3. The Securitisation Regulation is amended in accordance with this Part.
Commencement Information
I1Reg. 3 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 1(2)
4.—(1) Article 2 is amended as follows.
(2) After “the following definitions apply:” insert the following points—
“(A1) ‘Regulation (EU) No 575/2013’ means Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms and amending Regulation (EU) No 648/2012;
(A2) ‘Regulation (EU) No 648/2012’ means Regulation (EU) No 648/2012 of the European Parliament and of the Council of 4 July 2012 on OTC derivatives, central counterparties and trade repositories;
(A3) ‘the 2000 Act’ means the Financial Services and Markets Act 2000 M1;
(A4) ‘competent authority’ means an authority designated or required to be designated for the purpose of supervising compliance by an entity with obligations set out in this Regulation; and in relation to an entity, means the authority designated for the purpose of supervising compliance with such obligations by that entity M2;
(A5) ‘the FCA’ means the Financial Conduct Authority;
(A6) ‘the FCA Handbook’ means the Handbook of Rules and Guidance published by the FCA containing rules made by the FCA under the 2000 Act (as that Handbook has effect on [F1IP completion day]);
(A7) ‘the PRA’ means the Prudential Regulation Authority;
(A8) ‘third country’ means a country other than the United Kingdom;”.
(3) For point (5) (definition of ‘sponsor’) substitute—
“(5) ‘sponsor’ means a credit institution as defined in point (1) of Article 4(1) of Regulation (EU) No 575/2013 or an investment firm as defined in paragraph 1A of Article 2 of Regulation 600/2014/EU, whether located in the United Kingdom or in a third country, which—
(a)is not an originator; and
(b)either—
(i)establishes and manages an asset-backed commercial paper programme or other securitisation that purchases exposures from third party entities; or
(ii)establishes an asset-backed commercial paper programme or other securitisation that purchases exposures from third party entities and delegates the day-to-day active portfolio management involved in that securitisation to an entity which is authorised to manage assets belonging to another person in accordance with the law of the country in which the entity is established.”.
(4) In point (12) (definition of ‘institutional investor’)—
(a)in point (a) for “point (1) of Article 13 of Directive 2009/138/EC” substitute “ section 417(1) of the 2000 Act ”;
(b)in point (b) for “point (4) of Article 13 of Directive 2009/138/EC” substitute “ section 417(1) of the 2000 Act ”M3 ;
(c)for points (c) to (g) substitute—
[F2“(c) an occupational pension scheme as defined in section 1(1) of the Pension Schemes Act 1993 that has its main administration in the United Kingdom, or a fund manager of such a scheme appointed under section 34(2) of the Pensions Act 1995 that, in respect of activity undertaken pursuant to that appointment, is authorised for the purposes of section 31 of the 2000 Act.]
(d)an AIFM (as defined in regulation 4(1) of the Alternative Investment Fund Managers Regulations 2013 M4) which markets or manages AIFs (as defined in regulation 3 of those Regulations) in the United Kingdom;
(e)a management company as defined in section 237(2) of the 2000 Act M5;
(f)a UCITS as defined by section 236A of the 2000 Act M6, which is an authorised open ended investment company as defined in section 237(3) of that Act;
(g)a CRR firm as defined by Article 4(1)(2A) of Regulation (EU) No 575/2013 M7;”.
(5) Omit the words after point (23).
Textual Amendments
F1Words in reg. 4(2) substituted (30.12.2020) by The Financial Services and Economic and Monetary Policy (Consequential Amendments) (EU Exit) Regulations 2020 (S.I. 2020/1301), regs. 1, 3, Sch. para. 35(a)
F2Words in reg. 4(4)(c) substituted (31.12.2020 immediately before IP completion day) by The Securities Financing Transactions, Securitisation and Miscellaneous Amendments (EU Exit) Regulations 2020 (S.I. 2020/1385), regs. 1(4), 59(3)
Commencement Information
I2Reg. 4 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 1(2)
Marginal Citations
M2For the designation of competent authorities see Article 29(1) to (3B) of the Securitisation Regulation as substituted by these Regulations and S.I. 2018/1288, regulation 4.
M3The definitions of “insurance undertaking” and “reinsurance undertaking” were substituted by S.I. 2019/632 the Financial Services and Markets Act 2000 (Amendment) (EU Exit) Regulations 2019.
M4S.I. 2013/1773, as amended by S.I. 2019/328 the Alternative Investment Fund Managers (Amendment etc.) (EU Exit) Regulations 2019.
M5The definition was substituted by S.I. 2019/325 the Collective Investment Schemes (Amendment) (EU Exit) Regulations 2019.
M6Section 236A was inserted by S.I. 2019/325 the Collective Investment Schemes (Amendment) (EU Exit) Regulations 2019.
M7Point (2A) was inserted by S.I. 2018/1401.
5. In Article 3, in paragraph (1)—
(a)in the opening words for “point 11 of Article 4(1) of Directive 2014/65/EU” substitute “ rule 3.4.1 of the Conduct of Business sourcebook of the FCA Handbook (retail clients) ”; and
(b)in point (a) for “Article 25(2) of Directive 2014/65/EU” substitute “ rules 9A.2.1 and 9A.2.16 of the Conduct of Business sourcebook of the FCA Handbook (assessing suitability to buy and hold an investment) ”.
