It is registered
Ministry of Justice
Republic of Moldova
On March 6, 2009 No. 661
of December 31, 2008 No. 64/4
About approval of the Instruction about public offer of securities in the secondary market
Based on Art. 1 of h (1), the Art. 4, Art. 8 of the item b), Art. 20 of h (1), Art. 21 of h (1) the Law No. 192-XIV of November 12, 1998 "About the National commission on the financial market" (it is repeatedly published in the Official monitor of the Republic of Moldova, 2007, No. 117-126 BIS), the Art. 21, Art. 22 and Art. 23 of the Law No. 199-XIV of November 18, 1998 "About the security market" (it is repeatedly published in the Official monitor of the Republic of Moldova, the Art. 655) the National commission on the financial market Decides 2008, No. 183-185,:
1. Approve the Instruction about public offer of securities in the secondary market according to appendix.
2. Consider invalid the Resolution of the National commission on securities No. 2/6 of January 18, 2001 about approval of the Instruction about the tender offer of securities (The official monitor of the Republic of Moldova, 2001, No. 100-101, the Art. 255), with subsequent changes and amendments.
3. To impose control over execution of this resolution on department of securities.
Chairman of the National commission on the financial market
Mikhail Chibotaru
Appendix
to the Resolution of the National commission on the financial market of December 31, 2008 No. 64/4
1. The instruction about public offer of securities in the secondary market (further - the Instruction) is developed according to legislation provisions for the purpose of establishment of procedure of public offer of securities in the secondary market, including registration of the prospectus of public offer, implementation of public offer by the issuer for the purpose of prevention of fall of security price, implementation of competitive public offer.
2. Provisions of the Instruction are applied to the voting securities or other securities which are subject to converting in the voting securities, the issued joint-stock company corresponding to one of the criteria established in Art. 2 of h (2) the Law on joint-stock companies, except for provisions of the item of 6 subitems of b) and the item 102, which are applied to the securities issued by joint-stock companies which security circulation is performed without the consent of society.
3. The national commission on the financial market (further - the National commission) is the competent authority applying provisions of this Instruction to implementation of the rights established by the Law on the National commission on the financial market and the Law on the security market.
4. Except the concepts specified in the station 3, to Art. 21-23 of the Law on the security market of this Instruction also the following concepts are used:
a) The announcement of public offer in the secondary market - the announcement of the offerer by means of which the main information on conditions of public offer is brought to the attention of owners of the securities which are subject of the offer, and/or the public (potential investors).
b) The announcement of public offer - publication of the announcement of the offer with use of mass media and/or its direction to owners of the securities which are subject of public offer.
c) Date of opening of public offer for sale - date of publication of the announcement of the offer.
d) Closing date of public offer - the last day of action of the offer established in the prospectus of public offer in the secondary market.
e) Subject of public offer - the voting securities, and also other securities of the issuer which can be converted into voting shares.
f) The offerer - the physical person or legal entity initiating public offer for the purpose of the acquisition or security sale which are subject of the offer.
5. The public offer is performed in the cases provided by Art. 21 of the Law on the security market and Art. 84 of h (5) the Join-stock companies law, and can be obligatory or voluntary. Persons who acquired securities in the conditions of the Law on management of public property and its privatization are exempted from carrying out public offer according to the item of 6 subitems and) this Instruction.
6. The obligatory public offer is performed:
a) by person who independently or jointly with the affiliates acquired more than 50 percent from total quantity of the voting securities of the issuer conforming to the requirements established in Art. 2 of h (2) the Join-stock companies law and it is not exempted from implementation of this offer. The obligatory public offer for receipt of control which is carried out the unique time is in that case initiated;
b) the issuer - in case of acquisition of own securities in the cases provided by Art. 78 of the Join-stock companies law;
c) the insider of society corresponding to one of the criteria provided in Art. 2 of h (2) the Join-stock companies law - in case of acquisition or security sale - in cases when the issuer of the securities which are subject of public offer does not observe the requirement to disclosure of information in the security market.
7. The voluntary public offer in the secondary market is performed:
a) physical person or legal entity which independently or jointly with the affiliates intends to acquire more than 50 percent of the voting shares of certain issuer which are in circulation.
In this case the voluntary public offer for receipt of control is performed;
b) any physical person or legal entity which shall not, but wishes to acquire or sell securities by means of public offer.
8. Effective period of public offer shall constitute at least 30 and no more than 60 calendar days from the date of the announcement.
