GREECE Law and Practice Contributed by: Panagiotis (Notis) Sardelas, Matina Kagkelari and Anna Zlatoudi, Sardelas Petsa Law Firm
Indemnities are enforced in accordance with the law governing the relevant agreement. 3.8 Bonds/Notes/Securities According to the Securitisation Law, the board of directors of the Greek SPE is the competent body to resolve on the issuance of the notes and to define their characteristics. The board of directors may provide authorisations for the determination of additional issues, such as the number, the total nominal value, the offering details and the appointment of the servicer and the bondholder agent. The only restriction in the Securitisation Law is the minimum denomi - nation of each note, which must be at least EUR100,000. Typically, in Greek securitisations, the terms and conditions of the notes are included in a note trust deed governed by English law. The note trust deed provides for the number of notes to be issued by the SPE, their denomination and other basic terms, such as the covenant to pay, the pre-acceleration and post-acceleration application of monies received by the trustee, the interest rate and the interest payment dates, events of default and terms regarding the role of the trustee. 3.9 Derivatives The Securitisation Law explicitly allows SPEs to enter into financial derivatives transactions for hedging purposes or for purposes related to securitisation. Interest rate derivatives, such as interest rate swaps, are mainly used in Greek securitisation transactions, in order to mitigate the interest rate risk (eg, by exchanging fixed income from receivables against floating interest under the notes, or vice versa).
For more information regarding the laws and regulations that apply to the use of derivatives,
see 4.7 Use of Derivatives . 3.10 Offering Memoranda
The Securitisation Law allows only private secu - ritisations effected through the distribution of the notes to a limited number of persons not exceeding 150. Accordingly, no Offering Memo - randa are required in this case. Instead, and in order to meet the transparency requirements of the EU Securitisation Regulation, a “transaction summary” or overview of the main features of the securitisation has to be drafted. Even though notes issued under the Securiti - sation Law may only be distributed via private placement, their listing is not prohibited. If the notes were listed on an EU regulated market or Multilateral Trading Facility (MTF), a Prospec - tus (within the meaning of the Regulation (EU) 2017/1129 – the “Prospectus Regulation”) or an Offering Circular, respectively, would be issued.
4. Laws and Regulations Specifically Relating to Securitisation 4.1 Specific Disclosure Laws or Regulations
According to paragraph 8 of Article 10 of the Securitisation Law, a summary of the receiva - bles transfer (assignment) agreement (and of any repurchase of receivables) has to be registered in the public books of the competent pledge reg - istry (ie, the pledge registry of the registered seat of the originator), set up under Article 3 of Law 2844/2000. Pursuant to paragraph 16 of Article 10 of the Securitisation Law, the servicing agree - ment should also be registered with the pledge registry (see 2.5 Servicers ). The Greek Ministry
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