In compiling an STS Verification in the EU PCS bases its analysis on the STS criteria appearing in Articles 20 to 26 of the Regulation (EU) 2017/2402 of the European Parliament and of the Council of 12 December 2017 as amended by REGULATION (EU) 2021/557 of the European Parliament and of the Council of 31 March 2021 (the “STS EU Regulation”) together with, if relevant, the appropriate provisions of Article 43, (together, the “STS criteria”). Unless specifically mentioned in the STS Assessment, PCS relies on the English version of the STS EU Regulation.
In compiling an STS Verification in the UK PCS bases its analysis on the STS criteria appearing in Articles 20 to 26 of the Regulation (EU) 2017/2402 of the European Parliament and of the Council of 12 December 2017 as on-shored into UK law and amended by the Securitisation (Amendment) (EU Exit) Regulations 2019 (the “STS UK Regulation”) together with, if relevant, the appropriate provisions of Article 43, (together, the “STS criteria”). Unless specifically mentioned in the STS Assessment, PCS relies on the English version of the STS UK Regulation.
The STS EU Regulation and the STS UK Regulation shall be referred to in this document as the STS Regulations.
In addition, Article 19.2 of the STS EU Regulation requires the European Banking Authority, from time to time, to issue guidelines and recommendations interpreting the STS criteria. The EBA has issued such guidelines and recommendations on 12 December 2018 (the “EBA Guidelines”). Under the STS UK Regulation, such powers passed to the UK FCA.
Finally, the task of interpreting individual STS criteria rests with national competent authorities (“NCAs”). Any NCA may publish or otherwise publicly disseminate from time to time interpretations of specific criteria (“NCA interpretations”).
The STS criteria, as drafted in the STS Regulations, are subject to a potentially wide variety of interpretations. In compiling an STS Verification, PCS uses its discretion to interpret the STS criteria based on (a) the text of the STS Regulation, (b) any relevant EBA or FCA Guideline and (c) any relevant NCA Interpretation. Although PCS believes its interpretations reflect a reasonable approach based on PCS’ reading of the various sources and knowledge of the legislative history, there can be no guarantees that any regulatory authority or any court of law interpreting the STS criteria will agree with the PCS interpretation.
There can be no guarantees that any future EBA or FCA Guidelines or NCA interpretations may not differ in their approach from those used by PCS in interpreting any STS criterion prior to the issuance of such new guideline or interpretation.
In particular, EBA Guidelines are not binding on any NCA (including the FCA for UK transactions). There can be no guarantees that any interpretation by any NCA will be the same as that set out in the EBA Guidelines and therefore used, prior to the publication of such NCA interpretation, by PCS in completing an STS Verification.
Finally, although PCS will use all reasonable endeavours to ascertain the position of the FCA or any relevant NCA as to STS criteria interpretation, PCS cannot guarantee that it will have been made aware of any NCA (including the FCA) interpretation in cases where such interpretation has not been officially published by the relevant NCA.
No PCS entity is a law firm and nothing in any PCS Verification constitutes legal advice in any jurisdiction.
Accordingly, the provision of an STS Verification t is only an opinion by PCS and not a statement of fact. It is not a guarantee or warranty that any national competent authority, court, investor or any other person will accept the STS status of the relevant securitisation. Therefore, no entity should rely on an STS Verification in determining the STS status of any securitisation and must perform its own due diligence and reach its own conclusions.
An STS Verification speaks only as of the date on which it issued. PCS has no obligation to monitor (nor any intention to monitor) any securitisation the subject of an STS Verification. PCS has no obligation and does not undertake to update any STS Verification to account for (a) any change of law or regulatory interpretation or (b) any act or failure to act by any person relating to those STS criteria that speak to actions taking place following the close of any transaction such as – without limitation – the obligation to continue to provide certain mandated information.
PCS will not monitor any ongoing disclosures required by Article 7 of the STS Regulations. PCS shall have no liability for any loss of any kind suffered by any person as a result of a securitisation whose STS Verification indicated that it met, in whole or in part, the STS criteria being held for any reason as not so meeting the relevant criteria save in the case of deliberate fraud by PCS. PCS shall also not have any liability for any action taken or action from which any person has refrained from taking as a result of the compilation of an STS Verification.