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Allen & Overy Advises on Werretown Supermarkets Securitisations PLC

7 October 2003- International law firm Allen & Overy advised Eurohypo as arranger, UBS Limited as lead manager and Capita IRG as trustee in the issue of approximately £80 million of further fixed and floating rate bonds to extend the existing securitisation of 35 supermarkets, leased by British Land to Sainsbury's.

The bonds are issued by Werretown Supermarkets Securitisations PLC, a UK special purpose vehicle established for the initial issue of £575m of Bonds in 2001 for the purpose of providing long-term debt financing for British Land.

The additional bonds are fully fungible with the existing bonds, which remain outstanding. The issue was structured to take advantage of increases in value and rental flows since the original issue, and uses the rare "secured/unsecured" debt technology first developed in respect of the securitisation of the Broadgate Estate for British Land.

The Allen & Overy team was led by securitisation partner Christian Lambie, assisted by Naina Patel and Nick O'Donnell. Trustee advice was provided by partner Morgan Krone and assisted by Malcolm Charles and Elizabeth Kerr. Partner Mark Brailsford and associates Vimal Tilakapala and Daniel Lewin provided tax advice. Real Estate advice was provided by partner Daniel McKimm assisted by Clare Breeze and Deborah Moors. Derivatives advice was provided by partner Richard Tredgett and associates Kathleen Peacock and Jennifer Collins.

Simmons & Simmons (partner James Bresslaw, assisted by Justin Gross) advised The British Land Company PLC.

Allen & Overy Reappoints Head of International Capital Markets Group

17 October 2003 - International law firm Allen & Overy is pleased to announce the reappointment of partner Boyan Wells as head of the firm's successful International Capital Markets ('ICM') Group worldwide, for a further three years from 1st January, 2004.

Boyan was made a partner in 1987 and became head of ICM in 1998. He specialises in offerings of debt and warrants, listed and unlisted, acting for issuers and managers.

Allen & Overy's capital markets team has one of the world's leading and most respected groups of lawyers advising on securitisation, debt, equity, equity-linked securities, derivatives and structured products.

Guy Beringer, Senior Partner, Allen & Overy commented: "Under Boyan's tenure the ICM department has continued to innovate in all core markets and products and the team has been lauded across the world. Boyan has overseen the continued expansion and consolidation of the team. It remains one of the most successful parts of our business and is widely seen as a 'benchmark for others' (Legal 500, 2003). The reappointment of Boyan is a strong endorsement by the partners of his leadership of the team."

Allen & Overy Advises on Granite Mortgages 03-3 PLC

20 October 2003 - International law firm Allen & Overy has advised Barclays Capital, JP Morgan and Lehman Brothers on Northern Rock's seventh securitisation using its master trust.

The bond is backed by a pool of prime UK residential mortgages, and will be issued via a special purpose vehicle, Granite Mortgages 03-3 plc. The deal, valued at £2.25bn, is divided into 14 tranches and denominated in euros, U.S. dollars and sterling.

The deal sets precedents in the four to six year tenor. In that bracket it became the first UK borrower to price euro and sterling through US dollars bonds and the deal also launched the first sub 20bp deal at that tenor.

Barclays Capital, Lehman Brothers and JP Morgan are the joint lead managers for the deal. Deutsche Bank, ING, Citigroup, Merrill Lynch and UBS were the co-managers.

These transactions follow similar deals under Northern Rock's residential mortgage master trust in March and September 2002 and in January 2003, in which Allen & Overy also acted for the managers and underwriters.

The Allen & Overy team was led by securitisation partner Salim Nathoo and assisted by David O'Connor. Trustee advice was provided by partners Paul Monk and associate Wendy Hewer. Partner Thomas Jones and associates Ann Bradley, Nasreen Bulos and Collin Smyser advised on the US law aspects, while partner Mark Brailsford and associate Adam Blakemore provided tax advice. Real Estate advice was provided by partner Daniel McKimm assisted by Melanie Goodman and Deborah Moors. Partner Simon Gleeson and associate Carol Kingsbury provided regulatory advice. Derivatives advice was provided by partner Richard Tredgett and associate Anky Chan.

