1 IMPORTANT NOTICE NOT FOR DISTRIBUTION TO ANY US PERSON OR TO ANY PERSON OR ...

274 Pages·2016·2.31 MB·English

IMPORTANTNOTICE
NOTFORDISTRIBUTIONTOANYU.S.PERSONORTOANYPERSONORADDRESSINTHEU.S.
IMPORTANT: You must read the following before continuing. The following applies to the prospectus attached to
thiselectronictransmission,and youarethereforeadvisedtoreadthiscarefullybeforereading,accessingormakingany
other use of the prospectus. In accessing the prospectus, you agree to be bound by the following terms and conditions,
includinganymodificationstothematanytimeyoureceiveanyinformationfromusasaresultofsuchaccess.
NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER TO SELL OR THE
SOLICITATIONOFANOFFERTOBUYTHESECURITIESOFTHEISSUERINTHEUNITEDSTATESORANY
OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE NOTES HAVE NOT BEEN, AND WILL
NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE NOTES
MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR
BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT), EXCEPT IN
CERTAIN TRANSACTIONS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS. THE FOLLOWING
PROSPECTUSMAY NOT BEFORWARDEDORDISTRIBUTEDTOANYOTHERPERSON ANDMAYNOT BE
REPRODUCED IN ANY MANNER WHATSOEVER AND, IN PARTICULAR, MAY NOT BE FORWARDED TO
ANY U.S. PERSON OR TO ANY U.S. ADDRESS. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION
OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS
DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF
OTHERJURISDICTIONS.
Thisprospectus has beendelivered to youon the basis that you are a person into whose possessionthis prospectus may
be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not, nor are
youauthorised to, deliver this prospectusto anyother person. Inorder to be eligible to viewthisprospectusor make an
investmentdecision withrespectto the securities, investors mustnotbe U.S. persons(withinthe meaningofRegulation
S under the Securities Act). This prospectus is being sent at your request and, byaccessing the prospectus, you shall be
deemed to have confirmed and represented to us that (i) you have understood and agree to the terms set out herein,
(ii)you consent to delivery of the prospectus by electronic transmission, (iii) you are not a U.S. person (within the
meaningofRegulationSundertheSecuritiesAct)oractingfortheaccountorbenefitofaU.S.personandtheelectronic
mailaddressthatyouhavegiventousandtowhichthise-mailhasbeendeliveredisnotlocatedintheUnitedStates,its
territoriesandpossessions(includingPuertoRico,theU.S.VirginIslands,Guam,AmericanSamoa,WakeIslandandthe
NorthernMarianaIslands)ortheDistrictofColumbiaand(iv)ifyouareapersonintheUnitedKingdom,thenyouarea
personwho(A)hasprofessionalexperienceinmattersrelatingtoinvestmentswithinArticle19oftheFinancialServices
and Markets Act (Financial Promotion) Order 2005 (the "FPO") or (B) is a high net worth entity falling within
Article49(2)(a)to(d)oftheFPO.
This prospectus has been sent to you in an 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 Turbo
Finance 7 plc, the Joint Arrangers, the Interest Rate Swap Counterparty, the Currency Swap Counterparty, the Joint
Bookrunners,theJointLeadManagers(asdefinedherein)noranypersonwhocontrolsanyofthemrespectively(norany
director,officer,employeeoragentofitoraffiliateofanysuchperson)acceptsanyliabilityorresponsibilitywhatsoever
in respect of any difference between the prospectus distributed to you in electronic format and the hard copy version
available to you on request from Turbo Finance 7 plc, the Joint Arrangers, the Interest Rate Swap Counterparty, the
CurrencySwapCounterparty,theJointBookrunnersortheJointLeadManagers(asdefinedherein).
1
TURBOFINANCE7PLC
(IncorporatedunderthelawsofEnglandandWaleswithlimitedliabilityunderregisterednumber10357951)
Notes Principal IssuePrice Interest Relevant FinalMaturity Ratings
Amount Rate/Reference Margin Date
Rate
ClassA1 £385,000,000 100% 1monthSterling 0.60% ThePaymentDate AAA(sf)by
LIBOR+ fallinginJune2023 S&PandAaa
RelevantMargin1 (sf)by
Moody's
ClassA2 €125,000,000 100% 1month 0.45% ThePaymentDate AAA(sf)by
EURIBOR+ fallinginJune2023 S&PandAaa
RelevantMargin2 (sf)by
Moody's
ClassB £58,400,000 100% 1monthSterling 1.50% ThePaymentDate A(sf)byS&P
LIBOR+ fallinginJune2023 andA2(sf)by
RelevantMargin1 Moody's
ClassC £8,500,000 100% 3.00% NA ThePaymentDate A-(sf)byS&P
fallinginJune2023 andBaa3(sf)
byMoody's
ClassD £9,720,000 100% 5.25% NA ThePaymentDate Norating
fallinginJune2023
ClassE £3,980,000 100% 15.00% NA ThePaymentDate Norating
fallinginJune2023
1TheClassA1NotesInterestRateandtheClassBNotesInterestRatewillbezeroifthesumof1monthSterlingLIBOR+RelevantMarginisless
thanzero.
