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

154 Pages·2017·2.07 MB·English

IMPORTANT NOTICE
NOT FOR DISTRIBUTION TO ANY U.S. PERSON OR TO ANY PERSON OR ADDRESS IN THE
U.S.
IMPORTANT: You must read the following before continuing.

The following applies to the Information Memorandum attached to this electronic transmission, and
you are therefore advised to read this carefully before reading, accessing or making any other use of
the Information Memorandum. In accessing the Information Memorandum, you agree to be bound by
the following terms and conditions, including any modifications to them any time you receive any
information from us as a result of such access.

NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY THE SERIES 2017-1 NOTES IN THE UNITED STATES OR
ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SERIES 2017-1 NOTES
HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S. SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OF
THE UNITED STATES OR OTHER JURISDICTION AND THE SERIES 2017-1 NOTES MAY NOT BE
OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR
BENEFIT OF, U.S. PERSONS (WITHIN THE MEANING OF REGULATION S UNDER THE
SECURITIES ACT) UNLESS AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT IS AVAILABLE AND IN ACCORDANCE WITH ALL APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE FOLLOWING INFORMATION
MEMORANDUM MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND
MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER, AND IN PARTICULAR, MAY NOT
BE FORWARDED TO ANY U.S. PERSON OR TO ANY PERSON OR ADDRESS IN THE UNITED
STATES. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS INFORMATION
MEMORANDUM 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 OTHER JURISDICTIONS.

You are reminded that the Information Memorandum has been delivered to you on the basis that you
are a person into whose possession the Information Memorandum may be lawfully delivered in
accordance with the laws of the jurisdiction in which you are located and you may not, nor are you
authorised to, deliver the Information Memorandum to any other person. The materials relating to the
offering do not constitute, and may not be used in connection with, an offer or solicitation in any place
where offers or solicitations are not permitted by law. If a jurisdiction requires that the offering be made
by a licensed broker or dealer and the managers or any affiliate of the managers is a licensed broker
or dealer in that jurisdiction, the offering shall be deemed to be made by the managers or such affiliate
on behalf of the Loan Note Trustee in such jurisdiction.

By accessing the Information Memorandum, you shall be deemed to have confirmed and
represented to us that (a) you have understood and agree to the terms set out herein, (b) you
consent to delivery of the Information Memorandum by electronic transmission, (c) you are not a U.S.
person (within the meaning of Regulation S under the Securities Act) or acting for the account or
benefit of a U.S. person and the electronic mail address that you have given to us and to which this
e-mail has been delivered is not located in the United States, its territories and possessions
(including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the
Northern Mariana Islands) or the District of Columbia; (d) if you are a person in the United Kingdom,
then you are a person who (i) is an investment professional within the meaning of Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "FPO") or (ii) is a
high net worth entity falling within Article 49(2)(a) to (d) (inclusive) of the FPO (all such persons
together being referred to as "relevant persons"); and (e) if you are a person in Australia you are a
(i) sophisticated investor, (ii) a professional investor; or (iii) a person in respect of whom disclosure is
not required under Parts 6D.2 or 7.9 of the Australian Corporations Act. In the United Kingdom, this
Information Memorandum must not be acted on or relied on by persons who are not relevant
persons. Any investment or investment activity to which this Information Memorandum relates is
available only to relevant persons and will be engaged in only with relevant persons.
33408621_15
This Information Memorandum 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 the Trust Manager, the Issuer, the Security Trustee, Latitude,
the Servicer, the Account Bank, the Permitted Hedging Provider, the Liquidity Facility Provider, the
Arranger, the Joint Lead Managers, the Co-Manager or any person who controls any such person or
any director, officer, employee or agent of any such person (or affiliate of any such person) accepts
any liability or responsibility whatsoever in respect of any difference between the Information
Memorandum distributed to you in electronic format and the hard copy version available to you on
request from the Trust Manager, the Arranger, the Joint Lead Managers or the Co-Manager.
33408621_15 2
INFORMATION MEMORANDUM

Perpetual Corporate Trust Limited
(ABN 99 000 341 533) as trustee of the
LATITUDE AUSTRALIA PERSONAL LOANS SERIES 2017-1 TRUST

Definitions of capitalised terms used in this Information Memorandum are contained in the Glossary.

