Securitisation Cell Companies Regulations, 2014

Suppliment tal-Gazzetta tal-Gvern ta’ Malta, Nru. 19,349, 28 ta’ Novembru, 2014

L.N. 411 of 2014

COMPANIES ACT

(CAP. 386)

INSURANCE BUSINESS ACT

(CAP. 403)

SECURITISATION ACT

(CAP. 484)

Securitisation Cell Companies Regulations, 2014

IN exercise of the powers conferred by article 84A and 84C of

the Companies Act, article 64 of the Insurance Business Act, and

article 23 of the Securitisation Act, the Minister for Finance, acting

on the advice of the Malta Financial Services Authority, has made the

following regulations:-

PART I

GENERAL

The title of these regulations is the Securitisation Cell Citation.

Companies Regulations, 2014.

(1)

In these regulations, unless the context otherwise Interpretation.

requires -

"the Act" means the Companies Act;

"ceding undertaking" has the same meaning assigned to it in the

Reinsurance Special Purpose Vehicles Regulations;

"cell" means a cell created by a cell company for the purpose of

segregating and protecting the cellular assets of the company in the

manner provided by these regulations and includes a reference to

segregated accounts, compartments or units within a company having

multiple accounts, compartments or units, by whatever name

designated, and the word "cellular" shall be interpreted and applied

accordingly;

"cellular assets" of a cell company means the assets of the

company attributable to any cell of the company as prescribed in

these regulations;

"cell company" is a company formed or constituted as such or,

in the case of regulation 21 converted into a cell company, and

creating within itself one or more cells to segregate and protect the

cellular assets of the company in accordance with the provisions of

these regulations;

"the competent authority" means the Malta Financial Services

Authority established by the Malta Financial Services Authority Act;

"financial instruments" has the same meaning assigned to it by

the Financial Markets Act;

"Financial Services Tribunal" means the Tribunal established

under article 21 of the Malta Financial Services Authority Act;

"group" has the same meaning as assigned to it in the

Reinsurance Special Purpose Vehicles Regulations;

"non-cellular assets" of a cell company means the assets of the

company which are not cellular assets;

"public securitisation vehicle" means a vehicle as referred to in

article 19 of the Securitisation Act;

"Registrar of Companies" means the Registrar appointed in

terms of article 400 of the Act;

"reinsurance special purpose vehicle" has the same meaning

assigned to it in the Reinsurance Special Purpose Vehicles

Regulations;

"securitisation cell company" is a cell company which enters

into transactions as referred to in regulation 4;

"securitisation vehicle" means a vehicle as referred to in article

3(1)(a) of the Securitisation Act.

(2) Words and expressions used in these regulations which are

also used in the Act, but which are not defined herein, shall in these

regulations have the same meaning as in the Act.

(1) The Act shall, subject to the provisions of these

regulations, and unless the context otherwise requires, apply to a

securitisation cell company.

(2) In so far as the provisions of the Act are inconsistent with

the provisions of these regulations or of any other legislation

applicable in terms of these regulations, the provisions of these

regulations and of any such legislation shall prevail and the

provisions of the Act shall, to the extent of the inconsistency, not

apply to a securitisation cell company.

(1) A securitisation cell company shall be established

solely for the purpose of either

(a)

entering into securitisation transactions, other than

the assumption of risks as specified in paragraph (b), in

accordance with Part II of these regulations; or

(b)

assuming risks as a reinsurance special purpose

vehicle from a ceding undertaking through reinsurance

contracts, or assuming insurance risks through similar

arrangements, in accordance with Part III of these regulations.

(2) A securitisation cell company may not carry on any trade

or business, other than that relating or ancillary to a transaction as

referred to in sub-regulation (1).

(3) Notwithstanding that a securitisation cell company may

have created one or more cells

(a)

a securitisation cell company is a single legal

person; and

(b) the creation by a securitisation cell company of a

cell does not create, in respect of that cell, a legal person

separate from the securitisation cell company.

(4) The assets and liabilities of each cell comprised in a

securitisation cell company shall, for all intents and purposes of law,

be treated as a patrimony separate from the assets and liabilities of

each other cell of the securitisation cell company, and from the assets

and liabilities of the securitisation cell company itself.

