Free Writing Prospectus
Filed under Rule 433
Registration Statement Nos. 333-136826
333-136826-01
333-136826-02
Turquoise Card Backed Securities PLC
Issue of $440,000,000 principal amount of Series 2007-1, Class A Notes
$27,500,000 principal amount of Series 2007-1, Class B Notes
$32,500,000 principal amount of Series 2007-1, Class C Notes
under the $10,000,000,000 Turquoise Card Backed Securities Medium Term Note Programme
of which $3,000,000,000 has been registered with the United States
Securities and Exchange Commission (the ‘‘SEC’’)
(ultimately backed by trust property in the Turquoise Receivables Trust)
(the ‘‘Notes’’)
The depositor, Turquoise Funding 1 Limited, (the ‘‘Depositor’’), has filed a registration statement (including a prospectus), Registration Nos. 333-136826, 333-136826-01, and 333-136826-02 (the ‘‘Registration Statement’’), with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that Registration Statement and other documents the Depositor has filed with the SEC for more complete information about the Depositor, the issuing entity and this offering. You may obtain these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the Depositor, the arranger or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll-free 1-866-811-8049 or by emailing Edward O’Toole at edward.o’toole@us.hsbc.com.
The following terms of the Notes and the related transaction documents have been determined:
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| Issuer | | | Turquoise Card Backed Securities plc |
| The Issuer will issue: | | | Class A Notes | | | Class B Notes | | | Class C Notes |
| Principal Amount : | | | $440,000,000 | | | $27,500,000 | | | $32,500,000 |
| Interest Rate: | | | 1 month LIBOR + 0.04% | | | 5.53% | | | 1 month LIBOR + 0.37% |
| Interest Payment Dates: | | | On the 15th day of each month, in each case subject to adjustment for non-Business Days. The first interest payment date will be 15 August 2007. | | | On the 15th day of each month, in each case subject to adjustment for non-Business Days. The first interest payment date will be 15 August 2007. | | | On the 15th day of each month, in each case subject to adjustment for non-Business Days. The first interest payment date will be 15 August 2007. |
| Scheduled Redemption Date: | | | 15 June 2010 | | | 15 June 2010 | | | 15 June 2010 |
| Final Redemption Date: | | | 15 June 2012 | | | 15 June 2012 | | | 15 June 2012 |
| Price to public: | | | $440,000,000 (or 100%) | | | $27,494,687 (or 99.98068%) | | | $32,500,000 (or 100%) |
| Underwriting fee: | | | $770,000 (or 0.175%) | | | $56,375 (or 0.205%) | | | $98,313 (or 0.3025%) |
| Proceeds to Sponsor: | | | $440,000,000 (or 100%) | | | $27,494,687 (or 99.98068%) | | | $32,500,000 (or 100%) |
| Initial Principal Balance: | | | $440,000,000 | | | $27,500,000 | | | $32,500,000 |
| Initial Principal Balance — % of Total | | | 88% | | | 5.5% | | | 6.5% |
| Anticipated Ratings: | | | Aaa/AAA | | | A1/A | | | Baa2/BBB |
| Rating Agencies: | | | Moody’s/Standard & Poor’s | | | Moody’s/Standard & Poor’s | | | Moody’s/Standard & Poor’s |
| Issue Date: | | | 28 June 2007 | | | 28 June 2007 | | | 28 June 2007 |
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| Issuer | | | Turquoise Card Backed Securities plc |
| Issue Price: | | | 100% | | | 99.98068% | | | 100% |
| Net Proceeds: | | | $440,000,000 | | | $27,494,687 | | | $32,500,000 |
| Specified Currency: | | | The Class A Notes are to be denominated in U.S. Dollars | | | The Class B Notes are to be denominated in U.S. Dollars | | | The Class C Notes are to be denominated in U.S. Dollars |
| Minimum Denomination: | | | $100,000 | | | $100,000 | | | $100,000 |
| Specified Denomination(s): | | | $100,000 and amounts in excess thereof which are integral multiples of $10,000 | | | $100,000 and amounts in excess thereof which are integral multiples of $10,000 | | | $100,000 and amounts in excess thereof which are integral multiples of $10,000 |
| Fixed or Floating Designation: | | | Floating | | | Fixed | | | Floating |
| External Credit Enhancement: | | | None | | | None | | | None |
| Initial Rate (if applicable): | | | N/A | | | N/A | | | N/A |
| Margin: | | | 0.04% | | | N/A | | | 0.37% |
| LIBOR: | | | 1 month | | | N/A | | | 1 month |
| LIBOR (in the case of the first interest period): | | | A rate created by linear interpolation of one-month LIBOR and two-month LIBOR | | | N/A | | | A rate created by linear interpolation of one- month LIBOR and two- month LIBOR |
| Day Count Fraction(s): | | | Actual/360 | | | 30/360 | | | Actual/360 |
| Interest Commencement Date: | | | 28 June 2007 | | | 28 June 2007 | | | 28 June 2007 |
| Interest Rate Calculations: | | | Condition 7(b) | | | Condition 7(h) | | | Condition 7(b) |
| Listing: | | | London | | | London | | | London |
| Additional Business Centre: | | | London, New York, NY, Jersey Channel Islands | | | London, New York, NY, Jersey Channel Islands | | | London, New York, NY, Jersey Channel Islands |
| Additional Financial Centre: | | | London, New York, NY, Jersey Channel Islands | | | London, New York, NY, Jersey Channel Islands | | | London, New York, NY, Jersey Channel Islands |
| Expenses Loan Amount: | | | £1,019,000 | | | |
| Swap Counterparty: | | | HSBC USA Inc. | | | HSBC USA Inc. | | | HSBC USA Inc. |
| Subordination: | | | Class B Notes and Class C Notes | | | Class C Notes | | | N/A |
| Clearing and Settlement: | | | DTC | | | DTC | | | DTC |
| Business Day Convention: | | | Modified Following Business Day Convention (as defined in Condition 2) | | | Modified Following Business Day Convention (as defined in Condition 2) | | | Modified Following Business Day Convention (as defined in Condition 2) |
| Estimated total expenses related to admission to trading: | | | £100 for Class A Notes tranche | | | £100 for Class B Notes tranche | | | £100 for Class C Notes tranche |
