of June 1, 2011 No. 275
About approval of the Regulations on release and the circulation of bonds in the Kyrgyz Republic
According to the laws of the Kyrgyz Republic "About regulatory legal acts of the Kyrgyz Republic" and "About the security market" the Government of the Kyrgyz Republic decides:
1. Approve the enclosed Regulations on release and the circulation of bonds in the Kyrgyz Republic.
2. This resolution becomes effective since January 1, 2011.
3. Publish this resolution in official mass media.
Prime Minister
A. Atambayev
Approved by the Order of the Government of the Kyrgyz Republic of June 1, 2011 No. 275
1. This Provision is developed according to the Civil code of the Kyrgyz Republic, the laws of the Kyrgyz Republic "About the security market", "About joint-stock companies".
2. This Provision establishes procedure for issue, the address, state registration of bond issue, and also condition of public offer and the prospectus of bonds.
3. State registration of bond issue, conditions of public offer of bonds and the prospectus is performed by authorized state body on regulation of the security market.
4. Transactions with the securities which did not undergo state registration in authorized state body on regulation of the security market are forbidden.
Advertizing of bond issue before state registration of bonds, conditions of public offer and the prospectus, and also disclosure of information according to requirements of the legislation of the Kyrgyz Republic is forbidden.
5. Bond emission can be the public, followed by public offer bonds, or private during which the issuer places the bonds by the personal offer.
6. In case of state registration of bond issue the state registration number is assigned to this release. The procedure for assignment of the state registration number is established by regulatory legal acts of the Kyrgyz Republic.
7. For state registration of bond issue, conditions of public offer and the prospectus the sales charge which size is established by the Government of the Kyrgyz Republic is levied.
8. In this Provision the following concepts are used:
the issuer - the legal entity incurring on its own behalf obligations to owners of securities on implementation of the rights affirmed by these securities;
the bond - the security certifying the right of her holder to obtaining from the face who issued the bond in the time of nominal value or other property equivalent provided by it. The bond grants it to the holder also the right to percent from nominal value of the bond or other property rights;
tranche - part of bonds of one release placed during the same period of time (term) which cannot be later than aggregate term of the placement established by the decision on issue of securities for all securities of this release;
the bondholder - the physical person or legal entity owning at least one bond of the issuer;
the bonds provided with gold - nominal, the negotiable bonds with the indexed nominal value with binding to gold fixing certifying the right of their owner to obtaining from the issuer of gold bullions the weight determined by the issuer in case of their release or the costs of gold bullions certifying the right of their owners to obtaining;
gold fixing - the daily price of gold for one troy ounce established by the London association of the market of precious metals (LBMA). When calculating bond value provided with gold the evening fixing of gold price established by LBMA in the day preceding day of carrying out transactions on these bonds is used;
amount of providing with gold - set of the gold bullions represented by bond issuing institution, provided with gold as providing obligations to owners of gold bullions;
bond redemption - actions of the issuer for retirement of the placed bonds by payment of remuneration and nominal value (without the purpose of the subsequent sale) bonds or its convertings in the share (shares) of the same issuer, according to the procedure, established by the prospectus of bond issue;
the code of corporate governance - the internal document of society approved by general shareholder meeting, containing the body of principles, the rules and procedures directed to observance of the rights and legitimate interests of all participants of the corporate relations, and regulating relations between bodies of society, officials and shareholders.
9. Bonds can be only nominal, freely addressing or with limited circle of the address, including issued only for skilled investors.
10. Bonds are issued in paperless form.
11. The bond shall contain the following details:
- the name of security - "bond";
- bond type;
- name of society issuer;
- nominal value;
- interest rate or procedure for its determination;
- procedure, repayment periods and interest payments;
- place and date of issue, and also number of state registration;
12. Bonds of the issuer are issued by the series consisting of homogeneous securities with equal nominal value and identical conditions of release and repayment.
13. Bonds can be issued with the fixed or floating percent from nominal value. Percent from bonds are established in case of their release.
The bond can be on sale below nominal value, and be settled at par value (discount bonds).
The extent of nominal value of the bond is not limited.
14. The issuer has the right to issue (to place) the following bonds: revocable, convertible, with the narrowed effective period and other types of bonds.
