OFFERING CIRCULAR. Perpetual Corporate Trust Limited (ABN )

Transcription

1 OFFERING CIRCULAR Perpetual Corporate Trust Limited (ABN ) a limited liability company incorporated under the laws of Australia in its capacity as trustee of Driver Australia Two Trust A$436,000,000 Class A Floating Rate Asset Backed Registered Notes due 2023, issue price: 100 per cent. A$27,000,000 Class B Floating Rate Asset Backed Registered Notes due in 2023, issue price: 100 per cent. The Class A Floating Rate Asset Backed Registered Notes (the Class A Notes ) and the Class B Floating Rate Asset Backed Registered Notes (the Class B Notes, and together with the Class A Notes, the Notes ) entitle each Noteholder to demand the payment of a particular amount of interest and/or principal only, if and to the extent sufficient amounts have been received by Perpetual Corporate Trust Limited (ABN ) as trustee of the Driver Australia Two Trust (the Issuer ) from Collections in particular in respect of Principal and Interest under the Purchased Receivables, from the Swap Counterparty under the Interest Rate Swap Agreements, from Volkswagen Financial Services Australia Pty Limited (ABN ) ( VWFS Australia ) as damages or indemnity payments or which have been deposited into the Cash Collateral Account. The aggregate principal amount of the Notes plus A$30,000, received under the Subordinated Loan plus A$13,000,000 received under the Collateral Loan equals the present value of the Purchased Receivables discounted as at the Cut-off Date at the Discount Rate of per cent. per annum. Subject to the Order of Priority each Noteholder is entitled to the payment of A$100,000 of principal per Note plus applicable interest. Payments of principal and interest on each Class of Notes will be made monthly in arrears on the 21 st day of each month in each year, subject to adjustment for non- Business Days, commencing on the Payment Date falling in April The Notes will bear interest at BBSW for one month deposits plus 0.75 per cent. per annum in respect of the Class A Notes and plus 1.35 per cent. per annum in respect of the Class B Notes, calculated in each case with reference to the principal amount of each Note remaining outstanding immediately prior to the time of each payment and published pursuant to Condition 11 of the terms and conditions of the Notes (the Conditions ). An application has been made to the Australian Securities Exchange ( ASX ) for the Notes to be listed on the ASX on a wholesale issue basis. No assurance can be made that the application will be granted and prospective investors should consult with the Trust Manager to determine the status of the listing. The listing of the Notes on the ASX is not a condition of the issuance and settlement of the Notes on the Issue Date. Each of the Notes will be governed by the laws of New South Wales and will be issued in registered form by entry in the Register by the Registrar in accordance with the Issue Supplement and is contemplated to be lodged into the Austraclear System _19 1

2 Ratings will be assigned to the Notes by DBRS, Inc ( DBRS ), Fitch Australia Pty Limited (ABN ) ( Fitch ) and Standard & Poor s (Australia) Pty Limited (ABN ) ( S&P ). DBRS is established in the European Community and, according to the press release from European Securities Markets Authority ( ESMA ) dated 31 October 2011, is registered under Regulation (EC) No 1060/2009 of the European Parliament and of the Council of 16 September 2009 on credit rating agencies, as amended by Regulation (EU) No 513/2011 and by Regulation (EU) No 462/2013. Reference is made to the list of registered or certified credit rating agencies published by ESMA on the webpage as last updated on 12 December Each of Fitch and S&P is incorporated in the Commonwealth of Australia and is not established in the European Community. Consequently, neither Fitch nor S&P is required to be registered under Regulation (EC) No 1060/2009. The assignment of ratings to the Notes or an outlook on these ratings is not a recommendation to invest in the Notes and may be revised, suspended or withdrawn at any time. Articles (inclusive) of Regulation (EU) No 575/2013 of the European Parliament and Council (the CRR ) came into force on 1 January 2014 in the Member States of the European Union and have been or are expected to be implemented by national legislation in other Member States of the European Economic Area. Article 405 of the CRR restricts credit institutions and investment firms (as each is defined in the CRR), and the consolidated group subsidiaries thereof (each, an Affected Investor ) from investing in or being exposed to a securitisation (as defined in the CRR) unless the originator, sponsor or original lender in respect of that securitisation has explicitly disclosed to the Affected Investor that it will retain, on an ongoing basis, a net economic interest of at least 5 percent in that securitisation in the manner contemplated by CRR Article 405 (and regulatory technical standards since adopted by the European Commission in relation to the same). Article 406 of the CRR also requires that an Affected Investor be able to demonstrate that it has undertaken certain due diligence in respect of, amongst other things, the Notes it has acquired and the underlying exposures, and that procedures have been established for monitoring the performance of the underlying exposures on an on-going basis. Failure to comply with one or more of the requirements set out in CRR Articles 405 and 406 may result in the imposition of a penal capital charge with respect to the investment made in the securitization by the relevant Affected Investor. Investors should also be aware of Article 17 of the EU Alternative Investment Fund Managers Directive ( AIFMD ) and Section 5 of Chapter III of the Regulation (EU) No 231/2013 supplementing the AIFMD, the provisions of which section introduced risk retention and due diligence requirements (which took effect from 22 July 2013 in general) for alternative investment fund managers that are required to become authorised under the AIFMD and which assume exposure to the credit risk of a securitisation on behalf of one or more alternative investment funds. Similar requirements are also scheduled to apply in the future to investment in securitisations by undertakings for collective investment in transferrable securities (UCITS) and insurance and re-insurance undertakings subject to regulation by national authorities of Member States of the European Economic Area. In this Offering Circular, all such requirements, together with Article of the CRR, are referred to as the Retention Rules. Prospective investors should make themselves aware of the requirements of the Retention Rules (and any implementing rules in relation to a relevant jurisdiction) in addition to any other regulatory requirements applicable to them with respect to their investment in the Notes. Investors who are uncertain as to the requirements under the Retention Rules which apply to them in respect of their relevant jurisdiction, should seek advice from their own investment and legal advisors regarding compliance with the Retention Rules and suitability of the Notes for investment. None of the Issuer, the Trustee, the Security Trustee, the Registrar, VWFS Australia (in its capacity as the Seller, Servicer and Sub-Trust Manager), Volkswagen Financial Services AG, the Joint Lead Managers, the Co- Managers, nor the Trust Manager or any other party to the transaction makes any representation to any prospective investor or purchaser of the Notes regarding the regulatory capital treatment of their 2

