Unofficial
translation of Bondholders Act 4050/12.
This translation
is an improvement of the quick and dirty translation done by Andreas Koutras
and it was done by
Vassilis Sourlas
Please do not rely on this translation for any decision as it is not
official and may contain many errors, mistakes and misunderstandings. It is
done only for information purposes.
THE PRESIDENT OF THE HELLENIC REPUBLIC
We issue the following law that has been
approved by the Greek Parliament
Article
1
1. For the purposes (application) of this article the
concept of the following terms
is as follows:
a) As ‘title (instrument)’
is considered a bond, debenture or other title (instrument) of debt, in
physical or dematerialized form (registered or book entry form),
governed by Greek law and whose: aa) issuer or guarantor
is the Greek State, bb)
original duration (maturity) at the time of the first issuance
exceeds twelve months and cc) the issuing date precedes the 31st December 2011.
b) As ‘eligible title (security)’ is
considered any title (security) specified
by decision of the council of ministers (Cabinet) and by invitation of the Greek State, as defined in paragraph 2.
c) As ‘outstanding capital’
is considered the capital
(amount) of the eligible title (security) which has not been paid (redeemed) according to the
terms of the eligible title (security) on the date specified by
the invitation, and as ‘aggregate outstanding capital’ is considered the sum of all outstanding capitals
(amounts) of all eligible titles (securities) which are defined in
the relevant decision by the council of ministers
(Cabinet) and the corresponding invitation
of the Greek State, as provided in paragraph 2, with no
regard to the series, duration (maturity), interest rate
(coupon) or other individual characteristics of the eligible titles
(securities).
d) As ‘amendment’ of
titles (securities) is considered the change or addition of terms to
one or more of
the eligible titles (securities) or
the exchange of one or more
of the eligible titles (securities) with
one or more new titles
(securities).
e) As ‘new title (security)’ is
considered a bond, debenture, other title (security) of
lending (instrument of debt) or guarantee, or financial
instrument, in a physical or dematerialized form (registered or book entry form), or an equivalent of the above for the purpose of applying foreign provisions, that is exchanged for one or
more eligible titles(securities) that are amended. If the new title (security) is a financial instrument
it is accepted to have its performance
(return) linked to the GDP.
f) As ‘Bondholder’ is considered the participant who is registered under the System for
Monitoring Transactions in Book-entry Securities (the "System") of paragraph 1 of Article 6 of Law
2198/1994 (A 43),
to the accounts of which, in the system, the eligible
titles (securities) are registered, as it is specified in paragraph 2 of the invitation.
For the titles (securities)
that are not monitored by the system,
the ‘Bondholder’ is considered as: aa) for the debenture of bearer bonds according to paragraph
5 of Article 1 of Law 3156/2003, the bearer of
the title(security) on the
date specified in the invitation bb) for the debenture with nominal
(registered) bonds in paragraph 5
of Article 1 of Law 3156/2003, the beneficiary stated in the title (security) and cc) for a
debenture of intangible (book
entry form) bonds, the person
who he has been rated a (nominal) certificate
in accordance to paragraph 6 of
Article 1 of Law 3156/2003, on the date specified by the invitation.
g) As the ‘Process Manager’ is considered the Bank of Greece.
h) As ‘investor’ is
considered: aa) for titles
(securities) monitored by the
System, the investor who has a claim on or under
the title (security) according to the
provisions of paragraphs 2
and 4 of Article 6 and Articles 7 and 8
of Law 2198/1994 and
bb) for titles (securities) that are not
monitored from the System, the
bondholder.
i) As ‘participation’ in
the decision-making process of paragraph
4 shall be meant exclusively,
the positive or negative vote of the Bondholder in
this process, (participating) with a specific amount of outstanding
capital of the eligible titles (securities) he possesses. The invitation of
paragraph 2 determines the specific
conditions and means of the participation,
which may be done by representation as well (the participation).
2. The Council of Ministers (Cabinet), following the suggestion of the Minister of Finance, decides to
launch the procedure for amending the eligible titles (securities) held by the
Bondholders, determines the eligible titles (securities) and upon exchange defines the capital
(principal) or nominal amount, the interest rate (coupon) or the yield to maturity, the duration
(maturity), the English or other law which will govern the new titles
(securities) to be issued by the Greek State and authorizes the PDMA (Public Debt Management Agency) to issue
one or more invitations from the Greek State.
The invitation calls
the Bondholders of the eligible titles
(securities) specified in it to
decide, within a certain timeframe,
if they accept the amendment of the eligible titles (securities),
as proposed by the Greek State and in accordance to the (described) procedure of this article.
