On 13 February, the European Securities and Markets Authority (ESMA) launched a consultation on revisions to the disclosure framework for private securitisation, including draft amendments to the regulatory technical standards (RTS) to introduce a simplified disclosure template.

This consultation follows ESMA’s 2023 consultation, and their feedback note which indicated broad support for a simplified disclosure template for private securitisations. ESMA proposes a new disclosure template specifically for EU established private securitisations, replacing the current public templates required under Article 7(1)(a) of SECR.

This consultation is a separate and limited initiative that will run in parallel with the primary securitisation reforms being addressed in the Commission’s legislative review expected in Q2 2025.

Key points of consideration:

• Scope – The simplified template applies only to private securitisations where all sell-side parties (originator, sponsor, original lender, and SSPE) are established in the EU. If any of these entities are outside the EU, the existing public securitisation disclosure requirements would continue to apply.
  ESMA asks whether the presence of just the originator and sponsor in the EU should be sufficient to trigger application of the simplified disclosure framework.
• Format and Disclosure Requirements – The simplified template would replace current prescribed formats and allow for bespoke, bilateral disclosure arrangements between sell-side parties and investors. Investor reports will remain unchanged, and disclosures must be provided quarterly (or monthly for ABCP transactions).
• Significant Event Disclosures Extended to Private Securitisations – Currently, only public securitisations are required to disclose significant events. ESMA now proposes expanding this requirement to private securitisations.
• Template Structure – The new template is divided into four sections:
  1. Key transaction information – details of the securitisation structure and involved parties.
  2. Exposure and risk retention – proposes including information on risk retention to reduce frequency of supervisory authority requests. This information is currently not required for public securitisations.
  3. Securitisation positions – applicable only to non-ABCP transactions, providing details of held positions.
  4. Synthetic securitisation information – specific to synthetic transactions, detailing credit protection arrangements.

The consultation deadline is March 31. We welcome members to share any feedback or input.

For further information please contact Nicholas Smith ([email protected])