SINGAPORE Law and Practice Contributed by: Lee Xin Mei, Cheryl Tan, Eugene Lee and Benjamin Liew, Rajah & Tann Singapore LLP
tives, including mandatory trade reporting and regulatory margin, may also apply. It should be noted that for an SPE to qualify under the ASPV scheme (unless waived by the MAS), any cross-currency or interest rates swaps carried out by the SPE are to be trans - acted with a swap counterparty in Singapore. 4.8 Investor Protection Investor protection in Singapore is generally achieved through restrictions in the SFA on the offer and sale of securities, prospectus require - ments, and provisions prohibiting making false or misleading statements in the offer of securi - ties, market manipulation, false trading and mar - ket rigging transactions. The SFA is enforced by the MAS. See also 4.1 Specific Disclosure Laws or Reg - ulations and 4.2 General Disclosure Laws or Regulations . 4.9 Banks Securitising Financial Assets The Notice 628, which applies to Singapore incorporated banks and branches and offices of a bank located within Singapore, sets out requirements on such banks when acting in securitisations. Banks in Singapore which act as an “ABCP programme sponsor” (as defined in Notice 637), “manager” (as defined in Notice 628) or an “originator” (as defined in Notice 637) have to comply with the separation requirements set out in Annex A and disclosure requirements set out in Annex B of Notice 628. Additionally, post-issuance MAS notification requirements in accordance with Annex C of Notice 628 also apply. Where the bank in Singapore acts as a servicer (as defined in Notice 637), or provides liquidity facilities or credit enhancements (as defined in Notice 637) it must comply with the requirements set out in Annex D and Annex E
of the notice respectively. Where Annex D and Annex E are not complied with, these banks are deemed to be providing implicit support to the securitisation and will have to calculate their credit risk-weighted assets pursuant to MAS Notice 637 as though the underlying exposures of the securitisation were on its balance sheet. Singapore-incorporated banks which issue covered bonds must comply with Notice 648, and in such case, Notice 628 does not apply. A bank incorporated outside Singapore may not issue any covered bonds through its branch in Singapore. Notice 648 sets out requirements on the composition of the cover pool assets and encumbrance limits. Risk management require - ments set out in Notice 648 must also be put in place. Lastly, the notice also sets out MAS noti - fication requirements, including the requirement to submit a memorandum of compliance to set out how the bank has complied with the notice. 4.10 SPEs or Other Entities While there are no particular regulatory require - ments that apply to the form of an SPE, an SPE must meet certain conditions to fall under the Approved Special Purpose Vehicle scheme for certain tax exemptions under the ITA. In addition, the structure of the transaction and nature of the underlying securitisation assets dictates whether the SPE requires any regula - tory approvals or other licences. Typically, the material factors considered in the choice of the form of an SPE include tax treat - ment, investor preference, bankruptcy remote - ness and certainty of enforcement.
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