THE PUMA PROGRAM Principal and Interest Notes PUMA Series 2014-2 Information Memorandum Manager MACQUARIE SECURITISATION LIMITED ABN 16 003 297 336 Arranger and Joint Lead Manager MACQUARIE BANK LIMITED ABN 46 008 583 542 Joint Lead Manager AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED ABN 11 005 357 522 Joint Lead Manager J.P. MORGAN AUSTRALIA LIMITED ABN 52 002 888 011 Joint Lead Manager NATIONAL AUSTRALIA BANK LIMITED ABN 12 004 044 937 This Information Memorandum is dated 7 July 2014 0097430-0000068 AU:4417822.3 1
NOTE Macquarie Securitisation Limited is a wholly owned subsidiary of Macquarie Bank Limited. Macquarie Bank Limited is participating as Arranger, Joint Lead Manager, Interest Rate Swap Provider and Redraw Facility Provider. THE NOTES DO NOT REPRESENT DEPOSITS OR OTHER LIABILITIES OF MACQUARIE BANK LIMITED, MACQUARIE SECURITISATION LIMITED OR ANY OTHER MEMBER OF THE MACQUARIE GROUP OR THE JOINT LEAD MANAGERS OR THEIR RESPECTIVE RELATED BODIES CORPORATE. THE HOLDING OF THE NOTES IS SUBJECT TO INVESTMENT RISK, INCLUDING POSSIBLE DELAYS IN REPAYMENT AND LOSS OF INCOME AND PRINCIPAL INVESTED. NEITHER MACQUARIE BANK LIMITED, MACQUARIE SECURITISATION LIMITED NOR ANY OTHER MEMBER OF THE MACQUARIE GROUP NOR THE JOINT LEAD MANAGERS (NOR ANY OF THEIR RESPECTIVE RELATED BODIES CORPORATE) GUARANTEES THE PAYMENT OR REPAYMENT OF ANY MONEYS OWING TO THE NOTEHOLDERS OR THE RETURN OF ANY PRINCIPAL INVESTED OR ANY PARTICULAR RATE OF RETURN, OR MAKES ANY STATEMENT (INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATION) WITH RESPECT TO INCOME TAX OR OTHER TAXATION CONSEQUENCES OF ANY INVESTMENT WHICH IS MADE UNDER THIS INFORMATION MEMORANDUM. 0097430-0000068 AU:4417822.3 2
DIRECTORY ISSUER TRUSTEE Perpetual Limited ABN 86 000 431 827 in its capacity as trustee of PUMA Series 2014-2 Level 12, Angel Place, 123 Pitt Street Sydney, NSW 2000 Tel: (02) 9229 9000 Fax: (02) 8256 1424 SECURITY TRUSTEE Perpetual Trustee Company Limited ABN 42 000 001 007 Level 12, Angel Place, 123 Pitt Street Sydney, NSW 2000 Tel: (02) 9229 9000 Fax: (02) 8256 1424 MANAGER Macquarie Securitisation Limited ABN 16 003 297 336 Level 6, 1 Martin Place Sydney, NSW 2000 Tel: (02) 8232 3481 Fax: (02) 8232 5366 ARRANGER AND JOINT LEAD MANAGER Macquarie Bank Limited ABN 46 008 583 542 Level 6, 1 Martin Place Sydney, NSW 2000 Tel: (02) 8232 3481 Fax: (02) 8232 5366 JOINT LEAD MANAGER Australia and New Zealand Banking Group Limited ABN 11 005 357 522 ANZ Tower, 242 Pitt Street Sydney NSW 2000 Tel: (02) 8037 0200 Fax: (02) 8937 7111 JOINT LEAD MANAGER J.P. Morgan Australia Limited ABN 52 002 888 011 Level 18, J.P. Morgan House, 85 Castlereagh Street Sydney NSW 2000 Tel: (02) 9003 8888 Fax: (02) 9003 8170 JOINT LEAD MANAGER National Australia Bank Limited ABN 12 004 044 937 Level 26, 255 George Street Sydney NSW 2000 Tel: (02) 9237 1122 REGISTER SOLICITORS TO THE MANAGER C/- Perpetual Limited Allen & Overy Level 12, Angel Place, 123 Pitt Street Level 25, 85 Castlereagh Street Sydney, NSW 2000 Sydney, NSW 2000 Tel: (02) 9229 9000 Tel: (02) 9373 7700 Fax: (02) 8256 1424 Fax: (02) 9373 7710 0097430-0000068 AU:4417822.3 3
CONTENTS IMPORTANT NOTICE... 7 SUMMARY... 14 Parties to the Transaction... 14 Structural Diagram... 15 Summary of the Notes... 16 Establishment of the Trust... 21 Notes... 21 The Housing Loans... 21 The Housing Loan Pool... 21 Security for the Notes... 22 Payments on the Notes limited to Assets of the Trust... 22 Sale of Housing Loans... 22 Credit Enhancements... 22 Liquidity Enhancements... 24 Liquidity Reserve... 24 Extraordinary Expenses Reserve... 25 Redraws, Senior Further Advances and Subordinate Further Advances... 25 Funding of Redraws... 26 Hedging Arrangements... 26 Collections... 26 Interest on the Notes... 27 Principal on the Notes... 27 Optional Redemption... 28 Withholding Tax and TFNs... 29 Transfer... 30 Austraclear... 30 Stamp Duty... 30 Ratings of the Notes... 30 Investment Risks... 30 EUROPEAN UNION RISK RETENTION REQUIREMENTS... 31 RISK FACTORS... 33 THE ISSUER TRUSTEE, MACQUARIE BANK LIMITED AND THE MANAGER... 57 The Issuer Trustee... 57 Macquarie Bank Limited... 57 The Manager... 57 DESCRIPTION OF THE TRUST... 58 PUMA Program... 58 The Trust... 58 DESCRIPTION OF THE ASSETS OF THE TRUST... 59 Assets of the Trust... 59 The Housing Loans... 59 0097430-0000068 AU:4417822.3 4
The Housing Loan Pool... 60 Acquisition of Housing Loans on the Closing Date... 61 Acquisition of Housing Loans after the Closing Date... 61 Redraws, Senior Further Advances and Subordinate Further Advances... 62 Sale of Housing Loans... 63 Eligible Mortgage Loan... 63 Representations and Warranties... 64 Breach of Representations and Warranties... 65 Certification of Housing Loans... 65 Other Features of the Housing Loans... 66 Consumer Credit Code and National Credit Code... 67 General Insurance... 67 Other Assets of the Trust... 68 PUMA RESIDENTIAL LOAN PROGRAM... 70 Origination and Management of Housing Loans... 70 Approval and Underwriting Process... 71 PUMA's Product Types... 71 Other Features of the Housing Loans... 72 Origination, Settlement and Management of Housing Loans Under Constant Review by the Manager... 75 Servicing of the Housing Loans... 75 Collection and Enforcement Procedures... 75 THE MORTGAGE INSURANCE POLICIES... 77 General... 77 Description of the Mortgage Insurers... 77 Primary Cover... 78 Delegated Underwriting Authority... 78 Reductions... 78 Exclusions... 80 DESCRIPTION OF THE NOTES... 82 Issuance of Notes... 82 Interest on the Notes... 85 Redemption of the Notes... 86 Governing Law... 88 DESCRIPTION OF THE CASHFLOWS OF THE TRUST... 89 Principles Underlying the Cashflows... 89 Key Dates and Periods... 89 Determination of the Available Income Amount... 90 Payments of accrued interest to disposing PUMA trust... 92 Distribution of the Available Income Amount... 93 Liquidity Reserve... 95 Extraordinary Expenses Reserve... 96 Determination of Available Principal Amount... 96 Distribution of the Available Principal Amount... 96 Charge-Offs... 97 0097430-0000068 AU:4417822.3 5
