In these Regulations, unless the context otherwise requires-
"adviser"
means a person appointed to arrange, package, place or market the application for issue, offer and listing of the asset backed securities;
"affiliate"
or "affiliated entity" means any entity that controls, is controlled by or under common control with another entity, and for purposes of this definition, "control" means actual control regardless of proportion of share ownership or the means by which the control is exercised;
"allowable expenses"
includes trust fees, ongoing fees paid to rating agencies, servicing fees, origination fees, acquisition expenses, liquidation expenses, bank service charges, legal fees, audit fees and other direct charges incurred in the ordinary course of business, exclusive of organisational and offering expenses, conversion expenses and extraordinary expenses, all being deemed incidental expenses relating to the authorisation and issue of asset backed securities offered for the purchase by the general public for the purposes of the Income Tax Act Cap. 340;
"asset"
includes credit, loan, receivables and similar financial asset, for the time being or to be created in the future, with an expected cash payment stream, whether or not the cash payments are certain, for example, mortgage loans for real property, receivables of credit card issue, bonds, equipment leases and concession contracts for operation of revenue producing properties, including toll roads and seaports, and other asset backed securities.
"asset backed securities"
means securities-
(a)
that are issued as part of a securitisation transaction in which assets are transferred to a third party that issues the securities; and
(b)
that are primarily serviced, with respect to both return of investment and return on investment, by cash flow from assets described in paragraph (a) and for the purposes of this definition, cash flow may include revenues derived from the sale or liquidation of property which secures the assets where the sale of that property is incidental to the credit transaction by which the asset was created. "asset backed securities holder" means a person whose name appears in the register of asset-backed securities holders. "asset pool" means the unique collection of assets which secure an issue of asset backed securities. "Authority" means the Capital Markets Authority established under section 5 of the Capital Markets Authority Act; "day" means any calendar day excluding Saturdays, Sundays and public holidays; "Bank of Uganda" means the Central Bank of Uganda established by the Bank of Uganda Act Cap. 51; "close relation" means a relationship supported by documentary evidence of a spouse, parent, sibling, child, father-in-law, son- in-law, daughter-in-law, mother-in-law, brother-in-law, sister- in-law, son-in-law, grand child or spouse of a grandchild, and any blood relative within three degrees of consanguinity; "credit enhancement" means any arrangement, including but not limited to insurance, letters of credit, lines of credit, collateralization, and guarantees, intended to decrease the credit risk on the asset backed securities; "credit enhancer" means a person or entity that provides credit enhancement; "credit rating" means an objective and independent opinion on the creditworthiness, safety and security of the asset backed security to be issued by a credit rating agency based on relevant risk factors;
"credit rating agency"
means an agency engaged regularly in the business of providing credit ratings to businesses and securities and which is approved by the Authority in accordance with its regulations and or guidelines; "Commissioner" means a Commissioner of Insurance appointed under the Insurance Act; "depositor" means a person that acquires and directly transfers assets to an issuer; "eligible assets" means assets which are the subject matter of the securitisation transaction; "generally accepted accounting principles" means the accounting rules, principles and guidelines required to be applied by licensed accountants in Uganda; "independent director" means a director who- (a) is not and has not been employed by the sponsor, originator, depositor or servicing agent in an executive capacity within the five year period preceding the date of application; (b) is not a member of the sponsor's, originator's, depositor's or servicing agent's senior management or a significant customer or supplier to the sponsor, originator, depositor or servicing agent or is an entity that receives significant contributions from the sponsor, originator, depositor or servicing agent; or within a period of five years immediately preceding the date of application has not had any business relationship with the sponsor or originator, other than service as a director, for which the sponsor or originator has been required to make disclosure;
(c)
has no personal service contract with any of the shareholders, directors or members of the senior management of the sponsor, originator, depositor or servicing agent;
(d)
is not employed by a company at which a director of the sponsor, originator, depositor or servicing agent serves as a director as defined in this regulation; (e) is not a close relation of any person as defined in this regulation; or (f) has not had any of the relationships as defined in this regulation with any affiliate of the sponsor, originator, depositor or servicing agent;
"information memorandum"
means any information memorandum, document, notice, circular, advertisement, or other invitation in print or electronic form containing information in relation to an issue of asset backed securities and inviting offers from the public or a section of the public to subscribe for the purchase of asset-backed securities;
"issuer"
means a person created by a sponsor as a single-purpose entity to acquire assets and issue asset backed securities to the public or a section of the public;
"liquidation expenses"
means the expenditures necessary to convert residual or non-performing eligible assets or any underlying collateral, into cash, including expenditures necessary to collect on credit enhancement;
"liquidity provider"
means a person who provides funds to an issuer for the settlement of payments due to asset backed securities holders in accordance with the schedule of payments stipulated for the terms and conditions of asset backed securities to cover any short-term cash flow shortfalls;
"managing agent"
means a person or an entity that provides management services to an issuer on a contractual basis, including by way of illustration and not limitation accounting, record keeping and management of the asset backed securities;
"Minister"
means the Minister responsible for Finance; "originator" means a person that advances the funds, goods or services underlying creation of an asset transferred to an issuer in a securitisation transaction, including by way of illustration and not limitation, a financial institution that advances a loan; "obligor" means a person who is directly or indirectly obligated by contract to make payments on an asset. "open issue" is an issue of asset backed securities described in regulation 70 approved by the Authority; "origination fees" means all fees, commissions or other consideration, paid by any party to another party in connection with the origination and sale of eligible assets to the issuer, but not including the purchase price of the eligible assets, initial fees paid to rating agencies and professional fees paid to advocates, valuers and similar professionals for providing routine professional services; "participant in the securitisation transaction" includes a sponsor, originator, depositor, servicing agent, managing agent, or trustee, but does not include investors in the asset backed securities; "securitisation transaction" means an arrangement which involves the transfer of assets or risk to a special purpose vehicle where the transfer is funded by the issue of securities to investors and payments to investors in respect of those securities, are principally derived, directly or indirectly, from the cash flows of the transferred assets;
"selling agent,"
means a person or an entity appointed to distribute or offer the asset backed securities to the public or a section thereof;
"servicing agent"
means an entity appointed to manage collections on the assets underlying the asset backed securities and administering the cash flows of the asset pool;
"significant obligor"
means an obligor who is obligated on twenty five percent more of the assets in an asset pool;
"significant originator"
means an originator who is responsible for originating twenty percent or more of the asset pool;
"sponsor"
means a person that organises or initiates an asset backed securities transaction by selling or arranging for the sale of assets to an issuer, either directly or indirectly, including through an affiliated person, for the purposes of their duty a, sponsor may be an originator, depositor or servicing agent.
"transaction documents"
means an agreement, contract, deed, indentures schedule, or filing executed by and among the participants in the securitisation transaction and required to be provided to the Authority and the investors in the asset backed securities under this regulation;
"transfer"
means the transfer of title to the assets that are the subject matter of a securitisation transaction;
"trust"
means a legal arrangement entered into in connection with an asset backed securities transaction by which a trustee is appointed under these Regulations in a fiduciary capacity to acquire, hold, transfer, supervise, or exercise any property or right on behalf of the holders of the asset backed securities;
"trust agreement"
means an agreement, contract, deed, indenture or other legal agreement or device establishing a trust in connection with an asset backed securities transaction;
"trustee"
means a person or institution appointed to serve as the trustee under any trust agreement;
"working hours"
means between 8.00 a.m. and 5.00 p.m. on any working day;
