Fakty Komentarze Analiza (Facts Comments Analysis) l New act on bonds – bill adopted by the government

LEGAL UPDATES

Facts

In mid-August the government adopted a bill on bonds. The new regulation took into consideration most of the suggestions made by the Chairman of the Polish Financial Supervision Authority and the Minister of Foreign Affairs. The bill will now be sent to the Sejm.     

The bill adopted by the Council of Ministers does not provide for any solutions which considerably depart from the previous versions of the draft resolution. It only clarifies a few matters which are vital from the point of view of the issuer as well as bondholders.   

Comments

The draft regulation does not dissipate all doubts which arise from the currently binding act on bonds of 1995. For example, there are no clear provisions whether de-materialised bonds may only be issued as bearer bonds or also as registered bonds.

The new act does not eliminate doubt whether dematerialised bonds may only be issued as bearer bonds or also as registered bonds. Unlike the suggestions made by the Polish Financial Supervision Authority, the draft does not include a clear regulation that dematerialised bonds may only be issued as bearer bonds 

On the other hand, the justification of Article 17 of the act states that the division into bearer bonds and registered bonds still remains, even in the case of dematerialised bonds. This could mean that lawmakers allow for issuing dematerialised bearer bonds.  

Analysis

As a reminder, the new act will implement a number of changes proposed by practitioners, including regulations on the meeting of bondholders (amending the terms of issue), and introduce new types of bonds. The changes to the draft regulation pertain to such matters as giving consent by the issuer to amending the terms of use.   

The bill mostly clarifies the issues regarding the mode for amending the terms of issue and the way of operation of the meeting of bondholders.

The full version of the bulletin can be found here.

Any questions may be addressed to:

Leszek Rydzewski, advocate, partner in the financial institutions and restructuring department
E: lrydzewski@fka.pl

Dr Aleksandra Pokropek, attorney-at-law, senior associate in the financial institutions and restructuring department
E: apokropek@fka.pl