3 investment in the Notes at any time. See section RISK FACTORS for further information on the implications of the Retention Rules. The Seller will retain for the life of the Transaction a material net economic interest of not less than 5 per cent. in the Transaction in accordance with paragraph 1(c) of Article 405 of the CRR. For a discussion of certain significant factors affecting investments in the Notes, see RISK FACTORS. For reference to the definitions of capitalised terms appearing in this Offering Circular, see GLOSSARY OF DEFINED TERMS. Bookrunner Volkswagen Financial Services AG Joint Lead Managers and Bookrunners Australia and New Zealand Banking Group Citigroup Global Markets Australia Pty Limited Limited ABN ABN Co-Managers The Hongkong and Shanghai Banking Corporation Limited, Sydney Branch ABN Westpac Banking Corporation ABN Royal Bank of Canada, acting through its Sydney Branch ABN Offering Circular dated 19 March

4 VWFS Australia accepts responsibility for the information contained in this Offering Circular (other than information for which the Issuer, the Trustee, the Trust Manager, the Registrar, the Security Trustee, the Swap Counterparty, the Account Bank or any other party expressly accepts responsibility in this Offering Circular). None of the Issuer, the Trustee, the Trust Manager, the Registrar, the Security Trustee, the Swap Counterparty, the Joint Lead Managers (in any capacity, including without limitation in its capacity as the Joint Lead Manager, Dealer, Cash Collateral Account Bank, Distribution Account Bank or Monthly Collateral Account Bank), the Co-Managers or the Dealers have authorised or caused the issue of this Offering Circular (and expressly disclaim any responsibility for any information contained in this Offering Circular other than information which has been provided by it and for which it expressly accepts responsibility elsewhere in this Offering Circular) and none of them have separately verified the information contained in this Offering Circular, except, in each case, with respect to the information for which they are expressed to be responsible in this Offering Circular (if any). No recipient of this Offering Circular can assume that any person referred to in it has conducted any investigation or due diligence concerning, or has carried out or will carry out any independent audit of, or has independently verified or will verify, the information contained in this Offering Circular. No person has been authorised to give any information or to make any representations, other than those contained in this Offering Circular, in connection with the issue and sale of the Notes and, if given or made, such information or representations must not be relied upon as having been authorised by the Issuer, the Trustee, VWFS Australia, the Trust Manager, the Sub-Trust Manager, the Security Trustee, the Registrar, the Seller, the Servicer, the Dealers, the Joint Lead Managers or by the Co- Managers. Each prospective investor receiving this Offering Circular acknowledges that he or she has not relied on the information in the sections entitled Weighted Average Life of the Notes and Assumed Amortisation of the Notes in connection with his or her investment decisions and acknowledges that such information is not intended to provide the basis of any credit or other evaluation and he or she must make an independent investigation of the Trust and the Notes and should consult its own legal, business, financial, accounting and tax advisers prior to making a decision to invest in the Notes. This Offering Circular contains only a summary of the terms and conditions of the Trust and should not be relied upon by intending purchasers. If there is any inconsistency between this Offering Circular and the Transaction Documents in respect of the Trust, the Transaction Documents should be regarded as containing the definitive information. A copy of the Transaction Documents for the Trust may be inspected by prospective purchasers or holders of Notes in respect of the Trust at the office of the Trust Manager on a confidential basis, by prior arrangement during normal business hours. Prospective investors should read this Offering Circular and the Transaction Documents and, if required, seek advice from appropriately authorised and qualified advisers prior to making a decision whether or not to invest in the Notes. Any prospective investor contemplating the purchase of Notes should make, and shall be taken to have made, its own independent investigation of the financial condition and affairs, and its own appraisal, of the creditworthiness of the Issuer. Each prospective investor should determine for itself whether to purchase or otherwise acquire any of the Notes described in this Offering Circular, based on such documentation and information as it shall deem appropriate at the time. This Offering Circular is not intended to be and does not constitute, a recommendation or statement of opinion (or a report of either of those things) by the Issuer, the Trustee, VWFS Australia, the Trust Manager, the Sub-Trust Manager, the Security Trustee, the Registrar, the Seller, the Servicer, the Dealers, the Joint Lead Managers or by the Co-Managers that any person subscribe for or purchase any Notes _19 4