Sidley, Austin, Brown & Wood advised the originator, Northern Rock plc, led by partners Robert Torch (as to US law) and Jenifer Williams (as to UK law), assisted by Lisa Cargill, Bryce Peterson, Theresa Kradjian and Dipali Sahni.

Allen & Overy Advises on Landmark German True Sale CMBS Securitisation

5 December 2003 - International law firm Allen & Overy advised Deutsche Bank AG London
as arranger and lead manager in relation to the e549,312,500 DECO
Series 2003
- Centro Limited German loan conduit commercial mortgage backed
securitisation (CMBS). This is the first loan conduit securitisation of
German assets and, it is believed, the first "true sale" CMBS transaction
in the German securitisation market.

The offering, arranged by lead manager and sole bookrunner, Deutsche
Bank AG London, securitises a single loan secured by the land and
revenues relating to "CentrO Neue Mitte Oberhausen", a super-regional
shopping mall located in Oberhausen, Germany.

On 2 December 2003, DECO Series 2003 - Centro Limited issued
e549,312,500 Notes due 2010 in eight classes ranging in ratings from
AAA/Aaa (from all three rating agencies) to BBB, including both Rule
144A and Regulation S tranches.

The Allen & Overy securitisation team was led by Frankfurt-based
partners Matthew Howard and Peter Stenz, who were assisted by
Frankfurt-based associates Jennifer Foley, Richard Farris, Katja Hemke
and Jennifer Smith-Abraham, as well as by partners Julian Tucker and
Morgan Krone, and associate Aiden Small, in London. Frankfurt-based
partner Peter H. Hoegen, together with associates Oliver Waldburg and
Stefan Koser, advised in relation to German real estate issues, and
Martin Buenning provided German tax advice. US law advice was
provided by Christopher Bernard on London. Partner Richard Tredgett
and associate Kathleen Peacock advised in derivatives matters.

The Allen & Overy loan origination team was led by London-based
partner Mark O'Neill and Frankfurt-based partner Peter H. Hoegen, who
were assisted by associates Richard Anderson, Oliver Waldburg and
Stefan Koser.

Matthew Howard commented:
"We are delighted to have advised Deutsche Bank on this landmark German
securitisation. This transaction has demonstrated the strength and depth
of our Frankfurt finance practice and our ability to deliver German and
English legal advice at the high standard required by our international
clients in relation to both loan origination and securitisation. We have
seen increasing interest in German property transactions from our
international investment banking clients and we expect this transaction to
clear the way for similar transactions."

Advises on Greece's First Private Sector Securitisation

28 November 2003 - International law firm Allen & Overy advised ABN AMRO and National Bank of Greece/NBG International on the first private sector securitisation in Greece, following legislation introduced in June. ABN AMRO and National Bank of Greece International/NBG International are the joint lead managers and joint lead arrangers for the RMBS transaction which raised approximately e250m for Aspis Bank, a mortgage-lending specialist established in 1992.

Until now, only public sector asset-backed transactions have been permitted in Greece. The new Greek securitisation law, developed in conjunction with market participants, including Allen & Overy partner Yannis Manuelides, enables the use of securitisation for the first time by private sector Greek entities such as financial institutions and corporates which were previously denied the opportunity to securitise their assets.

The Allen & Overy team was led by securitisation partner Christian Lambie, assisted by associates Davinder Dhadday, Naina Patel and David O'Connor. Trustee advice was provided by partner Morgan Krone who was assisted by associates Malcolm Charles and Elizabeth Kerr. Partner Mark Brailsford and associate Amrit Dehal provided tax advice. Derivatives advice was provided by partner Richard Tredgett and associate Kathleen Peacock.

