PERPETUAL TRUSTEE COMPANY LIMITED

Transcription

1 PERPETUAL TRUSTEE COMPANY LIMITED ABN (a limited liability company incorporated under the laws of the Commonwealth of Australia) in its capacity as trustee of the TORRENS Series (E) Trust 450,000,000 Class A-1 Mortgage Backed Floating Rate Notes due September 2037 A$702,000,000 Class A-2 Mortgage Backed Floating Rate Notes due September 2037 A$46,500,000 Class B Mortgage Backed Floating Rate Notes due September 2037 Issue Price: 100 per cent. Perpetual Trustee Company Limited ("PTCL") in its capacity as trustee of the TORRENS Series (E) Trust (the "Series Trust") (in such capacity the "Issuer Trustee") will issue 450,000,000 Class A-1 Mortgage Backed Floating Rate Notes due September 2037 (the "Class A-1 Notes"), A$702,000,000 Class A-2 Mortgage Backed Floating Rate Notes due September 2037 (the "Class A-2 Notes", and together with the Class A-1 Notes, the "Class A Notes") and A$46,500,000 Class B Mortgage Backed Floating Rate Notes due September 2037 (the "Class B Notes", and together with the Class A Notes, the "Notes"). The Class A-2 Notes and the Class B Notes, along with any Redraw Notes (if issued), are together the "Domestic Notes". This Offering Circular relates to the Class A-1 Notes, the Class A-2 Notes and the Class B Notes. The Redraw Notes (if issued) will not be offered pursuant to this Offering Circular. The Series Trust was established pursuant to a Master Trust Deed dated 9 June 1998, as amended (the "Master Trust Deed") between the Issuer Trustee and AB Management Pty Limited ABN , a wholly owned subsidiary of Adelaide Bank Limited ABN ("Adelaide Bank"), in its capacity as Trust Manager of the Series Trust (the "Trust Manager") and a Series Supplement dated 26 September 2006 (the "Series Supplement") between the Issuer Trustee, the Trust Manager and Adelaide Bank. Interest on the Class A-1 Notes will accrue on a day to day basis and be payable quarterly in arrears in Euro on the 14th day of December, March, June and September in each year, unless such day is not a Business Day, in which case interest shall be payable on the following Business Day (each such date a "Quarterly Distribution Date"). Interest on the Class A-2 Notes and the Class B Notes will accrue on a day to day basis and be payable monthly in arrears in Australian dollars on the 14th day of each calendar month, unless such day is not a Business Day, in which case interest shall be payable on the following Business Day (each such date a "Distribution Date"). The first Distribution Date will be 14 December 2006 and the first Quarterly Distribution Date will be 14 December The interest rates applicable to the Class A-1 Notes from time to time will be determined as provided under the Euro Note Conditions in relation to the Class A-1 Notes by reference to EUR-EURIBOR-Telerate for three month Euro deposits, in each case plus a margin of 0.10 per cent. per annum up to but excluding the Quarterly Distribution Date in December 2012 (the "Call Date") provided that such margin will increase with effect from and including the Call Date, except in certain circumstances described herein, to a margin of 0.20 per cent. per annum. The interest rate applicable to the Class A-2 Notes and the Class B Notes from time to time will be the Australian BBSW (as determined under the Series Supplement) for Australian dollar bank accepted bills of exchange having a tenor of one month, in each case plus a margin of 0.17 per cent. per annum with respect to the Class A-2 Notes and a margin of 0.23 per cent. per annum with respect to the Class B Notes up to but excluding the Call Date provided that each such margin will increase with effect from and including the Call Date, except in certain circumstances described herein, to a margin of 0.34 per cent. per annum with respect to the Class A-2 Notes and a margin of 0.46 per cent. per annum with respect to the Class B Notes. Payments of principal and interest on the Notes will be reduced by any applicable deductions or withholding taxes without the Issuer Trustee being required to pay any additional or grossed-up amounts to compensate for such deductions or withholding. All Notes will be secured by the same security, subject to the priority described below. Notes of each Class will upon enforcement of the security rank pari passu with and without priority over the other Notes of the same Class. In the event of the security being enforced the Class A Notes will rank in priority to the Class B Notes. The Trust Manager has applied for the Class A-1 Notes and the Class A-2 Notes to be listed on the Australian Stock Exchange Limited (the "Australian Stock Exchange") prior to the first Distribution Date. So long as the Class A-1 Notes and the Class A-2 Notes are listed on the Australian Stock Exchange, the Class A-1 Notes and the Class A-2 Notes will be freely transferable and negotiable in accordance with the rules of the Australian Stock Exchange and applicable securities laws and subject to the conditions described in this Offering Circular. The Class B Notes will not be listed. The Class A-1 Notes and Class A-2 Notes are expected, on issue, to be assigned an AAA rating by Standard & Poor's (Australia) Pty Limited ABN ("S&P"), an Aaa rating by Moody's Investors Service, Inc. ("Moody's") and an AAA rating by Fitch Australia Pty Limited ABN ("Fitch Ratings" and, together with S&P and Moody s, the "Ratings Agencies"). The Class B Notes are expected, on issue, to be assigned an AA rating by S&P, an Aa2 rating by Moody's and an AA rating by Fitch Ratings. A security rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension, qualification or withdrawal at any time by the assigning rating organisation. The Class A-1 Notes, the Class A-2 Notes and the Class B Notes should not be acquired by any Offshore Associate of the Issuer Trustee or Adelaide Bank. Joint Lead Managers and Joint Bookrunners for the Notes ABN AMRO and Deutsche Bank Sponsor Adelaide Bank Limited ABN The date of this Offering Circular is 13 October 2006.