2TheClassA2NotesInterestRatewillbezeroifthesumof1monthEURIBOR+RelevantMarginislessthanzero.
IssueDate The Issuer expects to issue the Notes in the classes set out above on 30 November
2016(the"ClosingDate").
UnderlyingAssets The Issuer will make payments on the Notes from, inter alia, payments of principal
andrevenuereceivedfromaportfoliocomprisingautoloans(hirepurchaseagreements
andpersonalcontractpurchasecontracts)originatedbyFirstRandBankLimitedacting
through its London Branch (the "Seller" and the "Originator") (the "Purchased
Receivables Pool")whichwillbepurchasedbytheIssuerontheClosingDateandon
each AdditionalPurchase Date. These hire purchase agreementsand personalcontract
purchaseagreementsprovideforequalmonthlypaymentsoverthetermofthecontract
or monthlypaymentsand a finalbulletpaymentor, inrespectofthe personalcontract
purchase agreements an additional larger "balloon" final rental payment at the end of
the term. See the section entitled "The Provisional Receivables Pool" for more
information.
CreditEnhancement SubordinationofjuniorrankingNotes.
Cash Reserve Account, funded from the proceeds of the issue of the Notes on the
Closing Date in an amount of £3,980,000 (the "Initial Cash Reserve Amount"),
correspondingto0.7%ofthe AggregateInitialCut-OffDatePrincipalBalance, which
will be topped-up (and increased, to an amount corresponding to 1.3% of the
Aggregate Initial Cut-Off Date Principal Balance) on each Payment Date up to the
Specified CashReserve Account Required Balance. Anybalance onthe CashReserve
Accountfromtimetotime(includingontheFinalMaturityDate)willformpartofthe
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AvailableDistributionAmount.ThemoniesintheCashReserveAccountmaybeused
by the Issuer to cover certain shortfalls, subject to and in accordance with the Pre-
EnforcementOrderofPriority.
ClassA2CashAccumulationFund.
Class A2 Cash Accumulation Fund is operated by the Cash Manager as the Class A2
Cash Accumulation Ledger on the Issuer Account. The Class A2 Cash Accumulation
Fund will not be funded on the Closing Date but only on and from the Payment Date
onwhichthePrincipalAmountOutstandingoftheClassA1Noteshasbeenreducedto
zero. On each Payment Date prior to the delivery of an Enforcement Notice and
beginning on the Payment Date on which the Principal Amount Outstanding of the
Class A1 Notes is reduced to zero, the Class A2 Cash Accumulation Ledger will be
funded up to the Class A2 Cash Accumulation Ledger Required Amount as at such
PaymentDateinaccordancewiththePre-EnforcementOrderofPriority.
Seethesectionentitled"CreditStructureandCashflow"formoreinformation.
RedemptionProvisions InformationonanyoptionalandmandatoryredemptionoftheNotesissummarisedon
pages 63 to 68 (Transaction Overview - Summary of the Terms and Conditions of the
Notes)andsetoutinfullinCondition7(Redemptionandcancellation).
CreditRatingAgencies Ratings will be assigned to the Rated Notes by Moody's and S&P. Each of Moody's
and S&P is established and operating in the European Union, is registered under
Regulation (EC) No 1060/2009, as amended (the "CRA Regulation") and is listed in
thelistofratingagenciesavailableintheEuropeanSecuritiesandMarketsAssociation
website.
Inaddition,inthisProspectusreferencesaremadetocertainratingsprovidedbyFitch.
Fitchisestablished and operatinginthe EuropeanUnion, is registered under the CRA
Regulation and is listed in the list of ratings agencies available in the European
SecuritiesandMarketsAssociationwebsite.
CreditRatings Ratings are expected to be assigned to the Rated Notes as set out above on or before
theClosingDate.
TheClassA1Notesand ClassA2NotesareexpectedtoberatedAaa(sf)byMoody's
andAAA(sf)byS&P.
The Class B Notes are expected to be rated A2 (sf) by Moody's and A (sf) by S&P.
TheClassCNotesareexpectedtoberatedBaa3(sf)byMoody'sand A-(sf)byS&P.
The Class A Notes, the Class B Notes and the Class C Notes are together the "Rated
Notes".TheClassDNotesandtheClassENoteswillnotberated.
