Notifications

Part

RCB Regulated Covered Bonds

Chapter

Notifications

Printed on: 07/11/2024

Rulebook at: 01/01/2013

RCB 3

Notifications

RCB 3.1

Application and Purpose

06/03/2008

Application

RCB 3.1.1

This chapter applies to issuers, asset pool monitors and owners.

01/01/2013

Purpose

RCB 3.1.2

This chapter sets out the reporting and notifications requirements under Regulations 17A, 18, 20, 24 and 25 of the RCB Regulations.

01/01/2013

RCB 3.2

Annual confirmations of compliance and asset pool monitor

01/01/2013

Form of confirmation and use of third party advisers and asset pool monitor's report

RCB 3.2.1

The issuer must send to the FSA annual written confirmation of compliance with Regulations 16 (sums derived from the issue of regulated covered bonds) and 17 (general requirements on the issuer in relation to the asset pool) of the RCB Regulations in the form set out in RCB 3 Annex 1D (annual confirmation of compliance).

06/03/2008

RCB 3.2.2

Before providing the confirmation required by this section, the issuer must obtain and consider written advice or reports from suitable independent third parties such as the asset pool monitor and, where appropriate, lawyers.

01/01/2013

RCB 3.2.3

The FSA expects the issuer to be able to justify any reliance it places on advice or reports which are not reasonably contemporaneous with the confirmation.

06/03/2008

RCB 3.2.4

The FSA expects the asset pool monitor's report to address at least the matters to be checked and due diligence procedures set out in RCB 2.3.18 G. The FSA may also specify additional matters that the asset pool monitor's report should address in relation to a particular issuer.

01/01/2013

RCB 3.2.4A

The FSA's use of its power under Regulation 18 of the RCB Regulations may include requiring the issuer to provide to the FSA copies of the advice or reports referred to in RCB 3.2.2 D.

01/01/2013

RCB 3.2.4B

The issuer must provide a copy of the asset pool monitor's report to the FSA when it sends the confirmation required by this section to the FSA.

01/01/2013

Timing of confirmation date

RCB 3.2.5

(1) The first confirmation date in relation to the annual confirmation must be the earlier of any date the issuer selects, or the date 12 months from the registration date.
(2) Subsequent confirmations must be made on the anniversary of the first confirmation date.

06/03/2008

RCB 3.2.6

The issuer must send each confirmation to the FSA within one month after the relevant confirmation date.

06/03/2008

Period covered by confirmation

RCB 3.2.7

The first confirmation must cover compliance during the period from the registration date up to the confirmation date referred to in RCB 3.2.5 D (1).

06/03/2008

RCB 3.2.8

Subsequent confirmations must cover compliance for the period from the last confirmation date to the date of the current confirmation.

06/03/2008

Verification of confirmation

RCB 3.2.9

The issuer must ensure that a director or a senior manager signs the annual confirmation and confirms on the FSA's form that the issuer has obtained the appropriate third party advice or reports required by this section.

01/01/2013

RCB 3.2.9A

Where possible, the director or senior manager who signs the annual confirmation should be the same director or senior manager who has verified the application for registration under RCB 2.2.6 D. If the director or senior manager is different to the director or senior manager who verified the application for registration, the issuer should notify the FSA at least one month before sending the confirmation to the FSA.

01/01/2013

Notifications by the owner

RCB 3.2.10

If the issuer is in insolvency, the owner must send the FSA under RCB 3.2.1 D:

(1) a confirmation of compliance within one month of the date of insolvency; and
(2) annual confirmations by the same dates as the date the confirmations under RCB 3.2.5 D are due.

06/03/2008

RCB 3.2.11

(1) The owner must ensure that a duly authorised representative signs the confirmation and confirms on the FSA's form that the owner has obtained the appropriate third party advice or reports required by this section.
(2) The owner must obtain appropriate advice in the same manner as set out in RCB 3.2.2 D and must provide a copy of the asset pool monitor's report to the FSA as set out in RCB 3.2.4B D.

