Bavarian Sky Uk 3 Plc
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BAVARIAN SKY UK 3 PLC (a public company incorporated with limited liability under the laws of England and Wales having its registered office at c/o Wilmington Trust SP Services (London) Ltd, Third Floor, One King's Arms Yard, London, EC2R 7AF with registered number 12343455) £300,000,000 Class A Floating Rate Notes due April 2028, issue price: 100.00% £52,600,000 Class B Fixed Rate Notes due April 2028, issue price: 100.00% £40,500,000 Class C Fixed Rate Notes due April 2028, issue price: 100.00% Bavarian Sky UK 3 plc (the "Issuer"), will issue the Notes in the classes set out above on 20 April 2020 (the "Issue Date") (the "Transaction"). All documents relating to the Transaction, as more specifically described herein, are referred to as the "Transaction Documents". The Class A Notes, the Class B Notes and the Class C Notes (each such class, a "Class", and all Classes collectively, the "Notes") of the Issuer are backed by a portfolio of hire purchase receivables (the "Purchased Receivables") originated pursuant to PCP Agreements in relation to certain passenger cars, light commercial vehicles or motorcycles (the "Financed Vehicles") and certain other collateral more specifically described herein (the other collateral and the proceeds therefrom, the "Related Collateral"). The obligations of the Issuer under the Notes will be secured by security interests granted to U.S. Bank Trustees Limited (the "Trustee") acting as trustee for, inter alios, the Noteholders pursuant to a trust deed (the "Trust Deed") entered into between, inter alios, the Trustee and the Issuer and a deed of charge (the "Deed of Charge") entered into between the Trustee and the Issuer. Although all Classes will share in the same security, upon the delivery of an Enforcement Notice by the Trustee to the Issuer, the Class A Notes will rank senior to the Class B Notes and to the Class C Notes and the Class B Notes will rank senior to the Class C Notes, see "TRANSACTION OVERVIEW – Post-Enforcement Priority of Payments". The Issuer will apply the net proceeds from the issue of the Notes to purchase on the Issue Date (as defined below) the Purchased Receivables and the Related Collateral. Certain characteristics of the Purchased Receivables and the Related Collateral are described in "ELIGIBILITY CRITERIA" and in "PURCHASED RECEIVABLES CHARACTERISTICS AND HISTORICAL DATA". This Offering Circular has been approved by the Luxembourg financial regulator (Commission de Surveillance du Secteur Financier) (the "CSSF") as competent authority under Regulation (EU) 2017/1129 (the "Prospectus Regulation"). The CSSF only approves this Offering Circular as meeting the standards of completeness, comprehensibility and consistency requirements imposed by the Prospectus Regulation and the Luxembourg law dated 16 July 2019 on prospectuses for securities (loi relative aux prospectus pour valeurs mobilières) (the "Luxembourg Prospectus Law"). Such approval should neither be considered as an endorsement of the Issuer that is the subject of this Offering Circular nor of the quality of the Notes that are the subject of this Offering Circular. Investors should make their own assessment as to the suitability of investing in the Notes. In the context of such approval, the CSSF gives no undertaking as to the economic and financial soundness of the transaction and the quality or solvency of the Issuer in line with Article 6(4) of the Luxembourg Prospectus Law. Application has also been made to the Luxembourg Stock Exchange (Bourse de Luxembourg) (the "Luxembourg Stock Exchange") for the Notes to be listed on the official list of the Luxembourg Stock Exchange on 20 April 2020 (the "Issue Date") and to be admitted to trading on the Luxembourg Stock Exchange's regulated market. The Luxembourg Stock Exchange's regulated market is a regulated market for the purposes of Directive 2014/65/EU on markets in financial instruments. This Offering Circular constitutes a prospectus for the purpose of Article 6(3) of the Prospectus Regulation. This Offering Circular will be published in electronic form on the website of the Luxembourg Stock Exchange (bourse.lu). This Offering Circular is valid for a period of twelve months from the date of approval. The obligation to prepare a supplement to this Offering Circular in the event of any significant new factor, material mistake or inaccuracy does not apply when the Offering Circular is no longer valid. For the avoidance of doubt, the Issuer shall have no obligation to supplement this Offering Circular