9. Conditions of public offer shall be identical to all owners of the corresponding securities or potential buyers.
10. Any information provided by the issuer to one offerer is subject to immediate provision in similar amount to other offerers.
11. When implementing public offer the following principles are observed:
a) in case of the announcement of obligatory public offer for receipt of control insiders of joint-stock company have the right to alienate the shares in accordance with the terms of the announced offer;
b) in case of the announcement of public offer for sale insiders of joint-stock company have the right to acquire shares in accordance with the terms of the announced offer;
c) in case of the announcement of public offer on acquisition insiders of joint-stock company, the voting shares of the issuer having the right to alienate the securities in accordance with the terms of the announced offer except for owning jointly with the affiliates in more than 50 percent;
d) in case of the announcement of voluntary public offer for receipt of control the insiders of joint-stock company owning jointly with the affiliates in more than 50 percent of voting shares of the issuer, having the right to alienate the shares in accordance with the terms of the announced offer, only if the issuer opened exclusive information which could influence the price of securities;
e) in case of the announcement of public offer for sale by means of auction based on the special regulations approved or approved with the National commission, this offer is not registered in the National commission, and insiders-buyers have the right to acquire securities in accordance with the terms of the announced offer.
12. Person which performed in the secondary market obligatory public offer for receipt of the control having the right for six months from the date of expiration of this offer without registration of the new offer in the National commission to acquire securities in accordance with the terms of earlier registered offer. If the offerer intends to use this right, these provisions will be included in the avenue of public offer.
13. Payment of the securities traded within public offer is performed only by money.
14. Throughout all effective period of public offer the offerer has no right:
a) excellent from specified in public offer by method directly or indirectly to buy up or agree about buying up of the securities which are subject of the relevant proposal;
b) sell the securities specified in public offer.
15. The public offer is performed by means of the professional participant of the security market performing the main broker or dealer activities.
15-1. After the announcement the public offer cannot be withdrawn by the offerer.
15-2. The expenses connected with opening of customer accounts within public offer and also with transfer of securities in nominal ownership addressed to the broker, become covered by the offerer.
16. The public offer of securities includes the following stages:
a) adoption by the offerer of the decision on implementation of public offer;
b) conclusion of contracts with intermediaries of public offer: with the company having the license for the main broker or dealer activities (further - the broker), and with registrar which keeps the register of owners of the securities which are subject of public offer;
c) registration of the prospectus of public offer in the National commission;
d) announcement of public offer;
e) obtaining by the broker of requests of owners of the securities which accepted conditions of public offer on acquisition;
f) adoption by the offerer of the decision on satisfaction of the proposals made within public offer on acquisition;
g) registration of transactions of purchase and sale of the securities traded within public offer;
h) publication of results of public offer;
i) submission of the report on results of public offer to the National commission.
17. The decision of the offerer on implementation of public offer shall contain necessary data for creation of the prospectus of public offer, including:
a) name of the issuer;
b) the number of securities which the offerer owns jointly with the affiliates;
c) type of public offer;
d) effective period of public offer;
e) procedure for determination of the price offered within public offer;
f) transfer of the money necessary for payment of securities of public offer into the account of the broker rendering services within public offer on acquisition;
g) procedure for the announcement of public offer;
h) procedure for satisfaction of the requests which arrived from owners of securities (for public offer on acquisition);
i) the number of securities which is subject to acquisition by affiliates within obligatory public offer on acquisition if the public offer is initiated by at least than two persons from among affiliates;
j) persons, representatives to sign the prospectus of public offer and the contract with the broker and the registrar.
18. If the offerer is legal entity, the decision on implementation of public offer is made by its governing body authorized according to charter provisions, signed by the chairman and the secretary of meeting, depending on case, and their signatures are witnessed according to the procedure, stipulated by the legislation.
19. If the decision on implementation of public offer for receipt of control is made by group of affiliates, this decision is signed by all affiliates specified in the made decision, and samples of their signatures are certified by the notary.
20. No. 9/6 is excluded according to the Resolution of the National commission on the RM financial market of 01.03.2012
21. The offerer has the right to sign the service agreement of public offer with any broker company having the license granted by the National commission.
22. In the agreement signed with broker company join as well the provisions relating to adherence to deadlines of transfer by the offerer of money into the account of the broker and purchase and sale of the offered securities on the stock exchange.
23. The declaration of the broker in which it shall is attached to the agreement signed with the broker:
a) service public offer in full accordance with provisions of the legislation and prospectus of public offer;
b) not disclose price information of securities, offered by the offerer within public offer, to its official announcement;
c) not use the confidential information obtained during creation of the agreement, for personal reasons, including for making, directly or by means of the third parties, transactions of purchase and sale of the securities which are subject of public offer for the purpose of profit earning.