5 Each of the Issuer, the Trustee, VWFS Australia, the Trust Manager, the Sub-Trust Manager, the Security Trustee, the Registrar, the Seller, the Servicer, the Dealers, the Joint Lead Managers or by the Co-Managers discloses that it, its subsidiaries, directors and employees: (a) (b) may have pecuniary or other interests in the Notes and they may also have interests pursuant to other arrangements; and will receive fees, brokerage and commissions, and may act as principal in any dealing in the Notes. This Offering Circular is not a prospectus, an offer information statement or a Product Disclosure Statement for the purposes of the Corporations Act 2001 (Cth) (the Corporations Act ) and is not required to be lodged with ASIC. A person may not, directly or indirectly, offer for purchase or subscription or issue invitations to subscribe for or purchase or sell the Notes, or distribute this Offering Circular in Australia or to any resident of Australia, unless: (1) the amount payable by the transferee in respect of the relevant Notes is at least A$500,000 (or its equivalent in any other currency and disregarding amounts, if any, lent by the transferor or an associate (as defined in the Corporations Act) of the transferor) or the offer or invitation to the transferee does not otherwise require disclosure to investors in accordance with Part 6D.2 of the Corporations Act or Part 7.9 of the Corporations Act; (2) the offer or invitation satisfies all applicable laws, regulations and directives in Australia and does not require any document to be lodged with, or registered by, ASIC; and (3) the offer or invitation does not constitute an offer to a person who is a retail client within the meaning of Chapter 7 of the Corporations Act. The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended from time to time (the Securities Act ). Subject to certain exceptions, the Notes may not be offered, sold or delivered within the United States or to U.S. persons. Neither the delivery of this Offering Circular nor any offering, sale or delivery of any Notes shall, under any circumstances, create any implication (i) that the information in this Offering Circular is correct as of any time subsequent to the date hereof, or (ii) that there has been no adverse change in the financial situation or the affairs of the Issuer, VWFS Australia or any other person referred to in this Offering Circular since the date of this Offering Circular or the balance sheet date of the most recent financial statements or (iii) that any other information supplied in connection with the issue of the Notes is correct at any time subsequent to the date on which it is supplied or, if different, the date indicated in the document containing the same. No Notes may be offered or sold, directly or indirectly, and neither this Offering Circular or any other marketing material relating to the Notes may be distributed, in or from any jurisdiction except under circumstances that will result in compliance with the applicable laws, regulations and directives thereof, including (without limitation) the selling restrictions set out in SUBSCRIPTION AND SALE, and each of the Dealers has represented to the Issuer that it will not offer or sell any of the Notes other than on such terms. This Offering Circular may only be used for the purposes for which it has been published. This Offering Circular does not constitute an offer to sell or the solicitation of an offer to buy any securities other than the securities to which it relates or an offer to sell or the solicitation of any offer to buy any of the securities offered hereby in any circumstances in which such offer or solicitation is unlawful. The distribution of this Offering Circular (or of any part thereof) and the offering and sale of the Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Offering Circular (or any part thereof) comes are required by the Issuer, the Joint Lead Managers, the Co-Managers, the 5

6 Dealers and the Trust Manager to inform themselves about and to observe any such restrictions. This Offering Circular does not constitute, and may not be used for, or in connection with, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation. For a further description of certain restrictions on offerings and sales of the Notes and distribution of this Offering Circular (or of any part thereof) see SUBSCRIPTION AND SALE. Under Australian tax law, payments of interest will be subject to interest withholding tax in certain circumstances. Under present Australian tax law, payments of interest on the Notes will not be subject to such Australian interest withholding tax if they are issued in accordance with certain prescribed conditions under Section 128F of the Income Tax Assessment Act (1936) (Cth) and they are not, subject to certain exceptions, acquired directly or indirectly by certain associates (as defined in section 128F(9) of the Tax Act) of the Issuer. The relevant associates are those that are located outside Australia - that is, non-residents that do not hold their Notes in carrying on a business at or through a permanent establishment in Australia, and Australian tax residents that hold their Notes in carrying on a business outside of Australia. The Dealers have undertaken to the Issuer to offer the Notes for purchase or subscription in accordance with certain agreed procedures contained in the Note Purchase Agreement for the purpose of satisfaction of the public offer test and the other relevant prescribed conditions under Section 128F of the Tax Act. Each of the Dealers has undertaken not to offer the Notes to persons whom the Dealer s relevant officers, employees or agents involved in the Transaction on a day to day basis are aware or the Trust Manager has notified it, are offshore associates (as described above) of the Issuer. It is intended that the Issuer will be able to demonstrate that the public offer test and other relevant prescribed conditions under Section 128F of the Tax Act will be satisfied in relation to the issue and sale of the Notes. Accordingly, persons who are Offshore Associates of the Issuer should not purchase the Notes, other than in the capacity of a dealer, manager or underwriter in relation to the placement of the Notes or a clearing house (as defined in Section 128F(9) of the Tax Act), custodian, funds manager or responsible entity (as defined in the Corporations Act) of a registered scheme (as defined in the Corporations Act). The Notes do not represent deposits with, or any other liability of, the Joint Lead Managers (in any capacity, including without limitation in its capacity as the Joint Lead Manager, Dealer, Cash Collateral Account Bank, Distribution Account Bank or Monthly Collateral Account Bank), the Co- Managers or any of their Related Entities. None of the Joint Lead Managers, the Co-Managers nor any of their Related Entities guarantees or is otherwise responsible for the payment of interest or the repayment of principal due on the Notes, the performance of the Notes or the Assets of the Trust or any particular rate of capital or income return on the Notes. THE NOTES REPRESENT OBLIGATIONS OF THE ISSUER ONLY AND DO NOT REPRESENT AN INTEREST IN OR OBLIGATION OF ANY OF THE JOINT LEAD MANAGERS, THE CO- MANAGERS, THE DEALERS, THE TRUST MANAGER, THE SUB-TRUST MANAGER, THE SELLER, THE SERVICER, THE SWAP COUNTERPARTY, THE SECURITY TRUSTEE, THE REGISTRAR, THE ACCOUNT BANK OR ANY OF THEIR RESPECTIVE AFFILIATES OR ANY OTHER PARTY (OTHER THAN THE ISSUER) TO THE TRANSACTION DOCUMENTS. IT SHOULD BE NOTED FURTHER THAT THE NOTES WILL ONLY BE CAPABLE OF BEING SATISFIED AND DISCHARGED FROM THE ASSETS OF THE TRUST. NEITHER THE NOTES NOR THE UNDERLYING RECEIVABLES WILL BE INSURED OR GUARANTEED BY ANY GOVERNMENT AGENCY OR BY THE JOINT LEAD MANAGERS, THE CO-MANAGERS, THE DEALERS, THE TRUST MANAGER, THE SUB-TRUST MANAGER, THE SELLER, THE SERVICER, THE SWAP COUNTERPARTY, THE SECURITY TRUSTEE, THE REGISTRAR, THE ACCOUNT BANK, OR ANY OF THEIR RESPECTIVE AFFILIATES OR ANY OTHER PARTY (OTHER THAN THE ISSUER) TO THE TRANSACTION DOCUMENTS OR BY ANY OTHER PERSON OR ENTITY EXCEPT AS DESCRIBED HEREIN. 6