01/01/2013

Review by asset pool monitor

RCB 3.2.12

In addition to requiring the asset pool monitor to prepare an annual report, Regulation 17A of the RCB Regulations requires that the asset pool monitor must inspect the compliance of the issuer or owner (as the case may be) with the requirements in Regulations 16, 17 or 24 of the RCB Regulations once every 12 months.

01/01/2013

RCB 3.2.13

The FSA expects the inspection by the asset pool monitor of the compliance of the issuer or owner (as the case may be) with the relevant requirements in the RCB Regulations to address at least the matters to be checked and due diligence procedures set out in RCB 2.3.18 G. The FSA expects that the inspection will be conducted on an agreed-upon-procedures basis.

01/01/2013

RCB 3.2.14

As required under Regulation 17A of the RCB Regulations, if it appears to the asset pool monitor that the issuer or owner (as the case may be) has failed to comply with the requirements set out in Regulations 17 or 24 of the RCB Regulations, or has not provided all relevant information or explanations, the asset pool monitor must report that to the FSA in writing as soon as possible.

01/01/2013

Change of asset pool monitor

RCB 3.2.15

If the asset pool monitor is changed, the issuer (or owner, as the case may be) should notify the FSA when the new asset pool monitor is appointed, giving the name of the new asset pool monitor and details of the reason for the change.

01/01/2013

RCB 3.3

Asset pool notifications

06/03/2008

Form of notifications

RCB 3.3.1

The issuer must send to the FSA, information relating to the asset pool, in the form set out in RCB 3 Annex 2D (asset notification form), and information relating to the regulated covered bonds issued under the programme, in the form set out in RCB 3 Annex 3 D (asset and liability profile form).

01/01/2013

RCB 3.3.2

The issuer must send the asset notification form to the FSA each month following the registration date, and the asset and liability profile form to the FSA within one month of the end of each quarter following the registration date.

01/01/2013

RCB 3.3.2A

The issuer must send to the FSA loan-by-loan level data relating to the asset pool in the form set out in RCB 3 Annex 7A D within one month of the end of each quarter following any issuance of regulated covered bonds after 1 January 2013. Guidance on how to complete this form is set out in RCB 3 Annex 7B G.

01/01/2013

Notifications by the owner

RCB 3.3.3

If the issuer is in insolvency, the owner must send to the FSA the notifications set out at RCB 3.3.1 D and RCB 3.3.2A D by the same dates as the dates the notifications under those directions are due.

01/01/2013

Due diligence

RCB 3.3.4

The issuer or the owner, as the case may be, should carry out, or make arrangements to carry out, appropriate due diligence to check that the analysis in the information provided to the FSA is correct.

01/01/2013

Addition or removal of assets from the asset pool

RCB 3.3.5

If the issuer or the owner (as the case may be) proposes to add or remove assets to or from the asset pool which change the level of over collateralisation by 5% or more, it must notify the FSA using the form set out in RCB 3 Annex 2 D (asset notification form) at least 5 business days prior to the proposed transfer, giving expected details of the size and composition of the transfer.

01/01/2013

RCB 3.4

Covered Bond issuance notifications

06/03/2008

RCB 3.4.1

The issuer must inform the FSA of the information relating to bond issuances from a regulated covered bond in the form set out in RCB 3 Annex 4 D (indicative terms form) at least 3 business days before the date of issuance.

01/01/2013

RCB 3.4.2

On the date of issuance, the issuer must send to the FSA:

(1) the information in the form set out in RCB 3 Annex 5 D (issuance form);
(2) the information in the form set out in RCB 3 Annex 3 D (asset and liability profile form); and
(3) the final terms of the regulated covered bonds or equivalent issuance documents setting out the terms of the regulated covered bonds and signed copies of swap documents.

01/01/2013

RCB 3.5

Other notifications

06/03/2008

Notifications of change of owner

RCB 3.5.1

Regulation 25 of the RCB Regulations (change of owner) sets out the procedures which apply where a regulated covered bond has been issued and the owner of the relevant asset pool proposes to transfer ownership to another person.

