MOTOR 2012 PLC. (incorporated with limited liability in England and Wales under registered number ) Relevant Margin N/A

Transcription

1 MOTOR 2012 PLC (incorporated with limited liability in England and Wales under registered number ) Notes Initial Principal Amount Issue Price Interest Rate Relevant Margin Redemption Profile Legal Maturity Date Expected Ratings (Moody's/Fitch) Class A1a $305,000, % Fixed Rate of % N/A Scheduled amortisation/ Pass through Payment Date falling in September 2013 P-1(sf)/F1+ sf Class A1b $245,000, % 1 month USD LIBOR +0.50% 0.50% Scheduled amortisation/ Pass through Payment Date falling in February 2020 Aaa(sf)/AAAsf Class A1c $200,000, % Fixed Rate of 1.286% N/A Scheduled amortisation/ Pass through Payment Date falling in February 2020 Aaa(sf)/AAAsf Class A2 320,000, % 1 month GBP LIBOR % 0.75% Pass through Payment Date falling in February 2020 Aaa(sf)/AAAsf Class B 221,333, % 1 month GBP LIBOR % 0.85% Pass through Payment Date falling in February 2020 NR/NR Issue Date Stand alone/ programme issuance Underlying Assets Key Structural Features The Issuer will issue the Notes set out above on or about the Closing Date. Stand alone issuance. The Issuer will make payments on the Notes from, inter alia, payments received in respect of a portfolio of receivables that are comprised of rights to amounts payable under the Underlying Agreements that will be purchased by the Issuer on or about the Closing Date. See the section entitled "DESCRIPTION OF THE PORTFOLIO" for more information. Credit Enhancement Features Subordination of the Class B Notes. Reserve Fund. Class A Cash Accumulation Fund. Excess spread. See the section entitled "CREDIT STRUCTURE" for more information. Liquidity Support Features Reserve Fund. - i -

2 Class A Cash Accumulation Fund. Currency Swap Reserve Account. See the section entitled "CREDIT STRUCTURE" for more information. Redemption Provisions Rating Agencies For information on optional and mandatory redemption of the Notes, see the section entitled "OUTLINE OF THE TRANSACTION The Notes" and Condition 7 (Redemption). Moody's and Fitch. It is expected that the Class A1a Notes will be rated P-1(sf), the Class A1b Notes will be rated Aaa(sf), the Class A1c Notes will be rated Aaa(sf) and the Class A2 Notes will be rated Aaa(sf) by Moody's, which is established and operating in the European Union and is registered under Regulation (EC) No 1060/2009, as amended (the "CRA Regulation"). It is expected that the Class A1a Notes will be rated F1+sf, the Class A1b Notes will be rated AAAsf, the Class A1c Notes will be rated AAAsf and the Class A2 Notes will be rated AAAsf by Fitch, which is established and operating in the European Union and is registered under the CRA Regulation. Ratings Ratings are expected to be assigned to the Class A Notes by the Rating Agencies as set out above on or before the Closing Date. The ratings reflect the views of the Rating Agencies and are based on the Purchased Receivables, the Related Collateral and the structural features of the transaction, including, inter alia, the ratings of the Swap Counterparties. The ratings assigned by Fitch address the likelihood of full and timely payment to the Class A Noteholders (i) of interest due on each Payment Date and (ii) of principal on a date that is not later than the Legal Maturity Date. The ratings assigned by Moody's address expected losses to a Class A Noteholder in proportion to the Aggregate Note Principal Amount Outstanding of the Class A Notes held by that Class A Noteholder by the Legal Maturity Date. In Moody's opinion, the structure allows for timely payment of interest and principal at par on the Legal Maturity Date. The assignment of ratings to the Class A Notes is not a recommendation to invest in the Class A Notes and may be revised, suspended, qualified or withdrawn at any time by the relevant Rating Agency. The Class B Notes will not be rated. Listing Obligations Retention Undertaking This prospectus (the "Prospectus") comprises a prospectus for the purpose of Directive 2003/71/EC (the "Prospectus Directive"). The Prospectus has been approved by the Central Bank of Ireland (the "Central Bank"), as competent authority under the Prospectus Directive. The Central Bank only approves this Prospectus as meeting the requirements imposed under Irish and EU law pursuant to the Prospectus Directive. Application has been made to the Irish Stock Exchange Limited (the "Irish Stock Exchange") for the Notes to be admitted to the Official List (the "Official List") and trading on its regulated market. The Notes will be obligations of the Issuer alone and will not be the obligations of, or guaranteed by, or be the responsibility of, any other entity. In particular, the Notes will not be obligations, or guaranteed by, or be the responsibility of any Transaction Party, other than the Issuer. The Seller undertakes that it will retain, on an ongoing basis, a material net economic interest in the Transaction which shall in any event not be less than 5%, in accordance with Article 122(a) of Directive 2006/48/EC (as amended), referred to as the Capital - ii -

3 Requirements Directive ("CRD"). See the section entitled "ARTICLE 122A OF THE CAPITAL REQUIREMENTS DIRECTIVE" for more information. Distribution The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act") or any state securities laws and 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 ("Regulation S")) ("U.S. persons") unless an exemption from the registration requirements of the Securities Act is available and in accordance with all applicable state securities laws. Prospective purchasers are hereby notified that the seller of the Notes may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. The Notes are not transferrable except in accordance with the restrictions described under "TRANSFER RESTRICTIONS". The Class A1a Notes will be structured to be "eligible securities" for purchase by money market funds under Rule 2a-7 under the United States Investment Company Act of 1940, as amended (the "Investment Company Act"). Rule 2a-7 includes additional criteria for investments by money market funds, including additional requirements relating to a portfolio of maturity, liquidity and risk diversification. Money market funds contemplating a purchase of Class A1a Notes and their advisors, should consider these requirements and consider whether an investment in the Class A1a Notes satisfies the fund's investment policies before making a purchase. Definitions Please refer to the section entitled "INDEX OF DEFINED TERMS" for page references to the definitions of capitalised terms used in this Prospectus. A "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. Bank of America Merrill Lynch Lead Managers Citigroup Global Markets Limited Co-Manager RBC Capital Markets Santander Global Banking & Markets This Prospectus is dated 17 September iii -