Commencement Information
I3Reg. 5 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 1(2)
6. In Article 4, in point (b) for “a Member State” substitute “ the United Kingdom ”.
Commencement Information
I4Reg. 6 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 1(2)
7.—(1) Article 5 is amended as follows.
(2) In paragraph 1—
(a)in points (a) and (c) for “the Union” substitute “ the United Kingdom ”;
(b)in point (e) at the beginning insert “ if established in the United Kingdom, ”; and
(c)after point (e) insert—
“(f)if established in a third country, the originator, sponsor or SSPE has, where applicable—
(i)made available information which is substantially the same as that which it would have made available in accordance with point (e) if it had been established in the United Kingdom; and
(ii)has done so with such frequency and modalities as are substantially the same as those with which it would have made information available in accordance with point (e) if it had been so established.”.
(3) In paragraph 3, in the first subparagraph, after point (c) insert—
“(d)in point (c)—
(i)the reference to a securitisation notified as STS in accordance with Article 27 includes a reference to a securitisation notified in accordance with that Article before [F3IP completion day], or before the expiry of a period of two years beginning with [F3IP completion day], where the person responsible for the notification (the originator and sponsor or, in the case of an ABCP programme, the sponsor) is established in an EEA State;
(ii)in relation to any securitisation so notified, the reference to the STS notification is a reference to the notification of that securitisation as STS, and a reference to a numbered Article is a reference to the Article so numbered of this Regulation as it had or has effect in relation to an EEA State at any time on and after the date of the notification and before the end of the period referred to in paragraph (i).”.
(4) In paragraph (4), in points (e) and (f) for “authorities” substitute “ authority ”.
(5) In paragraph 5—
(a)omit “Member States shall ensure that,”; and
(b)for “under Articles 32 and 33” substitute “ imposed as a result of the failure ”.
Textual Amendments
F3Words in reg. 7(3) substituted (30.12.2020) by The Financial Services and Economic and Monetary Policy (Consequential Amendments) (EU Exit) Regulations 2020 (S.I. 2020/1301), regs. 1, 3, Sch. para. 35(b)
Commencement Information
I5Reg. 7 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 1(2)
8.—(1) Article 6 is amended as follows.
(2) In paragraph 2 for “pursuant to Articles 32 and 33” substitute “ for the contravention ”.
(3) In paragraph 4—
(a)for the first subparagraph substitute—
“Where—
(a)a mixed financial holding company,
(b)a UK parent institution,
(c)a financial holding company established in the United Kingdom, or
(d)a subsidiary of such a company or institution,
as an originator or sponsor, securitises exposures from one or more credit institutions, investment firms or other financial institutions which are included in the scope of supervision on a consolidated basis, the requirements set out in paragraph 1 may be satisfied on the basis of the consolidated situation of the mixed financial holding company, UK parent institution or financial holding company concerned.”;
(b)in the second subparagraph for the words from “and to the Union” to the end substitute “ and, if the originator or sponsor is a subsidiary, to the mixed financial holding company, UK parent institution or financial holding company which is the parent undertaking of the subsidiary ”; and
(c)after the second subparagraph insert—
“In this paragraph—
(a)‘credit institution’, ‘financial holding company’, ‘financial institution’, ‘investment firm’, ‘subsidiary’ and ‘UK parent institution’ have the meaning given in Article 4(1) of Regulation (EU) No 575/2013; and
(b)‘mixed financial holding company” has the meaning given in regulation 1(2) of the Financial Conglomerates and Other Financial Groups Regulations 2004 M8.”.
(4) In paragraph 5, in point (b) omit “of Member States”.
(5) In paragraph 7—
(a)in the first subparagraph for the words from “EBA,” to “draft regulatory” substitute “ The FCA and the PRA, acting jointly, may make ”; and
(b)omit the second and third subparagraphs.
Commencement Information
I6Reg. 8 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 1(2)
Marginal Citations
M8S.I. 2004/1862, as amended by S.I. 2019/264 the Financial Conglomerates and other Financial Groups (Amendment) (EU Exit) Regulations 2019.
9.—(1) Article 7 is amended as follows.
(2) In paragraph 1—
(a)in the first subparagraph—
(i)in the opening words for “authorities” substitute “ authority ”;
(ii)in point (c) for “where a prospectus has not been drawn up in compliance with Directive 2003/71/EC of the European Parliament and of the Council” substitute “ where section 85 of the 2000 Act (prohibition of dealing etc in transferable securities without approved prospectus) and rules made by the FCA for the purposes of Part 6 of the 2000 Act (official listing) M9 do not require a prospectus to be drawn up ”;
(iii)in point (g)(iv) for “competent authorities have” substitute “ the competent authority has ”;
(b)in the fourth subparagraph for “competent authorities” substitute “ the competent authority ”;
(c)in the sixth subparagraph for “national and Union law” substitute “ the law applicable in the United Kingdom ”; and
(d)in the eighth subparagraph for “Competent authorities referred to in Article 29” substitute “ The competent authority ”.
(3) In paragraph 2, in the third subparagraph for the words from “where no prospectus has to be drawn up in compliance with Directive 2003/71/EC” substitute “ for which section 85 of the 2000 Act and rules made by the FCA for the purposes of Part 6 of the 2000 Act do not require a prospectus to be drawn up ”.