In the invitation are defined inter alia: a) the eligible titles (securities), b) the terms which are proposed to be amended, c)
the new content of the terms, d)
any new terms, e) upon exchange of the eligible titles (securities),
the terms of the new titles (securities),
as defined by decision of the Council of Ministers (Cabinet) and their additional
conditions, such as the subdivisions
of the title (security), the grace
period, the currency (denomination), the terms and means
of payment, repayment and repurchase (buyback), the reasons for termination (events of default), the negative obligations of the issuer (negative pledges), the appointment
rights and obligations of the Bondholders trustee, the
collective action clauses of the new titles, etc. f) the period within which the bondholders of the eligible titles (securities) are required to decide, g)
the particular terms and how to participate in the decision-making process.
3. The invitation shall be served to the Process Manager and published on
the Internet as specified herein. The deadline for a decision cannot be less
than ten (10) days from the date of the publication of the invitation.
4. The Bondholder’s participation in the process is conducted by all or
part of the outstanding capital (principal) of the eligible titles (securities)
he possesses, as is defined by the invitation. For the amendment of the
eligible titles (securities) is required the participation in the process
(quorum) of at least half of the total outstanding capital of all eligible
titles (securities) specified in the invitation ("participating
capital") and a qualified majority in favor of the amendment of at least
two thirds (2/3) of the participating capital.
5. The portion of the outstanding capital of the eligible titles (securities) of
whom the investor is the Greek State
or, for eligible titles (securities) that are guaranteed by the Greek State, the portion of the outstanding capital of the eligible
titles (securities) the
investor of which is the
issuer or the guarantor of the
title (security), is not considered when calculating the
total outstanding capital, neither for the
calculation of the quorum nor the qualified majority which are stated in paragraph 4.
6. Eligible titles (securities) that
are issued (denominated) in a currency
other than euro, are converted into
euros according to the exchange rate set by the European Central Bank on the date specified in the invitation.
7. The participation
of a Bondholder in the decision-making process of this Article is considered, with regard to the Process
Manager, the Greek State, the PDMA, their assignees, to be performed
under the instructions and with the
consent of the investor. The
above mentioned shall not be liable to the investor, the Bondholder and any third party if
a Bondholder participated in the process without the consent of the
investor or in violation of his instructions.
8. The decision of the
Bondholders is certified by an act of the Process Manager, which is
published in the same manner as the invitation and is approved by a
decision of the Council of Ministers (Cabinet), which is
published in the Government Gazette.
9. Since the approval decision of the Council of Ministers
(Cabinet) is published in the Government Gazette,
the decision of the Bondholders, as witnessed by the
Process Manager applies erga
omnes, binds the bondholders and
investors of the eligible titles (securities) as
a whole and prevails any potential contrary
legislation, of any kind, general or
specific provisions of law or regulation
issued by the administration or agreement. In the case of exchange of the eligible titles (securities), the
eligible titles (securities) that are exchanged, cancel automatically with the registration
in the System of the new titles
(securities) and any right or
obligation derived therefrom, including
all rights and obligations that at any time formed part
of them, extinguish.
10. The issuance of
the new titles (securities) is conducted
upon the decision of the Minister of Finance
which is published in the Official Gazette. Any specific technical issue necessary to
implement the provisions of this Article
may be adjusted by decision of the Minister of Finance
which is published in the Government Gazette.
11. The provisions of this Article aim to protect the supreme (overriding) public interest, are mandatory rules effective immediately, prevail any contrary legislation
of general or special provisions
or regulations issued by the administration or
agreements, including the provisions
of law 3156/2003 (A’ 157) and their application
neither does generate or activate any contractual
or statutory right in favor of the bondholders or the investors, nor does it activate any contractual or statutory obligation against the issuer or guarantor of the titles (securities),
except for those that are explicitly
referred to in the provisions of this
Article.
Article 2
1. In Article 2 of Law
3156/2003 (A 157) paragraph 4 is added
as follows:
“4.Terms of debentures,
falling within the scope of this law and
guaranteed by the Greek State, which prohibit or restrict the assignment or the transfer of the title
(security), should not apply to the
assignment or the transfer of a title (security) to the Greek State, according to the
application of the programme for the restructuring of the Greek debt.
2. In Article 12 of the Income Tax
Code ratified by Law 2238/1994 (A 151),
the new paragraph 15 is added which reads:
"15. When as part of the participation program in the redeployment of
Greek debt, holders of bonds issued by the Greek State or holders of corporate
bonds that are guaranteed by the Greek State acquire new bonds of the European
Financial Stability Fund, for the amount of accrued and unpaid interest
attributable to the time of the initial bond exchange, the withholding tax due
because of discounting the interest (coupon) on the new bonds is conducted at
the end time (maturity) of the new bonds by the intermediary bank. The tax is attributed within the first fifteen days (first half) of
the following month during which it was withheld with a
statement submitted to the competent tax office and in the case that the beneficiary of the interests (coupons) is the
bank itself, the bank is obliged to pay the tax due within
the same period.
The provisions of paragraph 6 of Article 3 of Law 4046/2012
(A 28) shall apply accordingly concerning the interest (coupon) of
this paragraph. "
Article
3
The validity of the present law commences from the publication in the Government Gazette, unless it is specified otherwise in the individual provisions.
