SINGAPORE Law and Practice Contributed by: Lee Xin Mei, Cheryl Tan, Eugene Lee and Benjamin Liew, Rajah & Tann Singapore LLP
2.5 Servicers A servicer is usually appointed to provide ongo - ing servicing of the securitised assets in accord - ance with specifically agreed policies. Please see 3.5 Principal Servicing Provisions . The originator typically performs the role of the servicer, but a third party may also be appointed to perform the role of a servicer. The servicer generally does not require any licence or permit to enforce and collect on the securitised assets in Singapore. 2.6 Investors The investors subscribe to notes issued by the issuer. In Singapore, the investors are typically accred - ited investors or institutional investors because the notes are typically offered in reliance on the wholesale exemption from prospectus registra - tion requirements under the SFA. 2.7 Bond/Note Trustees A bond/note trustee is typically appointed, and a fiscal agency structure is not common for secu - ritisation transactions. The bond/notes trustee acts as trustee for the noteholders and represents their interests. The responsibilities of the trustee will vary from case to case and are expressly spelled out in the trust deed. They normally involve facilitating commu - nication between the issuer and the holders. In Singapore, the trustee typically refrains from exercising discretion and acts on instructions from holders. Professional trustees will usually perform the role of a bond/note trustee.
As the SPE is structured as an orphan entity that does not form part of the same corporate group as any other party to the transaction (including the originator), typically, a third-party entity (a corporate services provider) would hold the legal title to the shares in the orphan entity, held on discretionary trust for certain charitable benefi - ciaries. 2.2 Sponsors The sponsor initiates the securitisation transac - tion, and is usually the originator or an affiliate of the originator. Please also see 2.3 Originators/ Sellers . 2.3 Originators/Sellers The term “originator” is used to describe the entity that originates the financial assets to be securitised or acquires the financial assets for the purpose of securitising them. The originator is usually the entity seeking to raise the financ - ing provided by a securitisation structure and will sell the assets to be securitised to the issuer. 2.4 Underwriters and Placement Agents The underwriter/placement agent acts as an intermediary between the issuer and the inves- tors in an offering. The underwriter/placement agent usually per - forms the following functions: • analysing investor demand; • advising on structuring of the transaction; • liaising with investors; and • after a successful bookbuilding exercise, underwriting the debt issuance by subscrib - ing for the debt securities, for subsequent resale to investors. The role of an underwriter/placement agent is typically performed by an investment bank.
359 CHAMBERS.COM
Powered by FlippingBook