THE RESOLUTION OF STATE COMMISSION ON THE SECURITY MARKET OF THE REPUBLIC OF MOLDOVA

of December 29, 1997 No. 76/5

About procedure for issue and state registration of securities

For the purpose of settlement of the procedure of issue and state registration of securities according to requirements of the Join-stock companies law, STATE COMMISSION ON the DECIDES: SECURITY MARKET

1. Approve:

- The instruction about procedure for issue and state registration of securities (appendix N 1);

- Standards of disclosure of information by the issuers performing public offer of securities (appendix N 2);

- Methodical instructions for creation of the prospectus of the issue of the issuer performing public offer of securities (appendix N 3).

2. Determine that the Instruction about procedure for issue and state registration of securities, Standards of disclosure of information by the issuers performing public offer of securities the Methodical instructions for creation of the prospectus of the issue of the issuer performing public offer of securities, approved by item 1 of this resolution will become effective after approval and entry into force of the Law on the security market.

3. From coming into force of the regulations approved by item 1 of this resolution, the Instruction about procedure for state registration of securities approved by GKRTsB the Resolution N 25/1 of November 3, 1995 loses force.

 

 Appendix №1

to the Solution of GKRTsB No. 76/5 of December 29, 1997

The instruction about procedure for issue and state registration of securities

I. General provisions

1. The instruction about procedure for issue and state registration of securities (further - the Instruction) is developed based on the laws "About the Security Market", "About Joint-stock Companies", the Civil code and other legal acts of the Republic of Moldova.

2. The instruction establishes procedure and the procedure of issue of securities by joint-stock companies (further - society) and their state registration in the National commission on securities (daleekomissiya), and also procedure for modification of general data on the issuer in the State register of securities.

The procedure and the procedure of bond issue are established by the Instruction about the issue and state registration of corporate bonds approved by the Resolution GKRTsB N72/1 from 27.11.97g.

3. Action of this Instruction extends to the following types of securities:

a) shares of societies;

b) other securities determined by the Commission.

The procedure for issue and state registration of the bonds issued by societies is provided by the Instruction "About procedure for issue and state registration of corporate bonds".

4. For the purposes of this Instruction the following terms are applied:

Issue of securities - set of securities of one issuer, in case of identical terms of the beginning and the completion of placement ought to one class and having.

Issue of securities - set of actions taken by the issuer for placement of securities.

State registration of securities - set of the procedures for registration of the securities permitted to placement, public and private offers of securities and reports on issue of securities, provided by this Instruction accompanied with assignment to each class of securities of the state registration number and entering of data on classes and the quantity of the securities permitted to placement and placed into the State register of securities.

Permitted to share placing - the shares determined by the constituent assembly or general meeting of shareholders of society, reflected in the charter, registered in the state register of securities within which classes and quantity society has the right to perform share issue.

Placed shares - the shares which are completely paid by their first acquirers (subscribers), registered in the State register and the shareholder register of society.

Public offer of securities - the offer of securities of certain class performed at least by one of the following methods:

a) by publication of the announcement in mass media addressed to the uncertain group of people;

b) by the offer addressed to at least than 100 persons to transfer it the ownership to securities of this class;

c) by transfer of property on securities of this class to more than 50 persons, except as specified constituent issue or as a result of changes of distinctive characteristics of the registered class of the placed securities.

Private placement - placement of securities within narrow group of people which list affirms according to the procedure, provided by the charter of the issuer.

5. The share issue is performed in case of decision making about:

a) organization of society;

b) increase in the authorized (joint-stock) capital of society.

The issues registered earlier can be re-structured owing to the next events:

a) reduction or increase in the authorized capital by denomination of shares;

b) modification, the concerning rights granted according to shares;

c) consolidations of shares;

d) crushing (separation) or converting of shares;

e) reorganization of society and in other cases, stipulated by the legislation.

The re-structured issues are subject to re-registration in the Commission according to the procedure, established in the XI Section of this Instruction.

6. Issue of securities of society can be performed:

a) by means of public offer (public issue);

b) without public offer (the closed issue).

7 Issue and registration of the shares issued by investment funds is performed according to the procedure, established by this Instruction taking into account the features established by the regulations regulating share issue of investment funds.

8. State registration of securities in the Commission cannot be considered as guarantee of cost of these securities. The nominal or established share value shall be expressed in Moldovan lei. Payments and charges for the services provided by the commission are levied according to the Law o of the National commission on securities and the Resolution of Parliament of the Republic of Moldova on approval of the budget of the National commission on securities for the corresponding year.

II. Issue and state registration of the shares placed during creation of society (promotional issue)

9. Irrespective of type of the created society - opened or closed the shares emitted under its organization are placed only among founders by their closed issue according to the foundation agreement. In case of organization of society one founder all shares shall be acquired by it.