The ratings assigned by S&P to the Rated Notes address (i) (x) in the case of the
Senior Notes, the timely payment of interest on the Senior Notes on each Payment
Date or (y) in the case of the Class C Notes, the ultimate payment of interest on the
Class C Notes on the Final Maturity Date and (ii) the ultimate repayment of the
Principal Amount Outstanding of the Rated Notes on or before the Final Maturity
Date.
The ratings assigned by Moody's address (i) the timely payment of interest on the
Senior Notes and (ii) the expected loss posed to investors in the Rated Notes by the
FinalMaturityDate.
The ratings shouldnot be regardedasa recommendationby the Issuer or by the
Joint Arrangers, the Joint Bookrunners or the Joint Lead Managers or by the
RatingAgenciestobuy,sellorholdtheRatedNotes.
The credit ratings of the Notes should be evaluated independently from similar
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ratingsonothertypesofsecurities.
TheassignmentofratingstotheRatedNotesisnotarecommendationtoinvestin
theRatedNotes.AnycreditratingassignedtotheRatedNotesmayberevisedor
withdrawnatanytime.
Listing This document comprises a prospectus (the "Prospectus"), for the purpose of
Directive 2003/71/EC, as amended by Directive 2010/73/EU (together, the
"Prospectus Directive"). This Prospectus has been approved by the Central Bank of
IrelandascompetentauthorityundertheProspectusDirective.
TheCentralBankofIrelandonlyapprovesthisProspectusasmeetingtherequirements
imposedunderIrishandEUlawpursuanttotheProspectusDirective.
ApplicationhasbeenmadetotheIrishStockExchangefortheNotestobeadmittedto
the Official List (the "Official List") and trading on its regulated market. The
regulated marketoftheIrishStockExchangeisaregulated marketforthepurposesof
Directive2004/39/EC(the"MarketsinFinancialInstrumentsDirective").
Obligations The Notes will be obligations of the Issuer alone and will not be guaranteed by, or be
the responsibility of, any other entity. In particular, the Notes will not be obligations
of,orguaranteedby,orbetheresponsibilityofFRBLondon,itsaffiliatesoranyother
partytotheTransactionDocumentsotherthantheIssuer.
RetentionUndertaking TheSellerwillundertakeintheReceivablesPurchaseAgreementthatitwillretain,on
anongoingbasis,a materialneteconomicinterestwhichshallinanyeventnotbeless
than 5%, in accordance with Articles 404-410 (inclusive) of the EU Capital
Requirements Regulation (the "CRR") and Section 5 of Chapter III ("Section 5") of
the Commission Delegated Regulation 231/2013 of 19 December 2012 (the
"AIFMR") supplementing the Alternative Investment Fund Managers Directive
2011/61/EUoftheEuropeanParliamentandtheCouncilof22July2013onalternative
investment fund managers (the "AIFMD") and Article 254 of Regulation (EU)
2015/35 of 10 October 2014 (the "Solvency II Regulation"). As at the Closing Date
and on each Additional Purchase Date, such interest will be comprised of randomly
selected Receivables with an aggregate Principal Balance equal to at least 5% of the
Principal Balance of the Purchased Receivables in the Portfolio in accordance with
Article405(1)(c)oftheCRR.Anychangetothemannerinwhichsuchinterestisheld
willbepromptlynotifiedtotheTrusteeandtheNoteholders.
EachprospectiveinvestorthatisrequiredtocomplywithArticles404-410oftheCRR
and Section 5 of the AIFMR is required independently to assess and determine the
sufficiency of the information described in this Prospectus and otherwise which may
be made available to investors (if any) generally for the purposes of complying with
Articles404-410oftheCRRandSection5oftheAIFMRandanycorrespondinglocal
implementing rules which may be relevant, and none of the Transaction Parties make
any representation that the information described in this Prospectus and otherwise
whichmaybe madeavailable toinvestors(ifany)issufficientinallcircumstancesfor
such purposes. Prospective investors who are uncertain as to the requirements under
Articles 404-410 of the CRR and Section 5 of the AIFMR which apply to them in
respectoftheirrelevantjurisdiction,shouldseekguidancefromtheirregulator.
Please refer to the section entitled "The Retained Interest Pool" and to "RISK
FACTORS-CompliancewiththeCRRandtheAIFMR".
EurosystemEligibility At the Closing Date the Notes will not satisfy all of the applicable criteria that are
currently in force to be recognised as eligible collateral for Eurosystem monetary
policyandintra-daycreditoperationsbytheEurosystem.Itisintendedonthe Closing
Date that the Notes will not be held in a manner that is consistent with Eurosystem
eligibility.
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Pleaserefertothesectionentitled"FormoftheNotes".
THE "RISK FACTORS" SECTION CONTAINS DETAILS OF CERTAIN RISKS AND OTHER FACTORS
THAT SHOULD BE GIVEN PARTICULAR CONSIDERATION BEFORE INVESTING IN THE NOTES.
