IMPORTANT NOTICE NOT FOR DISTRIBUTION TO ANY U.S. PERSON OR TO ANY PERSON OR ADDRESS IN THE U.S.

Transcription

1 IMPORTANT NOTICE NOT FOR DISTRIBUTION TO ANY U.S. PERSON OR TO ANY PERSON OR ADDRESS IN THE U.S. IMPORTANT: You must read the following before continuing. The following applies to this Offering Circular, and you are therefore advised to read this carefully before reading, accessing or making any other use of this Offering Circular. In accessing this Offering Circular, you agree to be bound by the following terms and conditions, including any modifications to them any time you receive any information from us as a result of such access. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY THE SECURITIES DESCRIBED IN THIS OFFERING CIRCULAR IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT) OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. IN ORDER TO BE ELIGIBLE TO ACCESS THIS OFFERING CIRCULAR OR MAKE AN INVESTMENT DECISION WITH RESPECT TO THE SECURITIES DESCRIBED THEREIN, YOU AND ANY ENTITY THAT YOU REPRESENT MUST BE OUTSIDE THE UNITED STATES AND NOT BE A "U.S. PERSON" WITHIN THE MEANING OF REGULATION S OF THE SECURITIES ACT. THE FOLLOWING OFFERING CIRCULAR MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER, AND IN PARTICULAR, MAY NOT BE FORWARDED TO ANY U.S. PERSON OR TO ANY U.S. ADDRESS. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. This Offering Circular has been delivered to you on the basis that you are a person into whose possession this Offering Circular may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located. By accessing this Offering Circular, you shall be deemed to have confirmed and represented to us that you have understood and agree to the terms set out herein, you consent to delivery of this Offering Circular by electronic transmission, (c) you are not a U.S. person (within the meaning of Regulation S under the Securities Act) or acting for the account or benefit of a U.S. person and the electronic mail address that you have given to us and to which this has been delivered is not located in the United States, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands) or the District of Columbia and (d) if you are a person in the United Kingdom, then you are a person who (i) is an investment professional within the meaning of Article 19(5) or (ii) is a high net worth entity falling within Article 49(2) to (d), in each case, of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (all such persons together, the Relevant Persons). In the United Kingdom, this Offering Circular must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this Offering Circular relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. This Offering Circular has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently none of BNY Trust Company of Australia Limited ABN , Lloyds TSB Bank plc, Australia Branch ABN , Lloyds TSB Bank plc or Australia, J.P. Morgan Australia Limited ABN and Westpac Banking Corporation ABN or any person who controls any such person or any director, officer, employee nor agent of any such person or affiliate of any such person accepts any liability or responsibility whatsoever in respect of any difference between the Offering Circular distributed to you in electronic format and the hard copy version available to you on request from Lloyds TSB Bank plc, Australia Branch ABN , Lloyds TSB Bank plc, J.P. Morgan Australia Limited ABN or Westpac Banking Corporation ABN

2 OFFERING CIRCULAR BNY Trust Company of Australia Limited ABN a limited liability company incorporated under the laws of Australia in its capacity as trustee of the Bella Trust No. 2 in respect of Series Class of Notes Class A1 Notes Class A2a Notes Class A2b Notes Class B Notes Class C Notes Class D Notes Class E Notes Seller Notes Initial Principal Outstanding A$ 85,000, ,000,000 A$ 222,000,000 A$ 58,000,000 A$ 18,200,000 A$ 4,500,000 A$ 10,800,000 A$ 13,100,000 Issue Price 100% 100% 100% 100% 100% 100% 100% 100% Final Maturity Date Payment Date occurring in December 2012 Payment Date occurring in May 2018 Payment Date occurring in May 2018 Payment Date occurring in May 2018 Payment Date occurring in May 2018 Payment Date occurring in May 2018 Payment Date occurring in May 2018 Payment Date occurring in May 2018 Interest Rate BBSW (one month) plus 0.65% p.a. LIBOR (one month) plus 1.25% p.a. BBSW (one month) plus 1.65% p.a. 0.01% p.a. 0.01% p.a. 0.01% p.a. 0.01% p.a. 0.01% p.a. Expected Ratings: Fitch F1+sf AAAsf AAAsf Asf BBBsf BBsf Bsf Unrated Moody's P-1(sf) Aaa(sf) Aaa(sf) Aa2(sf) A1(sf) A3(sf) Baa3(sf) Unrated An application has been or will be made to the Australian Securities Exchange (ASX) for the Class A2 Notes to be admitted to the official list as an ASX Debt Listing. No assurance can be made that the application will be granted. Prospective purchasers of the Class A2 Notes should consult with the Manager, to determine their status. The issuance and settlement of the Class A2 Notes on the Issue Date is not conditioned on the listing of the Class A2 Notes on the ASX. The holding of Notes is subject to investment risks, including possible delays in repayment, loss of income and principal invested and other risks described in Section 6 of this Offering Circular. This Offering Circular only relates to the Class A1 Notes, the Class A2a Notes and the Class A2b Notes (the Offered Notes). The sole purpose of this Offering Circular is to assist the recipient to decide whether to proceed with a further investigation regarding whether it should invest in the Offered Notes. This Offering Circular does not relate to, and is not relevant for, any other purpose. Seller and Servicer Capital Finance Australia Limited A$ Joint Lead Managers Lloyds TSB Bank plc, Australia Branch ABN / AFSL# J.P. Morgan Australia Limited ABN / AFSL# Manager Lloyds TSB Bank plc, Australia Branch ABN Offshore Lead Manager Lloyds TSB Bank plc Westpac Banking Corporation ABN / AFSL# The date of this Offering Circular is 25 November

