Conversion of debt into equity
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1 Conversion of debt into equity ALGIERS BEIJING BRUSSELS BUCHAREST BUDAPEST CASABLANCA HANOI HO CHI MINH CITY HONG KONG ISTANBUL KIEV LONDON MOSCOW NEW YORK PARIS ST. PETERSBURG SHANGHAI TUNIS WARSAW Gide Loyrette Nouel 17 November 2011
2 Legal Background Civil Code of Ukraine; Commercial Code of Ukraine; Law on Joint Stock Companies; Regulations on Procedure for Issuance of Companies Bonds (No. 322, dated July 17, 2003); Regulations on the Procedure for Registration of Issue of Shares (No. 942, dated April 26, 2007); Draft Regulations on Amendments to Regulations No. 322 (September 30, 2011); Draft Regulations on Procedure for issuance of shares and bonds by joint stock companies for conversion of their obligations into securities (January 14, 2011); Draft Regulations on Procedure for conversion of obligations of joint stock companies into securities (July 27, 2009). SLIDE 2
3 Regulation for joint stock companies Section 2 of Article 156 of the Civil Code of Ukraine: The charter capital of a company may not be increased for the purposes of covering losses ; Section 3 of Article 164 of the Commercial Code of Ukraine: It is prohibited for companies to issue shares or bonds for covering losses related to their commercial activity ; Section 2 of Article 21 of the Law on Joint Stock Companies: Joint stock companies are allowed to issue shares and bonds to convert their obligations into securities pursuant to the procedure established by the National Commission for Securities and the Stock Market ; Regulations on the Procedure for Registration of Issue of Shares: A certificate certified by the signature of the director and the company's common seal with the list of all contributions made towards payment for shares, indicating the dates and reference details of the executed agreements, details of payment documents (in case of payment with cash) or transfer-acceptance statements (in case of payment by non-monetary means), accompanied by certified copies of documents confirming payment by initial owners of the full value of placed shares prior to the approval of the report on the results of placement of shares (payment instructions, agreements for exchange of securities etc.). SLIDE 3
4 Regulation for limited liability companies Section 3 of Article 164 of the Commercial Code of Ukraine: It is prohibited for companies to issue shares or bonds for covering losses related to their commercial activity Section 2 of Article 144 of the Civil Code of Ukraine: It shall not be allowed to released a participant of a limited liability company from the obligation to make a contribution into the company's charter capital, including by way of set-off of claims against the company Letter of State Committee of Ukraine on Regulatory Policy and Entrepreneurship No. 1768, dated March 18, 2005: Section 2 of Article 144 of the Civil Code of Ukraine relates only to initial contributions during creation of LLC ; set-off is possible under Article 601 of the Civil Code of Ukraine. SLIDE 4
5 Regulations of SSMNC Draft Regulations on Procedure for conversion of obligations of joint stock companies into securities (July 27, 2009): Issuance of bonds and converted bonds; Draft Regulations on Procedure for issuance of shares and bonds by joint stock companies for conversion of their obligations into securities (January 14, 2011): Issuance of converted bonds; Issuance of shares in a rehabilitation (sanation) procedure; Draft Regulations on Amendments to Regulations No. 322 (September 30, 2011): Issuance of bonds. SLIDE 5
6 Regulations of SSMNC Draft Regulations on Procedure for conversion of obligations of joint stock companies into securities (July 27, 2009): Issuance of bonds and converted bonds; Draft Regulations on Procedure for issuance of shares and bonds by joint stock companies for conversion of their obligations into securities (January 14, 2011): Issuance of converted bonds; Issuance of shares in a rehabilitation (sanation) procedure; Draft Regulations on Amendments to Regulations No. 322 (September 30, 2011): Issuance of bonds. SLIDE 6
7 How it works in France Article L of the Commercial Code of France: The new capital securities are issued either for their nominal value or for that value plus a share premium. They are paid by a cash contribution, including compensation against encashable and due receivables on the company, or by a contribution in kind, or by incorporation of reserves, profits or share premium, or as a result of a merger or demerger. Debt equity swaps SLIDE 7
8 How it works in Russia Article 34.2 of the Law on Joint Stock Companies Payment for shares placed among the company's founders at the time of its creation, for additional shares placed through subscription may be made by cash, securities, other things or property rights or other rights having monetary value. Payment for additionally issued shares through offsetting of monetary claims against the company is allowed in the event of private placement of shares. The form of payment for shares of a company at the time of its creation shall be determined by the company's founding agreement, for additionally issued shares - by the resolution on their placement. Payment for other securities shall be made solely by cash. Article 19.4 of the Law on Limited Liability Companies In accordance with a resolution of the general meeting of the company's participants, unanimously approved by all participants of the company, the company's participants shall be allowed to offset their monetary claims against the company against their new contributions and/or third persons shall be allowed to offset their monetary claims against the company against their contributions. SLIDE 8
9 Questions & Answers SLIDE 9
10 Presentation by: Illya Tkachuk Lawyer Advocate (Ukrainian Bar) Gide Loyrette Nouel 4, Volodymyrska Street, Kyiv, Ukraine Tel Fax SLIDE 10
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