RCB 3.5 Other notifications
Notifications of change of owner
Regulation 25 of the RCB Regulations (change of owner) sets out the procedures which apply where a regulated covered bond has been issued and the owner of the relevant asset pool proposes to transfer ownership to another person.
If an owner proposes to transfer the asset pool to a new owner it must provide the FCA as a minimum with the following information in writing at least three months before the proposed transfer date:
- (1)
name, address and contact details of the proposed new owner;
- (2)
proposed transfer date and reasons for the transfer;
- (3)
an explanation of how the proposed new owner will comply with the requirements imposed on it by the RCB Regulations and RCB; and
- (4)
confirmation that the existing owner and the proposed new owner have obtained appropriate advice in relation to the proposed transfer, and details of such advice.
Notifications of material changes
Regulation 20 of the RCB Regulations (material changes to the regulated covered bond) sets out the procedures which apply where an issuer proposes to make a material change to the contractual terms of the bond.
If an issuer proposes to make a material change to the contractual terms of a regulated covered bond, it must inform the FCA of the following information to the FCA at least 3 months before the proposed date of the change:
- (1)
details of the proposed change including proposed date of change and the reasons for it;
- (2)
an assessment of the impact of the change on the ability of the issuer and owner to continue to comply with their requirements under the RCB Regulations and RCB; and
- (3)
confirmation that the issuer has obtained appropriate advice in relation to the proposed change and details of such advice.
Notifications to the FCA if asset pool is not capable or not likely to be capable of covering claims and of other matters
The issuer or the owner, as the case may be, must notify the FCA immediately, in writing by e-mail or hand-delivered letter, if Regulation 18(2), or 24(1)(c) of the RCB Regulations (obligation to inform FCA if asset pool not capable, or not likely to be capable of covering claims) is triggered.
The issuer or the owner, as the case may be, must notify the FCA immediately in writing by e-mail, or hand-delivered letter, if requirements relating to the relevant regulated covered bond under the RCB Regulations or RCB are, or are likely to be, materially breached, or of any other matter which the FCA should be made aware of.
Notification of cancellation
1The issuer must notify the FCA if it proposes to cancel in full or in part a regulated covered bond or programme at least 3 business days before the cancellation will take effect.
1The issuer must send to the FCA the information in the form set out in RCB 3 Annex 6 D and an updated asset and liability profile form (RCB 3 Annex 3 D) on the date of cancellation of the regulated covered bond or programme.
Publication of asset pool information and transaction documents
1The issuer must publish the asset notification form sent to the FCA under RCB 3.3.1 D.
1The issuer must publish the information relating to the individual loan assets in the asset pool in the form set out in RCB 3 Annex 7A D (loan level disclosure) within one month of the end of each quarter following any issuance of regulated covered bonds after 1 January 2013.
1The issuer must publish the transaction documents (excluding legal opinions) relating to the regulated covered bond or programme.
1The publication of the information and documents required under RCB 3.5.11 D, RCB 3.5.12 D and RCB 3.5.13 D should be made on a subscription-only, secure, password-protected website. This website should also contain a link to the latest published prospectus relating to the relevant regulated covered bond or programme.
- (1)
1The transaction documents published under RCB 3.5.13 D should include the asset sale agreement, the servicing agreements, the administration and cash management agreements, the trust deed, the security deed, the agency agreements, the account bank agreement, the guaranteed investment contract, the master definitions agreement, intercompany loan agreements, the LLP deed, the asset monitor agreement, the swap documentation, the final terms of the regulated covered bonds or equivalent issuance documents setting out the terms of the regulated covered bonds and, if applicable, liquidity facility agreements.
- (2)
1Where the transaction documents contain sensitive commercial terms (such as the up-front costs associated with a swap), the issuer may redact these terms for the purposes of publication, provided the relevant transaction documents are non-public and the relevant redacted terms refer to sunk costs which do not impact the transaction cash flows.
1If the issuer is in insolvency, the owner must publish the information set out at RCB 3.5.11 D and RCB 3.5.12 D in accordance with those directions.