DESCRIPTION OF THE TRANSACTION DOCUMENTS AND PARTIES... 99 The Trust Deed and the Management Deed... 99 Auditing of Accounts and Net Income... 104 Limits on Rights of Noteholders... 104 Termination of the Trust... 105 Sub-Fund Notice... 105 Amendments to the Trust Deed and Sub-Fund Notice... 105 The Security Trust Deed... 106 Interest Rate Swaps... 115 The Redraw Facility... 118 Changes to Transaction Documents... 121 TAXATION AUSTRALIAN TAX CONSEQUENCES... 123 Payments of Interest... 123 Double Tax Treaties... 124 Goods and Services Tax... 126 Other Taxes... 128 TAXATION FOREIGN ACCOUNT TAX COMPLIANCE ACT... 129 RATINGS OF THE NOTES... 131 SELLING RESTRICTIONS... 132 Australian Selling Restrictions... 132 U.S. Selling Restrictions... 132 General Selling Restrictions... 133 ANNOUNCEMENT... 134 TRANSACTION DOCUMENTS AVAILABLE FOR INSPECTION... 135 GLOSSARY... 136 ANNEXURE 1 DETAILS OF THE HOUSING LOAN POOL... 153 0097430-0000068 AU:4417822.3 6
IMPORTANT NOTICE Terms The various documents referred to in this Information Memorandum are described in the section entitled "Transaction Documents available for Inspection". Unless defined elsewhere, all other terms are defined in the Glossary. The Glossary should be referred to in conjunction with any review of this Information Memorandum. Purpose The sole purpose of this Information Memorandum is to assist the recipient to decide whether to proceed with a further investigation regarding whether it should invest in the Class A Notes (the Offered Notes and together with the Class B1 Notes and the Class B2 Notes, the Initial Notes). The Information Memorandum is not relevant for any other purpose. Without limiting the foregoing, nothing in this Information Memorandum constitutes an offer for, or is intended for use for any purpose relating to, and the Joint Lead Managers are not acting as joint lead managers in respect of: the Class B1 Notes or the Class B2 Notes; or the Class A-R Notes or the Class B1-R Notes (the Refinancing Notes and together with the Initial Notes, the Notes). When used in this Information Memorandum the references to "Offered Noteholders", "Initial Noteholders" and "Noteholders" will be construed in accordance with the definitions set out above. The Information Memorandum contains only a summary of the terms and conditions of the Offered Notes and does not purport to contain all the information a person considering investing in the Offered Notes may require. The terms and conditions of the Offered Notes are contained in the Transaction Documents. If there is any inconsistency between this Information Memorandum and the Transaction Documents, the Transaction Documents should be regarded as containing the definitive information. A copy of the Transaction Documents may be viewed as described under the heading "Transaction Documents available for Inspection" below. Limited Responsibility for Information The Manager has prepared this Information Memorandum based on information available and facts and circumstances known to it at the time the Information Memorandum is prepared (the Preparation Date). The Manager has requested and authorised the distribution of this Information Memorandum and has sole responsibility for its accuracy except for the sections specified in the following paragraph which have been confirmed as accurate by the Issuer Trustee and Macquarie Bank Limited, respectively. The only role of the Issuer Trustee and Macquarie Bank Limited in the preparation of this Information Memorandum has been to confirm to the Manager as accurate in all material respects as at the Preparation Date the information contained in the sections listed below in respect of itself being, in respect of the Issuer Trustee, the information contained in the section entitled "The Issuer Trustee, Macquarie Bank Limited and the Manager The Issuer Trustee" below and in respect of Macquarie Bank Limited, the information contained in the sections entitled "The Issuer Trustee, Macquarie Bank Limited and the Manager Macquarie Bank Limited", "Summary European Union Risk Retention Requirements", "European Union Risk Retention Requirements" and "Risk Factors Regulatory initiatives may result in increased regulatory capital requirements and/or decreased liquidity in respect of the Notes" below. Except as described in this paragraph, none of the Issuer Trustee, Perpetual Limited as trustee of both PUMA Sub-Fund B1 and Mac Fund One, the Joint Lead Managers or their respective related bodies corporate, the Interest Rate Swap 0097430-0000068 AU:4417822.3 7
Provider or the Security Trustee was involved in the preparation of any part of this Information Memorandum. Except as described in the preceding paragraph, none of the Issuer Trustee, the Security Trustee, Perpetual Limited as trustee of both PUMA Sub-Fund B1 and Mac Fund One, the Interest Rate Swap Provider, the Arranger or the Joint Lead Managers or their respective related bodies corporate have authorised or caused the issue of, or make any statement in, any part of this Information Memorandum and each of the Arranger, the Joint Lead Managers and their respective related bodies corporate, the Issuer Trustee, the Security Trustee, Perpetual Limited as trustee of both PUMA Sub-Fund B1 and Mac Fund One and the Interest Rate Swap Provider expressly disclaims, and takes no responsibility for any part of, this Information Memorandum. Whilst the Manager believes the statements made in this Information Memorandum are accurate, neither it nor the Issuer Trustee, the Security Trustee, Perpetual Limited as trustee of both PUMA Sub-Fund B1 and Mac Fund One, the Interest Rate Swap Provider, the Arranger, the Joint Lead Managers and their respective related bodies corporate, nor any external adviser to any of the foregoing, makes any representation or warranty, express or implied, as to, nor assumes any responsibility or liability for, the authenticity, origin, validity, accuracy