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

243 Pages·2016·1.74 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 this document
attached to this electronic transmission (the “document”), and you are therefore advised to read this carefully
before reading, accessing or making any other use of the document. In accessing the document, 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 OF SECURITIES
OF THE ISSUER FOR SALE IN THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS
UNLAWFUL TO DO SO. THE SECURITIES 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
SECURITIES 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 PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION
REQUIREMENTS. THE FOLLOWING DOCUMENT 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. 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 OTHER JURISDICTIONS.
This document is only being provided to you at your request as a general explanation of the structure of the
transaction described therein and is not intended to constitute or form part of an offer to sell or an invitation or
solicitation of an offer to sell the Notes described therein, nor shall it (or any part of it), or the fact of its
distribution, form the basis of or be relied on in connection with any contract therefor.
You are reminded that the document has been delivered to you on the basis that you are a person into whose
possession the document 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 document 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 Issuer in such jurisdiction.
By accessing this document, 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 this document by electronic
transmission, (c) you consent to accept delivery by electronic transmission of any subsequent document,
preliminary Prospectus and the final Prospectus on distribution and publication of the same, and (d) you are not
a U.S. person (within the meaning of Regulation S under the U.S. Securities Act of 1933, as amended) 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.
This document has been sent to you in the belief that you are (a) a person of the kind described in Article
49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the UK Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005 or who otherwise fall within an exemption set out in such
Order so that Section 21(1) of the Financial Services and Markets Act 2000 does not apply to the Issuer and (b)
a person to whom this document can be sent lawfully in accordance with all other applicable securities laws. If
this is not the case then you must return this document immediately.
This document 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
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the Arranger, the Issuer nor the Transaction Parties (as defined below) 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 document distributed to you
in electronic format and the hard copy version available to you on request from the Issuer and Deutsche Bank
AG, London Branch.
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MARKETPLACE ORIGINATED CONSUMER ASSETS 2016-1 PLC
(incorporated with limited liability in England and Wales under number 10027160)
Initial
Principal Pre-acceleration Final
Note Amount Issue Relevant Redemption Maturity Ratings (Fitch/
Class (GBP) Price Reference Rate Margin Profile Date Moody’s)
A 114,000,000 100% 1 month LIBOR 1.45% p.a. Sequential pass- October AA-(sf)/ Aa3(sf)
through 2024
redemption
B 7,500,000 100% 1 month LIBOR 2.90% p.a. Sequential pass- October A(sf)/ A2(sf)
through 2024
redemption
C 7,500,000 100% 1 month LIBOR 4.00% p.a. Sequential pass- October BBB+(sf)/ Baa2(sf)
through 2024
redemption
D 9,000,000 100% 1 month LIBOR 7.00% p.a. Sequential pass- October BB(sf) / Ba3(sf)
through 2024
redemption
Z 12,144,000 100% N/A Variable Sequential pass- October Unrated
interest through 2024
amount redemption
Closing Date .............................................. 4 October 2016, or such later date agreed between the Issuer and
the Arranger and notified to Zopa.
Standalone/programme issuance ............... Standalone issuance.
Underlying Assets...................................... The Issuer will make payments on the Notes from, among other
things, payments of principal and interest on a portfolio of loans
advanced by P2P Global Investments PLC (the “Seller”) through
the Zopa Platform (the “Loan Portfolio”) which will be purchased
by the Issuer on the Closing Date. Please refer to the section
entitled “The Loan Portfolio” for further information.
Cashflow .................................................... HSBC Bank PLC has agreed to act as Cash Manager and
Calculation Agent and as Principal Paying Agent in respect of the
Transaction. Please refer to the section entitled “Cashflows and
Cash Management” for further information.
Credit Enhancement ..................................  Subordination of junior ranking Notes;
 Cash Reserve Account; and
 Excess Available Interest Proceeds.
Please refer to sections entitled “Key Structural Features” and
“Cashflows and Cash Management” for further information.
Liquidity Support .......................................  Liquidity Reserve Account; and
 Application of amounts otherwise constituting Available
Principal Proceeds as Available Interest Proceeds.
