GHANA Law and Practice Contributed by: Adelaide Benneh Prempeh, Michelle Nana Yaa Essuman, David William Akuoko-Nyantakyi and Audrey Nana Oye Addy, B&P Associates
tion documents to the GSE, in accordance with GSE Listing Rules 20. 2.5 Servicers Servicers are typically appointed as the origina - tor’s representative to ensure that the Special Purpose Entity (SPE) remains in compliance. While this role has not been specifically defined within the structures explored in Ghana, it can be argued that aspects of the servicer’s respon - sibilities are shared among the following parties working collaboratively. • Lead managers/arrangers – these parties structure the transaction and ensure that all participants fulfil their respective roles. • Debt-service bank – this bank provides bank - ing services to the SPE and must adhere to the regulations set forth in the Banks and Specialised Deposit-Taking Institutions Act, 2016 (Act 930). In the securitisation transac - tions that have occurred in Ghana, the debt- service bank has also been responsible for collecting and distributing cash flows appro - priately, due to the nature of the underlying financial assets. • Manager of the SPE – typically, a corporate entity, the manager is responsible for over - seeing the day-to-day operations of the SPE. They ensure that all roles and obligations of the SPE in relation to both sides of the trans - Investors play a critical role in securitisation transactions. They purchase the securities issued, and when the security is a bond, they receive coupon payments as well as the bond’s face value upon maturity. An investor generally does not have obligations beyond the payment for the security. However, investors may possess certain rights or obligations under the trust deed action are met. 2.6 Investors
associated with the bonds being issued. Typical investors in securitisation transactions include financial institutions, insurance companies, pen - sion funds, hedge funds, corporations, and high- net-worth individuals. 2.7 Bond/Note Trustees The bond trustee serves as the representative of the investors in the transaction. The prima - ry responsibility of the trustee is to safeguard the interests of the bondholders/investors. The specific duties of the trustee may vary and are largely determined by the terms of a separate trust agreement. It is important to note that, with the exception of government debt securities, all other debt securities must be issued in accord - ance with a trust deed that has been approved by the SEC, as stipulated in the GSE Listing Rules (Rule 7). 2.8 Security Trustees/Agents A security trustee or agent is responsible for holding various security interests in trust on behalf of creditors, which may include banks or bondholders. This arrangement eliminates the need to provide individual security for each creditor, a process that would be both costly and unmanageable. Security interests held by a security trustee are enforceable in Ghana. A security trustee may be appointed to hold secu - rity in trust for, or on behalf of, multiple lenders or other secured parties, as long as any secu - rity interests granted to the trustee are properly perfected. 3. Documentation 3.1 Bankruptcy-Remote Transfer of Financial Assets The agreements relevant to a bankruptcy-remote transfer primarily depend on the type of underly -
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