PROSPECTIVE INVESTORS SHOULD BE AWARE OF THE ISSUES SUMMARISED WITHIN THAT
SECTION.
JointArrangersandJointBookrunners
BankofAmericaMerrillLynch BNPPARIBAS LloydsBankplc
JointLeadManagers
BankofAmericaMerrillLynch BNPPARIBAS FirstRandBankLimited
LloydsBankplc WellsFargoSecuritiesInternationalLimited
ThedateofthisProspectusis30November2016
5
IMPORTANTNOTICE
THE NOTES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND
EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION IN THE UNITED STATES OR ANY
OTHER U.S. REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED
UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS.ANYREPRESENTATIONTOTHECONTRARYISUNLAWFUL.THENOTESHAVENOTBEEN
ANDWILLNOT BEREGISTEREDUNDERTHESECURITIESACT,ORANYSTATESECURITIESLAWS.THE
NOTES MAY NOT BE OFFERED OR SOLD DIRECTLY OR INDIRECTLY WITHIN THE UNITED STATES OR
TO,ORFORTHEACCOUNTORBENEFIT OF,U.S.PERSONS(ASDEFINEDINREGULATIONSUNDERTHE
SECURITIESACT)EXCEPTPURSUANTTOANEXEMPTIONFROM,ORINATRANSACTIONNOTSUBJECT
TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE
SECURITIESLAWS. THENOTESWILLONLY BE OFFERED AND SOLD OUTSIDETHE UNITEDSTATESTO
NON-U.S. PERSONS PURSUANT TO THE REQUIREMENTS OF REGULATION S UNDER THE SECURITIES
ACT. THERE IS NO UNDERTAKING TO REGISTER THE NOTES UNDER STATE OR FEDERAL SECURITIES
LAW. THE NOTES CANNOT BE SOLD IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR
BENEFITOF,U.S.PERSONSUNLESSTHEYARESUBSEQUENTLYREGISTEREDORANEXEMPTIONFROM
REGISTRATIONUNDERTHESECURITIESACTISAVAILABLE.
Each initial and subsequent purchaser of Notes will be deemed, by its acceptance of such Notes, to have made certain
acknowledgements, representations and agreements intended to restrict the resale or other transfer thereof as set forth
therein and described in this Prospectus and, in connection therewith, may be required to provide confirmation of its
compliancewithsuchresaleorothertransferrestrictionsincertaincases.
ResponsibilityStatements
The Issuer accepts responsibility for the information contained in this Prospectus and to the best of the knowledge and
beliefoftheIssuer(whichhastakenallreasonablecaretoensurethatsuchisthecase)theinformationcontainedinthis
Prospectusisinaccordancewiththefactsanddoesnotomitanythinglikelytoaffecttheimportofsuchinformation.The
Issuer confirms that this Prospectus contains all information which is material in the context of the issue of the Notes,
thatsuchinformationcontainedinthisProspectusistrueandaccurateinallmaterialrespectsandisnotmisleading,that
the opinions and the intentions expressed in it are honestly held by it and that there are no other facts the omission of
which makesthisProspectus asa whole or anyofsuchinformationor the expressionof anysuchopinionsor intentions
misleadinginanymaterialrespectandallproperenquirieshavebeenmadetoascertainandtoverifythe foregoing.The
Issuer further confirms that where information has been sourced from a third party that such information has been
accuratelyreproduced and, sofar asthe Issuer isaware and isable toascertainfrominformationpublished bythatthird
party, no facts have been omitted which would render the reproduced information inaccurate or misleading. The Issuer
accepts responsibility accordingly and the Issuer has confirmed to the Joint Lead Managers, the Joint Bookrunners and
theJointArrangersthattheIssueracceptssuchresponsibility.
FirstRand Bank Limited acting through its London Branch in its capacity as the Seller and the Servicer accepts
responsibilityfortheinformationcontainedinthisdocumentrelatingtoitself,thedescriptionofitsrightsandobligations,
all information relating to the Financing Contracts, the Obligors, the Purchased Receivables, the Receivables Purchase
Agreement and the Servicing Agreement and the sections headed "THE SELLER AND SERVICER", "BUSINESS
PROCEDURES OF FIRSTRAND BANK LIMITED ACTING THROUGH ITS LONDON BRANCH",
"DESCRIPTION OF THE PURCHASED RECEIVABLES", "THE PROVISIONAL RECEIVABLES POOL", "THE
RETAINED INTEREST POOL", "HISTORICAL PERFORMANCE DATA", "ESTIMATED AMORTISATION OF
THE SENIOR NOTES", "ESTIMATED WEIGHTED AVERAGE LIFE OF THE SENIOR NOTES" and "THE
SELLER AND SERVICER" and all information relating to the Financing Contracts in anyServicing Report and all the
confirmations and undertakings for and in respect of the Retained Interest and, as applicable, the making of certain
informationavailabletoinvestorspursuantto Articles404-410(inclusive)ofthe CRRandSection5ofthe AIFMR(the
"FRB London Information")andtothebestofthe knowledgeandbeliefofFirstRand BankLimitedactingthroughits
LondonBranch(whichhastakenallreasonablecaretoensurethatsuchisthecase)suchFRB LondonInformationisin
accordance with the factsand doesnotomitanything likelyto affect the import of such information. No representation,
warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by the Seller and
ServicerastotheaccuracyorcompletenessofanyinformationcontainedinthisProspectus(otherthantheFRBLondon
Information)oranyotherinformationsuppliedinconnectionwiththeNotesortheirdistribution.
