It is registered
in Ministry of Justice
Russian Federation
On December 1, 2011 No. 22470
of October 4, 2011 No. 11-46/pz-n
About approval of the Regulations on disclosure of information by issuers of issued securities
According to Article 30, Items 4, the 12 and 13 Article 42 and Item 3 of article 51.1 of the Federal Law of April 22, 1996 N 39-FZ "About the security market" (The Russian Federation Code, 1996, N 17, Art. 1918; 1998, N 48, Art. 5857; 1999, N 28, Art. 3472; 2001, N 33, Art. 3424; 2002, N 52, Art. 5141; 2004, N 27, Art. 2711; N 31, of Art. 3225; 2005, N 11, Art. 900; N 25, of Art. 2426; 2006, N 1, Art. 5; N 2, of Art. 172; N 17, of Art. 1780; N 31, of Art. 3437; N 43, of Art. 4412; 2007, N 1, Art. 45; N 18, of Art. 2117; N 22, of Art. 2563; N 41, of Art. 4845; N 50, of Art. 6247; N 50, of Art. 6249; 2008, N 44, Art. 4982; N 52, of Art. 6221; 2009, N 1, Art. 28; N 7, of Art. 777; N 18, of Art. 2154; N 23, of Art. 2770; N 29, of Art. 3642; N 48, of Art. 5731; N 52, of Art. 6428; 2010, N 17, Art. 1988; N 31, of Art. 4193; N 41, of Art. 5193; 2011, N 7, Art. 905; N 27, of Art. 3880; N 29, of the Art. 4291), article 92 of the Federal Law of December 26, 1995 N 208-FZ "About joint-stock companies" (The Russian Federation Code, 1996, N 1, Art. 1; N 25, of Art. 2956; 1999, N 22, Art. 2672; 2001, N 33, Art. 3423; 2002, N 12, Art. 1093; N 45, of Art. 4436; 2003, N 9, Art. 805; 2004, N 11, Art. 913; N 15, of Art. 1343; N 49, of Art. 4852; 2005, N 1, Art. 18; 2006, N 1, Art. 5, 19; N 2, of Art. 172; N 31, of the Art. 3437, 3445, 3454; N 52, of Art. 5497; 2007, N 7, Art. 834; N 31, of Art. 4016; N 49, of Art. 6079; 2008, N 18, Art. 1941; N 42, of Art. 4698; N 44, of Art. 4981; 2009, N 1, Art. 14, 23; N 19, of Art. 2279; N 23, of Art. 2770; N 29, of the Art. 3618, 3642; N 52, of Art. 6428; 2010, N 41, Art. 5193; N 45, of Art. 5757; 2011, N 1, the Art. 13, 21) and the Regulations on the Federal Service for Financial Markets approved by the order of the Government of the Russian Federation of August 29, 2011 N 717 (The Russian Federation Code, 2011, N 36, to the Art. 5148), I order:
1. Approve the enclosed Regulations on disclosure of information by issuers of issued securities (further - the Provision).
2. Recognize to invalid:
The regulations on disclosure of information by issuers of issued securities approved by the order of FFMS of Russia of October 10, 2006 N 06-117/pz-n (it is registered in the Ministry of Justice of the Russian Federation on November 27, 2006, registration N 8532);
the order of FFMS of Russia of December 14, 2006 N 06-148/pz-n "About modification of the Regulations on disclosure of information by issuers of issued securities approved by the order of FFMS of Russia of October 10, 2006 N 06-117/pz-n" (it is registered in the Ministry of Justice of the Russian Federation on February 5, 2007, registration N 8897);
the order of FFMS of Russia of April 12, 2007 N 07-44/pz-n "About modification of the Regulations on disclosure of information by issuers of issued securities approved by the order of FFMS of Russia of October 10, 2006 N 06-117/pz-n" (it is registered in the Ministry of Justice of the Russian Federation on May 23, 2007, registration N 9540);
the order of FFMS of Russia of August 30, 2007 N 07-93/pz-n "About modification of the Regulations on disclosure of information by issuers of issued securities approved by the order of FFMS of Russia of October 10, 2006 N 06-117/pz-n" (it is registered in the Ministry of Justice of the Russian Federation on October 3, 2007, registration N 10250);
the order of FFMS of Russia of April 23, 2009 N 09-14/pz-n "About modification of the Regulations on disclosure of information by issuers of issued securities approved by the order of FFMS of Russia of October 10, 2006 N 06-117/pz-n" (it is registered in the Ministry of Justice of the Russian Federation on June 11, 2009, registration N 14078);
the order of FFMS of Russia of June 2, 2009 N 09-17/pz-n "About modification of the Regulations on disclosure of information by issuers of issued securities approved by the order of FFMS of Russia of October 10, 2006 N 06-117/pz-n" (it is registered in the Ministry of Justice of the Russian Federation on July 7, 2009, registration N 14237);
the order of FFMS of Russia of July 20, 2010 N 10-47/pz-n "About modification of the Regulations on disclosure of information by issuers of issued securities approved by the order of FFMS of Russia of October 10, 2006 N 06-117/pz-n" (it is registered in the Ministry of Justice of the Russian Federation on August 12, 2010, registration N 18128);
Item 1 of changes which are made to regulatory legal acts of the Federal Service for Financial Markets N 11-1/pz-n approved by the order of FFMS of Russia of 21.01.2011 (it is registered in the Ministry of Justice of the Russian Federation on March 25, 2011, registration N 20290).
