DECISION OF THE NATIONAL COMMISSION ON SECURITIES AND STOCK MARKET OF UKRAINE

of July 23, 2020 No. 394

About approval of Changes in Regulations on implementation of public offer of securities

According to Item 13 of article 8 of the Law of Ukraine "About state regulation of the security market in Ukraine", for the purpose of reduction in compliance with requirements of the legislation the National commission on securities and the stock market SOLVED:

1. Approve Changes in the Regulations on implementation of public offer of securities approved by the decision of the National commission on securities and the stock market of June 21, 2018 No. 424, registered in the Ministry of Justice of Ukraine on July 18, 2018 for No. 837/32289, which are applied.

2. To provide to management of methodology of corporate management and corporate finances (Peresunko D.):

submission of this decision on state registration in the Ministry of Justice of Ukraine;

promulgation of this decision on the official website of the National commission on securities and the stock market.

3. This decision becomes effective from the date of, its official publication following behind day.

4. Control of execution of this decision to assign to the member of the National commission on securities and the stock market Libanov N.

Approved by the Decision of the National commission on securities and the stock market of Ukraine of July 23, 2020 No. 394

Changes in Regulations on implementation of public offer of securities

In appendix 4:

1) to add appendix after structural element 5 "Contents of the registration document in case of implementation of public offer of bonds of the companies" with new structural element of 5-1 following content:

"Structural element 5-1 "Contents of the registration document when implementing public offer of certificates the BACKGROUND"

1. Information on responsible persons:

1) the list of all persons responsible for information specified in the document on securities with indication of surname, name, middle name (in the presence) and positions of such person;

2) confirmation of persons responsible for the document on securities that they took all proper measures for ensuring reliability, completeness, truthfulness of information which contains in the document on securities and does not contain any mistakes capable to influence its content.

2. Information on independent auditors:

1) the name, identification code, the location of all independent auditors who booked financial records audit of the issuer for the previous accounting periods for which the financial reporting, data of certificates on inclusion of independent auditors in the Register of auditors and subjects of auditor activities is submitted;

2) information on change of independent auditors by the issuer for the period for which the financial reporting moves, with indication of the reasons of such change if they are essential.

3. Main financial reporting of the issuer.

The financial reporting according to Item 3 of the Section I of this provision of the issuer in two last accounting years and the last interim financial statements preceding date of submission of the prospectus to registering body.

4. Risk factors.

Description of the substantial risks characteristic of economic activity of the issuer.

5. Information on the issuer:

1) registration data on the issuer:

full and abbreviated name, identification code, location of the issuer and actual place of implementation of activities by the issuer;

date of state registration of the issuer; the body which performed state registration of the issuer;

registration date and term for which the issuer is founded, except as specified, when the issuer is founded sine die;

the legislation according to which the issuer performs the activities;

the short description of economic activity of the issuer which shall contain core activities, subject and the purposes of activities of the issuer;

contact information of the issuer (phone, fax, e-mail address);

main stages of development of economic activity of the issuer;

2) description of direct investments of the issuer:

the description (including the amount) the main investments of the issuer for each financial year for which the financial reporting before date of creation of the registration document moves;

information on future main investments of the issuer which implementation is approved by authorized body of the issuer, with indication of the amount of such investments;

information on sources of means for implementation of future main investments of the issuer.

6. Description of economic activity of the issuer:

1) description of core activities of the issuer:

the description of core activities of the issuer with indication of the main types of goods, works, services which are implemented, performed or provided for each financial year throughout the period which is covered by financial information;

the description of all considerable new products and/or services which were provided and/or entered, with indication of the current stage of their development;

2) the description of the main markets in which the issuer performs activities;

3) the description of competitiveness of the issuer, its share in the corresponding goods markets.

7. The description of organizational structure of group of companies which the issuer enters.

The description of group of companies into which the issuer (in the presence) and role of the issuer in group of companies enters.

8. Description of tendency of development of the issuer.

Clause about lack of essential changes which negatively influence or can affect financial condition of the issuer from the date of the last published auditor financial reporting, or the description of such essential changes in case of their availability.

The description of any known events, obligations outside regular economic activity, drafts of the laws and/or subordinate normative legal documents which have and/or, most likely, will have significant effect on financial condition of the issuer, at least, in financial year in which the public offer is performed.

9. Information on the predicted or planned profit of the issuer.

The issuer can include at discretion in the registration document information on the predicted or planned profit. In that case the registration document shall contain the data specified in subitems 1, 2 presents of Item:

1) the list of the main assumptions based on which the issuer created the forecasts or plans, with accurate specifying on factors which persons performing managerial functions, and factors which are out of influence of specified persons can influence. The specified assumptions shall be clear to investors, to be specific and exact and not to be lashed to the general accuracy of the estimates which are the cornerstone of the forecast;

2) the report prepared by independent auditors in which it shall be specified that, according to independent auditors, the forecast or the plan were properly constituted based on the specified data and that the financial accounting basis which was used for forming of forecasts or plans corresponds to accounting policy of the issuer;

3) information on the predicted or planned profit shall be prepared based on comparison with financial information of the issuer for preceding periods;

4) if information on the predicted or planned profit was already published in the prospectus which does not take place, it is necessary to provide information that such forecast is correct for date of preparation of the registration document, and also explanation of why such forecast does not take place.

10. Information on the officials of the issuer and persons performing managerial functions:

1) information on the following persons with indication of surname, name and middle name (in the presence), full name of position, year of birth, education, qualification, working life, years of service on this position, principle place of employment and position on principle place of employment and in combination:

persons performing managerial functions;

auditor or chairman and members of audit committee;

corporate secretary;

chief accountant;

2) information concerning conflict of interest.

The description of the available and potential conflict of interest between persons specified in the subitem of 1 this Item and the issuer or confirmation that the conflict of interest is absent.

11. Committees of the Supervisory board:

1) information on committees of the supervisory board of the issuer concerning audit and determination of remuneration to officials of the issuer, their staff and information on acts, on the basis of the who are acted by the specified committees;

2) information on observance by the issuer of the principles of corporate management approved by registering body. In case of non-compliance with the specified principles of explanation of the reasons of such non-compliance.

12. Majority shareholders (participants) of the issuer:

1) the list of shareholders (participants) of the issuer who possess both directly, and indirectly 5% and more common shares (shares) of the issuer with indication of the number of shares (shares) belonging to such persons and their total nominal value or confirmation that such persons are absent;

2) information of rather final beneficial owner of the issuer (the term "final beneficial owner" is used in the value given in the Law of Ukraine "About prevention and counteraction of legalization (washing) of income gained in the criminal way, to financing of terrorism and financing of distribution of weapons of mass destruction");

Disclaimer! This text was translated by AI translator and is not a valid juridical document. No warranty. No claim. More info