EFTA01365294.pdf

LISTING AND GENERAL INFORMATION Application will be made to the Irish Stock Exchange for the Notes to be admitted to the Daily Official List. No assurances can be given that any such listing will be obtained with respect to the Notes. The issuance and settlement of the Securities on the Closing Date are not conditioned on the listing of any Securities on the Irish Stock Exchange. As part of the harmonization of securities markets in Europe. the European Commission has adopted a directive known as the Prospectus Directive (which was required to be implemented by member states by July I, 2005) that regulates offers of securities to the public and admissions to trading to E.U. regulated markets. A directive known as the Transparency Directive which came into force in the European Union at the beginning of 2005 and is required to be implemented by member states by early 2007. will among other things. impose continuing financial reporting obligations on issuers that have certain types of securities admitted to trading on an E.U. regulated market In addition, the Market Abuse Directive harmonizes the rules on insider trading and market manipulation in respect of securities admitted to trading on an E.U. regulated market and requires issuers of such securities to disclose any non-public price-sensitive information as soon as possible, subject to certain limited exemptions. The listing of Securities on the Irish Stock Exchange would subject the Issuer to regulation under these directives, although the requirements applicable to the Issuer are not yet fully clarified. The Indenture will not require the Issuer to maintain a listing for any Class of Securities on an E.U. stock exchange (or other exchange) if compliance with these directives (or other requirements adopted by the European Commission or a relevant member state or other government, exchange or listing authority) becomes burdensome in the sole judgment of the Collateral Manager. If and for so long as any Class of Securities is listed on the Irish Stock Exchange. copies of the Articles of the Issuer, the Certificate of Incorporation and By-laws of the Co-Issuer and the resolutions of the Board of Directors of the Co-Issuers authorizing the issuance of the Securities and the Indenture, will be available for inspection at the office of the Trustee. The Issuer is not required by Cayman Islands law, and the Issuer does not intend, to publish annual reports and accounts. The Co-Issuer is not required by Delaware law, and the Co-Issuer does not intend, to publish annual reports and accounts. The Indenture, however. requires the Issuer to provide the Trustee with written confirmation, on an annual basis, that to the best of its knowledge following review of the activities of the prior year, no Default has occurred or, if one has, specifying the same. Each of the Co-Issuers represents that, as of the date of this Offering Circular. there has been no material adverse change in its financial position since the date of its creation. Neither of the Co-Issuers is involved, or has been involved since incorporation, in any litigation or arbitration proceedings relating to claims on amounts which may have or have had a material effect on the Co-Issuers in the context of the issue of the Securities, nor, so far as the Co-Issuer is aware, is any such litigation or arbitration involving it pending or threatened. The issuance of the Securities will be authorized by the Board of Directors of the Issuer by resolutions passed on or about the Closing Date. The issuance of the Class A Notes. Class B Notes and Class C Notes will be authorized by the Board of Directors of the Co-Issuer by resolutions passed on or about the Closing Date. Since incorporation neither the Issuer nor the Co-Issuer has commenced trading, established any accounts or declared any dividends, except for the transactions described herein relating to the issuance of the Securities and, in the case of the Issuer, certain warehouse arrangements described herein. The Regulation S Global Notes sold in offshore transactions in reliance on Regulation S and represented by the Regulation S Global Notes have been accepted for clearance through Euroclear and Clearstream with the following identification numbers: 84 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0055988 CONFIDENTIAL SONY GM_00202172 EFTA01365294