2 IMPORTANT NOTICE NO GUARANTEE BY ADELAIDE BANK The Notes do not represent deposits or other liabilities of Adelaide Bank or any other member of the Adelaide Bank group. None of Adelaide Bank, the Trust Manager or any other member of the Adelaide Bank group guarantees the payment or repayment or the return of any principal invested in, or any particular rate of return on, the Notes or the performance of the Assets of the Series Trust. In addition, none of the obligations of the Issuer Trustee or the Trust Manager are guaranteed in any way by Adelaide Bank or any other member of the Adelaide Bank group. THE NOTES ARE SUBJECT TO INVESTMENT RISK The holding of the Notes is subject to investment risk, including possible delays in repayment and loss of income and principal invested. For further details of the investment risk involved, see Section 4.

3 None of PTCL (in its corporate capacity or in its capacity as trustee of any trust other than the Series Trust), Adelaide Bank, the Trust Manager, any of the Hedge Providers, the Liquidity Facility Provider, the Standby Guarantor, the Standby Swap Provider, the Euro Note Trustee, the Agents, the Security Trustee, the Joint Lead Managers or their respective related bodies corporate guarantee payment or repayment of any moneys owing to Noteholders or the principal of the Notes or the payment of interest in respect of the Notes. The Notes will be the obligations solely of the Issuer Trustee provided that save as summarised in the next but one paragraph, the Issuer Trustee's liability to make payments of interest and principal in respect of the Notes is limited to its right of indemnity from the Assets of the Series Trust which are from time to time available for this purpose pursuant to the Transaction Documents. Except in the limited circumstances summarised in the following paragraph all claims against the Issuer Trustee in relation to the Notes may only be satisfied out of the Assets of the Series Trust and are limited in recourse to the Assets of the Series Trust. See Condition 12 of the Euro Note Conditions and Section for more details. Save as summarised in the following paragraph, each Noteholder is required to accept a final distribution of moneys under the Security Trust Deed in full and final satisfaction of all moneys owing to it, and any debt represented by any shortfall that exists after any such final distribution will be extinguished. The Issuer Trustee is not liable to satisfy any obligations or liabilities in relation to the Notes or the Series Trust from its personal assets except any obligations or liabilities arising from (and to the extent of) any reduction in its indemnity from the Assets of the Series Trust resulting from any fraud, negligence or wilful default (as defined in the Transaction Documents) on the part of the Issuer Trustee or any other person whose acts or omissions the Issuer Trustee is liable for under the Transaction Documents. PTCL has obtained an Australian Financial Services Licence under Part 7.6 of the Corporations Act 2001 (Cth) (Australian Financial Services Licence No ). PTCL has appointed P.T. Limited (Authorised Representative Number ) as its authorised representative under this licence. Particular attention is drawn to Section 4 of this Offering Circular entitled "Risk Factors". Under Australian foreign exchange controls, which may change in the future, any payments by a person in Australia to, by order of, or on behalf of the following payees may only be made with Reserve Bank of Australia approval: the embassy or consulate general of the Federal Republic of Yugoslavia (in respect of any amount in excess of A$100,000); the Narodna Banka Jugolslavije (including Banque Nationale de Yugoslavie) (in respect of any amount in excess of A$100,000); or (c) certain other persons and entities listed in the Commonwealth of Australia Gazettes Nos. 42 and 20 on 24 October 2001 and 22 May 2002 respectively. Reserve Bank of Australia approval is also required in relation to the taking or sending out of Australia by a person of any Australian currency derived or generated from property, securities or funds owed or controlled directly or indirectly by, or otherwise relating to payments directly or indirectly to, or for the benefit of, certain persons, including: certain ministers and senior officials of the government of Zimbabwe listed in the Commonwealth of Australia Gazette No. 49 dated December 11, 2002, Gazette No. 47 dated November 30, 2005 and Gazette No. 13 dated April 5, 2006; and certain entities and individuals associated with the Democratic People's Republic of Korea listed in Commonwealth of Australia Gazette No. S176, dated September 19, Additionally, under Part 4 of the Australian Charter of the United Nations Act 1945 and the Australian Charter of United Nations (Terrorism and Dealing with Assets) Regulations 2002, the approval of the Australian Minister for Foreign Affairs, or the Minister's delegate, is required with respect to certain payments and actions in relation to an asset proscribed or listed under, or which is owned or controlled directly or indirectly by a person or entity proscribed or listed under, those Regulations or is an asset derived or generated from such assets (proscribed persons and entities presently include, amongst others, the Taliban, Osama bin Laden, a member of the Al-Qaida organisation and other persons and entities connected with them). The Australian Department of Foreign Affairs and Trade maintains a consolidated list of all such proscribed and listed persons and entities; the consolidated list is available on its website. Such restrictions may change in the future. iii

