INSTRUCTION OF CENTRAL BANK OF THE RUSSIAN FEDERATION

of December 18, 2018 No. 5020-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"

Based on 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; No. 30, Art. 4444; No. 48, Art. 7052; No. 52, Art. 7920; 2018, No. 1, Art. 65, Art. 70; No. 17, Art. 2424; No. 18, Art. 2560; No. 32, Art. 5088; No. 49, of the Art. 7524) 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, on August 28, 2017 No. 47988), the following changes.

1.1. To add subitem 11.2.1.3 of Item 11.2.1 with new paragraphs of the following content:

"structural bonds;

securities of the international companies provided by the Federal Law of August 3, 2018 No. 290-FZ "About the international companies" (The Russian Federation Code, 2018, No. 32, the Art. 5083).".

1.2. In Item 11.2.3 "ninth" to replace the word with the word "eleventh".

1.3. Add Chapter 11.3 with Item 11.3.10 of the following content:

"11.3.10. The notifications provided by Chapter 22.1 of this provision are considered by authorized department.".

1.4. Add with Item 21.29.1 of the following content:

"21.29.1. According to Item 3 of article 27.1-1 of the Federal law "About the Security Market" the decision on release (additional release) of structural bonds shall be determined:

one or several circumstances, stipulated in Item 1 parts of the twenty ninth article 2 of the Federal law "About the Security Market", on approach or not approach of which depend implementation of payments for the structural bond (including payments in case of repayment of the structural bond) with indication of numerical values (parameters, conditions) or procedure for their determination or with indication of on the fact that such numerical values (parameters, conditions) or procedure for their determination will be established by authorized body of the issuer prior to placement of structural bonds;

the amount of payments for the structural bond (including the amount of payments in case of repayment of the structural bond) or procedure for its determination or specifying on the fact that such amount or procedure for its determination will be established by authorized body of the issuer prior to placement of structural bonds.

If numerical values (parameters, conditions) of circumstances, implementation of payments for the structural bond, or procedure for their determination and (or) the amount of payments for the structural bond or procedure for its determination (depends on approach or not approach of which further in case of joint mentioning - separate conditions of release of structural bonds) are established by authorized body of the issuer prior to placement of structural bonds, the procedure for disclosure (provision) for information on separate conditions of release of structural bonds allowing each potential acquirer to study information on the specified separate conditions of release of structural bonds in full at any time before repayment date of structural bonds, and also containing specifying on that shall be determined by the decision on release (additional release) of structural bonds that such information will be opened provided) by the issuer of structural bonds no later than start date of their placement.

If depending on approach or not approach of the circumstances determined by the decision on release (additional release) of structural bonds, payments for the structural bond are not performed, the decision on release (additional release) of such structural bonds shall contain specifying about it.".

1.5. State Item 21.38 in the following edition:

"21:38. According to the decision of the issuer the possibility of their early repayment upon the demand of bondholders is provided in the decision on release (additional release) of bonds.

According to the decision of the issuer in the decision on release (additional release) of bonds, except for structural bonds, the possibility of their early repayment at the discretion of their issuer is provided.

According to the decision of the issuer in the decision on release (additional release) of structural bonds the possibility of their early repayment at the discretion of their issuer is provided in the cases which are not depending on will of the issuer, specified in the decision on release (additional release) of such structural bonds.".

1.6. Add Item 21.40 with the new paragraph of the following content:

"Requirements of paragraph one of this Item are not applied in case of cost determination of early repayment of structural bonds".

1.7. Add with Chapter 22.1 of the following content:

"Chapter 22.1. Features of submission to registering body of the notification on contents of the decision of authorized body of the issuer on release of structural bonds

22.1.1. If the decision on release of structural bonds according to Item 3 of article 27.1-1 of the Federal law "About the Security Market" provides determination of the issuer of separate conditions of release of structural bonds by authorized body, the issuer of structural bonds according to item 4 of article 27.1-1 of the Federal law "About the Security Market" shall provide prior to their placement to the Bank of Russia the notification on contents of the decision of authorized body of the issuer on release of structural bonds containing the specified conditions.

22.1.2. The notification on contents of the decision of authorized body of the issuer on release of structural bonds is submitted in registering body in one copy no later than one working day before start date of placement of such bonds.

The notification on contents of the decision of authorized body of the issuer on release of structural bonds shall be constituted according to appendix 30 to this Provision.

22.1.3. The notification on contents of the decision of authorized body of the issuer on release of structural bonds shall be signed by the person holding position (performing functions) of sole executive body of the issuer.

22.1.4. Together with the notification on contents of the decision of authorized body of the issuer on release of structural bonds in registering body the copy (the statement from) the protocol of meeting (meeting) of authorized body of management of the issuer (the order, the order or other document of the authorized person) is submitted which makes the decision on determination of separate conditions of release of structural bonds, with indication of if such decision is made by collegiate organ of management, quorum and results of vote for its acceptance.".

