Alternative Investments: Securitisation Structure

The main feature of an SCC are its cells. Each of them allows an originator to raise capital from one or more investors. Cellular assets are segregated from each other.

The Securitisation Cell Company – SCC

An SCC is a single legal person, which is internally composed of a core and one or more cells. Its particular internal structure means that a SCC may be used for multiple securitisation transactions, regardless of the number of originators.
An SCC would enter into securitisation transactions through its one or more cells. Each cell may be utilised for multiple securitisation transactions, on condition that the securitisation assets in relation to each transaction originate from the same originator.
The assets and liabilities which arise from a cell’s activities form the sole patrimony of that cell: these are ring-fenced from the cellular assets/liabilities of others cells and from the non-cellular assets/liabilities belonging to the core.
An SCC may issue cellular shares in respect of each cell which it creates and no minimum share capital requirements apply in relation to the cells.

Originator

No requirement to be licenced or authorised or otherwise regulated.
No restrictions on the identity of the originator (e.g. hedge funds, including non-licenced funds established outside the EU; ship-owners or aircraft-owning entities; IP holding entities; credit institutions; governments; para-statal bodies; etc.).
The originator may hold equity stakes in the SCC, be a subsidiary of the SCC or be unrelated to it.

Issuer

May be established in or outside Malta.
May take any legal form (e.g. private or public limited companies; investment companies partnerships, trusts, securitisation cell companies; etc.).
Minimum share capital:

  • Private companies: EUR 1,165 (at least 20% paid up)
  • Public companies: EUR 46,588 (at least 25% paid up)

It may be ‘orphaned’ through Maltese purpose foundations.

Assets

In terms of the Securitisation Act a securitisation asset may consist of: “(…) any asset, whether existing or future, whether movable or immovable, and whether tangible or intangible, and ..where the context so allows, includes risks”.
No limitations on what may constitute a securitisation asset (e.g. securities, commodities, plants and machinery, such as vessels and aircrafts, IPs, insurance risks, receivables arising from the aforesaid and from other sources, such as lease income, interest payments on credit facilities, coupons due from bonds, dividends and interest on securities; etc.).
Transfers of securitisation assets are treated as final.
Title to securitisation assets may be transferred by any legally recognised form. Such transfers are not subject to re-characterisation for any reason whatsoever .
Additionally, such assignments are final, absolute and binding on the originator, the SCC and on all third parties, notwithstanding any underlying contractual or statutory prohibition or restriction on the originator in relation to the securitisation assets.