Christian Lambie commented:
"Now that the Greek legal regime is supportive of private sector securitisation, we are pleased to have been able, with our clients, to structure and complete the first Greek RMBS transaction. The new law gives opportunities throughout the Greek marketplace to use securitisation as a means of financing, including mortgage and receivables securitisation and commercial real estate financing."

Karatzas & Partners, led by partner Christina Papanikolopoulou, advised the joint lead managers and joint lead arrangers in relation to Greek law.

Allen & Overy Advises on Own-Book CMBS for Citibank

22 December 2003 International law firm Allen & Overy advised Citibank International plc on the structuring and execution of a securitisation of a portfolio of its business and commercial mortgage loans. The bond issue, valued at some £240m, was backed by a diverse portfolio of assets comprising loans made across a variety of industries (with UK nursing and care home loans constituting the largest part of the portfolio). The issue will also be backed by assets currently securitised under the Sonar programme established by Citibank in the early 1990s.

The Allen & Overy team was led by securitisation partner Christian Lambie, assisted by associates Louise Wolfson and David Leeming. Tax advice was provided by partner Mark Brailsford; partner Richard Tredgett advised on derivatives aspects of the deal; and partner Dan McKimm advised on real estate issues.

Christian Lambie commented:
"It is a sign of the maturity of the securitisation market that over 10 years have passed since Citibank first undertook securitisations of its business and commercial loan book in the UK (with Allen & Overy advising on those early deals also), and we are delighted to have continued the association with this asset class for Citibank. Despite the negative publicity which surrounded UK care home sector in the securitisation market in recent years, the deal was a resounding success which confounded the critics."

Clifford Chance LLP (partner Steve Curtis, assisted by Elana Hahn and Maggie
Zhao) advised Citigroup Global Markets Limited as lead manager. Tods Murray (assisted by Graham Burnside and Fiona Buchanan) advised on Scots law issues.

ALLEN & OVERY Advises on Granite Mortgages 04-1 PLC

17 February 2004 - International law firm Allen & Overy advised Citigroup, JP Morgan and Barclays Capital on Northern Rock's eighth securitisation using its master trust.

The bond is backed by a pool of prime UK residential mortgages, and issued via a special purpose vehicle, Granite Mortgages 04-1 plc. The deal, valued at £3.42bn, is divided into 14 tranches and denominated in euros, sterling and US dollars.

Citigroup, Barclays Capital and JP Morgan are the joint lead managers and lead underwriters for the deal. Credit Suisse First Boston, Deutsche Bank, ING and UBS Investment Bank are the co-managers in respect of the euro and sterling notes and Lehman Brothers and Merrill Lynch & Co are the co-underwriters for the US dollar notes.

These transactions follow similar deals under Northern Rock's residential mortgage master trust in March and September 2002 and January and September 2003, in which Allen & Overy also acted for the managers and underwriters.

The Allen & Overy team was led by securitisation partner Salim Nathoo and assisted by Louise Kelly and Shanika Amarasekara. Trustee advice was provided by partner Paul Monk and associate Wendy Hewer. Partner Bart Capeci and associates Ann Bradley and Collin Smyser advised on the US law aspects, while partner Mark Brailsford and associates Adam Blakemore and Andrew Loong provided tax advice. Real Estate advice was provided by partner Daniel McKimm, assisted by Melanie Goodman. Partner Simon Gleeson and associates Carol Kingsbury and Alan Ewins provided regulatory advice. Derivatives advice was provided by partner Richard Tredgett assisted by Ann Bradley.

Sidley, Austin, Brown & Wood advised the originator, Northern Rock plc, led by Michael Durrer (as to US law) and Jenifer Williams (as to UK law) assisted by Lisa Cargill, Bryce Peterson, Matthew Duncan, Theresa Kradjian and Dipali Sahni.