4 Under Part 4 of the Australian Charter of the United Nations Act 1945 and the Iraq (Reconstruction and Repeal of Sanctions) Regulations 2003, the approval of the Minister for Foreign Affairs, or the Minister's delegate, is required with respect to certain payments and actions in relation to certain Iraqi assets, assets acquired by certain Iraqis and assets derived or generated from such assets. Under Part 4 of the Australian Charter of the United Nations Act 1945 and the Charter of the United Nations (Sanctions - Liberia) Regulations 2002 the assets owned or controlled by certain persons or entities as listed by the Security Council Committee, as established pursuant to United Nations Security Council Resolution 1521 (2003), are frozen. Under the Charter of the United Nations (Sanctions - Liberia) Regulations 2002, it is an offence to engage in dealings with or to facilitate dealings with such frozen assets or to give any asset to such listed persons or entities. 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 include Notes in bearer form that are subject to US tax law requirements. Subject to certain exemptions, Notes may not be offered, sold or delivered directly or indirectly within the United States or to or for the benefit of US persons (as defined in Regulation S under the Securities Act). The Trust Manager accepts responsibility for the information contained in this Offering Circular. To the best of the knowledge and belief of the Trust Manager (which has taken all reasonable care to ensure that such is the case), the information contained in this Offering Circular is in accordance with the facts and does not omit anything likely to affect the import of such information. The Issuer Trustee accepts responsibility for the information contained in Section 5.1 in respect of itself and the Perpetual group. To the best of the knowledge and belief of the Issuer Trustee (which has taken all reasonable care to ensure that such is the case), such information is in accordance with the facts and does not omit anything likely to affect the import of such information. The Issuer Trustee does not accept responsibility for any other information contained in this Offering Circular. P.T. Limited and PTCL (in its corporate capacity and in its capacity as trustee of the Series Trust or any other trust) have not authorised or caused the issue of this Offering Circular or made or authorised the application to list the Class A Notes or any offer of the Notes to the public and expressly disclaim and take no responsibility for this Offering Circular other than the information provided by them in respect of themselves and the Perpetual group of companies and have had no involvement in the preparation of this Offering Circular other than the provision of such information. Adelaide Bank accepts responsibility for the information contained in Sections 5.2 and 5.3. To the best of the knowledge and belief of Adelaide Bank (which has taken all reasonable care to ensure that such is the case), such information is in accordance with the facts and does not omit anything likely to affect the import of such information. Adelaide Bank does not accept responsibility for any other information contained in this Offering Circular. National Australia Bank Limited (the "Currency Swap Provider") accepts responsibility for the information contained in Section To the best of the knowledge and belief of the Currency Swap Provider (which has taken all reasonable care to ensure that such is the case), such information is in accordance with the facts and does not omit anything likely to affect the import of such information. The Currency Swap Provider does not accept responsibility for any other information contained in this Offering Circular. ABN AMRO Australia (the "Liquidity Facility Provider" and the "Standby Guarantor") accepts responsibility for the information contained in Section To the best of its knowledge and belief (having taken all reasonable care to ensure that such is the case), such information is in accordance with the facts and does not omit anything likely to affect the import of such information. ABN AMRO Australia does not accept responsibility for any other information contained in this Offering Circular. Deutsche Bank (the "Standby Swap Provider") accepts responsibility for the information contained in Section To the best of the knowledge and belief of the Standby Swap Provider (which has taken all reasonable care to ensure that such is the case), such information is in accordance with the facts and does not omit anything likely to affect the import of such information. The Standby Swap Provider does not accept responsibility for any other information contained in this Offering Circular. No person is authorised to give any information or to make any representation other than as contained in or consistent with this Offering Circular 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 Trustee, the Trust Manager, the Joint Lead Managers, the Security Trustee, Citicorp Trustee Company Limited as Euro Note Trustee (the "Euro Note Trustee" which expression includes the trustee or trustees for the time being of the Class A-1 Notes pursuant to the Euro Note Trust Deed entered into between iv