or completeness of, or any errors or omissions in, any information, statement, opinion or forecast contained in this Information Memorandum or in any previous, accompanying or subsequent material or presentation. Each of the Joint Lead Managers and their respective related bodies corporate act either solely through a separate division or as a separate legal entity in the context of this Information Memorandum and the Notes, without reference to any of its or its subsidiaries' respective personnel or operations outside that division, and are therefore not to be taken to be aware of any matters within the knowledge of such personnel or operations relating to the Issuer Trustee, the Manager or the issue of the Notes. Date and Currency of Information This Information Memorandum has been prepared based on information available and facts and circumstances known to the Manager as at the Preparation Date. The delivery of this Information Memorandum, or any offer or issue of Offered Notes, at any time after the Preparation Date does not imply, nor should it be relied upon as a representation or warranty, that: there has been no change since the Preparation Date in the affairs or financial condition of the Trust, the Issuer Trustee, Macquarie Bank Limited, the Manager or any other party named in this Information Memorandum; or the information contained in this Information Memorandum is correct at such later time. None of the Manager, the Arranger, the Joint Lead Managers or their respective related bodies corporate, the Interest Rate Swap Provider nor any other person accepts any responsibility to Noteholders or prospective Noteholders to update this Information Memorandum after the Preparation Date with regard to information or circumstances which come to its attention after the Preparation Date. Independent Investment Decisions This Information Memorandum is not intended to be, and does not constitute, a recommendation by the Manager, the Arranger, the Joint Lead Managers or their respective related bodies corporate, the Interest Rate Swap Provider or any other person that any person subscribe for or purchase any Notes. Accordingly, any person contemplating the subscription or purchase of the Offered Notes must: 0097430-0000068 AU:4417822.3 8
make their own independent investigation of the terms of the Offered Notes and the financial condition, affairs and creditworthiness of the Trust, after taking all appropriate advice from qualified professional persons; and base any investment decision on the investigation and advice referred to in the bullet point above and not on this Information Memorandum. No person is authorised to give any information or to make any representation which is not contained in this Information Memorandum and any information or representation not contained in this Information Memorandum must not be relied upon as having been authorised by or on behalf of the Arranger, the Joint Lead Managers or their respective related bodies corporate, the Manager, the Interest Rate Swap Provider or any other person. Distribution to Professional Investors Only This Information Memorandum has been prepared on a confidential basis for distribution only to professional investors whose ordinary business includes the buying or selling of securities such as the Offered Notes. This Information Memorandum is not intended for, should not be distributed to, and should not be construed as an offer or invitation to, any other person. No Public Offer in Australia This Information Memorandum is not a "Prospectus", an "Offer Information Statement" or a "Product Disclosure Statement" for the purposes of Chapter 7 of the Corporations Act and is not required to be lodged with the Australian Securities and Investments Commission (ASIC) under the Corporations Act as each offer for the issue of, any invitation to apply for the issue of, any offer for sale of, any invitation for offers to purchase, the Offered Notes to a person under this Information Memorandum: (a) (i) will be for a minimum amount payable on acceptance of the offer or application (as the case may be) of at least A$500,000 (calculated in accordance with section 708(9) of the Corporations Act and Regulation 7.1.18 of the Corporations Regulations 2001 (Cth) (the Corporations Regulations) (or its equivalent in other currencies, disregarding moneys lent by the offeror or its associates), or ((ii) does not otherwise require disclosure to a person under Part 6D.2 of the Corporations Act; (b)is not made to a person who is a Retail Client; and (c) does not require any document to be lodged with ASIC and complies with all applicable laws, regulations and directives. Accordingly, this Information Memorandum is not required to be lodged with ASIC as a disclosure document under Part 6D.2 of the Corporations Act. No acquisition by Offshore Associates The Class A Notes are intended to be offered in a manner that complies with the requirements of the "public offer" exemption from interest withholding tax in section 128F of the ITAA 1936 (refer to the heading "Taxation Australian Tax Consequences" for more information). This exemption will be failed if it is known or reasonably suspected that the Class A Notes or an interest in them will be acquired directly or indirectly by any Offshore Associates of the Issuer Trustee or the Manager (which would include certain associates of Macquarie Group), other than in the capacity of dealer, manager or underwriter in relation to the placement of the Offered Notes, or in the capacity of a clearing house, custodian, funds manager or responsible entity of a registered scheme. As a result, Offshore Associates of the Issuer Trustee or the Manager should not acquire any Class A Notes or an interest in them. Offer Must Comply with Laws 0097430-0000068 AU:4417822.3 9
