We use cookies to improve your experience on our site. By using our site, you consent to the use of cookies. Rejecting cookies will prevent non-essential cookies from loading.
Catterick 3 - Prospectus (Black)
Issuer and Key Parties
Issuer Details
- Name: Cardiff Auto Receivables Securitisation 2022-1 PLC
- Country: United Kingdom
- Incorporation: England and Wales
- Purpose: Special purpose vehicle for issuing notes and acquiring receivables
- Share Capital Holder: Cardiff Auto Receivables Securitisation Holdings Limited
- Registered Office: 1 Bartholomew Lane, London EC2N 2AX, United Kingdom
Arranger and Manager
- Arranger and Lead Manager: Lloyds Bank Corporate Markets plc
- Location: 25 Gresham Street, London EC2V 7HN
Trustee and Collateral Administrator
- Trustee and Security Trustee: U.S. Bank Trustees Limited
- Incorporation: England and Wales
- Office Location: 125 Old Broad Street, Fifth Floor, London, EC2N 1AR, United Kingdom
- Corporate Trust Business: Part of U.S. Bancorp group, managing over USD 4 trillion in assets
- Principal Paying Agent and Registrar: Elavon Financial Services DAC, UK Branch
Governing Panel
| Name | Role | Country |
|---|---|---|
| Helena Whitaker | Director | United Kingdom |
| Intertrust Directors 1 Limited | Director | United Kingdom |
| Intertrust Directors 2 Limited | Director | United Kingdom |
- Directors of Intertrust Directors 1 Limited and Intertrust Directors 2 Limited:
- Susan Iris Abrahams
- Wenda Margaretha Adriaanse
- Ian Hancok
- Daniel Marc Richard Jaffe
-
Helena Whitaker
-
Company Secretary: Intertrust Corporate Services Limited
Principal Parties
| Role | Name | Country |
|---|---|---|
| Issuer | Cardiff Auto Receivables Securitisation 2022-1 PLC | United Kingdom |
| Seller, Servicer, Cash Manager | Black Horse Limited | United Kingdom |
| Trustee and Security Trustee | U.S. Bank Trustees Limited | United Kingdom |
| Account Bank | Lloyds Bank plc | United Kingdom |
| Principal Paying Agent and Registrar | Elavon Financial Services DAC, UK Branch | United Kingdom |
| Arranger and Lead Manager | Lloyds Bank Corporate Markets plc | United Kingdom |
| Subordinated Loan Provider | Black Horse Limited | United Kingdom |
| Corporate Services Provider | Intertrust Management Limited | United Kingdom |
| Back-Up Facilitator | Lloyds Bank plc | United Kingdom |
| Swap Counterparty | Black Horse Limited | United Kingdom |
| Swap Guarantor | Lloyds Bank plc | United Kingdom |
Note Class Details and Payment Information
Note Classes Details
| Attribute | Class A Notes | Class B Notes | Class C Notes | Class D Notes | Class E Notes | Class S Notes |
|---|---|---|---|---|---|---|
| Principal Amount | Not specified | Not specified | Not specified | Not specified | Not specified | £45,750,000 |
| Notional Value | Part of £564,250,000 | Part of £564,250,000 | Part of £564,250,000 | Part of £564,250,000 | Part of £564,250,000 | Part of £564,250,000 |
| Issue Price | Not specified | Not specified | Not specified | Not specified | Not specified | Not specified |
| Interest Rates | Not specified | Not specified | Not specified | Not specified | Not specified | Not specified |
| Ratings (S&P) | AAA (sf) | A (sf) | BBB (sf) | BB (sf) | B (sf) | Not rated |
| Ratings (DBRS) | AAA (sf) | A (high) (sf) | A (low) (sf) | BBB (low) (sf) | BB (sf) | Not rated |
| First Notes Payment Date | Not specified | Not specified | Not specified | Not specified | Not specified | Not specified |
Amortization Profile
- Structure: Principal payments are made sequentially in order of seniority.