(4) In paragraph 3—
(a)in the first subparagraph for the words from “ESMA,” to “draft regulatory” substitute “ The FCA and the PRA, acting jointly, may make ”; and
(b)omit the second and third subparagraphs.
(5) In paragraph 4—
(a)in the first subparagraph for the words from “ESMA,” to “draft implementing” substitute “ the FCA and the PRA, acting jointly, may make ”; and
(b)omit the second and third subparagraphs.
Commencement Information
I7Reg. 9 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 1(2)
Marginal Citations
M9These are “prospectus rules”; see section 73A of the Financial Services and Markets Act 2000 (Part 6 Rules), inserted by S.I. 2005/381).
10.—(1) Article 8 is amended as follows.
(2) In paragraph 2—
(a)in the first subparagraph omit “designated pursuant to Article 29(2), (3) or (4), as applicable,”;
(b)in the second subparagraph—
(i)omit “referred to in the first subparagraph of this paragraph”;
(ii)for “resolution authority”, in both places where it appears, substitute “ Bank of England ”; and
(c)omit the third subparagraph.
(3) In paragraph 5—
(a)in the first subparagraph for the words from “ESMA,” to “draft regulatory” substitute “ the FCA and the PRA, acting jointly, may make ”; and
(b)omit the second subparagraph.
Commencement Information
I8Reg. 10 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 1(2)
11. In Article 9—
(a)in paragraph 2 for “after the entry into force of Directive 2014/17/EU” substitute “ on or after 20th March 2014 ”; and
(b)in paragraph 4(a) for “the entry into force of Directive 2014/17/EU” substitute “ 20th March 2014 ”.
Commencement Information
I9Reg. 11 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 1(2)
12.—(1) Article 10 is amended as follows.
(2) In paragraphs 1, 4 and 5 for “ESMA”, wherever it appears, and in paragraph 6, in the second place where it appears, substitute “ the FCA ”.
(3) In paragraph 2 for “the Union” substitute “ the United Kingdom ”.
(4) Omit paragraph 3.
(5) After paragraph 5 insert—
“5A. For the purposes of this Article, Articles 78, 79 and 80 of Regulation (EU) No 648/2012 have effect in relation to a securitisation repository as they have effect in relation to a trade repository, but with the following modifications—
(a)a reference to a trade repository is a reference to a securitisation repository within the meaning given by point (23) of Article 2 of this Regulation; and
(b)a reference to Regulation (EU) No 648/2012 is a reference to this Regulation.”.
(6) In paragraph 6 for “ESMA”, in the first place where it appears, substitute “ The FCA ”;
(7) In paragraph 7—
(a)in the first subparagraph for “ESMA shall develop draft regulatory” substitute “ the FCA may make ”; and
(b)omit the second and third subparagraphs.
(8) In paragraph 8—
(a)in the first subparagraph for “ESMA shall develop draft implementing” substitute “ the FCA may make ”; and
(b)omit the second, third and fourth subparagraphs.
Commencement Information
I10Reg. 12 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 1(2)
13. Omit Article 11.
Commencement Information
I11Reg. 13 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 1(2)
14. In Article 12—
(a)in paragraph 1 for “ESMA” substitute “ The FCA ”; and
(b)omit paragraph 2.
Commencement Information
I12Reg. 14 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 1(2)
15. For Articles 13 to 15 substitute—
1. The FCA must publish on its website a list of securitisation repositories registered in accordance with Article 12 (‘the Register’).
2. On the adoption of a decision under Article 12 or 13a, the FCA must notify its decision to the securitisation repository concerned.
3. A refusal of an application to register under Article 12 comes into effect on the fifth working day following its adoption.
4. A withdrawal of registration under Article 13a takes effect:
(a)immediately upon the adoption of the decision if the notice states that is the case;
(b)on such date as may be specified in that notice; or
(c)if no date is specified in the notice, when the matter to which the notice relates is no longer open to review.
5. A decision to withdraw registration on the FCA's own initiative under paragraph 1 or 2 of Article 13a may be expressed to take effect immediately (or on a specified date) only if the FCA, having regard to the ground on which it is exercising its power reasonably considers that it is necessary for the withdrawal or direction to take effect immediately (or on that date).
6. If the decision referred to in paragraph 2 is—
(a)to refuse the application for registration made under Article 12,
(b)to exercise the FCA's power under paragraph 1 or 2 of Article 13a to withdraw the registration of the securitisation repository on the FCA's own initiative, or
(c)to refuse an application made by a securitisation repository under paragraph 3 of Article 13a to withdraw the registration of the securitisation repository,
the FCA must give the securitisation repository a written notice.
7. A written notice under paragraph 6 must:
(a)give details of the decision made by the FCA;
(b)state the FCA's reasons for the decision;
(c)state when the decision takes effect;
(d)inform the securitisation repository that it may either:
(i)request a review of the decision by the FCA, and make written representations for the purpose of the review, within such period as may be specified in the notice; or
(ii)refer the matter to the Upper Tribunal (‘the Tribunal’) within such period as may be specified in the notice; and
(e)indicate the procedure on a reference to the Tribunal.
8. If the securitisation repository requests a review of the decision made by the FCA (‘the original decision’) the FCA must consider any written representations made by the securitisation repository and review the original decision.
