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Cartesio S.r.l. - Series SAN.IM. S.p.A. Region of Lazio

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Presentation on theme: "Cartesio S.r.l. - Series SAN.IM. S.p.A. Region of Lazio"— Presentation transcript:

1 Cartesio S.r.l. - Series 2003 - 1 SAN.IM. S.p.A. Region of Lazio
EUR 2,000,000,000 Asset Backed Euro Medium Term Note Programme Originator: Primary Obligor: SAN.IM. S.p.A. Region of Lazio CONFIDENTIAL DRAFT

2 Cartesio S.r.l. - Series 2003-1 Table of Contents 1. Overview 2
2. Region of Lazio 5 3. Transaction Structure 12 4. The Originator 14 5. The Portfolio 15 6. The Issuer 18 7. Highlights 19

3 1. Overview

4 Overview Executive Summary
Cartesio S.r.l. - Series is a EUR 2,000,000,000 programme of notes backed by lease payments due from the Region of Lazio Cartesio issued on the first Issue Date (5 March 2003) four Tranches of Notes in USD, GBP and EUR, totalling approximately EUR 1,100,000,000 equivalent Tranche 1: EUR 200ml, 19.3 years average life, coupon 6 month Euribor + 50 bps, final maturity 7 March 2033 Tranche 2: EUR 200ml, 25 years average life, coupon 6 month Euribor + 57 bps, final maturity 7 March 2028 Tranche 3: US$ 450ml, 30 years average life, fixed rate coupon 6.022%, final maturity 7 March 2033 Tranche 4: GBP 200ml, 25.7 years average life, coupon 6 month Libor + 62bps, final maturity 7 March 2033 All the Notes issued under the programme will pay interest on a semi-annnual basis will all rank pari passu, and are expected to be assigned ratings equal to the ratings of the Region of Lazio (currently Aa3/A+) The portfolio backing the notes issued is comprised of lease payments arising out of a sale and lease-back transaction of properties entered into between SAN.IM, as lessor and certain healthcare entities, based in the Region of Lazio, as lessees The Region of Lazio (Aa3/A+), as a result of a payment delegation mechanism, has agreed to pay the lease instalments on behalf of the healthcare entities and is therefore the primary obligor of the Notes to be issued under the programme The benefit of the payment delegation will survive any early termination of the lease contracts 2

5 Overview Executive Summary
The Region of Lazio has established itself as a frequent borrower in the European capital markets and was the first European local authority to access the securitisation markets, through Cartesio S.r.l - Series , which issued two tranches of notes Tranche 1 EUR 250,000,000, due in August 2002, which has been fully reimbursed, and Tranche 2 EUR 250,000,000, due in February 2004, which is already fully cash collateralised The programme is being implemented by the Region finance department as a tool aimed at improving the efficiency in the management of the regional healthcare system long evaluation process of the underlying properties allowed for an in-depth recognition of the regional healthcare estate monetisation of otherwise non-transferable assets accountability of each healthcare entity in the allocation of “its own resources” 4

6 2. Region of Lazio

7 Region of Lazio General Overview At a glance
Situated in the centre of Italy, with 5.3 million inhabitants Lazio is the third most populated region (9.1% of Italy) Producing about 10.2% of 2001 national GDP, Lazio is the second largest contributor in Italy after Lombardy and the eighth overall in Europe out of approx. 200 similar local authorities GDP per-capita of approx. EUR 21,800 in 2001 is higher than the Italian average of approx. EUR 19,620 As of 2001 unemployment rate of the Region is in line with Italian average rate (9.9% vs. 9.2%) The region is governed by a centre-right political coalition, led by President Storace, elected in April with a 63% majority at the regional council Next local elections are scheduled in year 2005 Rome ____________________ Source: Region of Lazio, Istat and Istituto Tagliacarne 5

8 Region of Lazio Italian Local Governments Framework
The Republic of Italy has a decentralised political and institutional structure with four levels of government central the region the province, and the municipality The 2001 Constitutional reform provided among other things enhanced exclusive legislative power for the regions the capacity to levy new regional taxes and change tax rates broader regional responsibilities as for international affairs (i.e. participation in the decision making process of the EU as well as in the implementation of international agreements and EU acts) Regions are allowed to borrow only to finance capital expenditures Under the Internal Stability Pact signed by the central and all local governments, the regions have undertaken that they will pursue sound financial and administrative management and keep their debt growth and financial balance in line with EMU’s parameters 6