3 NOTES LIABILITIES OF THE ISSUER ONLY The Notes to be issued by BNY Trust Company of Australia Limited ABN (BNY) will only be issued by BNY in its capacity as trustee of the Bella Trust No. 2 (Trust) in respect of Series (Series) (in that capacity, the Issuer). The Notes will represent liabilities of the Issuer only and will not represent deposits or other liabilities of BNY in any capacity other than as trustee of the Trust in respect of the Series, Lloyds TSB Bank plc, Australia Branch ABN (Manager, Interest Rate Swap Provider and an A$ Joint Lead Manager), Westpac Banking Corporation ABN (Currency Swap Provider and an A$ Joint Lead Manager), J.P. Morgan Australia Limited ABN (as an A$ Joint Lead Manager), Lloyds TSB Bank plc (the Offshore Lead Manager and, together with Lloyds TSB Bank plc, Australia Branch, J.P. Morgan Australia Limited and Westpac Banking Corporation, the Joint Lead Managers), Capital Finance Australia Limited ABN (CFAL, Seller and Servicer), BNY Trust (Australia) Registry Limited ABN in its capacity as trustee of the Security Trust in respect of the Series (Security Trustee) or in its personal capacity, The Bank of New York Mellon, London Branch in its capacity as trustee of the Offshore Note Trust in respect of the Series (Offshore Note Trustee) or in its personal capacity, The Bank of New York Mellon, London Branch (Principal Paying Agent and Agent Bank), The Bank of New York Mellon (Luxembourg) S.A. (Registrar) or any affiliate of the Manager, Seller, the Servicer, the Security Trustee, the Issuer, any Joint Lead Manager, the Offshore Note Trustee, the Principal Paying Agent, the Agent Bank, the Registrar, the Interest Rate Swap Provider or Currency Swap Provider (each a Party), nor does any Party, any affiliate of a Party, or the ultimate parent company of any Party in any way stand behind the capital value or the performance (or both) of the Notes or the Series Assets of the Series. The holding of Notes is subject to investment risk, including possible delays in repayment and loss of income and principal invested. None of the Parties (other than the Issuer in its capacity as trustee of the Trust in respect of the Series) or any associate of any Party: guarantees or is otherwise responsible for any particular rate of return or the payment of any amounts owing to the Noteholders including the payment of interest or the repayment of principal or any other amounts due on the Notes or the obligations of the Issuer; or stands behind the capital value and/or the performance of the Notes or the Series Assets of the Series. The Issuer's liability under the Notes is limited. For further information about the Issuer's limited liability under the Notes and its right of indemnity out of the Series Assets see Section 2.6 and Section This Offering Circular only relates to the Offered Notes. The sole purpose of this Offering Circular is to assist the recipient to decide whether to proceed with a further investigation regarding whether it should invest in the Offered Notes. This Offering Circular does not relate to, and is not relevant for, any other purpose. 3

4 1. IMPORTANT NOTICE The Issuer has not authorised or caused the issue of this Offering Circular and has not made or authorised the application to listing and/or trading. The Issuer acts solely on the instructions of the Manager in respect of these matters. This Offering Circular does not constitute an offer of, or an invitation by or on behalf of, any person, to subscribe for or purchase any of the Notes, and must not be relied upon by any intending subscriber or purchaser of the Notes. This Offering Circular is only a summary of the terms and conditions of the Notes and the Series and is to assist each recipient to decide whether it will undertake its own further independent investigation of the Notes. This Offering Circular does not purport to contain all information a person considering subscribing for or purchasing the Notes may require. Accordingly, this Offering Circular should not be relied upon by intending subscribers or purchasers of the Notes. If there is any inconsistency between this Offering Circular and the Transaction Documents, the Transaction Documents should be regarded as containing the definitive information. The distribution of this Offering Circular and the offering or sale of the Notes in certain jurisdictions may be restricted by law. None of the Parties represent that this Offering Circular may be lawfully distributed, or that the Notes may be lawfully offered, in compliance with any applicable registration or other requirements in any such jurisdiction, or pursuant to an exemption available thereunder, or assume any responsibility for facilitating any such distribution or offering. In particular, no action has been or will be taken by any Party that would permit a public offer of the Notes in any country or jurisdiction where action for that purpose is required. Accordingly, the Notes may not be offered or sold, directly or indirectly, and neither this Offering Circular nor any other offering circular, information memorandum, prospectus, form of application, advertisement or other offering material may be issued or distributed or published in any country or jurisdiction, except in circumstances that will result in compliance with all applicable laws and regulations. Persons into whose possession this Offering Circular comes are required by the Issuer and the Manager to inform themselves about and to observe any such restrictions. In particular, there are restrictions on the distribution of this Offering Circular in several specific jurisdictions as described in Section 15. This Offering Circular is not a "Prospectus", an "Offer Information Statement" or a "Product Disclosure Statement" for the purposes of the Australian Corporations Act and is not required to be lodged with ASIC. Accordingly, a person may not (directly or indirectly) offer for subscription or purchase or issue invitations to subscribe for or buy or sell the Notes, or distribute this Offering Circular in the Commonwealth of Australia, its territories or possessions (Australia) or to any resident of Australia, except if: (c) the amount payable by the transferee in relation to the relevant Notes is A$500,000 (or the equivalent thereof in any other currency) or more or if the offer or invitation to the transferee is otherwise an offer or invitation that does not require disclosure to investors in accordance with Part 6D.2 or Part 7.9 of the Australian Corporations Act; the offer or invitation does not constitute an offer to a "retail client" under Chapter 7 of the Australian Corporations Act; and the offer or invitation complies with all applicable laws and directives and does not require any document to be lodged with, or registered by, ASIC. The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the Securities Act) or with any securities regulatory authority of any state or other jurisdiction of the United States. The Notes may not be offered, sold or delivered within the United 4

