What is Act No. 172 / 2012 Coll.?

Act No. 172 / 2012 Coll., amending Act No. 190 / 2004 Coll., on Bonds, as amended, Act No. 256 / 2004 Coll., on Capital Market Business, as amended, Act No. 634 / 2004 Coll., on Administrative Duties, as amended, and Act No. 97 / 1963 Coll., on Private International Law and Proceedings, as amended — Act amending Act No. 190 / 2004 Coll., on Bonds, as amended, Act No. 256 / 2004 Coll., on Capital Market Business, as amended, Act No. 634 / 2004 Coll., on Administrative Charges, as amended, and Act No. 97 / 1963 Coll., on Private and Procedural International Law, as amended.

When it became Act No. 172 / 2012 Coll. effectiveness?

Act No. 172 / 2012 Coll. became effective 01.08.2012.

Is Act No. 172 / 2012 Coll. still valid?

Yes, Act No. 172 / 2012 Coll. is still valid and effective.

Act No. 172 / 2012 Coll.

Act amending Act No. 190 / 2004 Coll., on Bonds, as amended, Act No. 256 / 2004 Coll., on Capital Market Business, as amended, Act No. 634 / 2004 Coll., on Administrative Charges, as amended, and Act No. 97 / 1963 Coll., on Private and Procedural International Law, as amended

Valid Effective from 01.08.2012

ČÁST PRVNÍ Čl. I „HLAVA I „§ 1 „§ 3 „§ 5 § 6 § 7 „HLAVA II „§ 8 § 9 § 10 § 11 „HLAVA III „§ 15a „HLAVA IV „§ 17 „HLAVA V „§ 21a „§ 24a „HLAVA I „HLAVA II „§ 27 „HLAVA III „HLAVA IV „HLAVA V „HLAVA VI „ČÁST TŘETÍ § 37 § 38 § 39 „§ 44 Čl. II ČÁST DRUHÁ Čl. III „§ 87a „§ 195a ČÁST TŘETÍ Čl. IV ČÁST ČTVRTÁ Čl. V ČÁST PÁTÁ Čl. VI

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172

THE LAW

of 26 April 2012

amending Act No. 190 / 2004 Coll., on bonds, as amended, Act No. 256 / 2004 Coll., on capital market business, as amended, Act No. 634 / 2004 Coll., on administrative charges, as amended, and Act No. 97 / 1963 Coll., on private and procedural international law, as amended

Parliament has decided on this law of the Czech Republic:

ČÁST PRVNÍ

Amendment of the bond law

Čl. I

Act No. 190 / 2004 Coll., on Bonds, as amended by Act No. 378 / 2005 Coll., Act No. 56 / 2006 Coll., Act No. 57 / 2006 Coll., Act No. 296 / 2007 Coll., Act No. 230 / 2008 Coll., Act No. 227 / 2009 Coll., Act No. 230 / 2009 Coll., Act No. 281 / 2009 Coll., Act No. 160 / 2010 Coll., Act No. 199 / 2010 Coll. and Act No. 355 / 2011 Coll., is amended as follows:

1. In Part One, the following title shall be inserted after the title of Part One:

„HLAVA I

INTRODUCTORY PROVISIONS '.

„§ 1

Subject matter

This law regulates the procedure for issuing bonds, regardless of who the person issuing the bonds (hereinafter referred to as the issuer) is and certain other issues related to the bonds. '

3. At the end of Section 2, the words "and bond issues' are added.

4. In Article 2 (1), the words "with which the right to repayment is linked and the obligation of the issuer to satisfy that right 'are replaced by the words" issued under Czech law, with which the right to repayment of a certain amount due by its issuer and, where applicable, other rights arising from the law or the emission conditions of the bond (hereinafter referred to as the "emission conditions') '.

