Securitisation

The securitisation regulation aims to make the UK securitisation market work more effectively.

We want to make sure that firms operating in the financial markets, and businesses in the real economy, have access to an appropriate range of funding tools, and that disclosure to investors is adequate.

The EU Securitisation Regulation[2] came into effect in the UK on 1 January 2019, and was converted into UK law on 31 December 2020 by the EU (Withdrawal) Act 2018.

Changes to the EU Securitisation Regulation, made by the Securitisation (Amendment) (EU Exit) Regulations 2019, ensured that the onshored legislation (the UK Securitisation Regulation) operated effectively in the UK.

Repeal and replacement of securitisation rules

As part of the repeal and replacement of assimilated law (ie, retained European Union law), most firm-facing provisions of the UK Securitisation Regulation are now set out in the FCA and the Prudential Regulation Authority (PRA) rulebooks, while other provisions are restated in domestic legislation by the Treasury.

Such domestic legislation – The Securitisation Regulations 2024[3] – establishes the new legislative framework under which the financial services regulators make rules on requirements for securitisation that apply to firms. The Treasury published an Explanatory memorandum[4] outlining the purpose of the instrument and an overview of the new regulatory framework.

Implementation of the new rules

• We consulted on and made rules for the UK securitisation market:
• 7 August 2023 – Consultation Paper (CP23/17)[5]
• 30 April 2024 – Policy Statement (PS24/4)[6]

The FCA rules are to be read in parallel to the PRA rules published also on 30 April 2024.

As of 1 November 2024, our new rules will come into force and can be found in the Securitisation Sourcebook (SECN), within the specialist sourcebook section of the FCA Handbook. All previous Technical Standards and Annexes related to the UK Securitisation Regulation are set out, to the extent retained, in SECN as rule requirements.

Disclosure requirements

Technical Standards specifying the information and the details of a securitisation to be made available by the originator, sponsor and securitisation special purpose entity (SSPE) under the UK Securitisation Regulation came into effect on 31 December 2020.

The reporting templates can now be found in SECN 11 and SECN 12 of the FCA Handbook. UK-formatted spreadsheets that may assist in making available details of securitisations within the scope of the SECN are linked below. These are provided for convenience only. Users should always check the requirements in SECN directly for current reporting requirements.

• Annex 2: Underlying exposures - residential real estate[7]
• Annex 3: Underlying exposures - commercial real estate[8]
• Annex 4: Underlying exposures - corporate[9]
• Annex 5: Underlying exposures - automobile[10]
• Annex 6: Underlying exposures - consumer[11]
• Annex 7: Underlying exposures - credit cards[12]
• Annex 8: Underlying exposures - leasing[13]
• Annex 9: Underlying exposures - esoteric[14]
• Annex 10: Underlying exposures - add-on non-performing exposures[15]
• Annex 11: Underlying exposures - ABCP[16]
• Annex 12: Investor report - Non-ABCP securitisation[17]
• Annex 13: Investor report - ABCP securitisation[18]
• Annex 14: Inside information or significant event information - Non-ABCP securitisation[19]
• Annex 15: Inside information or significant event information - ABCP securitisation[20]

Securitisation Repositories (SRs)

Originators, sponsors or SSPEs must make available details of public securitisations within the scope of SECN 6.3 to a UK SR that we register and supervise.

Disclosure XML schemas and validation rules for UK templates only and which apply from 1 April 2022 are available below:

• XML schemas and validation rules v1.3.2 (DRAFT3)[21]

To become a UK SR, firms will need to submit an application to us for registration. Please see our SR page for more details.

Making available details of private securitisations

A private securitisation is one where no FCA approved prospectus must be drawn up.

On 31 January 2019, we and the PRA issued a final Direction pursuant to the power granted to us under the Securitisation Regulations 2018[22]. The annex to this Direction includes the templates to be used for notifying us and the PRA of a private securitisation.

Under the transitional provisions set out in the Securitisation Regulations 2024, any direction given by the FCA or the PRA under regulation 25 of the Securitisation Regulations 2018 that is in force immediately before the main commencement day is to remain in force on and after that day until revoked under those provisions. Any such direction may be amended by us or the PRA by further direction under the transitional provisions.

