Pepper Iberia Unsecured 2019: 12 October 2019

A stand-alone issue, where the Issuer will make payments on the Notes from collections made in respect of a portfolio comprising unsecured consumer loans originated by Pepper Finance Corporation, S.L.U. in Spain.

Pepper Finance is the financial branch of Pepper Assets Services, S.L.U. Pepper Finance has been increasingly active in the point of sale and personal loans market in Spain (currently being a top five player in the non-captive Point of Sale market). Pepper Finance has more than five years of experience in the origination and underwriting of unsecured personal loans similar to those included in the Securitised Portfolio.

The receivables within the Securitised Portfolio will consist of Spanish consumer loans being: (a) point of sale loans originated by the Transferor for the purposes of financing the purchase by the relevant Obligor of a specific product or service from a supplier and (b) consumer loans originated by the Transferor for the purposes of financing general needs of the relevant Obligor (but not linked to a specific product or service): (i) advanced under an existing Point of Sale Loan or PIL Loan of that Obligor and which is used only in part to refinance in full all outstanding amounts under such existing Point of Sale Loan or PIL Loan; or (ii) to whom the Transferor has not previously granted a Point of Sale Loan or a PIL Loan in the past.

EU Risk Retention: The Transferor will retain a material net economic interest of at least 5% in the securitisation in accordance with the text of Article 6(3)(d) of Regulation (EU) 2017/2402. As at the Closing Date, such interest will be comprised of an interest in the first loss tranche.

US Risk Retention: The transaction is not intended to involve the retention by a sponsor of at least 5% of the credit risk of the securitised assets for purposes of compliance with the final rules promulgated under Section 15G of the Securities Exchange Act of 1934, but rather intends to rely on an exemption provided for in Section 20 of the U.S. Risk Retention Rules regarding non-U.S. transactions.

STS: The securitisation is intended to qualify as an STS securitisation within the meaning of Article 18 of the EU Securitisation Regulation. The Transferor, as originator, has given a notification to ESMA that the securitisation transaction described in the Prospectus meets, on the date of the Prospectus, the requirements of Articles 19 to 22 of the EU Securitisation Regulation.