after the time when trading of such securities on a regulated market begins. Merrill Lynch International ("BofA Securities") and Lloyds Bank Corporate Markets plc ("Lloyds") (Lloyds, together with BofA Securities, the "Joint Lead Managers") will subscribe and SMBC Nikko Capital Markets Limited ("SMBC Nikko") and MUFG Securities EMEA plc ("MUFG") (the "Co-Managers" and, together with the Joint Lead Managers, the "Managers") will procure the subscription of the Notes on the Issue Date and will offer the Notes, from time to time, in negotiated transactions or otherwise, at varying prices to be determined at the time of sale. For a discussion of certain significant factors affecting investments in the Notes, see "RISK FACTORS". An investment in the Notes is suitable only 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. For reference to the definitions of capitalised terms appearing in this Offering Circular, see "MASTER DEFINITIONS SCHEDULE". Any website referred to in this Offering Circular is for information purposes only and does not form part of this Offering Circular. Joint Lead Managers/Joint Bookrunners BofA Securities Lloyds Arranger BMW Financial Services (GB) Limited Co-Managers SMBC Nikko MUFG The date of this Offering Circular is 17 April 2020. 225916-3-20303-v18.0 70-40735317 The Notes will be governed by the laws of England and Wales. Each of the Class A Notes, the Class B Notes and the Class C Notes will be initially represented by a global note in registered form (each, a "Global Note") and are intended to be held under the New Safekeeping Structure ("NSS"). Each Global Note is recorded in the records of Euroclear Bank S.A./N.V. as the operator of the Euroclear System ("Euroclear") and Clearstream Banking, S.A.("Clearstream Luxembourg", and, together with Euroclear, the "Clearing Systems"). Each of the Global Notes representing the Notes will be deposited with a common safekeeper (the "Common Safekeeper") appointed by Euroclear Bank S.A./N.V. as the operator of Euroclear and Clearstream Luxembourg on or prior to the Issue Date and will be registered in the name of a nominee of the Common Safekeeper. The Common Safekeeper will hold the Global Notes representing the Notes in custody for Clearstream Luxembourg and Euroclear and any successor in such capacity. The Notes represented by Global Notes may be transferred in book-entry form only. The Notes will be issued in denomination of £100,000 and, for so long as the rules of Euroclear or Clearstream, Luxembourg so permit, higher integral multiples of £1,000. The Global Notes will be exchangeable for definitive notes under certain conditions. See "DESCRIPTION OF THE GLOBAL NOTES". The Notes are intended to be held in a manner which will allow Eurosystem eligibility. This means that the Notes are intended upon issue to be deposited with one of the ICSDs as Common Safekeeper for the Notes and does not necessarily mean that the Notes will be recognised as eligible collateral for Eurosystem monetary policy and intra-day credit operations by the Eurosystem either upon issue or at any or all times during their life. Such recognition will depend upon satisfaction of the Eurosystem eligibility criteria. In particular, please see the risk factor entitled "Eurosystem Eligibility" below. The Seller will purchase and retain all Retained Class C Notes for the life of the Transaction in order to comply with the Risk Retention Rules. See "RISK FACTORS — Legal, Macro Economic and Regulatory risks relating to the Notes - Basel Capital Accord and regulatory capital requirements". THE NOTES REPRESENT OBLIGATIONS OF THE ISSUER ONLY AND DO NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE MANAGERS, THE JOINT BOOKRUNNERS, THE ARRANGER, THE SELLER, THE SERVICER (IF NOT THE SELLER), THE SWAP COUNTERPARTY, THE TRUSTEE, THE DATA TRUSTEE, THE ACCOUNT BANK, THE INTEREST DETERMINATION AGENT, THE PRINCIPAL PAYING AGENT, THE REGISTRAR, THE CALCULATION AGENT, THE CORPORATE SERVICES PROVIDER, THE COMMON SAFEKEEPER 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 ISSUER. NEITHER THE NOTES NOR THE UNDERLYING PURCHASED RECEIVABLES WILL BE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AUTHORITY OR BY THE MANAGERS, THE ARRANGER, THE SELLER, THE SERVICER (IF DIFFERENT FROM THE SELLER), THE CALCULATION AGENT, THE SWAP COUNTERPARTY, THE TRUSTEE, THE DATA TRUSTEE, THE ACCOUNT BANK, THE INTEREST DETERMINATION AGENT, THE PRINCIPAL PAYING AGENT, THE CORPORATE SERVICES PROVIDER, THE COMMON SAFEKEEPER 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. 225916-3-20303-v18.0 - i - 70-40735317 Class