- Order of Payment:
- Class A Notes
- Class B Notes
- Class C Notes
- Class D Notes
- Class E Notes
- Class S Notes
- Event of Default: May occur if principal is not repaid by Final Legal Maturity Date.
Payment Cadence
- Interest and Principal Payment Date: 21st day of each calendar month, or next Business Day.
- First Payment Date: March 2022.
- Payment Order: Sequentially starting with Class A Notes, followed by B, C, D, E, and S Notes.
Dates and Timelines
Key Dates
| Event | Date |
|---|---|
| Closing Date | On or about 11 February 2022 |
| Cut-Off Date | On the Closing Date |
| First Payment Date | Payment Date in March 2022 |
| Final Legal Maturity Date | Payment Date in October 2028 |
Payment Schedule
- Payment Dates: Interest and principal on the Notes will be paid on the 21st day of each calendar month, or the next Business Day if the 21st is not a Business Day.
Additional Provisions
- Clean-Up Call Option: The Seller can repurchase all Receivables on any Payment Date after the aggregate Principal Amount Outstanding of the Rated Notes is reduced to 10% or less of the initial amount as of the Closing Date.
Cash Flow Waterfall and Payment Model
Interest Priority of Payments
| Order | Description |
|---|---|
| 1 | Retained Amount: Retention by the Issuer. |
| 2 | Security Trustee and Trustee: Payments due to the Security Trustee and Trustee. |
| 3 | Principal Paying Agent and Registrar: Payments due to these agents. |
| 4 | Third Party Creditors: Payments up to £20,000 and corporation tax liabilities. |
| 5 | Transaction Parties: Payments to the Cash Manager, Servicer, and others. |
| 6 | Swap Counterparty: Payments due to the Swap Counterparty. |
| 7 | Class A Interest: Payments to Class A Noteholders. |
| 8 | Class A Liquidity Reserve Ledger: Replenishment or repayment. |
| 9 | Class A Principal Deficiency Ledger: Reduction of debits. |
| 10 | Class B Interest: Payments to Class B Noteholders. |
| 11 | Class B Liquidity Reserve Ledger: Replenishment or repayment. |
| 12 | Class B Principal Deficiency Ledger: Reduction of debits. |
| 13 | Class C Interest: Payments to Class C Noteholders. |
| 14 | Class C Liquidity Reserve Ledger: Replenishment or repayment. |
| 15 | Class C Principal Deficiency Ledger: Reduction of debits. |
| 16 | Class D Interest: Payments to Class D Noteholders. |
| 17 | Class D Liquidity Reserve Ledger: Replenishment or repayment. |
| 18 | Class D Principal Deficiency Ledger: Reduction of debits. |
| 19 | Class E Interest: Payments to Class E Noteholders. |
| 20 | Class E Liquidity Reserve Ledger: Replenishment or repayment. |
| 21 | Class E Principal Deficiency Ledger: Reduction of debits. |
| 22 | Class S Principal Deficiency Ledger: Reduction of debits. |
| 23 | Class S Interest: Payments to Class S Noteholders. |
| 24 | Swap Counterparty Subordinated Amounts: Payments due. |
| 25 | Other Amounts Due: Payments under Transaction Documents. |
| 26 | Liquidity Reserve Loan and Issuer Expenses Loan Interest: Payments due. |
| 27 | Issuer Expenses Loan Principal: Payments due. |
| 28 | Liquidity Reserve Loan Principal: Payments due. |
| 29 | Deferred Purchase Price: Remaining funds to the Seller. |
Principal Priority of Payments
| Order | Description |
|---|---|
| 1 | Remaining Interest Collections Shortfall: Application as Available Interest Collections. |
| 2 | Class A Principal: Payments to Class A Noteholders. |
| 3 | Class B Principal: Payments to Class B Noteholders. |
| 4 | Class C Principal: Payments to Class C Noteholders. |
| 5 | Class D Principal: Payments to Class D Noteholders. |
| 6 | Class E Principal: Payments to Class E Noteholders. |
| 7 | Class S Principal: Payments to Class S Noteholders. |