1.8. Add with Item 23.3.2 of the following content:

"23.3.2. It is forbidden to begin placement of structural bonds, according to the decision on release (additional release) of which separate conditions of release of structural bonds are established by authorized body of management of the issuer prior to placement of structural bonds, before date of disclosure (provision) by the issuer of information on the specified conditions, and also before date of submission to registering body of the notification on contents of the decision of authorized body of the issuer on release of structural bonds.".

1.9. In Information included in the decision on release (additional release) of the securities placed by subscription, appendix 13:

to add subitem 7.3 of Item 7 with the new paragraph of the following content:

"For structural bonds the right of owners of structural bonds to receipt of payments for them depending on approach or not approach of one or several circumstances provided by the decision on release (additional release) of structural bonds is specified.";

in Item 9:

add with subitem 9.2.1 of the following content:

"9.2.1. Procedure for determination of payments for each structural bond in case of its repayment

For structural bonds the circumstance (circumstances), from approach or not approach of which (which) implementation of payments for the structural bond in case of its repayment depends, with indication of numerical values (parameters, conditions) or procedure for their determination or with indication of on the fact that such numerical values (parameters, conditions) or procedure for their determination will be established by authorized body of the issuer prior to placement of structural bonds is specified.

The amount of payments for the structural bond in case of its repayment is specified or procedure for its determination or it is specified that such size or procedure for its determination will be established by authorized body of the issuer prior to placement of structural bonds. If depending on approach or not approach of the circumstances specified in the paragraph the second this subitem, payments for the structural bond in case of its repayment are not performed, it is specified this circumstance.

If according to this subitem numerical values (parameters, conditions) of circumstances, implementation of payments for the structural bond in case of its repayment depends on approach or not approach of which, and (or) the amount of such payments or procedure for determination of the specified values (parameters, conditions) and (or) the size are established by authorized body of the issuer prior to placement of structural bonds, the procedure for disclosure (provision) by the issuer of information on these values (parameters, conditions) and (or) about the size or about procedure for their determination is specified.";

add subitem 9.3 with the new paragraph of the following content:

"If the size of the income (coupon) on bonds or procedure for its determination and (or) numerical values (parameters, conditions) of circumstances, on approach or not approach of which depends implementation of payment of the income (coupon) for the structural bond, or procedure for their determination are established by authorized body of bond issuing institution, the procedure for disclosure (provision) for information on the size of the income (coupon) on bonds or about procedure for its determination and (or) about these values (parameters, conditions) or about procedure for their determination is specified.".

1.10. In Information included in the program of bonds, appendices 13.1:

add Item 7 with the new paragraph of the following content:

"For structural bonds the right of owners of structural bonds to receipt of payments for them depending on approach or not approach of one or several circumstances provided by the decision on release (additional release) of structural bonds (the program of structural bonds and (or) conditions of release (additional release) of structural bonds) is specified.";

in Item 9:

add with subitem 9.2.1 of the following content:

"9.2.1. Procedure for determination of payments for each structural bond in case of its repayment

For structural bonds the circumstance (circumstances), from approach or not approach of which (which) implementation of payments for the structural bond in case of its repayment depends is specified, with indication of numerical values (parameters, conditions) of such circumstances or procedure for their determination or it is specified that such circumstances in the conditions of the program of structural bonds are not determined.

The amount of payments for the structural bond in case of its repayment is specified or procedure for its determination or it is specified that such amount or procedure for its determination in the conditions of the program of structural bonds is not determined. If depending on the circumstances specified in the paragraph the second this subitem, payments for the structural bond in case of its repayment are not performed, it is specified this circumstance.

If according to this subitem numerical values (parameters, conditions) of circumstances, implementation of payments for the structural bond in case of its repayment depends on approach or not approach of which, and (or) the amount of such payments or procedure for determination of the specified values (parameters, conditions) and (or) the size are established by authorized body of the issuer prior to placement of structural bonds, the procedure for disclosure (provision) by the issuer of information on these values (parameters, conditions) and (or) about the size or about procedure for their determination is specified.";

add subitem 9.3 with the new paragraph of the following content:

"If the size of the income (coupon) on bonds or procedure for its determination and (or) numerical values (parameters, conditions) of circumstances, on approach or not approach of which depends implementation of payment of the income (coupon) for the structural bond, or procedure for their determination are established by authorized body of bond issuing institution, the procedure for disclosure (provision) for information on the size of the income (coupon) on bonds or about procedure for its determination and (or) about these values (parameters, conditions) or about procedure for their determination is specified.".