(1) Without prejudice to the provisions of the Act, the Name of

name of a securitisation cell company shall, include the expression securitisation

cell company.

"Securitisation Cell Company" or "SCC" immediately before the

word "limited" or its abbreviation "ltd." or the words "public limited

company" or their abbreviation "p.l.c." as applicable.

(2) A company shall not be deemed to be a securitisation cell

company until it has complied with the provisions of this regulation.

(3) Without prejudice to article 6 of the Act, a securitisation

cell company shall also indicate in a suitable manner in all its

business letters and forms that it is a securitisation cell company.

(4) A securitisation cell company shall state that it is a

securitisation cell company in its memorandum of association, in the

manner provided in these regulations.

(1) Without prejudice to regulations 22, 24 and 32, a Creation of

securitisation cell company may only create cells by means of a cells.

resolution of the board of directors of the securitisation cell company

to create a new cell for the purpose of entering into transactions

referred to in regulation 4(1).

(2) Each cell of a securitisation cell company shall have its

own distinct name or designation which shall include the word "cell".

(1) Without prejudice to regulation 4(4), the assets of a

securitisation cell company shall be either cellular assets or non-

cellular assets.

(2) It shall be the duty of the directors of a securitisation cell

company to keep

(a) cellular assets separate and separately identifiable

from non-cellular assets;

(b) cellular assets attributable to each cell separate and

separately identifiable from cellular assets attributable to other

cells; and

(c)

separate records, accounts, statements and other

documents as may be necessary to evidence the assets and

liabilities of each cell as distinct and separate from the assets

and liabilities of other cells in the same company, and as distinct

and separate from the non-cellular assets and liabilities of the

securitisation cell company.

(3) The cellular assets of a securitisation cell company mean

the assets of the company attributable to the cells of the company.

(4) The non-cellular assets of a securitisation cell company

mean the assets of the company which are not cellular assets.

(1) A securitisation cell company may, in respect of any

of its cells, create and issue shares ("cell shares") the proceeds of the

issue of which ("cell share capital") shall be comprised in the cellular

assets attributable to the cell in respect of which the cell shares were

issued.

(2) The proceeds of the issue of shares, other than cell shares

created and issued by a securitisation cell company, shall be

comprised in the non-cellular assets of the company.

(3) A securitisation cell company may pay a dividend (a

"cellular dividend") in respect of cell shares.

(4) Cellular dividends may be paid in respect of cell shares by

reference only to the cellular assets and liabilities, or the profits

attributable to the cell in respect of which the cell shares were issued;

and accordingly, in determining whether or not profits are available

for the purposes of paying a cellular dividend, no account shall be

taken of -

(a)

the profits and losses, or the assets and liabilities,

attributable to any other cell of the company; or

(b)

non-cellular profits and losses, or non-cellular assets

and liabilities.

(5) Unless the context otherwise requires, references to shares

in the Act include references to cell shares.

A securitisation cell company shall

Company to

inform persons

that they are

(a) inform, in writing, any person with whom it

dealing with a

transacts its business that it is a securitisation cell company; and

securitisation

cell company.

(b) for the purposes of that transaction, identify or

specify the cell in respect of which that person is transacting,

unless that transaction is not a transaction in respect of a

particular cell.

(1) In every transaction entered into by a securitisation Segregation of

cell company, there shall be implied the following terms, namely cellular assets.

that -

(a)

no party shall seek, whether in any proceedings or

by any other means whatsoever, to make or attempt to use any

cellular assets attributable to any cell of the company to satisfy a

liability not attributable to that cell; and

(b) if any party succeeds by any means whatsoever in

using any cellular assets attributable to any cell of the company

to satisfy a liability not attributable to that cell, that party shall

be liable to the securitisation cell company to pay a sum equal to

the value of the benefit thereby obtained by him.

(2) Any asset or sum recovered by a securitisation cell

company under the implied term set out in sub-regulation (1)(b) or by

any other means whatsoever in the events referred to in that

paragraph shall, after the deduction or payment of any costs of

recovery, be applied by the company so as to compensate the cell

affected.

