Vernier Securities SCC
Vernier Securities SCC is a Securitization Cell Company (SCC), a company incorporated for the sole object of entering into securitization transactions. An SCC establishes within itself one or more cells for the purpose of entering into securitization transactions, a financing process by which an entity transfers illiquid assets or risks to a dedicated securitization vehicle in exchange for cash equivalent. While a securitization cell is not a legal person separate from the securitization cell company, it constitutes by law a separate and ring-fenced patrimony of the SCC. The SCC is regulated by the Securitisation Act and the Securitisation Cell Companies Regulations.
Vernier Securities SCC is a vehicle management platform registered under the Maltese Financial Services Authority (MFSA) for the issuance of European Securities, as permitted in terms of the Maltese Securitization Act.
Vernier as an expert in European Securitization provides the best solutions for Asset Managers, Hedge Fund Managers, Family Offices, Structured Issuers, UCITs Funds Managers, … with greater flexibility and a wider choice of asset classes and investment strategies to their investors.
Why Us
Any task requires comprehensive and careful management. Our management fulfils this challenging task according to our philosophy: stability, security and transparency.
The key question from our point of view is to carefully analyze the requirements and goals that need to be achieved. Furthermore, securitization is not a standard product. It is a very tailor-made setup that requires careful consideration and experience.
We are happy to cater to all your needs. Our team will support you individually and administer your needs and targets based on your requirements
What Assets can be Securitized?
The Issuer's core business is the issuance of a series of limited recourse securities, in the form of notes, certificates or bonds, the value or yield of which is linked to specific assets or risks.
Regarding, the Maltese law does not provide for asset restrictions. In principle, all tangible and intangible assets can be securitized.
Vernier Securities SCC's investment strategy includes listed and unlisted securities, with specific focuses on:
- Real Estate Assets
- Mortgages Credit Certificates
- Rental Rights, Other Receivables
- Commercial Mortgage Loans
- Corporate Debt, Asset Backed Securities - (ABS)
- Debt Collateral, Commercial Loans, Commodities,
- ...
Key Benefits
- Regulation ECB 24/2009 Securitization of the ECB.
- They are not FIA and are regulated by the Malta Securitization Act
- The share is 1 to 1 in the underlying
- All tangible and intangible assets can be securitized
- EU Promotion for Listed Products
- No Issuer Risk
- Product Flexibility
Vehicles
The Securitization Vehicle may be established as a corporate entity or in a purely contractual manner as a non-incorporation securitization fund, the latter being managed by a management company.
Securitization Vehicles can be divided into so-called "compartments", whereby each partial asset is isolated from the others and is independently managed. We work with our associated SCCs or we can arrange a business as securitization and manage it for you.
On November 28, 2014 the Regulation of Securitization Cell Companies was introduced in Malta. The new law allows the establishment of SCCs with the power to establish within themselves one or more cells in order to carry out individual securitization transactions.
The most outstanding features are:
- Each cell constitutes a separate heritage
- Assets and liabilities may belong to the SCC in general or to individual cells
- No cross-contamination (ie creditors of one cell can not encroach another)
Investor Protection
The Securitization Law safeguards a high level of investor protection by reducing issuer risk:
- Securities issues are subject to so-called "Issuer Risk". In the case of Securitization Cellular Companies (SCC), the Issuer is the cell and any insolvency in another cell does not affect the rest of the structure.
- The cell is a special type of asset that is economically and legally independent from the other compartments of the securitization vehicle, i.e. each securities issue is completely independent from the risks of the other securities issues.
To further protect the SCC, the Act introduces the following features:
- Once the assets are transferred from the Assignor Entity to the SCC, this transfer is final.
- Any prohibition on the Transferor of Assets at the time of the transfer will not affect the transfer itself; The Originator's creditors cannot attack the SCC or the assets and the transfer of assets from the Transferor to the SCC
- It can never be re-characterized as a secured loan.
Malta a Single Securitization Jurisdiction
The robust Securitization Act makes Malta a jurisdiction of excellence for securitization transactions combined with the Cell Securitization Regulation, Malta offers a unique legal framework that offers the highest level of protection for investors. Securitization through a special purpose vehicle (SPV), as defined in the Act, can not be considered a collective investment scheme or be regulated by any law other than the Malta Securitization Law. Under the Law of a Special Purpose Vehicle (SPV), securities may be issued under the laws of any other jurisdiction, which allow the issuance of Vernier ETS on global stock exchanges to adapt our clients' requirements.
Exclusive Securitization Cell Entity
For clients with multiple listed structured investment products. Vernier offers an exclusive Securitization Cell Company according to customer specifications