5 the Issuer Trustee, the Trust Manager and the Euro Note Trustee on 11 October 2006 relating to the Class A-1 Notes (the "Euro Note Trust Deed")) or Citibank, N.A., London Branch as the Principal Paying Agent and Agent Bank. All information contained in this Offering Circular is given as of the date of this Offering Circular. Neither the delivery of this Offering Circular nor any sale made in connection herewith will, under any circumstances, create any implication that there has been no change in the information contained herein since the date of this Offering Circular. Except in respect of the sections of this Offering Circular for which the Issuer Trustee, Adelaide Bank, the Currency Swap Provider, the Liquidity Facility Provider, the Standby Guarantor and the Standby Swap Provider accept responsibility as set out above, none of Adelaide Bank, the Issuer Trustee, any of the Hedge Providers, the Liquidity Facility Provider, Standby Guarantor, the Standby Swap Provider, the Euro Note Trustee, the Security Trustee, any of the Joint Lead Managers, the Agents or the Ratings Agencies has separately verified the information contained in this Offering Circular. Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by Adelaide Bank, the Issuer Trustee, any of the Hedge Providers, the Liquidity Facility Provider, Standby Guarantor, the Standby Swap Provider, the Euro Note Trustee, the Security Trustee, any of the Joint Lead Managers, the Agents or the Ratings Agencies as to the accuracy or completeness of the information contained in this Offering Circular or any other information supplied in connection with the Notes or their distribution except, in each applicable case, with respect to the information for which it is expressed to be responsible as stated above. Each person receiving this Offering Circular acknowledges that such person has not relied on Adelaide Bank, the Issuer Trustee, any of the Hedge Providers, the Liquidity Facility Provider, Standby Guarantor, the Standby Swap Provider, the Euro Note Trustee, the Security Trustee, any of the Joint Lead Managers, the Agents or the Ratings Agencies nor on any person affiliated with any of them in connection with its investigation of the accuracy of such information or its investment decision other than in respect of the sections for which either the Issuer Trustee, Adelaide Bank, the Liquidity Facility Provider, the Standby Guarantor, the Standby Swap Provider or the Currency Swap Provider is responsible as set out above. This Offering Circular does not constitute an offer of, or an invitation by or on behalf of, the Issuer Trustee, Adelaide Bank, the Trust Manager, any of the Hedge Providers, the Liquidity Facility Provider, Standby Guarantor, the Standby Swap Provider, the Euro Note Trustee, the Security Trustee, any of the Joint Lead Managers, the Agents or the Ratings Agencies (or any of them) to subscribe for or purchase any of the Notes. No action has been or will be taken to permit a public offering of the Class A Notes or the Class B Notes or a distribution of this Offering Circular in any jurisdiction. The distribution of this Offering Circular and the offering or sale of any Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Offering Circular comes are required by the Issuer Trustee, the Security Trustee, Adelaide Bank, the Trust Manager, the Joint Lead Managers, the Agents and the Euro Note Trustee to inform themselves about and to observe any such restrictions. For a description of certain restrictions on offers and sales of the Notes and distribution of this Offering Circular see Section 13. This Offering Circular does not constitute, and may not be used for the purposes of, an offer or solicitation by any person 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 and no action is being taken to permit an offering of the Notes or the distribution of this Offering Circular in any jurisdiction where such action is required. This Offering Circular may only be communicated or caused to be communicated in the United Kingdom to persons authorised to carry on a regulated activity under the Financial Services and Markets Act 2000, as amended (the "FSMA") or to persons otherwise having professional experience in matters relating to investments and qualifying as investment professionals under Article 19 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 or to persons qualifying as high net worth persons under Article 49 of that order. Neither the Notes nor this Offering Circular are available to other categories of persons in the United Kingdom and no one falling outside such categories is entitled to rely on, and they must not act on, any information in this Offering Circular. The communication of this Offering Circular to any person in the United Kingdom other than the categories stated above, or any other person to whom it is otherwise lawful to communicate this Offering Circular, is unauthorised and may contravene the FSMA. Each person contemplating making an investment in the Notes must make its own investigation and analysis of the Issuer Trustee and the terms of the offering including the merits and risks involved, and its own determination of the suitability of any such investment, with particular reference to its own investment objectives and experience and any other factors which may be relevant to it in connection with such investment. Any investor in the Notes should be able to bear the economic risk of an investment in the Notes for an indefinite period of time. None of the Issuer Trustee, Adelaide Bank, the Trust Manager, any of the Hedge Providers, the Liquidity Facility Provider, the Euro Note Trustee, the Standby Guarantor, the Standby Swap Provider, the Security Trustee, any of the v

6 Joint Lead Managers, the Agents or the Ratings Agencies makes any representation to any investor in the Notes regarding the legality of its investment under any applicable laws. The information set forth herein, to the extent that it comprises a description of certain provisions of the documentation relating to the transactions described herein, is a summary of the material provisions thereof and is not presented as a full statement of the provisions of such documentation. The matters discussed in this Offering Circular contain forward-looking statements that involve risks and uncertainties, including with respect to assumptions on prepayment and certain other characteristics of the Housing Loans over which the Issuer Trustee has no control. Consequently, future results may differ from the expectations (if any) set out herein. Moreover, past financial performance should not be considered a reliable indicator of future performance. The contents of this Offering Circular should not be construed as providing legal, business, accounting or tax advice. Each prospective investor should consult its own legal, business, accounting and tax advisers prior to making a decision to invest in the Notes. The Class A-1 Notes will initially be represented by a temporary global note in bearer form without coupons or talons (the "Temporary Global Note"). The Temporary Global Note is expected to be deposited with a common depositary for Euroclear Bank S.A./N.V., as operator of the Euroclear System ("Euroclear") and Clearstream Banking, sociėtė anonyme ("Clearstream, Luxembourg") on or about 20 October 2006 (the "Issue Date"). The Temporary Global Note will be exchangeable 40 days after the Issue Date upon certification of non-us beneficial ownership as may be required by US tax laws and regulations for interests in a permanent global Class A-1 Note in bearer form (the "Permanent Global Note" and together with the Temporary Global Note, the "Global Notes"). The Permanent Global Note is expected to be deposited with a common depositary for Euroclear and Clearstream, Luxembourg. No person will be entitled to receive a Class A-1 Note in definitive form unless the Class A-1 Notes in definitive form are issued in the limited circumstances described in Section 2.2. Class A-1 Notes in definitive form will (if issued) be in bearer form only. The Class A-2 and Class B Notes will be issued in the form of registered debt securities. The Issuer Trustee announces that: the Class A-1 Notes will initially be issued in the form of the Temporary Global Note issued to and lodged with a common depositary for Euroclear and Clearstream, Luxembourg; in connection with the issue, Euroclear and Clearstream, Luxembourg will confer rights in relation to the Class A-1 Notes and Class A-1 Noteholders and will record the existence of those rights; and (c) as a result of the issue of the Class A-1 Notes in this manner, such rights will be able to be created. The Joint Lead Managers announce that in connection with the issue of the Class A-2 Notes and Class B Notes: Austraclear will confer rights in the Class A-2 Notes and Class B Notes to certain of its members; and as a result of the issue of the Class A-2 Notes and Class B Notes in this manner, those rights will be able to be created. In this Offering Circular, capitalised expressions, are defined, or their definitions elsewhere in this Offering Circular are referred to, in the Glossary of Terms in Section 15. In connection with the issue of the Class A-1 Notes, any Joint Lead Manager (the "Stabilising Manager") (or persons acting on its behalf) may over-allot Class A-1 Notes (provided that the aggregate principal amount of Class A-1 Notes allotted does not exceed 105 per cent. of the aggregate principal amount of the Class A-1 Notes) or effect transactions with a view to supporting the market price of the Class A-1 Notes at a level higher than that which might otherwise prevail. However, there is no assurance that the Stabilising Manager (or persons acting on behalf of it) will undertake stabilisation action. Any stabilisation action may begin on or after the date on which adequate public disclosure of the final terms of the offer of the Class A-1 Notes is made and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days after the Issue Date and 60 days after the date of the allotment of the Class A-1 Notes. vi