(3) In the event of an executive warrant being issued or

enforced on a securitisation cell company in respect of any cellular

assets attributable to a cell and in respect of a liability not attributable

to that cell, and in so far as such assets or compensation in respect

thereof cannot otherwise be restored to the cell affected, the company

shall -

(a)

cause or procure its auditor, acting as expert and not

as arbitrator, to certify the value of the assets lost by the cell

affected; and

(b) transfer or pay to the cell affected, from the cellular

or non-cellular assets to which the liability was attributable,

assets or sums sufficient to restore to the cell affected the value

of the assets lost.

Cellular assets attributable to a cell of a securitisation cell

company shall -

(a)

only be available to the creditors of the company

who are creditors in respect of that cell and who are thereby

entitled, in conformity with these regulations, to have recourse

to the cellular assets attributable to that cell;

(b) be absolutely protected from the creditors of the

company who are not creditors in respect of that cell and who

accordingly are not entitled to have recourse to the cellular

assets attributable to that cell.

(1) Where any liability arises which is attributable to a

particular cell of a securitisation cell company -

(a)

only the cellular assets attributable to that cell shall

be used to satisfy the liability; and

(b) any cellular assets not attributable to the relevant

cell shall not be used to satisfy the liability.

(2) Any liability not attributable to a particular cell of a

securitisation cell company shall be the liability solely of the

company’s non-cellular assets, provided that apportionments may be

made out of the assets attributable to the individual cells towards the

costs of the day-to-day administration of the securitisation cell

company.

(1) A securitisation cell company may, in respect of any

of its cells, issue financial instruments in one or more tranches, the

proceeds of the issue of which shall be comprised in the cellular

assets attributable to the cell in respect of which the financial

instruments were issued.

(2) When a securitisation cell company issues financial

instruments in respect of any of its cells, the offering document or

prospectus and any other documentation relating to the issue of the

financial instruments shall identify the cell in respect of which the

financial instruments are issued.

(3) Financial instruments issued in respect of a cell may be

denominated in different currencies.

(1) The directors of a securitisation cell company may

choose the base currency of a cell which may be different from the

currency of the non-cellular share capital.

(2) Where no choice is made in accordance with sub-

regulation (1), the base currency of a cell shall be the currency of the

non-cellular share capital of the securitisation cell company.

(1) A securitisation cell company shall draw up its Accounts.

annual accounts in either the currency of its non-cellular share capital

or the base currency of one of its cells.

(2) The directors of a securitisation cell company shall

maintain proper accounting records of the assets and liabilities of

each cell in the base currency of that cell.

(3) The provisions of sub-regulation (1) shall mutatis

mutandis apply to the drawing up of any other reports or financial

statements which may be required under the Act or by the competent

authority.

(4) For the purposes of sub-regulations (1) and (3), the

conversion from the base currency of a cell or the conversion from

the currency of the non-cellular share capital into the currency in

which the annual accounts of the securitisation cell company are to be

drawn up shall be done in accordance with generally accepted

accounting principles and practice.

(1) Any person who is aggrieved by a decision of the Appeals.

competent authority -

(a)

to refuse to issue an approval to a securitisation cell

company carrying on the business of a public securitisation

vehicle to create one or more cells, under regulation 24(1); or

(b) to withdraw an approval granted to a securitisation

cell company carrying on the business of a public securitisation

vehicle to create one or more cells, under regulation 24(3); or

(c)

to refuse to issue an approval to a securitisation cell

company carrying on business as a reinsurance special purpose

vehicle to create one or more cells under regulation 32(2); or

(d) to withdraw an approval granted to a securitisation

cell company carrying on business as a reinsurance special

purpose vehicle to create one or more cells under regulation

32(5),

may appeal against the decision to the Financial Services Tribunal

which shall have exclusive competence to hear appeals on the matters

listed in this regulation.

(2) The provisions of article 21 of the Malta Financial Cap. 330.

Services Authority Act shall apply mutatis mutandis to appeals that

may be brought before the Financial Services Tribunal under this

regulation

Provided that for the purposes of proceedings arising in

relation to sub-regulation (1)(c) and (d), the members appointed

under article 21(4) of the Malta Financial Services Authority Act

shall be substituted by persons to be appointed in accordance with the

proviso to article 57(1) of the Insurance Business Act.

