FVC Registration Form - Guidance Notes

Contents
Page
Section 1: Overview ............................................................................................................................ 3
Section 2: Company Information ....................................................................................................... 4
Full Registered Name of FVC
4
Registered Address of FVC
4
Company Type
4
Vehicle Currency
4
CRO No.
4
LEI Code
4
Corporate Service Provider
4
Directors of Vehicle
4
Orphan Structure
4
Multi-Vehicle Structure
4
Section 3: Activities Information........................................................................................................ 5
Expected Total Assets ................................................................................................................................ 5
Expected Total Assets - First Reporting
5
Expected Total Assets – Maximum Issuance
5
Nature of Securitisation .............................................................................................................................. 5
Traditional
5
Synthetic
5
Insurance-linked
5
Other
5
Type of Vehicle ........................................................................................................................................... 6
RMBS
6
CMBS
6
Consumer ABS
6
Corporate ABS
6
Cash CDO
6
Synthetic CDO
6
Lease Securitisation
6
ABCP Programme
6
Multi-Issuance Vehicle
6
Receivables
7
Other
7
Details of Activities ..................................................................................................................................... 7
Listing of Debt Securities ............................................................................................................................ 7
Section 4: Interlinkages ...................................................................................................................... 8
Originator of Assets .................................................................................................................................... 8
Sponsor of Vehicle ..................................................................................................................................... 8
Consolidation.............................................................................................................................................. 9
Non-Consolidated Interests under IFRS12 ................................................................................................. 9
Guarantees Received by FVC .................................................................................................................... 9
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Section 5: Administration ................................................................................................................. 10
Reporting Agent ....................................................................................................................................... 10
First Reporting Quarter ............................................................................................................................. 10
Completed By ........................................................................................................................................... 10
Section 6: Verification of Data.......................................................................................................... 11
Certification of Form ................................................................................................................................. 11
Ensuring Data Accuracy ........................................................................................................................... 11
Section 7: Submitting the Form ....................................................................................................... 12
Finalising Registration Data ...................................................................................................................... 12
Submission ............................................................................................................................................... 12
Notification of Changes ............................................................................................................................ 12
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Section 1: Overview
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Before reading this guide, the FAQ document on Financial Vehicle Corporation (FVC) reporting
should be fully understood. This document outlines the process for registering and submitting quarterly
FVC2 returns to the Central Bank of Ireland (hereafter, the Central Bank).
Once the user is familiar with the process for FVC reporting as detailed in the FAQ document, they
may proceed to register a vehicle, using this document as a reference guide. This document will guide
the user through the process for registering an FVC with the Central Bank to fulfil the reporting
requirement.
Sections 2, 3, 4 and 5 provide the user with definitions which should be adhered to when filling out the
form. These sections cover the four parts of the registration form:

Company: Information regarding the structure of the company and its legal form.

Activities: Details of the expected size and transactions of the FVC.

Interlinkages: Details of related parties, consolidation, and guarantees.

