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  • OFS-5.5 OFS-5.5 Additional and Specific Content for Asset-backed Securities

    • OFS-5.5.1

      With regard to asset-backed securities, the following information must be disclosed in addition to the minimum content requirements set out in section OFS-5.3 and Appendix 4:

      (a) Under a separate section of the offering document, a description of the assets used to back the asset-backed securities, giving at least the following (where relevant):
      (i) The legal jurisdiction(s) to which the assets are subject;
      (ii) The types of assets;
      (iii) The expiry or maturity date(s) of the assets;
      (iv) The amount of the assets;
      (v) Where the assets are secured on or backed by real property or other physical assets, or rely on such security, the ratio of the amount of the assets to the value or amount of such security at origination, if available;
      (vi) For loans and credit agreements, the principal lending criteria and extent to which loans may be included which do not meet these criteria;
      (vii) An indication of significant representations and warranties given to the issuer relating to the assets;
      (viii) The method of origination or creation of the assets;
      (ix) Any rights to substitute the assets and a description of the assets which may be substituted for the original assets;
      (x) For loans and credit agreements, any rights or obligations to make further advances;
      (xi) A description of the principal insurance policies, including the names, and where appropriate, the addresses and a brief description of the providers. Any concentration with one insurer should be disclosed if it is material to the transaction;
      (xii) Where the assets consist of obligations of an obligor's accounts for 10% or more of the assets, so far as the issuer is aware and/or is able to ascertain from information published by the obligor(s), the information required in respect of each obligor will be the same as that which would be required if it were itself the issuer of the securities to be listed;
      (xiii) Where it is already listed on a regulated stock exchange or the obligations are guaranteed by an entity listed on a regulated stock exchange, in this case only the name, address, country of incorporation, nature of business and name of the exchange on which its securities are listed need be disclosed in respect of the obligor and the guarantor (if applicable);
      (xiv) Any relationship between the issuer, guarantor and obligor, if any, must be included. The principal terms and conditions of the obligations must be stated, except where the obligations are debt securities listed on a regulated stock exchange;
      (xv) Where the assets consist of obligations of more than 10 obligors, or where an obligor accounts for less than 10% of the assets the general characteristics and descriptions of the obligors must be given; and
      (xvi) Where the assets consist of equity securities, the information under section OFS-5.2 should be included in respect of those securities.
      (b) Investment considerations:
      (i) An explanation of any matter of significance to investors relating to the issue. Any such explanation should be given appropriate prominence depending on the nature of the matter concerned and its significance to investors; and
      (ii) Where the issuer proposes to or may issue further debt securities backed by the same assets, a prominent statement to that effect and unless those further debt securities are fungible with or are subordinated to any class of existing listed debt security, a statement that the prior approval of the holders of that class will be sought.
      (c) A description of the method and a statement of the date of the sale, transfer or assignment of the assets or of any rights in the assets to the issuer;
      (d) A description of the structure of the transaction;
      (e) An explanation of the flow of funds stating:
      (i) How the cash flow from the assets is expected to meet the issuer's obligations to holders of the securities;
      (ii) Information on any credit enhancements;
      (iii) An indication of where material potential liquidity shortfalls are expected to occur;
      (iv) The availability of any liquidity supports as an indication of provisions to cover interest shortfall risks;
      (v) An indication of any investment parameters for the investment of temporary liquidity surpluses;
      (vi) How payments are collected in respect of the assets;
      (vii) The order of priority of payments made by the issuer to the holders of the class of debt securities in question;
      (viii) Any fees payable by the issuer;
      (ix) Details of any other arrangements upon which payments of interest and principal to investors are dependent;
      (x) Information regarding the accumulation of surpluses in the issuer; and
      (xi) Details of any subordinated debt finance.
      (f) The name, address, description and significant business activities of the originator, or creator of the assets backing the issue;
      (g) The name, address, description and significant business activities of the administrator or equivalent, (if any), together with a summary of the administrator's responsibilities and a summary of the provisions relating to the termination of the appointment of the administrator and the appointment of an alternative administrator;
      (h) The names and addresses and brief description of:
      (i) Any swap counterparties and any providers of other material forms of enhancement; and
      (ii) The banks with which the main accounts relating to the transaction are held.
      (i) If applicable, a statement that the issuer does not intend to publish annual reports and accounts and that the trust deed constituting the issue requires the issuer to provide written confirmation to the trustee (or equivalent), on an annual basis, that no event or default or other matter which is required to be brought to the trustee's attention has occurred.
      January 2014

    • OFS-5.5.2

      If applicable, all information under Paragraph OFS-5.5.1 must be disclosed in the offering document in respect of any underlying assets used to secure the issued securities, whether classified as asset-back securities or otherwise.

      January 2014