(1) The competent authority may issue rules for the

purposes of Part II or Part III of these regulations.

(2) Such rules may contain such incidental, supplementary and

consequential provisions as appear to the competent authority to be

expedient for the purposes of these regulations.

PART II

SECURITISATION CELL COMPANIES CARRYING ON

BUSINESS OF SECURITISATION VEHICLES

The provisions of Part II shall apply to a securitisation cell

company carrying on the business of a securitisation vehicle in

accordance with the Securitisation Act, and any reference to a

securitisation cell company within this Part shall be construed as a

reference to a securitisation cell company carrying on exclusively the

business of a securitisation vehicle in accordance with the

Securitisation Act.

For the purposes of this Part, the following definitions

shall apply

"Continuation Regulations" means

the

Companies

Act

(Continuation of Companies) Regulations;

"court" means the Civil Court, First Hall;

"originator" has the same meaning assigned to it by the

Securitisation Act;

"securitisation" has the same meaning assigned to it by the

Securitisation Act;

"securitisation asset" has the same meaning assigned to it by the

Securitisation Act;

"securitisation creditor" has the same meaning assigned to it by

the Securitisation Act.

Without prejudice to the provisions of article 3(2) of the

Securitisation Act, the memorandum or articles of association of a

securitisation cell company shall state that

(a)

the securitisation cell company may create cells for

the purpose of entering into securitisation transactions; and

(b) the directors may, subject to the provisions of the

Securitisation Act and these regulations, carry out all acts Cap. 484.

relating to the creation, operation and termination of cells in a

securitisation cell company.

A securitisation vehicle formed and constituted as a Conversions.

limited liability company under the Act, or continued in Malta in

terms of the Continuation Regulations, may be converted into a S.L. 386.05.

securitisation cell company, subject to the submission of a written

notification to the competent authority on the appropriate form

accompanied by the following documentation

(a)

a copy of the board resolution approving the

conversion, and the extraordinary resolution amending the

securitisation vehicle’s memorandum and articles of

association;

(b) a copy of the letter sent to all the securitisation

vehicle’s securitisation creditors informing them of the intended

conversion and allowing them a period of thirty days for the

filing of any objections in court in accordance with sub-

regulation (3);

(c)

a copy of the notice published in accordance with

sub-regulation (2);

(d) details of any representations received in reply to the

letter mentioned at paragraph (b) or to the notice published in

terms of sub-regulation (2); and

(e)

any other information or explanations that the

competent authority may reasonably require.

(2) The notice required in terms of sub-regulation (1)(d) shall

be addressed to the company’s securitisation creditors, informing

them of the intended conversion and allowing them thirty days for the

filing of any objections in court in accordance with sub-regulation

(3); and it shall be published by the company as follows

(a)

in a daily newspaper circulating wholly or mainly in

Malta; or

(b) where it appears that the majority of the creditors

reside outside Malta, in a daily newspaper circulating wholly or

mainly in such other jurisdiction outside Malta; or

(c)

where there is doubt as to where the majority of the

creditors reside, in a daily newspaper which has wide

international circulation.

(3) If a creditor of the company whose debt existed prior to the

issue of the letter or publication of the notice referred to in sub-

regulation (1) objects to the conversion by application filed in court

within the period of thirty days from the notification as aforesaid, and

satisfies the court that due to the proposed conversion the satisfaction

of his claims would be prejudiced and that no adequate safeguards

have been obtained from the company, the court shall either uphold

the objection or allow the conversion on sufficient security being

given.

(1) Without prejudice to article 18 of the Securitisation

Act, a securitisation cell company shall not commence business in

respect of any cell unless it has given notice on the appropriate form

to the competent authority that it intends to enter into one or more

securitisation transactions in respect of that cell.

(2) A securitisation cell company shall deliver to the Registrar

of Companies for registration a copy of the resolution to create a new

cell referred to in regulation 6(1), within fourteen days from the date

of the said resolution.