Please refer to the sections entitled “Key Structural Features” and
“Cashflows and Cash Management” for further information.
Redemption Provisions
on the Notes ............................................... Information on any optional and mandatory redemption of the
Notes can be found under the section entitled “Overview of the
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Terms and Conditions of the Notes” and is set out in full in
Condition 8 (Redemption).
Credit Rating Agencies .............................. Fitch Ratings Limited (“Fitch”) and Moody’s Investors Service
Limited (“Moody’s” and together with Fitch, the “Rating
Agencies”).
As of the date hereof, each of Moody’s and Fitch is established in
the European Union and registered under Regulation (EC) No
1060/2009, as amended, of the European Parliament and of the
Council of 16 September 2009 on credit rating agencies (the “CRA
Regulation”).
As such, each of the Rating Agencies is included in the list of
credit rating agencies published by the European Securities and
Markets Authority (“ESMA”) on its website (at
www.esma.europa.eu/page/list-registered-and-certified-CRAs) in
accordance with the CRA Regulations. For the avoidance of doubt,
this website and the contents thereof do not form part of this
Prospectus. Please refer to the section entitled “Certain Regulatory
Disclosures – Credit Rating Agency Regulation” for further
information.
In general, European regulated investors are restricted from using a
rating for regulatory purposes if such rating is not issued by a credit
rating agency established in the European Union and registered
under the CRA Regulation unless the rating is provided by a credit
rating agency operating in the European Union before 7 June 2010
which has submitted an application for registration in accordance
with the CRA Regulation and such registration is not refused.
Credit Ratings ............................................ Ratings are expected to be assigned to the Class A Notes, the
Class B Notes, the Class C Notes and the Class D Notes (the
“Rated Notes”) as set out above on or before the Closing Date.
The Class Z Notes will not be rated.
The ratings reflect the views of the Rating Agencies and are based
on the Purchased Loan Assets and the structural features of the
Transaction.
The ratings assigned by Fitch and Moody’s address the likelihood
of: (a) timely payment of interest due to Noteholders in relation to
the Class A Notes on each Note Payment Date and ultimate
payment of interest due to Noteholders in relation to the Class B
Notes, the Class C Notes and the Class D Notes; and (b) full
payment of principal due to Noteholders by a date that is not later
than the Final Maturity Date.
The assignment of ratings to the Notes is not a recommendation to
invest in the Notes. Any credit rating assigned to the Notes may be
revised, suspended or withdrawn at any time.
Listings ...................................................... This prospectus has been approved by the Central Bank of Ireland
(the “Central Bank”), as competent authority under Directive
2003/71/EC, as amended, to the extent for the purposes of this
Prospectus such amendments have been implemented in the
Relevant Member State), and includes any relevant implementing
measure in the Relevant Member State (the “Prospectus
Directive”). This document comprises a prospectus for the purpose
of the Prospectus Directive. The Central Bank only approves this
prospectus as meeting the requirements imposed under Irish and
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EU law pursuant to the Prospectus Directive. Such approval relates
only to Notes which are to be admitted to trading on a regulated
market for the purposes of Directive 2004/39/EC and/or which are
to be offered to the public in any Member State of the European
Economic Area.
Application has been made to the Irish Stock Exchange plc (the
“Irish Stock Exchange”) for the Notes to be admitted to the
official list of the Irish Stock Exchange (the “Official List”) and to
trading on its regulated market. References in this Prospectus to
Notes being listed (and all related references) shall mean that such
Notes have been admitted to the Official List and to trading on the
Irish Stock Exchange’s regulated market. A copy of this Prospectus
will be filed with the Companies Registration Office in Ireland in
accordance with Regulation 38(1)(b) of the Prospectus (Directive
2003/71/EC) Regulations 2005 (as amended) (the “Prospectus
Regulations”).
Obligations ................................................ The Notes will be obligations of the Issuer alone and will not be
guaranteed by, or be the responsibility of, any other entity. The
Notes will not be obligations of any Transaction Party other than
the Issuer.
