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

of July 17, 2003 No. 322

About approval of the Regulations on procedure for bond issue of the companies

List of amending documents

According to Art. 7 of the Law of Ukraine "About state regulation of the security market in Ukraine", for the purpose of enhancement of the operating order of registration of bond issue of the companies State commission on securities and the stock market SOLVED:

1. Approve Regulations on procedure for bond issue of the companies it (is applied).

2. Ceased to be valid

3. Provide to the executive secretary Kaskevich M. G.:

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

publication of this decision according to the current legislation.

4. The decision becomes effective according to the current legislation.

5. Control of execution of this decision to put on the Executive secretary of Kaskevich M. G.

 

Approved by the Decision of State commission on securities and the stock market of Ukraine of July 17, 2003 No. 322

Regulations on procedure of bond emission of the companies and their address

This Provision is drafted according to Items 1, of 3, of 5, 8 parts two of article 7 of the Law of Ukraine "About state regulation of the security market in Ukraine", Article parts three 7, of Article part six 8, of Article part three 28, articles 29, of Article part two 30, of part three of article 36 of the Law of Ukraine "About securities and the stock market", to the Laws of Ukraine "About economic societies", "About National depositary system and features of electronic security circulation in Ukraine", "About financial accounting and the financial reporting in Ukraine", "About financial services and state regulation of the markets of financial services" and to other regulatory legal acts.

This Provision establishes procedure of issue, the circulation of bonds of the companies, registration in State commission on securities and the stock market of bond issue of the companies and the prospectus of their issue, the report on results of placement of bonds, the report on effects of repayment and cancellation of registration of release of these bonds.

Action of this Provision extends to resident issuers.

Action of this Provision does not extend to cases of issue of resident issuers outside Ukraine.

Section I. General provisions

1. The main terms and concepts which are used in this Provision:

concepts: "underwriting", "the basic prospectus of the issue", "open (public) placement of securities", "interest bearing bonds", "issue of securities", "discount bonds", "the closed (private) placement of securities", "issue of securities", "international security identification number", "security circulation", "bond", "bonds of the companies", "the first owner", "the prospectus of the issue of securities", "placement of securities", "target bonds" - are used in this Provision according to determinations of the Law of Ukraine "About securities and the stock market"; the concept "international financial institution" is used in this Provision according to determination of the Procedure for confirmation of belonging of goods to investment projects of international financial institutions for which implementation when importing (peresylaniye) of goods to customs area of Ukraine the tax anticipation bill with repayment period until the end of the current fiscal year approved by the order of the Ministry of Finance of Ukraine of 02.06.2004 No. 367, registered in the Ministry of Justice of Ukraine 18.08.2004 for No. 1024/9623 can be issued;

bond buyback - acquisition by the issuer at owners of the bonds of this issuer paid by them who is performed during the circulation of bonds;

the bondholder - physical person or legal entity to which the bond belong on the property rights;

default - impossibility of bond issuing institution to pay to bondholders in time, the established by issue conditions, interest income on bonds and/or to extinguish part or all-in cost of the bond;

early repayment of bonds - set of actions of the issuer concerning the termination of the circulation of bonds, payment of nominal value of the bond or provision of goods (services) before repayment periods of the bonds provided by conditions of placement of bonds and cancellation of bonds in accordance with the terms of release;

bond issuing institution (further - the issuer) - the legal entity who on its own behalf places bonds and undertakes obligations which follow from conditions of issue of these bonds, before bondholders;

bond redemption - set of actions of the issuer concerning the termination of the circulation of bonds, payment of nominal value of the bond or provision of goods (services) in the terms provided by conditions of placement of bonds and cancellation of bonds in accordance with the terms of release;

bond issue registration - assignment to bond issue of registration number according to the procedure, determined by registration body;

bond series - set of bonds of one issuer within one bond issue, the having one registration numbers, identical conditions and terms of placement, the address, payments of the income and repayment also grant to their owners the identical rights;

placement conditions - placement method (open/public closed / private/); placement terms, price (procedure for determination of the price); procedure and closing dates of civil contracts with the first owners, procedure, terms and payment method of bonds first owners; the income size on the bond; procedure, terms and payment method of the income on bonds and bond redemption; possibility of the redemption, early repayment of bonds, etc.;

the financial reporting - the accounting records containing information on financial condition, results of activities and cash flow of the issuer for certain accounting period.

2. Bonds of the companies (further - bonds) are placed legal entities only after complete payment of the authorized capital.

The limiting amount to which the issuer has the right to place bonds is established by the legislation of Ukraine.