5. Paragraph 2 (2) reads as follows:

"(2) A paper bond is a security per line. '

6. In Article 2, paragraphs 4 and 5 are deleted.

„§ 3

Specific requirement of the bond procedure

The issuer may issue bonds only if, by the date of their issue at the latest, the emission conditions on the medium of information have been made available to investors, allowing investors to reproduce the emission conditions in an unchanged form and to preserve the emission conditions so that they can be used at least until the maturity date of those bonds. ';

8. In the first and second sentences of Paragraph 4 (1), the words "in name 'are deleted.

9. In the second sentence of Article 4 (1), the words "the list is kept by a person 'shall be replaced by the words" the person leads' and the words "under the special legislation governing business on the capital market 'shall be deleted.

10. In the third sentence of Article 4 (1), the words "by name 'are deleted and the words" by virtue of a special law governing business on the capital market does not imply anything else' are replaced by the words "by a specific law '.

11. in the first and second sentences of Paragraph 4 (2), the words' in name 'shall be deleted.

12. in the first sentence of Article 4 (2), "without delay" shall be replaced by "without undue delay."

13. Article 5 to 7, including the headings, read:

„§ 5

A reverse paper bond

The reverse paper bond shall include the data necessary to identify the person to whom the bond is transferred unambiguously and the date of the transfer of the bond.

§ 6

Forms of the bond

(1) A paper bond shall contain at least:

(a) the data necessary to identify the issuer unambiguously;

(b) an indication that it is a bond or, where appropriate, a specific type of bond;

(c) the identification mark according to the international numbering system for the identification of securities, where assigned, or any other indication identifying the bond;

(d) the nominal value as the amount due; This does not apply in the case of a collection bond where the nominal value is derived from the entry in the relevant register,

(e) an indication of where the emission conditions can be met;

(f) the yield of the bond or the method of determining its amount;

(g) the date of issue;

(h) the method and place of repayment of the amount due (repayment of the bond) and payment of the yield of the bond;

(i) the maturity dates of the bond and the yield of the bond, unless the yield is determined solely by the difference between the nominal value of the bond and its lower issue rate;

(j) the code name of the bond;

(k) the data necessary to identify the first owner unambiguously; and

(l) the signature of the issuer.

(2) The signature of the issuer may be replaced by an imprint of the issuer, provided that the security features against counterfeiting and alteration are simultaneously used on the instrument.

(3) The underlying bond has at least the particulars of the paper bond referred to in points (a) to (i) of paragraph 1 and always contains an identification mark according to the international numbering system for the identification of securities.

§ 7

Issuing volume

(1) The issuer may issue bonds

(a) less than the estimated total nominal value of the issue of bonds if the estimated volume of issue has not been subscribed by the end of the subscription period;

(b) in a volume greater than the expected total nominal value of the issue of bonds, even after the expiry of the subscription period, where this option is indicated in the emission conditions; or

(c) up to the expected total nominal value of the issue of bonds, even after the expiry of the subscription period, where this option is indicated in the emission conditions.

(2) Where an issuer is referred to in paragraph 1 (b) or (c), it shall determine an additional subscription period ending no later than the date applicable for the repayment of the individual instalments of the nominal value of the bond or the repayment of the bond and make it available in the same way as the terms of issue.

(3) In the case of book-entry or collection bonds, the issuer shall, without undue delay after the expiry of the subscription period, notify the person authorised to keep records of the fact referred to in paragraph 1 and make it available in the same way as it made the emission conditions available. In the case of the issue of municipal bonds, the issuer shall also notify the Ministry of Finance ("the Ministry ') of the fact referred to in paragraph 1 (a).

(4) In the case of issuance of government bonds issued as covered bonds, the Ministry shall notify the entity referred to in paragraph 1 (b) and (c) without undue delay to the person authorised to keep their records and publish it or publish it in the same way as it has declared or published the emission conditions. ';

footnotes 1 and 1a are deleted, including the footnotes.

14. In Part One, the following title is inserted after Section 7:

„HLAVA II

EMISSIONS CONDITIONS '.