6
Lloyds Bank PLC in its capacity as the Account Bank accepts responsibility for the information contained in this
document relating to itself in the section headed "ACCOUNT BANK" (the "Account Bank Information") and to the
bestoftheknowledgeandbeliefoftheAccountBank(whichhastakenallreasonablecaretoensurethatsuchisthecase)
suchAccountBankInformationisinaccordance withthe factsand doesnotomitanythinglikelyto affectthe importof
such information. No representation, warranty or undertaking, express or implied, is made and no responsibility or
liability is accepted by the Account Bank as to the accuracy or completeness of any information contained in this
Prospectus(otherthantheAccountBankInformation)oranyotherinformationsuppliedinconnectionwiththeNotesor
theirdistribution.
Homeloan Management Limited in its capacity as the Back-up Servicer accepts responsibility for the information
contained in this document relating to itself in the section headed "Back-up Servicer" (the "Back-up Servicer
Information") and tothe bestofthe knowledge and beliefofthe Back-up Servicer (whichhastakenallreasonable care
to ensure that such is the case) such Back-up Servicer Information is in accordance with the facts and does not omit
anythinglikelyto affectthe importofsuchinformation. No representation, warrantyor undertaking, expressor implied,
is made and no responsibilityor liabilityis accepted bythe Back-up Servicer as to the accuracyor completeness of any
informationcontainedinthisProspectus(otherthantheBack-upServicerInformation)oranyotherinformationsupplied
inconnectionwiththeNotesortheirdistribution.
The Interest Rate Swap Counterparty accepts responsibility for the information contained in this document relating to
itself in the section headed "INTEREST RATE SWAP COUNTERPARTY" (the "Interest Rate Swap Counterparty
Information") and to the best of the knowledge and belief of the Interest Rate Swap Counterparty(which has taken all
reasonable care to ensure that such is the case) such Interest Rate Swap CounterpartyInformation is in accordance with
the facts and does not omit anything likely to affect the import of such information. No representation, warranty or
undertaking, express or implied, is made and no responsibility or liability is accepted by the Interest Rate Swap
Counterpartyasto the accuracyor completenessofanyinformationcontained inthisProspectus(other thanthe Interest
RateSwapCounterpartyInformation)oranyotherinformationsuppliedinconnectionwiththeNotesortheirdistribution.
The CurrencySwap Counterpartyaccepts responsibility for the information contained in this document relating to itself
in the section headed "CURRENCY SWAP COUNTERPARTY" (the "Currency Swap Counterparty Information")
and to the best of the knowledge and belief of the Currency Swap Counterparty(which has taken all reasonable care to
ensure thatsuchisthe case) such CurrencySwap CounterpartyInformationisinaccordance withthe factsand doesnot
omit anything likely to affect the import of such information. No representation, warranty or undertaking, express or
implied, is made and no responsibility or liability is accepted bythe Currency Swap Counterparty as to the accuracy or
completenessofanyinformationcontained inthisProspectus(other than the CurrencySwap CounterpartyInformation)
oranyotherinformationsuppliedinconnectionwiththeNotesortheirdistribution.
No representation, warranty or undertaking, express or implied, is made and no responsibility or liability is accepted
(other than with respect to the information referred to above and referable to it if any) by the Joint Arrangers, the Joint
Bookrunners,theJointLeadManagers,theSeller,theTrustee,thePayingAgent,theAgentBank,theAccountBank,the
CashManager, the Servicer, the Back-up Servicer, the Obligors, the Corporate ServicesProvider,the ListingAgent, the
Interest Rate Swap Counterparty, the Currency Swap Counterparty or any other party to the Transaction Documents or
anypersonaffiliatedwiththem(otherthantheIssuer)astotheaccuracyorcompletenessoftheinformationcontainedin
this Prospectus or any other information supplied in connection with the Notes or their distribution. Other than with
respecttotheinformationreferredtoabove,eachpersonreceivingthisProspectusacknowledgesthatsuchpersonhasnot
reliedontheJointArrangers, theJointBookrunners,theJointLeadManagers,theSeller, theTrustee,thePayingAgent,
the Agent Bank, the Account Bank, the Cash Manager, the Servicer, the Back-up Servicer, the Obligors, the Corporate
ServicesProvider,theListingAgent,theInterestRateSwapCounterparty,theCurrencySwapCounterpartyoranyother
party to the Transaction Documents or any person affiliated with them (other than the Issuer) in connection with any
investigationoftheaccuracyoftheinformationonitsinvestmentdecision.