Aggregate Initial Initial Interest Rate Rating

Invested Amount (Moody’s / Fitch)
Class A Notes AUD397,800,000 Bank Bill Rate (1 month) + 1.20% Aaa(sf)/AAAsf
Class B Notes AUD67,200,000 Bank Bill Rate (1 month) + 1.75% Aa2(sf)/AAsf
Class C Notes AUD48,000,000 Bank Bill Rate (1 month) + 2.30% A2(sf)/Unrated
Class D Notes AUD32,400,000 Bank Bill Rate (1 month) + 3.15% Baa2(sf)/Unrated
Class E Notes AUD54,600,000 Bank Bill Rate (1 month) + 4.75% Ba2(sf)/Unrated
Seller Notes AUD51,000,000 Undisclosed Unrated

Arranger and Joint Lead Manager
Westpac Banking Corporation
(ABN 33 007 457 141)
Joint Lead Manager
Deutsche Bank AG, Sydney Branch
Joint Lead Manager
Citigroup Global Markets Australia Pty Limited
(ABN 64 003 114 832)

Co- Manager
Crédit Agricole Corporate and Investment Bank

This Information Memorandum is dated 29 November 2017
33408621_15 3
Purpose
This Information Memorandum has been prepared solely in connection with the Latitude Australia
Personal Loans Series 2017-1 Trust. This Information Memorandum relates solely to a proposed
issue of Class A Notes, Class B Notes, Class C Notes, Class D Notes and Class E Notes (the
“Offered Notes”) by the Issuer. This Information Memorandum does not relate to, and is not relevant
for, any other purpose than to assist the recipient to decide whether to proceed with a further
investigation of the Offered Notes. Without limitation, whilst this Information Memorandum contains
information relating to the Seller Notes (together with the Offered Notes, the “Notes”), the Seller Notes
are not being offered for issue, nor are applications for the issue of such Notes being invited by this
Information Memorandum.
This Information Memorandum is not intended to provide the sole basis of any credit or other
evaluation and it does not constitute a recommendation, offer or invitation to purchase the Offered
Notes by any person.
Potential investors in the Offered Notes should read this Information Memorandum and the
Transaction Documents and, if required, seek advice from appropriately authorised and qualified
advisers prior to making a decision whether or not to invest in the Offered Notes.
This Information Memorandum contains only a summary of the terms and conditions of the
Transaction Documents and the Trust. If there is any inconsistency between this Information
Memorandum and the Transaction Documents, the Transaction Documents should be regarded as
containing the definitive information. With the approval of the Trust Manager, a copy of the
Transaction Documents for the Trust may be inspected by potential investors or Noteholders in
respect of the Trust at the office of the Trust Manager on a confidential basis, by prior arrangement
during normal business hours.
No guarantee and Notes are not deposits
The Offered Notes will be the obligations solely of Perpetual Corporate Trust Limited in its capacity as
trustee of the Trust and do not represent obligations of or interests in, and are not guaranteed by,
Perpetual Corporate Trust Limited in its personal capacity or as trustee of any other trust or any
affiliate of Perpetual Corporate Trust Limited. Latitude Personal Finance Pty Ltd, KVD TM Pty Ltd or
their Related Entities and their respective affiliates do not in any capacity stand behind the
performance of or guarantee the Notes.
The Offered Notes do not represent deposits with, or any other liability of Westpac Banking
Corporation, Deutsche Bank AG, Sydney Branch, Citigroup Global Markets Australia Pty Limited,
Crédit Agricole Corporate and Investment Bank or any of their respective Related Entities. None of
Westpac Banking Corporation, Deutsche Bank AG, Sydney Branch, Citigroup Global Markets
Australia Pty Limited, Crédit Agricole Corporate and Investment Bank nor any of their respective
Related Entities guarantees or is otherwise responsible for the payment of interest or the repayment of
principal due on the Offered Notes, the performance of the Offered Notes or the Trust Assets or any
particular rate of capital or income return on the Offered Notes.
The holding of Offered Notes is subject to investment risk, including possible delays in repayment and
loss of income and principal invested. Investors should carefully consider the risk factors set out in
Section 3 (“Risk Factors”).
Responsibility for information contained in the Information Memorandum
None of the Issuer, the Security Trustee, Latitude, the Servicer, the Deposit Bank, the Initial Hedging
Provider, the Liquidity Facility Provider, the Arranger, the Joint Lead Managers or the Co-Manager
have authorised or caused the issue of this Information Memorandum (and expressly disclaim any
responsibility for any information contained in this Information Memorandum) and none of them has
separately verified the information contained in this Information Memorandum except, in each case,
with respect to the information for which they are expressed to be responsible in this Information
Memorandum (if any).
33408621_15 4
The Trust Manager accepts responsibility for the information contained in this Information
Memorandum (other than the information in sections 9.1, 9.2, 9.5, 9.6 and 9.7). To the best of the
knowledge and belief of the Trust Manager (and the Trust Manager has taken all reasonable care to
ensure that such is the case), the information contained in this Information Memorandum 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 any of the Trust Manager, the Issuer, the Security Trustee, Latitude, the
Servicer, the Account Bank, the Permitted Hedging Provider, the Liquidity Facility Provider, the
Arranger, the Joint Lead Managers, the Co-Manager, Moody’s and Fitch or their respective Related
Entities or any person affiliated with any of them (each a “Relevant Person”) as to the accuracy or
completeness of any information contained in this Information Memorandum (except, in each case, as
expressly stated in this Information Memorandum) or any other information supplied in connection with
the Offered Notes or their distribution.
Each person receiving this Information Memorandum acknowledges that such person has not relied
on any Relevant Person in connection with its investigation of the accuracy of the information in this
Information Memorandum or its investment decisions.
No person has been authorised to give any information or to make any representations other than as
contained in this Information Memorandum and the documents referred to in this Information
Memorandum in connection with the issue or sale of the Offered Notes and, if given or made, such
information or representation must not be relied upon as having been authorised by any Relevant
Person.
This Information Memorandum has been prepared by the Trust Manager based on information
available to it and the facts and circumstances existing as at 29 November 2017 (“Preparation Date”).
The Trust Manager has no obligation to update this Information Memorandum after the Preparation
Date having regard to information which becomes available, or facts and circumstances which come
to exist, after the Preparation Date.
Neither the delivery of this Information Memorandum nor any sale made in connection with this