4 IMPORTANT NOTICES The Class A1 Notes, the Class A2 Notes and the Class B Notes (each such class, a "Class", and all Classes collectively, the "Notes") of Motor 2012 PLC (the "Issuer") are backed by a portfolio of receivables, which are sold and assigned to the Issuer or purported to be assigned to, or held on trust by the Seller for the Issuer in accordance with the terms of the Receivables Sale Agreement (the "Purchased Receivables"). The Purchased Receivables are comprised of rights to amounts payable under retail auto Conditional Sale Agreements, Fixed-Sum Loan Agreements and PCP Agreements (each defined individually in "DESCRIPTION OF THE PORTFOLIO", and each represented by an Underlying Agreement, where "Underlying Agreement" means any agreement entered into between the Seller and any Customer for the purpose of financing the acquisition of certain passenger cars, light commercial vehicles ("LCVs"), off-road vehicles, vans or light trucks in each case located in the United Kingdom (the "Financed Vehicles") and (except in the case of Fixed-Sum Loan Agreements) the Related Collateral (defined in "OUTLINE OF THE TRANSACTION The Portfolio: Purchased Receivables and Related Collateral") and, together with the Purchased Receivables, the "Portfolio"). Except in respect of Fixed-Sum Loan Agreements, title to the Financed Vehicles will remain with Santander Consumer (UK) plc (the "Seller" or "SC UK") until it is transferred to the relevant obligors under the Underlying Agreements (the "Customers") in accordance with the relevant Underlying Agreement or sold by SC UK following repossession of the Financed Vehicles from the relevant Customer. Deutsche Bank Trust Company Americas will act as trustee (the "Trustee") for the holders of the Notes (the "Noteholders") and the other Secured Creditors pursuant to a trust deed dated on or about the Closing Date (the "Trust Deed"), and the obligations of the Issuer under the Notes will be secured by first-ranking security interests granted to the Trustee for the Noteholders and the other Secured Creditors pursuant to a deed of charge dated on or about the Closing Date (the "Deed of Charge"). Although the Notes will share in the same Security (defined in "OUTLINE OF THE TRANSACTION Security"), the Class A Notes will rank in priority to the Class B Notes in the event of the Security being enforced, see "THE MAIN PROVISIONS OF THE DEED OF CHARGE". The Notes will be issued on or about 19 September 2012 (the "Closing Date") at the issue price indicated in the table at page ii above. The issuance of the Notes and the transactions contemplated by the Receivables Sale Agreement, the Servicing Agreement, the Back-up Servicing Agreement, the Trust Deed, the Deed of Charge, the Scottish Transfer, the Scottish Supplemental Security, the Swap Agreements, the Subordinated Loan Agreement, the Cash Administration Agreement, the Account Bank Agreement, the Seller Accounts Declaration of Trust, the Agency Agreement, the Subscription Agreement, the Corporate Administration Agreement, the Deed of Undertaking (each as defined herein) and any amendment, terminations, replacements or supplements relating to any such agreement (the "Transaction Documents") are referred to as the "Transaction". This Prospectus constitutes a prospectus for the purpose of Article 5.3 of the Prospectus Directive in respect of asset-backed securities within the meaning of Article 2(5) of the Commission Regulation (EC) No. 809/2004 of 29 April 2004 and the relevant implementing provisions in Ireland. The Prospectus has been approved by the Central Bank of Ireland, as competent authority under the Prospectus Directive. The Central Bank of Ireland only approves this Prospectus as meeting the requirements imposed under Irish and EU law pursuant to the Prospectus Directive. Application has been made to the Irish Stock Exchange (the "Irish Stock Exchange") for the Notes to be admitted to the Official List and trading on its regulated market. Such approval relates only to the Notes which are admitted to trading on the regulated market of the Irish Stock Exchange or other regulated markets for the purpose of Directive 2004/39/EC or which are to be offered to the public in any Member State of the European Economic Area. The Issuer designates Ireland as Home Member State for the purpose of the Notes to be issued and the approval of the Prospectus. NOTICE TO NEW HAMPSHIRE RESIDENTS NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENCE HAS BEEN FILED WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF NEW HAMPSHIRE THAT ANY DOCUMENT FILED UNDER RSA 421 B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE OF NEW HAMPSHIRE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY, OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO - iv -

