SSTCF Securitization's Summary

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Synthesis Structured Trade and Commodity Finance

30 MONTHS, 4.5% in US$, 3.5% in € BOND


Issuer: SYNTHESIS Structured Trade and Commodity Finance II SA
ISIN Code: TBC
Status of the Notes: Senior Secured Notes issued off the SYNTHESIS Trade FinanceUSD 500,000,000 MTN Programme
Purpose of the Note Issue: SYNTHESIS Trade Finance II SA (“The Borrower”) will use the proceeds of the note issue to finance a diversified portfolio of commodity trade finance transactions that will each be backed by collateral, letters ofcredit or credit insurance, as detailed in the Programme
Issue Size: USD 200,000,000
Final Subscription Date: TBC
Issue Date: TBC
Maturity Date: TBC
Issue Price: 100.00%
Denominations: USD 150,000
Interest Rate:4.5% in US$, 3.5% in € (paid as 3.25% semi-annually on a following unadjusted basis)

30 MONTHS, 4.5% in US$, 3.5% in € BOND


Operational Overview
Listing and Admission toApplication will be made by the Issuer for the Notes to be admitted to trading on the Euro MTF Market of the Luxembourg Stock Exchange
Minimum Subscription: USD 150,000
Issuing and Paying Agent: Netherlands
Auditor: PricewaterhouseCoopers Societe Cooperative
Legal Counsel: Allen & Overy, Luxembourg
Settlement: Euroclear/Clearstream
Governing Law: Luxembourg
Business Days: London, New York, Target

WE PROVIDE FUNDING FOR COMPANIES AT THE HEART OF THE REAL ECONOMY. WE FINANCE TRADE IN INDUSTRIAL GOODS AND COMMODITIES THAT ARE TRANSACTED ON STANDARDISED SPECIFICATIONS AND TERMS.


1. We finance transactions, not companies.

We are not a lender in a traditional manner and we do not provide loans to companies. All funding that we provide is repaid upon completion of the transaction and our exposure ends at that point.

2. We step directly into the transaction.

Most of the transactions that we finance are the simple sales of goods to end buyers. In this case, we are bridging the time gap between dispatch of the goods by the supplier, and receipt by the buyer. W e pay the seller directly, we take ownership of the goods until receipt, and collect sales proceeds directly from the buyer.

3. We always require secured method of payment.

Where letter of credit or credit insurance is not feasible or customary we would require that final buyer pays through Cash Against Documents arrangement plus payment guarantee/performance bond.

How we deal with the key risk factors in our business

Risk Mitigation (...continued)

  • Eligible Obligor Security Risk:

    SSTCFwill ensure that it has an assignment of receivables or be the named assignee or beneficiary of any Letter ofCredit.

  • Eligible Credit Support Provider Performance

    SSTCF will ensure that it is a named loss payee on any credit insurance policy or the direct beneficiary of any such policy Credit support will only be provided by Eligible Credit Support Providers asdefined in the Prospectus.

  • Operational Risk:

    SSTCF will ensure that all documents are received in a timely manner from all parties and will maintain a four eyes principle, whereby two directors check all documents. SSTCF will confirm that the contractual terms for the purchase and the sale are substantially identical and Deliverable

  • Co-mingling of Assets:

    SSTCF will ensure that they continually monitor the location and state of the assets in order to minimize the risk of co-mingling.

  • Other Counterparty Exposures:

    KYC checks will be performed on other parties to each transaction as SSTCF are notified of them. This will include inter alia warehouses, shippers, quality inspectors and any other parties who may affect the value or reliability of the security.

How we deal with the key risk factors in our business

Risk Mitigation

  • Supplier Performance Risk:

    All Suppliers will undergo KYCprocedures by SSTCF,including ascertaining and monitoring their ability to supply in a timely manner and their marketreputation.

  • Obtaining Good Title:

    SSTCF will confirm that the Supplier has good title to the goods prior to sale.

  • Quality and Quantity of Collateral:

    All goods will be quality and quantity approved by an approved third party before release of funds to ensure that they will meet the purchaser's requirements upon delivery.

  • Swap Counterparty and Price Risk:

    The Purchase and Sale prices will be determined before the Purchase and any foreign exchange risks are for the account of the client who have agreed to put in place appropriate hedging should it berequired.

  • Eligible Obligor Performance Risk:

    All Obligors will undergo KYC procedures by SSTCF, including ascertaining and monitoring their ability to pay, their market reputation and their pre-requisites for completing the purchase in a timely manner.