Allen & Overy Advises on £980,000,000 Refinancing for Telereal Securitisation PLC

2 March 2004 - Allen & Overy today closed the £980,000,000 refinancing of the Telereal Securitisation on which it advised in December 2001 (IFR Deal of the Year). The refinancing involved the issue of two new classes of Class A Notes and Class B Notes, respectively, with one class of each of the Class A Notes and Class B Notes being insured by Monoline insurer Ambac (represented by Linklaters - James Hardbach and Jameel Jesani).

The Telereal Group of companies was advised by Freshfields senior associate Christopher Barrett, assisted by Nick Smith in respect of real estate matters and Claire Kipping. Edward Craft of Nabarro Nathanson advised on corporate matters for certain members of the Telereal Group.

The Allen & Overy team advising joint lead managers Citigroup and Morgan Stanley was led by partners Julian Tucker and Philip Bowden, assisted by associates Raj Apte, Aiden Small, Chul Choi, Karim Wali and a large team of trainees and paralegals. Real estate advice was given by partner Daniel McKimm; tax advice by partner Mark Brailsford and associate Vicky Stone.

The Trustee (Citicorp Trustee Company Limited) was advised by Allen & Overy partner Morgan Krone and consultant Paul Bedford.

Commenting on the transaction lead partner Julian Tucker commented: "We are very happy to have been involved in another successful transaction for Telereal. The level of team work between the various advising legal firms and clients was of a very high order and enabled us to overcome a number of tricky legal issues. It also provided an excellent opportunity for the Allen & Overy teams based at our new Bank Street offices to interact closely to help achieve a successful result. It proves a very good example of the team working concept that we are attempting to roll out at our Bank Street premises".

Advises on Southern Pacific Securities 04-1 PLC

26 February 2004 - International law firm Allen & Overy advised lead manager, bookrunner and arranger Lehman Brothers and the trustee Capita IRG Trustees Limited on the first non-conforming residential mortgage backed securitisation for Southern Pacific Mortgage Limited (SPML) this year.

The bond issue, much of which was eligible for sale into the US under Rule 144A, is backed by a portfolio of non-conforming residential mortgage loans originated by SPML and related entities and their brokers, and issued via a special purpose vehicle, Southern Pacific Securities 04-1 plc. The senior debt was guaranteed by MBIA. Co-managers for the securitisation were HVB Corporates & Markets and NIB Capital Bank N.V.

The Allen & Overy team was led by securitisation partner Christian Lambie, assisted by Aiden Small and John McGrath. US law advice was provided by Chris Bernard, assisted by Vivek Jain.

Partner Christian Lambie commented:
"It is always interesting taking over an existing programme where we had not previously advised. Also, given investor interest in this latest SPML transaction the size of the issue was almost doubled during the marketing phase. The bonds walked out the door following successful marketing by Lehman."

Clifford Chance advised SPML, Cleaver Fulton Rankin advised as to Northern Irish law and Tods Murray WS advised as to Scots law. Weil, Gotshal & Manges advised MBIA on French and English law.

Allen & Overy Advises Credit Suisse First Boston on the First French Commercial Mortgage Backed Securitisation of this Quarter

17 March 2004 - Allen & Overy Paris has advised Credit Suisse First Boston, as arranger of the €635 million Commercial Mortgage Backed Securitisation on eight properties situated in the business district of
La Défense and in the centre of Paris. The transaction, known as "La Défense III", also represented the first French CMBS of this quarter.

The refinancing, which gave rise to a commercial mortgage backed loan granted by Credit Suisse First Boston to eleven companies forming the group SITQ (of which the principal sponsors were the Caisse des dépôts et placements du Québec, the Caisse des Dépôts et Consignations and the Government of Singapore Investment Corporation Real Estate), also involved the establishment of a special purpose vehicle or fonds de communs de créances - FCC La Défense III - and the issue by
La Défense III Plc of three new tranches of notes, listed on the Dublin Stock Exchange with a single to triple A rating.