| 8 | Available Interest Collections: Application of remaining amounts. |
Accelerated Priority of Payments
| Order | Description |
|---|---|
| 1 | Amounts due to Security Trustee and Trustee. |
| 2 | Retained Amount: Retention by the Issuer. |
| 3 | Amounts due to Principal Paying Agent and Registrar. |
| 4 | Amounts due to third parties: Payments up to £20,000. |
| 5 | Amounts due to Transaction Parties. |
| 6 | Amounts due to Swap Counterparty. |
| 7 | Class A Interest and Principal. |
| 8 | Class B Interest and Principal. |
| 9 | Class C Interest and Principal. |
| 10 | Class D Interest and Principal. |
| 11 | Class E Interest and Principal. |
| 12 | Class S Interest and Principal. |
| 13 | Swap Counterparty Subordinated Amounts. |
| 14 | Other amounts due by Issuer. |
| 15 | Liquidity Reserve Loan and Issuer Expenses Loan Interest. |
| 16 | Liquidity Reserve Loan and Issuer Expenses Loan Principal. |
| 17 | Deferred Purchase Price. |
Pre-Enforcement Priority of Payments
| Order | Description |
|---|---|
| 1 | Retained Amount: Retention by the Issuer. |
| 2 | Security Trustee and Trustee: Payments due to the Security Trustee and Trustee. |
| 3 | Principal Paying Agent and Registrar: Payments due to these agents. |
| 4 | Third Party Creditors: Payments up to £20,000 and corporation tax liabilities. |
| 5 | Transaction Parties: Payments to the Cash Manager, Servicer, and others. |
| 6 | Swap Counterparty: Payments due to the Swap Counterparty. |
| 7 | Class A Interest: Payments to Class A Noteholders. |
| 8 | Class A Liquidity Reserve Ledger: Replenishment or repayment. |
| 9 | Class A Principal Deficiency Ledger: Reduction of debits. |
| 10 | Class B Interest: Payments to Class B Noteholders. |
| 11 | Class B Liquidity Reserve Ledger: Replenishment or repayment. |
| 12 | Class B Principal Deficiency Ledger: Reduction of debits. |
| 13 | Class C Interest: Payments to Class C Noteholders. |
| 14 | Class C Liquidity Reserve Ledger: Replenishment or repayment. |
| 15 | Class C Principal Deficiency Ledger: Reduction of debits. |
| 16 | Class D Interest: Payments to Class D Noteholders. |
| 17 | Class D Liquidity Reserve Ledger: Replenishment or repayment. |
| 18 | Class D Principal Deficiency Ledger: Reduction of debits. |
| 19 | Class E Interest: Payments to Class E Noteholders. |
| 20 | Class E Liquidity Reserve Ledger: Replenishment or repayment. |
| 21 | Class E Principal Deficiency Ledger: Reduction of debits. |
| 22 | Class S Principal Deficiency Ledger: Reduction of debits. |
| 23 | Class S Interest: Payments to Class S Noteholders. |
| 24 | Swap Counterparty Subordinated Amounts: Payments due. |
| 25 | Other Amounts Due: Payments under Transaction Documents. |
| 26 | Liquidity Reserve Loan and Issuer Expenses Loan Interest: Payments due. |
| 27 | Issuer Expenses Loan Principal: Payments due. |
| 28 | Liquidity Reserve Loan Principal: Payments due. |
| 29 | Deferred Purchase Price: Remaining funds to the Seller. |
Post-Enforcement Payment Model
| Order | Description |
|---|---|
| 1 | Amounts due to Security Trustee and Trustee. |
| 2 | Retained Amount: Retention by the Issuer. |
| 3 | Amounts due to Principal Paying Agent and Registrar. |
| 4 | Amounts due to third parties: Payments up to £20,000. |
| 5 | Amounts due to Transaction Parties. |
| 6 | Amounts due to Swap Counterparty. |
| 7 | Class A Interest and Principal. |
| 8 | Class B Interest and Principal. |
| 9 | Class C Interest and Principal. |
| 10 | Class D Interest and Principal. |
| 11 | Class E Interest and Principal. |
| 12 | Class S Interest and Principal. |
| 13 | Swap Counterparty Subordinated Amounts. |
| 14 | Other amounts due by Issuer. |
| 15 | Liquidity Reserve Loan and Issuer Expenses Loan Interest. |