9. On a review under paragraph 8, the FCA may make any decision (‘the new decision’) it could have made on the application.
10. The FCA must give the securitisation repository written notice of its decision on the review.
11. This paragraph applies to a decision—
(a)to maintain a decision to refuse an application for registration, made under Article 12;
(b)to refuse to revoke a decision made under paragraph 1 or 2 of Article 13a to withdraw the registration of the securitisation repository on the FCA's own initiative; or
(c)to maintain a decision to refuse an application from a securitisation repository under paragraph 3 of Article 13a to withdraw the registration of the securitisation repository.
12. A written notice in relation to a decision to which paragraph 11 applies must:
(a)give details of the new decision made by the FCA;
(b)state the FCA's reasons for the new decision;
(c)state whether the decision takes effect immediately or on such date as may be specified in the notice;
(d)inform the securitisation repository that it may, within such period as may be specified in the notice, refer the new decision to the Tribunal; and
(e)indicate the procedure on a reference to the Tribunal.
1. The FCA may, on its own initiative, withdraw the registration of a securitisation repository where the securitisation repository:
(a)expressly renounces the registration or has provided no services for the preceding 6 months;
(b)obtained the registration by making false statements or by any other irregular means; or
(c)no longer meets the conditions for registration.
2. The FCA may also, on its own initiative, withdraw the registration of a securitisation repository where it is desirable to do so to advance one or more of its operational objectives set out in section 1B(3) of the 2000 Act.
3. The FCA may, on an application by a securitisation repository, withdraw the registration of the securitisation repository.
4. The decision to withdraw the registration of a securitisation repository under paragraph 1, 2 or 3 must be reflected in the Register.
1. A securitisation repository may, subject to paragraph 2, refer to the Tribunal the FCA's decision to:
(a)refuse to register the securitisation repository under Article 12;
(b)exercise its power under paragraph 1 or 2 of Article 13a to withdraw the registration of a securitisation repository; or
(c)refuse the securitisation repository's application under paragraph 3 of Article 13a to withdraw its registration.
2. Where there is a review under paragraph 8 of Article 13, paragraph 1 applies only in relation to the FCA's decision in response to that review.
1. In this Article ‘the 2019 Regulations’ means the Over the Counter Derivatives, Central Counterparties and Trade Repositories (Amendment, etc., and Transitional Provision) (EU Exit) Regulations 2019 M10.
2. Part 4 of the 2019 Regulations (specific provision for trade repositories) has effect in relation to a securitisation repository as it has effect in relation to a trade repository.
3. For the purposes of paragraph 2, Part 4 of the 2019 Regulations has effect in relation to a securitisation repository with the following modifications:
(a)ignore Chapter 1 (preliminary);
(b)in [F4Chapter 1A,] Chapter 2 and Chapter 3 (application of the 2000 Act for the purposes of this Part), including any modification of the 2000 Act which is made by that Chapter:
(i)a reference to Part 4 of the 2019 Regulations is a reference to that Part as applied by this Article;
(ii)a reference to the 2019 Regulations (other than in a reference to Part 4) is a reference to those Regulations as applied by this Article;
(iii)a reference to the EMIR regulation is a reference to this Regulation and a reference to a provision of that Regulation is a reference to the provision of this Regulation which has equivalent effect;
(iv)a reference to the registration or recognition of a trade repository under a provision of the EMIR regulation is a reference to the registration of a securitisation repository under this Regulation;
(v)a reference to a trade repository is a reference to a securitisation repository within the meaning given by point (23) of Article 2 of this Regulation;
(vi)a reference to trade repository activities is a reference to the activities of centrally collecting and maintaining records of securitisations;
(vii)ignore any reference to the TRATP Regulations; and
(c)in Chapter 3, including any modification of the 2000 Act which is made by that Chapter:
(i)a reference to a provision of the 2019 Regulations is a reference to the equivalent provision of the Securitisation (Amendment) (EU Exit) Regulations 2019;
(ii)in regulation 73 (application of Part 9 of the 2000 Act (hearings and appeals), ignore paragraph (2);
[F5(iia)in regulation 74 (application of Part 9A of the 2000 Act (rules and guidance)), ignore paragraph (3);]
(iii)in regulation 78 (application of Part 11 of the 2000 Act (information gathering and investigations)), ignore paragraph [F6(3)];
(iv)in regulation 79 (application of Part 26 of the 2000 Act (notices)), ignore [F7paragraphs (3) and (8)(h)] and any reference to a supervisory notice.”.
