CONSOB (with Resolution No. 22833 of 9 October 2023, attached hereto) has adopted the implementing provisions, in accordance with paragraph 9 of Article 4-septies.2 of the Financial Laws Consolidated Act (i.e. Italian Legislative Decree No. 58 of 24 February 1998), relating to the role of CONSOB as "competent authority" under Regulation (EU) 2017/2402 (the "EU Securitisation Regulation").
Such Resolution was adopted taking into account the feedbacks received in response to the public consultation document published in March 2023. The consultation period has ended in May 2023.
The Resolution has introduced notification obligations in relation to the securitisations falling within the scope of the EU Securitisation Regulation and, specifically, the following transactions:
- Corporate Securitisations (i.e., carried out by non-regulated originators), as to compliance with the general requirements relating to risk retention, transparency, ban on resecuritisation and credit granting criteria set out under Articles from 6 to 9 of the EU Securitisation Regulation; and
- All STS Securitisations (i.e., carried out by regulated and non-regulated originators), as to compliance with the specific requirements set out in Chapter 4 of the EU Securitisation Regulation.
Scope of the resolution
The notification requirements set out in the Resolution apply to all securitisations (falling under the scope of the EU Securitisation Regulation) carried out:
- after the entry into force of the Resolution; and
- after 1 January 2019, and still outstanding at the date of entry into force of the Resolution.
Notification for corporate securitisations
In the event that no regulated entities (i.e. originator or original lender) are involved in the securitisation (and there is no sponsor), originators, original lenders and special purpose vehicles shall provide CONSOB with the information related to the transactions, in accordance with the data template published on CONSOB's website (template A, attached hereto).
In addition, originators, original lenders and special purpose vehicles shall promptly communicate to CONSOB:
- any significant event (pursuant to Article 7, paragraph 1, letter (g) of the EU Securitisation Regulation); and
- the unwinding of the securitisation.
Such entities shall agree on which entity is responsible for providing the relevant information.
Notification for STS transactions
The originator and the sponsor are required to jointly notify ESMA and CONSOB the compliance of the securitisation with the specific requirements set out under Chapter 4 of the EU Securitisation Regulation.
The originator and the sponsor shall send to CONSOB the information specified in the designated data template published on CONSOB's website (template B, attached hereto), together with the STS notification already provided to ESMA (pursuant to Article 27 of the EU Securitisation Regulation) and the completed templates submitted to the European Central Bank or the Bank of Italy.
Moreover, the originator and the sponsor shall promptly inform CONSOB in the event that a securitisation no longer meets the STS requirements.
Timing for notifications
Securitisations carried out:
- within three months from the entry into force of the Resolution; and
- after 1 January 2019, and still outstanding,
shall be notified to CONSOB within two months from the entry into force of the Resolution (i.e. by 19 December 2023).
Other securitisation transactions shall be notified to CONSOB within 15 days from the relevant issue date.
For STS Securitisations, the communication of the notification to ESMA and the designation of the first contact point (in accordance with Article 27 of the EU Securitisation Regulation) shall be sent before pricing and, in any event, within five business days from the notification of the securitisation to ESMA.
Entry into force of the resolution
The Resolution has been published on CONSOB's website, and in the Official Gazette No. 244 of 18 October 2023 (attached hereto).
The Resolution entered into force on Thursday 19 October 2023.
Authored by Corrado Fiscale.