5 ANY PROSPECTIVE PURCHASER, CUSTOMER, OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH. 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 ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE STATE OR FEDERAL SECURITIES LAWS. ACCORDINGLY, THE NOTES ARE BEING OFFERED AND SOLD AND CAN BE RESOLD (A) IN THE UNITED STATES ONLY TO QUALIFIED INSTITUTIONAL BUYERS ("QIBs") PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, AND (B) OUTSIDE THE UNITED STATES TO PERSONS OTHER THAN U.S. PERSONS PURSUANT TO REGULATION S UNDER THE SECURITIES ACT. FOR A DESCRIPTION OF CERTAIN RESTRICTIONS ON RESALES OR TRANSFERS, SEE "TRANSFER RESTRICTIONS". There is no undertaking to register the Notes under U.S. state or federal securities laws. Until 40 days after the commencement of the offering, an offer or sale of the Notes within the United States by the Lead Managers and Co-Manager (whether or not participating in this offering) may violate the registration requirements of the Securities Act if such offer or sale is made otherwise than in compliance with Rule 144A or pursuant to another exemption from the registration requirements of the Securities Act. Banco Santander, S.A., Bank of America Merrill Lynch and Citigroup Global Markets Limited (the "Lead Managers") and RBC Europe Limited (the "Co-Manager" and, together with the Lead Managers, the "Managers") will purchase, or procure subscriptions for, the Notes from the Issuer. The Lead Managers and the Co-Manager do not intend to make a market for the Notes. Pursuant to Article 122a ("Article 122a") of Directive 2006/48/EC (as amended) referred to as the Capital Requirements Directive ("CRD") (which does not take into account any implementing rules of the CRD in a relevant jurisdiction), the Seller undertakes that it will retain not less than 5 per cent. of the net economic interest in the Transaction. Article 122a of the CRD became applicable as of 1 January As at the Closing Date, such interest will be comprised of an interest in the Class B Notes which is not less than 5 per cent. of the nominal value of the securitised exposures in accordance with paragraph 1(d) of Article 122a. Any change to the manner in which this interest is held will be notified to Noteholders. Please refer to the section entitled "ARTICLE 122A OF THE CAPITAL REQUIREMENTS DIRECTIVE" for further information. For a discussion of certain significant factors affecting investments in the Notes, see "RISK FACTORS". An investment in the Notes is suitable only for financially sophisticated investors who are capable of evaluating the merits and risks of such investment and who have sufficient resources to be able to bear any losses which may result from such investment. For reference to the definitions of capitalised words and phrases appearing herein, see "INDEX OF DEFINED TERMS". Each of the Class A1 Notes, the Class A2 Notes and the Class B Notes will be represented by a global note in registered form (each, a "Global Note") without interest coupons attached as set out below: (a) (b) (c) (d) the Reg S Global Notes representing the Class A1 Notes are expected to be deposited with a common depository (the "Common Depository") for Euroclear and Clearstream, Luxembourg and registered in the name of a nominee of such Common Depository; the Reg S Global Notes representing the Class A2 Notes are expected to be deposited with the Common Depository for Euroclear and Clearstream, Luxembourg and registered in the name of a nominee of such Common Depository; the Rule 144A Global Notes representing the Class A1 Notes are expected to be deposited with Deutsche Bank Trust Company Americas as custodian (the "DTC Custodian") for the Depository Trust Company ("DTC") and registered in the name of Cede & Co as its nominee; the Rule 144A Global Notes representing the Class A2 Notes are expected to be deposited with the Common Depository for Euroclear and Clearstream, Luxembourg and registered in the name of a nominee of such Common Depository, and - v -

6 (e) the Class B Global Note will be deposited with the Class B Noteholder and registered in the name of the Class B Noteholder, in each case, on the Closing Date. The Class A1 Notes and the Class A2 Notes may be transferred in book-entry form only. The Notes will, for so long as Euroclear or Clearstream and DTC so permit, be issued in minimum denominations of 100,000 or $250,000 depending on the currency of denomination of the relevant Note and integral multiples of 1,000 (or 1, in relation to the Class B Notes) and $1,000 in excess thereof. Except in the limited circumstances described herein, Notes in definitive, certificated and fully registered form ("Definitive Notes") will not be issued in exchange for beneficial interests in a Global Note. The Notes will be governed by the laws of England and Wales. See "TERMS AND CONDITIONS OF THE NOTES Form and Denomination". THE NOTES REPRESENT OBLIGATIONS OF THE ISSUER ONLY AND DO NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE MANAGERS, THE SELLER, THE SERVICER, THE SWAP COUNTERPARTIES, THE TRUSTEE, THE ACCOUNT BANK, THE COLLECTION ACCOUNT BANK, THE BACK-UP SERVICER, THE BACK-UP SERVICER FACILITATOR, THE PRINCIPAL PAYING AGENT, THE US PAYING AGENT, THE REGISTRAR, THE AGENT BANK, THE CALCULATION AGENT, THE CASH ADMINISTRATOR, THE SUBORDINATED LOAN PROVIDER, THE LISTING AGENT, THE COMMON DEPOSITORY, THE DTC CUSTODIAN OR ANY OF THEIR RESPECTIVE AFFILIATES OR ANY OTHER PARTY TO THE TRANSACTION DOCUMENTS (OTHER THAN THE ISSUER). NEITHER THE NOTES NOR THE PURCHASED RECEIVABLES WILL BE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR BY THE MANAGERS, THE SELLER, THE SERVICER, THE SWAP COUNTERPARTIES, THE TRUSTEE, THE ACCOUNT BANK, THE COLLECTION ACCOUNT BANK, THE BACK-UP SERVICER, THE BACK-UP SERVICER FACILITATOR, THE PRINCIPAL PAYING AGENT, THE US PAYING AGENT, THE REGISTRAR, THE AGENT BANK, THE CALCULATION AGENT, THE CASH ADMINISTRATOR, THE SUBORDINATED LOAN PROVIDER, THE LISTING AGENT, THE COMMON DEPOSITORY, THE DTC CUSTODIAN OR ANY OF THEIR RESPECTIVE AFFILIATES OR ANY OTHER PARTY TO THE TRANSACTION DOCUMENTS (OTHER THAN THE ISSUER) OR BY ANY OTHER PERSON OR ENTITY EXCEPT AS DESCRIBED HEREIN. Class Initial Principal Amount Interest Rate Issue Price 100 % Expected Rating (Moody's/ Fitch) P-1(sf)/F1+sf Legal Maturity Date ISIN Common Code CUSIP A1a $305,000,000 Fixed Rate of % Payment Date falling in September 2013 Reg S: XS A: Reg S: AA7 A1b $245,000,000 1 month USD LIBOR % 100% Aaa(sf) /AAAsf Payment Date falling in February 2020 Reg S: XS A: Reg S: AB5 A1c $200,000,000 Fixed Rate of 1.286% 100% Aaa(sf) /AAAsf Payment Date falling in February 2020 Reg S: XS A: Reg S: AC3 A2 320,000,000 1 month GBP LIBOR % 100% Aaa(sf)/ AAAsf Payment Date falling in February A: XS Reg S: XS A: Reg S: N/A B 221,333,241 1 month GBP LIBOR % 100% NR/NR Payment Date falling in February 2020 N/A N/A N/A Interest on the Class A1a Notes will accrue at a per annum fixed rate equal to %, interest on the Class A1b Notes will accrue at a per annum rate equal to the sum of USD LIBOR for 1 month Dollar deposits (in the case of the first Interest Period, the linear interpolation of 1 month and 2 month Dollar - vi -

