Swiss Auto Lease 2016-1 GmbH, a limited liability company incorporated under the laws of Switzerland with registered number CHE-187.444.960 (the 2016 Issuer, also referred to as an Issuer), has issued CHF 200,000,000 Asset-backed Class A notes, due March 2020 (the 2016 Class A Notes), CHF 14,600,000 Asset-backed Class B notes, due March 2020 (the 2016 Class B Notes and together with the 2016 Class A notes, the 2016 Notes, also referred to as Notes) backed by a portfolio of Swiss auto-lease assets originated by Cembra (a Transaction).
Swiss Auto Lease 2015-1 GmbH, a limited liability company incorporated under the laws of Switzerland with registered number CHE-226.603.282 (the 2015 Issuer, also referred to as an Issuer), has issued CHF 200,000,000 Asset-backed Class A notes, due June 2019 (the 2015 Class A Notes), CHF 22,600,000 Asset-backed Class B notes, due June 2019 (the 2015 Class B Notes and together with the 2015 Class A notes, the 2015 Notes, also referred to as Notes) backed by a portfolio of Swiss auto-lease assets originated by Cembra (a Transaction).
On this website, certain information and documents (together, the Materials) relating to the Transactions referred to above are made available for pure information purposes. The following disclaimer applies to the Materials, which have been accessed via internet or otherwise received and you are therefore advised to read this disclaimer carefully before reading, accessing or making any other use of the Materials. By accepting this disclaimer and in accessing the Materials, you agree to acknowledge the statements made herein and to be bound by the following terms and conditions, including any modifications to them from time to time, any time you receive any information, as the case may be, as a result of such access.
The primary placement of all Notes under each of the Transactions has been completed. The Materials do not constitute an offer or solicitation to purchase any Notes.
Distribution of the Materials (in particular the prospectus relating to each of the Transactions) is restricted and limited in accordance with the terms of each of the prospectus relating to each of the Transactions and such restrictions and limitations (which are hereby incorporated by reference into this disclaimer) apply to the Materials as a whole.
The Materials shall not be considered as investment advise and any investors or prospective investors in the Notes are required to make their own independent investigation and appraisal of the business, financial condition and prospects of the relevant Issuer and Cembra Money Bank AG and the nature of any relevant securities and no reliance may be placed upon the information herein for such purposes. Recipients of Materials should consult with their own legal, regulatory, tax, business, investment, financial and accounting advisers to the extent that they deem it necessary, and make their own investment, hedging and trading decisions based upon their own investigation and judgement and advice from such advisers as they deem necessary and not upon any view expressed in the Materials.
In particular, the Materials disclosed on this website shall be available only to investors who are located outside of the United States of America and are either (a) "Qualified Investors" (as defined in the Prospectus Directive, including the 2010 PD Amending Directive (Qualified Investors) in the European Economic Area (the EEA) or (b) outside the EEA, in case in reliance on Regulation S under the U.S. Securities Act of 1933, as amended (the Securities Act) and as otherwise permitted under applicable law.
In addition and without limiting the generality of the above, nothing in the Materials constitutes an offer of securities for sale in any jurisdiction where it is unlawful to do so. No action has been or will be taken that would, or is intended to, permit a public offering of the Notes in any jurisdiction other than Switzerland. In particular, no offering has been or will be registered with the U.S. Securities and Exchange Commission or any State Securities Commission or other regulatory authority in the United States of America and, subject to certain exceptions, the Notes described in the Materials may not be offered, sold, resold, delivered, allotted, taken up, transferred or renounced, directly or indirectly, in or to the United States of America, or sold within the United States of America or to, or for the account or benefit of, U.S. Persons (as defined in the Regulation S under the Securities Act).
The Materials are made available to you for informational use solely. Its use for any other purpose is not authorised, and you may not, nor are you authorised to, copy or reproduce the Materials in whole or in part in any manner whatsoever or deliver, distribute or forward the Materials or disclose any of its contents to any other person. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions. If you are not and authorised recipient of the Materials, you are hereby notified that any dissemination, distribution or copying of the Materials is strictly prohibited.
Confirmation of your representation: In order to be eligible to view the Materials you must be located outside the United States of America and be either (a) Qualified Investors or (b) located outside the EEA. By accessing the Materials, you shall be deemed to have confirmed and represented to the relevant parties that (i) you and any customers that you represent are not U.S. Persons (within the meaning of Regulation S under the Securities Act) and are either (A) a “Qualified Investor” (as defined in the Prospectus Directive, including the 2010 PD Amending Directive) or (B) located outside the EEA, (ii) the server from which you are accessing the Materials is not located in the United States, its territories and possessions, any State of the United States or the District of Columbia (where “possessions” include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands), (iii) you consent to delivery by electronic transmission, and (iv) if you are a person in the United Kingdom, then you are a person who (A) is an investment professional within the meaning of Article 19 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the FPO) or (B) is a high net worth entity falling under Article 49(2)(a) to (d) of the FPO.
You are reminded that the Materials are made available to you on the basis that you are a person who may lawfully obtain such Materials in accordance with the laws of the jurisdiction in which you are located and you may not, nor are you authorised to, deliver the Materials to any other person.
This disclaimer does not constitute or contain any offer to sell or invitation to subscribe or make commitments for or in respect of any security in any jurisdiction where such an offer or invitation would be unlawful. There are restrictions on the distribution of this disclaimer and the Materials and/or the offer or sale of the securities described in the Materials in certain jurisdictions. If a jurisdiction requires that the offering be made by a licensed broker or dealer and a bank involved in the offering or any affiliate of such bank is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by such bank or any affiliate of such bank on behalf of the Issuer in such jurisdiction.
The Materials are made available to you in electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and, consequently, none of the involved parties in the offering, or their respective affiliates, directors, officers, employees or agents accepts any liability or responsibility whatsoever in respect of any difference between the Materials distributed to you in electronic format and any hard copy version that may have been delivered to you by third parties.
You are responsible for protecting against viruses and other destructive items. Your receipt of the Materials via electronic transmission is at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature.
The Materials (in particular each of the prospectus relating to each of the Transactions) have been prepared as of their dates and will not be updated. No relevant party assumes any obligation to update any Materials or to update the reasons for which actual results could differ materially from those anticipated in the Materials.
Responsibility for the Materials is excluded and/or limited in accordance with the Transaction Documents (as defined in each relevant prospectus relating to each relevant Transaction) and such exclusions and/or limitations are hereby incorporated by reference into this disclaimer.