This is a refinancing of two earlier commercial mortgage backed transactions (La Défense Plc in 1997 and La Défense II Plc in 1999), Allen & Overy's Paris office having also advised Credit Suisse First Boston on the latter of these two operations.
The transaction which was handled through the Paris office of Allen & Overy, required a multidisciplinary team comprising finance, tax and real estate specialists who advised Credit Suisse First Boston on both the French and English law aspects.
The operation was led in Paris by partners Christophe Jacquemin and Dan Lauder1, assisted by Ami Atal, Hervé Coindreau and Julien Roux. In London, the operation was supported by partner Julian Tucker .

1 For this CMBS transaction, the Allen & Overy team included specialists from a number of different disciplines within the Paris office, specifically:
Banking and securitisation: Ami Atal, Hervé Coindreau and Julien Roux (associates);
Hedging: Julian Sempill (associate);
Real Estate law: Guillaume Lefèvre (associate);
French Tax law: Patrice Couturier (partner) and Mathieu Vignon (associate);
and from the London office:
UK Tax law: David Hughes (partner) and James

ALLEN & OVERY Advises on the Largest Mortgage-Backed Deal to Date

5 April 2004 International law firm Allen & Overy acted for Halifax plc on its
fourth residential mortgage-backed securitisation, the largest deal of
its kind to date in any jurisdiction, and involving the issuance of
the equivalent of some £6.2 billion of securities.

The offering, the largest mortgage-backed securitisation to date
anywhere, was oversubscribed even though the issuer and managers chose
not to conduct traditional investor roadshow presentations. The
transaction involved the issue by Permanent Financing (No. 4) plc of
19 classes of notes denominated in sterling, euro and US dollars. The
dollar denominated notes were registered with the US SEC and all
classes of notes have been admitted to trading on the London Stock
Exchange.

Allen & Overy previously acted for Halifax plc on its first
residential mortgage-backed securitisation in June 2002, which at the
time was the largest UK issuance of its type. In March 2003, Allen &
Overy advised Halifax plc on its second residential mortgage-backed
securitisation which set a new benchmark in the European ABS market.
In November 2003, Allen & Overy advised Halifax on its third
residential mortgage-backed securitisation, a deal which won a number
of major industry awards.

Securitisation partner Angela Clist led the team (assisted by Hooman
Sabeti and Alice Carpenter), which involved practitioners from a
number of specialist areas including: US law (led by partner Bart
Capeci, assisted by Chris Bernard, Shamina Sneed and Stephanie
Magnell); derivatives (partner Richard Tredgett assisted by John
Berry); tax (led by partner Mark Brailsford, assisted by Michael
Aherne and Zoe Hammond); regulatory (associate Carol Kingsbury and
consultant Alan Ewins); real estate (led by partner Daniel McKimm and
assisted by Melanie Goodman); US tax (led by partner Jack Heinberg and
assisted by Mark Dunshee); and ERISA (partner Henry Morgenbesser).

Angela Clist comments:
"We are very pleased to continue our work for Halifax on one of the UK's
premier mortgage securitisation programmes, and delighted to see our
client's marketing success."

The deal was arranged by Citigroup. The joint lead managers were
Citigroup, Morgan Stanley and UBS Investment Bank. The co-managers
were ABN Amro, Deutsche Bank and Lehman Brothers.

Advises on Southern Pacific Financing 04-A PLC £350 million Mortgage Backed Floating Rate Notes (5 classes)

29 April 2004 International law firm Allen & Overy advised lead manager, bookrunner and arranger Lehman Brothers and the trustee Capita IRG Trustees Limited on Southern Pacific Mortgage Limited's (SPML) second RMBS issue of the year.

The deal was a first for SPML in two ways - the first time that they had securitised their flexible mortgage loan facilities, and the first time that they had marketed a public deal securitising prime loans in their portfolio. The bonds, totalling some £350,000,000 issued in five classes, were issued by a special purpose vehicle, Southern Pacific Financing 04-A plc. Co-managers for the securitisation were NIB Capital Bank N.V.