Retention Undertaking ............................... P2P Global Investments PLC, as “originator” for the purposes of
Article 405(1) of the CRR will, for the life of the Transaction,
retain a material net economic interest of not less than five (5) per
cent. in the securitisation in accordance with each of Article 405 of
Regulation (EU) No. 575/2013 (the Capital Requirements
Regulation (the “CRR”)); Article 51 of Regulation (EU) No
231/2013, referred to as the Alternative Investment Fund Managers
Regulation (the “AIFMR”); and Article 254 of Regulation (EU)
2015/35 (the “Solvency II Regulation” and together with the CRR
and the AIFMR, the “Retention Requirement Laws”) (which, in
each case, does not take into account any corresponding national
measures). As at the Closing Date, such interest will take the form
of a first loss tranche in accordance with Article 405(1)(d) of the
CRR; Article 51(1)(d) of the AIFMR; and Article 254(2)(d) of the
Solvency II Regulation comprising of the Class Z Notes having a
Principal Amount Outstanding of not less than five (5) per cent. of
the Aggregate Collateral Principal Balance. Any change to the
manner in which such interest is held will be notified to the
Noteholders in the Investor Reports. Please refer to the sections
entitled “Certain Regulatory Disclosures” and “Subscription and
Sale” for further information.
Significant Investor .................................... P2P Global Investments PLC, will, on the Closing Date, purchase
100 per cent. of the Class D Notes and the Class Z Notes.
Withholding tax ......................................... No gross-up of any payments to the Noteholders in respect of
amounts deducted from or withheld for or on account of Tax in
relation to the Notes is required of the Issuer.

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A “RISK FACTORS” SECTION BEGINNING ON PAGE 42 OF THIS PROSPECTUS 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 DETAILED WITHIN THAT SECTION.
Arranger
Deutsche Bank AG, London Branch
The date of this Prospectus is 3 October 2016.
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RESPONSIBILITY
The Issuer accepts responsibility for the information contained in this Prospectus. To the best of the
knowledge and belief of the Issuer (having taken all reasonable care to ensure that such is the case), the
information contained in this Prospectus is in accordance with the facts and does not omit anything likely to
affect the import of such information. Any information sourced from third parties contained in this Prospectus
has been accurately reproduced (and is clearly sourced where it appears in this Prospectus) and, as far as the
Issuer is aware and is able to ascertain from information published by that third party, no facts have been
omitted which would render the reproduced information inaccurate or misleading.
P2P Global Investments PLC (“P2PGI”) accepts responsibility for the information set out in the section
headed “The Seller and the Retention Holder”. To the best of the knowledge and belief of P2PGI (having taken
all reasonable care to ensure that such is the case), the information contained in such sections is in accordance
with the facts and does not omit anything likely to affect the import of such information. No representation,
warranty or undertaking, expressed or implied, is made, and no responsibility or liability is accepted by P2PGI
as to the accuracy or completeness of any information contained in this Prospectus (other than the section
referred to above) or any other information supplied in connection with the Notes or their distribution.
Zopa Limited (“Zopa” and/or the “Platform Servicer”) accepts responsibility for the information set out in
the sections headed “Zopa Limited”, “The Platform Servicer and the Servicing Procedures”, “The Loan
Portfolio” (other than the sub-sections “The Loan Portfolio – Origination – Platform Lending Agreement” and
“- Loan Portfolio Selection”) and “Certain Other Transaction Documents – Servicing Agreement”. To the best
of Zopa’s knowledge and belief (having taken all reasonable care to ensure that such is the case), the
information contained in such sections 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 Zopa as to the accuracy or completeness of any information contained in
this Prospectus (other than in the sections referred to above) or any other information supplied in connection
with the Notes or their distribution.
MW Eaglewood Europe LLP (the “Investment Manager”) accepts responsibility for the information set
out in the section headed “The Investment Manager”. To the best of the knowledge and belief of the Investment
Manager (having taken all reasonable care to ensure that such is the case), the information contained in such
section 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 Investment Manager as to the accuracy or completeness of any information contained
in this Prospectus (other than in the section referred to above) or any other information supplied in connection
with the Notes or their distribution.