24. In case of the conclusion of the contract with broker company it is considered, depending on case, availability of conflicts of interest between the broker and the offerer and/or other clients.
25. The broker company or the registrar servicing public offer, the consulting services having the right to provide to the offerer in the part relating to making of public offer including in case of creation of necessary documents, only based on the separate agreement on provision of these services.
26. The service agreement of public offer signed by the offerer with the registrar who keeps the register of owners of the securities which are subject of public offer on acquisition shall provide including:
a) data on owners of securities which will be included in the list issued to the offerer according to provisions of Art. 21 of h (7) the Law on the security market if information on initiation of public offer will be brought by the offerer to the attention of owners of securities;
b) time for notification of owners of securities about initiation of public offer by the registrar - if this order is assigned to the registrar according to the signed agreement.
27. The declaration of the registrar on capture on itself non-disclosure obligations of information on initiation of public offer to its official announcement, and also about non-use of the confidential information obtained during creation of the agreement for personal benefit, including for making by means of the third parties of transactions of purchase and sale of the securities which are subject of public offer for the purpose of profit earning also is attached to the agreement signed with the registrar.
28. The contract with the registrar which keeps the register of owners of the securities which are subject of public offer does not consist if:
a) the public offer for sale is initiated;
b) owners of securities are notified on initiation of voluntary public offer only by means of the announcement in the press.
29. For registration of the prospectus of public offer in the National commission the offerer or his representative submits the following documents constituted in state language:
1) the Statement for registration of public offer in which all documents attached to it, with indication of the number of sheets of each document, and also with the note that the document is submitted in the verified copy or in the original are listed. The application is signed:
a) the offerer or his representative if offerer is the physical person;
b) person and/or persons authorized according to charter provisions - if offerer is the legal entity;
c) the representative authorized by group of affiliates in case of initiation of public offer for receipt of control by several persons. The offerer the legal entity will constitute the corresponding statement on the letterhead of society.
1-1) Decision of the offerer of the legal entity on implementation of public offer.
2) the Prospectus of public offer - in 2 copies - in the original. After registration of the prospectus of public offer, one copy with the note "Is registered" returns to the offerer.
3) the List of affiliates of the offerer constituted according to the procedure, the Law on the security market established in Art. 3, according to the sample developed by the National commission, including the following data:
- full name of the affiliated legal entity, number of state registration, the address, affiliation if these persons own securities is specified also the quantity of the securities belonging to them which are subject of public offer;
- surname and name of physical person, affiliation and the quantity of the securities belonging to it which are subject of public offer.
If affiliates according to some criteria established in Art. 3 of the Law on the security market are absent the note is made of the heading corresponding to this criterion "are absent".
The list of affiliates is signed by the offerer according to the procedure, the h provided in item 29 (1).
4) Copy of the contract with broker company.
5) the Copy of the contract with the registrar - for public offer on acquisition.
6) the Documents confirming determination of the price offered within public offer according to provisions of Art. 21 of h (4) the Law on the security market, namely:
a) the certificate granted by stock exchange on market value of the securities which are subject of public offer; and/or
b) the valuation report of securities constituted by the company licensed by the National commission; and/or
c) the financial statement of the issuer of the securities which are subject of public offer on the last reporting date, with the conclusion of the independent auditor; and/or
d) the certificate issued to the offerer by stock exchange on the weighted average price of the securities which are subject of public offer, registered at the exchange in the last 12 months, preceding date of initiation of public offer.
7) the Document guaranteeing accomplishment by the offerer of obligations according to this offer according to following:
a) the certificate issued by financial institution on availability of the money of the offerer necessary for covering of the obligations undertaken within public offer; and/or
b) the confirmation issued by the broker company servicing public offer about transfer by the offerer into the account of the company of necessary money; and/or
c) the guaranty letter issued by financial institution or other guarantor for benefit of the intermediary (broker company) who will make payment of securities on the amount covering all cost of the offer or on the amount necessary for replenishment of own means of the offerer (if the cost of the offer exceeds cash amount of the offerer).
8) The copy of the statement from the State register of legal entities issued to the offerer by the State registration chamber - if offerer is the legal entity, and the copy of the certificate on its state registration certified by seal and the signature of officials of the offerer.
9) Copy of the identity certificate or passport of the offerer of physical person.