3. This order becomes effective in accordance with the established procedure, except for Items 1. 7, 1.8 and paragraph two of Item 5.11 of the Provision.
4. Items 1. 7, 1.8 and paragraph two of Item 5.11 of the Provision become effective since September 01, 2012.
5. Determine that till September 01, 2012 quarterly reports of issuers of issued securities are submitted in registering body according to the procedure, established before entry into force of this order.
Acting head
S. K. Kharlamov
Approved by the Order of the Federal Service for Financial Markets of October 4, 2011 No. 11-46/pz-n
1.1. This Provision regulates structure, procedure and terms of obligatory disclosure of information by joint-stock company, disclosures of information at stages of the procedure of issue of issued securities (further securities), disclosures of information in the form of the prospectus of securities, summary accounting (consolidated financial) the reporting of the issuer of securities, the quarterly report of the issuer of securities (further the quarterly report) and messages on essential facts of the issuer of securities (further - messages on essential facts), and also establishes requirements to procedure for disclosure by issuers of other information on obligation fulfillment of the issuer and implementation of the rights on the placed (placed) securities.
1.2. Action of this provision extends to all issuers, including foreign issuers, including international financial institutions, placement and (or) security circulation of which is performed in the Russian Federation.
Action of this provision does not extend to the Central bank of the Russian Federation (Bank of Russia), and also to issuers Russian state and municipal securities.
1.3. If other is not provided by this Provision, information which is subject to disclosure according to this Provision shall reveal in Russian.
1.4. In cases when according to this Provision the issuer publish information in the information resource updated in real time and provided by news agency (further - news feed), such publication shall be performed in news feed at least of one of news agencies which are in accordance with the established procedure authorized on carrying out actions for disclosure of information in the security market (further - the distributor of information in the security market), till 10:00 hours of the last day during which according to this Provision such publication shall be performed. At the same time the time zone by which publication time is determined is established in the location of the issuer and if 10.00 on the time zone in the location of the issuer expire after hour when in the distributor of information in the security market on statutory rules the corresponding transactions stop, - in the location of the distributor of information in the security market.
In case of publication of information in news feed by the issuer whose securities are included in the list of the securities admitted to trading on the organizer of trade in the security market the issuer or person authorized by it along with publication of such information in news feed shall notify the organizer of trade in the security market on contents of such information. Such notification shall go to the organizer of trade in the security market according to the procedure approved with the organizer of trade in the security market.
1.5. The issuer has the right to change (to correct) information containing in the message which is earlier published by him in news feed by publication in news feed of new (other) message which shall contain:
specifying on the fact that it is published according to the procedure of change (adjustment) of information containing in earlier published message;
the reference to earlier published message in which information changes it (is adjusted);
the complete text of the published message taking into account the made changes, and also the short description of the made changes.
1.6. The procedure for disclosure of information by its publication in news feed is regulated by federal executive body on the security market.
1.7. If other is not established by this Provision or other regulatory legal acts of federal executive body on the security market, in case of publication of information on the Internet (further - the Internet), except for publications in news feed, the issuer shall use the page on the Internet provided to one of distributors of information in the security market. The distributor of information in the security market shall provide free and easy information access of the issuer published on the page provided to them on the Internet.