1.11. In Information included in release conditions (additional release) of bonds within the program of bonds, appendices 13.2:

in Item 7:

the fifth to state the paragraph in the following edition:

"For structural bonds the right of owners of structural bonds to receipt of payments for them depending on approach or not approach of one or several circumstances provided by the decision on release (additional release) of structural bonds (the program of structural bonds and (or) conditions of release (additional release) of structural bonds) is specified.";

add with the new paragraph of the following content:

"If the data which are subject to specifying in this Item are provided in the program of bonds, instead of such data the reference to the corresponding Item of the program of bonds with indication of the registration number assigned to it and date of its assignment can be specified.";

in Item 9:

add with subitem 9.2.1 of the following content:

"9.2.1. Procedure for determination of payments for each structural bond in case of its repayment

For structural bonds the circumstance (circumstances), from approach or not approach of which (which) implementation of payments for the structural bond in case of its repayment depends, with indication of numerical values (parameters, conditions) of such circumstances or procedure for their determination or with indication of on the fact that such numerical values (parameters, conditions) or procedure for their determination will be established by authorized body of the issuer prior to placement of structural bonds is specified.

The amount of payments for the structural bond in case of its repayment is specified or procedure for its determination or it is specified that such size or procedure for its determination will be established by authorized body of the issuer prior to placement of structural bonds. If depending on approach or not approach of the circumstances specified in the paragraph the second this subitem, payments for the structural bond in case of its repayment are not performed, it is specified this circumstance.

If according to this subitem numerical values (parameters, conditions) of circumstances, implementation of payments for the structural bond in case of its repayment depends on approach or not approach of which, and (or) the amount of such payments or procedure for determination of the specified values (parameters, conditions) and (or) the size are established by authorized body of the issuer prior to placement of structural bonds, the procedure for disclosure (provision) by the issuer of information on these values (parameters, conditions) and (or) about the size or about procedure for their determination is specified.

If the data which are subject to specifying in this subitem are provided in the program of structural bonds, instead of such data the reference to the corresponding Item of the program of structural bonds with indication of the state registration number assigned to it and date of its assignment can be specified.";

in subitem 9.3:

the fourth to state the paragraph in the following edition:

"If the size of the income (coupon) on bonds or procedure for its determination and (or) numerical values (parameters, conditions) of circumstances, on approach or not approach of which depends implementation of payment of the income (coupon) for the structural bond, or procedure for their determination are established by authorized body of bond issuing institution, the procedure for disclosure (provision) for information on the size of the income (coupon) on bonds or about procedure for its determination and (or) about these values (parameters, conditions) or about procedure for their determination is specified.";

add with the new paragraph of the following content:

"If the data which are subject to specifying in this subitem are provided in the program of bonds, instead of such data the reference to the corresponding Item of the program of bonds with indication of the state registration number assigned to it or identification number and date of its assignment can be specified.".

1.12. Add with appendix 30 in edition of appendix to this Instruction.

2. This Instruction becomes effective after 10 days after day of its official publication.

Appendix

to the Instruction of the Bank of Russia of December 18, 2018 No. 5020-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"

"Appendix 30

to 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 unlimited papers, state registration of reports on release results (additional release) of issued securities and registration of prospectuses of securities"

A) Form of the title page of the notification on contents of the decision of authorized body of the issuer of release of structural bonds

Notification

about contents of the decision of authorized body

the issuer about release of structural bonds

___________________________________________________________________________

             (full name of the issuer is specified)

___________________________________________________________________________

   (the type of securities (structural bonds), series, form are specified

  and other identification signs of structural bonds, repayment period

     structural bonds, nominal value, quantity, method

                     placements of structural bonds)

              state registration number of release

            (additional release) structural bonds

date of state registration of release (additional release)

                    structural bonds

                  "__" __________ 20 __ years

Decision on determination of separate conditions of release of structural bonds

___________________________________________________________________________

 (the authorized body of bond issuing institution which made the decision is specified

     about determination of separate conditions of release of structural bonds)

from "__" ________ 20 __ years, the protocol <1> from "__" _____ 20 __ years No. _____.

Location of the issuer and contact telephone numbers

___________________________________________________________________________

      (the location of the issuer and contact telephone numbers are specified

              the issuer with indication of long-distance code)

Name of position of the head of the issuer
	(signature)	(I. O. Familiya)
Date "__" ______ 20 __ years	M.P.

 

--------------------------------

<1> In case of decision making about determination of separate conditions of release of structural bonds not by collegiate organ of management of bond issuing institution the name of the document which draws up the specified decision (the order, the order or other document) is specified.

B) Information included in the notification on contents of the decision of authorized body of the issuer on release of structural bonds

1. Data on numerical values of circumstances, implementation of payments for the structural bond depends on approach or not approach of which

Data on numerical values (parameters, conditions) of circumstances are specified, implementation of payments for the structural bond depends on approach or not approach of which.

2. Data on the amount of payments for the structural bond

The amount of payments for the structural bond is specified.".

 

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