10) the Copy of the permission issued by National Bank of Moldova about ownership of essential share in the authorized capital of the issuer of the securities which are subject of public offer if:
a) offerer is the financial institution;
b) the offerer intends to acquire the securities issued by commercial bank, in the quantity equal or exceeding essential share, stipulated by the legislation, regulating activities of financial institutions.
11) the Copy of the power of attorney confirming powers of the representative of the offerer, and the copy of the document proving his identity - if the offerer delegates given power.
12) Contents of the announcement of public offer which shall be published and/or sent to owners of securities.
13) the Declaration on the top price offered by the offerer or his affiliates during transactions on acquisition of the securities which are subject of public offer, except for the issuer when implementing public offer according to the item of 6 subitems of b). In case the offerer or his affiliates did not participate in transactions on acquisition, the declaration on nonparticipation in transactions is submitted.
14) the Statement from the register of owners of securities confirming the number of the securities which are in ownership of the offerer and his affiliates depending on case.
15) the Copy of constituent documents and powers of attorney of representatives of the legal entities constituted according to provisions of the current legislation - if offerer and/or his representative is the foreign legal entity (nonresident).
16) Information on structure of shareholders/unitholders of the offerer to the level of physical person - if offerer is the legal entity from offshore zone.
17) the Copy of the order on introduction by the offerer of the payment for registration of public offer provided in appendix No. 2 to the resolution of Parliament of the Republic of Moldova on approval of the budget of NKFR for the corresponding year.
18) the Statement of the offerer on the responsibility according to which the documents submitted for registration of the prospectus of public offer contain reliable information about the offerer and his affiliates.
30. The statement and documents submitted for registration of the prospectus of public offer are considered in time, not exceeding 10 working days from the date of their submission to the National commission, and in case of their full compliance to the requirements established by regulations, the National commission approves the resolution on registration of the prospectus of public offer. The term of consideration can be increased up to 20 working days if it is necessary to perform stock exchange transactions as a result of which the price offered within the offer was created.
31. If as a result of consideration of the documents submitted for registration of the prospectus of public offer their discrepancy with the requirements established by the legislation is found, and/or documents were submitted not in full, and/or documents were not constituted and provided as this Instruction provides, and/or they do not contain all necessary information, the National commission has the right to specify to the offerer the allowed violations and shortcomings and to provide it the term for their elimination which is not exceeding 45 days.
32. In case of approach of the case specified in the item 31, the term of consideration of the application registration of public offer is calculated repeatedly from the date of submission to the National commission of the made changes and/or the documents submitted for the purpose of elimination of the established violations and shortcomings.
33. If the offerer in time established in the item 31, does not undertake adequate measures for elimination of violations and shortcomings and does not take back submitted documents, the National commission does not bear responsibility for their storage.
33-1. The national commission has the right to refuse registration of the prospectus of public offer if violations of the provisions of the legislation in case of transactions which formed the basis for pricing or in the report of assessment constituted by the estimative company were established.
34. In case of creation and approval of the prospectus of public offer, according to Art. 21 of h (1) the Law on the security market, the offerer should take into account and requirements established by this Instruction. In case of creation of the prospectus in foreign language the original of the prospectus and its transfer in the state language certified according to the procedure, established by the legislation are represented to the National commission.
35. The prospectus of public offer shall contain:
1) the Legal details of the offerer including information about:
a) full name, legal address, number and date of state registration, contact telephone number, surname and name of the administrator, core activities of the offerer of the legal entity, the size of the authorized capital and equity on the last reporting date;
b) surname and name, home address and/or location, contact telephone number of the offerer of physical person.
2) Type of public offer. Depending on the purpose or from the face, initiating public offer, the following types of public offer differ:
a) obligatory public offer for receipt of control;
b) voluntary public offer for receipt of control;
c) public offer on acquisition;
d) public offer for sale;
e) public offer for sale or on the acquisition of securities initiated by the insider;
f) competitive public offer;
g) the public offer initiated by the issuer in case of acquisition of own securities.
3) Legal details of the issuer whose securities the offerer intends to acquire or sell:
- full name, legal address, number of state registration, surname and name of the administrator, core activities.
4) the Characteristic of class of the securities which are subject of public offer:
a) type of securities, the ISIN code, nominal value, the granted rights;
b) the number of the securities of this class issued by the issuer.
5) Quantity and share of the securities of the corresponding class belonging to the offerer and his affiliates according to following:
a) quantity and share of the securities of the corresponding class belonging to the offerer and his affiliates;
b) quantity and share of the securities belonging to the offerer;
c) quantity and share of the securities belonging to affiliates of the offerer.