No action has been taken or will be taken which would permit a public offering of the Offered Notes, or possession or distribution of this Information Memorandum, in any country or jurisdiction where action for that purpose is required. A person may not (directly or indirectly) offer for issue or sale, or make any invitation to apply for the issue or purchase of, the Offered Notes, nor distribute this Information Memorandum, unless: the aggregate consideration payable by each offeree or invitee is at least A$500,000 (calculated in accordance with section 708(9) of the Corporations Act and Regulation 7.1.18 of the Corporations Regulations) (or its equivalent in other currencies, disregarding moneys lent by the offeror or its associates) or the offer or invitation does not need disclosure to investors under Part 6D.2 of the Corporations Act; such offer or invitation is not made to a Retail Client; and such action does not require any document to be lodged with ASIC and complies with all applicable laws, regulations and directives. Distribution by Macquarie Bank Limited This information is intended solely for the use of wholesale clients as defined under the Corporations Act. This information is distributed in Hong Kong by Macquarie Capital Securities Limited (MCSL) and is intended solely for "professional investors" within the meaning of the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance for the purpose of providing preliminary information and does not constitute any offer to the public within the meaning of the Companies Ordinance (Cap.32) of Hong Kong. Macquarie Bank Limited has been granted a banking licence by the Hong Kong Monetary Authority under the Banking Ordinance (Cap. 155) of Hong Kong with effect from 24 August 2011 but is yet to commence carrying on banking business in Hong Kong. The contents of this Information Memorandum have not been reviewed by any regulatory authority in Hong Kong. MCSL is not an authorised deposit-taking institution for the purposes of the Banking Act 1959 (Commonwealth of Australia). Its obligations do not represent deposits or other liabilities of Macquarie Bank Limited ABN 46 008 583 542 (Macquarie) and Macquarie does not guarantee or otherwise provide assurance in respect of the obligations of MCSL, unless noted otherwise. This information is made available in Japan by Macquarie Capital Securities (Japan) Limited (MCSJL, (Financial Instruments Firm. Kanto Financial Bureau (Kin-Sho) No. 231 (Member of Japan Securities Dealers Association and The Financial Futures Association of Japan)) and is intended solely for "Qualified Institutional Investors" and "Joint Stock Companies" with capital of 1 billion yen or more within the meaning of the Financial Instruments and Exchange Law. No part of the information provided herein is to be construed as a solicitation to buy or sell any financial product, or to engage in or refrain from engaging in any transaction. This information is distributed in Singapore by Macquarie Bank Limited Singapore Branch (MBL Singapore) and has not been registered as a prospectus with the Monetary Authority of Singapore. This information and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the financial instruments referred to in this document may not be circulated or distributed, nor may the financial instruments be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor (as defined under Section 4A of the Securities and Futures Act, Chapter 289 of Singapore (the SFA)) under Section 274 of the SFA, (ii) to an accredited investor (as defined under Section 4A of the SFA) under Section 275 of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provisions of the SFA. MBL Singapore holds a licence under the Banking Act, Chapter 19 of Singapore to transact banking business in Singapore and therefore is subject to 0097430-0000068 AU:4417822.3 10
the supervision of the Monetary Authority of Singapore in respect thereof. As a holder of a banking licence in Singapore, MBL Singapore is exempted from the requirement to hold a Capital Markets Services Licence, Financial Adviser s Licence, Commodity Broker s Licence or a Commodity Trading Adviser Licence in Singapore and is permitted to carry on activities regulated under the Securities and Futures Act (Chapter 289), Financial Advisers Act (Chapter 110) and the Commodity Trading Act (Chapter 48A). This information is distributed in the UK by Macquarie Bank Limited, London Branch (MBLLB) and in the EEA member states (other than the UK) by Macquarie Bank International Limited (MBIL) where required. This information is directed only at, qualified investors (i) who have professional experience in matters relating to investments who fall within the definition of "investment professional" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the Order), or (ii) who are high net worth companies, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2) of the Order, and (iii) other persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as relevant persons). Any investment or investment activity to which this announcement relates is available only to and will only be engaged in with relevant persons. Under no circumstances should persons act or rely upon the contents of this announcement (i) in the United Kingdom, by persons who are not relevant persons and (ii) in any member state of the European Economic Area other than the United Kingdom, by persons who are not qualified investors. MBLLB is registered in England and Wales (Branch No: BR002678, Company No: FC018220, Firm Reference No: 170934). MBIL is incorporated and registered in England and Wales (Company No. 06309906, Firm Reference No. 471080). The registered office for MBLLB and MBIL is Ropemaker Place, 28 Ropemaker Street, London, EC2Y 9HD. MBLLB is authorised and regulated by the Australian Prudential Regulation Authority. Authorised by the Prudential Regulation Authority and subject to regulation by the Financial Conduct Authority and limited regulation by the Prudential Regulation Authority. Details about the extent of our regulation by the Prudential Regulation Authority are available from us on request. MBIL