A securitisation cell company which falls within the

definition of a "public securitisation vehicle" in terms of article

19(1)(a) of the Securitisation Act as a result of the issuance of

financial instruments to the public on a continuous basis in respect of

one or more cells, shall comply with article 19 of the said Act in its

entirety and with any directives issued thereunder.

(1) Cells of a securitisation cell company which falls

within the definition of a "public securitisation vehicle" in terms of

article 19(1)(a) of the Securitisation Act may only be created with the

prior approval of the competent authority.

(2) An application for the approval of a cell under sub-

regulation (1) shall be made to the competent authority in such form

and manner, and shall be accompanied by such documents and

information verified in such manner, as the competent authority may,

from time to time, determine.

(3) The competent authority may impose restrictions on an

approval or may revoke an approval in any of the following

circumstances

(a)

if any document or information accompanying such

an application for an approval or any information given in

connection therewith is false in any material particular or if the

holder of an approval conceals from, or fails to notify to, the

competent authority any document or information or change

therein which it was its duty to reveal or notify; or

(b)

if the holder fails to comply with any of the

provisions of this Part or any rules issued hereunder or with the

conditions under which the approval was granted; or

(c)

if the cell is likely to become insolvent.

(4) A public securitisation cell company shall deliver a copy

of the approval of the creation of a cell to the Registrar of Companies

for registration within fourteen days from the date of issue of the

approval.

(1) A securitisation cell company may enter into one or Securitisation

more securitisation transactions in respect of a cell created within the transactions.

securitisation cell company, provided that the securitisation assets

allocated to a cell shall originate from the same originator.

(2) A securitisation cell company may not enter into

securitisation transactions in respect of the non-cellular assets of the

cell company.

(1) Unless otherwise provided in any constitutive Winding up.

documents or agreement as referred to in article 22 of the

Securitisation Act

(a)

proceedings in relation to a securitisation cell

company shall respect the status of each cell as a patrimony

separate from the assets and liabilities of each other cell of the

securitisation cell company and the cell company itself in terms

of these regulations;

(b) where a provisional administrator or liquidator is

appointed under the Act, he shall

(i) deal with the securitisation cell company’s

assets in accordance with the requirements of regulation

7(2); and

(ii) in discharge of the claims of creditors of the

securitisation cell company, apply the securitisation cell

company’s assets to those entitled to have recourse thereto

in accordance with these regulations;

(c)

proceedings under the Act shall apply mutatis

mutandis to a cell as though it were a distinct legal entity

operating in terms of the Securitisation Act, and with such Cap. 484.

modifications as are necessary to accommodate the fact that the

cell is not a company; and any proceedings in relation to one

cell shall not have any effect on the assets of any other cell of

the securitisation cell company or of the securitisation cell

company itself.

(2) The term "proceedings" in this regulation refers to any

proceedings in terms of Part V, Title II and Part VI of the Act.

(1) Save as otherwise provided by these regulations, the

provisions of the Securitisation Act and any rules or regulations

issued thereunder shall apply to a securitisation cell company and to

each of its cells

Provided that where any provisions of the Securitisation

Act, or any rules or regulations made thereunder, are inconsistent

with the provisions of these regulations, the provisions of these

regulations shall prevail and the provisions of the Securitisation Act,

or of any rules or regulations made thereunder shall, to the extent of

the inconsistency, not apply to a securitisation cell company.

(2) For the purposes of this Part, any reference in the

Securitisation Act to securitisation assets shall be deemed to be a

reference to securitisation assets attributable to a particular cell of a

securitisation cell company, and any rights and liabilities related

thereto shall be construed accordingly.

(3) For the purposes of this Part, any reference in the

Securitisation Act to securities shall be deemed to be a reference to

securities linked to a particular cell of a securitisation cell company,

and any rights and obligations related thereto shall be construed

accordingly.

(4) Unless otherwise specifically determined in writing in the

terms of issue of securities, the privilege granted under article 16 of

the Securitisation Act shall only attach to securitisation assets

attributable to the relevant financial instruments issued in respect of

the relevant cell.

