The Securitisation Regulations 2024

Regulation 50

SCHEDULE 1Amendment, or application with modifications, of provisions of FSMA 2000 and secondary legislation made under it

PART 1Amendments of FSMA 2000

1.  FSMA 2000 is amended as follows.

2.  In section 39(1) (exemption of appointed representatives), in subsection (4)—

(a)omit the “or” immediately following paragraph (a), and

(b)after that paragraph insert—

“(aa)a provision contained in or made under the Securitisation Regulations 2024, or”.

3.  In section 66A(2) (misconduct: action by the FCA), in subsection (4)—

(a)omit the “or” immediately following paragraph (ab), and

(b)after that paragraph insert—

“(ac)imposed by or under the Securitisation Regulations 2024, or”.

4.  In section 66B(3) (misconduct: action by the PRA), in subsection (4)—

(a)omit the “or” immediately following paragraph (a), and

(b)after that paragraph insert—

“(aa)imposed by or under the Securitisation Regulations 2024, or”.

5.  In section 168(4) (appointment of persons to carry out investigations in particular cases), in subsection (4), after paragraph (ic) insert—

“(id)a person may have contravened any provision made by or under the Securitisation Regulations 2024;”.

6.—(1) Section 204A(5) (meaning of “relevant requirement” and “appropriate regulator” for purposes of Part 14) is amended as follows.

(2) In subsection (2), after paragraph (aa) insert—

“(ab)by or under the Securitisation Regulations 2024,”.

(3) In subsection (3), after paragraph (f) insert—

“(g)a requirement imposed by regulation 38 of the Securitisation Regulations 2024 on a PRA-authorised person in a case where the temporary prohibition imposed under regulation 37(1) or (2) of those Regulations was imposed by the PRA.”.

(4) In subsection (6), after paragraph (aa) insert—

“(ab)by or under the Securitisation Regulations 2024;”.

PART 2Application with modifications of provisions of FSMA 2000 and secondary legislation

Interpretation

7.  In this Part of this Schedule “regulated person” has the meaning given in regulation 35.

Hearings and appeals

8.—(1) Part 9 of FSMA 2000 (hearings and appeals) applies in respect of references made to the Tribunal under these Regulations as it applies in respect of references made to the Tribunal under FSMA 2000 in respect of a decision of the FCA or the PRA, but with the modifications set out in sub-paragraphs (2) and (3).

(2) Section 133 of FSMA 2000(6) (proceedings before Tribunal: general provision) is to be read as if—

(a)in subsection (1), the words “(whether made under this or any other Act)” were omitted, and

(b)for subsection (7A) there were substituted—

“(7A) A reference is a “disciplinary reference” for the purposes of this section if it is in respect of a decision to—

(a)impose a temporary prohibition under regulation 37 of the Securitisation Regulations 2024;

(b)publish a statement under regulation 41 of those Regulations;

(c)impose a penalty under regulation 42 of those Regulations.”.

(3) Section 133A of FSMA 2000(7) (proceedings before Tribunal: decision and supervisory notices, etc) is to be read as if in subsection (1) the words “as a result of section 388(2)” were omitted.

FCA rules and guidance

9.—(1) The provisions of Part 9A of FSMA 2000(8) listed in sub-paragraph (2) apply in relation to rules made by the FCA under regulation 22 or 34(1) of these Regulations as they apply in relation to rules made by the FCA under FSMA 2000, but subject to the modification in sub-paragraph (3).

(2) Those provisions are—

(a)section 137T (general supplementary powers);

(b)section 138A (modification or waiver of rules);

(c)section 138C (evidential provisions);

(d)section 138E (limits on effect of contravening rules);

(e)sections 138F, 138G and 138H (notification, making and verification of rules);

(f)sections 138I and 138L (consultation);

(g)section 141A (power to make consequential amendments of references to rules).

(3) The modification is that section 137T(9) (general supplementary powers) is to be read as if any reference to authorised persons were—

(a)in the case of rules under regulation 22, a reference to securitisation repositories registered under Part 5;

(b)in the case of rules under regulation 34(1), a reference to small registered UK AIFMs.

Information gathering and investigations

10.—(1) Part 11 of FSMA 2000 (information gathering and investigations) applies in relation to the FCA’s and the PRA’s functions under these Regulations as it applies in relation to the FCA’s and the PRA’s functions under FSMA 2000, but with the modifications set out in sub-paragraphs (2) to (11).

(2) Part 11 is to be read as if any reference to an authorised person included a reference to a regulated person.

(3) Section 167 (appointment of persons to carry out general investigations) is to be read as if in subsection (5), for “regulated activities” there were substituted “the activities subject to regulation as a result of the Securitisation Regulations 2024”.