7 deposits) and 0.50% and interest of the Class A1c Notes will accrue at a per annum fixed rate equal to 1.286%. Interest on the Sterling Notes will accrue at a per annum rate equal to the sum of GBP LIBOR for 1 month Sterling deposits (in the case of the first Interest Period, the linear interpolation of 1 month and 2 month Sterling deposits) and 0.75% in the case of the Class A2 Notes and 0.85% in the case of the Class B Notes. Interest will be payable in the Applicable Currency by reference to successive interest accrual periods (each, an "Interest Period") monthly in arrear on the 25 th day of each calendar month, unless such date is not a Business Day, in which case the Payment Date shall be the next succeeding Business Day (each, a "Payment Date"). The first Interest Period will commence on (and include) the Closing Date and end on (but exclude) the first Payment Date, which will be the Payment Date falling on 25 October 2012 (the "First Payment Date"). "Business Day" shall mean a day on which commercial banks and foreign exchange markets are open or required to be open for business in New York, London, England and in Dublin, Ireland. "GBP LIBOR" shall mean, in relation to the Basis Rate Swap, the Currency Swaps and the Sterling Notes, for each Interest Period the rate for deposits in Sterling for a period of 1 month (with respect to the first Interest Period the linear interpolation between 1 month and 2 months) which appears on Reuters 3000 page LIBOR01 (or such other page as may replace such page on that service for the purpose of displaying London inter bank offered rate quotations of major banks) as of 11:00 a.m. (London time) on the first day of each such Interest Period (each, a "GBP LIBOR Determination Date"), all as determined by the Calculation Agent. "USD LIBOR" shall mean, in relation to the Basis Rate Swap, the Currency Swaps and the Dollar Notes, for each Interest Period the rate for deposits in Dollars for a period of 1 month (with respect to the first Interest Period the linear interpolation between 1 month and 2 months) which appears on Reuters 3000 page LIBOR01 (or such other page as may replace such page on that service for the purpose of displaying London inter-bank offered rate quotations of major banks) as of 11:00 a.m. (London time) on the first day of each such Interest Period (each a "USD LIBOR Determination Date"). See "TERMS AND CONDITIONS OF THE NOTES Payments of Interest". If any withholding or deduction for or on account of taxes should at any time apply to the Notes, payments of interest on, and principal in respect of, the Notes will be made subject to such withholding or deduction. The Notes will not provide for any gross-up or other payments in the event that payments on the Notes become subject to any such withholding or deduction on account of taxes. See "TAXATION". Amortisation of the Notes will commence on (and include) the First Payment Date. See "TERMS AND CONDITIONS OF THE NOTES Redemption". The Notes will mature on the Payment Date falling in, in relation to the Class A1a Notes, September 2013 and in relation to the Class A1b Notes, the Class A1c Notes, the Class A2 Notes and the Class B Notes, February 2020 (the "Legal Maturity Date"), unless previously redeemed in full. In addition, the Notes will be subject to partial redemption, early redemption and/or optional redemption before the Legal Maturity Date in specific circumstances and subject to certain conditions. See "TERMS AND CONDITIONS OF THE NOTES Redemption". On issue, the Class A1a Notes are expected to be rated F1+sf, the Class A1b Notes are expected to be rated AAAsf, the Class A1c Notes are expected to be rated AAAsf and the Class A2 Notes are expected to be rated AAAsf by Fitch Ratings Limited, or any successor to its credit rating business ("Fitch"), and the Class A1a Notes are expected to be rated P-1(sf), the Class A1b Notes are expected to be rated Aaa(sf), the Class A1c Notes are expected to be rated Aaa(sf) and the Class A2 Notes are expected to be rated Aaa(sf) by Moody's Investors Service Limited or any successor to its credit rating business ("Moody's", and together with Fitch, the "Rating Agencies"). It is a condition of the issue of each Class of Notes that the Class A Notes are assigned these ratings. The Class B Notes will be unrated. Fitch and Moody's are established and operating in the European Union and are registered under Regulation (EC) No 1060/1029, as amended (the "CRA Regulation"). The ratings assigned to the Class A Notes should be evaluated independently against similar ratings of other types of securities. A rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal by the Rating Agencies at any time. The Issuer has not requested a rating of any Class of Notes by any rating agency other than the Rating Agencies; there can be no assurance, however, as to whether any other rating agency will rate any Class - vii -