5 States or to, or for the account or benefit of "U.S. persons" (as defined in Regulation S under the Securities Act) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Manager has authorised the distribution of this Offering Circular and accepts responsibility for the information contained in this Offering Circular other than any information for which another Party takes responsibility for in accordance with this Section 1. The Manager declares that, having taken all reasonable care to ensure such is the case, the information in this Offering Circular for which it accepts responsibility, to the best of its knowledge, is in accordance with the facts and does not omit anything likely to affect the importance of such information. None of the Issuer, the Security Trustee, the Offshore Note Trustee, the Principal Paying Agent, the Agent Bank or the Registrar has authorised the distribution of this Offering Circular nor accepts responsibility for the information contained in this Offering Circular other than as set out in the following paragraph. Lloyds TSB Bank plc, Australia Branch accepts responsibility for the information relating to it contained in Section Capital Finance Australia Limited accepts responsibility for the information relating to it contained in Section 5, Section 7, Section 8, Section 11.3 and the information contained in Appendix 1. The Security Trustee accepts responsibility for the information relating to it contained in Section The Issuer accepts responsibility for the information relating to it contained in Section The Currency Swap Provider accepts responsibility for the information relating to it contained in Section Each of the Offshore Note Trustee, the Principal Paying Agent and the Registrar accept responsibility for the information relating to it contained in Sections 11.6 and To the best of the knowledge and belief of the Interest Rate Swap Provider, the Seller, the Servicer, the Issuer, the Security Trustee, the Currency Swap Provider, the Offshore Note Trustee, the Principal Paying Agent and the Registrar (as the case may be) (each of which has taken all reasonable care to ensure that such is the case), the information for which it accepts responsibility in this Offering Circular is in accordance with the facts and does not omit anything likely to affect the importance of such information. None of the Joint Lead Managers has authorised, has caused the issue of, has (and expressly disclaims) any responsibility for or has made any statement in, any part of this Offering Circular. This Offering Circular is not intended to be, and does not constitute, a recommendation by the Parties that any person subscribe for or purchase any Notes. Neither the Parties (other than the Issuer in its capacity as trustee of the Trust in respect of the Series) nor any of their respective affiliates or ultimate holding companies guarantee and are not otherwise responsible for payment or repayment of any moneys owing to Noteholders, including the repayment of the principal of the Notes and the payment of interest on the Notes. The Notes will be the obligations solely of the Issuer. The Issuer only undertakes to pay principal, any interest and any other amounts payable in respect of each Note held by the Noteholder in accordance with the Conditions. The Issuer's liability under the Notes is limited. All claims against the Issuer in relation to the Notes may, except in limited circumstances, be satisfied only out of the Series Assets of the Series which have been charged under the Master Security Trust Deed and the Deed of Charge, and are limited in recourse to distributions with respect to such Series Assets from time to time. For further information about the Issuer's limited liability under the Notes and its right of indemnity out of the Series Assets see Section 2.6 and Section No representation, warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by any of the Parties as to the accuracy or completeness of any 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 that Party is expressed to be responsible. Each person receiving this Offering Circular acknowledges that such person has not relied on any of the Parties, nor on any person affiliated with any of the Parties, in 5