Textual Amendments
F4Words in reg. 15 inserted (31.12.2020 immediately before IP completion day) by The Securities Financing Transactions, Securitisation and Miscellaneous Amendments (EU Exit) Regulations 2020 (S.I. 2020/1385), regs. 1(4), 59(4)
F5Words in reg. 15 inserted (31.12.2020 immediately before IP completion day) by The Financial Services (Miscellaneous) (Amendment) (EU Exit) (No. 3) Regulations 2019 (S.I. 2019/1390), regs. 1(4), 12(a); 2020 c. 1, Sch. 5 para. 1(1)
F6Word in reg. 15 substituted (31.12.2020 immediately before IP completion day) by The Financial Services (Miscellaneous) (Amendment) (EU Exit) (No. 3) Regulations 2019 (S.I. 2019/1390), regs. 1(4), 12(b); 2020 c. 1, Sch. 5 para. 1(1)
F7Words in reg. 15 substituted (31.12.2020 immediately before IP completion day) by The Financial Services (Miscellaneous) (Amendment) (EU Exit) (No. 3) Regulations 2019 (S.I. 2019/1390), regs. 1(4), 12(c); 2020 c. 1, Sch. 5 para. 1(1)
Commencement Information
I13Reg. 15 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 1(2)
Marginal Citations
16. Omit Article 16.
Commencement Information
I14Reg. 16 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 1(2)
17.—(1) Article 17 is amended as follows—
(2) In paragraph 1—
(a)omit points (a) to (e) and (h); and
(b)for point (g) substitute—
“(g)the Bank of England;”.
(3) In paragraph 2—
(a)in the first subparagraph for the words from “ESMA” to “draft regulatory” substitute “ The FCA, taking into account the needs of the entities referred to in paragraph 1, may make ”; and
(b)omit the second and third subparagraphs.
(4) In paragraph 3—
(a)in the first subparagraph for the words from “ESMA” to “draft implementing” substitute “ the FCA may make ”; and
(b)omit the second and third subparagraphs.
Commencement Information
I15Reg. 17 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 1(2)
18. In Article 18—
(a)the existing text of the first paragraph becomes paragraph 1;
(b)in that paragraph, in point (a) for “ESMA” substitute “ the FCA ”;
(c)for the existing text of the second paragraph substitute—
“2. The originator and sponsor involved in a securitisation which is not an ABCP programme or an ABCP transaction and is considered STS must be established in the United Kingdom.
The sponsor involved in an ABCP programme considered STS must be established in the United Kingdom.
The sponsor involved in an ABCP programme which is not considered STS must be established in the United Kingdom if an ABCP transaction within that programme is considered STS.”;
(d)after paragraph (2) (substituted by paragraph (c)) insert—
“3. This Article has effect in relation to a relevant securitisation without the amendments made by regulation 18 of the Securitisation (Amendment) (EU Exit) Regulations 2019.
A ‘relevant securitisation’ is a securitisation—
(a)which meets all the requirements of Section 1 or Section 2 of this Chapter, and of which ESMA was notified pursuant to Article 27(1) before [F8IP completion day], or is notified pursuant to Article 27(1) after [F8IP completion day] but before the expiry of a period of two years beginning with [F8IP completion day]; and
(b)which is included in the list referred to in Article 27(5).
In this paragraph a reference to Section 1 or Section 2 of this Chapter or to Article 27 is a reference to that Section or Article as it had or has effect in relation to an EEA State at any time on and after the date of the notification and before the end of the period referred to in the second subparagraph.”.
Textual Amendments
F8Words in reg. 18(d) substituted (30.12.2020) by The Financial Services and Economic and Monetary Policy (Consequential Amendments) (EU Exit) Regulations 2020 (S.I. 2020/1301), regs. 1, 3, Sch. para. 35(c)
Commencement Information
I16Reg. 18 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 1(2)
19. In Article 19 omit paragraph 2.
Commencement Information
I17Reg. 19 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 1(2)
20.—(1) Article 20 is amended as follows.
(2) In paragraph 8, in the third subparagraph for “(44) of Article 4(1) of Directive 2014/65/EU” substitute “ (24) of Article 2(1) of Regulation (EU) No 600/2014 of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments and amending Regulation (EU) No 648/2012 ”M11 .
(3) In paragraph 14—
(a)in the first subparagraph for the words from “EBA” to “draft regulatory” substitute “ FCA may make ”; and
(b)omit the second and third subparagraphs.
Commencement Information
I18Reg. 20 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 1(2)
Marginal Citations
M11The definition of “transferable securities” in Regulation (EU) No 600/2014 was substituted by S.I. 2018/1403.
21. In Article 23 omit paragraph 3.
Commencement Information
I19Reg. 21 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 1(2)
22. In Article 24—
(a)in paragraph 15—
(i)in the fourth subparagraph for “(44) of Article 4(1) of Directive 2014/65/EU other than corporate bonds,” substitute “ (24) of Article 2(1) of Regulation (EU) No 600/2014 of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments and amending Regulation (EU) No 648/2012, other than corporate bonds ”;
(ii)after the fourth subparagraph insert—
“In the fourth subparagraph the reference to Regulation (EU) No 575/2013 is a reference to Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms and amending Regulation (EU) No 648/2012, as it had effect immediately before [F9IP completion day].”.
(b)in paragraph 21—
(i)in the first subparagraph for the words from “The EBA” to “draft regulatory” substitute “ The FCA may make ”; and
(ii)omit the second and third subparagraphs.
Textual Amendments
F9Words in reg. 22(a)(ii) substituted (30.12.2020) by The Financial Services and Economic and Monetary Policy (Consequential Amendments) (EU Exit) Regulations 2020 (S.I. 2020/1301), regs. 1, 3, Sch. para. 35(d)
Commencement Information
I20Reg. 22 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 1(2)
23. In Article 25—
(a)in paragraph 1 for the words “credit institution supervised under Directive 2013/36/EU” substitute “ person who is a CRR firm as defined by Article 4(1)(2A) of the Capital Requirements Regulation, but is not an investment firm as defined by Article 4(1)(2) of that Regulation M12 ”; and
(b)in paragraph (3)—
(i)in the first subparagraph for “its competent authority” substitute “ the PRA ”; and
(ii)in the second subparagraph for “the competent authority” substitute “ the PRA ”.