7 If you are in any doubt about the contents of this document you should consult your stockbroker, bank manager, solicitor, accountant or other financial adviser. An investment in these Notes is only suitable for financially sophisticated investors who are capable of evaluating the merits and risks of such investment and who have sufficient resources to be able to bear any losses which may result from such investment. It should be remembered that the price of securities and the income from them may decrease. 7

8 Distribution by Citigroup Global Markets Australia Pty Limited (ABN ) This Offering Circular is distributed by Citigroup Global Markets Australia Pty Limited ( Citi and together with its related bodies corporate, Citigroup ). It has only been approved for distribution in Australia to persons who are a wholesale client under s761g of the Corporations Act. This Offering Circular is distributed in the UK by Citigroup Global Markets Limited, which are authorised and regulated by the Financial Services Authority and members of the London Stock Exchange. Investments and investment services referred to in this Offering Circular are not available to private customers in the UK. This Offering Circular is distributed in Hong Kong by, or on behalf of, Citigroup Global Markets Asia Ltd. Citigroup Global Markets Asia Ltd is regulated by Hong Kong Securities and Futures Commission. This Offering Circular is made available in Singapore through Citigroup Global Markets Singapore Pte. Ltd., a capital markets services license holder, and regulated by Monetary Authority of Singapore. Citigroup Global Markets Australia Pty Limited (ABN , AFSL No ), Citigroup Pty Limited (ABN , AFSL No ), Citigroup Global Markets Asia Ltd and Citigroup Global Markets Singapore Pte. Ltd. are members of the Citigroup Inc. Group of Companies. Distribution by Australia and New Zealand Banking Group Limited (ABN ) This Offering Circular is distributed in Australia by Australia and New Zealand Banking Group Limited ( ANZ ). ANZ holds an Australian Financial Services licence no This Offering Circular is for distribution only for professional investors whose ordinary business includes the buying or selling of securities such as the Notes described in this Offering Circular in circumstances where disclosure is not required under Chapters 6D or 7 of the Corporations Act 2001 (Cwth) and in such other circumstances as may be permitted by applicable law. This Offering Circular should not be distributed to, and is not intended for, any other person. ANZ is authorised in the United Kingdom by the Prudential Regulation Authority ( PRA ) and is subject to regulation by the Financial Conduct Authority ( FCA ) and limited regulation by the PRA. Details of ANZ s regulation by the PRA will be available on request. This Offering Circular is distributed in the United Kingdom by ANZ solely for the information of persons who would come within the FCA definition of eligible counterparty or professional client. It is not intended for and must not be distributed to any person who would come within the FCA definition of retail client. Nothing here excludes or restricts any duty or liability to a customer which ANZ may have under the UK Financial Services and Markets Act 2000 or under the regulatory system as defined in the Rules of the PRA and the FCA. This Offering Circular is distributed in Germany by the Frankfurt Branch of ANZ solely for the information of its clients. This Offering Circular is distributed in the European Economic Area ( EEA ) by ANZ Bank (Europe) Limited ( ANZBEL ) which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, to persons who would come within the FCA definition of eligible counterparty or professional client in other countries in the EEA. This Offering Circular is distributed in those countries solely for the information of such persons upon their request. It is not intended for, and must not be distributed to, any person in those countries who would come within the FCA definition of retail client. This Offering Circular is distributed in Hong Kong by the Hong Kong branch of ANZ, which is registered by the Hong Kong Monetary Authority to conduct Type 1 (dealing in securities), Type 4 (advising on securities) and Type 6 (advising on corporate finance) regulated activities. In Hong Kong this Offering Circular is only for professional investors as defined in the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) and any rules made under that Ordinance. The contents of this Offering Circular have not been reviewed by any regulatory authority in Hong Kong. This Offering Circular is distributed in New Zealand by ANZ Bank New Zealand Limited. This Offering Circular is intended to be of a general nature, does not take into account your financial situation or goals, and is not a personalised adviser service under the Financial Advisers Act

9 This Offering Circular is distributed in Singapore by the Singapore branch of ANZ solely for the information of accredited investors or institutional investors (each term as defined in the Securities and Futures Act Cap. 289 of Singapore). ANZ is licensed in Singapore under the Banking Act Cap. 19 of Singapore and is exempted from holding a financial adviser s licence under Section 23(1)(a) of the Financial Advisers Act Cap. 100 of Singapore. 9

10 STRUCTURE DIAGRAM Cash Collateral Account Perpetual Corporate Trust Limited as trustee for Driver Australia Two Ownership Trust (Discretionary Charitable Trust) wholly owned SUBORDINATED LENDER An Affiliate of Volkswagen AG Payments in respect of losses and liquidity shortfalls Subordinated Loan Payment to provide the Specified Cash Collateral Amount UNITHOLDER Driver Australia Two Pty Limited all units Floating rate payments SWAP COUNTERPARTY The Hongkong and Shanghai Banking Corporation Limited, Sydney Branch COLLATERAL LOAN LENDER Volkswagen Financial Services Australia Pty Limited Repayment of loan subordinated to obligations vis-à-vis Noteholders Collateral Loan ISSUER Perpetual Corporate Trust Limited as trustee for DRIVER AUSTRALIA TWO TRUST Fixed rate payments Principal and interest Proceeds from sale of Notes NOTEHOLDERS SUB-TRUST MANAGER Volkswagen Financial Services Australia Pty Limited Sale and transfer of Receivables / distribution of collected Purchased Receivables proceeds Purchase Price SELLER / SERVICER Volkswagen Financial Services Australia Pty Limited VWFS Australia Security Deed Issuer Security Deed TRUST MANAGER Perpetual Nominees Limited SECURITY TRUSTEE P.T. Limited _19 10