is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority. This information is distributed in New Zealand by Macquarie. Neither Macquarie nor any member of the Macquarie Group, or any of its worldwide related bodies corporate, are registered as a bank in New Zealand by the Reserve Bank of New Zealand under the Reserve Bank of New Zealand Act 1989. Other than Macquarie, any Macquarie entity noted in this document is not an authorised deposit-taking institution for the purposes of the Banking Act 1959 (Commonwealth of Australia). That entity s obligations do not represent deposits or other liabilities of Macquarie. Macquarie does not guarantee or otherwise provide assurance in respect of the obligations of that entity, unless noted otherwise. Investments in the Trust are not liabilities of Macquarie Bank Limited or the Joint Lead Managers Investments in the Trust are not deposits with or other liabilities of Macquarie Bank Limited or any member of Macquarie Group or the Joint Lead Managers or their respective related bodies corporate and are subject to investment risk, including possible delays in repayment and loss of income or principal invested. None of Macquarie Bank Limited or any member of Macquarie Group or the Joint Lead Managers or their respective related bodies corporate guarantees the performance of the Trust or the repayment of capital from the Trust, the repayment of principal on the Notes, the payment of interest on the Notes or any particular rate of return. Other than Macquarie Bank Limited, no Macquarie Group entity noted in this Information Memorandum is an authorised deposit-taking institution for the purposes of the Banking Act (Cth) 1959. The obligations of any Macquarie Group entity noted in this Information Memorandum do not represent deposits or other liabilities of Macquarie Bank Limited. Neither Macquarie Bank Limited nor any other member of Macquarie Group guarantees or otherwise provides assurance in respect of the obligations of any of these entities, unless noted otherwise. U.S. Selling Restrictions 0097430-0000068 AU:4417822.3 11
The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, US persons except in accordance with Regulation S under the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act. Disclosure of Interests Each of Macquarie Securitisation Limited, Macquarie Bank Limited, Macquarie Group and the Joint Lead Managers and their respective subsidiaries, directors, officers and employees: may have a pecuniary or other interest in the Notes; and may receive fees, brokerage and commissions from the proceeds of, and may act as principal in any dealings in, the Notes. These interests and dealings may adversely affect the price of the Notes. No such person will be required to retain any Notes acquired by it and any such person may realise a gain by selling Notes acquired by it in the secondary market. Each of the Arranger and each Joint Lead Manager (the Transaction Parties) discloses that, in addition to the arrangements and interests it will or may have with respect to the Arranger and Manager, the Security Trustee and Perpetual Limited in its capacity as trustee of the Trust or any other trusts (together, the Group), as described in this Information Memorandum (the Transaction Document Interests) it, its Related Entities, directors, officers and employees: (a) (b) 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: (a) (b) (c) each of the Transaction Parties and each of their respective Related Entities and their respective directors, officers and employees (each a Relevant Entity) will or may 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/or for the account of other persons (the Other Transaction Interests); and 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; and 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 Relevant Entities to the relevant members of the Group as set out in the relevant Transaction Documents and, in particular, no advisory or fiduciary duty is owed to any person; and 0097430-0000068 AU:4417822.3 12
(d) (e) (f) a Relevant Entity may have or come into possession of information not contained in this Information Memorandum 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); and to the maximum extent permitted by applicable law, 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 Information Memorandum and any subsequent course of 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 provider of a Support Facility) 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 the Transaction Document Interests or Other Transaction Interests may affect how a Relevant Entity as a Noteholder may seek to exercise any rights it may have as a Noteholder (such as the exercise of voting rights). 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 to 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. Limited Recovery Any obligation or liability of the Issuer Trustee arising under or in any way connected with the Notes, the Trust Deed or any other Transaction Document to which the Issuer Trustee is a party is limited, except in the case of fraud, negligence or wilful default on its part, to the extent to which it can be satisfied out of the assets of the Trust out of which the Issuer Trustee is actually indemnified for the obligation or liability. Other than in the exception previously mentioned, the assets of the Issuer Trustee, the Security Trustee or any other member of the Perpetual Trustee group are not available to meet payments of interest or repayments of principal on the Notes. The Issuer Trustee does not guarantee the success of the Trust nor the repayment of capital or any particular rate of capital or income return. References to Ratings There are various references in this Information Memorandum to the credit rating of the Initial Notes and of particular parties. A credit rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the relevant rating agency. In addition, the provisional ratings of the Initial Notes do not address the expected timing of principal repayments under the Initial Notes. Other than this paragraph and providing the ratings of the Initial Notes (as disclosed on page 30 and elsewhere in this Information Memorandum), none of the rating agencies have been involved in the preparation of this Information Memorandum. 0097430-0000068 AU:4417822.3 13