PART III

SECURITISATION CELL COMPANIES CARRYING ON

BUSINESS AS REINSURANCE SPECIAL PURPOSE VEHICLES

The provisions of Part III shall apply to a securitisation cell

company carrying on business as a reinsurance special purpose

vehicle in accordance with the Reinsurance Special Purpose Vehicles

Regulations, and any reference to a securitisation cell company

within this part shall be construed as a reference to a securitisation

cell company carrying on exclusively business as a reinsurance

special purpose vehicle in accordance with the Reinsurance Special

Purpose Vehicles Regulations.

For the purposes of this Part, "insurance rule" shall have

the same meaning assigned to it in the Reinsurance Special Purpose

Vehicles Regulations.

(1)

A securitisation cell company may enter into one or

more risk transfer arrangements in respect of a cell

Provided that all risk transfer arrangements attributable to

an individual cell shall originate from a single ceding undertaking or

from ceding undertakings belonging to the same group

Provided further that all contractual arrangements relating

to the transfer of risk from a ceding undertaking to the securitisation

cell company and from the securitisation cell company to the

providers of debt or financing shall clearly identify the cell to which

the transfer of risk relates.

(2) A securitisation cell company may not enter into risk

transfer arrangements in respect of the non-cellular assets of the cell

company.

(1) A securitisation cell company may only carry on Securitisation

business as a reinsurance special purpose vehicle with the prior cell

carrying on

authorisation of the competent authority granted in terms of the business

reinsurance

Reinsurance Special Purpose Vehicles Regulations, subject to the special purpose

vehicles.

provisions of this Part.

(2) The competent authority may, from time to time, in such a

manner as it deems appropriate

(a)

vary or revoke any term or condition subject to

which an authorisation under sub-regulation (1) was granted;

and

(b) impose any new term or condition in relation to any

such authorisation.

(1) The memorandum or articles of association of a Approval of a

cell.

securitisation cell company shall state that

(a)

the securitisation cell company may create cells for

the purpose of carrying out the activities of a reinsurance special

purpose vehicle through such cells; and

(b) the directors may, subject to the provisions of the

Reinsurance Special Purpose Vehicles Regulations and Parts I S.L. 403.19

and III of these regulations, carry out all acts relating to the

creation, operation and termination of cells in a securitisation

cell company.

(2) A cell of a securitisation cell company may only be created

with the prior approval of the competent authority.

(3) A securitisation cell company shall deliver a copy of the

approval of the creation of a cell to the Registrar of Companies for

registration within fourteen days from the date of issue of the

approval by the competent authority.

(4) The competent authority may, from time to time, in such a

manner as it deems appropriate

(a)

vary or revoke any term or condition subject to

which an approval under sub-regulation (2) was granted; and

(b) impose any new term or condition in relation to any

such approval.

(5) The competent authority may withdraw its approval in

respect of any cell or cells of the securitisation cell company on the

same grounds and on the same basis as referred to in regulation 13 of

the Reinsurance Special Purpose Vehicles Regulations.

An application for the creation of a new cell shall be made

to the competent authority in such form and manner, and shall be

accompanied by such documents and information verified in such

manner as may be determined by an insurance rule.

(1) Without prejudice to regulations 6(4) and 16(2)(f) of

the Reinsurance Special Purpose Vehicles Regulations -

(a)

proceedings in relation to a securitisation cell

company shall respect the status of each cell as a patrimony

separate from the assets and liabilities of each other cell of the

securitisation cell company and the cell company itself in terms

of these regulations;

(b) where a provisional administrator or liquidator is

appointed under the Act, he shall

(i) deal with the securitisation cell company’s

assets in accordance with the requirements of regulation

7(2); and

(ii) in discharge of the claims of creditors of the

securitisation cell company, apply the securitisation cell

company’s assets to those entitled to have recourse thereto

in accordance with these regulations;

(c)

proceedings under the Act shall apply mutatis

mutandis to a cell as though it were a distinct legal entity

operating in terms of the Reinsurance Special Purpose Vehicles

Regulations, and with such modifications as are necessary to

accommodate the fact that the cell is not a company; and any

proceedings in relation to one cell shall not have any effect on

the assets of any other cell of the securitisation cell company or

of the securitisation cell company itself.

(2) The term "proceedings" in this regulation refers to any

proceedings in terms of Part V, Title II and Part VI of the Act.

