Legal reporting for securitisation undertakings
The prudential supervision exercised by the CSSF aims to ensure the fulfilment by the authorised securitisation undertakings of their statutory obligations under the Law of 22 March 2004 on securitisation (“2004 Law”) as well as their contractual obligations. Any change to the constitutional documents of the securitisation undertaking, to its managing body or the réviseur d’entreprises must be notified forthwith to the CSSF and is subject to the CSSF’s prior approval. Any change in control of the securitisation company or management company is subject to the CSSF’s prior approval.
As soon as they are finalised, securitisation undertakings must provide the CSSF with the following documents:
- a copy of the final issue documents relating to any issue of securities, irrespective of a possible prior notification of those documents to the CSSF as competent supervisory authority of the financial markets for approval of the prospectus within the scope of an offer to the public or an admission to trading;
- a copy of the financial reports drawn up by the securitisation undertaking for its investors and rating agencies, where applicable;
- a copy of the annual reports and the documents issued by the réviseur d’entreprises within the context of the audits of the annual accounts regardless of a possible communication of these documents to the CSSF in its capacity as competent authority as regards transparency requirements. The CSSF requests the transmission of the management letter drawn up by the réviseur d’entreprises in the course of its audit, or where no such management letter has been issued, a written statement of the réviseur d’entreprises confirming that fact;
- information on any change of service provider and substantive provisions of a contract, including the conditions applicable to the issued securities; and
- information on any change relating to fees and commissions.
In addition, the authorised securitisation undertakings must also provide the CSSF with the following documents on a half-yearly basis within 30 days:
- a listing of the new issues of securities, of other outstanding issues and issues which matured over the period under review. This report must indicate, for every issue, the nominal amount issued and the nature of the securitisation transaction, the investor profile and, where applicable, the compartment concerned. In connection with every issue, information should be included regarding the initial issue price and the market price on the reference date (if available) in the case of outstanding issues, or on the redemption price in the case of matured issues, as well as information on any issues (or certain tranches of an issue) which have been restructured or for which the securitisation undertaking was not able to realise the projected yield rate or to guarantee the final redemption price that were initially scheduled. In such cases, details on the effective yield or redemption value are to be provided;
- a summary of the financial situation of the securitisation undertaking, including notably a breakdown of its assets and liabilities, by compartment, where applicable.
On the financial year closing date, a draft balance sheet and profit and loss account of the securitisation undertaking, where applicable, by compartment is to be provided within 30 days.
The CSSF may also require any other information or perform on-site inspections and review any documents of a securitisation company, management company or credit institution in charge of safekeeping the liquid assets and securities of the authorised securitisation undertaking so as to verify compliance with the provisions of the 2004 Law and the rules laid down in the articles of incorporation or management regulations and agreements relating to the issue of securities, as well as the accuracy of the information that has been communicated.
The legal provisions reviewed by the CSSF during the scrutiny of the application file of the securitisation undertaking must necessarily be complied with throughout the exercise the activities of the authorised securitisation undertaking.
The page File transport and data protection provides additional technical details regarding the transmission channels for reporting.