Securitisation Cell Companies (Amendment) Regulations, 2016

Suppliment tal-Gazzetta tal-Gvern ta’ Malta Nru. 19,669, 28 ta’ Ottubru, 2016

L.N. 347 of 2016

COMPANIES ACT

(CAP. 386)

INSURANCE BUSINESS ACT

(CAP. 403)

SECURITISATION ACT

(CAP. 484)

Securitisation Cell Companies (Amendment) Regulations, 2016

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:-

The title of these regulations is the Securitisation Cell Citation.

Companies (Amendment) Regulations, 2016, and these regulations

shall be read and construed as one with the Securitisation Cell S.L. 386.16

Companies Regulations, hereinafter referred to as "the principal

regulations".

In sub-regulation (1) of regulation 2 of the principal Amends

regulations, for the definition "group" there shall be substituted the regulation

the principal

following

regulations.

" "group" shall be construed in accordance with the

definition "group company" in article 2 of the Act;".

Regulation 29 of the principal regulations shall be Substitutes

regulation 29 of

substituted by the following

the principal

regulations.

" Interpretation.

For the purposes of this Part, the

following definitions shall apply

"EU Delegated Regulation" has the

same meaning assigned to it in the

Reinsurance Special Purpose Vehicles

Regulations;

"EU Implementing Regulation" has

the same meaning assigned to it in the

Reinsurance Special Purpose Vehicles

Regulations;

"EU Regulations" has the same

meaning assigned to it in the Reinsurance

Special Purpose Vehicles Regulations;

"Insurance Rules" has the same

meaning assigned to it in the Reinsurance

Special Purpose Vehicles Regulations.".

4. In sub-regulation (5) of regulation 32 of the principal

regulations, for the words "regulation 13", there shall be substituted

the word "regulation 10".

5. In regulation 33 of the principal regulations, for the words

"an insurance rule", there shall be substituted the words "Insurance

Rules".

6. In sub-regulation (1) of regulation 34 of the principal

regulations, for the words "regulations 6(4) and 16(2)(f)", there shall

be substituted the words "Article 321 of the EU Delegated Regulation

and regulation 13(2)(f)".

7. Regulation 35 of the principal regulations shall be

substituted by the following

" Application

(1)

Save as otherwise varied by

of the

this regulation, the provisions of the

Reinsurance

Reinsurance

Special

Purpose

Vehicles

Special

Purpose

Regulations and any Insurance Rules issued

Vehicles

Regulations.

thereunder, shall mutatis mutandis apply to a

securitisation cell company carrying on the

business of a reinsurance special purpose

vehicle

Provided that where any provisions

of the Reinsurance Special Purpose Vehicles

Regulations, or any Insurance 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 Vehicles

Regulations, or of any Insurance 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

Purpose

Vehicles

Regulations shall apply to a securitisation cell

company in the manner provided hereunder

(a)

regulation 9 of the Reinsurance

Special Purpose Vehicles Regulations shall

apply to a securitisation cell company as a

whole and on a cell by cell basis;

(b) without prejudice to regulation

32(5), regulation 10 of the Reinsurance

Special Purpose Vehicles Regulations shall

apply to a securitisation cell company as a

whole.

(3) The following provisions of the EU

Regulations shall apply to a securitisation cell

company in the manner provided hereunder

(a)

article 318 of the EU Delegated

Regulation shall apply to a securitisation

cell company as follows

(i) paragraph (a) thereof

shall apply to a securitisation cell

company as a whole;

(ii) paragraph (b) thereof

shall apply to a securitisation cell

company as a whole and in respect of

each of its cells individually;

(iii) paragraph (c) 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 set out in Articles 319 to

321 of the EU Delegated Regulation;

B

(iv) paragraph (d) thereof

shall be deemed to require the persons

who effectively direct or manage the

securitisation cell company to satisfy

the requirements of Article 322 of the

EU Delegated Regulation in respect

of each and every cell as well as the

securitisation cell company as a

whole;

(v) paragraph (e) thereof

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;

(vi) paragraph (f) thereof

shall apply to the securitisation cell

company as a whole;

(vii) subject to paragraph (g)

thereof

shall

apply

to

the

securitisation cell company as a

whole;

(viii) paragraph (h) thereof

shall apply to a securitisation cell

company as a whole and in respect of

each of its cells individually;

(b) Articles 319 of the EU

Delegated Regulation shall apply to a

securitisation cell company as a whole and

on a cell by cell basis;

(c)

Article 320 of the EU

Delegated Regulation shall apply to a

securitisation cell company in respect of

each cell individually;

(d) Article 325 of the EU

Delegated Regulation 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;

(e)

Article 326 of the EU

Delegated Regulation shall apply to a

securitisation cell company as a whole and

on a cell by cell basis;

(f)

Article 327 of the EU

Delegated Regulation shall apply to a

securitisation cell company as a whole and

on a cell by cell basis;

(g) Articles 13 and 14 of the EU

Implementing Regulation 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.".

B

€0.27