6) Quantity and share of the securities which are subject of public offer:
a) quantity and share of securities which according to intentions will be acquired within public offer, or
b) quantity and share of the securities offered for sale.
7) the Price of acquisition or sale of one security offered by the offerer and procedure for its determination.
8) Date of the announcement of public offer.
9) the Procedure for informing owners of securities and the public about initiation of public offer on acquisition or public offer for sale.
10) Effective period of public offer.
11) the Instruction of procedure for representation by persons who accepted conditions of public offer on acquisition, requests for sale of the securities belonging to them.
12) the Specification of cases, procedure and terms of withdrawal of the requests submitted by owners of securities within public offer on acquisition.
13) the Procedure for exposure of the securities which are subject of public offer for sale on the Stock exchange.
14) the Procedure for satisfaction with the offerer of the applications for sale submitted by owners of securities within public offer for acquisition.
15) Information on financing of public offer and on procedure for execution by the offerer of the obligations on this public offer.
16) Date of transfer by the offerer of money into the account of the broker.
17) Legal details of the intermediaries servicing this offer: broker company and registrar which keeps the register of the securities which are subject of the offer according to following:
- full name, legal address, license number and date of its issue, surname and name of the administrator, contact telephone number.
18) Intention of the offerer to acquire securities for six months from the date of expiration of obligatory public offer for receipt of control.
35-1. The offerer shall provide access for the public to the prospectus of the offer in form and with the content registered by the National commission since date of publication of the announcement of public offer.
36. In case of initiation of public offer on acquisition, determination of the price of the securities which are subject of public offer it is performed according to provisions of Art. 21 of the Law on the security market, according to following.
The price specified in public offer acquisition shall be at least equal to top price from the following two prices:
a) the top price paid by the offerer or his affiliates in the last six months, preceding date of giving in the National commission of the statement for registration of the offer;
b) the weighted average price registered within the transactions which are carried out in the auction mode in the last six months, preceding date of giving in the National commission of the statement for registration of the offer.
37. The price is determined according to provisions of item 36 and item of 39 subitems of a) in cases when the security transactions of the issuer performed in the stock exchange market in the last six months, preceding giving in the National commission of the statement for registration of the offer, reached the amounts specified in Art. 21 of h (4-2) Laws on the security market.
38. If in case of determination of the weighted average price registered within the transactions made in the auction mode in the last six months, preceding giving in the National commission of the statement for registration of the offer are taken into account and transactions performed by the offerer or his affiliates in whom the price paid by them was above the calculated weighted average price public offer it is performed on the top price paid by the offerer or his affiliates.
Example:
Let's assume that from 10 transactions made on the stock exchange in 5 the offerer and/or his affiliates were involved. In case of determination of weighted average price are taken into account of all 10 transactions. After carrying out calculations, weighted average price will make 5 lei for one security. At the same time, if at least in one transaction from 5 transactions performed by the offerer the price exceeding 5 lei, for example - 7 lei was paid, the acquisition price will be equal to 7 lei for one security in the offer initiated by the offerer.
39. If provisions of item 36 cannot be applied, the price is determined according to Art. 21 of h (4-1) Laws on the security market, with acceptance in attention at least two of the following criteria:
a) weighted average price of securities in the transactions for the last 12 months preceding giving in the National commission of the statement for registration of the offer;
b) the net assets value falling on one security according to the last audit of financial condition of the issuer;
c) the estimated value of securities determined to not affiliated issuer by the company by securities valuation and assets relating to them.
40. For implementation of public offer for receipt of control the price is determined taking into account all 3 criteria and it, at least, will be equal to the highest of the received prices.
41. When implementing public offers on acquisition the price offered by the offerer shall be to at least equal top price received as a result of its determination with use at least of two of the criteria specified in item 39.
42. Criteria will be applied in alphabetical order, established in Art. 21 of the p. (4-1) Laws on the security market.
43. The first criterion is determination of weighted average price of securities in transactions for the last 12 months. If this criterion cannot be applied because of discrepancy of quantity of the securities traded according to the requirements established in Art. 21 of h (4-2) Laws on the security market, or because of determination of these transactions as suspicious or as manipulation in the market, then the following two criteria provided in Art. 21 of h (41) the item b) and the item c are applied) the Law on the security market.
