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Special Purpose Vehicle

 

SPECIAL PURPOSE VEHICLE

REQUIREMENTS for Registration
Under section 4 of the Securities and Exchange Ordinance, 1969, any Stock Exchange which fulfills such conditions or complies with such requirements as may be prescribed to ensure fair dealings, protection of investors and its sustainable economic viability shall be eligible for registration. These requirements, among other matters, may relate to:- 

A person may be registered as a Special Purpose Vehicle if it is (i) registered as a public limited company; or (ii) a trust duly formed under the Trust Act, 1882; or (iii) body corporate formed under any law for the time being in force and owned or controlled, whether directly or through a company or corporation, by the Federal Government or a Provincial Government;
no director, officer or employee of such person has been adjudged as insolvent or has suspended payment or has compounded with his creditors or has been convicted of fraud or breach of trust or of an offence involving moral turpitude; and
the promoters, directors and trustees of such person are, in the opinion of the SECP, persons of means and integrity and have special knowledge and experience of matters to be dealt with by a Special Purpose Vehicle.
At the time of registration, following information/data have to be submitted along with the Registration form:
 
  1. Details regarding the purpose of registering as an SPV, term of SPV, description of transaction (like name of originator, amount of capital to be offered for subscription, list of strategic investors, nature & amount of security, if any, rate of return/profit on instrument being issued, redemption schedule, monitoring mechanism etc;

  2. Constitutive document of the applicant (company/trust/body corporate)

  3. The undertakings by the directors of the company/body corporate or by trustees in order to comply with the requirement of rule 4 (b) of the Companies (Asset Backed Securitization) Rules, 1999 (ABS Rules) on non-judicial stamp papers attested by Oath Commissioner;

  4. Copies of the CIB reports from State Bank of Pakistan confirming that there are no overdue loans and/or defaults by the company/body corporate and its directors. In case of trusts, CIB of the trustee may be furnished;
  5.       The affidavits/undertaking from the promoters, directors of the company/body corporate or from the trustee that they have special knowledge and experience of matters to be dealt with by a SPV, as required under rule 5 (c ) the ABS Rules, duly attested by Oath Commissioner;
  6.        Forms 3, 27, 28 and 29 duly certified from the concerned Company Registration Office (CRO), in case of applicant being a company;

  7. Profiles of the directors and sponsors of the company containing the details regarding their professional experience;

  8. Paid Challan evidencing payment of Rs. 25,000/- as application filing fee;

  9. Undertaking, on Non-Judicial Stamp Paper, from the Chief Executive or any Director/Sponsor of the applicant authorized by the Board of Directors, to the effect that the applicant shall comply with all the conditions of rule 7 and 8 of the ABS Rules;

  10. Break up of the utilization of the proceeds of the issue by both the SPV and Originator;

  11. Power of attorney by the applicant in favor of consultants/advisors.

  12. Any other document required by the SECP at the time of registration of SPV.