Information Memorandum shall, under any circumstances, create any implication that there has been
no change in the affairs of the Trust or the Issuer since the Preparation Date or the date upon which
this Information Memorandum has been most recently amended or supplemented or that any other
information supplied in connection with the Offered Notes is correct as of any time subsequent to the
date on which it is supplied or, if different, the date indicated in the document containing such
information.
No Relevant Person undertakes to review the financial condition or affairs of the Trust during the life of
the Offered Notes or to advise any investor or potential investor in the Offered Notes of any changes
in, or matters arising or coming to their attention which may affect, anything referred to in this
Information Memorandum.
It should not be assumed that the information contained in this Information Memorandum is
necessarily accurate or complete in the context of any offer to subscribe for, or an invitation to
subscribe for, or buy any of, the Offered Notes at any time after the Preparation Date, even if this
Information Memorandum is circulated in conjunction with the offer or invitation.
No financial product advice
Neither this Information Memorandum nor any other information supplied in connection with the
Offered Notes is intended to provide the basis of any credit or other evaluation and should not be
considered as a recommendation by any Relevant Person that any recipient of this Information
Memorandum, or of any other information supplied in connection with the Offered Notes, should
purchase any of the Offered Notes. Each investor contemplating purchasing any of the Offered Notes
should make its own independent investigation of the Issuer, the Trust, the Trust Assets and the
Offered Notes and each investor should seek its own tax, accounting and legal advice as to the
consequence of investing in any of the Offered Notes. No Relevant Person accepts any responsibility
for, or makes any representation as to the tax consequences of investing in the Offered Notes.
33408621_15 5
Limited recourse
The Offered Notes issued by the Issuer are limited recourse instruments and are issued only in
respect of the Trust.
All claims against the Issuer in relation to the Offered Notes may, except in limited circumstances, be
satisfied only out of the Trust Assets secured under the General Security Agreement and the Master
Security Trust Deed, and are limited in recourse to distributions with respect to such Trust Assets from
time to time.
Except to the extent expressly prescribed by the Transaction Documents in respect of the Trust, the
Trust Assets are not available in any circumstances to meet any obligations of the Issuer in respect of
any other trust and if, upon enforcement of the General Security Agreement, sufficient funds are not
realised to discharge in full the obligations of the Issuer in respect of the Trust, no further claims may
be made against the Issuer in respect of such obligations and no claims may be made against any of
its assets including in respect of any other trust.
No disclosure under Corporations Act
This Information Memorandum is not a “Prospectus”, “Offer Information Statement” or a “Product
Disclosure Statement” for the purposes of the Corporations Act and is not required to be lodged with
the Australian Securities and Investments Commission. Accordingly, a person may not (directly or
indirectly) offer for subscription or purchase or issue invitations to subscribe for or buy or sell the
Offered Notes, or distribute this Information Memorandum where such offer, issue or distribution is
received by a person in the Commonwealth of Australia, its territories or possessions (“Australia”),
except if:
(a) the amount payable by the transferee in relation to the relevant Offered Notes is A$500,000
(disregarding any amount lent by the person offering the Offered Notes (as determined under
section 700(3) of the Corporations Act) or any of their associates (as determined under
sections 10 to 17 of the Corporations Act)) or more or if the offer or invitation to the transferee
is otherwise an offer or invitation that does not require disclosure to investors in accordance
with Part 6D.2 or Part 7.9 of the Corporations Act; and
(b) the offer or invitation does not constitute an offer to a “retail client” under Chapter 7 of the
Corporations Act; and
(c) the offer or invitation complies with all applicable laws and directives.
Selling restrictions
The distribution of this Information Memorandum and the offering or sale of the Offered Notes in
certain jurisdictions may be restricted by law. The Relevant Persons do not represent that this
Information Memorandum may be lawfully distributed, or that the Offered Notes may be lawfully
offered, in compliance with any applicable registration or other requirements in any such jurisdiction,
or pursuant to an exemption available thereunder, or assume any responsibility for facilitating any
such distribution or offering. In particular, no action has been or will be taken by any Relevant Person
that would permit a public offer of the Offered Notes in any country or jurisdiction where action for that
purpose is required.
Accordingly, the Offered Notes may not be offered or sold, directly or indirectly, and neither this
Information Memorandum nor any information memorandum, private placement memorandum,
prospectus, form of application, advertisement or other offering material may be issued or distributed
or published in any country or jurisdiction, except in circumstances that will result in compliance with
all applicable laws and regulations. Persons into whose possession this Information Memorandum
comes are required by the Issuer and the Trust Manager to inform themselves about, and to observe
any, such restrictions. In particular, see Section 13 (“Subscription and Sale”).
33408621_15 6
European Capital Requirements Regulation
Latitude Personal Finance Pty Ltd, as originator of the securitisation detailed in this Information
Memorandum and of which the issue of the Notes forms part for the purposes of Articles 404 – 410
(inclusive) of Regulation (EU) No 575/2013 of the European Parliament and Council (the “CRR”) as
supplemented by Commission Delegated Regulation (EU) No 625/2014 and Commission
Implementing Regulation (EU) No 602/2014 and Article 17 of the EU Alternative Investment Fund
Managers Directive (Directive 2011/61/EU), as supplemented by EU Regulation 231/2013 (“AIFMR”)
confirms that it will retain a material net economic interest of not less than 5 per cent. of the nominal
value of the securitisation in accordance with Article 405 of the CRR and Article 51 of the AIFMR (as
in force at the Closing Date) until the Maturity Date by way of a retention in accordance with paragraph
1(b) of Article 405 of the CRR and paragraph 1(b) of Article 51 of the AIFMR (as in force at the Closing
Date) of an originator's interest of not less than 5 per cent. of the nominal value of the securitised
exposures provided that Latitude will not be in breach of such undertaking if it fails to so comply due to
events, actions or circumstances beyond the control of Latitude.