Texts of documents of issuers are published on the page in the Internet provided by the distributor of information in the security market in the format conforming to requirements of federal executive body for the security market. Texts of the documents of issuers which are credit institutions are published on the page in the Internet provided by the distributor of information in the security market in the format conforming to requirements of the Central bank of the Russian Federation (Bank of Russia).
The structure and contents of the page on the Internet provided by the distributor of information in the security market, and also procedure for ensuring access to information of the issuer published on the specified page on the Internet shall conform to requirements of federal executive body for the security market.
1.8. The issuer whose securities are included in the list of the securities admitted to trading on the organizer of trade in the security market in case of publication of information on the Internet, except for the publication in news feed in addition to the page on the Internet provided to one of distributors of information in the security market shall use the page on the Internet which e-mail address includes domain name, the rights to which belong to the specified issuer (further - the page of the issuer on the Internet).
When using the page of the issuer on the Internet the reference to the Section (Sections) containing information which the issuer shall open according to this Provision and other regulatory legal acts of federal executive body on the security market on the Internet or the reference to the specified reference shall be placed on the main (initial) page of the issuer on the Internet. At the same time the issuer shall provide free and easy information access of the issuer published by it on the specified page on the Internet.
1.9. All information which the issuer shall open according to this Provision and other regulatory legal acts of federal executive body on the security market by its publication on the Internet shall be available on the page on the Internet during the terms established by these regulatory legal acts.
The issuer and the distributor of information in the security market if publication of information is performed on the page provided to them on the Internet, shall report upon the demand of interested persons the page address on the Internet on which publication of information is performed.
1.10. The issuer shall provide access to any interested person to information containing in each of messages, including in each of messages on the essential facts published by the issuer according to this Provision and also in the registered decision on release (additional release) of securities, the prospectus of securities and in changes to them, the report (notification) on release results (additional release) of securities, the quarterly report, summary accounting (consolidated financial) to the reporting, other documents which obligatory disclosure is provided by Chapters VIII and X of this provision, with way of the room of their copies to the address (in the location) permanent executive body of the issuer (in case of absence of permanent executive body of the issuer - other body or person having the right to act on behalf of the issuer without power of attorney) on which communication with the issuer is performed, specified in the Unified State Register of Legal Entities (further - the location of the issuer), and before the termination of term of placement of securities - also in the places specified in the advertizing messages of the issuer containing information on placement of securities.
1.11. The issuer shall provide the copy of each message, including the copy of each Material Fact Statement published by the issuer according to this Provision, and also the copy of the registered solution on release (additional release) of securities, the prospectus of securities and changes to them, the report on release results (additional release) of securities, the copy of the notification on release results (additional release) of securities, the copy of the quarterly report, the copy summary accounting (consolidated financial) to the reporting, the copy of other documents which obligatory disclosure is provided by Chapters VIII and X of this provision, to owners of securities of the issuer and other interested persons according to their requirement for a fee, not exceeding expenses on production of such copy, in time no more than 7 days from the date of receipt (presentation) of the relevant requirement.
Messages on essential facts, and also other messages published by the issuer according to this Provision which copies are provided by the issuer to owners of securities of the issuer and other interested persons according to their requirement shall be constituted in form according to the appendix N 1 to this Provision.
Bank details of the settlement account (accounts) of the issuer for payment of expenses on production of copies of the documents specified in this Item, and the size (procedure for determination of the size) of such expenses shall be published by the issuer who shall perform disclosure of information according to this Provision, on the page on the Internet.
Copies of documents which storage duration the issuer in accordance with the legislation of the Russian Federation is not permanent shall be provided by the issuer upon the demand of interested persons during identified for such documents of storage durations.
The copy provided by the issuer is certified by the authorized person of the issuer and his seal.
1.12. In case according to this Provision information be opened by publication in news feed, disclosure of such information by different ways, including according to requirements of this provision, until its publication in news feed it is not allowed. Such information is not public, and its use attracts responsibility in accordance with the legislation of the Russian Federation.
The disclosure of information performed by the third parties does not exempt the issuer from obligations on its disclosure according to requirements of this provision.