SUMMARY This summary highlights selected information from this document. All of the information contained in this summary is qualified by the more detailed explanations in other parts of this Information Memorandum. Parties to the Transaction Trust... PUMA Series 2014-2 Issuer Trustee... Manager... Security Trustee... Income Unitholder... Capital Unitholder... Arranger... Joint Lead Managers... Redraw Facility Provider... Mortgage Insurers... Perpetual Limited, in its capacity as trustee of the Trust Macquarie Securitisation Limited Perpetual Trustee Company Limited Macquarie Bank Limited Macquarie Bank Limited Macquarie Bank Limited Macquarie Bank Limited, Australia and New Zealand Banking Group Limited, J.P. Morgan Australia Limited and National Australia Bank Limited Macquarie Bank Limited Genworth Financial Mortgage Insurance Pty Limited (ABN 60 106 974 305) QBE Lenders' Mortgage Insurance Limited (ABN 70 000 511 071) Interest Rate Swap Provider... Rating Agencies... Macquarie Bank Limited Fitch Australia Pty Ltd Standard & Poor s (Australia) Pty Limited 0097430-0000068 AU:4417822.3 14
Structural Diagram 0097430-0000068 AU:4417822.3 15
Summary of the Notes On 16 July 2014 (the Closing Date), the Manager will direct the Issuer Trustee to issue the Initial Notes. For the purpose of refinancing the Initial Notes (other than the Class B2 Notes), the Manager may (but is not obliged to) market the Refinancing Notes to be issued as set out below in "Description of the Notes Redemption of the Notes Optional Redemption of the Class A Notes and the Class B1 Notes on or after the Scheduled Maturity Date". All Notes will be limited recourse obligations of the Issuer Trustee collateralised by the same pool of housing loans and other Authorised Investments. Unless otherwise specified, payments and priorities are described in relation to Noteholders' rights prior to any enforcement under the security trust deed. Terms of the Initial Notes Class A Notes Class B1 Notes Class B2 Notes Aggregate Initial A$920,000,000 A$60,000,000 A$20,000,000 Invested Amount Anticipated Ratings: Fitch AAAsf Not rated Not rated S&P AAA (sf) AAA (sf) Not rated Closing Date 16 July 2014. Pricing Date 3 July 2014. Interest on Class A Notes, Class B1 Notes and Class B2 Notes The Class A Notes, the Class B1 Notes and the Class B2 Notes are floating rate Notes bearing floating rate interest payable monthly in arrears on the Monthly Payment Dates in each year calculated as described under "Description of the Notes Interest on the Notes Class A Notes, Class B1 Notes and Class B2 Notes". The interest rates for a Monthly Period for any Class A Notes, any Class B1 Notes and any Class B2 Notes will be equal to the one month Bank Bill Rate for that Monthly Period plus the relevant margin applicable to those Notes determined by the Manager on the Pricing Date. The Margin for the Class A Notes and the Class B1 Notes will increase by 0.50% p.a. from and including the Scheduled Maturity Date. The Initial Notes will be issued without accrued interest. The first interest payment on these Initial Notes will relate to the period between the Closing Date and the first Monthly Payment Date. Accordingly, the first Monthly Period will be greater than one month and the Bank Bill Rate applicable to the first interest payment will be the rate determined by the Manager on the Closing Date by straight line interpolation between (i) the Bank Bill Rate on that date for the period next shorter than the length of that first Monthly Period and (ii) the Bank Bill Rate on that date for the period next longer than the length of that first Monthly Period. Monthly Payment Dates The 18th day or, if the 18th day is not a Business Day, then the next Business Day, of each calendar month beginning on 18 August 2014. 0097430-0000068 AU:4417822.3 16
Issue Price Redraw Facility Limit Each Note will be issued at par value. On the Closing Date, the Redraw Facility Limit will be 0.25% of the Total Initial Invested Amount of all Notes on the Closing Date. Business Day Clearance/Settlement Sydney and Melbourne. Austraclear Class A Notes, Class B1 Notes and Class B2 Notes. Subject to the rules of the relevant clearing and settlement system, Initial Noteholders may elect to hold interests in Initial Notes (i) directly through the Austraclear System, (ii) indirectly through Euroclear or Clearstream, Luxembourg if they are participants in such systems or (iii) indirectly through organisations which are participants in the Austraclear System, Euroclear or Clearstream, Luxembourg. Listing RBA repo eligibility European Union Risk Retention Requirements The Manager may in its absolute discretion, at any time on or after the Closing Date, make an application for the Notes of any Class to be listed on the Australian Securities Exchange (ASX). If any such application is made, it is wholly at the discretion of the ASX whether to accept the application to list the relevant Class of Notes. Any such listing is subject to the ASX Listing Rules and the ASX Market Rules and may be subject to any other conditions imposed by the ASX. The Manager has undertaken to make an application to the Reserve Bank of Australia (RBA) for the purposes of ensuring that the Class A Notes and the Class B1 Notes are accepted as "eligible securities" which may be lodged as collateral in relation to a repurchase agreement entered into with the RBA and, if that application is successful, to take such other action that the Manager may determine is commercially reasonable and in line with current market practice to maintain the "eligible securities" status of the Class A Notes or the Class B1 Notes (as applicable). Macquarie Bank