The form of the retention of the originator's interest will be through Latitude's undertaking to retain the
Seller Note in an amount of not less than 5 per cent. of the Outstanding Amount of the Eligible
Receivables as at the Closing Date (in accordance with the terms of the confirmation set out above)
(the “EU Retention”). The continued compliance of Latitude with its undertaking to maintain its interest
in accordance with the CRR and the AIFMR will be disclosed in the investor reports which will be
made available to Noteholders.
Latitude will grant security over and otherwise deal with the retention in a manner permitted under
Article 405 of the CRR and Article 51 of the AIFMR and as specified in Article 12(2) of Commission
Delegated Regulation (EU) No 625/2014. Should the enforcement of that security or any
consequences arising from those dealings or any other reason (including the sale or other disposal of
the retention in the insolvency of Latitude) result in Latitude ceasing to retain a material net economic
interest in the retention then there would no longer be a retention in compliance with Article 405 of the
CRR and Article 51 of the AIFMR which would affect the liquidity of the Notes.
Each prospective investor that is required to comply with Articles 404 to 410 of the CRR (as
implemented in each Member State of the European Economic Area) or Section 5 of Chapter III of the
AIFMR (as implemented in each Member State of the European Economic Area) is required to
independently assess and determine the sufficiency of the information described above, in this
Information Memorandum and otherwise which may be made available to investors (if any) generally
for the purposes of compliance with Articles 404 to 410 of the CRR and Section 5 of Chapter III of the
AIFMR and none of the Issuer, the Trust Manager, the Arranger, the Joint Lead Managers, the Co-
Manager or any other person (i) makes any representation that the information described above or
elsewhere in this Information Memorandum or which otherwise may be made available to such
investors (if any) is sufficient in all circumstances for such purposes, (ii) shall have any liability to any
prospective investor or any other person with respect to the insufficiency of such information or any
failure of the transactions contemplated herein to comply with or otherwise satisfy the requirements of
Articles 404 to 410 of the CRR or Section 5 of Chapter III of the AIFMR or any other applicable legal,
regulatory or other requirements; or (iii) shall have any obligation, other than the obligations in respect
of Articles 405 and 409 of the CRR undertaken by Latitude in the Transaction Documents, to enable
compliance with the requirements of Articles 404 to 410 of the CRR and Section 5 of Chapter III of the
AIFMR or any other applicable legal, regulatory or other requirements. Prospective investors who are
uncertain as to the requirements under Articles 404 to 410 of the CRR and Section 5 of Chapter III of
the AIFMR which apply to them in respect of their relevant jurisdiction should seek guidance from their
regulator.
Investors should also be aware Article 135(2) of the European Union Solvency II Directive
2009/138/EC, as supplemented by Articles 254-257 of Commission Delegated Regulation (EU) No
2015/35 (“Solvency II”), which together with the AIFMR, introduce risk retention and due diligence
requirements similar to those set out in Articles 404 – 410 of the CRR and apply, respectively, to EEA
regulated alternative investment fund managers and EEA regulated insurance/reinsurance
undertakings (together with those requirements under the CRR, the “Existing EU Retention Rules”).
While such requirements are similar to those that apply under the CRR, they are not identical and, in
particular, additional due diligence obligations apply to investors under the AIFMR and Solvency II. It
is anticipated that the risk retention and due diligence requirements in the Securitisation Regulation
33408621_15 7
referred to below (once adopted) will apply also to investments in securitisations by EEA management
companies and funds regulated pursuant to the Undertakings for Collective Investment in Transferable
Securities Directive (Directive 2009/65/EC) (collectively “UCITS”) and to institutions for occupational
retirement provision as defined in EU Directive 2003/41/EC (“IORPS”). In this Offering Circular, the
Existing EU Retention Rules, together with those requirements under the principal EU Regulation (the
“Securitization Regulation”), are referred to as the “EU Retention Rules” (which, in each case, do
not take into account any relevant national measures) and any investor subject to the EU Retention
Rules is referred to as an “Affected Investor”.