If workers or officials of the issuer, including board members (supervisory board) of the issuer, before publication in news feed of the corresponding message comment in mass media, including in the form of interview, on the decisions made by governing bodies of the issuer and which are subject according to this Provision to disclosure by publication of the message, including the Material Fact Statement in news feed, the issuer in time no later than the next day shall publish in news feed the message on the decision made by governing body irrespective of approach of the term provided by this Provision for publication of such message in news feed.
1.13. Issuers whose securities are included in the list of the securities admitted to trading on the organizer of trade in the security market shall publish in news feed press releases about the decisions made by governing bodies of the issuer and which are subject according to this Provision to disclosure by publication of the message, including the Material Fact Statement in news feed. The specified press releases shall be published no later than 1 day from date of meeting (meeting) of governing body of the issuer at which the relevant decision is made in time and if such decision is made by the person holding position (performing functions) of sole executive body of the issuer, - in time no later than 1 day from acceptance date of such decision.
If in time, established by this Item of the Provision for the publication of the press release in news feed, the issuer opens information on the decisions made by governing bodies of the issuer, way of publication of the corresponding message, including Material Fact Statement in news feed, the publication of the press release is not required.
1.14. The Russian issuers whose securities circulate outside the Russian Federation including by means of placement and (or) addresses according to foreign law of securities of the foreign issuers certifying the rights concerning securities of the Russian issuers shall open information sent (represented) by them to the relevant organ (organization) regulating the market of foreign securities, to the foreign organizer of trade in the security market and (or) to other organizations according to foreign law for the purposes of its disclosure among foreign investors.
The specified information shall reveal the Russian issuers according to the procedure, in terms and the methods provided by this Provision. At the same time such information shall be opened by method for which this Provision establishes the smallest term of disclosure and if disclosure methods for such information are not provided by this Provision, by publication on the page on the Internet of the text of the document containing such information, in time no later than date of disclosure of such information among foreign investors.
In case of publication of the text of the document containing information provided by this Item of the Provision on the page in the Internet, the text of such document shall be available on the page on the Internet within at least 12 months from expiry date, established by this Provision for its publication on the Internet and if it is published on the Internet after the expiration of such term, - from the date of its publication on the Internet.
1.15. If the issuer does not open any information which disclosure is required in accordance with the legislation of the Russian Federation, this Provision and other regulatory legal acts of federal executive body on the security market, including does not specify such information in messages which publication is obligatory according to this Provision, and (or) in the prospectus of securities, in the report (notification) on release results (additional release) of securities, in the quarterly report, the issuer shall specify the basis owing to which such information the issuer does not reveal. Lack of information which is subject to disclosure according to this Provision without the bases, sufficient on that, is the basis for involvement of the issuer to responsibility, and also for establishment of restrictions for security circulation in accordance with the legislation of the Russian Federation and regulatory legal acts of federal executive body on the security market.
1.16. In cases when issuers of securities according to requirements of regulatory legal acts of federal executive body for the security market open during the issue of securities which is followed by registration of the prospectus of securities, any information which is not provided by this Provision including in cases when issuers specify procedure for disclosure of such information in the decision on release (additional release) of securities and the prospectus of securities, the procedure for disclosure of such information shall provide publication in news feed within 5 days from the date of emergence of the corresponding event attracting emergence of the obligation on disclosure of information if other term of disclosure of information is not established by regulatory legal acts of federal executive body on the security market.
1.17. In cases when according to this Provision the issuer provide (to direct) to registering body any document containing information which is subject to disclosure, such document is submitted to registering body on paper. If paper of the document contains more than one leaf, it shall be stitched, numbered, under seal the issuer on insertion and is certified by the authorized signature of the issuer.
Along with submission of the paper document to registering body the text of the document in format and on electron the carrier conforming to requirements of federal executive body for the security market is submitted.
Compliance of the text of the document on the electronic medium to the submitted paper document is confirmed by the letter signed by the authorized person of the issuer.
The text of the document can be provided to registering body in electronic form, signed by the digital signature or other analog of the sign manual, in accordance with the terms of the usage agreement of the digital signature or other analog of the sign manual concluded with authorized organization, and requirements of regulatory legal acts of federal executive body for the security market. In this case submission of the paper document and text of the document on the electronic medium is not required.
