LUXEMBOURG Law and Practice Contributed by: Vassiliyan Zanev and Natalja Taillefer, Loyens & Loeff Luxembourg S.à r.l.
Reporting Authorised securitisation undertakings are required, among others, to present to the CSSF a copy of the issue documents, a copy of the financial and auditor reports, as well as any infor - mation on the change of a service provider, or the amendment of any substantial provisions of a contract (including the terms of the issued financial instruments). Additionally, authorised securitisation undertak - ings must provide to the CSSF, on a semi-annu - al basis, a report summarising new securities issuances, other upcoming issuances and the issuances matured during the relevant reporting period. Finally, a draft balance sheet and profit and loss account of the securitisation undertaking (where applicable, by compartment) is to be provided within 30 days of the financial year close. In case of a breach, the CSSF may impose upon the directors, managers, officers and liquidators of authorised securitisation undertakings a mon - etary fine. 4.5 Activities of Rating Agencies Rating agencies are regulated by Regulation (EC) No 1060/2009 of 16 September 2009 on credit rating agencies, as amended (the “CRA Regu - lation”). The CRA Regulation aims to address, among others, the over-reliance on credit ratings by financial institutions, which are now required to make their own credit risk assessment and may not mechanistically rely on credit ratings, potential conflicts of interest involving the credit agency or its relating persons, as well as various disclosure obligations of the rating agencies. It is noteworthy that with regard to securitisation instruments (ie, financial instruments or other
Pecuniary sanctions may be imposed on a defaulting SPE. Reporting and Regulatory Requirements for Authorised Securitisation Undertakings Securitisation undertakings subject to authorisation Luxembourg SPEs issuing financial instruments to the public on a continuous basis must be authorised and supervised by the CSSF and must, among others, comply with certain report - ing and regulatory requirements. Financial instruments are deemed to be issued on a continuous basis if there are more than three issuances of financial instruments offered to the public during a financial year. For multi- compartments securitisation undertakings (see 6.2 SPEs ), this threshold is determined at the level of the securitisation undertaking on a con - solidated basis, and not at the level of each compartment. Public issuances are issuances of financial instruments: • which are not intended for professional clients within the meaning of the 1993 Law (which corresponds to the definition of professional clients for MiFID II purposes); • whose denominations are less than EUR100,000; and • which are not distributed on a private place - ment basis. Criminal sanctions and fines may apply in case an SPE issues financial instruments to the public on a continuous basis without having obtained a prior authorisation from the CSSF.
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