Prospective investors should also be aware that new EU Retention Rules are expected to apply, in
place of the Existing EU Retention Rules, to securitizations in respect of which the relevant securities
are issued on or after January 1, 2019. The legislation to implement the new EU Retention Rules has
not yet been made, but the principal EU Regulation (the “Securitization Regulation”) is expected to
be substantially in the terms of a text issued by the Council of the European Union on June 26, 2017
(the “Council Text”). This summary assumes that the final terms of the Securitization Regulation will
be the same as the Council Text (which may not be the case). The EU Retention Rules in the
Securitization Regulation would apply to the types of regulated investors covered by the Existing EU
Retention Rules and also to UCITS and IORPs. There would be material differences between those
new EU Retention Rules and the Existing EU Retention Rules. With regard to securitizations in
respect of which the relevant securities are issued before January 1, 2019 (“Pre-2019
Securitizations”), investors that are subject to the Existing EU Retention Rules would continue to be
subject to the risk retention and due diligence requirements of the Existing EU Retention Rules,
including on and after that date. The Council Text makes no express provision as to the application of
any requirements of the Existing EU Retention Rules, or of the new EU Retention Rules in the
Securitization Regulation, to UCITS or IORPs that hold or acquire any interest in respect of a Pre-
2019 Securitization and, accordingly, it is not known what requirements (if any) may be applicable to
those investors. Prospective investors are themselves responsible for monitoring and assessing
changes to the EU Retention Rules and their regulatory capital requirements. Each Affected Investor
should consult with their own legal and regulatory advisors to determine whether, and to what extent,
the information described is sufficient for compliance by that Affected Investor with any applicable EU
Retention Rules. In the event that a regulator determines that the transaction did not comply or is no
longer in compliance with the EU Retention Rules or the Affected Investor has insufficient information
to satisfy its due diligence and/or ongoing monitoring requirements under the EU Retention Rules,
then an Affected Investor may be required by its regulator to set aside additional capital against its
investment in the Notes or take other remedial measures in respect of its investment in the Notes.