10. The procedure of issue and registration of shares of society under its organization includes the following stages:

a) adoption by founders (founder) of the decision containing data on classes and the number of the shares permitted to placement and the shares placed among founders. This decision shall contain the description of all signs (distinctive features, privileges and restrictions) of each of the share classes permitted to placement and to conform to other requirements, established by this Instruction;

b) For banks - approval by National Bank of Moldova of the statement for issue of permission to implementation of financial activities;

c) opening of the provisional bank account for storage of money;

d) creation of the list of the first subscribers to shares, funds accumulation on the provisional account, settlement of payment of shares by non-cash deposits;

e) state registration of society in registering body; For banks - state registration of bank in National Bank of Moldova and issue of permission to implementation of financial activities;

f) registration of classes and the number of the shares permitted to placement and state registration of shares in the commission.

g) money transfer, being on the provisional account, on the settlement account of society;

h) production of forms of share certificates - for the societies issuing the materialized shares;

i) entering of the securities this about owners into the register of owners of securities and issue of share certificates to them (in case of release of the materialized shares) or statements from the register (in case of release of not materialized shares) - in case of recognition by the Commission of the promotional issue which took place and registration of shares.

11. Under organization of society shares are placed at the price not below their nominal value if the foundation agreement provides share issue with nominal value.

12. Shares of promotional issue before their state registration in the Commission shall be completely paid. Money in payment for shares is in full deposited by founders on the provisional bank account. Founders have no right to use the specified means before registration of society or recognition of organization of society cancelled.

13. Non-cash deposits in payment for shares are transferred by founders to executive body of society under the act within one month from the date of state registration of society. Market value of non-cash deposits is determined according to the legislation. If market value of non-cash deposits makes more than 10 percent of the authorized capital and the property constituting this contribution is not in circulation in the organized market, approval of market value of such contribution is performed based on the conclusion of the auditing or specialized organization which is not the affiliate of society.

14. For registration of the securities permitted to placement, the issuer represents to the National commission:

1) the Statement for registration according to appendix 1 to this instruction;

2) the Protocol of general shareholder meeting constituted according to Art. 64 of the Join-stock companies law, signed by the chairman and the secretary of meeting and certified according to the decision of general meeting by audit committee or the notary to whom it is applied:

- the minutes of the authorized body which made the decision on convocation of meeting;

- the list of the shareholders having the right to participate in general meeting and participating in it;

- the text of information on holding general meeting which is brought to the attention of shareholders;

- the text of voting bulletin (in case of correspondence or mixed like meeting);

- the protocol on result of vote (in case of appointment of counting board);

3) the Copy of the message on the resolutions approved by general meeting on which the decision on permission of securities to placement - for joint-stock companies of open type is made published in the newspaper;

4) the Copy of the registered changes in the charter and/or the charter in the new edition certified in accordance with the established procedure (if these documents were not submitted to the National commission);

5) the Copy of the certificate of state registration of the company, and also the statement from the State register of the companies and organizations confirming legal address of society.

15. For state registration of the securities placed during creation of society, society submits the following documents to the National commission:

1) the Statement for registration of the shares permitted to placement according to appendix 1 to this instruction;

2) the Statement for registration of the shares placed during creation of society according to appendix 1 to this instruction;

3) Constituent documents of the issuer in the original or their copies certified notarially or the State registration chamber including the protocol of meeting of founders certified according to legislation provisions;

4) the Copies of the certificate of state registration of the issuer and the statement from the State register of the companies and organizations confirming legal address of the issuer;

5) the List of subscribers to shares (founders) in duplicate signed in the same order as the decision on its approval. This list shall include surname (name) and identification data of subscribers, the number of shares for placement and the sums granted on the account of their payment;

6) the Copy of the agreement on maintaining the register of owners of securities or documents for receipt of the license for independent maintaining the register;

7) the Confirmation of introduction of money in payment for the shares placed during creation of joint-stock company issued by bank institution;

8) In case of availability of non-cash deposits - the acceptance act - transfers of non-cash deposits by joint-stock company in payment for shares, the solution of the constituent assembly on approval of cost of non-cash deposits and the copy of the report of the specialized organization which performed assessment of the market value of these deposits which is not the affiliate of society;

9) the Documents confirming registration behind newly created society of the personal and real estate brought by founders as contribution for forming of the authorized capital which is subject to registration according to the legislation (for example: the statement from the Real estate register issued by cadastral body, confirming registration of the property transferred addressed to society);

10) the Copy of the financial statement on the last reporting date if date of state registration is preceded by the accounting period;

11) the Copy of the payment order about payment of single collection for state registration of issue of securities in the amount of, established according to Art. 6 of the Law on the National commission on securities, or according to appendix 2 to the budget of the National commission for the corresponding year.

