CYPRUS Law and Practice Contributed by: Thanasis Korfiotis, Loizos Papacharalambous, Eleni Korfiotis and Georgia Charalambous, Koushos Korfiotis Papacharalambous LLC
assets described in 1.1 Common Finan- cial Assets in the Official Gazette of the Republic of Cyprus (the “ (a) Official Gazette ”) – and in three newspa - pers with daily circulation – and by post - ing an intention letter 45 days prior to the sale, with the borrower/guarantor/security provider having the right to purchase the credit facility themselves; and (b) post-sale – the original lender/seller and the SPV notify, in writing, (i) the Registrar of Companies, the Land Registry, the Cyprus Stock Exchange and any other competent authority of the Republic of Cyprus that maintains a registry where the securities are kept, on the day after the transfer the latest; (ii) the borrower and security providers of the transfer, within 15 days; and (iii) the Central Bank of Cyprus (CBC) within five business days after the transfer, by giving information and data regarding the sale agreement date, the book value of the loan portfolio (as defined in 1.2 Structures Relating to Financial Assets ) and the total number and value of the loans that are captured under the Arrears Management Directive (which captures loans with a balance up to EUR1 million), and – by the date after the transfer – giving details on the names and nationalities of the beneficial own - ers of the credit purchaser, provided they hold more than 10% in the latter. • Credit Servicers and Credit Purchasers Law (as defined in 1.3 Applicable Laws and Regulations ): (a) post-sale – (i) as soon as possible after the transfer date, the original lender/seller and the credit purchaser provide notice of the transfer date, and the date of their agreement, via publication in the Official Gazette and (ii) as soon as possible after
amounts thereunder and the perfection of the relevant collateral; and • the financial standing and limited activities of the SPV. The securitisation/financing documentation, on the other hand, grants investors rights of monitoring and imposes certain limitations on the ability of the SPV to dispose of its assets, in order to ensure the interests of the investors/ financiers, while also making sure that the busi - ness/operation of the SPV, which primarily and often exclusively relates to debt collection, is not impeded. Breach of the principal warranties triggers the dispute resolution mechanism set out in the documentation, which normally provides for amicable negotiations before the buyer has the right to bring a claim requesting damages for breach of contract. 3.3 Principal Perfection Provisions The perfection of the assignment over NPL port - folio receivables and the charges over the bank accounts of the SPV, described in 1.5 Material Forms of Credit Enhancement , is completed by filing a registration notice with the Registrar of Companies; these are granted by the SPV, which is normally a Cyprus-registered company, and enforced in the manner described in 3.2 Princi- pal Warranties . Transfers of the financial assets described in 1.1 Common Financial Assets carry the following formalities/perfection requirements, depending on the law pursuant to which the transfer occurs. • Sale of Loans Law (as defined in 1.3 Applica- ble Laws and Regulations ): (a) pre-sale – the original lender/seller publishes its intention to sell the financial
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