44. If in case of determination of the price the first two criteria provided in Art. 21 of h can be applied (41) the item a) and the item b) the Law on the security market, the criterion provided in Art. 21 of h (4-1) items c) the Law on the security market is applied at the request of the offerer.
45. The price of securities in public offer for sale is established by the offerer, except for exposure to security sale, the making more than 50 percent from total quantity of the voting securities of the issuer which are in circulation which are exposed at the price established according to provisions of item 39 and item 40 of this Instruction.
46. In case of determination of the price the prices created owing to manipulation are not considered.
47. When implementing by the issuer of public offer for the purpose of acquisition of the securities placed according to provisions of Art. 78 of the Join-stock companies law, the price of acquisition will be equal to share market value.
48. If market value of securities cannot be calculated, the price of acquisition of securities is determined by the issuer according to item 47 with use of two of the criteria provided in Art. 21 of h (41) the Law on the security market, according to the procedure, established in item 39 and item 43 of this Instruction.
49. The announcement is performed by the offerer of public offer in time no more than 7 days from the date of publication in the Official monitor of the Republic of Moldova of the resolution of the National commission on registration of the prospectus of public offer and receipt of the registered prospectus in the National commission, way:
a) publications of the announcement of public offer in the publication specified in charter of joint-stock company, and in case of obligatory public offer on receipt of control as well
b) by means of the personal notification of owners of securities.
The personal notification of owners of securities within public offer on acquisition can be performed, at the request of the offerer, only by the independent registrar.
50. The announcement of the offer shall contain at least:
a) legal details of the offerer;
b) legal details of the issuer of the securities which are subject of public offer;
c) class and the number of the securities belonging to the offerer and his affiliates before implementation of public offer;
d) the number of the securities which are subject of public offer;
e) the price offered for one security;
f) effective period of public offer;
g) legal details of the broker company servicing the offer and contact telephone numbers;
h) data on the place and time when persons interested can examine contents of the prospectus of public offer.
51. In case of initiation of obligatory public offer for receipt of control, the personal notification is performed by the offerer or the registrar depending on provisions of the contract with the registrar.
52. If the public offer is not obligatory for receipt of control, the personal notification of owners of securities can be performed only by the registrar.
53. If the obligatory public offer for receipt of control is initiated and the personal notification is performed by the offerer, the offerer directs to the registrar the written application according to which the last shall provide it information on owners of securities containing:
a) full name or surname and name of owners of securities;
b) address of owners of securities.
54. Information specified in the item 53, is submitted the registrar to the offerer not later than three days from the date of publication of the resolution of the National commission in the Official monitor of the Republic of Moldova.
55. If the personal notification of owners of securities is performed by the registrar, the term of sending notifications shall not exceed the term specified in item 49.
56. After the announcement of public offer, the owner of securities who accepted public offer sends to the broker servicing public offer, the offer on sale the securities belonging to it. The offers on security sale provided by their owners are registered the broker free of charge. At the same time addressed to the broker orders about transfer of securities in nominal ownership are filled in.
57. Throughout the entire period of effective period of public offer the broker provides to the offerer information on the arrived requests for security sale.
58. Next day after the expiration of public offer the broker provides to the offerer information on the requests for security sale deposited and not withdrawn throughout public offer.
59. Based on information provided by the broker the offerer no more than in three days makes the decision on satisfaction of requests for sale including the list of the satisfied requests with indication of:
a) full name or surname, name of the seller;
b) the number of the securities allowed for acquisition.
Based on this decision, to the broker the exchange message on acquisition is delivered on execution.
60. Based on requests for security sale and decisions of the offerer on satisfaction of requests for sale, the broker represents to the registrar of the order about transfer of securities to nominal ownership.
61. In case of implementation of obligatory public offer according to provisions of Art. 84 of h (5) the Join-stock companies law, the offerer shall acquire all securities offered for sale.
62. If in established by public offer term requests for sale of such quantity of securities which equally or exceeds the quantity specified in the offer are deposited, the offerer shall buy up these securities in quantity not smaller specified in the offer, having satisfied requests completely or on pro rata basis.
63. If requests for sale smaller are deposited with the time established by public offer, than it is specified in the offer, the number of securities, the offerer has the right to refuse accomplishment of the obligations or to buy up these securities, having satisfied all requests.
64. Within five working days from the date of expiration of public offer, according to the decision of the offerer on satisfaction of requests for security sale within public offer and based on transfer orders (orders of the nominal owner) constituted by the owner of securities, the broker begins carrying out on the Stock exchange of Moldova of the transaction on public offer.