Latitude, as the sponsor under the Securities Exchange Act of 1934, as amended (“U.S. Risk
Retention Rules”), does not intend to retain at least 5 per cent. of the credit risk of the securitised
assets for the purposes of compliance with the U.S. Risk Retention Rules, but rather intends to rely on
an exemption provided for in Section 20 of the U.S. Risk Retention Rules regarding non-U.S.
transactions. Such non-U.S. transactions must meet certain requirements, including that (1) the
transaction is not required to be and is not registered under the Securities Act; (2) no more than 10 per
cent. of the dollar value (or equivalent amount in the currency in which the asset-backed security
interests (as described in Rule 2 of the U.S. Risk Retention Rules) are issued) of all classes of asset-
backed security interests (as defined in Rule 2 of the U.S. Risk Retention Rules) issued in the
securitisation transaction are sold or transferred to any "U.S. Person" as defined in the U.S. Risk
Retention Rules (“Risk Retention U.S. Person”) or for the account or benefit of a Risk Retention U.S.
Person; (3) neither the sponsor nor the issuer of the securitisation transaction is organised under U.S.
law or is a branch located in the United States of a non-U.S. entity; and (4) no more than 25 per cent.
of the underlying collateral was acquired from a majority-owned affiliate or branch of the sponsor or
issuer organised or located in the United States.
There can be no assurance that the exemption provided for in Rule 20 of the U.S. Risk Retention
Rules regarding non-U.S. transactions will be available. Furthermore, the impact of the U.S. Risk
Retention Rules on the securitisation market generally is uncertain and no assurance can be given as
to whether failure of the transaction to comply with the U.S. Risk Retention Rules (regardless of the
reason for such failure to comply) may give rise to regulatory action which may adversely affect the
market value and secondary market liquidity of the Notes.
Except with the prior written consent of Latitude (a "U.S. Risk Retention Consent"), any Notes
offered and sold by the Issuer may not be purchased by, or for the account or benefit of:
33408621_15 8
(a) Risk Retention U.S. Persons, unless such sale falls within the exemption provided by Section
20 of the U.S. Risk Retention Rules; or
(b) any "U.S. Person" as defined in Regulation S under the U.S. Securities Act of 1933
(“Regulation S”), as amended.
Prospective investors should note that the definition of "U.S. Person" in the U.S. Risk retention rules is
substantially similar to, but not identical to, the definition of "U.S. Person" in Regulation S. Any
purchaser of the Notes or a beneficial interest therein acquired in the initial syndication of the Notes,
by its acquisition of the Notes or a beneficial interest therein, will be required to make certain
representations and agreements, including that it (1) either (i) is not a risk retention U.S. Person or (ii)
it has obtained a U.S. Risk Retention Consent from Latitude, (2) whether it is acquiring such Notes or
a beneficial interest therein for its own account and not with a view to distribute such Notes, and (3)
where such purchaser has confirmed that it is not a Risk Retention U.S. Person, is not acquiring such
Notes or a beneficial interest therein as part of a scheme to evade the requirements of the U.S. Risk
Retention Rules (including acquiring such Notes or a beneficial interest therein through a non-Risk
Retention U.S. Person, rather than a Risk Retention U.S. Person, as part of a scheme to evade the 10
per cent. Risk Retention U.S. Person limitation in the exemption provided for in section 20 of the U.S.
Risk Retention Rules).
Credit Ratings
There are references in this Information Memorandum to ratings. A rating is not a recommendation to
buy, sell or hold securities, nor does it comment as to principal prepayments, market price or the
suitability of securities for particular investors. A rating may be changed, suspended or withdrawn at
any time by the relevant Credit Rating Agency. Each of Fitch and Moody’s is not established in the
European Union and has not applied for registration under Regulation (EC) No. 1060/2009 (as
amended) (the “CRA Regulation”). The ratings have been endorsed by Fitch Ratings Limited and
Moody’s Investors Service Ltd, respectively, in accordance with the CRA Regulation. Each of Fitch
Ratings Limited and Moody’s Investors Service Ltd is established in the European Union and
registered under the CRA Regulation. As such Fitch Ratings Limited and Moody’s Investors Service
Ltd are included in the list of credit rating agencies published by the European Securities and Markets
Authority on its website in accordance with the CRA Regulation.
Ratings are for distribution only to a person (a) who is not a “retail client” within the meaning of section
761G of the Corporations Act and is also a sophisticated investor, professional investor or other
investor in respect of whom disclosure is not required under Part 6D.2 or 7.9 of the Corporations Act,
and (b) who is otherwise permitted to receive ratings in accordance with applicable law in any
jurisdiction in which the person may be located. Anyone who is not such a person is not entitled to
receive the Information Memorandum and anyone who receives the Information Memorandum must
not distribute it to any person who is not entitled to receive it.
The credit ratings of the Notes should be evaluated independently from similar ratings on other types
of notes or securities. A rating does not address the market price or the suitability for a particular
investor of the Notes.
Important Notice