16. The documents specified in Item 15, are submitted within the Commission within the 15th dnevny term from the date of:

- state registration of society if the foundation agreement does not provide introduction of non-cash deposits in payment for shares, or

- complete payment of all shares placed during creation of society if the foundation agreement provides introduction of non-cash deposits in payment for shares, but no later than two months from the moment of registration of society.

For banks - the documents specified in the item 15, previously are considered by National Bank of Moldova according to "The instruction about features of share issues of banks and approval procedure on their implementation by National Bank of Moldova" N 181 of 22:06. 2000, and further are represented by the issuer to the commission with appendix of the petition of National Bank of Moldova.

17. State registration of the shares placed during creation of society is performed in 15-day time from the date of submission to the Commission of all documents necessary for state registration of shares and includes:

a) recognition of subscription of founders to shares of valid (taken place);

b) assignment of the state registration number to each class of the placed shares according to the principle of forming of the state registration security number (Appendix N 6);

c) entering into the State register of the securities of records about classes and the number of the shares permitted to placement and placed among founders.

In case of non-presentation by the issuer of all necessary documents, and also in case of their wrong filling consideration of this statement is postponed until submission of all documents completed in the appropriate order. In this case the term of consideration of the application is estimated from the date of submission of the last document provided by this instruction.

18. In case of non-presentation of documents in the Commission in the terms specified in Item 16, the Commission has the right to file in degree of jurisdiction petition for recognition of organization of society cancelled.

19. Entering of the first records into the register of owners of securities is performed by society in 15-day time from the moment of adoption by the Commission of the decision on state registration of the shares placed during creation of society.

III. Additional share issues

20. Additional share issue is called any issue performed by society after state registration of shares of promotional issue, according to the procedure, established by the Section II of this instruction.

21. The issues performed for increase in the authorized capital, and also the re-structured issues specified in Item 5 of this Instruction are subject to state registration.

22. The closed society has the right to perform only private placement (the closed issue) of shares of additional issue within narrow group of people which list is approved by most of shareholders, according to the procedure, provided by the charter of society.

23. Open society also has the right to perform private placements of shares of additional issues if the legislation or the charter of society do not provide other.

24. Open society, when implementing the additional issues having the right to use and public placement of shares.

25. Additional issues can be performed for the account:

a) attraction of additional cash and/or non-cash resources;

b) equity of society (share premium, retained earnings, unpaid dividends, etc.).

26. Conditions of additional issue, including the price or conditions of determination of the price of placement of securities, shall be identical to all of them acquirers.

27. In case of share placing of additional issue, having nominal value, the price of share placing can differ from nominal value.

28. The procedure of additional share issue includes the following stages:

a) adoption by authorized body of the issuer of the decision on additional share issue, and in case of need - and about cancellation of the issue registered earlier publication of the decision made according to Art. 54 of the Law on the security market;

b) registration in case of need the shares permitted to placement in the Commission;

c) preparation and approval of public offer of shares by the issuer of the prospectus - for the issuers performing additional issue with use of public offer;

d) the conclusion of the contract for maintaining the register with the independent registrar and confirmation of transfer of the acts necessary for forming of the register - in cases, stipulated by the legislation;

e) registration of class of the share on the Stock Exchange - in cases, stipulated by the legislation.

f) registration of the prospectus of the issue (issue of permission to public offer of shares) in the Commission - if shares are placed with use of public offer. For the emitting banks performing public placement of shares - the prospectus of public offer vised by National Bank of Moldova;

g) opening by the issuer of the provisional bank account for storage of the money received in the course of stock subscription - for the issuers performing stock subscription with use of public offer;

h) production of forms of share certificates - for the issuers issuing the materialized shares;

i) disclosure of information containing in the prospectus of public offer according to the procedure established by this Instruction - for the issuers performing stock subscription with use of public offer. For subscribers to bank shares who will own essential equity interest of bank, - receipt of the written permission of National Bank of Moldova;

j) share placing of additional issue;

k) approval by society issuer of the report on subscription results. For emitting banks - with the conclusion of National Bank of Moldova;

l) the state registration of results of subscription in the Commission including recognition of the issue which took place or cancelled and entering of data on issue into the State register of securities, and in case of need cancellation of the issue registered earlier;

m) introduction of the amendments and changes connected with results of additional issue into the charter of society and their state registration - for societies which issue was declared valid by the Commission;

n) closing of the provisional bank account and money transfer from it on the settlement account of the issuer - for societies which public subscription of shares was declared valid by the Commission;

o) entering of data on owners of securities into the register, issue of certificates to them (in case of release of the materialized shares) or statements from the register (in case of release of not materialized securities).

p) for the securities permitted to the address on the Stock exchange of Moldova - informing Stock exchange of Moldova on the changes registered in the State register of securities owing to registration of additional issue.