65. On completion of calculations, within accomplishment of conditions of public offer, the broker submits to the offerer the report on the securities which are on its account and on money withdrawal for payment of the corresponding securities.
66. The registrar or the nominal owner bears responsibility according to the legislation for the damage caused to owners of securities owing to inappropriate execution of the obligations within implementation of public offer.
66-1. The offerer bears responsibility according to the legislation for non-execution, inappropriate or overdue execution of undertaken obligations.
67. In time no more than 10 working days from the date of expiration of public offer the offerer shall publish in the publication specified in the charter of society and submit the National commission the report on results of public offer containing the following information:
1) date of creation: ZZ/LL/AA;
2) name of the offerer and broker company;
3) name of the issuer of securities;
4) number and date of the resolution of the National commission on registration of the prospectus of public offer;
5) the number of securities requested within public offer on acquisition or offered within public offer for sale;
6) quantity and share of the securities deposited within public offer into acquisition;
7) the quantity of the securities acquired or sold by the offerer and total amount of payment of these securities;
8) share of the securities belonging to the offerer and his affiliates on completion of public offer;
9) date and procedure of payments with owners of securities.
68. The report is signed by the offerer and/or his legal representative. The offerer the legal entity constitutes the report on the letterhead of society.
69. The report is submitted and in case securities were not acquired or sold.
70. Are applied to the report:
a) confirmation of the registrar or offerer about the personal notification of shareholders, with appendix of evidential documents, in case of obligatory offers for receipt of control, and also when the prospectus provides the personal notification in case;
b) copies of the announcements published in the publication established in the charter.
71. Security sale in the conditions of public offer can be carried out in the following forms:
a) securities are offered as single packet (single lot) which can be acquired by the unique buyer or several buyers unitholders;
b) securities are divided into several single packets of securities (several lots) identical or different in the size which can be acquired separately by several buyers or, depending on case, the unique buyer.
72. The procedure for carrying out transactions with single packets on the stock exchange is established in Regulations on the organization and the carrying out transactions with single packets of securities approved by the Resolution of the National commission No. 31/10 of 18:12. 2003, with subsequent changes and amendments. The auction with single packets is performed in closing day of public offer. For the second working day after implementation of auction the transaction is registered in SAIT of stock exchange in section of direct transactions, in option public offer in the secondary market.
73. The offerer can make to the avenue of public offer changes and amendments which are not contradicting the legislation with registration condition in the National commission.
74. The specified changes and amendments shall be provided for registration to the National commission not later than 10 days before the expiration of the announced date of completion of public offer.
75. The national commission makes the decision on registration of changes and amendments to the prospectus of public offer within five working days from the date of their representation.
76. If the offerer makes changes and additions to public offer, he has the right to extend the announced proposal validity which as a result shall not exceed 60 days from the date of the announcement of public offer. The period from the date of filing of application about change and/or amendment of public offer before date of publication in the Official monitor of the Republic of Moldova of the resolution of the National commission on data recording of changes and amendments inclusive is not considered in case of determination of proposal validity.
77. After registration of changes and amendments to public offer the offerer shall inform within three working days on it owners of securities and/or the public (potential investors) in the same order in which it was announced public offer.
78. Any person, except for the issuer, the competitive public offer on acquisition which subject are the same securities according to the following conditions can declare:
a) subject of competitive public offer is at least the same number of shares and/or the purpose of this offer is achievement of the same share of the authorized capital, and also
b) suggested price of the high price offered in the first offer.
For obligatory public offer on receipt of control the competitive public offer cannot be announced.
79. If after registration of the first public offer for acquisition in the National commission also other offers corresponding to criteria of the competitive offer arrived, public offer price is established within the auction.
80. Competitive offers can be represented to the National commission for registration within 10 working days from the date of publication in the Official monitor of the Republic of Moldova of the resolution of the National commission on registration of the first offer. Fixed term begins from the next day after date of publication of the resolution of the National commission in the Official monitor of the Republic of Moldova.
80-1. The violations and shortcomings revealed by the National commission as a result of consideration of the documents submitted for registration of the competitive offer shall be eliminated within one day from the date of the notification.
81. After the expiration specified in the item 80, in case when the statement for registration of the competitive offer, and also the submitted documents in accuracy conform to the requirements established by regulations, the National commission approves the resolution on suspension of the first offer / the first offers and determines date when in the National commission the auction for increase in the prices offered by offerers within the initiated offers is held.