Prospective investors should not rely on information other than that contained in this Information
Memorandum. In making a purchase of Offered Notes, investors will be deemed to have made their
investment decision and analysis, including the merits and risks involved, and their own determination
of the suitability of any such investment, with particular reference to their own investment objectives
and experience and any other factors which may be relevant in connection with such investment,
based solely upon this Information Memorandum and not to have relied on any other information.
No Relevant Person makes any representation to any investor in the Offered Notes regarding the
legality of its investment under any applicable law.
The contents of this Information Memorandum should not be construed as providing legal, business,
accounting, financial or tax advice. Each prospective investor should consult its own legal, business,
financial, accounting and tax advisers prior to making a decision to invest in the Offered Notes.
33408621_15 9
Neither this Information Memorandum nor any other information supplied in connection with the
Offered Notes is intended to provide the basis of any credit or other evaluation and should not be
considered as a recommendation by any person that any recipient of this Information Memorandum,
or of any other information supplied in connection with the Offered Notes, should purchase any of the
Offered Notes.
No Relevant Person accepts any responsibility for, or makes any representation as to the tax
consequences of investing in the Offered Notes.
As at the date of this Information Memorandum, the Notes are not recognised as eligible collateral (or
recognised to fall into any specific category of eligible collateral) for the purposes of monetary policy
and intra-day credit operations by the European Central Bank’s liquidity scheme (“Eurosystem”)
either upon issue or at any or all times while any Notes are outstanding, and there is no guarantee that
any of the Notes will be so recognised at a future date. Eurosystem eligibility may affect the
marketability of the Offered Notes. Any potential investor in the Offered Notes should make its own
determinations and seek its own advice with respect to whether or not the Offered Notes constitute
Eurosystem eligible collateral.