8 of Notes on an unsolicited basis or, if it does, what rating would be assigned by such other rating agency. The rating assigned to the Class A Notes by such other rating agency could be lower than the respective ratings assigned by the Rating Agencies. References in this Prospectus to " ", "pounds", "pounds sterling" "GBP" or "Sterling" are to the lawful currency for the time being of the United Kingdom of Great Britain and Northern Ireland. References in this Prospectus to "$", "USD" or "Dollar" are to the lawful currency for the time being of the United States of America. Responsibility for the Contents of this Prospectus The Issuer assumes responsibility for the information contained in this Prospectus. The Issuer hereby declares that, to the best of its knowledge and belief (having taken all reasonable care to ensure that such is the case), all information contained herein for which the Issuer is responsible is in accordance with the facts and does not omit anything likely to affect the import of such information. SC UK accepts responsibility for the sections of this Prospectus headed "Article 122a of the Capital Requirements Directive" (not, for the avoidance of doubt, any information in the sections cross-referred to in the section headed "Article 122a of the Capital Requirements Directive"), "Description of the Portfolio", "Credit and Collection Policy" and "The Seller and the Servicer". To the best of the knowledge of SC UK, which has taken all reasonable care to ensure that such is the case, the information in such sections is in accordance with the facts and contains no omission likely to affect the import of such information. No person has been authorised to give any information or to make any representations, other than those contained in this Prospectus, in connection with the issue, offering, subscription or sale of the Notes and, if given or made, such information or representations must not be relied upon as having been authorised by the Issuer, the directors of the Issuer, the Trustee, the Seller or the Managers. Neither the delivery of this Prospectus nor any offering, sale or delivery of any Notes shall, under any circumstances, create any implication (i) that the information in this Prospectus is correct as of any time subsequent to the date hereof, or, as the case may be, subsequent to the date on which this Prospectus has been most recently amended or supplemented, or (ii) that there has been no adverse change in the financial situation of the Issuer since the date of this Prospectus or, as the case may be, the date on which this Prospectus has been most recently amended or supplemented, or the date of the most recent financial information which is contained in this Prospectus by reference, or (iii) that any other information supplied in connection with the issue of the Notes is correct at any time subsequent to the date on which it is supplied or, if different, the date indicated in the document containing the same. Prospective purchasers of Notes should conduct such independent investigation and analysis as they deem appropriate to evaluate the merits and risks of an investment in the Notes. If you are in doubt about the contents of this document, you should consult your stockbroker, bank manager, legal adviser, accountant or other financial adviser. The Managers make no 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 do not accept any responsibility or liability therefor. The Managers do not undertake to review the financial condition or affairs of the Issuer or to advise any investor or potential investor in the Notes of any information coming to the attention of the Managers. No action has been taken by the Issuer or the Managers other than as set out in this Prospectus that would permit a public offering of the Notes, or possession or distribution of this Prospectus or any other offering material 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 thereof) nor any other information memorandum, prospectus, form of application, advertisement, other offering material or other information may be issued, distributed or published in any country or jurisdiction except in compliance with applicable laws, orders, rules and regulations, and the Issuer and the Managers have represented that all offers and sales by them have been and will be made on such terms. - viii -

9 This Prospectus may be distributed and its contents disclosed only to the prospective investors to whom it is provided. By accepting delivery of this Prospectus, the prospective investors agree to these restrictions. The distribution of this Prospectus (or any part thereof) and the offering, sale and delivery of the Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Prospectus (or any part hereof) comes are required by the Issuer and the Managers to inform themselves about and to observe any such restriction. United States ERISA Considerations The Rule 144A Notes (as defined below in "United States Taxation") may be purchased and held by Benefit Plan Investors (as defined below), subject to certain restrictions. By accepting and holding a Rule 144A Note, certain assurances will be deemed to have been given. The Reg S Notes (as defined below) are not designed to be, and may not be, acquired or held by Benefit Plan Investors as defined in Section 3(42) of the United States Employee Retirement Income Security Act of 1974, as amended (ERISA). "Benefit Plan Investor", as defined in Section 3(42) of ERISA, includes (1) any "employee benefit plan" (as defined in Section 3(3) of ERISA) that is subject to Part 4 of Subtitle B of Title I of ERISA, (2) any "plan" described in and subject to Section 4975 of the Code and (3) any entity whose underlying assets include "plan assets" for purposes of ERISA or Section 4975 of the Code by reason of an employee benefit plan or a plan's investment in the entity. Each purchaser of a Reg S Note will be deemed to represent and agree that it is not and will not be a Benefit Plan Investor and will be deemed to have given certain other assurances. Any purported purchase or transfer of Reg S Notes that do not comply with the foregoing shall be null and void ab initio. CIRCULAR 230 DISCLOSURE TO ENSURE COMPLIANCE WITH REQUIREMENTS IMPOSED BY THE US INTERNAL REVENUE SERVICE, ANY TAX DISCUSSION HEREIN WAS NOT WRITTEN AND IS NOT INTENDED TO BE USED AND CANNOT BE USED BY ANY TAXPAYER FOR PURPOSES OF AVOIDING US FEDERAL INCOME TAX PENALTIES THAT MAY BE IMPOSED ON THE TAXPAYER. ANY SUCH TAX DISCUSSION WAS WRITTEN TO SUPPORT THE PROMOTION OR MARKETING OF THE NOTES DESCRIBED HEREIN. EACH TAXPAYER SHOULD SEEK ADVICE BASED ON THE TAXPAYER'S PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISER. AVAILABLE INFORMATION In connection with compliance with Rule 144A with respect to the sale of the Rule 144A Notes, for so long as the Rule 144A Notes remain outstanding and are "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act, the Issuer will be required to furnish, upon request of a holder of such Note, or any beneficial owner therein or any prospective purchaser thereof, to such holder or beneficial owner and any prospective purchaser designated by such holder or beneficial owner, the information required to be delivered under Rule 144A(d)(4) under the Securities Act if, at the time of the request, the Issuer is neither a reporting company under Section 13 or Section 15(d) of the United States Securities Exchange Act of 1934, as amended (the "Exchange Act"), nor exempt from reporting pursuant to Rule 12g3-2(b) under the Exchange Act. ENFORCEABILITY OF JUDGMENTS The Issuer is a public limited company registered in England and Wales. All of the Issuer's assets are located outside the United States. None of the officers and directors of the Issuer are residents of the United States. As a result, it may not be possible for investors to effect service of process within the United States upon the Issuer or any such person not residing in the United States with respect to matters arising under the federal securities laws of the United States, or to enforce against them judgments of courts of the United States predicated upon the civil liability provisions of such securities laws. There is doubt as to the enforceability in England and Wales, in original actions or in actions for the enforcement of judgment of U.S. courts, of civil liabilities predicated solely upon the federal securities laws of the United States. - ix -