82. Offerers are notified on date and time of holding the auction in writing.
83. In the specified day and time offerers and/or their representatives, representatives to raise the prices on this public offer, are in the National commission. Not been offerer and/or his representative are disqualified.
84. Offerers can raise the prices by filling of form within one round of auction which lasts no more than five minutes.
85. Upon completion of each round of auction participants are told new prices then the new round of auction follows.
86. The auction continues so far over one round there is no change of suggested price.
87. The protocol of auction is signed by all offerers participating in auction and the members of the Auction commission appointed by the resolution of the National commission.
88. The offerer who offered higher price shall within no more than 24 hours after completion of auction provide to the National commission of the amendment to the prospectus of public offer and to the documents guaranteeing accomplishment of the obligations undertaken by the offerer proceeding from increased price.
89. If the documents specified in the item 88, the offerer are not submitted at the scheduled time it is disqualified, and the auction continues with the assistance of other offerers.
90. If several offerers offer the same price, offers are closed in the same time, but no more than 60 days from the date of the announcement of the first offer.
91. Offers in which suggested prices it is less or in which offerers were disqualified respond.
The broker who serviced the withdrawn offer shall within three days from the date of publication of the resolution of the National commission on registration of the competitive offer to inform the National commission and the broker who services the competitive offer, about the statements which arrived from owners of securities which accepted conditions of the first offer.
92. If the price offered in the first offer increases during the auction and becomes top price, in case of determination of proposal validity the period of suspension of this offer is not considered.
93. Implementation of public offer for the purpose of prevention of fall of security price can be initiated by the issuer only if securities of the issuer are included in I or II levels of the quotation and the price of securities of certain class fell in transactions below their market value, according to provisions of item 94.
94. It is considered that the security price falls, in case when there are next events:
a) securities of the issuer are traded on the stock exchange on I or at the II level of the quotation within at least six months;
b) the amount of security transactions exceeds the amount provided in Art. 21 of h (4-2) Laws on the security market in relation to the size of the authorized capital of the issuer;
c) the prices of securities in transactions fall more than for 30 percent in comparison with market value;
d) the number of the securities traded at lower prices according to the subitem c), makes more than 5 percent from being in security circulation of the corresponding class, issued by the issuer;
e) fall of the price of securities is not caused by deterioration in financial and economic provision of the issuer or financial crisis.
95. For registration of the public offer specified in the item 93, the issuer will provide to the National commission:
a) the statement on receipt of permission of the National commission according to which the issuer has the right to buy up the securities;
b) the certificate of stock exchange on market value of securities of the corresponding class with appendix of statistics of transactions owing to which market value, and transactions in which the prices are lower than market value was created;
c) confirmation of disclosure of information on the issuer which can influence the price of securities;
d) the minutes of authorized body of the issuer who made the decision on buying up of securities with appendix of the analysis and/or the issuer's arguments concerning fall of the price and negative impact of fall of the price, and also the issuer's researches for the purpose of identification of manipulation the prices (depending on case);
e) contents of the announcement of buying up of own securities;
f) the declaration of the issuer that insiders of society are not involved in security transactions according to which the price began to fall;
g) the copy of the payment order about payment of the registration fee of public offer.
96. The national commission considers the submitted documents within three working days from the date of their representation and issues the conclusion according to which it is allowed or it is not allowed to the issuer to buy up securities.
97. The refusal in permission to acquisition of securities for the purpose of prevention of fall of rate is issued if:
a) according to provisions of Art. 78 of h (8) the Join-stock companies law, society has no right to buy up the placed securities;
b) the conditions provided in item 94 are not satisfied;
c) the manipulations in transactions made intentionally for the purpose of fall of the price were established;
d) during consideration of the documents submitted for issue of the conclusion, the price began to grow or the public offer on acquisition at higher price was initiated.
98. The price of acquisition of securities shall be below the market value preceding start date of fall of the price of securities.
99. The issuer has the right to acquire securities in the limits specified in the statement and in the announcement sent to the address of the National commission and owners of securities, or in the limits set when the price stopped to fall.
100. The issuer submits the National commission the report on results of acquisition of securities for the purpose of prevention of fall of rate within three days from the date of implementation of the offer.
101. If the number of the securities offered for sale exceeds the limits set in the statement of the issuer the last can acquire only them after issue of new permission by the National commission.
It is excluded according to the Resolution of the National commission on the RM financial market of 01.03.2012 No. 9/6
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The document ceased to be valid since July 31, 2015 according to Item 2 of the Resolution of the National commission on the financial market of the Republic of Moldova of June 16, 2015 No. 33/1