Fortheavoidanceofdoubt,andnotwithstandinganyotherstatementcontainedinthisProspectus(but,fortheavoidance
of doubt, without prejudice to the statements above regarding FRB London's responsibility for the FRB London
Information), none of the Joint Arrangers, Joint Bookrunners or Joint Lead Managers makes any representation,
recommendation or warranty, express or implied, regarding the accuracy, adequacy, reasonableness or completeness of
the information contained herein or in any further information, notice or other document which may at any time be
supplied by the Issuer in connection with the Notes and none of the Joint Arrangers, Joint Bookrunners or Joint Lead
Managers accepts any responsibility or liability therefor. None of the Joint Arrangers, Joint Bookrunners or Joint Lead
Managers undertakes to review the financial condition or affairs of the Issuer or to advise any investor or potential
7
investor in the Notesofanyinformationcoming to the attentionofsuchJoint Arranger, JointBookrunner or JointLead
Manager,asapplicable.
TheIssuerisnotandwillnotberegulatedbytheCentralBankofIrelandasaresultofissuingtheNotes.Anyinvestment
in the Notes does not have the status of a bank deposit and it is not within the scope of the deposit protection scheme
operatedbytheCentralBankofIreland.
SociétéGénéraleSecuritiesServicesLuxembourgS.A.aslistingagentisactingsolelyinitscapacityaslistingagentfor
theIssuerinrelationtotheNotesandisnotitselfseekingadmissiontotheOfficialListoftheIrishStockExchangeorto
tradingontheIrishStockExchangeforthepurposesoftheProspectusDirective.
PCSLabel
AnapplicationhasbeenmadetoPrimeCollateralisedSecurities(PCS)UKLimitedfortheClassA1NotesandtheClass
A2 Notes to receive the Prime Collateralised Securities label (the "PCS Label") and it is currently expected that the
Class A1 Notes and the Class A2 Notes will receive the PCS Label. However, there can be no assurance that the Class
A1Notesandthe ClassA2NoteswillreceivethePCSLabel(eitherbeforeissuanceoratanytimethereafter)andifthe
ClassA1NotesortheClassA2NotesdoreceivethePCSLabel,therecanbenoassurancethatthePCSLabelwillnotbe
withdrawnfromtheClassA1NotesortheClassA2Notesatalaterdate.
ThePCSLabelisawarded tothe mostsenior tranche ofassetbacked transactionsthatfullymeetthe criteria thatare set
downbyPCS.Therelevantcriteriaseektocapturesomeoftheaspectsofsecuritiesthatareindicativeofsimplicity,asset
qualityandtransparencyandreflectsomeofthebestpracticesavailableinEurope.
ThePCSLabelisnotarecommendationtobuy,sellorholdsecurities.Itisnotinvestmentadvicewhethergenerallyoras
definedundertheMarketsinFinancialInstrumentsDirective(2004/39/EC)anditisnotacreditratingwhethergenerally
or asdefined under the CRA Regulationor Section3(a) ofthe Exchange Act(asamended bythe CreditRating Agency
Reform Act of 2006). Prime Collateralised Securities (PCS) UK Limited is not an "expert" as defined in the Securities
Act.
ByawardingthePCSLabeltocertainsecurities,noviewsareexpressedaboutthecreditworthinessofthesesecuritiesor
their suitability for any existing or potential investor or as to whether there will be a ready, liquid market for these
securities. Investors should conduct their own research regarding the nature of the PCS Label and must read the
informationsetoutinhttp://pcsmarket.org.Thewebsitehttp://pcsmarket.orgshallnotformpartofthisProspectus.
FormofNotes
TheNoteswillbeinbearerformandinthedenominationof:(i)inrespectoftheClassA1Notes,ClassBNotes,ClassC
Notes, Class D and Class E Notes £100,000 and integral multiples of £1,000 in excess thereof, or (ii) in respect of the
Class A2 Notes, €100,000 and integral multiples of €1,000 in excess thereof. The Notes of each Class will initially be
represented on issue by a temporary global note in bearer form (each, a "Temporary Global Note") without interest
coupons or receipts attached, which will be deposited on or about the Closing Date with a common safekeeper for
Clearstream Banking société anonyme ("Clearstream, Luxembourg") and Euroclear Bank S.A./N.V. ("Euroclear").