Administration: Information regarding the reporting agent and representative completing form.
Section 6 highlights some of the validation rules contained within the form to ensure that the data
provided is accurate and complete.
Section 7 covers the submission process.
Any questions not covered by this guidance note can be addressed to [email protected].
The registration form should be downloaded from the Central Bank website at this link.
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http://www.centralbank.ie/polstats/stats/reporting/Documents/FVC_faq_document.pdf
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Section 2: Company Information
Full Registered Name of FVC
This is the full legal name of the company, as it appears on the CRO website and in official
documentation. This should not be shortened or truncated in any way as it will be used to verify the
identity of the FVC.
Registered Address of FVC
This is the registered office of the FVC which should appear in the company accounts, on official
documentation, and in the CRO companies’ database.
Company Type
This is the FVC’s legal form, which is usually ‘Limited Company’, ‘Public Limited Company’, or for
newer vehicles ‘Designated Activity Company’.
Vehicle Currency
This is the functional currency of the company, ie. the currency in which the annual accounts are
prepared in.
CRO No.
This is the CRO reference number of the company, which should appear in the company accounts.
LEI Code
This is the Legal Entity Identifier code of the company. If an LEI Code is not available, enter N/A.
Corporate Service Provider
In this section the name of the entity which provides the registered office address for the FVC should
be provided.
Directors of Vehicle
The full names of all directors of the company should be provided here.
Orphan Structure
If the shares of this vehicle are held in trust, select ‘Yes’ for this option. Otherwise select ‘No’.
Multi-Vehicle Structure
If the FVC is part of a multi vehicle structure, whereby one or more vehicles issue the debt securities
and pass through the proceeds to one or more vehicles as loans, then select ‘Yes’ for this option. If the
vehicle is standalone, in that it issues debt securities and purchases assets itself, select ‘No’.
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Section 3: Activities Information
Expected Total Assets
Expected Total Assets - First Reporting
This is the total balance sheet size (gross assets) of the vehicle upon its first submission of data to the
Central Bank through FVC reporting. A best estimate should be provided of this amount if an exact
figure is not available at time of registration. This is used for crosschecking and initial estimation
purposes.
Expected Total Assets – Maximum Issuance
This is the total balance sheet size expected for the vehicle in its normal course of business. If there is
no estimate of maximum size for the vehicle available, please enter N/A.
Nature of Securitisation
FVCs acquire the credit risk of assets through a range of different methods. One of the following
should be selected:
Traditional
The FVC takes the assets directly onto its balance sheet through direct purchase of the instruments
from the asset originator or third party.
Synthetic
The FVC takes the credit risk of the assets, but not the assets themselves, onto its balance sheet
through the use of derivatives such as credit default swaps or total return swaps.
Insurance-linked
The FVC is investing primarily in financial instruments such as catastrophe bonds whose values are
driven by insurance loss events.
Other
Any FVC which does not meet the definition of the above three securitisation types. ‘Details of
Activities’ should be supplied if this option is used. Hybrid securitisations whereby both traditional and
synthetic methods are used to transfer credit risk fall under this category.
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Type of Vehicle
This refers to the type of activity the FVC is engaged in and the types of assets which it has acquired
RMBS
Residential Mortgage Backed Securities are financial instruments which are loan-based and secured
upon residential property.
CMBS
Commercial Mortgage Backed Securities are financial instruments which are loan-based and secured
upon commercial property.
Consumer ABS
Consumer Asset Backed Securities are financial instruments which are loan-based and secured upon
automobiles or other consumable products, and where the debtors are private individuals.
Corporate ABS
Corporate Asset Backed Securities are financial instruments which are loan-based and secured upon
automobiles or other consumable products, and where the debtors are corporations.
Cash CDO
Collateralised Debt Obligations. The CDO assets themselves are brought onto the balance sheet of
the FVC as part of a Traditional securitisation
Synthetic CDO
Collateralised Debt Obligations. The FVC gains exposure to the CDO assets through credit derivatives
but does not take the assets themselves onto its balance sheet. Part of a Synthetic securitisation.
Lease Securitisation
Vehicles where the primary assets are lease agreements, typically on aircraft or other operating
equipment. This categorisation includes EETC (Enhanced Equipment Trust Certificate) and Portfolio
Securitisation.
ABCP Programme
Asset-Backed Commercial Paper vehicles are conduits which issue notes and generally purchase the
debt securities of other vehicles or third parties.
Multi-Issuance Vehicle
Similar to an ABCP structure however these vehicles have a ring-fencing element whereby the security
granted over particular assets is restricted to the holders of specified classes of notes.
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Receivables
Vehicles engaged in trade receivables securitisation.
Other
Any FVC which does not fit within one of the above vehicle types. Details of Activities should be
supplied if this option is used.
Details of Activities
This is an optional section, where the reporting agent can provide some details on the specific
transactions of the FVC to help ensure the vehicle is classified properly.
This is however mandatory where either ‘Nature of Securitisation: Other’, or ‘Vehicle Type: Other’ are
selected.
Listing of Debt Securities
This refers to the listing of the debt securities issued by an FVC on a public exchange. Vehicles which
do not issue debt securities but rather receive funding through loans or other means should select the
appropriate ‘No debt security issuance’ option. All other vehicles should report their listing status.
Vehicles that have notes listed on the Irish Stock Exchange should indicate as such, however there is
no requirement to provide details if the notes are only listed on another exchange.
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Section 4: Interlinkages
Originator of Assets
By definition, the primary activity of an FVC must be to take on the credit risk of assets originated by a
third party. The originator of the FVCs assets should be detailed here.
Some examples of originator:

If the FVC purchases a portfolio of bank loans from Fund A, and the loans were originally
issued by Bank A, then the details of Bank A should be supplied here.

