CAYMAN ISLANDS Law and Practice Contributed by: Agnes Molnar, Jason Ta, Paul Walters and Gemma Walters, Travers Thorp Alberga
assets to meet their liabilities to the secured par - ties, a sponsor typically provides back-to-back indemnification under a reimbursement agree - ment to an SPE in order for an SPE to be able to meet its obligations. See 2.2 Sponsors . An SPE may have pre-existing indemnification obligations with respect to its existing ware - house financing, which in some cases may sur - vive the termination of the warehouse funding agreement. 3.8 Bonds/Notes/Securities From a Cayman Islands legal perspective, there are no material restrictions on an SPE enter - ing into any principal form of documentation in respect of debt securities. Debt securities listed on the CSX can benefit from the quoted eurobond exemption (see 1.4 Special Purpose Entity (SPE) Jurisdiction ). From a Cayman perspective, in order to list debt securities on the CSX, the applicant must comply with the rules of the Cayman Islands Stock Exchange Listing Rules (2023) (the “List - ing Rules”). See 3.10 Offering Memoranda . 3.9 Derivatives See 3.1 Bankruptcy-Remote Transfer of Finan- cial Assets . 3.10 Offering Memoranda The securities laws of mature markets generally require the production of an offering memoran - dum in respect of a securitisation. In respect of a private issuance under the laws of the Cay - man Islands, a private placement memorandum can be produced. The disclosure contained in a private placement memorandum is shorter and less detailed than in the offering memorandum seen in most securitisations.
As well as including disclosure of material risks to investors, the offering memorandum will contain certain SPE-specific disclosure. Some material points are set out below. Responsibility Statement Where the debt securities of the SPE are listed on the CSX, the SPE is required to make state - ments that: (i) the SPE has provided and accepts responsibility for applicable information con - tained in the offering memorandum; (ii) to the best of the knowledge and belief of the SPE, which has taken reasonable care to ensure that such is the case, the information contained in the offering memorandum is in accordance with the facts and does not omit anything likely to affect the importance of such information; and (iii) if listed on the official list of the CSX, the listing document includes information given in compliance with the Listing Rules. CSX Listing Rules The Listing Rules contain specific disclosure requirements for different forms of securities. In respect of debt securities, the contents of a listing document must include at least the fol - lowing: (i) name and country of incorporation of the SPE; (ii) address of principal or registered office of the SPE; (iii) number and description of the securities; (iv) names and addresses of the arrangers, auditors, trustees, fiscal agent, pay - ing agent, calculation agent, registrar and legal advisers; (v) statement that application has been made for the relevant securities to be admitted to the official list of the CSX; (vi) a responsibility statement and disclaimer (see above); and (vii) any matter of significance to investors relating to the securities. Common Law Disclosure Rules The offering materials need to be true, accurate and not misleading in all material respects. There
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