11 PRINCIPAL FEATURES OF THE NOTES Aggregate Initial Principal Outstanding of the Notes Class A Notes A$436,000,000 Class B Notes A$27,000,000 Initial Principal Outstanding per Note A$100,000 A$100,000 Interest Rate BBSW (one month) per cent. per annum BBSW (one month) per cent. per annum Issue Price 100 per cent 100 per cent Scheduled Repayment Date Payment Date in January 2022 Payment Date in January 2022 Final Maturity Date Payment Date in April 2023 Payment Date in April 2023 Expected Ratings on Issue AAAsf by Fitch AAA (sf) by DBRS AAA(sf) by S&P A+sf by Fitch A (high) (sf) by DBRS A+(sf) by S&P Form Registered Registered Offer type Domestic Wholesale Domestic Wholesale Listing Application for listing on the Australian Securities Exchange on a wholesale issue basis Application for listing on the Australian Securities Exchange on a wholesale issue basis Clearing Austraclear Austraclear ISIN AU0000DAQHA6 AU0000DAQHB _19 11

12 KEY MINIMUM REQUIRED RATING DURING THE TERM OF THE TRANSACTION Short-term ratings Long-term ratings Account Bank Required Rating F1 from Fitch and A from Fitch Account Bank Required Guarantee R1 from DBRS or A-1 from S&P and A from S&P or A from DBRS and A+ from S&P Monthly Remittance Condition F1 from Fitch and A from Fitch and A-1 from S&P and A from S&P or A+ from S&P _19 12

13 TABLE OF CONTENTS STRUCTURE DIAGRAM 10 PRINCIPAL FEATURES OF THE NOTES 11 TABLE OF CONTENTS 13 TRANSACTION OVERVIEW 19 THE PARTIES 19 THE NOTES 21 IMPORTANT TRANSACTION DOCUMENTS AND TRANSACTION FEATURES 26 RISK FACTORS 31 I. RISKS RELATING TO THE ASSETS, THE ISSUER AND THE TRANSACTION DOCUMENTS 31 Historical and Other Information 31 Risk of Late Payment of Monthly Instalments 31 Risk of Early Repayment 31 Losses on the Purchased Receivables 32 Market Value of Purchased Receivables 32 Credit Risk of the Parties 32 Equitable Assignment 33 Risk of Re-characterisation of the Sale of the Purchased Receivables as a Loan Secured by Purchased Receivables 34 No right, title or interest in the Financed Objects 34 Responsibility for this Offering Circular 35 Risks Resulting from Consumer Credit Laws 35 Reliance on Warranties 37 Reliance on Administration and Collection Procedures 37 Risk of Change of Servicer 38 Commingling Risk 38 Conflicts of Interest 38 II. RISKS RELATING TO THE NOTES 39 Change of Law 39 Secondary Market and Liquidity Risk 39 Responsibility of Prospective Investors 40 Interest Rate Risk / Risk of Swap Counterparty Insolvency 40 Ratings of each Class of Notes 42 Liability and Limited Recourse under the Notes 43 Illiquidity 44 Book-entry registration _19 13

14 Taxation 45 Council Directive 2003/48/EC of 3 June 2003 (as amended by Council Directive 2014/48/EU of 24 March 2014) on taxation of savings as interest payments 45 Transactions on the Notes could be subject to the European financial transaction tax, if adopted 45 FATCA 46 Basel Capital Accord and regulatory capital requirements 47 Capital Requirements Directive 48 Personal Property Securities regime 49 Australian Anti-Money Laundering and Counter-Terrorism Financing Regime 50 Regulatory change 50 Forecasts and estimates 50 Risks from reliance on certification by True Sale International GmbH 50 USE OF PROCEEDS 52 ABSTRACT OF THE CONDITIONS OF THE NOTES 53 GENERAL ABSTRACT OF THE CONDITIONS OF THE NOTES 53 Denomination 53 Payments of Principal and Interest 53 Principal Payment Amounts 54 Order of Priority 55 Cash Collateral Account 59 Optional Redemption of the Notes / Clean-up Call 60 Issuer Security Deed, Security Trustee and Enforcement 61 Limited Recourse 63 Replacement of Trustee 63 Austraclear 63 Governing law and jurisdiction 63 ABSTRACT OF THE OTHER PRINCIPAL TRANSACTION DOCUMENTS 65 Master Trust Deed 65 Master Security Trust Deed 76 Issue Supplement 81 Receivables Purchase Agreement 93 Issuer Security Deed 95 VWFS Australia Security Deed 96 Subordinated Loan Agreement 97 Collateral Loan Agreement 98 Interest Rate Swap Agreements 99 14

