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
series of actions for seeking remedies from the defaulting party. • Early amortisation – certain events may prompt investors to claim a payout, regard - less of the bond’s maturity date. Examples of such events include a decline in the underly - ing assets, such as cash flows, or an increase in defaults by debtors when the underlying asset consists of loans. In the case of general defaults, the primary course of action would likely involve utilising the dispute resolution clause for enforcement. Regarding early amortisation, investors would have the right to make claims. However, due to the liquidity challenges this could present to the SPE and the potential for some investors to incur losses, SEC may need to be involved in the process. 3.7 Principal Indemnities The parties may include indemnity clauses to address defaults resulting from the actions or negligence of any party. In the absence of spe - cific laws and regulations, the parties have the flexibility to structure these clauses according to their preferences. 3.8 Bonds/Notes/Securities The primary transaction documents in a securiti -
• post-enforcement call option agreement; • swap contracts; • due diligence reports; • tax opinions; and • legal opinions. 3.9 Derivatives Ghana’s financial system has not yet developed to support the widespread use of derivatives. However, the SEC and the GSE are presently working on a comprehensive legal and regula - tory framework to facilitate the development of a derivatives market in the near future, in order to diversify the markets on the GSE. 3.10 Offering Memoranda An offering memorandum is primarily a legal and regulatory disclosure document. It is typi - cally required when an issuer, particularly a new issuer or one with weaker creditworthiness, seeks to raise capital through debt securities in the capital markets. It may also be referred to as a prospectus, offering circular, information memorandum, or listing particulars. In Ghana, it is most commonly known as the prospectus. Regarding specific regulations, there are no laws or regulations specifically tailored to securitisa - tion disclosures. However, the SEC Regulations 2003 (LI 1728) (see Sections 50–62) provide gen - eral disclosure requirements for issuers. These regulations are further incorporated into the GSE Listing Rules.
sation include the following. • securitisation agreement; • offering memorandum; • trust deed;
• paying agency agreement; • subscription agreement; • servicing agreement; • asset purchase agreement; • security agreement; • investment or collateral management agree - ment;
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