Limited, through special purpose vehicles known as PUMA Sub-Fund B1 and/or Mac Fund One (which are both wholly owned and financed by Macquarie Bank Limited and of which Perpetual Limited is trustee), will retain a material net economic interest of not less than five per cent in the securitisation as an originator in accordance with the text of each of Article 405 of Regulation (EU) No 575/2013 (the Capital Requirements Regulation) and Article 51 of Regulation (EU) No 231/2013 (the AIFM Regulation) (which, in each case, does not take into account any corresponding national measures or other measures made in any EEA state) and publicly disclose the manner in which such interest is held. As at the Closing Date, such interest will be comprised of certain randomly selected exposures held by Macquarie Bank Limited, through PUMA Sub-Fund B1 and/or Mac Fund One,, as required by the text of each of Article 405 and Article 51. Macquarie Bank Limited s on-going retention of the net economic interest described above will be confirmed in the monthly investor reports and any change to the manner in which such interest is held will be notified to Noteholders. For a more detailed description, see the heading "European Union Risk Retention Requirements". 0097430-0000068 AU:4417822.3 17
Denomination Each Note has a denomination of A$10,000. The Notes will initially be issued in minimum parcels of at least A$500,000. Final Maturity Date The Monthly Payment Date falling in October 2045. Repayment of Principal on the Notes Prior to enforcement of the security granted under the Security Trust Deed, the available principal on a Monthly Payment Date will be allocated: first, pari passu and rateably: if any Class A Notes remain outstanding, to the Class A Noteholders towards repayment of principal of the Class A Notes on a pari passu and rateable basis until the Stated Amount of the Class A Notes is reduced to zero; and if any Class A-R Notes remain outstanding, to the Class A-R Noteholders towards repayment of principal of the Class A-R Notes on a pari passu and rateable basis until the Stated Amount of the Class A-R Notes is reduced to zero; second, pari passu and rateably: if any Class B1 Notes remain outstanding, to the Class B1 Noteholders towards repayment of principal of the Class B1 Notes on a pari passu and rateable basis until the Stated Amount of the Class B1 Notes is reduced to zero; and if any Class B1-R Notes remain outstanding, to the Class B1-R Noteholders towards repayment of principal of the Class B1-R Notes on a pari passu and rateable basis until the Stated Amount of the Class B1-R Notes is reduced to zero; and third, to the Class B2 Noteholders towards repayment of principal of the Class B2 Notes on a pari passu and rateable basis until the Stated Amount of the Class B2 Notes is reduced to zero. Despite being ranked pari passu in respect of the repayment of principal, Class A Notes and Class A-R Notes can only ever both be outstanding at the same time on the date of issue of the Class A-R Notes, between the time when the Class A- R Notes are issued and the time when the proceeds of that issuance is used to fully redeem the Class A Notes as described more fully in the section entitled "Description of the Notes Redemption of the Notes Optional Redemption of the Class A Notes and the Class B1 Notes on or after the Scheduled Maturity Date". Similarly, Class B1 Notes and Class B1-R Notes can only ever both be outstanding at the same time on the date of issue of the Class B1-R Notes, between the time when the Class B1-R Notes are issued and the time when the proceeds of that issuance is used to fully redeem the Class B1 Notes as described more fully in the section entitled "Description of the Notes Redemption of the Notes Optional Redemption of the Class A Notes and the Class B1 Notes on or after the Scheduled Maturity Date". For a more detailed description, see the section entitled "Description of the Cashflows of the Trust Distribution of the Available Principal Amount". 0097430-0000068 AU:4417822.3 18
Scheduled Maturity Date (in relation to the Class A Notes and the Class B1 Notes only) The Monthly Payment Date falling in July 2019. Call Date Issuer Trustee s call options in relation to the Notes The Call Date is the Monthly Payment Date in relation to which the Manager reasonably expects (on the day 10 Business Days prior to that Monthly Payment Date) that the aggregate of the Invested Amount of the Class A Notes, the Class A-R Notes, the Class B1 Notes, the Class B1-R Notes and the Class B2 Notes will, for the first time, be less than or equal to the Call Date Total Invested Amount. The Issuer Trustee will, if the Manager (at its option but subject to the limitation described below) directs it to do so, redeem all of the Class A Notes and/or all of the Class B1 Notes in full on any Monthly Payment Date occurring on or after the Scheduled Maturity Date by applying the proceeds of issue of any Refinancing Notes. In exercising this call option, the Manager may elect to have both the Class A Notes and the Class B1 Notes redeemed on the same Monthly Payment Date or to have the Class A Notes redeemed on a particular Monthly Payment Date and the Class B1 Notes redeemed on a subsequent Monthly Payment Date, however the Class B1 Notes may not be redeemed pursuant to this call option prior to the Class A Notes being redeemed. The Issuer Trustee will, if the Manager (at its option but subject to the limitation described below) directs it to do so, redeem the Notes in full on any Monthly Payment Date occurring on or after the Call Date by applying the Collections available for that purpose on that Monthly Payment Date, including the proceeds of a sale of the Mortgage Loan Rights. If the Issuer Trustee redeems the Notes upon exercise of one of the options described above, the relevant Noteholders will receive a payment equal to the outstanding Invested Amount of the Notes so redeemed plus accrued interest on the outstanding