INSTRUCTION OF CENTRAL BANK OF THE RUSSIAN FEDERATION

of August 3, 2017 No. 4477-U

About modification of the Provision of the Bank of Russia of August 11, 2014 No. 428-P "About standards of issue of securities, procedure for state registration of release (additional release) of issued securities, state registration of reports on release results (additional release) of issued securities and registration of prospectuses of securities"

1. According to Item 2 of article 42 of the Federal Law of April 22, 1996 No. 39-FZ "About the security market" (The Russian Federation Code, 1996, No. 17, Art. 1918; 2001, No. 33, Art. 3424; 2002, No. 52, Art. 5141; 2004, No. 27, Art. 2711; No. 31, Art. 3225; 2005, No. 11, Art. 900; No. 25, Art. 2426; 2006, No. 1, Art. 5; No. 2, Art. 172; No. 17, Art. 1780; No. 31, Art. 3437; No. 43, Art. 4412; 2007, No. 1, Art. 45; No. 18, Art. 2117; No. 22, Art. 2563; No. 41, Art. 4845; No. 50, Art. 6247; 2008, No. 52, Art. 6221; 2009, No. 1, Art. 28; No. 18, Art. 2154; No. 23, Art. 2770; No. 29, Art. 3642; No. 48, Art. 5731; No. 52, Art. 6428; 2010, No. 17, Art. 1988; No. 31, Art. 4193; No. 41, Art. 5193; 2011, No. 7, Art. 905; No. 23, Art. 3262; No. 29, Art. 4291; No. 48, Art. 6728; No. 49, Art. 7040; No. 50, Art. 7357; 2012, No. 25, Art. 3269; No. 31, Art. 4334; No. 53, Art. 7607; 2013, No. 26, Art. 3207; No. 30, Art. 4043, Art. 4082, Art. 4084; No. 51, Art. 6699; No. 52, Art. 6985; 2014, No. 30, Art. 4219; 2015, No. 1, Art. 13; No. 14, Art. 2022; No. 27, Art. 4001; No. 29, Art. 4348, Art. 4357; 2016, No. 1, Art. 50, Art. 81; No. 27, Art. 4225; 2017, No. 25, Art. 3592; No. 27, Art. 3925; "The official Internet portal of legal information" (www.pravo.gov.ru), on July 19, 2017) to bring in the Provision of the Bank of Russia of August 11, 2014 No. 428-P "About standards of issue of securities, procedure for state registration of release (additional release) of issued securities, state registration of reports on release results (additional release) of issued securities and registration of prospectuses of securities", registered by the Ministry of Justice of the Russian Federation on September 9, 2014 No. 34005, on November 12, 2015 No. 39691, on May 20, 2016 No. 42184, on November 22, 2016 No. 44386 (further - the Provision of the Bank of Russia No. 428-P), the following changes.

1.1. In paragraph one of Item 1.6 of the word "the body determined according to Item 1 of article 20 of the Federal law "About the Security Market" shall be replaced with words Bank of Russia.

1.2. Add with the Section II.1 of the following content.

"Section II.1. Implementation of state registration of releases by the Bank of Russia (additional releases) of securities, assignments to issues of securities of identification numbers, consideration (preliminary consideration) and state registration (registration) of the documents provided by this Provision

Chapter 11.1. General provisions about implementation of state registration of releases by the Bank of Russia (additional releases) of securities, assignments to issues of securities of identification numbers, consideration (preliminary consideration) and state registration (registration) of the documents provided by this Provision

11.1.1. State registration of releases (additional releases) of securities, assignment to issues of securities of identification numbers, consideration (preliminary consideration) and state registration (registration) of the documents provided by this Provision, issuers not being credit institutions, are performed in the Bank of Russia by Department of the corporate relations (further - authorized department) or territorial office of the Bank of Russia according to this Section.

11.1.2. According to the decision of the Chairman of the Bank of Russia or the vice-chairman of the Bank of Russia supervising authorized department, the powers of authorized department provided by this Section are transferred to territorial offices of the Bank of Russia, and the powers of territorial offices of the Bank of Russia provided by this Section are transferred to authorized department or other territorial offices with the subsequent notification of the relevant territorial offices of the Bank of Russia and the issuer on the made decision.

Chapter 11.2. Implementation of state registration of releases by the Bank of Russia (additional releases) of securities and assignment to issues of securities of identification numbers

11.2.1. The authorized department performs state registration of the following releases (additional releases) taking into account provisions of Item 11.2.3 of this provision.