15 Servicing Agreement 101 TAXATION 105 Taxation in Australia 105 CERTIFICATION BY TSI 109 DESCRIPTION OF THE PURCHASED RECEIVABLES 110 The Purchased Receivables 110 Warranties for the Sale of the Purchased Receivables 111 Consequences of warranty breach 113 Description of the Receivables Contracts, Purchased Receivables, Financed Objects and Debtors as of the Cut-off Date 114 THE PURCHASED RECEIVABLES POOL Brand: New and Used Cars Down Payment Customer Type Type of Payment Borrower Concentration Top 20 Borrowers Distribution by Outstanding Discounted Principal Balance Original Principal Balance Effective Interest Rate Original Term Remaining Term Seasoning Product Type Balloon Split Balloon in per cent. of Outstanding Discounted Principal Balance Remaining Term Type of Car Volkswagen Group Brand and Model Vehicle Brand Geographic Region Retention according to Article 122a CRD (Article 405 CRR) Individual Hardship Extensions Approved Prior to Poolcut 128 Delinquencies 129 HISTORICAL PERFORMANCE DATA Portion of Gross Losses to initial principal ABS Product Portfolio (Losses recorded up to December 2014) Portion of Net Losses After Recoveries to initial principal ABS Product Portfolio (Losses recorded up to December 2014)

16 3. Portion of Gross Losses to initial principal New Vehicles on ABS Product Portfolio Losses recorded up to December 2014) Portion of Net Losses After Recoveries to initial principal New Vehicles on ABS Product Portfolio (Losses recorded up to December 2014) Portion of Gross Losses to initial principal Used Vehicles on ABS Product Portfolio (Losses recorded up to December 2014) Portion of Net Losses After Recoveries to initial principal Used Vehicles on ABS Product Portfolio (Losses recorded up to December 2014) 151 SCHEDULED AMORTISATION OF THE PURCHASED RECEIVABLES 155 Scheduled Amortisation of the Purchased Receivables 155 Weighted Average Life of the Notes 156 Assumed Amortisation of the Notes 158 ENHANCEMENT OF FUTURE CASHFLOW FROM PURCHASED RECEIVABLES 161 Early Settlement of Purchased Receivables 161 Interest Compensation Event 162 Clean-up Call 163 Realisation of Financed Objects 164 AMENDMENTS TO CERTAIN TRANSACTION DOCUMENTS 165 THE SELLER AND SERVICER 167 BUSINESS AND ORGANISATION OF VOLKSWAGEN FINANCIAL SERVICES AUSTRALIA PTY LIMITED 167 Auto Finance Business in Australia 167 Incorporation, Registered Office and Purpose 168 SERVICING STANDARDS OF VOLKSWAGEN FINANCIAL SERVICES AUSTRALIA PTY LIMITED 169 VWFS Australia Retail Finance Application Process 169 Payment Collection 169 Collections Team 170 Recoveries 171 Internal Audits 171 Auditors 172 VWFS Australia market Australia retail financing business 173 ADMINISTRATION OF THE PURCHASED RECEIVABLES UNDER THE SERVICING AGREEMENT 174 Servicer s covenants 174 Title Perfection Event 174 Commingling 174 Servicing Report

17 Distribution Duties of the Servicer 177 Distribution Procedure 177 Administration of Insurance Benefits and Realisation of Security 178 Collection right of the Servicer 178 Dismissal and Replacement of the Servicer 178 Audit of Activities of the Servicer 179 RATINGS 180 THE ISSUER AND REGISTRAR 181 ISSUER OF THE NOTES AND REGISTRAR 181 THE TRUST MANAGER 182 TRUST MANAGER OF THE TRUST 182 THE SUB-TRUST MANAGER 183 SUB-TRUST MANAGER OF THE TRUST 183 SWAP COUNTERPARTY 184 SECURITY TRUSTEE 185 ACCOUNT BANK 186 CONDITIONS OF THE NOTES 187 CONDITIONS OF THE CLASS A NOTES Form and principal amount Status and ranking The Issuer Assets of the Issuer for the purpose of payments on the Notes, on the Subordinated Loan and on the Collateral Loan, provision of Security; limited payment obligation Covenants of the Issuer Payment Date, payment related information Payments of interest Payment obligations Taxes Replacement of trustee Notices Miscellaneous 192 CONDITIONS OF THE CLASS B NOTES Form and principal amount Status and ranking The Issuer Assets of the Issuer for the purpose of payments on the Notes, on the Subordinated Loan and on the Collateral Loan, provision of Security; limited payment obligation

18 5. Covenants of the Issuer Payment Date, payment related information Payments of interest Payment obligations Taxes Replacement of trustee Notices Miscellaneous 198 SUBSCRIPTION AND SALE 199 SUBSCRIPTION OF THE NOTES 199 Subscription and Sale 199 Selling Restrictions 199 GENERAL INFORMATION 206 LITIGATION 206 PAYMENT INFORMATION AND POST-ISSUANCE INFORMATION 206 ASX LISTING 206 CLEARING 207 CLEARING CODES 207 INSPECTION OF DOCUMENTS 207 GLOSSARY OF DEFINED TERMS

