25 February 2005 – LAWFUEL – The Law News Network – Allen & Overy advi…

25 February 2005 – LAWFUEL – The Law News Network – Allen & Overy advises CITIGROUP and SOCIETE GENERALE ON THE FIRST PUBLIC dealer floorplan SECURITISATION in europe regarding the REnault/Nissan dealers networks

Allen & Overy Paris advised Citigroup Global Markets Limited and Société Générale Corporate & Investment Banking (SG CIB) as arrangers, on the structuring of a significant securitisation for RCI Banque, the financing company of the Renault Group, via Cogera which is the dealer financing arm of RCI Banque in France.

This securitisation is based on credit lines issued by the automobile manufacturers to the Renault and Nissan dealers in France primarily allowing these dealers to finance their purchases of cars, light utility vehicles, spare parts and certain other working capital or second-hand vehicles. This transaction, known as a Dealer Floorplan, is structured using a French FCC (fonds commun de créances) as well as RCI Banque’s usual securitisation vehicle (Car Alliance Funding Plc).

This €850 million, ground-breaking dealer floorplan transaction has several distinct features which are highlighted below:

· It is the first dealer floorplan securitisation achieved in Europe through a public offering thus creating a new class of securitisable assets.

· For the first time in an ABS (asset backed securities) transaction, a French FCC has issued French bonds, part of which has been listed on the Luxembourg Stock Exchange. This transaction also contemplates the creation of a “compte à affectation spéciale”, also a first (please note that the issuing of notes by an FCC and a “compte à affectation spéciale” are noteworthy changes that have been introduced by the 2003 Financial Security Law and which only became effective in November 2004).

· The transaction has attracted a great number of investors and was heavily over-subscribed, suggesting that further operations of this type are likely to take place in the future.

This securitisation was piloted, from the feasibility study to the public offering, by the Paris office of Allen & Overy. The team involved in the operation was led by Christophe Jacquemin (partner) and Fabrice Faure-Dauphin (senior associate), assisted by Ami Atal and Pascal Jouannic (associates). François Poudelet (partner) contributed his expertise relating to the bonds aspects, and tax aspects of the transaction were managed by Siamak Mostafavi (partner) and Mathieu Vignon (senior associate).

Allen & Overy London senior associate Hooman Sabeti-Rhamati, with input from partners Julian Tucker and David Krischer, advised in respect of English law matters.

Sullivan & Cromwell advised RCI Banque.

For further information, please contact Christophe Jacquemin ([email protected]), Fabrice Faure-Dauphin ([email protected]) or Isabelle Epp ([email protected]) on +33 (0)1 40 06 54 28.

Notes for Editors:
1. Allen & Overy is a premier international legal practice with approximately 4,800 staff, including some 430 partners, working in 25 major centres worldwide.

2. Established in Paris since 1989, the Paris office today has over 100 lawyers, including 19 partners offering an integrated French and English legal service.

3. The Paris banking and finance team, which today numbers over 30 dedicated lawyers including partners, advises on the financing of both domestic and international corporate acquisitions and take-overs. Transactions have included the financing of public bids in France and the UK, as well as a number of leveraged buy-outs.

4. In this press release “Allen & Overy” means “Allen & Overy LLP” and/or its affiliated undertakings.
5. Any reference to a partner in relation to Allen & Overy LLP means a member, consultant or employee of Allen & Overy LLP.

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