Commencement Information
I21Reg. 23 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 1(2)
Marginal Citations
M12Point (2A) was inserted and point (2) was amended by S.I. 2018/1401.
24.—(1) Article 27 is amended as follows.
(2) For paragraph 1 substitute—
“1. Where a securitisation which is not an ABCP programme or an ABCP transaction meets the requirements of Articles 19 to 22, the originator and sponsor involved in the securitisation must jointly notify the FCA of that fact by means of the template referred to in paragraph 7 of this Article.
Where an ABCP programme meets the requirements of Articles 23 to 26, or an ABCP transaction meets the requirements of Article 24, the sponsor involved in the programme must notify the FCA of that fact by means of the template referred to in paragraph 7 of this Article.
A notice given in accordance with the first or second subparagraph (‘STS notification’) must include an explanation of how the relevant STS criteria set out in Articles 20 to 22 or, as the case may be, Articles 24 to 26 have been complied with.
The FCA must publish the STS notification on its official website pursuant to paragraph 5. Where the STS notification is given jointly by the originator and sponsor involved in a securitisation, the STS notification must designate one of them to be the first contact point for investors and the FCA.”.
(3) In paragraph 2, in the second subparagraph for “, its place of establishment and the name of the competent authority that authorised it” substitute “ and its place of establishment ”.
(4) In paragraph 3 for “Union” substitute “ United Kingdom ”.
(5) In paragraph 4 for “ESMA and inform their competent authority” substitute “ the FCA ”.
(6) For paragraph 5 substitute—
“5. The FCA must maintain on its official website a list of all securitisations notified to it as meeting the requirements of Articles 19 to 22 or Articles 23 to 26. The FCA must add each securitisation so notified to that list immediately and must update the list where a securitisation is no longer considered to be STS following a decision of the FCA or a notification by the originator or sponsor concerned.
Where the PRA or the Pensions Regulator, acting as the competent authority, has imposed a relevant sanction in relation to a securitisation, it must notify the FCA of that fact immediately. Where a competent authority has imposed a relevant sanction in relation to a securitisation, the FCA must immediately indicate that fact in relation to the securitisation concerned on the list which it maintains in accordance with the first subparagraph.
In the second subparagraph ‘relevant sanction’ means any sanction imposed or other measure taken where by reason of any act or failure, whether intentional or through negligence—
(a)an originator, sponsor or original lender fails to meet the requirements set out in Article 6;
(b)an originator, sponsor or original lender fails to meet the criteria set out in Article 9;
(c)an originator, sponsor or SSPE fails to meet the requirements set out in Article 7 or 18;
(d)a securitisation is designated as STS and an originator, sponsor or SSPE of that securitisation fails to meet the requirements set out in Article 19 to 22 or Articles 23 to 26;
(e)an originator or sponsor makes a notification pursuant to Article 27(1) which is misleading;
(f)an originator or sponsor fails to meet the requirements set out in Article 27(4); or
(g)a third party authorised pursuant to Article 28 fails to notify a material change to the information provided pursuant to Article 28(1), including any change which could reasonably be considered to affect the competent authority's assessment of the third party's competence to assess STS compliance.”.
(7) In paragraph 6—
(a)in the first subparagraph for the words from “ESMA” to “draft regulatory” substitute “ The FCA may make ”; and
(b)omit the second and third subparagraphs.
(8) In paragraph 7—
(a)in the first subparagraph for the words from “ESMA,” to “draft implementing” substitute “ The FCA may make ”; and
(b)omit the second and third subparagraphs.
Commencement Information
I22Reg. 24 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 1(2)
25. In Article 28—
(a)in paragraph (1)—
(i)for “competent authority”, wherever it appears, substitute “ FCA ”;
(ii)in point (b) omit “point (b) of”;
(b)in paragraph (2) for “its competent authority”, in both places where it appears, substitute “ the FCA ”;
(c)in paragraph (3) for “The competent authority” substitute “ The FCA ”; and
(d)in paragraph 4—
(i)in the first subparagraph for “ESMA shall develop draft regulatory” substitute “ The FCA may make ”, and for “the competent authorities” substitute “ it ”;
(ii)omit the second and third subparagraphs.
Commencement Information
I23Reg. 25 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 1(2)
26.—(1) Article 29 is amended as follows.
(2) For paragraphs (1), (2) and (3) substitute—
“1. Compliance with the obligations set out in Article 5 of this Regulation is to be supervised as follows—
(a)where the institutional investor is an insurance undertaking or a reinsurance undertaking, by the PRA;
(b)where the institutional investor is an AIFM which markets or manages AIFs in the United Kingdom, by the FCA;
(c)where the institutional investor is a management company or a UCITS which is an authorised open ended investment company as defined in section 237(3) of the 2000 Act, by the FCA;
(d)where the institutional investor is an occupational pension scheme, by the Pensions Regulator;
(e)where the institutional investor is a CRR firm—
(i)by the PRA, if the investor is a PRA-authorised person;
(ii)in any other case by the FCA.
