RESOLUTION OF THE MINISTRY OF FINANCE OF THE REPUBLIC OF BELARUS

of December 11, 2009 No. 146

About approval of the Instruction about some questions of release and state registration of securities

Based on Item 1 of the resolution of Council of Ministers of the Republic of Belarus of September 10, 2009 No. 1163 "About some questions of release, the address and repayment of securities", Item 10 of the Regulations on the Ministry of Finance of the Republic of Belarus approved by the resolution of Council of Ministers of the Republic of Belarus of October 31, 2001 No. 1585 "Questions of the Ministry of Finance of the Republic of Belarus", the Ministry of Finance of the Republic of Belarus DECIDES:

1. Approve the enclosed Instruction about some questions of release and state registration of securities.

2. Recognize to invalid:

the resolution of Committee on securities under Council of Ministers of the Republic of Belarus of April 11, 2006 No. 09/P "About approval of the Instruction about procedure for release and state registration of securities" (The national register of legal acts of the Republic of Belarus, 2006, No. 72, 8/14346);

Item 2 of the resolution of the Ministry of Finance of the Republic of Belarus of September 12, 2006 No. 112 "On regulation of the security market" (The national register of legal acts of the Republic of Belarus, 2006, No. 166, 8/15099);

the resolution of the Ministry of Finance of the Republic of Belarus of November 19, 2007 No. 168 "About modification and amendments in the resolution of Committee on securities under Council of Ministers of the Republic of Belarus of April 11, 2006 No. 09/P" (The national register of legal acts of the Republic of Belarus, 2007, No. 304, 8/17670);

Item 3 of the resolution of the Ministry of Finance of the Republic of Belarus of February 28, 2008 No. 27 "About modification and amendments in some regulatory legal acts regulating the security market" (The national register of legal acts of the Republic of Belarus, 2008, No. 108, 8/18718);

the resolution of the Ministry of Finance of the Republic of Belarus of October 14, 2008 No. 148 "About modification and amendments in the resolution of Committee on securities under Council of Ministers of the Republic of Belarus of April 11, 2006 No. 09/P" (The national register of legal acts of the Republic of Belarus, 2008, No. 275, 8/19737).

3. This resolution becomes effective after its official publication.

 

Approved by the Resolution of the Ministry of Finance of the Republic of Belarus of December 11, 2009 No. 146

The instruction about some questions of release and state registration of securities

Chapter 1. General provisions

1. The instruction about some questions of release and state registration of securities (further - the Instruction) determines procedure for release, prohibition or suspension of release, continuation of share issue and bonds (further - securities), placements of securities, except for features of release and share placing of the open joint stock companies created in the course of privatization of state-owned property or by transformation of the state, rent companies and also some questions of state registration and exception of the State register of securities.

2. In this Instruction the following terms and their determinations are applied:

the stock exchange market - the market in which placement of securities is performed by transactions of purchase and sale of these securities through trade system of Belarusian Currency and Stock Exchange open joint stock company (further - the exchange);

the curb market - the market in which placement of securities is performed by transactions of purchase and sale of these securities out of trade system of the exchange;

the discount income - the income in difference type between the price of acquisition of the bond and the price of its repayment at par value;

the closed subscription - placement of additional shares among shareholders, and in private company as well among the narrow group of people determined by the charter of private company, or the group of people which procedure for determination is performed according to the charter of this society by carrying out subscription in the curb market;

the closed sale of bonds - placement of registered bonds among in advance individually certain group of people which number does not exceed hundred, by the conclusion of purchase and sale agreements in the curb market;

converting - placement of bonds of one release among bondholders of the previous release (the previous releases) by exchange for bonds of the previous release (the previous releases);

open sale of shares - placement of additional shares among the unrestricted group of people by transactions of purchase and sale in the stock exchange market;

open sale of bonds - placement of bonds among the unrestricted group of people by transactions of purchase and sale in the curb market and (or) in the stock exchange market;

open subscription - placement of additional shares among the unrestricted group of people by carrying out subscription in the curb market;

interest income - the income in percent type to nominal value of the bond paid to the bondholder in case of its repayment or periodically during bond circulation period;

permanent interest income is the income paid one-timely in case of bond redemption or periodically during bond circulation period at the rate established by the issuer in the form of the fixed percent to nominal value of the bond. At the same time the issuer has the right to establish rate of the income paid periodically, separately on every period;

variable interest income is the income paid by the issuer depending on change of the indicators used for determination of the income (for example, refunding rates of National Bank) which values cannot change depending on the issuer's discretion;

placement of securities - making of the civil transactions or other legally significant actions directed to emergence of the property right to securities at their first owner according to the procedure and on the conditions established by the decision on issue of securities;

circulation period of bonds - the period from start date of placement on start date of bond redemption established by the decision on bond issue. For calculation of circulation period of bonds day of the beginning of placement and day of the beginning of bond redemption are considered in one afternoon;

current value of the bond - bond value for certain date in the period of its address.