(4) Section 169(10) (investigations etc in support of overseas regulator) is to be read as if—

(a)subsection (2A) were omitted, and

(b)for subsection (13) there were substituted—

“(13) “Overseas regulator” means an authority in a country or territory outside the United Kingdom which has functions corresponding to those of the FCA or the PRA under the Securitisation Regulations 2024.”.

(5) Section 169A(11) (support of overseas regulator with respect to financial stability) does not apply.

(6) Section 170 (investigations: general) is to be read as if subsection (3)(b) were omitted.

(7) Section 171 (powers of persons appointed under section 167) is to be read as if subsections (3A) and (7) were omitted.

(8) Section 173 (powers of persons appointed as a result of section 168(2)) does not apply.

(9) Section 174(12) (admissibility of statements made to investigators) is to be read as if—

(a)in subsection (2), the words from “or in proceedings” to “this subsection applies” were omitted,

(b)subsection (3A) were omitted,

(c)in subsection (4), the words from “or (5)” to the end were omitted, and

(d)in subsection (5) “, 173” were omitted.

(10) Section 176(13) (entry of premises under warrant) is to be read as if—

(a)in subsection (1), “the Secretary of State” were omitted,

(b)subsection (3)(b) were omitted,

(c)in subsection (10), “or (5)” were omitted, and

(d)in subsection (11)—

(i)in paragraph (a), “87C, 87J,” and “,165A, 169A” were omitted, and

(ii)in paragraph (b), “, 173” were omitted.

Injunctions and restitution

11.—(1) Part 25 of FSMA 2000 (injunctions and restitution) applies in respect of—

(a)a relevant requirement as defined in regulation 35, or

(b)a requirement imposed by the PRA under regulation 37, or

(c)the requirement imposed by regulation 38 in a case where the temporary prohibition was imposed by the PRA,

as it applies in respect of a relevant requirement as defined for the purposes of a provision of that Part, but with the modifications set out in this paragraph.

(2) Part 25 is to be read as if—

(a)each reference to the Act included a reference to these Regulations,

(b)each reference to a section of the Act were a reference to that Act as applied by these Regulations,

(c)references to the Secretary of State were omitted, and

(d)each reference to an authorised person included a reference to a regulated person.

(3) Section 380 (injunctions) is to be read as if—

(a)references to the appropriate regulator were references to the PRA where the requirement falls within sub-paragraph (1)(b) or (c) and references to the FCA in any other case, and

(b)subsections (7) to (12) were omitted.

(4) Section 381 (injunctions in case of market abuse) does not apply.

(5) Section 382 (restitution orders) is to be read as if—

(a)references to the appropriate regulator were references to the PRA where the requirement falls within sub-paragraph (1)(b) or (c) and references to the FCA in any other case, and

(b)subsections (10) to (15) were omitted.

(6) Section 383 (restitution orders in cases of market abuse) does not apply.

(7) Section 384 (power of FCA or PRA to require restitution) is to be read as if—

(a)references to the appropriate regulator were references to the PRA where the requirement falls within sub-paragraph (1)(b) or (c) and references to the FCA in any other case,

(b)subsections (2) and (3) and references to those subsections were omitted, and

(c)subsections (7) to (13) were omitted.

Notices

12.—(1) Part 26 of FSMA 2000 (notices), other than sections 391A, 391B, 391C, 391D, 391E and 391F, applies with respect to the giving of notices by the FCA or the PRA under regulations 11, 30, 40, 43 and 44 of these Regulations and under FSMA 2000 as applied by these Regulations as it applies with respect to the giving of notices by the FCA or the PRA under FSMA 2000, but with the following modifications.

(2) Section 387 (warning notices) is to be read as if subsections (1A) and (3A) were omitted.

(3) Section 388 (decision notices) is to be read as if subsections (1A) and (2) were omitted.

(4) Section 391(14) (publication) is to be read as if—

(a)references to a supervisory notice were references to a notice under regulation 11(2) or (5), 30(3) or (6)(a), (d) or (e) or 40(3) or (6)(a), (d) or (e);

(b)in subsection (1), the reference to a warning notice falling within subsection (1ZB) were a reference to a warning notice given under regulation 43;

(c)subsections (1ZA), (1ZB), (4A), (5A), (6A), (7A), (7B), (8A), (8B), (8C), (8D) and (8E) were omitted.

(5) Section 392 (application of sections 393 and 394) is to be read as if—

(a)for paragraphs (a) and (b) there were substituted—

“(a)a warning notice given in accordance with regulation 43 of the Securitisation Regulations 2024 or section 385 as applied by those Regulations;

(b)a decision notice given in accordance with regulation 44 of those Regulations, or section 386 as applied by those Regulations.”.