6 connection with its investigation of the accuracy of such information or its investment decisions other than in respect of the sections for which any of the Parties is responsible as set out above. No person has been authorised to give any information or to make any representations other than as contained in this Offering Circular and the documents referred to herein in connection with the issue or sale of the Notes and, if given or made, such information or representation must not be relied upon as having been authorised by any Party or any of its affiliates. This Offering Circular has been prepared by the Manager based on information available to it and the facts and circumstances existing as at 25 November 2011 (Preparation Date). The Manager has no obligation to update this Offering Circular after the Preparation Date having regard to information which becomes available, or facts and circumstances which come to exist, after the Preparation Date. Neither the delivery of this Offering Circular nor any sale or purchase made in connection herewith shall, under any circumstances, create any implication that there has been no change in the affairs of the Series or the Issuer since the date hereof or the date upon which this Offering Circular has been most recently amended or supplemented or that any other information supplied in connection with the Notes is correct as of any time subsequent to the date on which it is supplied or, if different, the date indicated in the document containing the same. None of the Parties undertakes to review the financial condition or affairs of the Issuer or the Series during the life of the Notes or to advise any investor or potential investor in the Notes of any changes in, or matters arising or coming to their attention which may affect, anything referred to in this Offering Circular. Neither this Offering Circular nor any other information supplied in connection with the Notes is intended to provide the basis of any credit or other evaluation and should not be considered as a recommendation by the Parties that any recipient of this Offering Circular, or of any other information supplied in connection with the Notes, should purchase any of the Notes. Each investor contemplating purchasing any of the Notes should make its own independent investigation of the Issuer, the Series and the Notes and each investor should seek its own tax, accounting and legal advice as to the consequence of investing in any of the Notes. None of the Parties accepts any responsibility or makes any representation as to the tax consequences of investing in the Notes. This Offering Circular has been prepared for distribution only to persons whose ordinary business includes the buying and selling of securities such as the Notes (whether as principal or agent). Its contents may not be reproduced or used in whole or in part for any purpose other than for assisting prospective purchasers to understand some of the features of the Notes. It is not intended for, and should not be distributed to, any other person without the express written permission of the Manager, nor should it be construed as an offer or invitation to any other person. The Australian Charter of the United Nations Act 1945 prohibits certain transactions involving assets which it deems to be freezable with, or on behalf of, certain listed or proscribed persons or entities. The assets deemed to be frozen under the Australian Charter of the United Nations Act 1945 are: (c) assets listed by the Minister for Foreign Affairs under section 15 of that act; assets owned or controlled by persons or entities listed by the Minister for Foreign Affairs under section 15 of that act; and assets owned or controlled by persons or entities proscribed by the Governor-General in regulations made under section 18 of that act. The Australian Banking (Foreign Exchange) Regulations 1959 require the approval of the Reserve Bank of Australia to be obtained with respect to certain payments to, or transactions in relation to, a person or entity proscribed from time to time under those regulations. 6

7 Traditionally persons or entities so listed or proscribed are persons or entities against whom the Commonwealth of Australia has imposed economic or political sanctions. In certain circumstances, Australian tax law imposes interest withholding tax on payments of interest. Under present law, the Offered Notes held by offshore Noteholders will not be subject to interest withholding tax if the issue of the Offered Notes satisfies the public offer test and other prescribed conditions set out in section 128F of the Income Tax Assessment Act of 1936 (Cth) (including that they are not acquired directly or indirectly by Offshore Associates (as defined in Section 14) of the Issuer or Capital Finance Australia Limited, subject to certain exceptions). The A$ Joint Lead Managers have agreed with the Issuer to offer the A$ Offered Notes for subscription or purchase in accordance with certain agreed procedures contained in the A$ Note Dealer Agreement and the Offshore Lead Manager has agreed with the Issuer to offer the Class A2a Notes for subscription or purchase in accordance with certain agreed procedures contained in the Offshore Dealer Agreement. It is intended that the Issuer will be able to demonstrate that the public offer tests under section 128F will be satisfied in relation to the issue and sale of the Offered Notes. Accordingly, persons who are Offshore Associates of the Issuer should not, except in certain circumstances, acquire the Offered Notes. This Offering Circular is not intended to furnish legal, regulatory, tax, accounting, investment or other advice to any prospective purchaser of the Notes. This Offering Circular should be reviewed by each prospective purchaser and its legal, regulatory, tax, accounting, investment and other advisers. Prospective purchasers whose investment authority is subject to legal restrictions should consult their legal advisers to determine whether and to what extent the Notes constitute legal investments for them. Each person receiving this Offering Circular is deemed to have acknowledged that: (c) any decision to invest in the Notes is its own investment decision and such person has made its own analysis and determination of the suitability of its investment, with particular reference to the merits and risks involved in its investment, its own investment objectives and experience and any other factor which may be relevant to it in connection with such investment, solely on the basis of its own independent investigation of the Issuer, the Series and the Notes and any independent advice it has received as to the consequence of investing in any of the Notes; such person has not relied on any of the Joint Lead Managers or any person affiliated with the Joint Lead Managers in connection with its investigation of the accuracy of such information or its investment decision; and no person has been authorised to give any information or to make any representation concerning the Notes other than as contained herein and, if given or made, any such other information or representation has not been relied upon. Forward Looking Statements Certain matters contained herein are forward-looking statements. Such statements appear in a number of places in this Offering Circular, including with respect to assumptions on prepayment and certain other characteristics of the Motor Receivables, Receivables Contracts and Related Documents, and reflect significant assumptions and subjective judgements by the Issuer that may not prove to be correct. Such statements may be identified by reference to a future period or periods and the use of forward-looking terminology such as "may", "will", "could", "believes", "expects", "anticipates", "continues", "intends", "plans" or similar terms. Consequently, future results may differ from the Issuer's expectations due to a variety of factors, including (but not limited to) the economic environment and regulatory changes in the auto and consumer finance industry in 7