10 EACH OF THE MANAGERS HAS REPRESENTED, WARRANTED AND UNDERTAKEN THAT: (A) (B) IT HAS ONLY COMMUNICATED OR CAUSED TO BE COMMUNICATED AND WILL ONLY COMMUNICATE OR CAUSE TO BE COMMUNICATED ANY INVITATION OR INDUCEMENT TO ENGAGE IN INVESTMENT ACTIVITY (WITHIN THE MEANING OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (THE "FSMA")) RECEIVED BY IT IN CONNECTION WITH THE ISSUE OR SALE OF THE NOTES IN CIRCUMSTANCES IN WHICH SECTION 21 (1) OF THE FSMA DOES NOT APPLY TO THE ISSUER, AND IT HAS COMPLIED AND WILL COMPLY WITH ALL APPLICABLE PROVISIONS OF THE FSMA WITH RESPECT TO ANYTHING DONE BY IT IN RELATION TO THE NOTES IN, FROM OR OTHERWISE INVOLVING THE UNITED KINGDOM. IN THE FOREGOING PARAGRAPH, "UNITED KINGDOM" SHALL MEAN THE UNITED KINGDOM OF GREAT BRITAIN AND NORTHERN IRELAND. EACH OF THE MANAGERS HAS REPRESENTED, WARRANTED AND AGREED THAT (i) IT HAS NOT AND WILL NOT UNDERWRITE THE ISSUE OF OR PLACE OR OTHERWISE ACT IN IRELAND IN RESPECT OF THE NOTES, OTHERWISE THAN IN CONFORMITY WITH THE PROVISIONS OF THE IRISH PROSPECTUS DIRECTIVE (DIRECTIVE 2003/71/EC); (ii) IT WILL NOT UNDERWRITE THE ISSUE OF, PLACE, SELL, OFFER OR OTHERWISE ACT IN IRELAND IN RESPECT OF THE NOTES, OTHERWISE THAN IN COMPLIANCE WITH THE PROVISIONS OF THE IRISH EUROPEAN COMMUNITIES (MARKETS IN FINANCIAL INSTRUMENTS) REGULATIONS 2007 (S.I. NO. 60 OF 2007) (AS AMENDED) (MiFID) REGULATIONS, INCLUDING, WITHOUT LIMITATION, PARTS 6, 7 AND 12 THEREOF AND ANY CODE OF CONDUCT USED IN CONNECTION THEREWITH; (iii) IT WILL NOT UNDERWRITE THE ISSUE OF, SELL, PLACE, OFFER OR OTHERWISE ACT IN IRELAND IN RESPECT OF THE NOTES, OTHERWISE THAN IN COMPLIANCE WITH THE PROVISIONS OF THE MARKET ABUSE DIRECTIVE (2003/6/EC) REGULATIONS 2005; AND (v) IT HAS NOT AND WILL NOT UNDERWRITE THE ISSUE OF ANY NOTES IN IRELAND OTHERWISE THAN IN COMPLIANCE WITH THE PROVISIONS OF THE IRISH CENTRAL BANK ACTS (AS AMENDED) AND ANY CODES OF CONDUCT RULES MADE UNDER SECTION 117(1) OF THE CENTRAL BANK ACT This Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any securities other than the securities to which it relates or an offer to sell or the solicitation of an offer to buy any of the securities offered hereby in any circumstances in which such offer or solicitation is unlawful. This Prospectus does not constitute, and may not be used for, or in connection with, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation. For a further description of certain restrictions on offerings and sales of the Notes and distribution of this Prospectus, or an invitation by, or on behalf of, the Issuer or the Managers to subscribe for or to purchase any of the Notes (or of any part thereof), see "SUBSCRIPTION AND SALE". An investment in the Notes is only suitable for financially sophisticated investors who are capable of evaluating the merits and risks of such investment and who have sufficient resources to be able to bear any losses which may result from such investment. It should be remembered that the price of securities and the income from them can go down as well as up. - x -

11 CONTENTS OUTLINE OF THE TRANSACTION... 1 CAPITAL STRUCTURE OF THE NOTES... 2 RISK FACTORS ARTICLE 122A OF THE CAPITAL REQUIREMENTS DIRECTIVE TRIGGERS TABLES FEES MATURITY CONSIDERATIONS CREDIT STRUCTURE DESCRIPTION OF THE NOTES IN GLOBAL FORM TERMS AND CONDITIONS OF THE NOTES THE MAIN PROVISIONS OF THE DEED OF CHARGE OUTLINE OF THE OTHER PRINCIPAL TRANSACTION DOCUMENTS EXPECTED MATURITY AND AVERAGE LIFE OF NOTES AND ASSUMPTIONS DESCRIPTION OF THE PORTFOLIO ELIGIBILITY CRITERIA INFORMATION TABLES REGARDING THE PORTFOLIO CREDIT AND COLLECTION POLICY THE ISSUER CAPITALISATION AND INDEBTEDNESS STATEMENT THE SELLER AND THE SERVICER THE BACK-UP SERVICER THE TRUSTEE, THE REGISTRAR, THE U.S. PAYING AGENT AND THE DTC CUSTODIAN THE ACCOUNT BANK, THE PRINCIPAL PAYING AGENT, THE AGENT BANK, THE CALCULATION AGENT AND THE CASH ADMINISTRATOR THE CORPORATE ADMINISTRATOR THE SWAP COUNTERPARTIES USE OF PROCEEDS THE ISSUER ACCOUNTS TAXATION UNITED STATES TAXATION SUBSCRIPTION AND SALE TRANSFER RESTRICTIONS CERTAIN ERISA AND OTHER U.S. CONSIDERATIONS GENERAL INFORMATION INDEX OF DEFINED TERMS Page

12 OUTLINE OF THE TRANSACTION Diagrammatic Overview (as of the close of business on the Closing Date) This diagrammatic overview of the transaction structure is qualified in its entirety by reference to the more detailed information appearing elsewhere in this Prospectus

