ADVOKS GLOBAL · KENYA
The Capital Markets (Asset-Backed Securities) Regulations
26. Form of application
Edition: 2022-12-31 · In force
26. Form of application
(1)An application for approval for the offer, issue or listing of asset-backed securities shall be submitted to the Authority in the prescribed form.(2)Compliance with the requirements set out in these Regulations does not guarantee an applicant's suitability which shall be determined by the Authority in consultation with the Mi(3)The application be to submitted shall be accompanied by—(a)a term sheet setting out the salient terms and conditions of the proposed structure of the proposed securitization transaction including(i)name, date and place of incorporation, names and professions of directors, names and interests of shareholders and proposed structure of the Issuer(ii)name, date and place of incorporation, names and professions of directors, names and interests of shareholders the of originator;(iii)names and addresses of the transaction advisors;(iv)securitization transaction overview;(v)proposed arrangements for the transfer of eligible assets and nature of the eligible assets;(vi)currency and principal amount of proposed issue;(vii)tenor of proposed issue(viii)details of proposed credit enhancement and provision of liquidity by the liquidity provider (where applicable);(ix)details of utilization of proceeds;(x)indicative credit rating;(xi)confirmation on whether the offer is to be listed and structure of issue; and(xii)conditions precedent;(b)The following documents relating to the originator—(i)resolution of the board of directors approving the transfer of eligible assets to the issuer; and(ii)written consent from any existing secured creditor enjoying any security interest of any nature over the proposed eligible assets agreeing to wholly discharge their security in respect of the eligible assets to be transferred;(c)Where the originator is a company incorporated under the Companies Act it shall submit a certified copy of its certificate of incorporation including any certificate of change of name and the memorandum and articles of association;(d)The constitution documents relating to the issuer together with a written undertaking to comply with the requirements of these Regulations.(e)declarations from the originator, issuer and advisor confirming that they have taken all reasonable care in structuring the issue, preparing the information memorandum and developing all projections on performance;(f)a legal opinion confirming that the transferred eligible assets would not be available to the creditors, liquidators or receiver managers of the originator in the event of the bankruptcy, winding up, insolvency or receivership of the originator;(g)all reports by any expert included or referred to in the information memorandum;(h)draft copies of material contracts (where applicable) including the credit-enhancement agreement, proposed servicing agreement between the issuer and servicing agent and guarantee agreement where applicable;(i)duly executed declarations by the directors of the issuer in the form prescribed in the First Schedule;(j)where applicable, a letter of no objection from the relevant primary regulator of the originator;(k)a credit rating report of the proposed issue from an independent credit rating agency ; and(l)the prescribed application fee.