(6) Section 395 (the FCA’s and PRA’s procedures) is to be read as if references to a supervisory notice were references to a notice under regulation 11(2) or (5), 30(3) or (6)(a), (d) or (e) or under regulation 40(3) or (6)(a), (d) or (e).

Offences

13.—(1) Section 398 of FSMA 2000 applies in relation to requirements imposed by or under these Regulations as it applies in relation to requirements imposed by or under FSMA 2000.

(2) Section 400 of FSMA 2000 (offences by bodies corporate etc) applies in respect of offences under FSMA 2000 as applied by these Regulations as it applies in respect of offences under FSMA 2000.

(3) Section 401 of FSMA 2000 (proceedings for offences) applies in respect of offences under FSMA 2000 as applied by these Regulations as it applies in respect of offences under FSMA 2000 but as if—

(a)subsection (1)(c) were omitted;

(b)references to the Secretary of State were omitted;

(c)subsections (3A), (3AB) and (3B) were omitted.

(4) Section 403 of FSMA 2000 (jurisdiction and procedure in respect of offences) applies in respect of offences under FSMA 2000 as applied by these Regulations as it applies in respect of offences under FSMA 2000.

Limitation on power to require documents

14.  Section 413 of FSMA 2000 (protected items) applies for the purposes of these Regulations as it applies for the purposes of FSMA 2000.

Consultation in relation to taking of certain enforcement action

15.  Section 415B of FSMA 2000(15) (consultation in relation to taking certain enforcement action) applies in respect of—

(a)notices given by the FCA or the PRA under regulation 43 or 44 of these Regulations, and

(b)applications to the court by the FCA or the PRA under a provision of FSMA 2000 as applied by these Regulations.

Penalties

16.—(1) Paragraphs 19 to 21 (penalties) of Schedule 1ZA to FSMA 2000(16) apply with respect to penalties imposed by the FCA under these Regulations and under FSMA 2000 as applied by these Regulations as they apply with respect to penalties imposed by the FCA under FSMA 2000, but with the following modifications.

(2) For the purposes of paragraph 20, the FCA’s enforcement powers are to be taken to include—

(a)its powers under the provisions mentioned in section 133(7A) as applied by this Schedule and under Part 25 of FSMA 2000 as applied by this Schedule;

(b)its powers in relation to the investigation of offences under any provision of FSMA 2000 as applied by this Schedule;

(c)its powers in England and Wales or Northern Ireland in relation to the prosecution of such offences.

(3) For the purposes of paragraph 21, “regulated persons” include regulated persons within the meaning of this Part of this Schedule.

17.—(1) Paragraphs 27 to 30 (penalties) of Schedule 1ZB to FSMA 2000(17) apply with respect to penalties imposed by the PRA under these Regulations and under FSMA 2000 as applied by these Regulations as they apply with respect to penalties imposed by the FCA under FSMA 2000, but with the following modifications.

(2) For the purposes of paragraph 28, the PRA’s enforcement powers are to be taken to include—

(a)its powers under the provisions mentioned in section 133(7A) as applied by this Schedule;

(b)its powers in relation to the investigation of offences under any provision of FSMA 2000 as applied by this Schedule;

(c)its powers in England and Wales or Northern Ireland in relation to the prosecution of such offences.

(3) For the purposes of paragraph 29, “PRA-authorised persons” include regulated persons within the meaning of this Part of this Schedule.

Financial Services and Markets Act 2000 (Service of Notices) Regulations 2001

18.  The Financial Services and Markets Act 2000 (Service of Notices) Regulations 2001(18) (“the Notice Regulations”) apply in respect of a notice or document given by the FCA or the PRA under these Regulations or under FSMA 2000 as applied by these Regulations as they apply in respect of a notice or document given by the FCA or the PRA under FSMA 2000, as if—

(a)that notice or document were a “relevant document” under the Notice Regulations;

(b)each reference to “the Act” included a reference to these Regulations and to FSMA 2000 as applied by these Regulations;

(c)each reference to a section of FSMA 2000 were a reference to that section as applied by these Regulations;

(d)each reference to an investigating authority were a reference to the FCA or the PRA.

Regulation 51

SCHEDULE 2Amendments to other legislation and consequential amendments

Amendment to EMIR

1.  In Article 4 of EMIR(19) (clearing obligation) in paragraph 5A(a)—

(a)the words from “a securitisation notified as STS” to the end become paragraph (i);

(b)at the end of that paragraph insert—

“; or

(ii)an overseas STS securitisation as defined in regulation 12(2) of the Securitisation Regulations 2024.”.