The terms "consolidation of shares" and "share split" are used in the values determined by part eleven of article 70 of the Law of the Republic of Belarus of December 9, 1992 "About economic societies" (Vyarkho¸naga Savet's Vedamastsi of Respubliki Belarus, 1992, No. 35, Art. 552; National register of legal acts of the Republic of Belarus, 2006, No. 18, 2/1197).

3. The list of the documents submitted for state registration of securities in the State register of securities (further - state registration of securities), registration of release of exchange bonds, issues of the duplicate of the certificate on state registration of securities, registration of the prospectus of the issue of securities (further - the prospectus of the issue), registration of changes in the prospectus of the issue, assurances of summary of open subscription (sale) to securities (further - summary), modification of the State register of securities (further - ministerial procedures), the term of their consideration and effective period of the documents issued when implementing ministerial procedures are provided by Items 15.19-15.22 of the single list of the ministerial procedures performed by state bodies and other organizations concerning legal entities and individual entrepreneurs the Council of Ministers of the Republic of Belarus approved by the resolution of February 17, 2012 No. 156 (The national register of legal acts of the Republic of Belarus, 2012, No. 35, 5/35330) (further - the list of ministerial procedures).

4. The documents provided by Items 15.19 and 15.21 of the list of ministerial procedures can be provided to Department on securities of the Ministry of Finance of the Republic of Belarus (daleedepartament on securities), departments (management) of securities of head departments of the Ministry of Finance of areas Minsk) (further - territorial authority on securities) by single packet in one copy, except for decisions on share issue or bonds which shall be provided separately concerning each category of shares, each type of preferred shares, each bond issue, in cases of simultaneous decision making:

about share issue of different categories, several types of preferred shares if dates of the open (closed) subscription or open sale of shares match;

about two and more bond issues if start dates of carrying out the open (closed) sale of bond issues match.

5. Carrying out the open (closed) subscription, open sale of shares at the price below nominal value is not allowed. Nominal value of in addition issued shares cannot be other than the par value per share of joint-stock company registered in the State register of securities.

6. Par value per share shall be expressed in Belarusian rubles and to be multiple to the whole ruble.

7. Carrying out the open (closed) subscription open (closed) sale of bonds in the curb market is performed by the issuer or according to its order the professional participant of the security market (daleeprofuchastnik).

8. Carrying out open security sale in the stock exchange market is performed by the professional participant who is the member of the exchange.

9. Carrying out open subscription (sale) is performed after registration of the prospectus of the issue, assurance of summary and its publication in the periodic printing edition not earlier than one month before start date of carrying out open subscription (sale) and not later than one day before start date of carrying out open subscription (sale). At the same time the data containing in the prospectus of the issue at the time of the publication of summary shall not be over three months of prescription. The prospectus of the issue and summary are constituted according to the procedure, provided by Chapter 3 of this Instruction.

10. Duration of carrying out open sale of shares shall not exceed sixty calendar days.

During open sale of shares before transactions the issuer or according to its order the professional participant has the right to perform collection of offers (requests) from persons intending to acquire shares during open sale, according to the procedure, of the stipulated in Item 141 this Instruction.

11. Duration of carrying out the open (closed) subscription shall not exceed six months.

According to the decision of general shareholder meeting prolongation of term of carrying out the open (closed) subscription, but no more than for six months is allowed.

12. The report on results of open sale of shares, open stock subscription is submitted in Department on securities, territorial authority on securities (further - registering body) no later than six months later began carrying out open sale of shares, open subscription respectively in forms according to appendices 1 and 2. In case of prolongation of term of carrying out open subscription the report on results of carrying out open stock subscription is submitted each six months.

13. In case of submission of documents for state registration of shares before the expiration of six months from start date of carrying out open sale of shares, open subscription the report on results of open sale of shares, open subscription is submitted along with the documents submitted for state registration of shares.

14. Sources of own means of joint-stock company are used in the amount providing increase in authorized fund at the amount which is not exceeding difference between net assets value and the amount of authorized fund and reserve funds of this society and size of par value per share, multiple to the whole ruble.

The amount directed to increase in authorized fund at the expense of sources of own means is calculated according to accounting data on the first day of quarter in which the decision on increase in authorized fund is made.