8 Australia. Moreover, past financial performance should not be considered a reliable indicator of future performance and prospective purchasers of the Notes are cautioned that any such statements are not guarantees of performance and involve risks and uncertainties, many of which are beyond the control of the Issuer. The Joint Lead Managers have not attempted to verify any such statements, nor do they make any representations, express or implied, with respect thereto. Prospective purchasers should therefore not place undue reliance on any of these forward-looking statements. None of the Issuer nor the Joint Lead Managers assume any obligation to update these forwardlooking statements or to update the reasons for which actual results could differ materially from those anticipated in the forward looking statements. Designated Rating Agencies Moody's Investors Service Pty Limited ABN is not established in the European Union and has not applied for registration under Regulation (EC) No. 1060/2009 (as amended) (the CRA Regulation). However, the application for registration under the CRA Regulation of Moody's Investors Service Limited, which is established in the European Union and is registered under the CRA Regulation (and, as such are included in the list of credit rating agencies published by the European Securities and Markets Authority (ESMA) on its website in accordance with the CRA Regulation), disclosed the intention to endorse credit ratings of Moody's Investors Service Pty Limited. While notification of the corresponding endorsement decision has not yet been provided by the relevant competent authority, ESMA has indicated that a transitional period ending on 31 January 2012 (which may be extended to 30 April 2012) will apply with respect to credit ratings intended to be endorsed. This transitional period allows market participants to continue to use in the EU credit ratings issued in third countries, while ESMA completes its assessment of the relevant regulatory framework of the relevant third country. Fitch Australia Pty Limited ABN is not established in the European Union and has not applied for registration under the CRA Regulation. However, the application for registration under the CRA Regulation of Fitch Ratings Limited, which is established in the European Union and is registered under the CRA Regulation (and, as such are included in the list of credit rating agencies published by the ESMA on its website in accordance with the CRA Regulation), disclosed the intention to endorse credit ratings of Fitch Australia Pty Limited. While notification of the corresponding endorsement decision has not yet been provided by the relevant competent authority, ESMA has indicated that a transitional period ending on 31 January 2012 (which may be extended to 30 April 2012) will apply with respect to credit ratings intended to be endorsed. This transitional period allows market participants to continue to use in the EU credit ratings issued in third countries, while ESMA completes its assessment of the relevant regulatory framework of the relevant third country. 8

9 CONTENTS Clause Page 1. Important Notice Introduction Program Overview Terms and Conditions of the Notes Article 122a of the Capital Requirements Directive Risk Factors Capital Finance Motor Receivables Program Series Assets of the Program Credit and Liquidity Support Cashflow Allocation Methodology Transaction Parties Transaction Structure Use of Proceeds Australian Taxation Considerations Selling Restrictions Exchange Controls and Limitations Transaction Documents Estimated Average Life of the Notes and Assumptions Glossary of Terms APPENDIX

10 2. INTRODUCTION 2.1 Purpose This Offering Circular has been prepared solely in connection with the Trust in respect of the Series. This Offering Circular has been prepared for distribution only to persons whose ordinary business includes the buying and selling of securities (whether as principal or agent) and on the express understanding that the information it contains will be regarded and treated as strictly confidential. Its contents may not be reproduced or used in whole or in part for any purpose other than for assisting prospective purchasers to understand some of the features of the Notes. It is not intended for, and should not be distributed to, any other person without the express written permission of the Manager. This Offering Circular is not intended to provide the sole basis of any credit or other evaluation and it does not constitute a recommendation, offer or invitation to purchase any Notes by any person. Capitalised terms not otherwise defined in this Offering Circular where first used have the meaning given to them in Section 1, Section 2, Section 3, Section 17 and Section Disclosure Each Party discloses that, in addition to the arrangements and interests it will or may have with respect to any other Party, including without limitation, the Manager, the Servicer, the Seller and BNY (in its capacity as trustee of the Trust or any other trust and as Issuer of the Series or any other series) (together, the Group) as described in this Offering Circular (the Transaction Document Interests), it, its Related Entities (as such term is defined in the Australian Corporations Act) (the Related Entities) and officers, directors and employees: may from time to time be a Noteholder or have other interests with respect to the Notes and they may also have interests relating to other arrangements with respect to a Noteholder or a Note; and may receive fees, brokerage and commissions or other benefits, and act as principal with respect to any dealing with respect to any Notes, (the Note Interests). Each purchaser of Notes acknowledges these disclosures and further acknowledges and agrees that: each Party and each of their Related Entities and officers, directors and employees (each a Relevant Entity) will have the Transaction Document Interests and may from time to time have the Note Interests and is, and from time to time may be, involved in a broad range of transactions including, without limitation, banking, dealing in financial products, credit, derivative and liquidity transactions, investment management, corporate and investment banking and research (the Other Transactions) in various capacities in respect of any member of the Group or any other person, both on the Relevant Entity's own account and for the account of other persons (the Other Transaction Interests); each Relevant Entity in the course of its business (whether with respect to the Transaction Document Interests, the Note Interests, the Other Transaction Interests or otherwise) may act independently of any other Relevant Entity; 10