15. The title above the title of Section 8 is deleted.

16. Sections 8 to 11, including the headings, read:

„§ 8

Basic provisions

The terms and conditions of issue shall specify in more detail the rights and obligations of the issuer and the holders of bonds as well as the information on the issue of bonds, including by reference to the information contained in the prospectus of those bonds ("the prospectus').

§ 9

Requirements for emission conditions

(1) Emission conditions always include at least a reference to the information contained in the prospectus

(a) the facts referred to in Article 6 (1) (a) to (d) and (f) to (j);

(b) an indication of whether it is a paper or book-entry bond;

(d) the emission rate and, where appropriate, the method of determining it, and in case the emission rate is determined by the auction rate, the auction method;

(e) the estimated total nominal value of the issue of the bond;

(f) the method and place of subscription of the bond, the manner and time limit for the delivery of the bonds to each subscriber and the manner and place of payment of the subscription rate;

(g) the method of calculating the yield of the bond, if any;

(h) data on the taxation of the yield of the bond;

(i) the data necessary to identify unambiguously the persons involved in securing the issue of the bond, the repayment of the bond and the payment of the bond yield, indicating how they are involved in such activities;

(j) the way in which the meeting of the holders of the bonds and the holders of the shares in the collection bond (hereinafter referred to as the "meeting of the owners") is to be held and the manner in which further information on the bond is published and made available;

(k) information on who, when and with which the rating has been issued, if this information is known to the issuer; and

(l) determination of the date applicable to the participation in the owners' meeting.

(2) The terms of issue of the issuer's intentions also include at least a reference to the information contained in the prospectus

(a) the issuer's decision that bond issuance will be issued gradually within the subscription period (in tranches);

(b) the right of the issuer to comply with Article 7 (1) (b) and the potential extent of the increase in the volume of the issue or, where applicable, the right of the issuer to comply with Article 7 (1) (c);

(c) an indication that the repayment of the bond or the payment of its proceeds is secured by a third party and an indication where the contract of collateral is accessible to investors;

(d) details of the lien on the bond for which the repayment of the bond or the payment of its proceeds is secured by collateral and the manner in which the lien will be exercised;

(e) the drawing method for a bond the yield of which is linked to a bond that is drawn;

(f) an indication of other rights associated with the bond,

(g) an indication that the issuer has decided in accordance with Article 17,

(h) an indication that information under this Act will be published and made available in a language other than the Czech language;

(i) an indication of who will keep records of book-entry and collection bonds;

(j) an indication of the issuer's decision to exclude the possibility of separating the right to pay the bond yield from the bond;

(k) the authorisation of the issuer to repay the bond before the date of its maturity, including a proportional return, with a definition of the terms and manner of early repayment, as well as the method of calculating the value of outstanding outstanding coupons pursuant to Article 19 (4);

(l) the authorisation of the holder of the bond to request the repayment of the bond, including the proportional return, before the due date and the definition of the conditions under which it is entitled to do so;

(m) the text of the arbitration clause, if disputes concerning the rights and obligations attached to the bond are to be dealt with in the arbitration procedure;

(n) in the case of an exchangeable bond, the means of notification of the date from which the right to exchange for another bond or other bond or share or shares can be exercised and the place and time limit for the exercise of that right; where exchangeable bonds are issued as book-entry bonds, the date which is relevant for determining the person authorised to exercise rights from such bonds;

(o) for a priority bond, the method of notification of the date from which the right to a preference subscription of shares may be exercised and the place and time limit for the exercise of that right; where priority bonds are issued as book-entry bonds, the date which is relevant for determining the person authorised to exercise rights from those bonds;

(p) in the case of a subordinated bond, the arrangement that the claim corresponding to the rights attached to that bond will be satisfied only after all other claims have been satisfied, with the exception of claims which are subject to the same or comparable condition of subordination in the case of:

1. the issuer's entry into liquidation;

2. the issue of a decision on the insolvency of the issuer; or

3. if the issuer is a foreign person, another similar measure.

