Entered into force on March 2, Decree-Law No. 26/2015, of 6 February, which carried out the review of the legal regime of debenture loans, introducing relevant amendments to the Código das Sociedades Comerciais.
The changes introduced aimed at loosening the bond issue, in order to popularize as alternate means to bank financing.
In this Newsletter we take note of the main changes introduced in the legal regime of debenture loans, proposing us address in autonomous Newsletter, the changes introduced in the specific legal regime of the convertible bonds.
1. Issuance of obligations whose contract is registered for less than a year. Has been extended the list of existing exceptions, passing this to cover cases in which is made available to investors financial information concerning the issuer, reported the date not exceeding three months regarding the issue.
2. limit the issuance of bonds. The quantitative limit for the issuance of obligations no longer calculate about the value of equity at the date of issue, to be calculated on the basis of a specific performance ratio, the ratio of financial autonomy. This should be equal to or greater than 35% calculated from the balance sheet of the company using the following equation: CP/ALx100, in which CP corresponds to equity and AL to net assets.Also on this particular point, expanded the exceptions enshrined, and now they are also exempt from the legal limits, (i) emissions whose denomination per unit is equal to or greater than € 100,000 .00 (or its equivalent in euros) or whose subscription is carried out exclusively in minimum lots of value equal to or greater than € 100,000 .00 (or its equivalent in euros) and (ii) emissions that are fully subscribed by qualified investors and since the bonds issuedare not subsequently placed, directly or indirectly, by investors who are not qualified investors.
3. Prohibition of reduction of capital.Was eliminated the prohibition of reduction of the share capital for lower value to the society’s debt to bondholders.
4. Deliberations of the Assembly of bondholders and common representative.
4.1. increasing the burden of the bondholders may be deliberate, since it unanimously.
4.2. financial intermediaries and the entities authorised to provide representation of investors in any of the Member States of the European Union will integrate the range of entities that can be named the bondholders ‘ joint representative.
4.3. dedicates the requirement of the common representative be independent and cannot be associated with any specific interest group of the society, or, find themselves in any circumstance likely to affect their impartiality.
4.4. the common representative shall be designated in accordance with the conditions of issuance.
4.5. Consigns the possibility of legal liability of the joint representative may be limited, however, the limitation is less than a value corresponding to 10 times your annual salary.
5. Modalities of obligations.
The new regime came to extend the terms of bonds that can be issued, passing to contemplate:
the) bonds convertible into preference shares with or without voting rights;
b) convertible bonds in securities other than shares;
c) Obligations which give the right to subscribe to one or more preferred shares, with a non-voting
d) Obligations they confer rights of claim against the issuer, with subordinate character;
e) Obligations resulting from the conversion of other credits from partners or third parties about the company;
f) Obligations which have special guarantees on assets or proceeds from the assets of the issuer or a third party.
On the other hand, provides for the possibility of creation of representative values of debt with the following specific characteristics:
a) conferring rights of claim against the issuer with maturity associated with the duration of the company;
(b)) to be converted into shares at the initiative of the issuer or mandatorily convertible into shares, in accordance with its issuance.
Finally, it provides for the possibility of being issued bonds participants from different modes of already contained in the CSC (with additional interest obligations or refund premium).
Contact:
Alexander Garden- [email protected]
Magdalene Afra Rosa- [email protected]