1.18. The issuers acquiring the issued securities of open joint stock companies which are traded on the biddings of organizers of trade on the securities market based on the voluntary offer, the stipulated in Article 84.1 Federal Laws "About Joint-stock Companies" or the obligatory offer, the stipulated in Article 84.1 Federal Laws "About Joint-stock Companies", in addition to information provided by this Provision shall open also:
information on the direction of the voluntary or obligatory offer in federal executive body on the security market;
contents of the voluntary or obligatory offer.
The procedure for disclosure of information specified in this Item of the Provision is regulated by other regulatory legal acts of federal executive body on the security market.
1.19. Issuers, being joint-stock investment funds, in addition to information provided by this Provision shall open also information which obligatory disclosure is provided by the Federal Law of 29.11.2001 N 156-FZ "About investment funds" * (1) or in the procedure established by it.
The procedure for disclosure of information specified in this Item of the Provision is regulated by other regulatory legal acts of federal executive body on the security market.
1.20. In case the last day of term in which according to this Provision the issuer shall open information or has to be provided the copy of the document containing information which is subject to disclosure on output and (or) non-working holiday, the next working day following it is considered day of the termination of such term.
2.1. General provisions about disclosure of information at stages of the procedure of issue of securities
2.1.1. Issuers of securities shall perform disclosure of information at each stage of the procedure of issue of securities according to the procedure established by this Provision in cases when state registration of release (additional release) of securities is followed by registration of the prospectus of securities.
This Provision establishes procedure for disclosure of information at the following stages of the procedure of issue of securities:
1) at decision making stage about placement of securities;
2) at validation phase of the decision on release (additional release) of securities;
3) at stage of state registration of release (additional release) of securities;
4) at stage of placement of securities;
5) at stage of state registration of the report on release results (additional release) of securities and if according to the Federal Law "About the Security Market" or other Federal Laws issue of securities is performed without state registration of the report on release results (additional release) of securities, - at stage of submission to registering body of the notification on release results (additional release) of securities.
2.1.2. In case of placement of securities of the Russian issuer by open subscription with possibility of their acquisition outside the Russian Federation, including by means of acquisition of the securities of the foreign issuer placed according to foreign law certifying the rights concerning the placed securities of the Russian issuer (further for the purpose of this provision - also depositary securities), information directed (represented) to the relevant organ (organization) regulating the market of foreign securities, to the foreign organizer of trade in the security market and (or) to other organizations according to foreign law for the purposes of its disclosure among foreign investors shall reveal according to Section 2.8 of this provision.
2.1.3. If according to this head Polozheniya of the message, the procedures of issue of securities opened at stages, are subject to disclosure by their publication by the issuer on the page on the Internet, texts of these messages shall be available on the page on the Internet within at least 12 months from expiry date, established by this Provision for their publication on the Internet and if they are published on the Internet after the expiration of such term, - from the date of their publication on the Internet.
2.2. Disclosure of information at decision making stage on placement of securities
2.2.1. Information at decision making stage on placement of securities reveals the issuer in the form of the message by its publication in news feed and on the page on the Internet.
2.2.2. The message on decision making on placement of securities shall be published by the issuer in the following terms from the date of creation of the protocol (expiry date, established by the legislation of the Russian Federation for creation of the protocol) meetings (meeting) of authorized body of management of the issuer at which the decision on placement of securities is made:
in news feed - no later than 1 day;
on the page on the Internet - no later than 2 days.
2.2.3. Contents of the message on decision making about placement of securities shall conform to requirements of Item 6.2.13.2 of this provision.
2.2.4. If the issuer shall open information in the form of messages on essential facts, information on decision making on placement of securities reveals such issuer according to requirements of Chapter VI of this provision.
2.3. Disclosure of information at validation phase of the decision on release (additional release) of securities
2.3.1. Information at validation phase of the decision on release (additional release) of securities reveals the issuer in the form of the message by its publication in news feed and on the page on the Internet.
2.3.2. The message on approval of the decision on release (additional release) of securities shall be published by the issuer in the following terms from the date of creation of the protocol (expiry date, established by the legislation of the Russian Federation for creation of the protocol) meetings (meeting) of authorized body of management of the issuer at which the decision on approval of the decision on release (additional release) of securities is made:
in news feed - no later than 1 day;
on the page on the Internet - no later than 2 days.
2.3.3. Contents of the message on approval of the decision on release (additional release) of securities shall conform to requirements of Item 6.2.13.4 of this provision.
