PRM App 2 Annex 7 Registration document for asset backed securities

SECTION 1

PERSONS RESPONSIBLE, THIRD-PARTY INFORMATION, EXPERTS’ REPORTS AND FCA APPROVAL

Item 1.1

Identify all persons responsible for the information, or any parts of it, given in the registration document with, in the latter case, an indication of such parts. In the case of natural persons, including members of the issuer's administrative, management or supervisory bodies, indicate the name and function of the person; in the case of legal persons, indicate the name and registered office.

Item 1.2

A declaration by those responsible for the registration document that, to the best of their knowledge, the information contained in the registration document is in accordance with the facts and that the registration document makes no omission likely to affect its import.

Where applicable, a declaration by those responsible for certain parts of the registration document that, to the best of their knowledge, the information contained in those parts of the registration document for which they are responsible is in accordance with the facts and that those parts of the registration document make no omission likely to affect their import.

Item 1.3

Where a statement or report attributed to a person as an expert is included in the registration document, provide the following details for that person:

(1) name;

(2) business address;

(3) qualifications; and

(4) material interest, if any, in the issuer.

If the statement or report has been produced at the issuer's request, state that such statement or report has been included in the registration document with the consent of the person who has authorised the contents of that part of the registration document for the purpose of the prospectus.

Item 1.4

Where information has been sourced from a third party, provide a confirmation that this information has been accurately reproduced and that, as far as the issuer is aware and is able to ascertain from information published by that third party, no facts have been omitted which would render the reproduced information inaccurate or misleading. In addition, the issuer must identify the source(s) of the information.

Item 1.5

A statement that:

(1) the registration document/prospectus (as applicable) has been approved by the FCA;

(2) the FCA only approves this registration document/prospectus (as applicable) as meeting the standards of completeness, comprehensibility and consistency imposed by the rules in PRM; and

(3) such approval should not be considered as an endorsement of the issuer that is the subject of this registration document/prospectus (as applicable).

SECTION 2

STATUTORY AUDITORS

Item 2.1

Names and addresses of the issuer's auditors for the period covered by the historical financial information (together with any membership of a professional body).

SECTION 3

RISK FACTORS

Item 3.1

A description of the material risks that are specific to the issuer in a limited number of categories, in a section headed ‘Risk factors’.

In each category the most material risks, in the assessment of the issuer or person asking for admission to trading, taking into account the negative impact on the issuer and the probability of their occurrence, must be set out first. The risk factors must be corroborated by the content of the registration document.

SECTION 4

INFORMATION ABOUT THE ISSUER

Item 4.1

A statement whether the issuer has been established as a special purpose vehicle or entity for the purpose of issuing asset backed securities.

Item 4.2

The legal and commercial name of the issuer and the legal entity identifier (LEI).

Item 4.3

The place of registration of the issuer and its registration number.

Item 4.4

The date of incorporation and the length of life of the issuer, except where the period is indefinite.

Item 4.5

The domicile and legal form of the issuer, the legislation under which the issuer operates, its country of incorporation, the address and telephone number of its registered office (or principal place of business if different from its registered office), and website of the issuer, if any, or website of a third party or guarantor, with a disclaimer that the information on the website does not form part of the prospectus, unless that information is incorporated by reference into the prospectus in accordance with PRM 5 (Incorporation by reference and use of hyperlinks).

Item 4.6

Description of the amount of the issuer's authorised and issued capital and the amount of any capital agreed to be issued, the number and classes of the securities of which it is composed.

SECTION 5

BUSINESS OVERVIEW

Item 5.1

A brief description of the issuer's principal activities.

SECTION 6

ADMINISTRATIVE, MANAGEMENT AND SUPERVISORY BODIES

Item 6.1

Names, business addresses and functions within the issuer of the following persons, and an indication of the principal activities performed by them outside of that issuer where these are significant with respect to that issuer:

(1) members of the administrative, management or supervisory bodies; and

(2) partners with unlimited liability, in the case of a limited partnership with a share capital.

SECTION 7

MAJOR SHAREHOLDERS

Item 7.1

To the extent known to the issuer, state whether the issuer is directly or indirectly owned or controlled and by whom, and describe the nature of such control and the measures in place to ensure that such control is not abused.

SECTION 8

FINANCIAL INFORMATION CONCERNING THE ISSUER’S ASSETS AND LIABILITIES, FINANCIAL POSITION AND PROFITS AND LOSSES

Item 8.1

Where, since the date of incorporation or establishment, an issuer has not commenced operations and no financial statements have been drawn up as at the date of the registration document, a statement to that effect must be provided in the registration document.

Item 8.2

Historical financial information

Where, since the date of incorporation or establishment, an issuer has commenced operations and financial statements have been drawn up, the registration document must contain historical financial information covering the latest 2 financial years (at least 24 months), or such shorter period as the issuer has been in operation, and the audit report in respect of each year.

Item 8.2.1

Accounting standards

The financial information must be prepared in accordance with the rules in  PRM 4.4.11R to PRM 4.4.15R.

Item 8.2.2

Where the audited financial information is prepared according to national accounting standards, it must include at least the following:

(1) the balance sheet;

(2) the income statement; and

(3) the accounting policies and explanatory notes.

Item 8.2.3

Audit report

The historical annual financial information must be independently audited. The audit report must be prepared in accordance with the UK law which implemented the Audit Directive and the Audit Regulation. 

Where the UK law which implemented the Audit Directive and the Audit Regulation do not apply, the historical financial information must be audited or reported on as to whether or not, for the purposes of the registration document, it gives a true and fair view in accordance with auditing standards applicable in the UK or an equivalent standard. Otherwise, the following information must be included in the registration document:

(1) a prominent statement disclosing which auditing standards have been applied; and 

(2) an explanation of any significant departures from International Standards on Auditing.

Item 8.2.4

A statement that the historical financial information has been audited. 

Where audit reports on the historical financial information:

   (1) have been refused by the statutory auditors; or 

   (2) contain:

     (a) qualifications; 

     (b) modifications of opinion;

     (c) disclaimers;

     (d) emphasis of matter;

     (e) statement of material uncertainty relating to going concern; or 

     (f) any other matters reported on by exception, 

the reason for any of the points in (1) and (2) must be given, points in (2) must be reproduced in full and any applicable information required to be disclosed by this Item prominently disclosed in the prospectus.

Item 8.3

Legal and arbitration proceedings

Information on any governmental, legal or arbitration proceedings, including any such proceedings which are pending or threatened of which the company is aware, during a period covering at least the previous 12 months which may have, or have had in the recent past, significant effects on the issuer and/or group’s financial position or profitability. If the issuer is not aware of any such proceedings, they must provide an appropriate negative statement.

Item 8.4

Material adverse change in the issuer's financial position

Where an issuer has prepared financial statements, include a statement that there has been no material adverse change in the financial position or prospects of the issuer since the date of its last published audited financial statements. Where a material adverse change has occurred, this must be disclosed in the registration document.

SECTION 9

DOCUMENTS AVAILABLE

Item 9.1

A statement that for the term of the registration document the following documents, where applicable, may be inspected:

(1) the memorandum and up-to-date articles of association of the issuer; and

(2) all reports, letters, and other documents, historical financial information, valuations and statements prepared by any expert at the issuer's request, any part of which is included or referred to in the registration document.

An indication of the website on which the documents can be inspected.