HSBC Bank PLC (the “Cash Manager and Calculation Agent”, the “Issuer Account Bank”, the
“Principal Paying Agent” and the “Registrar”) accepts responsibility for the information set out in the section
headed “The Cash Manager and Calculation Agent, the Issuer Account Bank, the Principal Paying Agent and
the Registrar”. To the best of the knowledge and belief of HSBC Bank PLC (having taken all reasonable care to
ensure that such is the case), the information contained in such section 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 HSBC Bank PLC as to the accuracy
or completeness of any information contained in this Prospectus (other than in the section referred to above) or
any other information supplied in connection with the Notes or their distribution.
Target Servicing Limited (the “Back-Up Servicer”) has provided and accepts responsibility for the
information set out in the sections entitled “The Back-Up Servicer” and “Certain Other Transaction Documents
– Back-Up Servicing Agreement”. To the best of the knowledge and belief of the Back-Up Servicer (having
taken all reasonable care to ensure that such is the case), the information contained in such sections 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 Back-Up Servicer as to the accuracy or completeness of any information contained in this
Prospectus (other than in the sections referred to above) or any other information supplied in connection with
the Notes or their distribution.
BNP Paribas in its capacity as the Interest Rate Cap Provider (the “Interest Rate Cap Provider”) has
provided and accepts responsibility for the information set out in the sections entitled “The Interest Rate Cap
Provider” and “Certain Other Transaction Documents – Interest Rate Cap”. To the best of the knowledge and
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belief of the Interest Rate Cap Provider (having taken all reasonable care to ensure that such is the case), the
information contained in such sections 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 Cap Provider as to the accuracy or completeness of any
information contained in this Prospectus (other than in the sections referred to above) or any other information
supplied in connection with the Notes or their distribution.
DISCLAIMER
Except as otherwise stated above, none of the Arranger, the Principal Paying Agent, the Cash Manager and
Calculation Agent, the Issuer Account Bank, the Registrar, P2PGI, the Investment Manager, Zopa, or the
Trustee makes any representation, warranty or undertaking, express or implied, or accepts any responsibility,
with respect to the accuracy or completeness of any of the information in this Prospectus or part thereof or any
other information provided by the Issuer in connection with the Notes. Except as otherwise stated above, none
of the Arranger, the Principal Paying Agent, the Issuer Account Bank, the Cash Manager and Calculation Agent,
the Registrar, P2PGI, the Investment Manager, Zopa, or the Trustee accepts any liability in relation to the
information contained in this Prospectus or any other information provided by the Issuer in connection with the
Notes. Each potential purchaser of Notes should determine the relevance of the information contained in this
Prospectus or part hereof and the purchase of Notes should be based upon such investigation as each purchaser
deems necessary. Except as otherwise stated above, none of the Arranger, the Principal Paying Agent, the Cash
Manager and Calculation Agent, the Issuer Account Bank, the Registrar, P2PGI, the Investment Manager, Zopa,
or the Trustee undertakes or shall undertake to review the financial condition or affairs of the Issuer nor to
advise any investor or potential investor in the Notes of any information coming to the attention of the Arranger,
the Principal Paying Agent, the Cash Manager and Calculation Agent, the Issuer Account Bank, the Registrar,
P2PGI, the Investment Manager, Zopa, or the Trustee.
The information on the Transaction Documents contained in this Prospectus are an overview of the material
terms of such Transaction Documents. The overviews do not purport to be complete and are subject to the
provisions of the respective Transaction Documents. See further the sections entitled “Listing and General
Information” and “Terms and Conditions of the Notes”.
OFFER/INVITATION/DISTRIBUTION RESTRICTIONS
This Prospectus does not constitute an invitation to the public within the meaning of the Irish Companies
Act 2014 (the “Companies Act”) to subscribe for any Notes.
The distribution of this Prospectus, or any part thereof, and the offering of the Notes in certain jurisdictions
may be restricted by law. No representation is made by any Transaction Party that this Prospectus may be
lawfully distributed, or that the 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, and none of them
assumes any responsibility for facilitating any such distribution or offering. In particular, save for obtaining the
approval of this Prospectus as a prospectus for the purposes of the Prospectus Directive by the Central Bank (it
being understood that such approval alone will not permit a public offering of the Notes), no action has been or
will be taken by any Transaction Party which would permit a public offering of the Notes or distribution of this
Prospectus in any jurisdiction where action for that purpose is required.