| 16 | Liquidity Reserve Loan and Issuer Expenses Loan Principal. |
| 17 | Deferred Purchase Price. |
Underlying Assets, Security, and Redemption Provisions
Underlying Assets
- Asset Type: Personal Contract Purchase (PCP) agreements
- Originator: Black Horse Limited
- Structure: Payments of principal and interest, including monthly payments and a "balloon" payment
Security for the Notes
- Security Instrument: Deed of charge
- Assets Secured: All assets, receivables, and ancillary rights
- Security Trustee: Assigned to secure obligations under transaction documents
Denomination and Form
- Form: Registered
- Denominations: £100,000 and multiples of £1,000 above £100,000, up to £199,000
- Representation: Global Note
- Definitive Notes: Not issued above £199,000
Interest
- Payment Date: 21st of each month or next business day
- First Payment Date: March 2022
- Class A Notes Rate: Fixed at 1.20%
- Other Classes Rate: Compounded Daily SONIA with varying margins
Redemption Provisions
| Provision Type | Details |
|---|---|
| Final Redemption | Redeemed at Principal Amount Outstanding with accrued interest on Final Legal Maturity Date unless previously redeemed and cancelled |
| Early Redemption | Possible due to taxation changes or mandatory conditions; Issuer must inform Trustee and explore alternatives |
| Post-Enforcement Interest | Unpaid interest accrues at applicable rate until paid |
Benchmark
- Benchmark Used: Compounded Daily SONIA (Sterling Overnight Index Average) for interest calculation, except Class A Notes
Fund Reserve
Liquidity Reserve Fund
- Establishment Date: Closing Date
- Funding Source: Proceeds of the Liquidity Reserve Loan
- Purpose: Cover interest shortfalls
- Replenishment: On each Payment Date up to required amounts for each class
- Priority: Subject to the Interest Priority of Payments
Liquidity Reserve Fund Ledgers
| Class of Notes | Initial Funding (% of Principal Amount Outstanding) |
|---|---|
| Class A | 0.75% |
| Class B | 0.75% |
| Class C | 0.75% |
| Class D | 0.75% |
| Class E | 0.75% |
Liquidity Reserve Account
- Holds: Liquidity Reserve Fund
- Operations: Credited up to required amounts for each class, debited as necessary
Swap Collateral Account
- Function: Part of reserve structure
- Purpose: Manage swap-related cashflows
- Operation: Under specific agreements
Risk Retention and Credit Enhancements
Risk Retention in the UK
- Legal Requirements:
- The UK Securitisation Regulation mandates that the Seller, as the "originator," retains a material net economic interest of not less than 5% in the securitisation.
- Compliance with transparency requirements by including information about the retained risk in investor reports as per Article 7(1)(e).
- Contractual Undertakings:
- The Seller undertakes not to change the manner of retaining the economic interest or to sell, hedge, or mitigate the credit risk of the retained interest, except as permitted by the regulation.
- Risk Retention Modality: Retention of a material net economic interest, specifically not less than 5%.
Risk Retention in the EU
- Legal Requirements:
- Under the EU Securitisation Regulation, the Seller, as the "originator," is required to retain a material net economic interest of not less than 5% in the securitisation.
- Compliance with transparency requirements by including information about the retained risk in investor reports as per Article 7(1)(e).
- Contractual Undertakings:
- The Seller undertakes not to change the manner of retaining the economic interest or to sell, hedge, or mitigate the credit risk of the retained interest, except as permitted by the regulation.
- Risk Retention Modality: Retention of a material net economic interest, specifically not less than 5%.