7 CONTENTS 1. TRANSACTION STRUCTURE SUMMARY The TORRENS Programme TORRENS Series (E) Trust General Information regarding the Notes Interest on the Notes Repayment of principal on the Notes The Housing Loans Structural Features Further information Structural Diagram TERMS AND CONDITIONS OF THE NOTES Terms and Conditions of the Class A-1 Notes Summary of provisions relating to the Class A-1 Notes while in global form Description of the Domestic Notes USE OF PROCEEDS RISK FACTORS Limited Liability Under the Notes Timing of Principal Distributions Principal on the Redraw Notes will be paid before principal on the Class A Notes and Class B Notes Prepayment then Non-Payment Delinquency and Default Risk Servicer Risk Equitable Assignment Set-Off Ability of the Issuer Trustee to Redeem the Notes Breach of Representation and Warranty The Mortgage Insurance Policies Termination Payments on the Currency and Fixed Rate Swap Consumer Credit Code The concentration of Housing Loans in specific geographic areas may increase the possibility of loss on the Notes Secondary Market Risk Ratings of the Notes do not ensure their payment and withdrawal of any ratings may affect the value of the Notes The imposition of a withholding tax will reduce payments to you and may lead to an early redemption of the Notes Investment in the notes may not be suitable for all investors Conflicts of Interest EU Savings Tax Directive Proposed changes to the Basel Capital Accord ("Basel II") A decline in Australian economic conditions may lead to losses on your Notes THE ISSUER TRUSTEE, ADELAIDE BANK, THE TRUST MANAGER Description of the Issuer Trustee Description of Adelaide Bank The Trust Manager HOUSING LOANS Description of the Assets of the Series Trust Adelaide Bank Residential Loan Programme Adelaide Bank's Product Types Servicing of the Housing Loans CASH FLOW ALLOCATION METHODOLOGY Principles Underlying the Allocation of Cash Flows vii

8 7.2 Monthly Periods, Determination Dates and Distribution Dates Underlying Cash Flows Investor Revenues Repayment of Principal on the Notes Charge-Offs Calculations and Directions Estimated Weighted Average Lives of the Notes THE MORTGAGE INSURANCE POLICIES General GEMI PMI Mortgage Insurance Policies SUPPORT FACILITIES, SECURITY TRUST DEED, EURO NOTE TRUST DEED AND AGENCY AGREEMENT The Interest Rate Swaps Currency Swap Purpose of the Currency Swap Currency Swap Provider The Liquidity Facility The Redraw Facility The Security Trust Deed The Standby Guarantee Euro Note Trust Deed Agency Agreement Fees payable under Euro Note Trust Deed and Agency Agreement THE SERIES TRUST Creation of Trusts Perfection of Title The Issuer Trustee The Trust Manager The Servicer Termination of the Series Trust Audit and Accounts Amendments to Master Trust Deed and Series Supplement Meetings of Noteholders DOCUMENT CUSTODY Document Custody Document Transfer Event Custodian Fee AUSTRALIAN TAXATION Interest Withholding Tax and Tax File Numbers Profit on Sale Goods and Services Tax SUBSCRIPTION AND SALE OF THE CLASS A NOTES AND THE CLASS B NOTES Subscription Sale GENERAL INFORMATION GLOSSARY OF TERMS ANNEXURE - DETAILS OF THE HOUSING LOANS POOL viii