19 TRANSACTION OVERVIEW The following TRANSACTION OVERVIEW does not purport to be complete and is qualified in its entirety by the detailed information appearing elsewhere in this Offering Circular and related documents referred to herein. For a discussion of certain risk factors to be construed in connection with an investment in the Notes, see RISK FACTORS. Capitalised terms not specifically defined in this TRANSACTION OVERVIEW shall have the respective meanings set out in the GLOSSARY OF DEFINED TERMS contained in this Offering Circular. THE PARTIES Issuer Trustee Unitholder Perpetual Corporate Trust Limited (ABN ) of Level 12, 123 Pitt Street, Sydney NSW 2000 Australia in its capacity as trustee of the Driver Australia Two Trust. Perpetual Corporate Trust Limited (ABN ) of Level 12, 123 Pitt Street, Sydney NSW 2000 Australia in its personal capacity. Driver Australia Two Pty Limited (ACN of 52 Alt Street, Ashfield New South Wales 2131 Australia. Seller Volkswagen Financial Services Australia Pty Limited (ABN ) of Level 1, 24 Muir Road, Chullora, NSW 2190 Australia. Joint Lead Managers Australia and New Zealand Banking Group Limited (ABN ) of ANZ Tower, 242 Pitt Street, Sydney NSW 2000, Australia; and Citigroup Global Markets Australia Pty Limited (ABN ) of Level 23, 2 Park Street, Sydney, NSW 2000 Dealers Australia and New Zealand Banking Group Limited (ABN ) of ANZ Tower, 242 Pitt Street, Sydney NSW 2000, Australia; and Citigroup Global Markets Australia Pty Limited (ABN ) of Level 23, 2 Park Street, Sydney, NSW 2000 Royal Bank of Canada, acting through its Sydney Branch (ABN ) of Level 47, 2 Park Street, Sydney NSW 2000 The Hongkong and Shanghai Banking Corporation Limited, Sydney Branch (ABN ) of Level 10, 580 George Street, Sydney NSW 2000 Westpac Banking Corporation (ABN ) of Level 2, 275 Kent Street, Sydney NSW 2000 Co-Managers Royal Bank of Canada, acting through its Sydney Branch (ABN ) of Level 47, 2 Park Street, Sydney NSW 2000 The Hongkong and Shanghai Banking Corporation Limited, Sydney Branch (ABN ) of Level 10, 580 George Street, Sydney NSW 2000 Westpac Banking Corporation (ABN ) of Level 2, 275 Kent Street, Sydney NSW 2000 Trust Manager Perpetual Nominees Limited (ABN ) of Level 12, 123 Pitt Street, Sydney NSW 2000 Australia _19 19

20 Sub-Trust Manager Volkswagen Financial Services Australia Pty Limited (ABN ) of Level 1, 24 Muir Road, Chullora, NSW 2190 Australia. Servicer Volkswagen Financial Services Australia Pty Limited (ABN ) of Level 1, 24 Muir Road, Chullora, NSW 2190 Australia. Registrar Class A Swap Counterparty Class B Swap Counterparty Subordinated Lender Perpetual Corporate Trust Limited (ABN ) of Level 12, 123 Pitt Street, Sydney NSW 2000 Australia in its capacity as trustee of the Driver Australia Two Trust. The Hongkong and Shanghai Banking Corporation Limited, Sydney Branch (ABN ) of Level 10, 580 George Street, Sydney, NSW 2000 Australia, or such other entity (i) with (A) international short-term unsecured and unsubordinated debt obligations or counterparty rating which are rated by Fitch not lower than F1, and (B) international long-term unsecured and unsubordinated debt obligations or counterparty rating which are rated by Fitch not lower than A, and (ii) an S&P long-term issuer credit rating of above A (or its equivalent); and (iii) if such entity is the subject of a DBRS rating, with international long-term unsecured, unsubordinated and unguaranteed debt obligations which are rated by DBRS at least A ; and (iv) that will have taken measures agreed with the Rating Agencies for the rating of the Notes.` The Hongkong and Shanghai Banking Corporation Limited, Sydney Branch (ABN ) of Level 10, 580 George Street, Sydney, NSW 2000 Australia, or such other entity (i) with (A) international short-term unsecured and unsubordinated debt obligations or counterparty rating which are rated by Fitch not lower than F2, and (B) international long-term unsecured and unsubordinated debt obligations or counterparty rating which are rated by Fitch not lower than BBB+, and (ii) an S&P long-term issuer credit rating of above BBB+ (or its equivalent); and (iii) if such entity is the subject of a DBRS rating, with international longterm unsecured, unsubordinated and unguaranteed debt obligations which are rated by DBRS at least A ; and (iv) that will have taken measures agreed with the Rating Agencies for the rating of the Notes. Volkswagen International Luxemburg S.A., a public company (société anonyme) incorporated with limited liability under the laws of Luxembourg registered at Registre de Commerce et des Sociétés Luxembourg ( RCSL ) under registration number B and having its registered office at 291 Route d Arlon, 1150 Luxembourg (an Affiliate of VWFS Australia). Collateral Loan Lender Volkswagen Financial Services Australia Pty Limited (ABN ) of Level 1, 24 Muir Road, Chullora, NSW 2190 Australia. Cash Collateral Account Bank Australia and New Zealand Banking Group Limited (ABN ) Distribution Account Bank Australia and New Zealand Banking Group Limited (ABN ) Monthly Collateral Account Bank Security Trustee Australia and New Zealand Banking Group Limited (ABN ) P.T. Limited (ABN ) of Level 12, 123 Pitt Street, 20

21 Clearing Rating Agencies THE NOTES Sydney NSW 2000 Australia in its capacity as trustee of the Driver Australia Two Security Trust. Austraclear. DBRS, Fitch and S&P. Class A Notes Class B Notes Denomination Form of Notes Issue Date 26 March 2015 The A$436,000,000 class A floating rate asset backed registered notes due in April 2023, consisting of 4,360 individual notes. With respect to payment of interest and principal the Class A Notes rank senior to the Class B Notes (in accordance with the Order of Priority, as described below). The A$27,000,000 class B floating rate asset backed registered notes due in April 2023, consisting of 270 individual notes. With respect to payment of interest and principal the Class B Notes rank junior to the Class A Notes (in accordance with the Order of Priority, as described below). The Class A Notes and the Class B Notes will be issued in denominations of A$100,000. The minimum subscription amount must be at least A$500,000 (disregarding amounts, if any, lent by the Issuer or any other person offering the Notes or its associates (within the meaning of those expressions in Part 6D.2 of the Corporations Act)), unless the Notes are otherwise issued in a manner which does not require disclosure to investors in accordance with Part 6D.2 of the Corporations Act or Part 7.9 of the Corporations Act. The Issue must also not constitute an offer or invitation to a retail client within the meaning of and for the purposes of Chapter 7 of the Corporations Act. The Notes will be issued in registered form and will be constituted and represented by an inscription in the Register. Record Date In the case of payments of interest or principal, the day which is 10 Business Days before the relevant Payment Date. Interest and principal Each Class A Note entitles the Class A Noteholder thereof to receive from the Available Distribution Amount on each Payment Date, in accordance with the Order of Priority, interest at the rate equivalent to one-month BBSW for deposits plus 0.75 per cent. per annum (the Class A Notes Interest Rate ) on the outstanding principal balance of each Class A Note outstanding immediately prior to such Payment Date and, thereafter from the remaining Available Distribution Amount in accordance with the Order of Priority on each Payment Date, provided that, prior to the occurrence of a Foreclosure Event, the payment of interest due and payable on the Class B Notes has been paid and the balance of the Cash Collateral Account is equal to the Specified Cash Collateral Account Balance, a payment of principal up to an amount equal to the Class A Principal Payment Amount. Each Class B Note entitles the Class B Noteholder thereof to receive on each Payment Date, in accordance with the Order of Priority, out of the amounts remaining from the Available Distribution Amount on each Payment Date after payment of interest due and payable on 21