Invested Amount of those Notes. The Issuer Trustee s call options are explained further in the sections titled "Description of the Notes Redemption of the Notes Optional Redemption of the Class A Notes and the Class B1 Notes on or after the Scheduled Maturity Date" and "Description of the Notes Redemption of the Notes Optional Redemption of all Notes on or after the Call Date". Liquidity Reserve The Liquidity Reserve functions as liquidity for the Trust which may be applied by way of a Liquidity Reserve Draw towards income payments of the Trust on a Monthly Payment if the Available Income Amount (determined for this purpose as being exclusive of any Liquidity Reserve Draw on the relevant Monthly Payment Date) for that Monthly Payment Date is insufficient to meet the Total Expenses of the Trust on that Monthly Payment Date. The Liquidity Reserve may also be applied on a day other than a Monthly Payment Date, to the extent that the Liquidity Reserve exceeds the Required Liquidity Reserve, to fund Redraws. On the Closing Date, a portion of the proceeds of issue of the Notes (equal to the greater of 0.13% of the Total Invested Amount as at the Closing Date and 1.3% 0097430-0000068 AU:4417822.3 19
of the outstanding principal balance of all housing loans, or such other amount notified in writing by the Manager to the Issuer Trustee) (the Required Liquidity Reserve) will be retained by the Issuer Trustee as Liquidity Reserve. The Liquidity Reserve is explained in further detail in the section entitled "Description of the Cashflows of the Trust Liquidity Reserve". Extraordinary Expenses Reserve Threshold Rate On the Closing Date, an amount of A$150,000 will be held as Extraordinary Expenses Reserve to be applied towards certain payments of the Trust, including out-of-pocket expenses incurred by the Issuer Trustee which are not incurred in the ordinary course of the Trust. On each Determination Date the Manager must determine the rate that is the minimum weighted average rate of interest on all housing loans which are assets of the Trust, in order to cover, together with all other income to be received by the Issuer Trustee, the Total Expenses of the Trust plus a margin of 0.25% (the Threshold Rate) and notify that rate to the Issuer Trustee on or prior to the next Monthly Payment Date. 0097430-0000068 AU:4417822.3 20
Establishment of the Trust The PUMA Program was established pursuant to a Trust Deed dated 13 July 1990. The Trust Deed provides the general terms and structure for securitisation under the PUMA Program. A subfund notice from Macquarie Securitisation Limited, as the Manager of the PUMA Program, to the Issuer Trustee, sets out the specific details of the Trust. These details may vary from the terms set forth in the Trust Deed. Each securitisation under the program is a separate transaction with a separate trust (although some securitisations may have more than one issue of Notes). The assets of the Trust will not be available to pay the obligations of any other trust, and the assets of other trusts will not be available to pay the obligations of the Trust. See "Description of the Trust" below. The beneficial interest in the Trust is held by Macquarie Bank Limited as the Income Unitholder and the Capital Unitholder. The income units may be transferred or sold by Macquarie Bank Limited to any other member of the Macquarie Group or to an entity unrelated to the Macquarie Group. The unitholders are only entitled to receive payments or distributions subject to prior ranking entitlements described under the heading "Description of the Cashflows of the Trust Distribution of the Available Income Amount" below. Notes The Initial Notes will be issued as Class A Notes, Class B1 Notes or Class B2 Notes. The Refinancing Notes may be issued as Class A-R Notes and/or Class B1-R Notes. The Housing Loans The Trust involves the securitisation of housing loans which were originated by appointed Originators in the name of Perpetual Limited, in its capacity as trustee of the PUMA Program. The housing loans are secured by mortgages on residential property located in Australia. The Manager is responsible for the day to day servicing of the housing loans. The Issuer Trustee will issue the Notes to fund the acquisition of the beneficial interest in the housing loans by the Trust from other trusts within the PUMA Program. The Housing Loan Pool The housing loan pool for the Trust will comprise housing loans acquired from trusts within the PUMA Program utilising the proceeds of issue of Notes. The housing loan pool will consist of fixed rate and/or variable rate residential housing loans secured by mortgages on owner occupied and non-owner occupied residential properties. The housing loans will have terms to stated maturity of no more than 30 years and 1 month. General information regarding the housing loans is contained in "Description of the Assets of the Trust The Housing Loans" below. A summary of the characteristics of the housing loans expected to be held by the Trust as at the Closing Date is contained in Annexure 1. The housing loan pool held by the Trust and the characteristics of that housing loan pool are expected to vary as a result of the following: the early repayment or sale of housing loans; the funding of Redraws; and the making of Subordinate Further Advances, by the Issuer Trustee as described under the headings " Sale of Housing Loans" and " Redraws, Senior Further Advances and Subordinate Further Advances" below. The Issuer Trustee may make Subordinate Further Advances on housing loans included in the housing loan pool at any time. All Subordinate Further Advances may be funded only by way of subordinated drawings under the redraw facility. The Issuer Trustee may also sell housing loans in limited circumstances. See "Description of the Assets of the Trust Sale of Housing Loans". Any such sale of housing loans will affect the housing loan pool characteristics as described in Annexure 1. 0097430-0000068 AU:4417822.3 21