9 1. TRANSACTION STRUCTURE SUMMARY The following summary is qualified in its entirety by the remainder of this Offering Circular and by the terms of the Transaction Documents (see Section 14) or in the Glossary of Terms in Section The TORRENS Programme Adelaide Bank established a securitisation programme (the "TORRENS Programme") in June 1998 pursuant to the Master Trust Deed for the purpose of enabling the Issuer Trustee to issue debt instruments and to apply the proceeds of those debt instruments to invest in assets originated from time to time by the Adelaide Bank group. The Master Trust Deed provides for the creation of an unlimited number of series trusts. Each series trust is a separate and distinct trust fund and is created pursuant to the Master Trust Deed and a series supplement establishing specific provisions of the relevant series trust and the instruments to be issued by that series trust. Multiple classes of notes may be issued by the Issuer Trustee in relation to each series trust that differ amongst themselves as to, among other things, currency of denomination and payment, priority of repayment and credit risk. The Series Trust is the sixteenth series trust established under the Master Trust Deed. 1.2 TORRENS Series (E) Trust The detailed terms of the Series Trust are set out in the Series Supplement and the Master Trust Deed. The Master Trust Deed establishes the general framework under which series trusts may be established from time to time. It does not actually establish any trusts. To establish a trust, the Trust Manager and the Issuer Trustee execute a series supplement which, in the case of the Series Trust, was executed on 26 September The Series Supplement sets out (among other things) various representations and undertakings of the parties specific to the Housing Loans, which are additional to those in the Master Trust Deed, and amend the Master Trust Deed to the extent necessary to give effect to the specific aspects of the Series Trust and the issue of the Notes. The Master Trust Deed and the Series Supplement should therefore be read together when determining the rights, powers and obligations of the Issuer Trustee, the Trust Manager and the Seller in relation to the Series Trust. The proceeds of the issue of the Notes will fund the acquisition by the Series Trust of a pool of residential housing loans originated by Adelaide Bank. The Series Trust has not commenced operations and no financial statements have been made up as at the date of this Offering Circular. 1.3 General Information regarding the Notes Class A-1 Notes: Class A-2 Notes and Class B Notes: 450,000,000 Class A-1 Mortgage Backed Floating Rate Notes due September 2037 A$702,000,000 Class A-2 Mortgage Backed Floating Rate Notes due September A$46,500,000 Class B Mortgage Backed Floating Rate Notes due September General Description: The Notes are secured, pass-through, sequential pay, and floating rate debt securities. 1

10 Classes: The Notes are divided into 3 classes: the Class A-1 Notes, the Class A-2 Notes and the Class B Notes. Cut-Off Date: 27 September 2006 Both prior to and following enforcement of the Charge under the Security Trust Deed, the Class A-1 Notes and Class A-2 Notes will rank pari passu and rateably between such Class A-1 Notes and Class A-2 Notes and ahead of Class B Notes for both interest and principal payments. For further details on repayment of principal and interest, see Sections 7.4.5, and Payments in relation to Class A-1 Notes will be made on each Quarterly Distribution Date. Payments in relation to Class A-2 Notes and Class B Notes will be made monthly on each Distribution Date. On each Distribution Date which is not a Quarterly Distribution Date, funds may be set aside for the payment of principal and interest to be made in respect of the Class A-1 Notes on a Quarterly Distribution Date. Following enforcement of the Charge, payments made in respect of the Class A-1 Notes are based on specific exchange rates as described in Section In certain circumstances, the Issuer Trustee may issue Redraw Notes as described in Section If issued, Redraw Notes will, prior to the enforcement of the Charge under the Security Trust Deed, rank equally with the Class A-1 Notes and Class A-2 Notes, and prior to the Class B Notes, in their right to receive interest payments and will rank in priority to the Class A-1 Notes, Class A-2 Notes and Class B Notes in their right to receive principal payments. The Class B Notes will bear all losses on the Housing Loans before the Redraw Notes and Class A-1 Notes and Class A-2 Notes. Any losses allocated to the Class A-1 Notes, Class A-2 Notes and Redraw Notes will be allocated rateably between the Class A-1 Notes, Class A-2 Notes and the Redraw Notes. Following the enforcement of the Charge under the Security Trust Deed, Redraw Notes will rank equally with the Class A-1 Notes and Class A-2 Notes, and prior to the Class B Notes, in their right to receive both interest and principal payments. Pricing Date: Issue Date/Closing Date: 13 October 2006, or such other date that the Trust Manager and the Joint Lead Managers agree. Subject to the satisfaction of certain conditions precedent, 20 October 2006, or such other date that the Trust Manager and the Joint Lead Managers agree. Maturity Date: 14 September 2037 Aggregate Initial Invested Amount of the Class A-1 Notes: Aggregate Initial Invested Amount of the Class A-2 Notes: 450,000,000 A$702,000,000 2

11 Aggregate Initial Invested Amount of the Class B Notes: Denomination: Issue Price: Joint Lead Managers for Class A-1 Notes: Joint Lead Managers for the Class A-2 Notes and Class B Notes: Agent Bank for Class A-1 Notes: Principal Paying Agent for Class A-1 Notes: Euro Note Trustee: Ratings: Australian Stock Exchange Listing: A$46,500,000 Each Class A-1 Note has a denomination of 100,000. Each Class A-2 and Class B Note has a denomination of A$100,000. The Class A-1 Notes, the Class A-2 Notes, the Class B Notes and the Redraw Notes (if any) will be issued at par value. ABN AMRO Bank N.V., London Branch and Deutsche Bank AG, London Branch ABN AMRO Bank N.V., Australian Branch and Deutsche Bank AG, Sydney Branch Citibank, N.A., London Branch Citibank, N.A., London Branch Citicorp Trustee Company Limited It is expected that the Class A-1 Notes and Class A-2 Notes will be rated AAA by each of S&P and Fitch Ratings and Aaa by Moody's. It is expected that the Class B Notes will be rated AA by each of S&P and Fitch Ratings and Aa2 by Moody's. The Trust Manager has applied for the Class A-1 Notes and the Class A- 2 Notes to be listed on the Australian Stock Exchange prior to the first Distribution Date. The Trust Manager will maintain such listing during the term of the Class A-1 Notes and the Class A-2 Notes provided that the requirements to maintain the listing do not become unreasonably onerous. The Class B Notes will not be listed. 3