§ 10

Change in emission conditions

(1) Prior agreement of the owners' meeting is required to amend the emission conditions.

(2) Consent of the owners' meeting is not required

(a) the amendment directly resulting from the change in legislation;

(b) a change which does not concern the status or interests of the bondholders; or

(c) where none of the bonds issued to which the emission conditions apply is owned by a person different from the issuer.

(3) The issuer shall make this change of emission conditions available to investors without undue delay after the change in emission conditions, the change in emission conditions and the full text of the emission conditions after the change.

(4) An investor who has not yet acquired the right to purchase or subscribe to a bond before making available a change to the emission conditions for which prior approval of the owners' meeting is required is entitled to withdraw from the purchase or subscription within 5 working days after the change in the emission conditions is made available, unless the issuer determines a longer period in the emission conditions.

§ 11

Debt programme

(1) The common emission conditions for an unspecified number of bond issues are referred to as a bond programme.

(2) A bond programme and a supplement to the bond programme for a given issue shall be considered as the emission conditions of an individual issue under the bond programme.

(3) The supplement to the bond programme contains at least:

(a) supplementing the elements of the emission conditions referred to in Article 9 which are not included in the bond programme;

(b) a reference to the bond programme and to where it can be accessed; and

17. Sections 12 to 14 shall be deleted, including the headings.

18. In Part One, the following title of Title III is inserted above Section 15:

„HLAVA III

Issue of DETAILED AND OWN DETAILED EMITGENT '.

19. in Article 15 (1), the words "are entitled to this activity under a special law governing business on the capital market and which are" deleted.

20. In Paragraph 15 (2), the words "emission periods' are replaced by the words" subscription periods'.

21. in Article 15 (3), the words "emission periods" are replaced by the words "subscription periods" and the words "average discount rates" are replaced by the words "weighted average of the repo rates."

22. After Paragraph 15, the following Section 15a is inserted:

„§ 15a

Own bonds

(1) Own bonds acquired by the issuer before their due date shall not be extinguished unless the issuer decides otherwise.

(2) The issuer does not exercise an exchange or priority right (§ 33) associated with its own bonds.

(3) Own bonds acquired by the issuer shall cease to be due on the date of their maturity or on the date determined by the issuer, if it precedes the maturity date.

(4) For the purposes of the provisions of this Act governing the meeting of owners, own bonds held by the issuer shall not be taken into account. ';

23. In Part One, the following title shall be inserted after Section 15a:

„HLAVA IV

EXPORT OF DIFFERENCE, ADJUSTMENT OF DIFFERENCE EXPORT AND DIFFERENCE '.

24. The heading above the title of Section 16 is deleted.

25. Under Article 16, the heading "Income of the bond 'is inserted.

26. In Section 16 of the introductory part of the provision, the words "may be fixed 'are replaced by the words" shall be determined'.

27. in Article 16 (d), the word "interest rate" shall be inserted after the words "interest rate"; the word "foreign exchange" shall be replaced by the word "currency"; and the word "financial" shall be inserted after the word "exchange rate";

28.

„§ 17

Date relevant for repayment of the bond and payment of the bond yield

(1) Where the issuer has decided under emission conditions that the right to repayment of the bond is exercised by a person who is entitled to exercise the rights associated with the bond on a date other than the date of maturity of the bond, the date thus determined may not exceed 30 days or follow that date.

(2) Paragraph 1 shall apply mutatis mutandis to the right to payment of the bond yield and the right to repayment of the individual instalments of the bond. ';

29. in Paragraph 18 (1), the word "separate" shall be deleted;

30. in Paragraph 18 (2), the words "(Paragraph 2 (5))" shall be deleted; the words "or collective bond" shall be inserted after the words "book-entry bond" and the words "register according to a specific law governing business on the capital market" shall be replaced by the words "relevant register."