11.2.1.1. Securities of the issuers included in the list of issuers approved by the administrative act of the Bank of Russia (further - the list of issuers).

11.2.1.2. Securities of issuers whose size of the authorized capital at the time of approval of the decision on release (additional release) of securities constitutes or exceeds ten billion rubles.

11.2.1.3. Securities of issuers if such securities are:

the shares or securities converted into shares, placed by means of open subscription;

the shares or securities converted into shares, placed by means of the closed subscription, the total amount of release (additional release) of which at par value constitutes or exceeds one billion rubles;

bonds, the total amount of release (additional release) of which at par value constitutes or exceeds three billion rubles;

bonds, the decision on which placement contains procedure for indexation of their nominal value, stipulated in Item 20.21 this provision;

options of the issuer;

Russian depositary receipts;

bonds with mortgage providing;

housing certificates.

11.2.1.4. Securities of not credit financial credit institutions.

11.2.1.5. Securities of the issuers who are subject to placement by reorganization if:

the size of the authorized capital specified in the charter of the issuer created as a result of reorganization in form of business of joint-stock company constitutes or exceeds ten billion rubles;

at least one of the organizations participating in reorganization is the issuer included in the list of issuers;

at least one of the organizations participating in reorganization is not credit financial credit institution.

11.2.1.6. Securities of issuers, documents for state registration of releases (additional releases) of which are submitted along with representation applications on receipt of permission to placement and (or) the organization of security circulation of the Russian issuers outside the Russian Federation.

11.2.1.7. Shares of joint-stock companies, documents for state registration of releases (additional releases) of which are represented along with documents for registration of prospectuses of shares in case of acquisition of the public status by joint-stock companies.

11.2.1.8. Securities of issuers, documents for state registration of releases (additional releases) of which are represented along with documents for registration of additional part of avenues of securities.

11.2.1.9. The bonds placed within the program of bonds.

11.2.2. State registration of releases (additional releases) of securities of the issuers who are not provided in Item 11.2.1 of this provision is performed by the following territorial offices of the Bank of Russia:

Head department of the Central bank of the Russian Federation across Central Federal District Moscow - for issuers whose location is the city of Moscow or the Moscow region;

Department across the Oryol region of Head department of the Central bank of the Russian Federation across Central Federal District - for issuers whose location is Central Federal District, except the city of Moscow and the Moscow region;

Northwest head department of the Central bank of the Russian Federation - for issuers whose location is the Northwestern Federal District;

The Ural head department of the Central bank of the Russian Federation - for issuers whose location are the Ural Federal District, the Republic of Bashkortostan, the Orenburg region, Perm Krai;

The Far East head department of the Central bank of the Russian Federation - for issuers whose location is the Far Eastern Federal District;

The Siberian head department of the Central bank of the Russian Federation - for issuers whose location is Siberian Federal District;

Department across the Rostov region of the Southern head department of the Central bank of the Russian Federation - for issuers whose location are the Southern Federal District (except the Republic of Crimea and the city of Sevastopol) and the North Caucasian Federal District;

The southern head department of the Central bank of the Russian Federation - for issuers whose location are the Southern Federal District (except the Republic of Crimea and the city of Sevastopol) and the North Caucasian Federal District;

Department across the Samara region of the Volga-Vyatka head department of the Central bank of the Russian Federation - for issuers whose location are the Penza region, the Samara region, the Saratov region, the Ulyanovsk region;

Department - National Bank across the Republic of Tatarstan of the Volga-Vyatka head department of the Central bank of the Russian Federation - for issuers whose location are the Republic of Tatarstan, the Udmurt Republic;

The Volga-Vyatka head department of the Central bank of the Russian Federation - for issuers whose location are the Republic of Mari El, the Republic of Mordovia, the Chuvash Republic, the Kirov region, the Nizhny Novgorod Region;

The Volga-Vyatka head department of the Central bank of the Russian Federation - for issuers whose location are the Penza region, the Samara region, the Saratov region, the Ulyanovsk region, the Republic of Tatarstan, the Udmurt Republic, the Republic of Mari El, the Republic of Mordovia, the Chuvash Republic, the Kirov region, the Nizhny Novgorod Region.

11.2.3. State registration of releases (additional releases) of securities of issuers which location are the Republic of Crimea and the city of Sevastopol is performed by Department across the Republic of Crimea of the Southern head department of the Central bank of the Russian Federation, except for releases (additional releases) of securities of the specified issuers provided by subitem 11.2.1. 1, paragraphs the fourth, fifth, seventh - the ninth subitem 11.2.1. 3, subitems 11.2.1. 4, 11.2.1.6, 11.2.1.9 of Item 11.2.1 of this provision which state registration is performed by authorized department.