2.3.4. If the issuer shall open information in the form of messages on essential facts, information on approval of the decision on release (additional release) of securities reveals such issuer according to requirements of Chapter VI of this provision.
2.4. Disclosure of information at stage of state registration of release (additional release) of securities
2.4.1. Information at stage of state registration of release (additional release) of securities reveals the issuer in the form of the message by publication in news feed and on the page on the Internet, and also in the form of the solution on release (additional release) of securities and the prospectus of securities by publication on the page on the Internet.
2.4.2. The message on the state registration of release (additional release) of securities and procedure for information access containing in the prospectus of securities (further - the message on state registration of release (additional release) of securities), shall be published by the issuer in the following terms from the date of publication of information on state registration of release (additional release) of securities of the issuer on the page of registering body in the Internet or receipts of registering body by the issuer of the written notice of state registration of release (additional release) of securities by means of mail, fax, electronic communication, delivery under list depending on what of the specified dates will come earlier:
in news feed - no later than 1 day;
on the page on the Internet - no later than 2 days.
2.4.3. The issuer shall publish the text of the registered decision on release (additional release) of securities on the page on the Internet no more than 2 days from the date of publication of information on state registration of release (additional release) of securities of the issuer on the page of registering body in the Internet or receipts of registering body by the issuer of the written notice of state registration of release (additional release) of securities by means of mail, fax, electronic communication, delivery under list in time depending on what of the specified dates will come earlier. In case of publication of the text of the decision on release (additional release) of securities on the page on the Internet the state registration number of release (additional release) of securities, date of its state registration and the name of the registering body which performed state registration of release (additional release) of securities shall be specified.
The text of the registered decision on release (additional release) of securities shall be available on the Internet from expiry date, established by this Provision for its publication on the Internet and if it is published on the Internet after the expiration of such term, - from the date of its publication on the Internet and before repayment of all securities of this release (additional release).
2.4.4. The issuer shall publish the text of the registered prospectus of securities on the page on the Internet no more than 2 days from the date of publication of information on state registration of release (additional release) of securities of the issuer on the page of registering body in the Internet or receipts of registering body by the issuer of the written notice of state registration of release (additional release) of securities by means of mail, fax, electronic communication, delivery under list in time depending on what of the specified dates will come earlier. In case of publication of the text of the prospectus of securities on the page on the Internet shall be specified the state registration number of release (additional release) of securities concerning which the prospectus of securities, date of its registration and the name of the registering body which performed registration of the prospectus of securities is registered.
The text of the registered prospectus of shares shall be available on the Internet from expiry date, established by this Provision for its publication on the Internet and if it is published on the Internet after the expiration of such term, - from the date of its publication on the Internet, and before the expiration at least 5 years from the date of publication on the Internet of the text of the registered report on release results (additional release) of shares and if according to the Federal Law "About the Security Market" or other Federal Laws the share issue is performed without state registration of the report on results of their release (additional release), - before the expiration at least 5 years from the date of publication on the Internet of the text of the notification on release results (additional release) of shares provided to registering body.
The text of the registered prospectus of other securities (bonds, options of the issuer, the Russian depositary receipts) shall be available on the Internet from expiry date, established by this Provision for its publication on the Internet and if it is published on the Internet after the expiration of such term, - from the date of its publication on the Internet, and before repayment of all such other securities of the corresponding release concerning which the prospectus of other securities was registered.
2.4.5. Placement by subscription of securities of release (additional release) earlier than in two weeks after publication of the message on state registration of release (additional release) of securities in news feed is forbidden.
2.4.6. Contents of the message on state registration of release (additional release) of securities shall conform to requirements of Item 6.2.13.6 of this provision.
2.4.7. The issuer can provide additional methods of acquaintance of all interested persons with information containing in the prospectus of securities in the message on state registration of release (additional release) of securities including:
publication of the text of the registered prospectus of securities in the periodic printing edition (editions) chosen (chosen) as the issuer;
mailing or provision in other form of the text of the registered prospectus of securities to interested persons.
2.4.8. If the issuer shall open information in the form of messages on essential facts, information on state registration of release (additional release) of securities reveals such issuer according to requirements of Chapter VI of this provision.
