SECURITISATION CELL COMPANIES REGULATIONS

SUBSIDIARY LEGISLATION 386.16

SECURITISATION CELL COMPANIES

REGULATIONS

28th November, 2014

LEGAL NOTICE 411 of 2014, as amended by Legal Notice 347 of 2016.

PART I

GENERAL

The title of these regulations is the Securitisation Cell

Companies Regulations.

(1) In these regulations, unless the context otherwise

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" shall be construed in accordance with the definition

"group company" in article 2 of the Act;

"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 S pecial P urpose 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 a securitisation cell company shall, include the expression

"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

securitisation cell company may only create cells by means of a

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

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

its business that it is a securitisation cell company; and

(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

cell company, there shall be implied the following terms, namely

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 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

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 Services

Authority Act shall apply mutatis mutandis to appeals that may be

b r o u g h t b e f o r e t h e F i n a n c i a l S e r v i c e s Tr i b u n a l u n d e r t h i s

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;8"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 relating to the creation, operation and termination

of cells in a securitisation cell company.

A securitisation vehicle formed and constituted as a limited

liability company under the Act, or continued in Malta in terms of

the Continuation Regulations, may be converted into a

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

more securitisation transactions in respect of a cell created within

the 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

do c u m e n ts o r ag r e e m e n t as r e f e r r e d t o i n a r ti c l e 2 2 o f t h e

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 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 ve hicle in accordance with the

Reinsurance Special Purpose Vehicles Regulations.

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.

(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

business as a reinsurance special purpose vehicle with the prior

authorisation of the competent authority granted in terms of the

Reinsurance Special Purpose Vehicles Regulations, subject to the

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

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 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 10

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 Insurance Rules.

(1) Without prejudice to Article 321 of the EU Delegated

Regulation and regulation 13(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

p r o v i s i o n s o f t h e R e i n s u r a n c e S p e c i a l P u r p o s e Ve h i c l e s

Regulations and any Insurance Rules issued 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

p r o v i s i o n s o f t h e R e i n s u r a n c e S p e c i a l P u r p o s e Ve h i c l e s

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 COMPANIES

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;

(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

SECURITISATION CELL COMPANIES

competent authority shall clearly distinguish between

the activities carried out in respect of each individual

cell.