14-1. Carrying out open stock subscription is performed in two stages. At the first stage the issuer performs collection of offers (requests) from persons intending to acquire shares during subscription. The term during which collection of offers (requests) is performed cannot be less than seven calendar days and more than thirty calendar days. At the second stage the conclusion of agreements of stock subscription is performed. If the total quantity of shares specified in the arrived offers (requests) exceeds the planned issue amount, agreements of subscription are signed according to the procedure (on conditions), determined by the prospectus of the issue (with the investors who offered the highest price in proportion to the provided offers, etc.).

Accounting of offers (requests) of persons intending to acquire shares during subscription is conducted by the issuer (the professional participant if its services when carrying out open subscription were used) in chronological procedure in the special stitched, numbered, signed by the head or the face of the issuer (professional participant) authorized by it and under seal magazine of the issuer (professional participant). In the magazine the following data are reflected: date of submission of the offer (request), the number of shares, the offered price of one share, the name, the location, accounting number of the payer of the legal entity or surname, own name, middle name (if that is available), data on the identity document, the residence (the place of stay) of the physical person which provided the offer (request).

15. When carrying out the open (closed) subscription (sale) in the curb market of the relation of the parties are drawn up by the relevant agreement (except for open sale of bonds to bearer). Account of agreements is kept separately by each type of securities in chronological procedure in special stitched, numbered, signed by the head or the authorized person of the issuer (the professional participant if its services when carrying out the open (closed) subscription) and under seal the issuer were used (the professional participant if its services were used) the magazine.

When carrying out open security sale in the stock exchange market of the relation of the parties are drawn up according to the requirements established by the exchange in coordination with Department on securities.

The issuer (professional participant) shall ensure safety of information containing in magazines from loss (destruction), unauthorized access and introduction of unauthorized changes.

When maintaining the magazine in electronic form no later than the working day following behind day of the end of carrying out the open (closed) subscription, the magazine in electronic form is unpacked and drawn up according to requirements of part one of this Item.

When carrying out the open (closed) subscription in the magazine the following data are reflected: date and agreement number, the agreement price, the number of shares, procedure of payments, the name of the legal entity who subscribed for shares and its location or surname and initials, data on the identity document, the residence (the place of stay) of the physical person who subscribed for shares.

If the open (closed) subscription was performed by the professional participant at the request of the issuer, the professional participant no later than the working day following behind day of the end of carrying out the open (closed) subscription transfers to the issuer the magazine which is drawn up according to requirements of parts one, the fourth, fifth this Item and also the agreements signed during the open (closed) subscription.

The issuer performing the open (closed) sale of bonds of own release in the curb market shall reflect the following data in the magazine: number of state registration of bonds, date and agreement number, the agreement price, the number of bonds, the name of the legal entity who acquired bonds and its location or surname and initials, data on the identity document, the residence (the place of stay) of the physical person which acquired bonds.

The professional participant performing the open (closed) subscription (sale) at the request of the issuer shall perform accounting of agreements of the order (commission), and also the transactions made in pursuance of the specified agreements according to requirements of Chapter 6 of the Instruction about procedure of the professional activity for securities approved by the resolution of the Ministry of Finance of the Republic of Belarus of September 12, 2006 No. 112 "On regulation of the security market" (The national register of legal acts of the Republic of Belarus, 2006, No. 166, 8/15099).

16. The issuer stores magazines and agreements signed during the open (closed) subscription and also protocols on results of the biddings (when carrying out open sale of shares) is termless.

17. The contributions made in authorized capital of joint-stock company shall be brought in full in the period of forming of authorized fund, carrying out the open (closed) subscription, open sale of shares, and in case of increase in authorized fund by increase in par value per share - before state registration of corresponding changes and (or) amendments in the charter.

18. The shares acquired by the investor can be aloof only in that part in which they are already paid.

The bonds acquired during primary placement except for of bonds which release and placement are performed outside the Republic of Belarus, and also exchange bonds cannot be alienated by the buyer before their complete payment.

19. In two-month time from end date of carrying out the open (closed) subscription, open sale of shares by general shareholder meeting its results shall be approved.

In case of recognition of the open (closed) subscription, the open sale of shares which took place general shareholder meeting also the decision on share issue and changes and (or) amendments in the charter of the issuer connected with increase in authorized fund at the amount of nominal values of placed shares affirm.

In case of recognition of the open (closed) subscription, open sale of shares cancelled the issuer shall return about the dates of general shareholder meeting to investors of means received when carrying out the open (closed) subscription, open sale of shares in a month. In case of recognition of open subscription or open sale of shares cancelled from acceptance date of such decision the issuer submits within two weeks within registering body the report on results of open subscription or open sale of shares respectively in form according to appendix 2 or appendix 1.

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