12 1.4 Interest on the Notes Calculation of Interest on the Notes: Interest on each Class A-1 Note for each Interest Period applicable to Class A-1 Notes (as defined in Condition 6.2 of the Euro Note Conditions) is calculated based on the aggregate of the EUR-EURIBOR-Telerate for that Interest Period plus the applicable Margin for Class A-1 Notes. The Margin for the Class A-1 Notes will be determined on the Pricing Date by agreement between the Trust Manager and the Joint Lead Managers for the Class A-1 Notes. Interest on each Class A-2 Note, Redraw Note and Class B Note for each Interest Period applicable to the Class A-2 Notes, Redraw Notes and the Class B Notes are calculated based on the aggregate of the BBSW on the first day of that Interest Period plus the applicable Margin for that class of Notes. The Margins for the Class A-2 Notes and the Class B Notes will be determined on the Pricing Date by agreement between the Trust Manager and the Joint Lead Managers for the Class A-2 Notes and Class B Notes. If the Issuer Trustee issues Redraw Notes, the Margin for such Redraw Notes will be determined by the Trust Manager prior to their Issue Date. If the Class A-1 Notes have not been redeemed on or prior to the Call Date, the margin payable on the Class A-1 Notes will step up to 0.20 per cent. per annum. If the Class A-2 Notes or the Class B Notes have not been redeemed on or prior to the Call Date, then the margin payable on Class A-2 Notes will step up to 0.34 per cent. per annum and the margin payable on Class B Note will step up to 0.46 per cent. per annum. For further details on the calculation of Interest on the Notes, see Condition 6 of the Euro Note Conditions and Section Payment of Interest on the Notes: Interest is payable on Class A-1 Notes quarterly in arrears on each Quarterly Distribution Date, being the 14th day of December, March, June and September in each year, or if such a day is not a Business Day, the next Business Day. 1.5 Repayment of principal on the Notes Interest is payable on Class A-2 Notes and Class B Notes monthly in arrears on each Distribution Date, being the 14th of each month of the year, or if such a day is not a Business Day, the next Business Day. For further details on payment of Interest on the Notes, see Sections and Repayment of Principal: Prior to enforcement of the Charge, Redraw Notes, if issued, receive repayments of principal ahead of the Class A-1 Notes, Class A-2 Notes and Class B Notes, and will receive repayments of principal monthly on each Distribution Date (to the extent Total Principal Collections are sufficient for this purpose) until the Stated Amount of the Redraw Notes is reduced to zero. Prior to enforcement of the Charge, to the extent that Total Principal Collections are sufficient for this purpose (see Section 7.5), repayments of principal on Class A-1 Notes, Class A-2 Notes and Class B Notes will be made on each Distribution Date 4

13 to the relevant Noteholders on the following basis: firstly, pari passu and rateably between Class A-1 Notes (based on their Adjusted Stated Amount) and Class A-2 Notes (based on their Stated Amount), until the Adjusted Stated Amount of the Class A-1 Notes and the Stated Amount of Class A-2 Notes are reduced to zero provided that if the Distribution Date is not a Quarterly Distribution Date the A$ amount to be applied to the Class A-1 Notes will be retained by the Issuer Trustee until the next Quarterly Distribution Date and following conversion to Euro, applied to the Class A-1 Notes on that Quarterly Distribution Date; following which to Class B Noteholders pari passu and rateably between them in repayment of principal until the Stated Amount of the Class B Notes is reduced to zero. For additional information on repayment of principal, see Section Call Option: The Issuer Trustee will, if so directed by the Trust Manager (given in the Trust Manager's discretion) and on giving not more than 40 days' nor less than 20 days' notice to the Euro Note Trustee, the Principal Paying Agent, the Agent Bank and the Class A-1 Noteholders, redeem all, but not some only, of the Notes on any Quarterly Distribution Date falling on or after the earlier of: the Quarterly Distribution Date on which the aggregate A$ Equivalent of the Stated Amount of all the Notes is less than 10 per cent. of the A$ Equivalent of the Invested Amount of all the Notes on the Issue Date; or the Call Date (being the Quarterly Distribution Date in December 2012). For additional information on the Call Option see Condition 7.2 of the Euro Note Conditions in Section 2.1. In addition, the Notes may be redeemed upon the occurrence of certain tax events. For additional information, see Condition 7.3 of the Euro Note Conditions. 1.6 The Housing Loans Purchase of Housing Loans: The Housing Loans are sourced from the Seller's general portfolio of residential housing loans (along with housing loans previously securitised by the Seller through its LIGHTHOUSE securitisation programme). The Issuer Trustee will use the proceeds from the issue of the Class A-1 Notes to make a Euro payment to the Currency Swap Provider in respect of the Currency Swap in relation to the Class A-1 Notes during business hours in London on the Issue Date in consideration for an Australian dollar payment that will be made earlier that day during the business hours in Sydney by the Currency Swap Provider to the Issuer Trustee. This Australian dollar payment, and the proceeds from the issue of the Class A-2 Notes and the Class B Notes, will be used by the Issuer Trustee, on the direction of the Trust Manager, to purchase a pool of Housing Loans and related mortgages and 5