2.5. Disclosure of information at stage of placement of securities
2.5.1. Information at stage of placement of securities reveals the issuer in shape:
1) messages on start date of placement of securities;
2) messages on change of start date of placement of securities;
3) messages on the price (procedure for determination of the price) of placement of securities;
4) Material Fact Statements of "data on stages of the procedure of issue of securities" according to requirements of Chapter VI of this provision;
5) messages on suspension of placement of securities;
6) messages on renewal of placement of securities.
If method of placement of securities is not the opened or closed subscription, disclosure of information in the form of the messages provided by subitems 1 - 3 presents of Item, it is not required.
2.5.2. The message on start date of placement of securities shall be published by the issuer in news feed and on the page on the Internet in the following terms:
in news feed - not later than 5 days before start date of placement of securities;
on the page on the Internet - not later than 4 days before start date of placement of securities.
If securities are placed by open subscription with provision of the privilege of their acquisition and the price of placement of such securities is determined by the issuer after the termination of effective period of the specified privilege, the message on start date of placement of securities can be published along with the message on the price (procedure for determination of the price) of placement of securities. In this case such message shall be published in news feed and on the page on the Internet no later than start date of placement of securities in time.
2.5.3. In the message on start date of placement of securities are specified:
type, category (type), series and other identification signs of the placed securities;
repayment period (for bonds and options of the issuer);
state registration number of release (additional release) of securities and date of its state registration;
the name of the registering body which performed state registration of release (additional release) of securities;
the quantity of the placed securities and nominal value (if availability of nominal value is stipulated by the legislation the Russian Federation) each placed security;
method of placement of securities (the opened or closed subscription), and in case of placement of securities by means of the closed subscription - also circle of potential acquirers of securities;
price of placement of securities or procedure for its determination;
provision to members (shareholders) of the issuer and (or) other persons of the privilege of acquisition of securities;
start date of placement of securities;
specifying on the fact that start date of placement can be changed on condition of publication of information on it in news feed and on the page on the Internet not later than 1 day before the start date of placement of securities published in this message;
end date of placement of securities or procedure for its determination.
2.5.4. In case of adoption by the issuer of the decision on change of the start date of placement of securities opened according to the procedure stipulated in Item 2.5.2 this provision, the issuer shall publish the message on change of start date of placement of securities in news feed and on the page on the Internet no later than 1 day before such date.
2.5.5. In the message on change start dates of placement of securities are specified:
type, category (type), series and other identification signs of the placed securities;
repayment period (for bonds and options of the issuer);
state registration number of release (additional release) of securities and date of its state registration;
the name of the registering body which performed state registration of release (additional release) of securities;
the quantity of the placed securities and nominal value (if availability of nominal value is stipulated by the legislation the Russian Federation) each placed security;
method of placement of securities (the opened or closed subscription), and in case of placement of securities by means of the closed subscription - also circle of potential acquirers of securities;
price of placement of securities or procedure for its determination;
provision to members (shareholders) of the issuer and (or) other persons of the privilege of acquisition of securities;
the start date of placement of securities which is originally determined by the issuer;
start date of placement of securities according to the decision on change of start date of placement of securities made by the issuer;
data that start date of placement of securities can be changed on condition of publication of information on it in news feed and on the page on the Internet not later than 1 day before the start date of placement of securities published in this message;
end date of placement of securities or procedure for its determination.
2.5.6. If in the message on state registration of release (additional release) of securities or in the message on start date of placement of securities the price of placement of securities or the procedure for determination of the price of placement of securities established in the form of formula with variables which values cannot change depending on the issuer's discretion, or by specifying on the fact that the price of placement is determined by the board of directors (supervisory board) or other authorized body of management of the issuer during trading on which placement of securities is performed the issuer are not specified shall publish in news feed and on the page on the Internet the message on the price of placement of securities or procedure for determination of the price of placement of securities in the form of formula with variables which values cannot change depending on the issuer's discretion (further - the message on the placement price), no later than start date of placement of securities in time.
At the same time placement of securities by subscription cannot be performed before publication by the issuer of the message on the placement price in news feed and on the page on the Internet.