11 (c) (d) (e) (f) to the maximum extent permitted by applicable law, the duties of each Relevant Entity in respect of any member of the Group and the Notes are limited to the contractual obligations of the Parties to the relevant members of the Group as set out in the Transaction Documents and, in particular, no advisory or fiduciary duty (except in the case of the Issuer in respect of the Trust and the Security Trustee in respect of the Security Trust) is owed to any person; a Relevant Entity may have or come into possession of information not contained in this Offering Circular that may be relevant to any decision by a potential investor to acquire the Notes and which may or may not be publicly available to potential investors (Relevant Information); to the maximum extent permitted by applicable law but subject to the Transaction Documents, no Relevant Entity is under any obligation to disclose any Relevant Information to any member of the Group or to any potential investor and this Offering Circular and any subsequent conduct by a Relevant Entity should not be construed as implying that the Relevant Entity is not in possession of such Relevant Information; and each Relevant Entity may have various potential and actual conflicts of interest arising in the course of its business, including in respect of the Transaction Document Interests, the Note Interests or the Other Transaction Interests. For example, the exercise of rights against a member of the Group arising from the Transaction Document Interests (for example, by a Joint Lead Manager) or from an Other Transaction may affect the ability of the Group member to perform its obligations in respect of the Notes. In addition, the existence of a Transaction Document Interest or Other Transaction Interest may affect how a Relevant Entity in another capacity (for example, as a Noteholder) may seek to exercise any rights it may have in that capacity. These interests may conflict with the interests of the Group or a Noteholder, and the Group or a Noteholder may suffer loss as a result. To the maximum extent permitted by applicable law, a Relevant Entity is not restricted from entering into, performing or enforcing its rights in respect of the Transaction Document Interests, the Note Interests or the Other Transaction Interests and may otherwise continue or take steps to further or protect any of those interests and its business even where to do so may be in conflict with the interests of Noteholders or the Group, and the Relevant Entities may in so doing act without notice to, and without regard to, the interests of any such person. 2.3 Offering Circular a Summary of Terms This Offering Circular contains only a summary of the terms and conditions of the Series and should not be relied upon by prospective purchasers. If there is any inconsistency between this Offering Circular and the Transaction Documents set out in Section 17 in respect of the Series, the Transaction Documents should be regarded as containing the definitive information. With the approval of the Manager, a copy of the Transaction Documents (other than the Dealer Agreements and the Subscription Agreement) for the Series may be inspected by prospective purchasers or holders of Notes in respect of the Series at the office of the Manager or the Offshore Note Trustee on a confidential basis, by prior arrangement during normal business hours. 2.4 Documents Incorporated by Reference The following documents are incorporated in, and deemed to form part of, this Offering Circular: all amendments and supplements to this Offering Circular prepared by the Manager from time to time; and 11

12 all documents stated by the Manager to be incorporated in this Offering Circular by reference, including without limitation the most recently available financial statements of the Issuer and any interim financial statements (whether audited or unaudited) of the Issuer published subsequent to such audited financial statements. To the extent that anything contained in a subsequent document which is or is deemed to be incorporated in this Offering Circular by reference supersedes any earlier statement, that earlier statement shall be deemed to be modified or superseded for the purposes of this Offering Circular. Copies of all documents incorporated by reference herein may be inspected, without charge, by appointment with the Manager or the Offshore Note Trustee at its respective offices during normal business hours. However, any person wishing to inspect such documents must first enter into an agreement with the Manager or the Offshore Note Trustee, as the case may be, in a form acceptable to it, not to disclose the contents of such document without the Manager's or the Offshore Note Trustee's, as the case may be, prior written consent. 2.5 No Disclosure under Australian Corporations Act This Offering Circular is not a "Prospectus", a "Product Disclosure Statement" or an "Offer Information Statement" for the purposes of the Australian Corporations Act and is not required to be lodged with ASIC. Accordingly, a person may not (directly or indirectly) offer for subscription or purchase or issue invitations to subscribe for or buy or sell the Notes, or distribute this Offering Circular in the Commonwealth of Australia, its territories or possessions (Australia) or to any resident of Australia, except if: (c) the amount payable by the transferee in relation to the relevant Notes is A$500,000 (or the equivalent thereof in any other currency) or more or if the offer or invitation to the transferee is otherwise an offer or invitation that does not require disclosure to investors in accordance with Part 6D.2 or Part 7.9 of the Australian Corporations Act; the offer or invitation does not constitute an offer to a "retail client" under Chapter 7 of the Australian Corporations Act; and the offer or invitation complies with all applicable laws and directives and does not require any document to be lodged with, or registered by, ASIC. 2.6 Notes limited recourse instruments The Notes issued by the Issuer are limited recourse instruments and are issued only in respect of the Trust and the Series. The rights of each holder of Notes to take action with respect to any amounts owing to it by the Issuer is limited to the Series Assets of the Series in the manner prescribed by the Master Security Trust Deed, the Master Trust Deed, the Deed of Charge and the Series Supplement. This limitation will not apply to any obligation or liability of the Issuer to the extent that it is not satisfied because, under the Master Trust Deed, the Master Security Trust Deed or the Series Supplement or by operation of law, there is a reduction in the extent of the Issuer's indemnification out of the Series Assets of the Series as a result of the Issuer's fraud, gross negligence or wilful misconduct. See Section for further information on the Issuer's limited liability. Each Noteholder, by subscribing for any Note, acknowledges that the Issuer will not be taken to be fraudulent, grossly negligent or in wilful misconduct purely because the Issuer has relied on the Manager's preparation of this Offering Circular. 2.7 Series Segregation The Series Assets of the Series are not available in any circumstances to meet any obligations of the Issuer in respect of any Other Series and if, upon enforcement or realisation of the Charge for the 12