06/03/2008

RCB 3.5.2

If an owner proposes to transfer the asset pool to a new owner it must provide the FSA as a minimum with the following information in writing at least three months before the proposed transfer date:

(1) name, address and contact details of the proposed new owner;
(2) proposed transfer date and reasons for the transfer;
(3) an explanation of how the proposed new owner will comply with the requirements imposed on it by the RCB Regulations and RCB; and
(4) confirmation that the existing owner and the proposed new owner have obtained appropriate advice in relation to the proposed transfer, and details of such advice.

06/03/2008

Notifications of material changes

RCB 3.5.3

Regulation 20 of the RCB Regulations (material changes to the regulated covered bond) sets out the procedures which apply where an issuer proposes to make a material change to the contractual terms of the bond.

06/03/2008

RCB 3.5.4

If an issuer proposes to make a material change to the contractual terms of a regulated covered bond, it must inform the FSA of the following information to the FSA at least 3 months before the proposed date of the change:

(1) details of the proposed change including proposed date of change and the reasons for it;
(2) an assessment of the impact of the change on the ability of the issuer and owner to continue to comply with their requirements under the RCB Regulations and RCB; and
(3) confirmation that the issuer has obtained appropriate advice in relation to the proposed change and details of such advice.

06/03/2008

RCB 3.5.5

The FSA will regard as material any change that may affect the ability of the issuer or the owner to continue to comply with the requirements made on them under the RCB Regulations and RCB.

06/03/2008

Notifications to the FSA if asset pool is not capable or not likely to be capable of covering claims and of other matters

RCB 3.5.6

The issuer or the owner, as the case may be, must notify the FSA immediately, in writing by e-mail or hand-delivered letter, if Regulation 18(2), or 24(1)(c) of the RCB Regulations (obligation to inform FSA if asset pool not capable, or not likely to be capable of covering claims) is triggered.

06/03/2008

RCB 3.5.7

The issuer or the owner, as the case may be, must notify the FSA immediately in writing by e-mail, or hand-delivered letter, if requirements relating to the relevant regulated covered bond under the RCB Regulations or RCB are, or are likely to be, materially breached, or of any other matter which the FSA should be made aware of.

06/03/2008

RCB 3.5.8

The issuer or the owner, as the case may be, should include details of proposals to rectify the breach at the time they notify, or as soon as practicable after that time.

06/03/2008

Notification of cancellation

RCB 3.5.9

The issuer must notify the FSA if it proposes to cancel in full or in part a regulated covered bond or programme at least 3 business days before the cancellation will take effect.

01/01/2013

RCB 3.5.10

The issuer must send to the FSA the information in the form set out in RCB 3 Annex 6 D and an updated asset and liability profile form (RCB 3 Annex 3 D) on the date of cancellation of the regulated covered bond or programme.

01/01/2013

Publication of asset pool information and transaction documents

RCB 3.5.11

The issuer must publish the asset notification form sent to the FSA under RCB 3.3.1 D.

01/01/2013

RCB 3.5.12

The issuer must publish the information relating to the individual loan assets in the asset pool in the form set out in RCB 3 Annex 7A D (loan level disclosure) within one month of the end of each quarter following any issuance of regulated covered bonds after 1 January 2013.

01/01/2013

RCB 3.5.13

The issuer must publish the transaction documents (excluding legal opinions) relating to the regulated covered bond or programme.

01/01/2013

RCB 3.5.14

The publication of the information and documents required under RCB 3.5.11 D, RCB 3.5.12 D and RCB 3.5.13 D should be made on a subscription-only, secure, password-protected website. This website should also contain a link to the latest published prospectus relating to the relevant regulated covered bond or programme.

01/01/2013

RCB 3.5.15

(1) The transaction documents published under RCB 3.5.13 D should include the asset sale agreement, the servicing agreements, the administration and cash management agreements, the trust deed, the security deed, the agency agreements, the account bank agreement, the guaranteed investment contract, the master definitions agreement, intercompany loan agreements, the LLP deed, the asset monitor agreement, the swap documentation, the final terms of the regulated covered bonds or equivalent issuance documents setting out the terms of the regulated covered bonds and, if applicable, liquidity facility agreements.
(2) Where the transaction documents contain sensitive commercial terms (such as the up-front costs associated with a swap), the issuer may redact these terms for the purposes of publication, provided the relevant transaction documents are non-public and the relevant redacted terms refer to sunk costs which do not impact the transaction cash flows.