Each Temporary Global Note will be exchangeable for interests in a permanent global note in bearer form (each, a
"Permanent Global Note") representing the same Class of Notes, without interest coupons attached, not earlier than
forty(40)daysaftertheClosingDate(providedthatcertificatesastonon-U.S.beneficialownershiphavebeenreceived).
Ownership interests in the Temporary Global Notes and the Permanent Global Notes will be shown on, and transfers
thereofwillonlybeeffectedthrough,recordsmaintainedbyClearstream,LuxembourgandEuroclearandtheirrespective
participants. Interests in the Permanent Global Notes will be exchangeable for Definitive Notes in bearer form only in
certainlimitedcircumstancesassetforthherein.
EachGlobalNote willbeinthe formofa newglobalnote.TheNoteswillallhavethebenefitofthesecuritycreatedin
favour ofthe Trustee pursuantto the Deed ofCharge and the AssignationinSecurity(the "Issuer Security") and inthe
event of the Issuer Security being enforced, the Class A Notes will rank in priority to the Class B Notes, the Class B
NoteswillrankinprioritytotheClassCNotes,theClassCNoteswillrankinprioritytotheClassDNotesandtheClass
DNoteswillrankinprioritytotheClassENotes. CertaindebtsoftheIssuer,includingincertaincircumstancescertain
amountsdue under the InterestRate Swap Agreementand/or the CurrencySwap Agreement, willrankinpriorityto the
Notes.See"TERMSANDCONDITIONSOFTHENOTES".
8
Atthe ClosingDate the Notes willnotsatisfyallofthe applicable criteria thatare currentlyinforce to berecognised as
eligible collateral for Eurosystem monetary policy and intra-day credit operations by the Eurosystem. It is intended on
theClosingDatethattheNoteswillnotbeheldinamannerthatisconsistentwithEurosystemeligibility.
RepresentationsabouttheNotes
No person is or has been authorised in connection with the issue and sale of the Notes to make any representation or
provideanyinformationotherthanascontainedinthisProspectus.Anysuchrepresentationorinformationshouldnotbe
relied upon as having been authorised by or on behalf of the Issuer, Joint Arrangers, the Joint Bookrunners, the Joint
Lead Managers, the Seller, the Trustee, the Paying Agent, the Agent Bank, the Account Bank, the Cash Manager, the
Servicer,theBack-upServicer,theObligors,the CorporateServicesProvider,the ListingAgent,theInterestRate Swap
Counterparty,theCurrencySwapCounterpartyoranyotherpartytotheTransactionDocumentsoranypersonaffiliated
withthem.
Prospectiveinvestorsshould notconstruethecontentsofthisProspectusaslegal,economic,investment,accounting,tax
orotheradvice.Eachprospectiveinvestormustrelyuponitsownrepresentativesandprofessionaladvisers,includingits
ownlegalcounselandaccountants,astolegal,economic,taxandrelatedaspectsoftheinvestmentdescribedhereinand
asto itssuitabilityfor suchinvestor. Investmentinthe Notes may notbe suitable for allrecipientsofthisProspectus. If
youareinanydoubtaboutthecontentsofthisProspectusyoushouldconsultyourfinancialadvisers.
FinancialconditionoftheIssuerandtheObligors
Neither the delivery of this Prospectus nor the offer, sale, allocation, solicitation or delivery of any Note shall in any
circumstances create any implication or constitute a representation that there has been no adverse change, or any event
reasonablylikelytoinvolve anyadversechange inthe condition(financialorotherwise) oftheIssuerortheObligorsor
theinformationcontainedhereinsincethedateofthisProspectusorthattheinformationcontainedhereiniscorrectasat
anytimesubsequenttothedateofthisProspectus.
SellingRestrictions
ThisProspectushasbeenapprovedbytheCentralBankofIrelandascompetentauthorityundertheProspectusDirective.
TheCentralBankofIrelandonlyapprovesthisProspectusasmeetingtherequirementsimposedunderIrishandEUlaw
pursuanttotheProspectusDirective.
ApplicationhasbeenmadetotheIrishStockExchangefortheNotestobeadmittedtotheOfficialListandtradingonits
regulatedmarket.
NoactionhasbeenorwillbetakentopermitapublicofferingoftheNotesorthepublicdistributionofthisProspectusin
anyjurisdiction.ThedistributionofthisProspectusandtheofferingoftheNotesincertainjurisdictionsmayberestricted
bylaw.PersonsintowhosepossessionthisProspectus(oranypartthereof)comesarerequiredbytheIssuerandtheJoint
LeadManagerstoinformthemselvesaboutandtoobserveanysuchrestrictions.