The type of bonds is determined by the issuer in case of decision making about their release and is reflected in the conditions of bond issue. Conditions of bond issue are the document containing key parameters of bonds.
Conditions of bond issue join in conditions of public offer and the prospectus of bonds (in case of public offer) and in the document confirming decision making by the issuer about bond issue.
Society has the right to issue bonds for skilled investors, at the same time requirements to the term of activities of society are not applied.
15. Callable bonds are understood as bonds which can be redeemed by the issuer from their holders before the termination of effective period.
16. Before recognition of results of release and placement of bonds taken place the issuer has no right to recall them.
17. Convertible bonds bonds which can be exchanged by their holders for shares or other securities are recognized.
18. On bonds with the narrowed effective period (puttable bond) her holder to the society having the right to show the bonds before the expiration of repayment to the redemption.
19. The issuer has the right to issue bonds under certain goods (works, services). In this case the issuer settles bonds not money, but certain goods (works, services). The bondholder has the right to demand bond redemption in cash equivalent if it is provided by release conditions. By conditions of release of such bonds interest payment on them can be also provided.
20. The issuer has the right to issue secured, unsecured and guaranteed bonds.
Secured bonds - bonds which interest payments and repayment it is provided with pledge of property of the issuer or the third parties.
With transition of the rights to the secured bond to the new owner pass all rights to its providing following from conditions of its release and the prospectus of the issue.
Unsecured bonds - bonds which have no special providing and represent common law of the requirement.
Guaranteed bonds - bonds, accomplishment of obligations on which is guaranteed by the third party (persons), in case of impossibility of their accomplishment from the issuer.
21. It is forbidden to offer publicly in case of issue of securities securities if the issuer does not register condition of public offer and the prospectus.
Stages of public issue
22. The procedure of public bond emission includes the following stages:
- adoption by the issuer of the decision on bond issue;
- state registration of conditions of public offer, the prospectus and bonds in authorized state body on regulation of the security market;
- disclosure of information on public offer of bonds;
- placement of bonds;
- recognition of results of bond issue taken place or cancelled.
Conditions of public offer of bonds
23. Conditions of public offer of bonds are the document containing the clear and available description of any conditions of public bond emission which non-execution involves the bond emission termination.
24. Conditions of public offer of bonds on the content shall correspond to appendix 1 to this Provision. Conditions of public offer of bonds are page by page numbered, sewed, signed by the head and sealed the issuer.
25. Conditions of public offer of the bond are constituted in triplicate. One copy is stored in registering body, the second - at the issuer, and third is given to storage to independent registry holder. In case of discrepancies in the text of copies of conditions of public offer of bonds, the text of the document which is stored in registering body is considered true.
26. By condition of public offer of bonds the size (procedure for determination of the size) of the income shall be determined by bonds, including the size (procedure for determination of the size) of each coupon in case of establishment of coupon yield on bonds of release.
27. The possibility of early repayment by bond issuing institution can be provided by condition of public offer of bonds (i.e. execution of the obligations certified by bonds before the completion date established by the decision on bond issue). The bonds extinguished by the issuer ahead of schedule cannot be again released and are subject to transfer into the account of redeemed bonds in the register of owners of securities in which accounting of the rights to bonds is performed.
28. The procedure for return of the funds received by the issuer as payment for bonds for case of recognition of bond issue by cancelled shall be provided in condition of public placement of bonds.
29. Basic provisions of conditions of public offer of securities affirm the governing body of the issuer which made the decision on bond issue.
Prospectus
30. The prospectus of bonds is drawn up according to appendix 2 to this Provision.
31. The prospectus of bonds is page by page numbered, sewed, signed by officials (the issuer's head, the chief accountant) and sealed the issuer.
The prospectus shall be also signed by person which provided providing for the purposes of bond issue.
32. If the prospectus provided for state registration to authorized state body on regulation of the security market contains references to the conclusion or the reports prepared by the expert (the expert organization), it shall contain also:
- description of qualification of the expert;
- data on whether the expert (the expert organization) is affiliated or connected face of the issuer of securities.
Disclaimer! This text was translated by AI translator and is not a valid juridical document. No warranty. No claim. More info
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