Notifications

Part

RCB Regulated Covered Bonds

Chapter

Notifications

Printed on: 11/11/2024

Rulebook at: 06/05/2008

RCB 3

Notifications

RCB 3.1

Application and Purpose

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Application

RCB 3.1.1

This chapter applies to issuers and owners.

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Purpose

RCB 3.1.2

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

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RCB 3.2

Annual confirmations of compliance

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Form of confirmation and use of third party advisers

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).

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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 party advisers such as accountants and, where appropriate, lawyers.

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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.

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RCB 3.2.4

The FSA expects reports from accountants to address at least the matters to be checked and due diligence procedures set out in RCB 2.3.18 G.

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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.

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RCB 3.2.6

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

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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).

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RCB 3.2.8

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

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Verification of confirmation

RCB 3.2.9

The issuer must ensure that 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.

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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.

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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.

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RCB 3.3

Asset pool notifications

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Form of notification

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).

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RCB 3.3.2

The issuer must send the form to the FSA within one month of the end of each quarter following the registration date.

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Notifications by the owner

RCB 3.3.3

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

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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 asset pool information provided to the FSA is correct.

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RCB 3.4

Covered Bond issuance notifications

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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 3D (series notification form) on or before the date of issuance.

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RCB 3.5

Other notifications

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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.

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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.

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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.

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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.

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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.

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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.

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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.

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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.

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RCB 3.6

Fees and other matters

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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.

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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.

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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.

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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.

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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.

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RCB 3 Annex 1

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

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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 - rcb3_annex_1d.doc

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RCB 3 Annex 2

Asset pool notification form

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

Asset pool notification form - rcb3_annex_2d.doc

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RCB 3 Annex 3

Series issuance notification form

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

Series issuance notification form - rcb3_annex_3d.xls

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