NeitherthisProspectusnoranyparthereofconstitutesanofferof,oraninvitationby,oronbehalfof,theIssuer,theJoint
Arrangers, the JointBookrunnersor the JointLead Managersto subscribe for orpurchase anyofthe Notes. Neither this
Prospectus, nor anypart hereof, maybe used for or in connection with an offer to, or solicitation by, anyperson in any
jurisdiction or in any circumstance in which such offer or solicitation is not authorised or to any person to whom it is
unlawfultomakesuchofferorsolicitation.
Accordingly, the Notesmaynotbeofferedorsold,directlyorindirectly,andneitherthisProspectusnoranyparthereof
noranyotherprospectus,formofapplication,advertisement,otherofferingmaterialorotherinformationmaybeissued,
distributedorpublishedinanycountryorjurisdiction(includingtheUnitedKingdom),exceptincircumstancesthatwill
resultincompliancewithallapplicablelaws,orders,guidelinesandregulations.
NoneoftheIssuer,theJointArrangers,theInterestRateSwapCounterparty,theCurrencySwapCounterparty,theJoint
BookrunnersortheJointLeadManagersoranyoftheirrepresentativesismakinganyrepresentationtoanypurchaserof
the Notes described by this Prospectus regarding the legality of an investment by such purchaser under appropriate
securities, investment or similar laws. Prospective purchasers should consult with their advisers as to the legal, tax,
business,financialandrelatedaspectsofapurchaseoftheNotes.
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ForafurtherdescriptionofcertainrestrictionsonoffersandsalesoftheNotesandthedistributionofthisProspectus,see
"SUBSCRIPTIONANDSALE".
Ifyouareinanydoubtaboutthecontentsofthisdocumentyoushouldconsultyourstockbroker,bankmanager,solicitor,
accountantand/orotherfinancialadviser.
Itshouldberememberedthatthepriceofsecuritiesandtheincomefromthemcangodownaswellasup.
The Notes have not been, and will not be, registered under the Securities Act, and are subject to U.S. tax law
requirements. The Notes maynotbe offered, sold ordelivered, directlyor indirectly, inthe United Statesor to anyU.S.
persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the
SecuritiesAct.TheNotesarebeingofferedforsaleoutside theUnitedStatesinaccordance withRegulationSunderthe
SecuritiesAct.See"SUBSCRIPTIONANDSALE".
NoOffertoRetailInvestors
The Notes are not intended to be offered or transferred to, or held by, retail investors and this Prospectus has not been
preparedfordistributiontoretailinvestors.
AIFMR
The Seller has internal policies and procedures in relation to the granting of credit, administration of credit-risk bearing
portfoliosandriskmitigation.ThepoliciesandproceduresoftheSellerinthisregardbroadlyincludethefollowing:
a) criteriaforthegrantingofcreditandtheprocessforapproving,amending,renewingandre-financingcredits,as
to which please see further the section of the Prospectus headed "Business Procedures of FirstRand Bank
Limited acting through its London Branch - Submission of the Financing Contract and Underwriting of the
ProspectiveObligor";
b) systemsinplacetoadminister and monitorthe variouscredit-riskbearingportfoliosandexposures,asto which
we note thatthe Portfolio will be serviced inline withthe usual servicingproceduresof the Seller – please see
further the section of the Prospectus headed "Summary of the Principal Transaction Documents - Servicing
Agreement";
c) diversification of credit portfolios given the Seller's target market and overall credit strategy, as to which, in
relation to the Portfolio, please see the section of the Prospectus headed "The Provisional Receivables Pool";
and
d) policies and procedures in relation to risk mitigation techniques, as to which please see further the sections of
the Prospectus headed "Business Procedures of FirstRand Bank Limited acting through its London Branch -
Collections".
VolckerRule
The Issuer will be relying on an exclusion or exemption from the definition of "investment company" under the
InvestmentCompanyActof1940(the"InvestmentCompanyAct"),ascontainedinSection3(c)(5)(a)oftheInvestment
Company Act, although there may be additional exclusions or exemptions available to the Issuer. The Issuer is of the
viewthatitisnotnow,andimmediatelyfollowingtheissuanceoftheNotesandtheapplicationoftheproceedsthereof,
will not be a "covered fund" for the purposes of the Volcker Rule under the Dodd-Frank Wall Street Reform and
ConsumerProtectionAct.
Interpretation
ReferencesinthisProspectusto"£","Sterling"and"PoundsSterling"arereferencestothelawfulcurrencyforthetime
beingoftheUnitedKingdomofGreatBritainandNorthernIreland.
References in this Prospectus to "€" and "Euro" are references to the lawful currency of the member states of the
EuropeanUnionthathaveadoptedthesinglecurrencyinaccordancewiththeTreatyontheFunctioningoftheEuropean
Union,asamended.
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