Amendment to the Capital Requirements Regulation

2.  For Article 242(10)(b) (meaning of “simple, transparent and standardised securitisation” or “STS securitisation”) of the Capital Requirements Regulation(20) substitute—

“(b)an overseas STS securitisation as defined in regulation 12(2) of the Securitisation Regulations 2024;”.

Amendment to the Solvency 2 Delegated Regulation

3.  For Article 1(18b)(b) (meaning of “STS securitisation”) of Commission Delegated Regulation (EU) 2015/35 of 10 October 2014 supplementing Directive 2009/138/EC on the taking-up and pursuit of the business of Insurance and Reinsurance (Solvency II)(21) substitute—

“(b)an overseas STS securitisation as defined in regulation 12(2) of the Securitisation Regulations 2024;”.

Amendment to the Money Market Funds Regulation

4.  For Article 11(1)(d) of Regulation (EU) 2017/1131 of the European Parliament and of the Council of 14 June 2017 on money market funds (eligible securitisations and ABCPs)(22) substitute—

“(d)an overseas STS securitisation as defined in regulation 12(2) of the Securitisation Regulations 2024.”.

Regulation 53

SCHEDULE 3Transitional provisions

Interpretation

1.—(1) — In this Schedule “the EU-derived securitisation legislation” means—

(a)the EU Securitisation Regulation 2017 and any provision made under it,

(b)any technical standards to which Chapter 2A of Part 9A of FSMA 2000(23) applies which were originally made under the EU Securitisation Regulation 2017, and

(c)the Securitisation Regulations 2018(24).

(2) Any reference in this Schedule to the revocation of the EU-derived securitisation legislation is a reference to its revocation by section 1(1) of, and Schedule 1 to, the Financial Services and Markets Act 2023.

STS securitisations on list maintained by FCA under EU Securitisation Regulation 2017

2.—(1) On the main commencement day, the FCA must include on the list referred to in regulation 10(2) any securitisations that immediately before that day were included on the list maintained by the FCA under Article 27(5) of the EU Securitisation Regulation 2017(25).

(2) Sub-paragraph (1) is subject to regulation 10(3) (which requires the FCA in certain circumstances to remove a securitisation from the list).

(3) A securitisation within sub-paragraph (1) is to be regarded for the purposes of these Regulations as meeting the STS criteria at any time on or after the main commencement day if, and only if, the securitisation complies with Articles 19 to 22 or Articles 23 to 26 of the EU Securitisation Regulation 2017(26), as they had effect immediately before the main commencement day.

(4) References in these Regulations to compliance with the STS criteria are, in relation to a securitisation within sub-paragraph (1), to be read in accordance with sub-paragraph (3).

Temporary bans on STS notifications

3.—(1) Where immediately before the main commencement day a temporary ban has effect under regulation 21 of the Securitisation Regulations 2018, the temporary ban is to be treated for the remainder of the period for which it is to have effect as having been imposed under regulation 39 of these Regulations, but this is subject to the powers of the FCA under regulation 39(2).

(2) In regulation 39(1)(a) a reference to failure to meet the requirements of designated activity rules made by virtue of regulation 5, so far as those rules relate to STS securitisations, is to be read as including a reference to—

(a)a failure before the main commencement day to meet the requirements of Article 19, 20, 21, 23, 24, 25 or 26 of the EU Securitisation Regulation 2017, in a case where no decision notice has been given before the main commencement day, or

(b)the making of a misleading notification pursuant to Article 27(1) of the EU Securitisation Regulation 2017(27), in a case where no decision notice has been given before that day.

Securitisation repositories

4.—(1) This paragraph applies where, immediately before the main commencement day, a securitisation repository is registered with the FCA for the purposes of Article 5 of the EU Securitisation Regulation 2017 under Article 10 of that Regulation(28).

(2) On and after the main commencement day, the securitisation repository is to be taken to have been registered under regulation 14 of these Regulations, but this is subject to the provisions of these Regulations relating to the withdrawal of registration.

5.  Where immediately before the main commencement day a securitisation repository is subject to a requirement imposed under regulation 64A of the Over the Counter Derivatives, Central Counterparties and Trade Depositories (Amendment, etc, and Transitional Provision) Regulations 2019(29) as applied by Article 15 of the EU Securitisation Regulation 2017(30), the requirement is to be taken on or after that day to have been imposed under regulation 23 of these Regulations.

Third party verification services

6.—(1) This paragraph applies where, immediately before the main commencement day, a person is authorised by the FCA for the purposes of Article 28 of the EU Securitisation Regulation 2017(31) to provide a third party verification service.

