TMI BlogDISCLOSURES TO BE MADE IN THE OFFER DOCUMENTX X X X Extracts X X X X X X X X Extracts X X X X ..... Originator, the address of its registered office along with its telephone number, fax number, contact person, website address and e mail address; d) The title of the securitised debt instruments , expected maturity, coupons, their ratings; e) The number, nature, price , amount and issue size of securitised debt instruments offered through the offer document; f) Asset type being securitised along with the nature of transaction ; g) Issue Schedule: (a) Date of opening of the issue (b) Date of the closing of the issue h) Name/s of the stock exchanges where listing of the securitised debt instruments is proposed; i) The following disclaimer shall be made prominently in the first page of the offer document: The submission of draft offer document to the Board should not in any way be deemed or construed that the same has been approved by SEBI. SEBI does not take responsibility for the financial soundness of the scheme launched by the issuer. Neither SEBI nor the stock exchanges are responsible for the correctness of any statements, opinions or other disclosures contained in this offer document. The registration granted by SEBI to the trustee should not be take ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... _______ (each referred to as an Originator and collectively referred to as the Originators ) Trustee [name of trustee] Issuer [name of special purpose distinct entity(SPDE)] Trust Property Initial Contribution to the SPDE INR [ ] Transaction Size INR [ ] Pool Principal on Settlement Date INR [ ] Pool Cut Off Date [date] [Specify future cut offs (if revolving in nature) or purchase of future receivables] Settlement Date [date] Payout Dates [date] Transaction Structure Each Originator proposes to sell the following assets to the Issuer on the Settlement Date: [nature of assets] [description of assets] [amount] The aggregate of the assets shall be referred to as the Total Pool . [specify if par / premium / discount ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... maining listed - Consequence of de-listing Rating Agency(ies) [ ] Series of securitised debt instruments [specify seniority and subordination] Day count convention [ ] Series A1 Securitised Debt Instruments Series A2 Securitised Debt Instruments Series A3 Securitised Debt Instruments Seniority Face Value Initial rating Final Maturity Date Expected Maturity Date Expected Yield Payment Schedule ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... mentioned in the Guidelines or Regulations of the Board relating to issue of capital, to the extent applicable. 6.0 Disclaimers The following disclaimers shall also be made in bold font in the offer document: (a) that the securitised debt instruments do not represent deposits, liabilities of the originator, servicer or special purpose distinct entity and that they are not insured; (b) that the special purpose distinct entity, originator or servicer does not guarantee the capital value of the securitised debt instruments or the collectibility of the asset pool. 7.0 Details about public offer 7.1 The following details about the public offer shall be disclosed in the offer document a) Minimum application. b) Minimum subscription disclosure of method of calculation and disclosure of the sources of funds if the whole or any part of the expenditure mentioned in regulation 31 are to be met otherwise than out of issue proceeds. c) Interest rate on application money. d) Period of offer - opening and closing dates. e) Manner of making application for certificates and instruments and the addresses of the places where the applications would be accepted. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... responsibilities of the trustee under the trust deed. 4. Principal powers of the trustees. 5. Procedure for appointment, removal and replacement of trustees 6. Other material terms of the trust deed. 11.0 Disclosures about the Originator 1. Name, description, principal business activities and brief history of operation of the originator. 2. Principal business segments in which the originator operates. 3. Description of the originator s business, market presence, market share, if any, experience etc. in relation to the asset class proposed to be securitized. 4. Financial Information concerning the originator s assets and liabilities, financial position, and profits and losses, for the purpose of which the originator shall provide a complete audited financial statements for past 3 years and, if necessary, unaudited financial statements prepared within 120 days from the date of the application for registration of the asset backed securities is made effective. 5. Overview of the process of origination of the asset being securitised. 6. Major underwriting practices concerning the asset being securitised. 12.0 Disclosures about the Servicer 1. Name of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e of the sale, transfer or assignment of the assets or of any rights and/or obligations in the assets to the issuer or, where applicable, the manner and time period in which the proceeds from the issue will be fully invested by the issuer. 13. Material features of the asset pool such as default rate, loss rate, recovery rate, delinquency rate (by buckets such as 30 dpd; 60 dpd; 90 dpd, etc), prepayment rate, etc. 14. Sensitivity of the cash flows and yields on different classes to the changes in the above assumptions, including expected maturity. 15. Major representations and warranties contained in the document whereby the debt or receivables have been assigned. 16. Any other particulars as are necessary to understand the transaction structure. 14.0 The Underlying Assets In any such information as below, where an average information is being given, the minimum, maximum and the standard deviation must also be disclosed: (a) the legal jurisdiction(s) where the assets are located; (b) the nature of and title of the assets; (c) the expiry or maturity date(s) of the assets; (d) the rate of return from the assets; (e) the criteria for the selection of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ayment rates, the erosion of credit enhancements, any allocation of losses to any class of investors, etc. 16.0 Outstanding litigations and material developments. 17.0 Other regulatory and Statutory Disclosures. 18.0 Fees expenses Any fees paid to trustee, servicer etc. and the tax paid should be disclosed. 19.0 Declarations. (1) The offer document shall contain the following declaration by trustees of the special purpose distinct entity at the end:- We .. being the trustees of the issuer namely: . accept responsibility for the information contained in this offer document. To the best of our knowledge and belief and we have taken all reasonable care to ensure that the information contained in this document is in accordance with facts which are true , fair and adequate and does not omit anything likely to affect the import of such information. In our opinion, the issuer does not have any debts, liabilities or other claims which may increase the likelihood of the issuer being subjected to dissolution, voluntary or compulsory winding up or insolvency proceedings. In our opinion, the expected cash flow from the asset po ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... iod at the registered office of the issuer or at office of the merchant banker:- (a) the constitutional documents of the issuer; (b) copies of agreement between the issuer and the servicer, credit enhancer, and liquidity provider where relevant; (c) copies of agreement with credit enhancer; (d) documents of assignment of the assets under the securitisation transaction; (e) copies of agreements with underwriters, (f) the originator s board resolutions, shareholders resolution, if applicable, and approval by existing debt holders, where applicable; (g) all reports, letters and other documents, valuations and statements by any expert any part of which is included or referred to in the offer document; (h) the audited accounts of the originator or, where it has subsidiaries, the consolidated audited accounts of the originator and its subsidiaries for each of the five financial years preceding the publication of the offer document, including, all notes, reports or information required by the Companies Act, 1956 (1 of 1956) to be annexed or attached thereto. (2) Detailed disclosures shall be given as to the manner in which the above documents may be inspected. ..... X X X X Extracts X X X X X X X X Extracts X X X X
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