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Bavarian Sky UK 1 plc: 21 November 2017


This will be the first public securitisation by BMW Financial Services (GB) Limited of UK-originated assets. The transaction is backed by a portfolio of hire purchase receivables originated pursuant to PCP Agreements in relation to certain passenger cars, light commercial vehicles or motorcycles and certain other collateral more specifically described in the prospectus.

BMW Financial Services (GB) Limited is a financial services company that has been part of the BMW Group since 1992. The BMW Group is a leading provider of premium products and premium services for individual mobility. It is a maker of premium brand cars and motorcycles worldwide, and owns the premium brands "BMW", "MINI "and "Rolls-Royce". The company's principal strategic role within the BMW Group is to enable customers in the UK to engage with BMW Group's products and services relating to individual mobility through the provision of financial products and services to retail and wholesale customers.

Eligibility criteria (includes): the receivable is denominated and payable in Sterling; in respect of a Purchased Receivable, the Related Underlying Agreement has a fixed interest rate and is fully amortising through payments of constant monthly instalments; the relevant Receivable is existing and assignable and can be transferred by way of assignment (or in the case of the Scottish Receivables, under the Scottish Declaration of Trust) without the consent of the related Customer; the Underlying Agreement under which the relevant Receivable arises has a maximum remaining term of sixty months; at least one due Instalment has been fully paid under the relevant Underlying Agreement in respect of the relevant Receivable; the relevant Underlying Agreement is subject to, and governed by, the laws of England and Wales or Scotland.

At the cut-off date (31 October 2017) the provisional portfolio consisted of 30,116 PCP contracts, where the average current discounted balance is £17,758 and the largest is £99,386. The portfolio is highly granular, with the top 20 obligors accounting for just 0.33% (of aggregated discounted balances). Car type (by discounted balance): New – 70.0%, Used – 30.0%. Customer type: Individual – 100.0%. The WA seasoning is 15.49 months. Regional distribution (by discounted balance): South East England – 16.88%, Scotland – 13.61%, North West – 12.54% and East of England – 9.98%.

Significant Investor: The Seller will purchase and retain all Class B Notes for the life of the Transaction in order to comply with the Risk Retention Rules.

CRR 405: BMW Financial Services (GB) Limited, in its capacity as Seller and as Subordinated Lender, will retain for the life of the transaction a material net economic interest of not less than 5% in the Transaction in accordance with Article 405 paragraph (1)(d) of the CRR, Article 51 paragraph (1)(d) of Section 5 of Chapter III of the AIFMR and Article 254 paragraph (2)(d) of the Solvency II Implementing Regulation. The Seller will (i) retain, on an ongoing basis until the earlier of the redemption of the Class A Notes in full and the Legal Final Maturity Date, the Class B Notes and (ii) retain, in its capacity as Subordinated Lender, on an ongoing basis until the earlier of the redemption of the Notes in full and the Legal Final Maturity Date, a first loss tranche constituted by the claim for repayment of a loan advance in an initial principal amount of £4,300,000 made available by the Subordinated Lender to the Issuer under the Subordinated Loan Agreement as of the Issue Date so that the sum of the aggregate principal amount of the Retained Class B Notes and the principal amount of the Subordinated Loan is equal to at least 5% of the nominal amount of the "securitised exposures" as of the Issue Date.

U.S. Risk Retention Rules: The Seller, as the sponsor under the U.S. Risk Retention Rules, does not intend to retain at least 5% of the credit risk of the Notes for purposes of the U.S. Risk Retention Rules, 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.

PROHIBITION OF SALES TO EEA RETAIL INVESTORS: The Notes are not intended, from 1 January 2018, to be offered, sold or otherwise made available to and, with effect from such date, should not be offered, sold or otherwise made available to any retail investor in the European Economic Area.

Compare/contrast: Bavarian Sky S.A German Auto Loans (Compartment 7), Auto ABS UK Loans 2017 plc