| ERISA Eligibility: | | | Yes | | | Yes | | | Yes |
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Loan Note Supporting Series
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| Designation for the purposes of the Security Trust Deed: | | Series 2007-1 |
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| Issuance Date: | | 28 June 2007 |
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| Initial Principal Amount: | | £250,941,029 |
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| Loan Note Interest Payment Date: | | On the 15th day of each month, in each case subject to adjustment for non-Business Days. |
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| Loan Note First Interest Payment Date: | | The first interest payment date will be 15 August 2007. |
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| Loan Note Interest Period: | | One month, providing that the first Loan Note Interest Period shall start on 28 June 2007 and shall end of 15 August 2007. |
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| Required Reserve Amount: | | £1,104,140.53 |
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| Series Scheduled Redemption Date: | | 15 June 2010 |
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| Series Termination Date: | | 15 June 2012 |
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Additional Early Redemption
Events: | | None |
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| Initial Investor Interest: | | £250,941,029 |
| | |
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| Class A Initial Investor Interest: | | £220,825,105 |
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| Class B Initial Investor Interest: | | £13,801,757 |
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| Class C Initial Investor Interest: | | £16,311,167 |
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Series Investor Interest Supporting Loan Note
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| Designation for the purposes of the Receivables Trust Deed Supplement: | | Series 2007-1 |
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| Issuance Date: | | 28 June 2007 |
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| Initial Principal Amount: | | £250,941,029 |
| | |
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| First Interest Payment Date: | | 15 August 2007 |
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| Class A LN Rate: | | One month GBP LIBOR + 0.0669% |
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| Class B LN Rate: | | One month GBP LIBOR + 0.1945% |
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| Class C LN Rate: | | One month GBP LIBOR + 0.4495% |
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| Series Scheduled Redemption Date: | | 15 June 2010 |
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| Controlled Deposit Amount: | | £20,911,752.40 |
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| Series Termination Date: | | 15 June 2012 |
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| Additional Early Redemption Events: | | None |
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| Series Initial Investor Interest: | | £250,941,029 |
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| Controlled Accumulation Period Commencement Date: | | The Controlled Accumulation Period Commencement Date in respect of Series 2007-1 Investor Interest will be the first Business Day of June 2009 provided, however, that if on the first Business Day of the Controlled Accumulation Period, length is determined to be less than 12 months, the Revolving Period may be extended and the start of the Controlled Accumulation Period will be postponed. The Controlled Accumulation Period will, in any event, begin no later than the first Business Day of May 2010. |
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Spread Account Percentage
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| Quarterly Excess Spread Percentage | | | Spread Account Percentage |
| on a given date is: | | | on same date will be: |
| above 4.5 per cent. | | | 0 per cent. |
| above 4.0 per cent. but equal to or below 4.5 per cent. | | | 1.5 per cent. |
| above 3.0 per cent. but equal to or below 4.0 per cent | | | 3.5 per cent. |
| above 2.0 per cent. but equal to or below 3.0 per cent. | | | 4.0 per cent. |
| equal to or below 2.0 per cent. | | | 4.5 per cent. |
| Additional Dealers: HSBC Bank plc, HSBC Securities (USA) Inc., Banc of America Securities LLC and J.P. Morgan Securities Inc. |
| Stabilising Manager: HSBC Bank plc |
| Additional Selling Restrictions: None |
| | | | | | | | | | | | |
| Dealers | | | Principal Amount of Class A Notes Agreed to Purchase | | | Principal Amount of Class B Notes Agreed to Purchase | | | Principal Amount of Class C Notes Agreed to Purchase | | | Aggregate Amount Agreed to Purchase |
| HSBC Bank plc | | | $396,000,000 | | | $27,500,000 | | | $32,500,000 | | | $456,000,000 |
| J.P. Morgan Securities Inc. | | | $22,000,000 | | | $0 | | | $0 | | | $22,000,000 |
Banc of
America Securities LLC | | | $22,000,000 | | | $0 | | | $0 | | | $22,000,000 |
| Total: | | | $440,000,000 | | | $27,500,000 | | | $32,500,000 | | | $500,000,000 |
| Net Proceeds: | | | $440,000,000 | | | $27,494,687 | | | $32,500,000 | | | |
| Gross Proceeds of the Notes: | | | $500,000,000 | | | | | | | | | |
| Estimate of Total Fees and Commissions on the Issue of the Notes: | | | £1,019,000 | | | | | | | | | |
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| SEC Registered Notes | | | Class A Notes | | | Class B Notes | | | Class C Notes |
| ISIN | | | US90042PCC77 | | | US90042PCD50 | | | US90042PCE34 |
| CUSIP | | | 90042PCC7 | | | 90042PCD5 | | | 90042PCE3 |
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