Accordingly, the Notes may not be offered or sold, directly or indirectly, and neither this Prospectus nor
any advertisement or other offering material may be distributed or published, in any jurisdiction, except under
circumstances that will result in compliance with all applicable laws and regulations. Persons into whose
possession this Prospectus comes are required by the Issuer and Deutsche Bank AG, London Branch, as the
Arranger (the “Arranger”), to inform themselves about and to observe any such restriction. For a further
description of certain restrictions on offers and sales of the Notes and distribution of this Prospectus (or any part
hereof), see the section entitled “Subscription and Sale” below.
Neither the delivery of this Prospectus nor any sale or allotment made in connection with any offering of
any of the Notes shall, under any circumstances, constitute a representation or create any implication that there
has been no change in the information contained in this Prospectus since the date of this Prospectus.
THE NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT
OR ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES SECURITIES LAWS AND
THEREFORE MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE
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ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT PURSUANT TO AN EXEMPTION FROM, SUCH
REGISTRATION REQUIREMENTS. THE NOTES ARE NOT TRANSFERABLE EXCEPT IN
ACCORDANCE WITH THE RESTRICTIONS DESCRIBED HEREIN UNDER THE GLOBAL NOTES.
None of the Issuer, the Arranger, the Principal Paying Agent, the Issuer Account Bank, P2PGI, the Back-
Up Servicer, the Cash Manager and Calculation Agent, the Registrar, Zopa, the Interest Rate Cap Provider, or
the Trustee makes any representation to any prospective investor or purchaser of the Notes regarding the legality
of investment therein by such prospective investor or purchaser under applicable legal investment or similar
laws or regulations.
UNAUTHORISED INFORMATION
Save in respect of the Marketing Information, no person has been authorised to give any information or to
make any representation other than as contained in this Prospectus and, if given or made, such information or
representation must not be relied upon as having been authorised by or on behalf of the Issuer, the Arranger, the
Principal Paying Agent, the Issuer Account Bank, P2PGI, the Back-Up Servicer, the Cash Manager and
Calculation Agent, the Registrar, the Investment Manager, Zopa, the Interest Rate Cap Provider, the
Subordinated Loan Provider, or the Trustee. The delivery of this Prospectus at any time does not imply that the
information contained in it is correct as at any time subsequent to its date. For the avoidance of doubt, the
Marketing Information and the contents thereof do not form part of this Prospectus.
This Prospectus does not constitute an offer to sell or the solicitation of an offer to buy the Notes in any
jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction.
The distribution of this Prospectus or any part hereof and any offering of the Notes in certain jurisdictions
may be restricted by law. No action has been taken by the Issuer or the Arranger other than as set out in the
paragraph headed “Listing” on page 2 of this Prospectus that would permit a public offer of the Notes in any
country or jurisdiction where action for that purpose is required. Accordingly, the Notes may not be offered or
sold, directly or indirectly, and neither this Prospectus nor any part hereof nor any other prospectus, form of
application, advertisement or other offering material may be issued, distributed or published in any country or
jurisdiction (including the United Kingdom and Ireland), except in circumstances that will result in compliance
with applicable laws, orders, rules and regulations.
INFORMATION AS TO PLACEMENT
The Notes will be represented by Global Notes which are expected to be deposited with a common
depositary (the “Common Depositary”) for Euroclear Bank S.A./N.V. (“Euroclear”) and Clearstream Banking
société anonyme (“Clearstream, Luxembourg”) and registered in the name of a nominee of the Common
Depositary on the Closing Date.
CURRENCIES
In this Prospectus, unless otherwise specified, references to “euro”, “EUR” and “€” are to the lawful
currency of Member States of the European Union that adopt the single currency in accordance with the Treaty,
as amended and references to “Sterling”, “pound”, “£” and “GBP” are to the lawful currency of the United
Kingdom. References in this Prospectus to Ireland mean Ireland (excluding Northern Ireland).