Conflicts of interest

The Arranger and each Joint Lead Manager, acting in any capacity, discloses that in addition to the
arrangements and interests (the "Transaction Document Interests") it will or may have with respect
to any party to a Transaction Document or any other person described in the Information
Memorandum or as contemplated in the Transaction Documents (each a "Transaction Party"), it, its
Related Entities (as such term is defined in the Corporations Act) (the "Related Entities"), directors,
officers and employees:

(a) may from time to time be a Holder of Notes or have a pecuniary or other interest with respect
to the Notes and they may also have interests relating to other arrangements with respect to a
Holder of Notes or a Note; and
(b) may receive or pay fees, brokerage and commissions or other benefits, and act as principal in
any dealing with respect to any Notes,
(the "Note Interests").
Each purchaser of Offered Notes acknowledge these disclosures and further acknowledge and agree
that:
(i) each party and each of their Related Entities, directors, officers and employees (each a
"Relevant Entity") will or may have the Transaction Document Interests and may from time to
time have the Note Interests and is, and from time to time may be, involved in a broad range
of transactions including, without limitation, banking, dealing in financial products, credit,
derivative and liquidity transactions, investment management, corporate and investment
banking and research (the "Other Transactions") in various capacities in respect of any
Transaction Party or any other person, both on the Relevant Entity's own account and for the
account of other persons (the "Other Transaction Interests");
(ii) each Relevant Entity in the course of its business (whether with respect to the Transaction
Document Interests, the Note Interests, the Other Transaction Interests or otherwise) may act
independently of any other Relevant Entity;
(iii) to the maximum extent permitted by applicable law, the duties of each Relevant Entity in
respect of any Transaction Party and the Notes are limited to the contractual obligations of the
parties to the relevant Transaction Party as set out in the Transaction Documents and, in
particular, no advisory or fiduciary duty (except in the case of the Trustee in respect of the
Trust and the Security Trustee in respect of the Security Trust) is owed to any person;
(iv) a Relevant Entity may have or come into possession of information not contained in this
Information Memorandum that may be relevant to any decision by a potential investor to
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