11.2.4. State registration of release (additional release) of the securities placed by converting in them of convertible securities is performed by the authorized department or territorial office of the Bank of Russia which performed (performing) state registration of release (additional release) of the securities converted into the placed securities.

11.2.5 Assignment of identification number to issue of securities of the joint-stock company created as a result of separation or allocation at the same time with merge or to accession is performed by the authorized department or territorial office of the Bank of Russia performing state registration of release (additional release) of the securities which are subject to placement by reorganization of this joint-stock company in the form of merge or accession.

Chapter 11.3. Implementation by the Bank of Russia of state registration (registration) and consideration (preliminary consideration) of the documents provided by this Provision

11.3.1. Preliminary consideration of the documents necessary for state registration of release (additional release) of securities which is followed by registration of the prospectus of securities is performed by authorized department or territorial office of the Bank of Russia which, (which) according to this Section will perform state registration of this release (additional release) of securities.

11.3.2. State registration of the program of bonds is performed by authorized department.

11.3.3. Registration of prospectuses of securities along with state registration of releases (additional releases) of securities is performed by the authorized department or territorial office of the Bank of Russia performing state registration of the corresponding release (additional release) of securities.

11.3.4. Registration of prospectuses of securities afterwards (after state registration of reports (submission of notifications) on release results (additional release) of securities), is performed:

authorized department - for the issuers included in the list of issuers and also for issuers, being not credit financial credit institutions;

the territorial offices of the Bank of Russia specified in Items 11.2.2 and 11.2.3 of this provision - for the issuers who are not included in the list of issuers and not being not credit financial credit institutions, depending on the place of their stay.

11.3.5. Registration of prospectuses of shares in case of acquisition of the public status by joint-stock companies is performed by authorized department, except for prospectuses of shares in case of acquisition of the public status by joint-stock companies which location is the Republic of Crimea and the city of Sevastopol which registration is performed by Department across the Republic of Crimea of the Southern head department of the Central bank of the Russian Federation.

11.3.6. Registration of the main part of avenues of securities, prospectuses of securities of foreign issuers, prospectuses of bonds along with state registration of programs of bonds is performed by authorized department.

11.3.7. State registration of changes in the decision on release (additional release) of securities (including the changes containing the information about the representative of bondholders) and (or) to the avenue of securities, state registration of the report on release results (additional release) of securities is performed by the authorized department or territorial office of the Bank of Russia which performed state registration of release (additional release) of such securities.

State registration of changes in the program of bonds, in release conditions (additional release) of bonds within the program of bonds and (or) to the avenue of the bonds placed within the program of bonds is performed by authorized department.

11.3.8. The notifications provided by Chapter 25 of this provision are considered by the authorized department or territorial office of the Bank of Russia which performed state registration of release (additional release) of such securities.

11.3.9. The notifications provided by the Section XIII of this provision are considered:

authorized department - for the issuers included in the list of issuers and also for issuers, being not credit financial credit institutions;

the territorial offices of the Bank of Russia specified in Items 11.2.2 and 11.2.3 of this provision - for the issuers who are not included in the list of issuers and not being not credit financial credit institutions, depending on the place of their stay.".

2. This Instruction according to the solution of the Board of directors of the Bank of Russia (the minutes of the Board of directors of the Bank of Russia of July 28, 2017 No. 17) become effective after 10 days after day of its official publication, except for paragraphs of the thirty sixth and fortieth subitem 1.2 of Item 1.

Paragraphs of the thirty sixth and fortieth of subitem 1.2 of Item of 1 this Instruction become effective since October 1, 2017.

3. Paragraphs the eighth, the tenth, eleventh and twelfth Item 11.2.2 of the Provision of the Bank of Russia No. 428-P (in edition of this Instruction) are effective till October 1, 2017.

4. From the date of entry into force of this Instruction to recognize invalid:

Instruction of the Bank of Russia of August 6, 2014 No. 3360-U "About submission to the Bank of Russia of documents for state registration of releases (additional releases) of issued securities, registration of prospectuses of securities, reports on release results (additional release) of the issued securities of issuers which are not credit institutions", registered by the Ministry of Justice of the Russian Federation on September 19, 2014 No. 34096;

Item 1.2 of the Instruction of the Bank of Russia of May 11, 2017 No. 4370-U "About modification of separate regulations of the Bank of Russia in connection with change of structure of the Bank of Russia", No. 46901 registered by the Ministry of Justice of the Russian Federation on May 31, 2017.

 

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