Unofficial translation of law 4050 that introduced CAC

Unofficial translation of law 4050 that introduced CAC

This is a rough translation of Law 4050/2012 that introduced the CAC in the Greek Bonds. The law was passed on the 23 Feb 2012.  Please do not rely on this translation for any decision as it is not official and may contain many errors, mistakes and misunderstandings. Only article 1 and 3 is translated.

The President of the Hellenic Republic

We publish the following law which the Greek parliament approved.

Article 1.

1.      For the implementation of the provisions of the present article we define the meaning of the following terms:

a)      “title” means a bond, a bond loan or any other loan title, in registered or book entry form which is under Greek law and

1.Issuer or guarantor is the Greek state

2.The original duration at the time of issuance was more than12 months

3.The issuing date preceded the 31^st December 2011

b)       “eligible title” means any title that is defined by a decision of the council of ministers and in the invitation of the Greek state as defined in paragraph (2).

c)      “outstanding principal” means the amount of the eligible titles which has not redeemed according to the terms of the eligible title on the day which is defined by the invitation and  “aggregate outstanding principal” means the sum of the outstanding principals of all the eligible titles which are defined in the relevant decision of the council of ministers and in the corresponding invitation of the Greek state, as provided in paragraph (2) with no regard to the series, maturity, coupon or any other characteristics of the eligible titles.

d)      “amendment” means the change or the addition of terms in one or more of the eligible titles or the exchange of one or more of the eligible titles with one or more new titles.

e)      “new title” means a bond or bond loan, or any other loan title or guarantee or financial instrument in registered or book entry form or other equivalent of the above which is exchanged with one or more eligible titles that are amended. If the new title is a financial instrument, it is allowed to have its return linked to the GDP.

f)       “bondholder” means anyone registered in the System for Monitoring transactions in Book-entry securities (the “System” or BOGS) of paragraph 1 of article 6 pursuant to Law 2198/1994 (A 43), where the eligible titles are registered as defined in the paragraph 2 of the invitation.

For the titles which are not in the System, “bondholder” means (aa) for a bond loan in bearer form and in accordance with paragraph 5 of article 1 of Law 3156/2003 the holder of the titles at the date as defined in the invitation, (bb) for the bond loan with registered bonds as defined in paragraph 5 of article 1 of Law 3156/2003 the owner who is written in the title and (cc) for the bond loan in book entry form those on which in his behalf there exists proof in accordance to paragraph 6 of article 1 of Law 3156/2003 on the date of the invitation.

g)      “Process Manager” means the Bank of Greece.

h)      “investor” means (aa) for titles registered in the System, the investor who is the beneficial owner of the title according to paragraph (2) and (4) of article 7 and 8 of pursuant to Law 2198/1994 and (bb) for title not registered in the system the bondholder.

i)        “Participation” in the decision process as in paragraph (4) means exclusively the positive or negative vote of the bondholder who owns outstanding principal of a eligible titles. Paragraph (2) of the invitation determines the conditions ofand the ways one can participate, which can also be done by proxy.

j)        The ministerial council, following the proposal of the Minister of Finance, decides the commencement of the process of amendment of the eligible titles by the bondholders, determines the eligible titles and on the exchange it defines the capital or nominal amount, the coupon or yield, the maturity, the English or other law that will cover the new titles who are going to be issued by the Greek state and appoint PDMA (Public Debt Management Agent ΟΔΔΗΧ) to issue one or more invitation on behalf of the Greek state.

The invitation calls the bondholders of the eligible titles that are defined in the invitation to decide within a certain timeframe to decide if they accept the amendment of the eligible titles as it is proposed by the Greek state and in accordance with the present article.

The invitation defines among others: a) the eligible titles, b)the terms which are to be amended c) the content of the new terms, d) new terms added, e) on the exchange of the eligible titles, the terms of the new titles, as determined by a decision of the council of ministers and in addition terms like minimum denomination, the grace period, the currency, the means of payment, buyback, events of default, negative pledges, the rights and obligation of the trustees, the collective action clauses of the new titles etc., f) the timeframe in which the bondholders of the eligible titles need to decide, g)special terms and the process of participation and decision making process.

2.      The invitation is published on the internet as determined therein. The time frame which is determined for the decision making process cannot be less than 10 day from the date of publication of the invitation.

3.      Bondholder can participate in the process with some or all of the eligible titles that they own. For the amendment of the eligible titles a quorum of 50% of the aggregate outstanding capital of all the eligible titles that are defined in the invitation (“participating Notional”) is demanded and a supermajority of 2/3 of the participating notional.

4.      The part of the outstanding notional of the eligible titles in which investor is the Greek state or in the case of eligible titles that are guaranteed by the Greek State and the part of the outstanding notional of eligible titles to which investor is the issuer or guarantor, is not taking into account in the calculation of the quorum or in the calculation of the supermajority that is defined in paragraph ()

5.      Eligible titles that have been issued in a currency other than the Euro are transformed in Euro using the exchange rate that the ECB has published on the date of the invitation.

6.      The participation of a bondholder in the decision making process as regards the present article is considered by the process manager, the Greek state, PDMA and its appointees to be in accordance with the direction and the consent of the investor. The above mentioned are not responsible towards the bondholder or any third party if the bondholder participated in the process without the consent of the investor or in defiance of his orders.

7.      The decision of the bondholder is approved by the process manager and is published in the same way as the invitation and is approved by the council of ministers and published in the official government gazette.

8.      From the publication of the approval of the decision by the council of ministers in the official government gazette the decision of the bondholders as verified by the process manager is valid against anyone and bounds the whole of the bondholders and investors in the eligible titles and supersedes any law general or special or executive decision or agreement that goes against it. In the case of exchange of the eligible titles and the registration in book entry form of the new titles in the system, the eligible titles are automatically cancelled and any right or liability that emanated including all rights and liabilities that were part of them is cancelled.

9.      The issuance of the new titles is done with a decision of the minister of finance that is published in the official government gazette. A decision of the minister of Finance that is published in the official government gazette may further regulate any technicality that is necessary in the implementation of the present article.

10.  The contents of the present article are of the highest public interest and belong to the class of overriding mandatory provisions and are of immediate implementation and supersede any law, general or special, executive decision or agreement including Law 3156/2003 (A 157) that opposes it and the implementation does not generate or activate any conventional from the law liability against the issuer or the guarantor of the titles, apart from those that are explicitly referred in the present article.

Article 3

The validity of the present law commences from the publication in the official government gazette unless it is determined otherwise in parts of their clauses.