THE NEXT STEP IN OUR PROCESS IS TO CHOOSE WHAT WE WILL FUND


Unlike traditional bank lending, we are funding specific transactions, so even if we agree to provide funding for a counterparty, we will first ensure that the money will be used for a specific transaction that meets our requirements and the money is returned as soon as that transaction is completed

The next step in our process is to choose what we will fund

Transaction Selection

Unlike traditional bank lending, we are funding specific transactions, so even if we agree to provide funding for a counterparty, we will first ensure that the money will be used for a specific transaction that meets our requirements and the money is returned as soon as that transaction is completed

Asset

The assets that we finance must be fungible and have a liquid market. This means that we focus on non-perishable, quality- checked goods, typically either listed on a mercantile exchange or with a particularly well- developed OTC market

Credit Enhancement

The transactions that we finance are always backed by a Letter of Credit or Credit insurance from an investment grade counterparty, or by alternative arrangements ensuring prompt and secure payment by the customer (performance bonds, payment guarantees)

Loan to Value

Typically we look at a “real” valuation of the asset in terms of what price it can be sold at in a variety of jurisdictions as well as only lending relative to the purchase price

Monitoring and Control

Are we able to identify, monitor and exercise control over the asset at any point during the transaction?

We can utilise the following banks and insurers to enhance protection

BANKS AND INSURERS TYPICALLY PROVIDING (RE)PAYMENT RISK PROTECTION
Abu Dhabi Commercial Bank PJSCIndustrial Bank of Korea
Agricultural Bank of China LimitedING Bank N.V.
Australia and New Zealand Banking GroupLimitedJP Morgan Chase Bank N.A.
Atradius Credit Insurance N.V.Korea Development Bank
Bank of China LimitedLloyds Bank Plc
Bank of Communications Co., LtdLloyds of London Insurance Syndicates
Bank of Nova ScotiaMalayan Banking Berhad
Banque Cantonale VaudoiseNational Australia Bank Limited
Barclays Bank PlcNational Bank of Abu Dhabi PJSC
Bayerische Landesbank (Bayern LB)National Bank of Kuwait S.A.K.P.
BNP ParibasNorddeutsche Landesbank Girozentrale
China Construction BankOversea-Chinese Banking Corporation Limited
Citibank N.A.Qatar National Bank S.A.Q.

We can utilise the following banks and insurers to enhance protection (...Continued)

BANKS AND INSURERS TYPICALLY PROVIDING (RE)PAYMENT RISK PROTECTION

Coface S.A.Royal Bank of Canada
Coöperatieve Rabobank U.A.Santander UK plc
Crédit Agricole S.A.Skandinaviska Enskilda Banken AB
Credit Suisse AGSociété Générale S.A.
CTBC Bank Co., Ltd.Standard Chartered Bank
DBS Bank LtdThe Toronto-Dominion Bank
Euler Hermes S.A.UBS AG
Export-Import Bank of KoreaUnicredit Bank Austria AG
Garant Versicherungs AGUnited Overseas Bank Limited
Hang Seng Bank LimitedWells Fargo Bank N.A.
HSBC Bank Plc

Disclaimer


This communication is being furnished solely on a confidential basis to the recipient. This communication is directed at persons having professional experience in matters related to investments and any investment or investment activity to which this communication relates is available only to such persons or will be engaged in only with such persons (or other persons to whom such investment can lawfully be made available or with whom such investment activity can lawfully be engaged). If you do not have professional experience in matters relating to investments, you should not rely on this communication.

Neither this Communication nor any of the associated documents may be reproduced, re-transmitted or further distributed to any other person or published, in whole or in part, for any other purpose than that stated above. The information in this document, which is in draft form and incomplete, is subject to updating, completion, revision, further verification and/or amendment. In particular, the documents refer to certain events having occurred which have not yet occurred at the date these documents are made available, but which are expected to occur prior to the publication of an approved prospectus in final form. Recipients of this Communication (or any of the associated documents) who are considering purchasing or subscribing for Notes in any of the issuers are reminded that any such purchase or subscription must be made only on the basis of information contained in the approved prospectus its final form, which may be different from the information contained in this document. Notes may not at this time be offered by any of the issuers directly to the public. Neither this Communication nor any of the attached documents constitutes an offer of Notes.

By accepting delivery of this Communication, you agree to keep it and its content (including the attached documents) confidential, and not copy, publish, distribute, pass on or disclose any of it except with the prior written consent of SYNTHESIS. To the extent permitted by applicable law and regulation, SYNTHESIS Trade Finance S.A. and its affiliated companies expressly disclaims and excludes any and all liability that may be based on this communication and the attached documents, any errors in it/them or omissions from it/them.