13 CAPITAL STRUCTURE OF THE NOTES Class A1a Class A1b Class A1c Class A2 Class B Initial Principal Amount $305,000,000 $245,000,000 $200,000, ,000, ,333,241 Credit Enhancement Features Class A Cash Accumulation Fund, Reserve Fund, excess spread, subordination of the Class B Notes Class A Cash Accumulation Fund, Reserve Fund, excess spread, subordination of the Class B Notes Class A Cash Accumulation Fund, Reserve Fund, excess spread, subordination of the Class B Notes Class A Cash Accumulation Fund (on or after a Principal Payment Trigger Event), Reserve Fund, excess spread, subordination of the Class B Notes Reserve Fund, excess spread Liquidity Support Features Class A Cash Accumulation Fund, Reserve Fund, Currency Swap Reserve Account Class A Cash Accumulation Fund, Reserve Fund, Currency Swap Reserve Account Class A Cash Accumulation Fund, Reserve Fund, Currency Swap Reserve Account Class A Cash Accumulation Fund (on or after a Principal Payment Trigger Event), Reserve Fund Reserve Fund Issue Price 100% 100% 100% 100% 100% Interest Rate % 1 month USD LIBOR + Margin 1.286% 1 month GBP LIBOR + Margin 1 month GBP LIBOR + Margin Margin N/A 0.50% per annum N/A 0.75% per annum 0.85% per annum Interest Method Accrual ACT/360 ACT/360 30/360 ACT/365 ACT/365 Calculation Date The last Business Day of the calendar month immediately preceding each Payment Date The last Business Day of the calendar month immediately preceding each Payment Date The last Business Day of the calendar month immediately preceding each Payment Date The last Business Day of the calendar month immediately preceding each Payment Date The last Business Day of the calendar month immediately preceding each Payment Date Payment Dates 25 th day of each month, commencing on the First Payment Date 25 th day of each month, commencing on the First Payment Date 25 th day of each month, commencing on the First Payment Date 25 th day of each month, commencing on the First Payment Date 25 th day of each month, commencing on the First Payment Date - 2 -

14 Business Convention Day Class A1a Class A1b Class A1c Class A2 Class B Modified Following Modified Following Modified Following Modified Following Modified Following First Payment Date 25 October October October October October 2012 Interest Period In respect of the First Payment Date, the period from and including the Closing Date to (but excluding) the First Payment Date and in respect of any subsequent Payment Date, the period commencing on (and including) a Payment Date and ending on (but excluding) the immediately following Payment Date. In respect of the First Payment Date, the period from and including the Closing Date to (but excluding) the First Payment Date and in respect of any subsequent Payment Date, the period commencing on (and including) a Payment Date and ending on (but excluding) the immediately following Payment Date. In respect of the First Payment Date, the period from and including the Closing Date to (but excluding) the First Payment Date and in respect of any subsequent Payment Date, the period commencing on (and including) a Payment Date and ending on (but excluding) the immediately following Payment Date. In respect of the First Payment Date, the period from and including the Closing Date to (but excluding) the First Payment Date and in respect of any subsequent Payment Date, the period commencing on (and including) a Payment Date and ending on (but excluding) the immediately following Payment Date. In respect of the First Payment Date, the period from and including the Closing Date to but excluding the First Payment Date and in respect of any subsequent Payment Date, the period commencing on (and including) a Payment Date and ending on (but excluding) the immediately following Payment Date. Pre-Enforcement Redemption Profile Scheduled Amortisation on each Payment Date (prior to a Principal Payment Trigger Event) and pass through redemption (on or after a Principal Payment Trigger Event). Ranking senior to payments on the Class A1b Notes, Class A1c Notes and Class A2 Notes, subject to and in accordance with the Pre- Enforcement Priority of Payments. See Condition 7.8 (Pre- Scheduled Amortisation on each Payment Date (prior to a Principal Payment Trigger Event) and pass through redemption (on or after a Principal Payment Trigger Event). Ranking senior to payments on the Class A1c Notes and Class A2 Notes (unless a Principal Payment Trigger Event has occurred, in which case, payments of principal on the Class A1b Notes, Scheduled Amortisation on each Payment Date (prior to a Principal Payment Trigger Event) and pass through redemption (on or after a Principal Payment Trigger Event). Ranking senior to payments on the Class A2 Notes (unless a Principal Payment Trigger Event has occurred, in which case, payments of principal on the Class A1b Notes, Class A1c Notes and the Pass through redemption on each Payment Date after principal payments on the Class A1 Notes. Following a Principal Payment Trigger Event, payments of principal on the Class A1b Notes, the Class A1c Notes and the Class A2 Notes will be made pari passu and pro rata) among themselves, subject to and in accordance with the Pre- Enforcement Priority of Payments. See Pass through redemption on each Payment Date, subject to and in accordance with the Pre- Enforcement Priority of Payments. See Condition 7.8 (Pre- Enforcement Priority of Payments) - 3 -

