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Securitisation Regulation

The Securitisation Regulation applies since 1 January 2019. The objective of the regulation is to stimulate the securitisation market and to address the risks inherent in highly complex, opaque and high-risk securitisations.

About the Regulation

The Securitisation Regulation enables the issue of securitisations that comply with the framework for simple, transparent and standardised (STS) securitisations. This is because lower capital requirements apply for investors in STS securitisations (except for AIF and UCITS managers). The securitisation market is thus stimulated so that more funds become available for financing and investing in businesses. In addition, a number of new requirements have been introduced for the issue of non-STS securitisations.

The requirements in the Securitisation Regulation that apply to investors in securitisations concern investments in both types of securitisations: STS and non-STS. There are requirements for institutional and other investors, requirements for issuing institutions and requirements for third parties/certifying parties.

Which requirements apply to institutional and other investors in securitisations?

Requirements apply to institutional and other investors (who are not originators, sponsors or original lender). These requirements include:

  • Checking whether the issuing institutions satisfy the credit-granting requirements, risk retention and transparency.
  • Checking the risk characteristics and other structural characteristics of the securitisation.
  • Having written procedures in place to continuously monitor these careful checks.
  • Performing stress tests on the solvency and liquidity of the sponsor (the credit institution placing or administrating the securitisation bonds) in the event of a fully-supported ABCP programme.

Which requirements apply to institutions involved in the issue of a securitisation?

Requirements apply to institutions that are involved in the issue of a securitisation. Institutions that are involved in the issue are original lenders, originators, sponsors and special purpose entities for securitisation purposes (SSPE).

Originator, sponsor, original lender

The following applies for these institutions (and for SSPEs when they act in these roles):

  • a risk retention requirement - continuously retaining a material net economic interest in the securitisation of not less than 5%.
  • transparency requirements - making information available to holders of a securitisation position, competent authorities and, upon request, for potential investors via a securitisation repository or the website of the issuing institution (this requirement only applies to SSPEs, originators and sponsors)
  • a resecuritisation ban – a securitisation where at least one of the underlying exposures is a securitisation position, save for some exemptions.
  • criteria for lending - when providing securitised loans, the same criteria must be applied as for non-securitised loans.

Securitisations may only be sold to retail clients under certain strict conditions.

SSPE

Furthermore, SSPEs may not be established in a country that:

  • has been placed on the list of non-cooperative countries and areas with a high risk by the Financial Action Task Force (FATF); and/or
  • has not signed an agreement with a Member State to ensure that that third country fully complies with the standards of the model treaties of the Organisation for Economic Cooperation and Development (OECD)regarding taxation and the exchange of information.

Which requirements apply to third parties / certifying parties?

Third parties can offer to act as certifiers of STS securitisations. They must have a licence for this. The AFM grants these licences if third parties:

  • only charge non-discriminatory and cost-based fees
  • are not credit institutions, investment firms, insurance companies or rating agencies
  • do not endanger the independence or integrity of the assessment by carrying out other activities
  • do not provide any form of advisory, audit or equivalent service to the originator, sponsor or SSPE involved in the securitisations which the third party assesses
  • have a management body of which the members have professional qualifications, knowledge and experience that are adequate for the task of the third party and they are of good repute and integrity
  • have a managerial body that consists of at least one third, but no fewer than two, independent directors
  • have procedures and systems in place to avoid and report conflicts of interest
  • can demonstrate that they have  proper operational safeguards and internal processes that enable it to assess STS compliance

Supervision of securitisations

The supervision of the securitisations market is the responsibility of De Nederlandsche Bank (DNB) and the AFM, each for the institutions that they supervise. For institutions that are not yet subject to supervision, such as SSPEs and foreign institutions, supervision is divided between DNB and the AFM. When a bank or an insurance company acts as originator or sponsor within a securitisation structure, DNB also supervises the issuing SSPE. The AFM is responsible for the supervision of the SSPEs, originators and sponsors in all other cases. Furthermore, DNB is the supervisor of compliance with the STS criteria and granting of the STS label.

Questions?

If you have any questions regarding the Securitisation Regulation, please contact the AFM via securitisaties@afm.nl.

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