SWEDEN Law and Practice Contributed by: Albert Wållgren, Henrik Ossborn and Lionardo Ojeda, Advokatfirman Vinge KB
3.7 Principal Indemnities Principal indemnities used in a Swedish secu - ritisation are very broad and in line with interna- tional standards, including: • indemnities for losses resulting from defaults; • any finance party acting on requests or
with Regulation (EU) 2017/1129 of the European Parliament and of the Council (the “Prospectus Regulation”), the adhering delegated regula - tions, and certain supplementary local laws and regulations. The relevant requirements for (and exemptions to) preparing a prospectus follow directly from the Prospectus Regulation and are the same for securitisations as for other “regular” debt instruments. Generally speaking, a prospectus is required in relation to instruments that are offered to the public or that are otherwise admit - ted to trading on a regulated market. As the vast majority of securitisations in Swe - den take the form of unlisted and unrated pri - vate placements that are marketed and sold to either only qualified investors or to fewer than 150 investors (or both), a prospectus is rarely needed for purely Swedish securitisations.
instructions by the issuer; • currency indemnities; and • tax indemnities.
Indemnities are usually subject to the applicable priority of payments, and exclude any situation where the otherwise indemnified party has acted with: • gross negligence; • fraud; or • wilful misconduct. 3.8 Bonds/Notes/Securities The terms and conditions of the bonds/notes/ securities are normally documented in a Note Facilities Agreement (either one combined for all tranches, or one separate for each tranche), which is based on standard LMA format but with adjustments to fit the securitisation structure. 3.9 Derivatives The type of derivative used depends on the type of underlying asset, and on whether there is any mismatch as regards currencies (FX) or type of interest (fixed versus floating); however, typically the securitisation would be designed to match the underlying asset so that no hedg - ing is required (other than in the form of credit enhancement to address credit risk). 3.10 Offering Memoranda In Sweden, an Offering Memorandum would take the form of a prospectus approved by the SFSA and would be prepared in accordance
4. Laws and Regulations Specifically Relating to Securitisation 4.1 Specific Disclosure Laws or Regulations
Regulation (EU) 2017/2402 of the European Par - liament and of the Council of 12 December 2017 (the “Securitisation Regulation”) laying down a general framework for securitisation and creat - ing a specific framework for simple, transparent and standardised securitisation (and amend - ing Directives 2009/65/EC, 2009/138/EC and 2011/61/EU and Regulations (EC) No 1060/2009 and (EU) No 648/2012) has been directly appli - cable and enforceable in Sweden since its adop - tion. Therefore, the transparency requirements under Article 7 of the Securitisation Regulation
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