9 Region of Lazio Main Financials Increasing Fiscal Autonomy
The transfer of responsibilities from the State to all regions was recently enacted with the devolution of various taxes previously collected by the State In 1996 tax current revenues represented 14% of Lazio’s current revenues, increasing to approximately 73% in 2001 Main taxes attributed to the Region are share of the national VAT IRAP, a regional business production tax surcharge on the personal income tax IRPEF car registration tax gasoline consumption tax methane gas consumption tax regional concessions fees Most regional taxes are strictly linked to the local economy ____________________ Source: 1996 and 2001 Regional Actual Financial Reports 7

10 Region of Lazio Local Economy A Strong and Dynamic Area
With GDP of approximately EUR 115 billion, the Region of Lazio ranks second in Italy Contribution to GDP for 2001 was 81.5% services (mainly tourism – Rome – administrative bodies) 17% manufacturing (chemical, energy, mechanical and construction are the main local industries) 1.5% agriculture 2001 figures show a GDP growth significantly higher than the national average ____________________ Source: Istituto Tagliacarne, Year 2002 8

11 Region of Lazio Outstanding Regional Debt A Stable Level of Debt
Outstanding debt at December 2002 was around EUR 2.0 billion, composed of bank loans and bonds placed on the international capital markets Current debt profile 60% at floating rate all denominated in Euro or swapped into Euro, and assisted by irrevocable payment mandate (“mandato irrevocabile di pagamento”) to the regional treasurer bank (Banca di Roma) The ratio between debt and current revenues has remained fairly stable over the last few years ____________________ Source: Region of Lazio 9

12 Region of Lazio Healthcare System The Main Regional Expenditure
Healthcare is the major regional expenditure, representing 82% of total current expenditures, in line with the Italian regions average Healthcare deficits recorded up to year 2000 amount to about EUR 4.6 billion EUR 2.4 billion will be covered by the State, once the Region funds the balance of EUR 2.2 billion Deficits recorded after year 2000 are to be entirely covered by the region with recourse to new taxes or sale of assets in 2002 Lazio increased some IRAP tax rates Lazio’s deficits are above the national average mainly due to high quality standards that attract patients from other regions 10 universities and research labs which have costs not covered by the revenues contributed by the State The Region has taken various measures to reduce the healthcare burden introduction of a fee on each prescription to reduce “precautionary” purchases of medicines centralisation of goods and services purchases via public tenders restructuring of the hospital network introduction of a periodic budgeting and monitoring system disposal of assets hire freeze in the healthcare sector until 2004 ____________________ Source: Region of Lazio 10

13 Region of Lazio Healthcare System Recent Developments
The effect of the measures previously described has started showing in the 2002 healthcare deficit which, at EUR 550 mm, was approximately 37% lower than the 2001 deficit (EUR 875 mm), already down from the EUR 950mm recorded in 2000 On September 20, 2002, the Region received EUR 1.4 bn of state transfer to cover its deficit up to year 1999 The increase in pharmaceutical expenditure for the year 2002 was limited to 0.5%, a significant improvement compared to a 7% increase in 2001 On January 10, 2003 EUR 6.43 bn was allocated to the Region as its share of the 2002 Healthcare Fund (EUR 200 mm increase from year 2001) On January 20, the special commission set up by the Ministry of Economy positively assessed the health of the Region’s economy on the basis of a list of objectives which the Region achieved along with other 9 regions Additional resources will be allocated to the Region On January 31, 2003 all regions agreed on the allocation of the 2003 National Healthcare Fund: Lazio was given EUR 6.8 bn, a 5.6% increase on 2002, higher than the 3.5% national average The above information was not known to the rating agencies at the time they last reviewed the Region’s rating, which was put on negative outlook as a result of the uncertainties surrounding the effect of the measures introduced to control the healthcare deficit ____________________ Source: Region of Lazio 11

14 3. Transaction Structure

15 Transaction Structure
Overview Structure Diagram Regione Lazio Healthcare Entities Payment Delegation Irrevocable Mandate of Payment Regional Treasurer Sale of Hospitals Payment of Purchase Price Lease of Hospitals Payment of Lease Receivables Swap Counterparties Swap Agreements Sale of Lease Receivables Cartesio S.r.l. SAN.IM. S.p.A. Banca di Roma Payment of Transfer Price Servicing Agreement Proceeds Notes Tranche 1 EUR Tranche 2 EUR Tranche 3 USD Tranche 4 GBP 12