Credit Enhancements
| Type | Details |
|---|---|
| Subordination | Hierarchy in the payment of interest and principal among different classes of notes, starting with the most senior class (Class A) and moving down to junior classes (Class B, C, D, E, and S). |
| Excess Spread | On each payment date, excess available interest collections are used to cover deficiencies in the principal deficiency ledger for each class of rated notes, then distributed to various parties, including Class S Noteholders and the Swap Counterparty. |
Impact of Credit Enhancements on Cash Flow
- Subordination: Prioritizes payments to senior notes first, reducing the risk of cash shortfalls for senior noteholders and enhancing their security.
- Excess Spread: Acts as a buffer by using remaining interest collections to cover deficiencies in principal for each class of notes, maintaining cash flow stability.
Legal, Regulatory and Tax Implications
Key Legal and Regulatory Factors
| Factor | Description |
|---|---|
| Consumer Credit Act 1974 (CCA) | Regulates Receivable Agreements, allowing customers to terminate or settle early, potentially affecting cash flows and leading to early redemption of Notes. |
| Swap Agreement Tax Withholding | If required, withholding taxes by the Swap Counterparty may reduce payments to the Issuer, impacting cash flows for Noteholders. |
| Securitisation Regulations | EU and UK regulations impose risk retention and transparency requirements; non-compliance could increase risk weights or capital charges, affecting demand and liquidity for the Notes. |
| US Risk Retention Rules | Require retention of credit risk by the sponsor; non-compliance could affect market value and liquidity of the Notes. |
| Volcker Rule | Restricts banking entities from certain trading activities, potentially impacting the market for the Notes. |
Compliance Requirements Impacting Cash Flow
| Requirement | Impact |
|---|---|
| Priority of Payments | Payments are made in a specific order, affecting cash flow distribution by prioritizing senior obligations. |
| Liquidity Reserve Fund | Ensures liquidity for interest payments, providing a buffer and affecting cash flow by replenishing on each Payment Date. |
| Interest Accrual and Payment | Interest accrues at specified rates and is paid from Available Interest Collections; insufficient collections can defer interest, impacting cash flow timing. |
| Principal Payments | Paid sequentially, starting with the most senior class, affecting cash flow by prioritizing senior note repayment. |
Tax Considerations
| Consideration | Impact |
|---|---|
| Withholding Tax | Payments are made without withholding taxes unless required; if withholding is required, the Issuer is not obliged to make additional payments, potentially reducing cash flows. |
| Tax Event | If a tax event occurs, leading to insufficient amounts or requiring withholding, payments are reduced proportionately, impacting cash flows. |
| Optional Early Redemption for Taxation | If law changes require withholding or tax accounting, the Issuer may redeem all Notes early, affecting cash flow timing and amount. |
Jurisdictional Tax Differences
| Difference | Implication |
|---|---|
| Withholding Tax | Payments are made without withholding taxes unless required; potential reduction in cash flows if withholding is imposed. |
| Optional Early Redemption for Taxation | Triggered by tax law changes, potentially affecting cash flow timing and amount due to early redemption. |
Secondary Market Information
Liquidity and Trading Risks
- Liquidity Risks: Subject to risks and uncertainties due to global financial market disruptions.
- Volatility Factors: Influenced by sovereign debt levels in Europe.
- Market Value Impact: Lack of liquidity could adversely affect market value and resellability.
- Listing Application: Application made to list Rated Notes on the London Stock Exchange.
- Secondary Market Status: Currently, no secondary market exists for the Notes.
- Resale Limitations: Absence of a secondary market could limit resale ability and affect selling price.
- Potential Market Development: Even if developed, may not be sufficiently liquid.
Trading Volumes and Bid-Ask Spreads
| Aspect | Details |
|---|---|
| Expected Trading Volumes | Not specified |
| Bid-Ask Spreads | Not specified |
| Current Market Status | No secondary market for Rated Notes or Class S Notes |
| Impact on Trading | Lack of market could influence trading volumes and spreads indirectly |
© 2025 EaglEyes AI - All Rights Reserved
© 2025 Company Name - All Rights Reserved