15 Class A1a Class A1b Class A1c Class A2 Class B Enforcement Priority of Payments) Class A1c Notes and the Class A2 Notes will rank pari passu and pro rata), subject to and in accordance with the Pre- Enforcement Priority of Payments. See Condition 7.8 (Pre- Enforcement Priority of Payments) Class A2 Notes will rank pari passu and pro rata), subject to and in accordance with the Pre- Enforcement Priority of Payments. See Condition 7.8 (Pre- Enforcement Priority of Payments) Condition 7.8 (Pre- Enforcement Priority of Payments) Post-Enforcement Redemption Profile Pass through redemption, subject to and in accordance with the Post Enforcement Priority of Payments. See Condition 7.9 (Post- Enforcement Priority of Payments) Pass through redemption, subject to and in accordance with the Post Enforcement Priority of Payments. See Condition 7.9 (Post- Enforcement Priority of Payments) Pass through redemption, subject to and in accordance with the Post Enforcement Priority of Payments. See Condition 7.9 (Post- Enforcement Priority of Payments) Pass through redemption, subject to and in accordance with the Post Enforcement Priority of Payments. See Condition 7.9 (Post- Enforcement Priority of Payments) Pass through redemption, subject to and in accordance with the Post Enforcement Priority of Payments. See Condition 7.9 (Post- Enforcement Priority of Payments) Early Redemption (Clean-up Call) Any Payment Date on which all Class A Notes have been redeemed in full and the Seller exercises its option to repurchase the Purchased Receivables in full, which requires the Issuer to redeem the Notes. See Condition 7.5 (Early Redemption). Any Payment Date on which all Class A Notes have been redeemed in full and the Seller exercises its option to repurchase the Purchased Receivables in full, which requires the Issuer to redeem the Notes. See Condition 7.5 (Early Redemption). Any Payment Date on which all Class A Notes have been redeemed in full and the Seller exercises its option to repurchase the Purchased Receivables in full, which requires the Issuer to redeem the Notes. See Condition 7.5 (Early Redemption). Any Payment Date on which all Class A Notes have been redeemed in full and the Seller exercises its option to repurchase the Purchased Receivables in full, which requires the Issuer to redeem the Notes. See Condition 7.5 (Early Redemption). Any Payment Date on which all Class A Notes have been redeemed in full and the Seller exercises its option to repurchase the Purchased Receivables in full, which requires the Issuer to redeem the Notes. See Condition 7.5 (Early Redemption)

16 Class A1a Class A1b Class A1c Class A2 Class B Other Early Redemption in Full Events Tax/optional early redemption. Please refer to Condition 7.6 (Optional Redemption for Taxation Reasons) Tax/optional early redemption. Please refer to Condition 7.6 (Optional Redemption for Taxation Reasons) Tax/optional early redemption. Please refer to Condition 7.6 (Optional Redemption for Taxation Reasons) Tax/optional early redemption. Please refer to Condition 7.6 (Optional Redemption for Taxation Reasons) Tax/optional early redemption. Please refer to Condition 7.6 (Optional Redemption for Taxation Reasons) Legal Maturity Date The Payment Date falling in September 2013 The Payment Date falling in February 2020 The Payment Date falling in February 2020 The Payment Date falling in February 2020 The Payment Date falling in February 2020 Form of the Notes Registered Notes Registered Notes Registered Notes Registered Notes Registered Notes Application for Listing Irish Stock Exchange Irish Stock Exchange Irish Stock Exchange Irish Stock Exchange Irish Stock Exchange ISIN Reg S: XS Reg S: XS Reg S: XS Reg S: XS A: XS N/A Common Code Reg S: A: Reg S: A: Reg S: A: Reg S: A: N/A CUSIP AA AB AC3 N/A N/A Clearance/ Settlement Euroclear/ Clearstream Luxembourg/ /Depository Trust Company Euroclear/ Clearstream Luxembourg/ Depository Trust Company Euroclear/ Clearstream Luxembourg/ Depository Trust Company Euroclear/ Clearstream Luxembourg N/A Minimum Denomination $250,000 $250,000 $250, , ,000 Regulation 144A Reg S 144A Reg S 144A Reg S 144A Reg S N/A Commission nil nil nil nil nil - 5 -

17 The following outline should be read in conjunction with, and is qualified in its entirety by, the detailed information appearing elsewhere in this Prospectus. In the event of any inconsistency between this summary and the information provided elsewhere in this Prospectus, the latter shall prevail. THE PARTIES Issuer Holdings Share Trustee Corporate Administrator Seller Servicer Back-up Servicer Trustee Basis Swap Counterparty Currency Swap Counterparty Motor 2012 PLC, a special purpose company incorporated with limited liability under the laws of England and Wales and which has its registered office at Winchester House, Mailstop 428, 1 Great Winchester Street, London EC2N 2DB. See "THE ISSUER". Motor 2012 Holdings Limited ("Holdings"), a special purpose company incorporated with limited liability under the laws of England and Wales and which has its registered office at Winchester House, Mailstop 428, 1 Great Winchester Street, London EC2N 2DB. See "THE ISSUER". Deutsche International Finance (Ireland) Limited (the "Share Trustee"). Deutsche Bank AG, London Branch (the "Corporate Administrator"). See "OUTLINE OF THE OTHER PRINCIPAL TRANSACTION DOCUMENTS Corporate Administration Agreement". SC UK, which has its registered office at 3 Princess Way, Redhill, RH1 1SR, United Kingdom. The Purchased Receivables will be serviced by SC UK until the occurrence of a Servicer Termination Event (in its capacity as the "Servicer") or by any successor thereof or substitute servicer appointed by the Issuer in accordance with the Servicing Agreement, the Back-up Servicing Agreement or the Receivables Sale Agreement. See "OUTLINE OF THE OTHER PRINCIPAL TRANSACTION DOCUMENTS Servicing Agreement". Homeloan Management Limited ("HML") (the "Back-up Servicer"). See "OUTLINE OF THE OTHER PRINCIPAL TRANSACTION DOCUMENTS Back-up Servicing Agreement". Deutsche Bank Trust Company Americas. See "THE TRUSTEE". Abbey National Treasury Services plc (the "Basis Swap Counterparty"), which has its registered office at 2 Triton Square, Regent's Place, London NW1 3AN. See "OUTLINE OF THE OTHER PRINCIPAL TRANSACTION DOCUMENTS Swap Agreements, - the Basis Rate Swap and the Currency Swaps" and "CREDIT STRUCTURE Basis Rate Swap". Deutsche Bank AG, London Branch (the "Currency Swap Counterparty"), which has its registered office at Winchester House,1 Great Winchester Street, London EC2N 2DB. See "OUTLINE OF THE OTHER PRINCIPAL TRANSACTION DOCUMENTS Swap Agreements the Basis Rate Swap and the Currency - 6 -