(2) On and after the main commencement day, the person is to be taken to have been registered under regulation 25 of these Regulations, but this is subject to the provisions of these Regulations relating to the withdrawal of registration.

References to Tribunal

7.—(1) This paragraph applies where immediately before the main commencement day—

(a)a person has a right to make a reference to the Tribunal in respect of any decision of the FCA to refuse—

(i)registration as a securitisation repository under Article 10 of the EU Securitisation Regulation 2017(32), or

(ii)authorisation for the purposes of Article 28 of the EU Securitisation Regulation 2017(33) to provide a third party verification service, or

(b)such a reference has been made but not determined.

(2) These Regulations and the revocation of the EU-derived securitisation legislation do not affect the reference to the Tribunal.

(3) If the Tribunal refers the matter to the FCA for decision, paragraph 4 or 6 applies in relation to registration or authorisation in accordance with a direction of the Tribunal as it applies in relation to registration or authorisation having effect immediately before the main commencement day.

Temporary prohibitions relating to management functions

8.—(1) Where, immediately before the main commencement day, a temporary prohibition has effect under regulation 5 of the Securitisation Regulations 2018, the temporary prohibition is to be treated for the remainder of the period for which it is to have effect has having been imposed under regulation 37 of these Regulations by the regulator which imposed it, but this is subject to the powers of the regulator under regulation 37(4).

(2) In regulation 37(1), the reference to a contravention of a relevant requirement is to be read as including a contravention before the main commencement day of a relevant requirement as defined in regulation 2(1) of the Securitisation Regulations 2018 as respects which the FCA was the appropriate regulator.

(3) In regulation 37(2), the reference to a contravention of PRA securitisation rules is to be read as including a contravention before the main commencement day of a relevant requirement as defined in regulation 2(1) of the Securitisation Regulations 2018 as respects which the PRA was the appropriate regulator.

(4) Sub-paragraphs (2) and (3) do not apply where, before the main commencement day, a decision notice has been given relating to the imposition of a temporary prohibition under regulation 5 of the Securitisation Regulations 2018 by reference to the contravention in question.

Disciplinary measures in respect of contraventions before main commencement day

9.—(1) The revocation of the EU-derived securitisation legislation does not affect the exercise by the FCA or the PRA, in respect of things done or omitted before the main commencement day, of their powers—

(a)under regulation 7 of the Securitisation Regulations 2018 (public censure) or regulation 8 of those Regulations (financial penalties),

(b)under any provision of the Over the Counter Derivatives, Central Counterparties and Trade Repositories (Amendment, etc, and Transitional Provisions) (EU Exit) Regulations 2019(34) as applied by the Securitisation Regulations 2018, or

(c)under any provision of FSMA 2000 as applied by the Securitisation Regulations 2018.

(2) Sub-paragraph (1) does not limit the application of section 16 of the Interpretation Act 1978(35).

Directions given under regulation 25 of Securitisation Regulations 2018

10.—(1) Any direction given by the FCA or the PRA under regulation 25 of the Securitisation Regulations 2018 (transparency requirements for originators, sponsors and SSPEs of private securitisations) that is in force immediately before the main commencement day is to remain in force on and after that day until revoked under this paragraph.

(2) On and after the main commencement day, the direction to which sub-paragraph (1) applies to be read as if—

(a)the reference to the information under Article 7(1)(a) to (g) of the EU Securitisation Regulation 2017(36) were a reference to the information referred to in any provisions of the appropriate rules that require the originator, sponsor or SSPE to provide information in relation to a securitisation,

(b)other expressions defined by reference to the EU Securitisation Regulation 2017 had the same meaning as in these Regulations, and

(c)the reference to an entity designated under subparagraph 1 of Article 7(2) of the EU Securitisation Regulation 2017(37) were a reference to an entity designated under an equivalent provision of the appropriate rules.

(3) The provisions of Part 8 of these Regulations, of FSMA 2000, and of FSMA 2000 as applied by Schedule 1 to these Regulations, apply in relation to a failure on or after the main commencement day to comply with a direction to which sub-paragraph (1) applies as those provisions apply in relation to a contravention of the appropriate rules.

(4) In this paragraph “the appropriate rules” means—

(a)in the case of a PRA-authorised person, rules made by the PRA under section 137G of FSMA 2000 relating to securitisations;

(b)in any other case, designated activity rules made by virtue of regulation 5.

(5) The FCA or the PRA may by a further direction amend a direction to which sub-paragraph (1) applies that was given by it.

(6) The FCA or the PRA may by notice revoke a direction to which sub-paragraph (1) applies that was given by it.