GREECE Law and Practice Contributed by: Ioannis Charalampopoulos, Daphne Kasimati, Afroditi Kazani and Ioanna Exarchou, Machas & Partners
3.2 Restrictions on Foreign Lenders Receiving Security The receipt of security or guarantees by foreign lend- ers is not restricted or impeded in any way. 3.3 Restrictions and Controls on Foreign Currency Exchange There are no restrictions or controls regarding foreign currency exchange. 3.4 Restrictions on the Borrower’s Use of Proceeds In principle, there are no restrictions on the utilisa- tion purpose of loans or debt securities. However, credit institutions are bound by Law 4557/2018 on the prevention of the use of the financial system for money laundering or terrorist financing, implement- ing the Directive (EU) 2015/849 (the “4th Anti-money Laundering Directive”), Directive (EU) 2018/843 (the “5th Anti-money Laundering Directive”) and Direc- tive (EU) 2018/1673 on combatting money launder- ing by criminal law. Therefore, when credit institutions lend monies to borrowers, they routinely incorporate appropriate language in the debt agreements to eliminate or mitigate the risk of AML breaches. In the finance documentation, information undertakings and conditions precedent on the delivery of information by the borrower can be found, which can pertain to the nature and scope of the borrower’s anticipated use of the debt proceeds. The insertion of such language will align with the respective credit institution’s internal “know-your-customer” procedure (KYC), which has been developed and implemented to monitor suspi- cious operations. 3.5 Agent and Trust Concepts Greek law does not recognise the common law con- cept of agency and the split of ownership under trusts. However, a concept resembling that of a security agent and trustee, which can be found in bond loans governed by Greek law, is that of a bondholder agent. In bond loans governed by Greek law, a bondholder agent is appointed to act on behalf of all bondholders, holding and enforcing security interests in its name for the account and benefit of all bondholders. This role allows for centralised enforcement and registration of security rights, effectively replicating the function of a trustee in this context.
• a European Societe (SE); or • a European Co-operative Society (SCE), must meet specific requirements, which in brief are the following: • EUR18 million in fully paid-up initial capital (differ- ent thresholds apply to credit co-operatives and branches of non-EU credit institutions); • fit and proper assessment for shareholders, man- agement and the key function holders (eg, risk management, CFO, internal audit); • a comprehensive business plan covering the first three years; • implementation of the required policies and proce- dures (eg, internal control, AML, IT, risk manage- ment, outsourcing, consumer protection, conflict of interest, corporate governance, etc); and • participation in the Deposit Guarantee Scheme. Non-bank financial institutions – such as authorised servicers, microfinance providers and credit compa- nies – may also extend credit, subject to licensing by the Bank of Greece and compliance with AML and governance requirements. The licensing process broadly mirrors that of banks and requires, among other things, a detailed business plan, information on ownership and management (including “fit and proper” assessments), and evidence of sufficient ini- tial capital. EU/EEA licensed institutions can operate in Greece via EU passporting rules, while non-EU banks require a separate license from the BoG. 3. Structuring and Documentation 3.1 Restrictions on Foreign Lenders Providing Loans The Greek loan market operates within a regulated environment, where lending activities are primarily reserved for duly licensed credit institutions and other authorised financial institutions. For more, please refer to section 2.1 Providing Financing to a Company together with section 1.4 Alternative Credit Provid- ers .
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