16 Transaction Structure
Description The Mechanics Pursuant to a purchase and sale agreement dated 28 June 2002 entered into between certain healthcare entities operating in the Region of Lazio (the “Healthcare Entities”), as sellers, and SAN.IM. S.p.A. (“SAN.IM.”), as purchaser, the Healthcare Entities agreed to transfer to SAN.IM. certain real estate assets (the “Assets”) On the same date SAN.IM., as lessor, entered into certain lease contracts (the “Lease Contracts”) to lease back the Assets to the Healthcare Entities, as lessees Pursuant to the terms of several receivables purchase agreement (each referred to the lease payments due from each Healthcare Entity) , SAN.IM. will sell to Cartesio the receivables payable by the Healthcare Entities under the Lease Contracts (the “Lease Instalments”) The Notes of each Tranche are backed by and share the same rights to the entire portfolio of Lease Instalments due by the Healthcare Entities to SAN.IM. The Lease Instalments will represent the principal source of repayment of interest and principal of the Notes and pursuant to the Payment Delegation, the Region of Lazio has accepted to be the primary and joint-obligor for the payment of the Lease Instalments Pursuant to the Irrevocable Payment Mandate between the Region of Lazio and Banca di Roma, acting as Regional Treasurer Bank, all payments of Lease Instalments up to a total aggregate amount of about EUR 2,000,000,000 will be paid by the Treasurer Bank directly into the Issuer’s account Collection procedures in respect of the Lease Instalments will be handled by Banca di Roma, which will act as Servicer of the transaction The net proceeds deriving from the issuance of the Notes will be used by Cartesio to pay to SAN.IM. for the purchase price for the receivables and, in turn, by SAN.IM. to pay the Healthcare Entities for the purchase price of the Assets 13

17 4. The Originator

18 The Originator Overview SAN.IM. S.p.A.
SAN.IM. S.p.A (“SAN.IM.”) is a joint stock company, incorporated in Italy and 100% owned by the Region of Lazio SAN.IM. was established for the sole purposes of engaging in the purchase of healthcare real estate assets (the “Assets”) owned by certain regional healthcare entities (the “Healthcare Entities”) the simultaneous leasing of the same assets back to such Healthcare Entities; and the assignment of the receivables payable under the lease contracts to a special purpose vehicle The sale of the Assets from the Healthcare Entities to SAN.IM. was effected pursuant to a purchase and sale agreement dated 28 June 2002 On the same date, the lease contracts were entered into between the Healthcare Entities, as lessees, SAN.IM. as lessor, and the Region of Lazio, as primary and joint obligor, as a result of the Region of Lazio’s acceptance of the delegation of payment The Region of Lazio has agreed to pay the lease instalments directly to the Issuer of the Notes on behalf of both the Healthcare Entities and SAN.IM. Under the lease Contracts, the Healthcare Entities are granted an option to re-purchase the Assets upon expiry of the term of the lease contracts for a nominal consideration of EUR 1 14

19 5. The Portfolio

20 The Portfolio Summary The portfolio (“Portfolio”) is comprised of the receivables payable under the lease contracts entered into between each Healthcare Entity, SAN.IM. and the Region of Lazio In accordance with an express provision contained in the lease contracts, SAN.IM. will sell the Receivables arising thereunder to Cartesio which will act as issuer in one or more issuances to be carried out by 31 December under the Programme The lease instalments due by the Healthcare Entities to SAN.IM. pursuant to the terms of the lease contracts will be directly paid by the Region, in the name and on behalf of the Healthcare Entities, pursuant to the Payment Delegation granted by each individual Healthcare Entity and accepted by the Region under the relevant lease contract and in accordance with the provisions of Regional Law No. 16/2001 The lease instalments will be paid directly into the Collection Account on a semi-annual basis, in arrear, and will be made by bank transfer. The amounts due by the Healthcare Entities to SAN.IM. under the lease contracts are to be determined on the relevant Issue Date The payment of the lease instalments may not be delayed or suspended for any reason whatsoever including in the event of disputes, controversies or impossibility of use of the Assets The lease payments to be made by Region of Lazio to Cartesio are due regardless of the status of the underlying Assets 15

21 The Portfolio The Healthcare Entities
The Healthcare Entities were established pursuant to Legislative Decree No. 502 of 30 December 1992 as amended (“Lgs. D. No.502”) In particular, the Region of Lazio has provided for the re-organisation of its regional healthcare service, including the establishment of the Healthcare Entities pursuant to Lgs. D. No. 502, through Regional Law No. 18 of 16 June as amended (“Regional Law No.18”) Article 5 of Regional Law No.18 has provided for the establishment within the Region of Lazio’s territory of 15 Healthcare Entities The Healthcare Entities do not have equity capital but, in line with their public legal status, have an endowment fund (fondo di dotazione) established by the Region of Lazio The Healthcare Entities: are autonomous entities from the Region although strictly related to it due to the functions which are delegated to them are supervised by the Region must perform their functions in an efficient and cost-saving way and in compliance with the applicable budgetary constraints, and are obliged to prepare annual and multi-year forecast financial statements that are subject to the Region’s control 16