2. Compliance by a sponsor with the obligations set out in Articles 6, 7, 8 and 9 of this Regulation is to be supervised by the PRA, if the sponsor is a PRA-authorised person, and in any other case by the FCA.
3. Paragraph 3A applies where an originator, original lender or SSPE is an insurance undertaking or a reinsurance undertaking, an AIFM, a management company, a UCITS which is an authorised open ended investment company, an institution for occupational retirement provision or a CRR firm.
3A. Where this paragraph applies, compliance with the obligations set out in Articles 6, 7, 8 and 9 of this Regulation is to be supervised as follows—
(a)where the originator, original lender or SSPE is a PRA-authorised person, by the PRA;
(b)where the originator, original lender or SSPE is an institution for occupational retirement provision, by the Pensions Regulator; and
(c)in any other case by the FCA.
3B. In paragraphs (1) to (3A)—
(a)‘AIF’ and AIFM' have the meaning given in regulations 3 and 4(1) of the Alternative Investment Fund Managers Regulation 2013 M13;
(b)‘CRR firm’ has the meaning given by Article 4(1)(2A) of Regulation (EU) No 575/2013;
(c)‘occupational pension scheme’ has the meaning given in section 1(1) of the Pension Schemes Act 1993;
(d)‘insurance undertaking’, ‘reinsurance undertaking’ and ‘PRA-authorised person’ have the meaning given in section 417(1) of the 2000 Act;
(e)‘management company’ has the meaning given in section 237(2) of the 2000 Act M14; and
(f)‘UCITS’ has the meaning given in section 236A of the 2000 Act M15.”.
(3) In paragraph (4)—
(a)in the first sentence for the words from “Union and” to “Member States” substitute “ United Kingdom in relation to which paragraph 3A does not apply, the Treasury ”; and
(b)omit the second sentence;
(4) In paragraph (5)—
(a)in the first sentence for “Member States” substitute “ The Treasury ”; and
(b)omit the second sentence.
(5) Omit paragraphs (7) and (8).
Commencement Information
I24Reg. 26 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 1(2)
Marginal Citations
M13S.I. 2013/1773, as amended by S.I. 2019/328 the Alternative Investment Fund Managers (Amendment etc.) (EU Exit) Regulations 2019
M14The definition was substituted by S.I. 2019/325 the Collective Investment Schemes (Amendment) (EU Exit) Regulations 2019.
M15Section 236A was inserted by S.I. 2019/325 the Collective Investment Schemes (Amendment) (EU Exit) Regulations 2019.
27. In Article 30—
(a)omit paragraph 1;
(b)in paragraph 2 for “The competent authority” substitute “ Competent authorities ”;
(c)in paragraph 4—
(i)in the first subparagraph for “The competent authority” substitute “ Competent authorities ”;
(ii)for the second subparagraph substitute—
“Where a competent authority identifies a material risk to the financial stability of a financial institution or to the financial system as a whole, it must take action to mitigate those risks and, unless it is the PRA, report its findings to the Bank of England.”; and
(d)for paragraph 5 substitute—
“5. Competent authorities shall monitor any suspected circumvention of the obligations set out in Article 6(2) and ensure that sanctions are applied for a circumvention.”.
Commencement Information
I25Reg. 27 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 1(2)
28. Omit the following Articles—
(a)Article 31 (macroprudential oversight of the securitisation market);
(b)Article 32 (administrative sanctions and remedial measures);
(c)Article 33 (exercise of the power to impose administrative sanctions and remedial measures);
(d)Article 34 (criminal sanctions);
(e)Article 35 (notification duties);
(f)Article 36 (cooperation between competent authorities and the ESAs); and
(g)Article 37 (publication of administrative sanctions).
Commencement Information
I26Reg. 28 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 1(2)
29. Omit Article 38 (amendment to Directive 2009/65/EC), Article 39 (amendment to Directive 2009/138/EC and Article 41 (amendment to Directive 2011/61/EU).
Commencement Information
I27Reg. 29 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 1(2)
30.—(1) Article 43 is amended as follows.
(2) After paragraph 4 insert—
“4A. Subject to the second subparagraph, in paragraphs 3 and 4 a reference to a numbered Article is a reference to the Article so numbered of this Regulation as it had effect immediately before [F10IP completion day], or as it has effect on or after [F10IP completion day] in relation to an EEA State.
In paragraphs 3(b) and 4, in relation to a STS notification made on or after [F10IP completion day] by a person who is established in the United Kingdom, a reference to Article 27(1) is a reference to that Article as it has effect on or after [F10IP completion day] in the United Kingdom.“STS notification” means notification that a securitisation meets the requirements of Section 1 or Section 2 of Chapter 4.”.