If the FVC purchases trade receivables from NFC A, which consist of obligations owing by
NFC B to NFC A as credit extended for the provisions of good or services, the details of NFC
A should be supplied here.
In situations where there are multiple assets purchased from multiple originators, then the option
‘Multiple’ should be selected. Where it is possible to provide the main originator (originating >50% of
the assets held by the vehicle), then it should be supplied.
If there is no main originator, the related entity information on Originator should be left blank, but
‘Multiple’ should still be selected.
Sponsor of Vehicle
This refers to the entity on whose behalf the FVC was established.
If the vehicle was set up by a financial company in order to hold assets on behalf of that company, this
entity would be considered the sponsor.
Where an investment fund sets up a vehicle to hold assets, the investment manager would be
considered the sponsor.
In insurance-linked securitisations, the ceding reinsurer would be considered the sponsor.
Please note that the term ‘Sponsor’ does not refer to a charitable trust that owns shares of the FVC in
an orphan vehicle structure.
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Consolidation
If an entity is consolidated into a group, it should provide the name, country of residency and sector of
the ultimate parent company here. Consolidation can take place under a number of different
accounting standards, generally IFRS or a local form of GAAP, so the accounting standard used
should also be provided.
Non-Consolidated Interests under IFRS12
If an entity has a non-consolidated interest in the FVC under the IFRS12 accounting standard, details
of this company should be provided here. Simply select ‘No’ if this does not apply.
Guarantees Received by FVC
If the FVC receives a guarantee from a third party or related entity, it should provide the name, country
of residency and sector of the guarantor here, along with details of the guarantee arrangement. If the
guarantor is also the Sponsor of the vehicle, it should be indicated in the check-box below this section.
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Section 5: Administration
Reporting Agent
The reporting agent is the company who will be submitting quarterly returns for the vehicle going
forward. This may or may not be the entity who files the initial registration form.
First Reporting Quarter
This refers to the quarter in which the FVC began its issuance and acquisition of assets. The FVC will
be required to submit quarterly information from this end-quarter onwards.
For example, if an FVC purchased a portfolio of bonds on 12th March 2017, then its first activity would
be within the Q1-2017 reporting period, which is from 1st January 2017 to 31st March 2017. The FVC
return should show the transactions during this period, and the balance sheet as at 31st March 2017.
This return should then be uploaded and signed off on the Central Bank’s ONR system by no later
than 11th May 2017. The registration form should be received by the Central Bank by no later than 2
May 2017.
A full schedule of reporting dates for statistical returns is available at this link.
Completed By
The contact details of the individual who is filing the registration form with the Central Bank.
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nd
Section 6: Verification of Data
Certification of Form
At the end of the registration form there is a certification item which the person filing the return is
required to electronically tick. This consists of a statement regarding the accuracy of the data supplied
in the form, and a check-box for the user to communicate acceptance of the statement. The
registration form will not be accepted by the Central Bank without this certification. The registration
form will also not be accepted if the status at the top of the page reads ‘Incomplete’, as this indicates
that there are still outstanding data points to be provided, or that some of the information supplied is
incorrect.
Ensuring Data Accuracy
In order to validate the data provided, a number of checks are built into the registration form. These
ensure that complete data is being provided and that incompatible or overlapping options are not
selected.
In the second tab of the registration form, ‘Form Validations’ provides the validation status of each
section. Any section which has a ‘FAIL’ status should be reviewed to ensure the accuracy and
completeness of information supplied. A breakdown of errors is available by scrolling down to the
appropriate section in this tab. The error message should indicate to the user where the issue is
coming from, however the “FVC Registration” tab also contains numerous errors on-sheet where
incorrect or incomplete data is being supplied.
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Section 7: Submitting the Form
Finalising Registration Data
Once all data has been reviewed and the registration form has been certified, the status at the top of
the screen should read ‘Complete and ready for submission’. If this reads ‘Incomplete’, please
review the form to ensure that all sections have been filled out correctly.
Submission
The registration form should be submitted via email to the Central Bank at [email protected] by
no later than 7 working days before the submission deadline of the first reporting quarter. This is
to allow the registration form to be processed and for the vehicle to be set up on the system ahead of
the submission deadline of the quarterly data.
There is no requirement to print out and scan the document – the form should be submitted to the
Central Bank through email in the excel format provided. There is also no requirement for a
director’s signature.
Questions regarding FVC reporting and the registration process can also be directed towards the
above email address.
Notification of Changes
Reporting agents should make the Central Bank aware of any changes to the information supplied in
the registration form as soon as possible, should they change at any point in the future. An email
should be sent to [email protected] confirming the FVC name, C-Code, and the attribute
change.
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