14 collateral securities. The purchase price for these Housing Loans will be A$1,499,999, (being the total principal balance outstanding as at the Cut-Off Date in respect of the purchased Housing Loans). The Housing Loans are required to be secured by a registered first ranking mortgage over Australian residential property. In certain circumstances, in addition to the first ranking mortgage, there may also be a second ranking mortgage in favour of Adelaide Bank. Further details in relation to the Housing Loans are contained in Section 6. Assignment of Housing Loans: Custody of Housing Loan Documents: Servicing: Collections: The Housing Loans and related mortgages and collateral securities will be initially assigned to the Issuer Trustee in equity. If a Perfection of Title Event occurs under the Series Supplement the Issuer Trustee may be required to take certain actions to perfect its legal title to the Housing Loans and related mortgages and collateral securities. For further details on perfection of title, see Section The Issuer Trustee will be the initial Custodian of the Housing Loan Documents. The Seller must transfer custody of the underlying Housing Loan Documents to the Issuer Trustee 5 Business Days prior to the Closing Date specified in the Letter of Offer (or such other time as is agreed between the Issuer Trustee, the Ratings Agencies and the Trust Manager). The Seller may be appointed as custodian of the Housing Loan Documents after the Closing Date in the circumstances set out in Section The Seller has been appointed as the initial Servicer under the Series Supplement. For further details on the Servicer, see Sections 6.4 and The Issuer Trustee will be entitled to all Collections received in respect of Housing Loans from and including the Cut-Off Date in relation to those Housing Loans except as described below. The Issuer Trustee will pay to the Seller on the first Distribution Date after the Cut-Off Date from those Collections an amount equal to the interest accrued on the Housing Loans from (and including) the previous due date for the payment of interest on each of the Housing Loans up to (but excluding) the Closing Date for those Housing Loans (the "Accrued Interest Adjustment"). For further details on the Accrued Interest Adjustment, see Section The Issuer Trustee may also pay in respect of Housing Loans assigned from the Seller's LIGHTHOUSE securitisation programme, an advance ("Adjustment Advance") to the securitisation trust transferring the Housing Loans. To the extent that such a payment is made, the Issuer Trustee will be entitled to interest accrued on such Housing Loans prior to the Closing Date up to an amount equal to the Adjustment Advance. For further details on Adjustment Advance, see Section Moneys due by borrowers under the terms of the Housing Loans will be collected by the Servicer on behalf of the Issuer Trustee. Whilst the Collections Account is permitted to be maintained with the Servicer (see Section 1.7), the Servicer may retain the Collections it receives in respect of a Monthly Period until 1 6

15 Business Day before the next following Distribution Date (the "Transfer Date"), when it must deposit them into the Collections Account together with, in certain circumstances, interest earned on those Collections during the period they are held by the Servicer. If the Collections Account is not permitted to be maintained with the Servicer (see Section 1.7) the Servicer must pay all Collections it receives into the Collections Account within 2 Business Days of receipt or, where Collections are not received by the Servicer but are otherwise payable by the Servicer or the Seller, within 2 Business Days of when they fell due for payment by the Servicer or the Seller. The Servicer may, in its sole discretion, deposit amounts into the Collections Account in prepayment of its obligations to pay Collections into the Collections Account in these circumstances. Such prepaid amounts ("Outstanding Prepayment Amounts") are, to the extent they are standing to the credit of the Collections Account, secured to the Servicer under the Security Trust Deed (see Section 9.5.5). Collections in respect of each Monthly Period will be distributed on the Distribution Date following the end of that Monthly Period. Clean-Up Offer If either: on a Quarterly Distribution Date the aggregate A$ Equivalent of the Stated Amount of all Notes is, or is expected to be, less than 10 per cent. of the aggregate A$ Equivalent of the Invested Amount of all Notes on the Issue Date; or the next Distribution Date is the Call Date under the Euro Note Conditions or an event referred to in Condition 7.3 of the Euro Note Conditions has occurred (and Adelaide Bank has obtained the approval of the Australian Prudential Regulation Authority), Adelaide Bank may elect to repurchase the remaining Housing Loans on that Quarterly Distribution Date or any following Quarterly Distribution Date. The repurchase price of the Housing Loans (if Adelaide Bank elects to repurchase the remaining Housing Loans) (the "Clean-Up Settlement Price") will be their Fair Market Value. If the Clean-Up Settlement Price is insufficient to ensure the Noteholders will receive the aggregate of the Invested Amount of the Notes and the Interest payable on the Notes, the repurchase will be subject to Noteholder approval. Further details on the Clean-Up Offer are contained in Section Structural Features Mortgage Insurance: The Noteholders' first level of protection against principal and/or interest losses on the Housing Loans is provided by the respective Mortgage Insurance Policies under which the Housing Loans are insured. The Mortgage Insurance Policies cover all principal and/or interest losses incurred (if any) on each Housing Loan. Some but not all of the Housing Loans insured under the 7