Section 72, The Banking Act, 2019

(1) An official administrator appointed under section 74may, in accordance with the inventory of the bank's assets and liabilities prepared and delivered to the Central Bank by the official administrator under subsection (2) of section 79 and with the approval 88 89 Restructuring, including merger, transfer and sale. Mandatory restructuring of liabilities and shares. of the Central Bank, restructure the liabilities and shares of a bank or financial holding company without the approval of creditors or shareholders. (2) The Central Bank may approve mandatory restructuring under subsection (1), including a bail-in resolution approach, if the Central Bank is satisfied that the restructuring, either alone or combined with recapitalisation, will restore the bank to viability. (3) In approving mandatory restructuring, the Central Bank shall also consider the extent to which the restructuring will maximise the value of a bank, minimize losses to creditors and other stakeholders, preserve its going-concern value for the benefit of creditors and other stakeholders and avoid or mitigate any severe disruption in the stability of the financial system. (4) The restructuring of liabilities shall follow the order of priorities that would be applicable in liquidation, except that the Central Bank may exempt classes of senior unsecured debt if it determines them to be systemic or of strategic importance that would justify differential treatment from other unsecured senior debt. (5) Mandatory restructuring shall not apply to secured debt. (6) As part of the restructuring of liabilities, debt may be restructured directly or converted to equity. (7) New shareholders by virtue of debt equity conversion shall be subject to fit and proper assessments as prescribed in this Act. (8) The securities and company law shall not apply in transactions relating to conversion of debt to equity. (9) Where the Central Bank is of the opinion that it is necessary to restructure a bank's or financial holding company's liabilities and shares for the orderly resolution of the bank or financial holding company under this Act, the Central Bank may by written order- (a) cancel some or all of the shares of the bank or financial holding company; (b) by notice to a party to an agreement under which an amount is or may become payable by a bank or financial holding company under an agreement, reduce, up to zero, the amount that is or may become payable to such party; or (c) convert any unsecured liabilities of a bank or financial holding company in a way that results in the liability being substituted with a shareholding in the bank or financial holding company or in a bridge institution.