FORWARD-LOOKING STATEMENTS AND STATISTICAL INFORMATION
Certain matters contained in this Prospectus are forward-looking statements. Such statements appear in a
number of places in this Prospectus, including with respect to assumptions on prepayment and certain other
characteristics of the Purchased Loan Assets, and reflect significant assumptions and subjective judgments by
the Issuer that may not prove to be correct. Such statements may be identified by reference to a future period or
periods and the use of forward-looking terminology such as “may”, “will”, “could”, “believes”, “expects”,
“anticipates”, “continues”, “intends”, “plans” or similar terms. Consequently, future results may differ from the
Issuer’s expectations due to a variety of factors, including (but not limited to) the economic environment and
regulatory changes. This Prospectus also contains certain tables and other statistical analyses (the “Statistical
Information”). Numerous assumptions have been used in preparing the Statistical Information, which may or
may not be reflected in the material. As such, no assurance can be given as to the Statistical Information’s
accuracy, appropriateness or completeness in any particular context, or as to whether the Statistical Information
and/or the assumptions upon which they are based reflect present market conditions or future market
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performance. The Statistical Information should not be construed as either projections or predictions or as legal,
tax, financial or accounting advice. The average life of or the potential yields on any security cannot be
predicted, because the actual rate of repayment on the underlying assets, as well as a number of other relevant
factors, cannot be determined. No assurance can be given that the assumptions on which the possible average
lives of or yields on the securities are made will prove to be realistic. None of the Arranger, the Principal Paying
Agent, the Cash Manager and Calculation Agent, the Issuer Corporate Services Provider, the Issuer Account
Bank, the Registrar, the Trustee, P2PGI, the Investment Manager, Zopa, or the Subordinated Loan Provider has
attempted to verify any forward-looking statements or Statistical Information, nor does it make any
representations, express or implied, with respect thereto. Prospective purchasers should therefore not place
undue reliance on any of these forward-looking statements or Statistical Information. None of the Arranger, the
Principal Paying Agent, the Cash Manager and Calculation Agent, the Issuer Corporate Services Provider, the
Issuer Account Bank, the Registrar, the Trustee, the Investment Manager, Zopa, the Subordinated Loan Provider
or P2PGI assumes any obligation to update these forward-looking statements or Statistical Information or to
update the reasons for which actual results could differ materially from those anticipated in the forward-looking
statements or Statistical Information, as applicable.
RETENTION REQUIREMENTS
The Retention Holder will represent and undertake to acquire and hold the Minimum Retained Amount on
the terms set out in the Master Framework Agreement.
Each prospective investor in the Notes is required to independently assess and determine whether the
information provided herein and in any reports provided to investors in relation to this transaction are sufficient
to comply with the Retention Requirement Laws or any other regulatory requirement. Notwithstanding anything
to the contrary herein, none of the Issuer, the Arranger, the Principal Paying Agent, the Issuer Account Bank,
P2PGI, the Back-Up Servicer, the Cash Manager and Calculation Agent, the Registrar, Zopa, the Interest Rate
Cap Provider, the Trustee, their respective Affiliates, corporate officers or professional advisers or any other
person makes any representation, warranty or guarantee that any such information is sufficient for such purposes
or any other purpose and no such person 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 thereby to
satisfy the Retention Requirement Laws or any other applicable legal, regulatory or other requirements. Each
prospective investor in the Notes which is subject to the Retention Requirement Laws or any other regulatory
requirement should consult with its own legal, accounting, regulatory and other advisers and/or its national
regulator to determine whether, and to what extent, such information is sufficient for such purposes and any
other requirements of which it is uncertain. See “Risk Factors – Certain Regulatory Considerations - Regulatory
Initiatives”, “Risk Factors – Certain Regulatory Considerations – EU Risk Retention and Due Diligence
Requirements”, “Certain Regulatory Disclosures” and “The Seller and the Retention Holder” below.
NO STABILISATION
In connection with the issue of the Notes, no stabilisation will take place and the Arranger will not be acting
as stabilising manager in respect of the Notes.

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