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07 April 2010

IOSCO publishes disclosure principles for public offerings and listings of asset backed securities

These outline the information that should be published for a publicly offered or listed ABS. The disclosure principles include the parties responsible for the document; static pool information; risk factors and certain derivative instruments.

The ABS Disclosure Principles provide guidance for listings and public offerings of ABS, defined as those securities that are primarily serviced by the cash flows of a discrete pool of receivables or other financial assets that by their terms convert into cash within a finite period of time, such as RMBS (residential mortgage-backed securities) and CMBS (commercial mortgage-backed securities), among others.
The principles are based on the premise that the issuing entity will prepare a document used for a public offering or listing of ABS that will contain all material information, clearly presented, that is necessary for full and fair disclosure of the character of the securities being offered or listed in order to assist investors in making their investment decision.
The ABS Disclosure Principles will complement IOSCO’s existing disclosure standards and principles, which include International Disclosure Standards for Cross-Border Offerings and Initial Listings by Foreign Issuers (1998)2; Principles for Ongoing Disclosure and Material Development Reporting by Listed Entities (2002)3; General Principles Regarding Disclosure of Management's Discussion and Analysis of Financial Condition and Results of Operations (2003)4;International Disclosure Principles for Cross-Border Offerings and Listings of Debt Securities by Foreign Issuers (2007)5; and Principles for Periodic Disclosure by Listed Entities (2010)6.
The ABS Disclosure Principles would also provide guidance if a Document is required:
·         when a financial intermediary that has participated in a public offering of securities later sells to the public the securities that were unsold in the original public offering; or
·         when the issuer has sold securities in a private placement to any party who then resells those securities to the public.
These principles would not provide guidance for securities backed by assets pools that are actively managed (such as some securities issued by investment companies), or that contain assets that do not by their terms convert to cash (such as collateralized debt obligations).
Disclosure Principles for Public Offerings and Listings of Asset Backed Securities (ABS)
The ABS Disclosure Principles outline the information that should be included in any offer or listing document for a publicly offered or listed ABS, which should include details on the following:
1. Parties Responsible for the Document;
2. Identity of Parties Involved In the Transaction;
3. Functions and Responsibilities of Significant Parties Involved In the Securitization Transaction;
4. Static Pool Information;
5. Pool Assets;
6. Significant Obligors of Pool Assets;
7. Description of the Asset Backed Securities;
8. Structure of the Transaction;
9. Credit Enhancement and Other Support, Excluding Certain Derivative Instruments;
10. Certain Derivative Instruments;
11. Risk Factors;
12. Markets;
13. Information about the Public Offering;
14. Taxation;
15. Legal Proceedings;
16. Reports;
17. Affiliations and Certain Relationships and Related Transactions;
18. Interests of Experts And Counsel; and
19. Additional Information.
IOSCO principles  


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