SECN 6.2 Provision of information to holders of a securitisation position

1The originator, sponsor and SSPE of a securitisation shall, in accordance with SECN 6.3, SECN 11 and SECN 12 make at least the following information available to holders of a securitisation position, to the FCA and, upon request, to potential investors:

1. (1)

   information on the underlying exposures on a quarterly basis, or, in the case of asset backed commercial paper, information on the underlying receivables or credit claims on a monthly basis;

2. (2)

   all underlying documentation essential for the understanding of the transaction, including but not limited to, where applicable, the following documents:

   1. (a)

      the final offering document or the prospectus together with the closing transaction documents, excluding legal opinions;

   2. (b)

      for traditional securitisation, the asset sale agreement, assignment, novation or transfer agreement and any relevant declaration of trust;

   3. (c)

      the derivatives and guarantee agreements, as well as any relevant documents on collateralisation arrangements where the exposures being securitised remain exposures of the originator;

   4. (d)

      the servicing, back-up servicing, administration and cash management agreements;

   5. (e)

      the trust deed, security deed, agency agreement, account bank agreement, guaranteed investment contract, incorporated terms or master trust framework or master definitions agreement or such legal documentation with equivalent legal value;

   6. (f)

      any relevant inter-creditor agreements, derivatives documentation, subordinated loan agreements, start-up loan agreements and liquidity facility agreements; and

   7. (g)

      a detailed description of the priority of payments of the securitisation;

3. (3)

   where section 85 of the Act (Contravention of prohibition relating to public offer of securities) and rules made by the FCA for the purposes of Part 6 of the Act (Official Listing) do not require a prospectus to be drawn up, a transaction summary or overview of the main features of the securitisation, including, where applicable:

   1. (a)

      details regarding the structure of the deal, including the structure diagrams containing an overview of the transaction, the cash flows and the ownership structure;

   2. (b)

      details regarding the exposure characteristics, cash flows, loss waterfall, credit enhancement and liquidity support features;

   3. (c)

      details regarding the voting rights of the holders of a securitisation position and their relationship to other secured creditors; and

   4. (d)

      a list of all triggers and events referred to in the documents provided in accordance with SECN 6.2.1R(2) that could have a material impact on the performance of the securitisation position;

4. (4)

   in the case of STS securitisations, the STS notification referred to in SECN 2.5;

5. (5)

   quarterly investor reports, or, in the case of asset backed commercial paper, monthly investor reports, containing at least the following:

   1. (a)

      all materially relevant data on the credit quality and performance of underlying exposures;

   2. (b)

      information on events which trigger changes in the priority of payments or the replacements of any counterparties, and, in the case of a securitisation which is not an ABCP transaction or an ABCP programme, data on the cash flows generated by the underlying exposures and by the liabilities of the securitisation; and

   3. (c)

      information about the risk retained, including information on which of the modalities provided for in SECN 5.6.1R has been applied, in accordance with SECN 5, SECN 11 and SECN 12.

6. (6)

   any inside information relating to the securitisation that the originator, sponsor or SSPE is obliged to make public in accordance with Article 17 of the Market Abuse Regulation;

7. (7)

   where SECN 6.2.1R(6) does not apply, any significant event, such as:

   1. (a)

      a material breach of the obligations provided for in the documents made available in accordance with SECN 6.2.1R(2), including any remedy, waiver or consent subsequently provided in relation to such a breach;

   2. (b)

      a change in the structural features that can materially impact the performance of the securitisation;

   3. (c)

      a change in the risk characteristics of the securitisation or of the underlying exposures that can materially impact the performance of the securitisation;

   4. (d)

      in the case of STS securitisations, where the securitisation ceases to meet the STS requirements or where the FCA or PRA have taken remedial or administrative actions; and

   5. (e)

      any material amendment to transaction documents.

1. (1)

   1The information described in SECN 6.2.1R(1) and SECN 6.2.1R(5) shall be made available simultaneously each quarter at the latest one month after the due date for the payment of interest or, in the case of ABCP transactions, at the latest one month after the end of the period the report covers.

2. (2)

   The information described in SECN 6.2.1R(2), SECN 6.2.1R(3) and SECN 6.2.1R(4) must be made available before pricing or original commitment to invest in draft or initial form. Final versions of this information must be made available at the latest 15 days after closing of the transaction.

1In the case of ABCP the information described in SECN 6.2.1R(1), SECN 6.2.1R(3)(b) and SECN 6.2.1R(5)(a) shall be made available in aggregate form to holders of securitisation positions and, on request, to potential investors. Loan-level data must be made available to the sponsor and, on request, to the FCA.

1Without prejudice to the provisions of the Market Abuse Regulation, the information described in SECN 6.2.1R(6) and SECN 6.2.1R(7) shall be made available without delay.

1When complying with SECN 6.2.1R, the originator, sponsor and SSPE of a securitisation may provide the information specified in anonymised or aggregated form or, in relation to SECN 6.2.1R(2), as a summary of the specified documentation, where and to the extent that is necessary in order to comply with the law applicable in the United Kingdom governing the protection of confidentiality of information and the processing of personal data and with any confidentiality obligation relating to customer, original lender or debtor information.