This statement sets out how the Prudential Regulation Authority (PRA) and Financial Conduct Authority (FCA) propose to direct the manner in which firms must make information regarding ‘private’ securitisations available to their UK competent authorities. This direction is intended to apply to all UK established originators, sponsors and securitisation special purpose entities (SSPEs) from Tuesday 15 January 2019.
1. Regulation (EU) No 2017/2402 of the European Parliament and of the Council of 12 December 2017 (the Securitisation Regulation) requires the originator, sponsor and SSPE of a securitisation to make certain information and documentation available to: holders of a securitisation position, competent authorities designated as responsible for the supervision of those entities under Article 29 of the Securitisation Regulation, and (upon request) potential investors.
2. Where a prospectus has been drawn up in compliance with Directive 2003/71/EC (the Prospectus Directive), information on a securitisation shall be made available by means of a securitisation repository, subject to paragraph 4 of Article 7(2) of the Securitisation Regulation. However, the regulation does not specify how to make information available for a securitisation where no prospectus has to be drawn up in compliance with the Prospectus Directive (a ‘private securitisation’).
3. The Securitisation Regulations 2018, made in December 2018, grant the PRA and FCA a power to direct the manner in which the originator, sponsor or SSPE of a private securitisation established in the UK must make information available to the PRA or FCA, as the case may be, under Article 7(1)(a) to (g) of the Securitisation Regulation.
4. The PRA and FCA intend to exercise this power on Tuesday 15 January 2019 to direct – with effect from that date – that only a summary of the relevant information be notified to the relevant UK competent authority. The full set of information shall remain available to each competent authority ‘on request’.
5. The PRA and FCA intend to direct that notifications be provided with the following frequency:
1) For non-Asset Backed Commercial Paper (non-ABCP) securitisation, upon each issuance of securities from Tuesday 1 January 2019, or for non-ABCP securitisations which do not involve the issuance of securities, upon the creation of each new securitisation position from Tuesday 1 January 2019.
2) For ABCP securitisation, upon the first issuance of securities at the programme level from Tuesday 1 January 2019, and subsequently upon the first issuance of securities at the programme level following the inclusion of a new seller within the programme.
3) For both non-ABCP and ABCP securitisations, upon any information being made available to holders of a securitisation position under Article 7(1)(f) or (g) of the Securitisation Regulation.
6. The PRA and FCA intend to direct that where at least one of the originator, sponsor or SSPE of a securitisation is established in the UK, that entity shall, either directly or through the entity it has designated under subparagraph 1 of Article 7(2) Securitisation Regulation, send the completed notification form (specified in paragraph 8) to:
(i) The PRA at [email protected] where at least one of the originator, sponsor or SSPE is a PRA-authorised firm
(ii) The FCA at [email protected] where at least one of the originator, sponsor or SSPE is established in the UK but is neither a PRA-authorised firm nor an occupational pension scheme as defined in section 1(1) of the Pension Schemes Act 1993 or
(iii) The PRA at [email protected] and the FCA at [email protected] where a securitisation involves at least one entity referenced in (i) and at least one entity referenced in (ii)
7. Where a notification is required in respect of paragraph 5(3) above, the PRA and FCA intend to direct that a copy of such notification be sent to the firm’s usual supervisory contact(s).
8. The annex to this statement sets out the proposed template to be used for the purpose of notifying the PRA and FCA.
9. If a firm wishes to raise concerns regarding the approach described in this statement, it should contact both [email protected] and [email protected] by Friday 11 January 2019.
Annex – FCA-PRA private securitisation notification template is available here.