(1) Save as otherwise varied by this regulation, the Application of

provisions of the Reinsurance Special Purpose Vehicle Regulations the

Special Purpose

and any insurance rules issued thereunder shall mutatis mutandis Vehicle

Regulations.

apply to a securitisation cell company carrying on the business of a S.L. 403.19

reinsurance special purpose vehicle

Provided that where any provisions of the Reinsurance S.L. 403.19

Special Purpose Vehicle Regulations, or any rules issued thereunder,

are inconsistent with the provisions of these regulations, the

provisions of these regulations shall prevail and the provisions of the

Reinsurance Special Purpose Vehicle Regulations, or of any rules

made thereunder shall, to the extent of the inconsistency, not apply to

a securitisation cell company carrying on business as a reinsurance

special purpose vehicle

Provided that the status of each cell as a patrimony

separate from the assets and liabilities of each other cell and of the

securitisation cell company shall be respected

Provided further that a securitisation cell company set up

in accordance with this Part may enter into contractual arrangements

and risk transfer arrangements giving rise to rights and obligations in

respect of a cell to the exclusion of other cells.

(2) The following provisions of the Reinsurance Special S.L. 403.19

Purpose Vehicles Regulations shall apply to a securitisation cell

company in the manner provided hereunder

(a)

regulation 3(2) of the Reinsurance Special Purpose S.L. 403.19

Vehicles Regulations shall only apply to a securitisation cell

company in respect of each of its cells individually, and a

securitisation cell company as a whole can enter into multiple

risk transfer arrangements with different ceding undertakings or

with ceding undertakings belonging to different groups,

provided that all risk transfer arrangements attributable to an

individual cell shall originate from a single ceding undertaking

or from ceding undertakings belonging to the same group;

(b) regulation 4 of the Reinsurance Special Purpose S.L. 403.19

Vehicles Regulations shall apply to a securitisation cell

company as follows

(i) paragraphs (a), (b) and (c) thereof shall apply

to a securitisation cell company as a whole;

(ii) paragraph (d) thereof shall apply in so far as

the contractual arrangements to be entered into by a

securitisation cell company in respect of any of its cells,

and the investment in respect of such cell shall satisfy the

conditions of regulation 6 of the Reinsurance Special

Purpose Vehicle Regulations;

(iii) paragraph (e) shall be deemed to require the

persons who effectively direct or manage the securitisation

cell company to satisfy the requirements of regulation 7(2)

of the Reinsurance Special Purpose Vehicle Regulations in

respect of each and every cell as well as the securitisation

cell company as a whole;

(iv) paragraph (f) shall apply to a securitisation

cell company as a whole with the additional requirement

that the securitisation cell company shall also have the

obligation to disclose the identity of holders of shares with

a qualifying shareholding in any of its cells;

(v) paragraphs (g) and, subject to paragraph (d)

of this regulation, paragraph (h) shall apply to the

securitisation cell company as a whole;

(vi) paragraph (i) shall apply to the securitisation

cell company as a whole and in respect of each of its cells

individually;

(c)

sub-regulations (3) and (4) of regulation 5 of the

Reinsurance Special Purpose Vehicles Regulations shall be

construed to read as follows

"Where an authorised securitisation cell company

assumes additional or more than one risk under more than

one risk transfer arrangement, whether from one or more

ceding undertakings, the separate approval shall be sought

from the competent authority in respect of each such

arrangement.";

(d) regulation 6 of the Reinsurance Special Purpose

Vehicles Regulations shall apply to a securitisation cell

company in respect of each cell individually;

(e)

regulation 9 of the Reinsurance Special Purpose

Vehicles Regulations shall apply to a securitisation cell

company with the added obligation that reports to be submitted

to the competent authority shall clearly distinguish between the

activities carried out in respect of each individual cell;

(f)

regulations 10, 11 and 12 of the Reinsurance Special S.L. 403.19

Purpose Vehicles Regulations shall apply to a securitisation cell

company as a whole and on a cell by cell basis; and

(g) without prejudice to regulation 32(5) of these

regulations, regulation 13 of the Reinsurance Special Purpose S.L. 403.19

Vehicles Regulations shall apply to a securitisation cell

company as a whole.

€0.81