31. in Article 18 (3), the words "for a book-entry bond the operative date" shall be replaced by the words "the applicable date for the exercise of this right."

32. Paragraph 18 (5) is deleted.

Paragraph 6 shall become paragraph 5.

33. In Paragraph 18 (5) (b), the word "decisive" shall be deleted and, at the end of the text of point (b), the words "relevant for the exercise of the right associated with them" shall be added.

34. The heading of Section 19 reads: "Payment of the bond and payment of the bond yield."

35. in Article 19 (2), "before the date" is replaced by "before the date."

36. In Article 19 (3), the words "a fixed period 'are replaced by the words" a fixed date'.

37. in Articles 19 (5) and (6) and 33 (2), the word "z" shall be deleted;

38. In Article 19 (6), the words "financial institution, unless otherwise provided for in a specific law 'are replaced by the words" banks, savings and credit cooperatives, securities dealers, postal service operators or persons authorised under the law of a foreign State under which it is established to engage in activities similar to those of the Czech Republic'.

39. In Part One, the following title shall be inserted after Section 20:

„HLAVA V

Owners' MEETINGS '.

40. Paragraph 20 shall be deleted, including the title.

41. The heading above the title of Section 21 is deleted.

42. The heading "Basic provisions' is inserted under the heading" Paragraph 21 '.

43. In Paragraph 21 (1) of the Introductory Part of the provision, the words "be obliged to convene without delay 'are replaced by the words" convene without undue delay'.

44. in Article 21 (1) (a), the words "or amendments to the supplement to the bond programme, with the exception of changes in the data referred to in Article 12 (6)" shall be replaced by the words "if its consent to amend the emission conditions is required."

45. in Article 21 (1) (b) and (c), the references to footnotes 2 and 3 are deleted;

footnotes 2 and 3 are deleted.

46. in Article 21 (1) (d), the words "on the sale of an undertaking or part thereof, the lease contract of an undertaking or part thereof (4)" shall be replaced by the words "on the basis of which the undertaking or part thereof is available," and the words "debt claims" shall be replaced by "bond or bond yield payment."

(47) footnote 4 is deleted.

48. in Article 21 (1) (f):

"(f) a proposal to submit an application for the exclusion of bonds from trading on a European regulated market or a foreign market to a similar regulated market or an operator's multilateral trading system established in a Member State of the European Union or another State constituting the European Economic Area (hereinafter referred to as" the Member State "), or"

49. in Paragraph 21 (1) (g), the word "others" shall be deleted;

50. Paragraph 21 (4) reads as follows:

"(4) Where more than one bond issue has been issued by the issuer, it may, except in the case referred to in paragraph 1 (a), convene a meeting of owners as a joint meeting of owners of all bonds issued and outstanding (hereinafter referred to as" joint meeting of owners'). Paragraph 21 to 24a shall also apply to joint meetings of owners. '

51. Paragraph 21 (6) reads as follows:

"(6) Where, under the law of the Member State of reorganisation or other comparable resolution of the issuer's bankruptcy, the issuer may not convene a meeting of owners. ';

52. After Paragraph 21, the following Section 21a is inserted:

„§ 21a

Date relevant for participation in the owners' meeting

(1) The issuer shall determine for the holders of the bonds and for the holders of the shares in the collection bond the date relevant for their participation in the meeting of the owners. This day cannot be preceded by the day of its performance by more than 30 days.

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Regulation Information

Citation	Act No. 172 / 2012 Coll., amending Act No. 190 / 2004 Coll., on Bonds, as amended, Act No. 256 / 2004 Coll., on Capital Market Business, as amended, Act No. 634 / 2004 Coll., on Administrative Duties, as amended, and Act No. 97 / 1963 Coll., on Private International Law and Proceedings, as amended
Regulation Type	-
Author	-
Collection	Code of Laws

Date of Promulgation	30.05.2012
Effective from	01.08.2012
Effective until	-
Status	Valid

The regulation text is for informational purposes only.