A Securitisation Cell Company (SCC) is a single legal entity that can establish within itself segregated cells for the purpose of entering into completely ring-fenced securitisation transactions with multiple Originators. Thus, the advantages of complete ring-fencing and effective substance and physical presence in Malta are combined. The establishment of a new cell is efficiently done by the resolution of the Board of Directors of the SCC.
Distinct Securitisation Vehicle
Each cell is a distinct securitisation vehicle, and by law, a distinct patrimony. Claims in respect of one cell may only be met out of assets of that specific cell and no recourse to other cells or the non-cellular assets applies, thereby eliminating the risk of cross-contamination between the different sets of creditors and investors.
The directors are required to keep cellular assets separate and separately identifiable at all times, and to keep separate records, accounts, statements and other documents as may be necessary.
Listing and Trading
A SCC may list its securities on the European Wholesale Securities Market (EWSM), which is an EU regulated market dedicated to wholesale debt products. The EWSM Listing Rules regulate the admissibility to listing on the EWSM. Alternatively, securities may be issued on a private placement basis, either in a registered physical or in a dematerialised form in order to enable settlement through one of the international settlement agencies. The notes will be booked into the investor’s custody account.
Licensing and Disclosure
While an SCC is not required to apply for a licence from the regulator in order to do business, it is required to give notice to the competent authorities prior to commencement of business as a securitisation vehicle, and also prior to commencing business in respect of any individual cell. Any approval or notification issued in respect of a cell is required to be registered with the Registrar of Companies.
Securitisation transactions entered into by a Maltese SCC are by law not to be considered collective investment schemes, and are therefore exempt from licensing requirements under the EU Alternative Investment Fund Managers Directive (AIFMD), while having full promotion rights to sophisticated investors as asset-backed instruments.
The Securitisation Act does not contain any specific requirements concerning disclosure to investors. However, securities offered to the public or listed on a regulated market in the European Economic Area will be required to publish a prospectus that complies with the relevant disclosure requirements of the EU Prospectus Directive and the EU Prospectus Regulation.