The Allen & Overy team was led by securitisation partner Christian Lambie, assisted by Aiden Small, David O'Connor and Jessica Element. Simon Hill and Malcolm Charles advised Capita.

Partner Christian Lambie commented:
"The deal was put together on an accelerated timetable to take advantage of tight spreads and huge investor interest. It's one of the swiftest RMBS trades we've executed, which was satisfying, especially as the additional structuring work to take account of the flexible loan products required some tricky footwork."

Clifford Chance LLP advised SPML and Tods Murray WS advised as to Scots law.

NEW YORK, - Allen & Overy advised GMAC Financiera, S.A. de C.V., Sociedad Financiera de Objecto Limitado (GMAC Financiera) in connection with its groundbreaking mortgage-backed securitization (MBS) and the issuance of certificados bursatiles (Mexican Bonds) in the Mexican capital markets, as well as to a small number of investors outside Mexico. Banco JP Morgan, S.A., is the issuer and trustee (the Trust) for the Mexican Bonds, Casa de Bolsa Credit Suisse First Boston (Mexico), S.A. de C.V. (CSFB) acted as the underwriter and Mijares, Angoitia, Fuentes y Cortez acted as the Mexican lawyers to GMAC Financiera. The Mexican Bonds, backed by a pool of Mexican residential mortgages valued at 315 million UDIs with a 30-year maturity, are part of a 1.7 bn UDIs program. GMAC Financiera, contributed the mortgages to the Trust issuing the Mexican bonds and Hipotecaria Nacional, S.A. de C.V., Sociedad Financiera de Objeto Limitado, will service the mortgages, and GMAC Financiera will act as the servicing supervisor agent. José Landa (Managing Director for Latin America) from GMAC Financiera commented: "This is a groundbreaking transaction for GMAC Financiera and the Mexican mortgage market because it continues the development of the local MBS market that creates liquidity to mortgage assets. Additionally, the demand for the deal confirms the interest of institutional investors for mortgage-related investments." Hans Geberbauer from GMAC commented: "Allen & Overy's experience with international mortgage-backed securitizations, coupled with its long history as legal advisor to GMAC-RFC's international business worldwide, made the firm an obvious choice as our counsel when we began to build our Mexican securitization program. Allen & Overy's familiarity with GMAC-RFC's international securitization standards was key to the success of this transaction and the development of our Mexican securitization program." The Allen & Overy team was led by Cathleen McLaughlin, head of the Latin America department, and assisted by Dennise Calderon-Barrera (as to U.S. law) and Hugo Jolliffe (as to UK law). The Mijares, Angoitia, Cortés y Fuentes, S.C team was led by partner Jose Ráz-Guzmán Castro and assisted by Manuel Echave Pintado. The underwriter, CSFB, was advised as to Mexican law by García-Cuéllar y Müggenburg, S.C., led by partner Carlos R. Aiza and assisted by Rodrigo Castelazo de la Fuente, as to U.S. law by Jeffrey Stern, assisted by Joshua Wishnia of Stroock & Stroock, and as to UK law by Edina Cavalli of Cameron McKenna.

