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AUTO ABS ITALIAN RAINBOW LOANS 2020-1 S.R.L. (Incorporated with Limited Liability Under the Laws of the Republic of Italy)

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AUTO ABS ITALIAN RAINBOW LOANS 2020-1 S.R.L. (Incorporated with Limited Liability Under the Laws of the Republic of Italy) AUTO ABS ITALIAN RAINBOW LOANS 2020-1 S.R.L. (incorporated with limited liability under the laws of the Republic of Italy) Euro 752,250,000 Class A Asset Backed Fixed Rate Notes due September 2035 Issue Price: 100 per cent. This prospectus (the Prospectus) contains information relating to the issue by Auto ABS Italian Rainbow Loans 2020-1 S.r.l., a limited liability company organised under the laws of the Republic of Italy (the Issuer) of the Euro 752,250,000 Class A Asset Backed Fixed Rate Notes due September 2035 (the Class A Notes). In connection with the issue of the Class A Notes, the Issuer will issue the Euro 97,750,000 Class Z Asset Backed Fixed Rate and Variable Return Notes due September 2035 (the Class Z Notes and, together with the Class A Notes, the Notes). The Class Z Notes are not being offered pursuant to this Prospectus and no application has been made to list the Class Z Notes on any stock exchange. Application has been made to the Commission de surveillance du secteur financier (CSSF), in its capacity as competent authority under the Luxembourg Act dated 16 July 2019 relating to prospectuses for securities, for the approval of this Prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the Prospectus Regulation) and relevant implementing measures in Luxembourg and Article 6(4) of the Luxembourg Act. By approving this Prospectus, in accordance with Article 20 of the Prospectus Regulation, the CSSF does not engage in respect of the economic or financial opportunity of the Securitisation or the quality and solvency of the Issuer in accordance with the provisions of Article 6(4) of the Luxembourg Act. Application has also been made to the Luxembourg Stock Exchange for the Class A Notes to be admitted to the official list of the Luxembourg Stock Exchange and to trading on the Regulated Market “Bourse de Luxembourg”, which is a regulated market for the purposes of the Market in Financial Instruments Directive 2014/65/EU. By approving this Prospectus, CSSF shall give no undertaking as to the economic and financial opportuneness of the operation or the quality or solvency of the Issuer. The CSSF has not reviewed nor approved any information regarding the Class Z Notes. This Prospectus has been approved by the CSSF as the competent authority under the Prospectus Regulation. The CSSF only approves this Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Such approval should not be considered as an endorsement of the Issuer or of the quality of the Notes (being said approval, as limited in scope as set forth above, the “CSSF’s Approval”). This Prospectus is issued pursuant to article 2, paragraph 3, of Italian Law No. 130 of 30 April 1999 (as amended, the Securitisation Law) and Article 6, paragraph 3 of the Prospectus Regulation in connection with the issuance of the Notes. This Prospectus will be published by the Issuer on the website of the Luxembourg Stock Exchange (being, as at the date of this Prospectus, www.bourse.lu). Pursuant to Articles 12(1) and 21(8) of the Prospectus Regulation, this Prospectus will remain vaild until the expiry of 12 (twelve) months from the date on which it obtained the CSSF’s Approval (such date being the 22 July 2020). Consequently, the obligation to supplement this Prospectus in the event of significant new factors, material mistakes or material inaccuracies will not apply once this Prospectus is no longer valid. Capitalised words and expressions in this Prospectus shall, except otherwise specified or so far as the context otherwise requires, have the meanings set out herein and in the section entitled “Glossary of Terms” below. Information available at any website referred to throughout this Prospectus does not form part of this Prospectus and has been neither scrutinized nor approved by the CSSF, unless it is clearly stated that any such information is incorporated by reference. The Notes will have the following key characteristics: Class Principal amount Interest rate Issue Price (per cent.) Ratings Legal Final Maturity upon issue Date A Euro 752,250,000 0.50 per cent. 100 DBRS: AAA September 2035 Fitch: AA- Z Euro 97,750,000 1.00 per cent. 100 Unrated September 2035 The denomination of the Notes will be Euro 100,000 and integral multiples of Euro 1,000 in excess thereof. The Notes will be held in dematerialised form on behalf of the ultimate owners, until redemption or cancellation thereof, by Monte Titoli S.p.A. (Monte Titoli) for the account of the relevant Monte Titoli Account Holders. The expression Monte Titoli Account Holders means any authorised financial intermediary institution entitled to hold accounts on behalf of their customers with Monte Titoli and includes Clearstream