Placement of bonds of the companies for forming and replenishment of the authorized capital of the issuer, and also covering of losses from economic activity by transfer of the income from sale of bonds as result of the current economic activity is not allowed.

3. In case of open (public) placement of bonds issue is performed on such stages:

1) decision making about open (public) placement of bonds by body of the issuer, authorized to make such decision;

2) provision of the statement and all necessary documents for registration of bond issue and the prospectus of their issue;

3) registration by the National commission on securities and stock market of bond issue and prospectus of their issue, issue of the interim certificate on bond issue registration;

4) adoption in case of need of the decision on involvement of the underwriter(s) to placement of bonds by body of the issuer, authorized to make such decision, except cases of availability of previously signed contract(s) with underwriter(s);

5) assignment to bonds of the international identification number;

6) the conclusion with depositary of the service agreement of bond emission (in case of lack of such agreement);

7) production of certificates of securities in case of placement of bonds in documentary form of existence or registration and deposition of the temporary global certificate (in case of bond emission in paperless form of existence);

8) disclosure of information which contains in the registered prospectus of the issue of bonds, according to item 4 of Chapter 1 of the Section III of this provision;

9) open (public) placement of bonds which is performed in time, specified in the decision on placement of bonds and the prospectus of their issue;

10) approval of results of open (public) placement of bonds by body of the issuer, authorized to make such decision;

11) provision of the report on results of open (public) placement of bonds;

12) registration by the National commission on securities and stock market of the report on results of open (public) placement of bonds;

13) receipt of the registration certificate of bond issue;

14) disclosure of information which contains in the registered report on results of open (public) placement of bonds, and in the case provided by the paragraph third Item 8 of this Section, promulgation of data on the size of interest income on bonds by publication of the report and data on the size of interest income in the same official printing publication of the National commission on securities and the stock market in which the prospectus of the issue of these bonds, not later than in 15 working days from registration date of the report on results of placement of bonds (bond series) was published;

15) provision by the issuer to depositary with which the service agreement of bond emission is signed and in which the temporary global certificate, copies of the registration certificate of bond issue is deposited. Based on the registration certificate of bond issue the issuer draws up the global certificate on the number of bonds taking into account results of placement of bonds.

Open (public) placement of bonds is performed by the issuer independently or with involvement of the underwriter(s) which signed with the issuer the agreement on underwriting, through the organizer of trade.

Open (public) placement of bonds provides the offer of bonds to at least than hundred legal entities and/or physical person.

Bonds which are offered for open (public) placement are such which freely are wrapped. Any legal entities and/or physical persons can be the first and following owners of such bonds.

The term of open (public) placement of bonds cannot exceed one year from start date of placement. If the bonds provided to placement are issued by different series, the term of open (public) placement of separate bond series cannot exceed one year from start date of placement of bonds of this series.

Open (public) placement of bonds earlier than in 10 days after publication of the prospectus of the issue in full in the official printing publication of the National commission on securities and the stock market is forbidden.

4. In case of the closed (private) placement of bonds issue is performed on such stages:

1) decision making about the closed (private) placement of bonds by body of the issuer, authorized to make such decision;

2) provision of the statement and all necessary documents for registration of release and prospectus of the issue of bonds;

3) registration by the National commission on securities and stock market of release and prospectus of emissiiobligation, issue of the interim certificate on bond issue registration;

4) adoption in case of need of the decision on involvement of the underwriter(s) to placement of bonds by body of the issuer, authorized to make such decision, except cases of availability of previously signed contract(s) with underwriter(s);

5) assignment to bonds of the international identification number;

6) the conclusion with depositary of the service agreement of bond emission or with the registrar about maintaining the register of owners of registered bonds (in case of lack of such agreements), except cases when account of the rights on securities is kept by the issuer according to the legislation, or bonds are placed to bearer, or in the presence of previously signed agreements;

7) production of certificates of securities in case of placement of bonds in documentary form of existence or registration and deposition of the temporary global certificate (in case of bond emission in paperless form of existence);

8) provision of copies of the registered prospectus of the issue to persons who are participants of the closed (private) placement according to the relevant decision of the issuer;

9) the closed (private) placement of bonds which is performed in time, specified in the decision on placement of bonds;

10) approval of results of the closed (private) placement of bonds by body of the issuer, authorized to make such decision;

11) provision of the National commission on securities and the stock market of the report on results of the closed (private) placement of bonds;

12) registration by the National commission on securities and the stock market of the report on results of the closed (private) placement of bonds;

13) receipt of the registration certificate of bond issue;

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