PORTUGAL Law and Practice Contributed by: Benedita Aires and Orlando Vogler Guiné, VdA
4.2 General Disclosure Laws or Regulations
Securitisation Repositories Securitisation repositories centrally collect and maintain the records of securitisations, and are registered and supervised by the European Secu - rities and Markets Authority (ESMA). Multiple technical standards on securitisation repository registration and supervisory fees were published on 3 September 2020 and entered into force on 23 September 2020, allowing for the registration of securitisation repositories with ESMA as of such date. In June 2021, ESMA informed market participants that it had approved the registra - tions of the first two securitisation repositories under the Securitisation Regulation (European DataWarehouse GmbH based in Germany, and SecRep B.V. based in the Netherlands), with reporting entities having to make their reports available through one of them as of 30 June 2021. These reports shall be based on the standard - ised templates used since 23 September 2020 to report the relevant information in respect of the existing securitisation transactions, given that the transitional provisions that were previ - ously in force – namely Article 43(8) of the Secu - ritisation Regulation, which allowed for the use of the so-called “CRA III” reporting templates – have ceased to apply. The publication of the Disclosure RTS and Dis - closure ITS and the entry into force of these reporting templates was long-awaited by secu - ritisation market stakeholders and brought a greater level of homogeneity and certainty in the information disclosed to the investors, thereby reducing due diligence costs and increasing comparability across transactions.
In the context of more general frameworks, the EU Prospectus Regulation (and its complement - ing Regulation (EU) 2017/1129) should be borne in mind when a prospectus is required (particu - larly when the listing on regulated markets of more senior tranches is involved). Note that a prospectus will only mandatorily apply to list - ings on regulated markets (ie, the primary trad - ing venue of stock exchanges) or in cases where there is a public offer in place that is not exempt. The securities issued are normally wholesale (ie, EUR100,000 minimum denomination), in which case there is a public offer exemption. However, there is no similar exemption for the listing of those securities on regulated markets, even if they are placed with sophisticated investors only. In order to obtain European Central Bank (ECB) eligibility for the most senior notes (Class A) in accordance with the ECB Guidelines, these securities shall be listed on a regulated market. 4.3 Credit Risk Retention Although the Securitisation Law does not con - tain specific requirements regarding retention obligations for securitisation transactions, the Securitisation Regulation applies in respect of risk retention rules. As such, and as is the case in other jurisdic - tions (such as the USA or the UK), the EU has credit risk retention obligations in place, which are framed to enhance the quality of the assets an originator securitises, from the outset. This applies from a regulated investor’s perspective and entails disclosure on exposure retention and ongoing information requirements under the Securitisation Regulation.
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