Allen & Overy represented Eurohypo AG London branch (Eurohypo) and The Royal Bank of Scotland plc (RBS) as joint arrangers of a £300,000,000 commercial mortgage-backed securitisation by Epic Opera (Arlington) plc, a joint venture between the conduit lending practices of Eurohypo and RBS. The deal represents the third issue by Eurohypo under its Opera programme and the second issue by RBS under its Epic programme. The transaction was the first securitisation for a non-SPV borrower which relies on the complex "over-reaching" structure; this allows bondholders to benefit ultimately from a property holding structure which removes the risk of an administration moratorium on the enforcement of security. Over-reaching mechanisms have been successfully employed before in a few securitisation transactions but typically with SPV borrowers. The issue, which was tranched into five classes of sterling investment grade debt (rated AAA through to BBB), closed on 22 October 2004 and involved the origination and sale of a loan made by both banks to the Arlington Business Parks Partnership, an English limited partnership. The loan was secured over a portfolio of high-quality business park properties in England and Wales. The A&O securitisation team was led by partner Christian Lambie, assisted by Aiden Small and Kerry Wardle, and partner Mark O'Neill, assisted by Alex Yurkowski and advised the banks on the origination of the loan. Christian Lambie commented, "Working on a joint conduit lending deal posed some interesting challenges to ensure that the requirements of each bank's programme were met. In addition, being able to demonstrate successfully to the markets that the over-reaching structure works in the context of non-SPV property funds adds further flexibility to the financing solutions available to real estate funds. Our continued work with the key players in the market once again demonstrates Allen & Overy's role as one of the leading legal practices for CMBS transactions." Allen & Overy also acted for RBS and UBS as underwriters of the bond issue and, through partner Morgan Krone, for Bank of New York as trustee. Denton Wilde Sapte acted for Epic Opera (Arlington) plc.

Advises Eurohypo on Securitisation of Metrocentre, Gateshead, UK

Allen & Overy advised Europhypo AG, London branch, as arranger of a £600 million commercial mortgage backed securitisation of the MetroCentre in Gateshead, the largest shopping centre in Europe. The transaction was the fourth under Eurohypo's Opera Finance conduit lending programme and involved the issue of Notes due to mature in 10 years, making this the longest-dated conduit CMBS floating rate bond yet issued.

The Allen & Overy team was led by securitisation partner Christian Lambie, assisted by associate Alice Carpenter and by banking partner Mark O'Neill, with assistance from associate Jessica Tomlinson. Morgan Krone acted for the Trustee, HSBC Trustee (C.I.) Limited, assisted by associate Luke Lewis.

Christian Lambie commented:
"Eurohypo's Opera programme is one of the most recognisable CMBS conduit lending brands in Europe, and we are very pleased to have now advised on three of the four transactions carried out under it. Our role on transactions such as this financing demonstrates the strength of our CMBS practice and our ability to provide efficient financing solutions for our clients."

The joint bookrunners, The Royal Bank of Scotland and UBS, were advised by Clifford Chance. Linklaters acted for the Borrower, CSC MetroCentre Limited, a subsidiary of Capital Shopping Centres plc and a member of the Liberty International group.

Advises on First UK RMBS to obtain a US shelf registration

Allen & Overy has advised arrangers Barclays Capital, Citigroup and Merrill Lynch on the establishment of Northern Rock plc's £20 billion Mortgage Backed Note Programme, Granite Master Issuer plc. The SEC registered deal was the first UK securitisation to obtain a shelf registration in the US.

The Granite Master Issuer plc securitisation restructured the existing Granite RMBS master trust, with cashflows being changed from a "capitalist" to a "socialist" model to simplify the addition of new tranches of debt from a single issuing vehicle. It also involved the creation of a new special purpose company to acquire an additional undivided beneficial interest in a pool of residential mortgage loans which backs the issuance of "de-linked" MTN-style notes. A novel aspect of this deal is the Granite Master Issuer plc's ability to issue debt of any rating provided that the senior debt is always sufficiently supported by a requisite level of subordinated debt. This "de-linked" feature will allow Northern Rock to exploit better pricing on subordinated debt opportunistically and is a first in the UK RMBS market.

The Allen & Overy team was led by securitisation partner Angela Clist, with assistance from associate Sanjay Sethi. US advice was provided by partner Christopher Bernard and associate Daniel Rubin, whilst partner Richard Tredgett advised on the derivatives aspects of the transaction, assisted by Niharika Patel. Tax advice was provided by partner Mark Brailsford, aided by associates Adam Blakemore and Daniel Lewin. Real Estate advice was given by partner Daniel McKimm. Allen & Overy's Trustee Group, led by Simon Hill and Malcolm Charles, separately advised the Bank of New York as Trustee.

Sidley Austin Brown & Wood advised the originator, Northern Rock plc.