13 Series, sufficient funds are not realised to discharge in full the obligations of the Issuer in respect of the Series, no further claims may be made against the Issuer in respect of such obligations and no claims may be made against any of its assets in respect of any Other Series. The Issuer is not permitted to commingle any Series Assets in respect of the Series with assets in respect of any Other Series. 2.8 Rating Agencies Any reference in this Offering Circular to the credit ratings of various parties and the Notes is not a recommendation to buy, sell or hold Notes. The credit ratings are subject to revision, suspension or withdrawal at any time by the relevant rating agency. No rating agency has been involved in the preparation of this Offering Circular. In general, European regulated investors are restricted under Regulation (EC) No. 1060/2009 (as amended) (the CRA Regulation) from using credit ratings for regulatory purposes, unless such ratings are issued by a credit rating agency established in the EU and registered under the CRA Regulation (and such registration has not been withdrawn or suspended), subject to transitional provisions that apply in certain circumstances whilst the registration application is pending. Such general restriction will also apply in the case of credit ratings issued by non-eu credit rating agencies, unless the relevant credit ratings are endorsed by an EU-registered credit rating agency or the relevant non-eu rating agency is certified in accordance with the CRA Regulation (and such endorsement action or certification, as the case may be, has not been withdrawn or suspended). Certain information with respect to the Designated Rating Agencies is set out in Section 1. Each credit rating applied for in relation to the Notes will be issued by a credit rating agency which has not applied for registration under the CRA Regulation. However, the applications for registration under the CRA Regulation of Fitch Ratings Limited and Moody's Investors Service Ltd, which are established in the EU and are registered under the CRA Regulation (and, as such are included in the list of credit rating agencies published by ESMA on its website in accordance with the CRA Regulation), disclosed the intention to endorse credit ratings of Fitch and Moody's, respectively. While notification of the corresponding endorsement decision has not yet been provided by the relevant competent authority, ESMA has indicated that a transitional period ending on 31 January 2012 (which may be extended to 30 April 2012) shall apply with respect to credit ratings intended to be endorsed. This transitional period allows market participants to continue to use in the EU credit ratings issued in third countries, while ESMA completes its assessment of the relevant regulatory framework of the relevant third country Announcements By distributing or arranging for the distribution of this Offering Circular to the Joint Lead Managers and the persons to whom this Offering Circular is distributed, the Issuer announces to the Joint Lead Managers and each such person that: in respect of the A$ Offered Notes: (i) (ii) (iii) the A$ Offered Notes will initially be issued and held by Austraclear Limited; in connection with the issue, Austraclear Limited will confer rights in relation to those Noteholders of the A$ Offered Notes and will record the existence of those rights; and as a result of the issue of those A$ Offered Notes above in this manner, such rights will be able to be created; and 13

14 in respect of the Class A2a Notes: (i) (ii) (iii) the Class A2a Notes will initially be issued in the form of book-entry notes and will be registered in the name of the common depositary, as nominee of Euroclear or Clearstream, Luxembourg; in connection with the issue of Class A2a Notes, Euroclear or Clearstream, Luxembourg will confer rights in relation to the Class A2a Noteholders and will record the existence of those rights; and as a result of the issue of the Class A2a Notes in this manner, such rights will be able to be created Presentation of Currencies and Other Information In this Offering Circular, references to "Australian dollars" and "A$" are references to Australian currency and references to " " and "Sterling" are references to the currency of the United Kingdom. Unless otherwise stated in this Offering Circular, any translations of Australian dollars into Sterling have been made at a rate of A$1.00 = Use of such rate is not a representation that Australian dollar amounts actually represent such Sterling amounts or could be converted into Sterling at that rate. Prior to the enforcement of the Charge under the Master Security Trust Deed and the Deed of Charge, determinations and payments to Class A2a Noteholders in respect of principal and interest will be converted from Australian dollars to Sterling (respectively) at the Sterling Exchange Rate. Following the enforcement of the Charge under the Master Security Trust Deed and the Deed of Charge, determinations and payments to the Class A2a Noteholders in respect of principal and interest will be converted from Australian dollars to Sterling as set out in Section References in this Offering Circular to statutes followed by "(Cth)" are to legislation enacted by the federal parliament of the Commonwealth of Australia Capitalised Terms Capitalised terms used in this Offering Circular, unless defined elsewhere in this Offering Circular, have the meanings set forth in the Glossary in Section