(3) In paragraph 5 after the existing text insert the following subparagraph—
“For the purposes of this paragraph, Articles 407 and 410 of Regulation (EU) No 575/2013 M16 (which set out, in part, requirements for due diligence) have effect with the following modifications—
(a)in Article 407 (additional risk weight) and Article 410 (uniform condition of application) a reference to Article 405 (retained interest of the issuer) is a reference to that Article as modified by regulation 30(3) of the Securitisation (Amendment) (EU Exit) Regulations 2019;
(b)in Article 407, in the first subparagraph ignore the reference to Article 409; and
(c)in Article 410—
(i)ignore paragraph 1;
(ii)in paragraph 2—
(aa)in the first subparagraph read the opening words as if for “EBA shall develop draft regulatory” there were substituted “ The FCA and the PRA may each make ”, and ignore point (d);
(bb)ignore the second and third subparagraphs; and
(iii)in paragraph 3, —
(aa)in the first subparagraph read the opening words as if for “EBA shall develop draft regulatory” there were substituted “ The FCA and the PRA may each make ”;
(bb)ignore the second and third subparagraphs.”.
(4) In paragraph 6—
(a)for the words from “credit institutions” to “Directive 2011/61/EU” substitute “ a CRR firm (as defined by Article 4(1)(2A) of Regulation (EU) No 575/2013), an insurance undertaking (as defined in section 417(1) of the 2000 Act), a reinsurance undertaking (as defined in that section) and an AIFM (as defined by regulation 4(1) of the Alternative Investment Fund Managers Regulation 2013) ”; and
(b)after the existing text insert the following subparagraph—
“For the purposes of this paragraph, Article 405 of Regulation (EU) No 575/2013 M17 has effect with the following modifications—
(a)read paragraph 2 as if—
(i)for the first subparagraph there were substituted—
“Where—
(a)a mixed financial holding company,
(b)a UK parent institution which is a credit institution,
(c)a financial holding company established in the United Kingdom, or
(d)a subsidiary of such a company or institution,
as an originator or sponsor, securitises exposures from one or more credit institutions, investment firms or other financial institutions which are included in the scope of supervision on a consolidated basis, the requirement set out in paragraph 1 may be satisfied on the basis of the consolidated situation of the mixed financial holding company, UK parent institution or financial holding company concerned.”;
(ii)in the second subparagraph for the words from “, in a timely manner” to the end there were substituted “ the information needed to satisfy the requirements set out in Article 409, in a timely manner, to the originator or sponsor and, if the originator or sponsor is a subsidiary, to the mixed financial holding company, UK parent institution or financial holding company which is the parent undertaking of the subsidiary ”; and
(iii)after the second subparagraph there were inserted—
“In this paragraph—
(a)‘credit institution’, ‘financial holding company’, ‘financial institution’, ‘investment firm’, ‘subsidiary’ and ‘UK parent institution’ have the meaning given in Article 4(1) of Regulation (EU) No 575/2013; and
(b)‘mixed financial holding company” has the meaning given in regulation 1(2) of the Financial Conglomerates and Other Financial Groups Regulations 2004 M18.”; and
(b)in paragraph 3, in point (b) ignore “of Member States”.”.
(5) In paragraph 7 for the words from “regulatory” to “apply” substitute “ FCA and the PRA, acting jointly, have made technical standards pursuant to Article 6(7) of this Regulation ”.
(6) In paragraph 8 for the words from “regulatory” to “apply” substitute “ FCA and the PRA, acting jointly, have made technical standards pursuant to [F11Article 7(3)] of this Regulation ”.
Textual Amendments
F10Words in reg. 30(2) substituted (30.12.2020) by The Financial Services and Economic and Monetary Policy (Consequential Amendments) (EU Exit) Regulations 2020 (S.I. 2020/1301), regs. 1, 3, Sch. para. 35(e)
F11Words in reg. 30(6) substituted (31.12.2020 immediately before IP completion day) by The Financial Services (Electronic Money, Payment Services and Miscellaneous Amendments) (EU Exit) Regulations 2019 (S.I. 2019/1212), regs. 1(3), 21; 2020 c. 1, Sch. 5 para. 1(1)
Commencement Information
I28Reg. 30 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 1(2)
Marginal Citations
M16Articles 407 and 410, with all other provisions of Part 5 of Regulation (EU) No 575/2013, are repealed by the CRR amending regulation, Article 1(11).
M17Article 405, with all other provisions of Part 5 of Regulation (EU) No 575/2013, is repealed by the CRR amending regulation, Article 1(11).
M18S.I. 2004/1862, as amended by 2019/264 the Financial Conglomerates and other Financial Groups (Amendment) (EU Exit) Regulations 2019.
31. Omit Article 44 (reports) and Article 45 (synthetic securitisations).
Commencement Information
I29Reg. 31 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 1(2)
32. In Article 46—
(a)for the first paragraph substitute—
“1. The Treasury must, no later than 1st January 2022, review the functioning of this Regulation and lay a report before Parliament.
The Treasury must review the functioning of this Regulation if, at any time before that date, the Treasury consider that progress has been made in third countries other than the EEA States with respect to the implementation of international standards on simple, transparent and comparable securitisation.
Where the Treasury review the functioning of this Regulation in response to such progress, the Treasury must lay a report before Parliament.”;
(b)the existing text of the second paragraph becomes paragraph 2; and
(c)in that paragraph, in the opening words, omit “consider in particular the findings of the reports referred to in Article 44, and”.
Commencement Information
I30Reg. 32 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 1(2)
33. Omit Article 47.
Commencement Information
I31Reg. 33 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 1(2)
34. After Article 48 (entry into force) omit “This Regulation shall be binding in its entirety and directly applicable in all Member States.”.
Commencement Information
I32Reg. 34 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 1(2)