01/01/2013

RCB 3.5.16

If the issuer is in insolvency, the owner must publish the information set out at RCB 3.5.11 D and RCB 3.5.12 D in accordance with those directions.

01/01/2013

RCB 3.6

Fees and other matters

06/03/2008

Administrative fee

RCB 3.6.1

If an issuer or owner does not provide the notifications to the FSA required by directions made under this chapter by the date specified, then that issuer or owner must pay to the FSA an administrative fee of £250.

06/03/2008

Further information and direction

RCB 3.6.2

The FSA's exercise of its powers under Part 1 paragraph 3 of the Schedule to the RCB Regulations (power to require information) may include requesting information on the reviews undertaken or advice given by accountants and where appropriate lawyers.

06/03/2008

RCB 3.6.3

The form and content of the notifications in this chapter are a matter for direction by the FSA which will determine any additional information and documentation required on a case-by-case basis.

06/03/2008

Review of legal advice

RCB 3.6.4

The issuer or the owner, as the case may be, should review legal advice as necessary. For example, advice should be reviewed if a relevant statutory provision is amended or where a new decision or judgment of a court might have a bearing on the conclusions reached which is material to the issuer's or owner's compliance with the requirements of the RCB Regulations or the RCB.

06/03/2008

Method of sending forms and information to FSA

RCB 3.6.5

Unless otherwise stated, the issuer or the owner, as the case may be, must send the relevant forms and information to the FSA's address marked for the attention of the "Covered Bonds Team, Capital Markets Sector" by any of the following methods:

(1) post; or
(2) leaving it at the FSA's address and obtaining a time-stamped receipt; or
(3) e-mail to rcb@fsa.gov.uk.

06/03/2008

RCB 3 Annex 1

Annual confirmation of compliance with the RCB Regulations and the RCB Sourcebook

06/03/2008

This annex consists only of one or more forms. Forms are to be found through the following address:

Annual confirmation of compliance with the RCB Regulations and the RCB Sourcebook - rcb_chapter3_annex1d_20130101.pdf

01/01/2013

RCB 3 Annex 2

Asset pool notification form

06/03/2008

This annex consists only of one or more forms. Forms are to be found through the following address:

Asset pool notification form - rcb_chapter3_annex2d_20130101.xls

01/01/2013

RCB 3 Annex 3

Asset and liability profile form

01/01/2013

This annex consists only of one or more forms. Forms are to be found through the following address:
Asset and liability profile form- rcb_chapter3_annex3d_20130101.xls

01/01/2013

RCB 3 Annex 4

Indicative terms form

01/01/2013

This annex consists only of one or more forms. Forms are to be found through the following address:

Indicative terms form- rcb_chapter3_annex4d_20130101.xls

01/01/2013

RCB 3 Annex 5

Issuance form

01/01/2013

This annex consists only of one or more forms. Forms are to be found through the following address:

Issuance form- rcb_chapter3_annex5d_20130101.xls

01/01/2013

RCB 3 Annex 6

Cancellation form

01/01/2013

This annex consists only of one or more forms. Forms are to be found through the following address:

Cancellation form- rcb_chapter3_annex6d_20130101.xls

01/01/2013

RCB 3 Annex 7A

Loan level disclosure form

01/01/2013

This annex consists only of one or more forms. Forms are to be found through the following address:

Loan level disclosure form- rcb_chapter3_annex7ad_20130101.xls

01/01/2013

RCB 3 Annex 7B

Guidance on loan level disclosure form

01/01/2013

This annex consists only of one or more forms. Forms are to be found through the following address:

Guidance on loan level disclosure form- rcb_chapter3_annex7bg_20130101.xls

01/01/2013