15 3. PROGRAM OVERVIEW The following is only a brief summary of the terms and conditions of the Notes. Prospective purchasers should read this summary, in conjunction with the whole of this Offering Circular and the Transaction Documents (other than the Dealer Agreements and the Subscription Agreement). 3.1 Structure Diagram A diagram of the structure of the transaction is set out in below. SELLER Capital Finance Australia Limited MANAGER Lloyds TSB Bank plc, Australia Branch Sale of Motor Receivables Fixed and floating charge over the assets of the Series SECURITY TRUSTEE BNY Trust (Australia) Registry Limited PARTICIPATION UNITHOLDER Capital Finance Australia Limited SERVICER Capital Finance Australia Limited Payments from the Motor Receivables TRUSTEE BNY Trust Company of Australia Limited BELLA TRUST NO. 2 SERIES A$ payments in respect of the Class A2a Notes A$ payments on the A$ Notes RESIDUAL UNITHOLDER Capital Finance Australia Limited INTEREST RATE SWAP PROVIDER Lloyds TSB Bank plc, Australia Branch Net Payment AUSTRACLEAR OFFSHORE NOTE TRUSTEE The Bank of New York Mellon, London Branch REGISTRAR The Bank of New York (Luxembourg) S.A. CURRENCY SWAP PROVIDER Westpac Banking Corporation payments on the Class A2a Notes PRINCIPAL PAYING AGENT AND AGENT BANK The Bank of New York Mellon, London Branch A$ NOTEHOLDERS Class A1 Notes and Class A2b Notes A$ NOTEHOLDERS Class B Notes, Class C Notes, Class D Notes, Class E Notes and Seller Notes CLASS A2A NOTEHOLDERS AU: /11/2011

16 3.2 The Bella Trust No. 2 The Bella Trust No. 2 was established on 24 May 2011 (the Trust) for the purpose of enabling BNY Trust Company of Australia Limited ABN , as trustee of the Trust in respect of various series, to raise funds and to apply the proceeds of those funds to invest in assets originated from time to time by the Seller. The Trust is a single trust and no series constitutes a separate trust. The Master Trust Deed and the Master Security Trust Deed establish the general framework under which trusts and series may be established from time to time. An unlimited number of series may be established in respect of the Trust. Each series is not a separate and distinct trust fund but rather a separate security structure enabling different debt to be raised having recourse to specific pools of assets. The series supplement for a series sets out the specific provisions of the relevant series and the terms of the debt in respect of that series. Multiple classes of debt may be raised by the Issuer in relation to each series that differ amongst themselves as to, among other things, currency of denomination and payment, priority of repayment and credit risk. Series Series is the third series established under the Master Security Trust Deed in respect of the Trust. The Series was established under the Notice of Creation of Security Trust dated 10 November 2011 and the Deed of Charge dated 10 November The specific terms of the Series are set out in the Series Supplement and other Transaction Documents. The Transaction Documents set out (among other things) various representations and undertakings of the parties which relate to the Motor Receivables and amend the Master Trust Deed and the Master Security Trust Deed to the extent necessary to give effect to the specific aspects of the Series and the issue of the Notes. The Series Supplement also sets out the cashflow allocation methodology for the Series. The Master Trust Deed, the Master Security Trust Deed and the Transaction Documents should therefore be read together when determining the rights, powers and obligations of the Issuer, the Manager and the other Parties in relation to the Series. Transaction Overview This Offering Circular relates solely to the Notes to be issued by the Issuer in its capacity as trustee of the Trust in respect of the Series. The Notes will be secured primarily against a pool of Motor Receivables originated by the Seller and which will be acquired by the Issuer on the Issue Date. The Security Trustee, on behalf of the Noteholders of the Notes, has direct recourse to those Motor Receivables under the Master Security Trust Deed and the Deed of Charge. The proceeds from the issue of the Notes will be used to fund the acquisition by the Issuer of certain Motor Receivables and to fund the Liquidity Reserve. Among other things, the rights of the Issuer with respect to the Motor Receivables and the rights of the Issuer under the Transaction Documents constitute the "Series Assets" of the Series. The Series Assets are charged to the Security Trustee for the benefit of the Noteholders as well as other secured creditors of the Series in accordance with the Master Security Trust Deed and the Deed of Charge. 16