Simple, transparent and standardised (STS) securitisations

The framework for STS securitisations is designed to make it easier for investors to understand and assess the risks of a securitisation investment. Positions in STS securitisations can attract preferential capital treatment for firms under the Capital Requirements Regulation[23] (CRR). Subject to meeting specified criteria, securitising parties will be able to designate their securitisations as STS.

To maintain an accessible pool of STS products for UK institutional investors, EU securitisations notified to the European Securities and Markets Authority (ESMA) as meeting EU STS criteria before and up to 30 June 2026, and which remain on ESMA’s list, will also qualify as UK STS for the life of the transaction.

Although sponsors, originators and securitisation vehicles remain liable for their obligations under SECN, they may – but are not obliged to – use the services of a UK Third Party Verifier (TPV) we authorise to assess compliance of a securitisation with the UK STS criteria.

Our TPV page[24] has more information on how prospective UK TPVs can apply to be regulated.

STS notifications

The Securitisation Regulation 2024 requires us to maintain a list of securitisations notified to us as meeting UK STS criteria.

Where we give written notice of our intention to remove, or propose to remove, a securitisation from the STS notification list, the originator or sponsor may make representation to the FCA within a certain period (as set out in our notice) and may refer the matter to the Tribunal.

STS list[25]

To qualify as UK STS, the originators and sponsor of a securitisation (or, in the case of ABCP programmes and transactions, the sponsor) must be established in the UK and must notify us, using the UK STS notification templates set out in SECN.

The Securitisation Regulation 2024 grant us the power to direct the manner in which an originator or sponsor of a securitisation established in the UK must inform us of an STS notification.

Download the UK STS notification templates and related instructions:

• PUBLIC securitisations[26]
• PRIVATE FULL securitisations[27]
• PRIVATE ANONYMISED securitisations[28]

All STS notifications must be submitted using Connect[29]. To do this, sign in to My FCA[30] using your existing details and go to Connect. Find out more about how to register for Connect[31].

If your firm is already authorised by us, you will need to contact your firm’s Principal User for the appropriate STS access permissions. Once you have permission, click on ‘+ Start an Application’ and you’ll see instructions for submitting your notification under ‘FIRM NOTIFICATIONS’.

If your firm is not authorised, or registered on Connect, click on ‘+ Start an Application’ and navigate to ‘Authorise or Register a new Firm’.

For more help, see our guide[32] on accessing Connect and submitting STS notifications. You can also email queries to [email protected] but please don’t send any UK STS notifications to this address.

Securitisation sourcebook (SECN) waivers and modifications

You should determine first whether you need to apply to us or the Prudential Regulation Authority (PRA), which also grants waivers and modifications. If you're not sure which authority to apply to, check the PRA Handbook and our Handbook. You may also find it useful to talk about your application with your FCA supervisory contact first.

We don't automatically grant applications – we assess each one on its own merits. If we decide to grant your application, we may attach conditions or requirements. A waiver or modification will not apply retrospectively.

Applying for a waiver or modification of SECN rules under section 138A FSMA 2000

Waivers and modifications are variations to Handbook rules that firms can choose to apply for.

• A waiver means your firm doesn't have to comply with a rule.
• A modification allows your firm to comply with a rule amended to fit your circumstances.

For a waiver or modification to be granted, you will need to explain how:

• complying with the rule would be unduly burdensome or not achieve its purpose
• granting a waiver will not adversely affect our 3 objectives to protect consumers, enhance market integrity and promote competition

To apply for a waiver or modification you will need to contact [email protected] for further details on how to submit an application. Please include in your initial contact as much detail as possible about your intended waiver or modification request.

If you need a decision by a specific date

Please make this clear in your initial communication with us. We would encourage you to get in touch with as much notice as possible. We suggest at least 12 weeks. Note that it might not be possible for us to meet your deadline, for example, if it's a complex application.

After you apply

Following initial discussion, we will invite you to submit a formal application if appropriate. We'll let you know when we've received your application and may ask you for more information or request further documents.

If we ask for more information and you don't respond to us within 20 business days, we'll treat your application as withdrawn (unless you've told us by other means that you intend to pursue your application).