NOT FOR
RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON
LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS UNLAWFUL TO
RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT. THIS NOTICE OR THE
ELECTRONIC TRANSMISSION THEREOF DOES NOT CONSTITUTE OR FORM PART
OF, AND SHOULD NOT BE CONSTRUED AS, AN OFFER FOR SALE, EXCHANGE OR
SUBSCRIPTION OF, OR A SOLICITATION OF ANY OFFER TO BUY, EXCHANGE OR
SUBSCRIBE FOR, ANY SECURITIES OF THE ISSUER OR ANY OTHER ENTITY IN
ANY JURISDICTION.
This Notice
contains important information of interest to the registered and
beneficial owners of the Notes (as defined below). If applicable,
all depositaries, custodians and other intermediaries receiving
this Notice are requested to pass this Notice to such beneficial
owners in a timely manner. If you have recently sold or otherwise
transferred your entire holding(s) of Notes referred to below, you
should immediately forward this Notice to the purchaser or
transferee or to the stockbroker, bank or other agent through whom
the sale or transfer was effected for transmission to the purchaser
or transferee.
This Notice is
addressed only to holders of the Notes (as defined below) and
persons to whom it may otherwise be lawful to distribute it
("relevant persons"). It is directed only at relevant persons and
must not be acted on or relied on by persons who are not relevant
persons. Any investment or investment activity to which this Notice
relates is available only to relevant persons and will be engaged
in only with relevant persons. If you are in any doubt as to the
action you should take, you are recommended to seek your own
financial and legal advice, including in respect of any tax
consequences, immediately from your stockbroker, bank manager,
solicitor, accountant or other financial, tax or legal adviser
authorised under the Financial Services and Markets Act 2000, as
amended (if you are in the United Kingdom), or from another
appropriately authorised independent financial adviser and such
other professional advice from your own professional advisers as
you deem necessary.
CARDIFF AUTO RECEIVABLES SECURITISATION
2022-1 PLC
(incorporated
in England and Wales with limited liability, registered number
13436293)
(the "Issuer")
NOTICE
to the holders
of
the £65,575,000 Class B Asset-Backed Floating Rate
Notes due October 2028 (the "Class B Notes") (ISIN: XS2435092387,
Common Code: 243509238),
the £32,025,000 Class C Asset-Backed Floating Rate
Notes due October 2028 (the "Class C Notes") (ISIN: XS2435092627,
Common Code: 243509262),
the £30,500,000 Class D Asset-Backed Floating Rate
Notes due October 2028 (the "Class D Notes") (ISIN: XS2435093278,
Common Code: 243509327),
the £21,350,000 Class E Asset-Backed Floating Rate
Notes due October 2028 (the "Class E Notes") (ISIN: XS2435093518,
Common Code: 243509351), and
the £45,750,000 Class S Asset-Backed Fixed Rate
Notes due October
2028 (the "Class S
Notes" and, together with the Class B Notes, Class C Notes,
Class D Notes and Class E Notes, the "Notes")
of the Issuer
outstanding
We refer to the trust deed between the Issuer
and U.S. Bank Trustees Limited, as trustee for the Noteholders (the
"Trustee"), dated 11
February 2022 (the "Trust
Deed") pursuant to which the Notes were constituted, and the
terms and conditions of the Notes. Capitalised terms used but not
defined in this notice have the meanings given to them in the
master framework agreement dated 11 February 2022 and made between,
among others, the Issuer and the Trustee.
We hereby give irrevocable notice to the
Noteholders that, on the Payment Date falling in August 2024 (which
is expected to be 21 August 2024) (the "Call Date"), being the Payment Date on
which the Seller will exercise its option to purchase all of the
Purchased Receivables under clause 7.7 (Clean-up call) of the Receivables Sale
Deed, the Issuer will exercise its option pursuant to Condition
5(d) (Clean-Up Call) to
redeem all of the Notes at their aggregate Principal Amount
Outstanding, together with any interest accrued up to but excluding
the Call Date.
This notice is given
on 31 July 2024 by
Cardiff Auto Receivables
Securitisation 2022-1 plc as Issuer
1 Bartholomew Lane
London EC2N 2AX
United Kingdom