Banking, Luxembourg with offices at 42 avenue JF Kennedy, L-1855 Luxembourg, Grand Duchy of Luxembourg (Clearstream) and Euroclear Bank S.A./N.V., with offices at 1 boulevard du Roi Albert II, B-1210 Brussels, as operator of the Euroclear System (Euroclear). Monte Titoli shall act as depository for Clearstream and Euroclear. Title to the Notes will at all times be evidenced by book-entries in accordance with the provisions of Article 83-bis of Italian Legislative Decree No. 58 of 24 February 1998 and the resolution issued by the Bank of Italy and CONSOB on 13 August 2018 (Regulation 13 August 2018), as amended from time to time. No physical document of title will be issued in respect of the Notes. The Notes will be subject to mandatory pro-rata redemption within each Class in whole or in part on each Payment Date (as defined below) during the Amortisation Period or the Accelerated Amortisation Period (each, as defined below). Unless previously redeemed in accordance with their applicable terms and conditions (the Conditions), the Notes will be redeemed at their Principal Amount Outstanding, plus any accrued but unpaid interest, on the Payment Date falling on September 2035 (the Legal Final Maturity Date). The Notes of each Class will be redeemed in the manner specified in Condition 6 (Redemption, Purchase and Cancellation). Before the Legal Final Maturity Date the Notes may be redeemed at the option of the Issuer at their Principal Amount Outstanding together with accrued interest to the date fixed for redemption under Condition 6.3 (Redemption, Purchase and Cancellation - Redemption for Issuer Tax Event) or Condition 6.4 (Redemption, Purchase and Cancellation - Early redemption at the option of the Issuer). Interest on the Notes will accrue on a daily basis from (and including) 23 July 2020 (the Issue Date) until its due date for redemption as provided in Condition 6 (Redemption, Purchase and Cancellation). Interest on the Notes will be payable in Euro monthly in arrears by reference to successive interest periods on each Payment Date, subject to and in accordance with the Conditions, including the interest deferral and limited recourse provisions thereof. The first Payment Date shall be the Payment Date falling in September 2020 (the First Payment Date). Interest will accrue on the Principal Amount Outstanding of the Class A Notes at a rate of interest equal to 0.50 per cent. per annum (the Class A Notes Interest Rate). Interest will accrue on the Principal Amount Outstanding of the Class Z Notes at a rate of interest equal to 1.00 per cent. per annum (the Class Z Notes Interest Rate). In addition, subject to and in accordance with the Conditions, each holder of a Class Z Note shall be entitled on each Payment Date to a pro rata share of the aggregate amount (if any) available under the applicable Priority of Payments to be paid as Variable Return (as defined herein). All payments of principal and interest in respect of the Notes by or on behalf of the Issuer will be made without withholding or deduction for or on account of any present or future taxes, duties or charges of whatsoever nature imposed or levied by or on behalf of the Republic of Italy unless such withholding or deduction is required by law. In such event, neither the Issuer nor any other person will be obliged to pay any additional amounts to any Noteholder on account of such withholding or deduction. According to the provisions of article 6 of Decree 239, a holder of a Note who (i) is not a person resident for tax purposes (or an institutional investor incorporated) in a country which allows an adequate exchange of information with the Republic of Italy, or (ii) is resident or incorporated in such a country but has not fulfilled all the requisite documentary requirements under Decree 239, will receive amounts of interest payable on the Notes net of the Decree 239 Withholding. 1 The principal source of payment of interest and repayment of principal on the Notes will be from collections made in respect of receivables and connected rights (the Portfolio) arising from Auto Loans Contracts (contratti di finanziamento per l’acquisto di autoveicoli) originated and classified as performing by Banca PSA Italia S.p.A. (BPSA) and purchased (and to be purchased) by the Issuer in accordance to the terms of a master receivables transfer agreement entered into on 20 July 2020 between, inter alios, BPSA and the Issuer (the Master Receivables Transfer Agreement). In addition, pursuant to the Master Receivables Transfer Agreement and the relevant Transfer Agreement, the Seller may transfer without recourse (pro soluto) to the Issuer, which may purchase, pursuant to the combined provisions of articles 1 and 4 of the Securitisation Law and the articles of Italian Factoring Law referred to therein, Additional Receivables during the Revolving Period, provided that the Contracts Eligibility Criteria, the Receivables Eligibility Criteria and the Global Portfolio Limits are met.
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