29. The changes and amendments connected with registration of results of additional share issue or re-registration of the restructured issue, and also change of general data on the issuer in the State register of securities are brought in the charter of society after their registration in the Commission.

29.1. State registration of the report on results of issue is carried out with observance of the following conditions:

- the shares belonging to the placed class are permitted to placement under the charter of society in the quantity sufficient for carrying out additional issue;

- at the time of registration of results of issue the authorized capital of society is completely paid;

- the cost of own property (net assets) of society cannot be less authorized capital;

- registration of the shares placed under organization of society, registration of results of all issues performed earlier was carried out and also all changes are made to the charter and the shareholder register of society;

- this share class is registered on the Stock exchange of Moldovyv the cases stipulated by the legislation;

- observance of provisions of Art. 78 of the h. (8) Join-stock companies law.

30. For reflection of results of re-registration of the restructured issue the following changes are made to the charter of society:

when converting in the share of additional issue of preferred shares - change of the authorized capital on difference of the amount of nominal values of preferred shares, and shares in which was is made converting, increase in number of shares of class into which preferred shares, and cancellation of the converted shares of the corresponding classes were converted;

when converting of the shares in the share with bigger nominal value increase in the authorized capital at difference in share par value placed by converting, and the converted shares, registration permitted to placement and the placed shares belonging to certain classes with bigger nominal value and cancellation of share class with smaller nominal value;

when converting of the shares in the share with smaller nominal value reduction of the authorized capital by difference in share par value placed by converting, and the converted shares, cancellation of share class with bigger nominal value and registration of the permitted to placement and placed shares of class with smaller nominal value;

when converting shares in the share with other rights - registration of the permitted to placement and placed shares with other rights and cancellation of class of the converted shares according to which society made the decision on change of the rights;

in case of consolidation of shares - cancellation of share class which were solidirovana game and registration of the permitted to placement and placed shares of new class with bigger nominal value (in case of availability) in which consolidation was performed;

when crushing (separation) of shares - registration of the permitted to placement and placed shares of new class with smaller nominal value (in case of availability) and cancellation of share class which were shattered;

when converting in the share of additional issue of convertible bonds - increase in the authorized capital at the nominal (established) value of placed shares of additional issue, increase in number of placed shares of the corresponding classes and cancellation of the convertible bonds placed and permitted to placement.

IV. Decision on issue of securities

31. The decision on issue of securities establishes the main conditions of issue and is drawn up according to the Appendix N 2 to this instruction. The decision on release (issue) of securities is the document of the issuer containing the data sufficient for establishment of amount of the rights certified by security of this class.

32. The decision on approval of classes and the number of the shares permitted to placement is accepted by the constituent assembly or general shareholder meeting according to the legislation and cannot be submitted other governing bodies of society.

33. On each additional share issue of certain class within classes and the number of the shares permitted to placement the separate decision on issue is made. Such decision is made:

- general shareholder meeting;

- council of society if as a result of issue the authorized capital can increase no more than by 50 percent or lower regulation provided in the charter within which council of society has the right to make the decision on increase in the authorized capital. The decision on share issue in the amount of, exceeding regulation established in the charter is accepted by general shareholder meeting.

34. In case of decision making about issue of securities in the materialized form society can determine that certificates of the securities issued by it can be handed out to owners, or they are subject to obligatory storage in depositary. In this case the decision shall contain also the name of depositary in which the materialized securities of society will be kept.

35. The protocol containing the decision on issue of securities shall be strung together, signed the chairman and the secretary of meeting (meeting) of the body which made the decision on issue and is certified according to requirements of the legislation, is under seal societies and is certified in accordance with the established procedure by the decision of general shareholder meeting according to requirements of the legislation.

36. The decision on issue of securities, emitted by private placement (the closed issue), is submitted in the Commission together with the list of faces which were signed for these securities, the approved authorized body of management of society.

37. In the decision on additional share issue, distributed among shareholders, and also in the decision on converting of shares in the share with bigger nominal value sources at the expense of which increase in the authorized capital is performed shall be specified.

38. In case of share issue of one class for the purpose of payment of share dividends of other class by them the separate decision made by owners of that share class to whom dividends, by the qualified majority at least in three quarters of the voices provided by these shares will be paid shall be also provided to the Commission.

39. In the decision on issue of securities the share of securities in case of which non-stationing issue is considered cancelled will be established. The procedure for return of the means given by investors to society to payment for securities shall be provided in the decision on release and in the prospectus of the issue.

40. The decision on issue of securities is constituted and it is represented in the Commission in two and if maintaining the register of owners of securities of society is performed by the registrar - in triplicate. After registration of the report on results of issue of securities one copy of the decision is stored in the Commission, second and third with mark of the Commission "is REGISTERED" - respectively at society issuer and at the registrar. In case of disputes in degrees of jurisdiction the text of the decision which is stored in the Commission is considered true.

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