22 The Portfolio The Healthcare Entities
Approximately 81.4% of the Region’s current expenditure in 2001 was related to transfer to the Healthcare Entities Among the initiatives that the Region of Lazio is developing to finance the aggregate healthcare deficits, the Region has approved Regional Law 16/2001 that has authorised the sale and lease-back transaction The table below shows the number of properties sold by each Healthcare Entity and the corresponding purchase price 17

23 6. The Issuer

24 The Issuer Cartesio S.r.l.
The Issuer was duly incorporated under the laws of the Republic of Italy under the name of Cartesio S.r.l. (“Cartesio”) on 9th February 2000 Cartesio is a multi-purpose vehicle and may engage in separate offerings in accordance with the Italian Securitisation Law 130/99 The Issuer has so far engaged in two transactions prior to this Series , namely Series and Series 18

25 7. Highlights

26 Highlights Irrevocable Payment Mandate A Powerful Tool
By Regional law the Treasurer Bank is irrevocably and unconditionally instructed to pay interest and principal when due The Treasurer Bank is required to allocate from certain regional revenues an amount sufficient to timely and fully meet interest and principal payments Obligations(1) assisted by such mechanism practically allow the relevant creditors to enjoy a priority vs. all other regional expenses (e,g., supply contracts) Debt service assisted by the payment mandates is 1.5% of regional revenues No default has ever occurred in Italy on local government obligations (Region of Lazio included) secured by an Irrevocable Payment Mandate Treasury Bank Irrevocable Payment Mandate Regional Revenues Debt Service Investors Treasurer Bank Regional Expenses ____________________ (1) Assumes lease instalments are included Source: Region of Lazio, Year 2001 19

27 Highlights The Programme
The EUR 2,000,000,000 Asset Backed Euro Medium Term Note Programme Under the programme, the Issuer may from time to time issue different tranches of Notes which may be issued in different currencies, and with different amortisation profiles The aggregate nominal amount of the Notes issued cannot exceed the Programme Limit (EUR 2,000,000,000 equivalent) On the first Issue Date (5 March 2003) Cartesio issued four Tranches of Notes in USD, GBP and EUR, totalling approximately EUR 1,100,000,000 equivalent Tranche 1: EUR 200ml, 19.3 years average life, coupon 6 month Euribor + 50 bps, final maturity 7 March 2033 Tranche 2: EUR 200ml, 25 years average life, coupon 6 month Euribor + 57 bps, final maturity 7 March 2028 Tranche 3: US$ 450ml, 30 years average life, fixed rate coupon 6.022%, final maturity 7 March 2033 Tranche 4: GBP 200ml, 25.7 years average life, coupon 6 month Libor + 62bps, final maturity 7 March 2033 All Notes issued under the programme are expected to be assigned ratings equal to the ratings of the Region of Lazio, currently at Aa3 (negative outlook) from Moody’s A+ (negative outlook) from S&P The Notes of each Tranche will be identical from all other features and will rank pari passu among themselves and with the Notes of each other Tranche A pricing supplement relating to each Tranche of Notes shall contain specific information on such Tranche which differs from the general description contained in the Offering Circular 20

28 Highlights Pre-enforcement Priority of Payments
The Issuer available funds will be applied on each payment date in the following order of priority, to the extent that payments of a higher priority have been made in full Use of Issuer Available Funds Issuer On-Balance Sheet Expenses Note Trustee and Security Trustee Fee Third Parties Interest and Principal on the Notes Amounts due under any Swap Swap Default Termination Amounts(1) Any residual Amounts to the Originator ____________________ (1) In the event of the Swap Counterparty’s default 22

29 Highlights The Swap Agreements Swap Agreements
All amounts payable under the Lease Contracts are payable in Euro, therefore in order for the Issuer to make payments due on the Notes of any Tranche issued in any currency other than Euro, the Issuer will enter into one or more currency swap transaction with one or more Swap Counterparties on or before the relevant Issue Date in relation to that Tranche, in order to hedge against exchange rate movements adverse to the Issuer All amounts paid under the Lease Contracts will be paid according to a pre-determined payment schedule. To hedge against the possible variance in the rate of interest payable by the Issuer under any Tranche of Notes which bears a floating rate of interest the Issuer will enter into one or more interest rate swaps with one or more Swap Counterparties on or before the relevant Issue Date in relation to that Tranche All Swap Counterparties will need to meet the standard minimum required ratings set by the rating agencies 23

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