22 Ratings Discount Rate Discounted Principal Balance Order of Priority Payment Dates the Class A Notes, interest at the rate equivalent to one-month BBSW for deposits plus 1.35 per cent. per annum (the Class B Notes Interest Rate ) on the outstanding principal balance of each Class B Note outstanding immediately prior to such Payment Date, and in addition, prior to the occurrence of a Foreclosure Event, payment of principal up to an amount equal to the Class B Principal Payment Amount, but only after the payment of the relevant Class A Principal Payment Amount on that Payment Date and after the payment of amounts ranking senior to the Class A Principal Payment Amount in accordance with the Order of Priority. With respect to payments of interest and principal, particular attention should be paid to the risk factor descriptions as set forth in RISK FACTORS and in particular the risk factor outlined under RISK FACTORS - Liability and Limited Recourse under the Notes. The Class A Notes are expected to be rated AAAsf by Fitch, AAA (sf) by DBRS and AAA(sf) by S&P. The Class B Notes are expected to be rated A+sf by Fitch, A (high) (sf) by DBRS and A+(sf) by S&P. The ratings address the ultimate payment of principal and the timely payment of interest. The rating should not be regarded as a recommendation by any of the Issuer, the Joint Lead Managers, the Co-Managers, the Trust Manager or the Rating Agencies to buy, sell or hold the Notes; such a rating is subject to revision or withdrawal at any time per cent. per annum, which equals the weighted average of (i) the estimated fixed rates under the Interest Rate Swap Agreements and (ii) an estimate of the hypothetical swap rate (being higher than the fixed rate under the Interest Rate Swap Agreements) theoretically needed to swap the floating rate payments of the Subordinated Loan, plus a servicer fee at a rate of per cent. per annum, plus per cent. for any administrative cost and fees. The Discounted Principal Balance means, in respect of a Receivable, its scheduled payments under the relevant Receivables Contract (including amounts that are overdue) discounted as of the relevant date at the Discount Rate on the basis of a 360 day year ( Discounted Principal Balance ). The Discounted Principal Balance includes for the avoidance of doubt Purchased Receivable(s) or portions of Purchased Receivable(s) which are still unpaid except the Discounted Principal Balance will be zero for such Purchased Receivable(s) which have been written-off by the Servicer in accordance with its Servicing Standards. For the Order of Priority of payments applicable (i) prior to the occurrence of a Foreclosure Event and (ii) following the occurrence of a Foreclosure Event see ABSTRACT OF THE CONDITIONS OF THE NOTES Order of Priority. The 21st day of each month, or, in the event such day is not a Business Day, then on the next following Business Day unless that day falls in the next calendar month, in which case the date will be the first preceding day that is a Business Day, beginning 21 April 2015 (each a Payment Date ). 22

23 Business Day Monthly Payments Business Day means a day on which Banks are open for business in Sydney and Melbourne, other than a Saturday, a Sunday or a public holiday. The monthly distribution of the Available Distribution Amount on each Payment Date will be made in accordance with the applicable Order of Priority. The Available Distribution Amount on each Payment Date shall include the sum of the following amounts: (1) the Collections for the Monthly Period immediately prior to such Payment Date; plus (2) drawings from the Cash Collateral Account as provided for in clause 12.1 (Cash collateral) of the Issue Supplement (see ABSTRACT OF THE CONDITIONS OF THE NOTES - GENERAL ABSTRACT OF THE CONDITIONS OF THE NOTES - Cash Collateral Account ); plus (3) the Net Swap Receipts (excluding amounts posted as collateral until they are required to be paid to the Issuer) under the Class A Notes Interest Rate Swap Agreement and under the Class B Notes Interest Rate Swap Agreement; plus (4) any damages or indemnity payments received by the Issuer from VWFS Australia; less (5) any Reimbursement Amounts payable on that Payment Date (see ABSTRACT OF THE OTHER PRINCIPAL TRANSACTION DOCUMENTS - Receivables Purchase Agreement - Repayment claims ). Final Maturity Date The Payment Date falling in April Applicable Law Tax Status of the Notes Selling Restrictions Clearing System Clearing Codes Listing The Notes are governed by the laws of New South Wales. See TAXATION. See SUBSCRIPTION AND SALE - Selling Restrictions. Austraclear Limited (ABN ) (see ABSTRACT OF THE CONDITIONS OF THE NOTES - GENERAL ABSTRACT OF THE CONDITIONS OF THE NOTES - Austraclear ). Class A Notes: ISIN: AU0000DAQHA6 Class B Notes: ISIN: AU0000DAQHB4 An application has been made for listing of the Notes on the ASX on a wholesale issue basis. Transfer Notes may only be transferred: (1) in whole; (2) if the offer or invitation giving rise to the transfer is not: (a) (b) an offer or invitation which requires disclosure to investors under Part 6D.2 of the Corporations Act; an offer to a retail client within the meaning of 23