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Marketplace Originated Consumer Assets 2019-1: 18 December 2019

A stand-alone transaction where the Issuer will make payments on the Notes from, among other things, payments of principal and interest on a portfolio of loans advanced by Zopa through the Zopa Platform and sold to London Bay Loans Warehouse 1 Limited (the Seller), which will be purchased by the Issuer (i) on the Closing Date and (ii) subject to the satisfaction of the Additional Loan Conditions, on any Business Day following the Closing Date to (and including) the Final Additional Loan Purchase Date.

A loan sale and purchase agreement (the Warehouse Loan Sale and Purchase Agreement) was entered into by, among others, Zopa and the Seller on 24 December 2018 pursuant to which Zopa makes available to the Seller a specified number of loan applications. Pursuant to the Warehouse Loan Sale and Purchase Agreement, Zopa agreed to allocate to the Seller a certain portion of Loans approved by Zopa in accordance with the Underwriting Guidelines applicable at the time the relevant Loan was approved. All Loans allocated to the Seller by Zopa under the Warehouse Loan Sale and Purchase Agreement were sold to the Seller by Zopa. The acquisition of the Loans by the Seller was financed by the provision by the Retention Holders of subordinated funding (of which 50% was provided by each Retention Holder), as well as senior funding obtained by the Retention Holders for such purpose.

At the cut-off date the Provisional Loan Portfolio is comprised of 32,160 Loan Assets to 32,066 Zopa borrowers and has an aggregate collateral principal balance of £224,675,130. The average outstanding balance is £6,986 and the maximum is £27,780. Borrower concentration: Top 1 – 0.01%, Top 5 – 0.06%, Top 10 – 0.12%. Loan purpose: Debt Consolidation – 32.34%, Vehicles – 27.33%, Other – 22.00%, Home Improvements – 18.32%. The WA seasoning is 4.60 months. Regional distribution: London – 14.66%, North East – 13.34%, North West – 13.17%, South East – 12.61%, Midlands – 12.35% and East Anglia – 9.95%.

EU Risk Retention: M&G Specialty Finance (Luxembourg) No.1 S.à r.l. and Prudential Loan Investments 1 S.à r.l. (each a Retention Holder), jointly acting as “originators” for the purposes of Article 2(3) of the Securitisation Regulation, will, for the life of the transaction, retain a cumulative material net economic interest of not less than 5% in the securitisation in accordance with Article 6(1) of Regulation (EU) No. 2017/2402. As at the Closing Date, such interest will take the form of a first loss tranche, comprising the Class Z Notes, having a Principal Amount Outstanding of not less 5% of the Aggregate Collateral Principal Balance as required by Article 6(1) of the Securitisation Regulation.

US Risk Retention: The transaction is not structured to comply with the U.S. Risk Retention Rules, and no party to the transaction intends to retain 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, as amended.

STS: The transaction is intended to qualify as a simple, transparent and standardised securitisation within the meaning of Article 18 of the Securitisation Regulation.

Compare/contrast: Marketplace Originated Consumer Assets 2017-1, Small Business Origination Loan Trust 2019-3