Reporting requirements under the Securitisation Regulation
The Securitisation Regulation has been in effect since 1 January 2019. In the Netherlands, compliance with this Regulation is supervised by both De Nederlandsche Bank and the AFM. This page explains with what reporting requirements you must comply.
Securitisation supervision in the Netherlands
A securitisation is subject to supervision in the Netherlands if at least one of the following four parties is established in the Netherlands:
• the originator
• the sponsor
• the original lender
• the SSPE
Securitisations with an originator, sponsor or original lender licenced by DNB are supervised by DNB. All other securitisations fall under the supervision of the AFM. Securitisations may be supervised by multiple EU/EEA countries simultaneously.
Deregistration of SSPEs
Dutch SSPEs subject to the AFM’s supervision must annually pay the AFM levies in respect of this supervision. When a Dutch SSPE has materially ceased to exist, it can deregister with the AFM (by sending an email to securitisaties@afm.nl). The SPPE will then no longer have to pay any more levies as of the date on which the SPPE is no longer subject to the exposures referred to in the Securitisation Regulation, on which it no longer has securities outstanding and on which the final distribution of all balances has taken place.
In transaction documentation, this date is in some cases also referred to as the ‘final redemption date’. In addition, in some cases, all assets may be migrated to a foreign SSPE. SSPEs must provide evidence to substantiate on which date this took place. If an SSPE does not deregister, the AFM will continue to impose levies until the entity has been formally dissolved.
Transparency requirements for new securitisations
One of the aims of the Securitisation Regulation is to ensure transparency. Potential investors and supervisory authorities should be able to gain insight into the risks arising from investments in securitisations. The Securitisation Regulation prescribes how information about securitisations must be made available. Both public and private securitisations are subject to the reporting obligation under the Securitisation Regulation, but the manner of reporting differs between these two types.
Distinction between public and private securitisations
All securitisations for which a prospectus must be published when securities are issued (under Regulation EU No 2017/1129) fall under the category of ‘public securitisations’. All other securities that are not subject to this obligation to publish a prospectus are ‘private securitisations’.
Reporting entities
The originator, the sponsor or the SSPE of a securitisation are subject to the reporting obligation. The report only needs to be submitted once. The three parties involved designate one entity through which they submit the information.
Transparency requirements for public securitisations
The submitting entity in a public securitisation makes the required information available through a securitisation repository. In absence of such a securitisation repository the information is published on a website.
Transparency requirements for private securitisations
The information disclosure method for private securitisations varies between countries and supervisors. The AFM has provided a digital form that can be downloaded here. Please fill in this form and send it by email to the AFM at securitisaties@afm.nl. The AFM may decide at any time to request additional information, so please keep all information required under the regulation readily available.
Submission deadline
Send the form prior to pricing. Some private securitisations may not have a clear pricing point. In that case the form must be submitted no later than the day of ‘signing’. Signing is defined as the point at which all parties are legally committed to the securitisation.
Quarterly investor reports
The Securitisation Regulation requires the submitting entity to issue the quarterly investor reports to the supervisor or supervisors. The AFM does not require the submission of these reports for private securitisations. However the AFM may decide at any time to request these reports, so please keep them readily available.
STS
Securitisations that meet the simple, transparent and standardised (STS) requirements are checked for compliance by DNB in the Netherlands. The originator or the sponsor sends an STS notification to ESMA. The notification is published on the ESMA website, except in the case of private securitisations. After sending a notification to ESMA, DNB and the AFM must also be notified. Notifications can be sent to STS@dnb.nl and securitisaties@afm.nl. More information can be found on the DNB website.