2.5.7. In the message on the price of placement are specified:
type, category (type), series and other identification signs of the placed securities;
repayment period (for bonds and options of the issuer);
state registration number of release (additional release) of securities and date of its state registration;
the name of the registering body which performed state registration of release (additional release) of securities;
the quantity of the placed securities and nominal value (if availability of nominal value is stipulated by the legislation the Russian Federation) each placed security;
method of placement of securities (the opened or closed subscription), and in case of placement of securities by means of the closed subscription - also circle of potential acquirers of securities;
term (start and end dates) of placement of securities or procedure for its determination;
payment method of the placed securities;
the price of placement of securities or procedure for its determination in the form of formula with variables which values cannot change depending on the issuer's discretion, or by specifying on the fact that the price (prices) of placement of securities is determined during trading on which their placement is performed;
if according to the procedure for determination of the price of placement of securities established by the registered decision on release (additional release) of securities, the price of placement of securities is numerically determined by the issuer prior to the beginning of the term of placement of securities - the governing body of the issuer which made the decision on determination of the price of placement of securities acceptance date of such decision, date of creation and number of the protocol of meeting (meeting) of governing body of the issuer on whom the decision on determination of the price of placement of securities is made if the specified body is the collegiate organ of management of the issuer;
if according to the procedure for determination of the price of placement of securities established by the registered decision on release (additional release) of securities, the price (prices) of placement of securities is determined by the issuer during trading on which their placement is performed, - conditions and procedure for tendering on which placement of securities is performed.
2.5.8. If during the term of placement of securities the issuer makes the decision on modification of the decision on release (additional release) of securities and (or) the prospectus of securities, and (or) in case of obtaining by the issuer during the term of placement of securities of the written requirement (the instruction, determination) state body and if according to the Federal Law "About the Security Market" or other Federal Laws release (additional release) of securities of the issuer is not subject to state registration, - also other body (organization), the representative in accordance with the legislation of the Russian Federation on decision making about suspension of placement of securities (further - authorized body), the issuer shall suspend placement of securities and publish the message on suspension of placement of securities in news feed and on the page on the Internet.
The message on suspension of placement of securities shall be published by the issuer in the following terms from the date of creation of the protocol (expiry date, established by the legislation of the Russian Federation for creation of the protocol) meetings (meeting) of authorized body of management of the issuer at which the decision on modification of the decision on release (additional release) of securities and (or) the prospectus of securities is made, and in case of change of the conditions established by the decision on placement of securities, - dates of creation of the protocol (expiry date, established by the legislation of the Russian Federation for creation of the protocol) meetings (meeting) of authorized body of management of the issuer at which the decision on change of such conditions, or the dates of receipt by the issuer of the written requirement (the instruction, determination) authorized body is made on suspension of placement of securities by means of post, facsimile, electronic communication, delivery under list depending on what of the specified dates will come earlier:
in news feed - no later than 1 day;
on the page on the Internet - no later than 2 days.
2.5.9. In the message on suspension of placement of securities are specified:
type, category (type), series and other identification signs of securities;
repayment period (for bonds and options of the issuer);
the state registration number of release (additional release) of securities and date of its state registration (identification number of release (additional release) of securities and date of its assignment if according to the Federal Law "About the Security Market" release (additional release) of securities is not subject to state registration);
the name of the registering body which performed state registration of release (additional release) of securities (the name of the body which appropriated to release (additional release) of securities identification number if according to the Federal Law "About the Security Market" release (additional release) of securities is not subject to state registration);
the quantity of the placed securities and nominal value (if availability of nominal value is stipulated by the legislation the Russian Federation) each placed security;
method of placement of securities, and in case of placement of securities by means of the closed subscription - also circle of potential acquirers of securities;
start date of placement of securities;
end date of placement of securities or procedure for its determination;
price of placement of securities or procedure for its determination;
payment method of the placed securities;
date with which placement of securities is suspended;
bases of suspension of placement of securities;
if placement of securities is suspended in connection with modification of the decision on release (additional release) and (or) the prospectus of securities, - date, date of creation and number of the protocol of meeting (meeting) of authorized body of management of the issuer on whom the decision on modification of the decision on release (additional release) of securities and (or) the prospectus of securities is made and if the conditions established by the decision on placement of securities - also date, date of creation and number of the protocol of meeting (meeting) of authorized body of management of the issuer on whom the decision on change of the conditions established by the decision on placement of securities is made change;
if placement of securities is suspended in connection with the decision of authorized body, - the name of authorized body and the date of receipt by the issuer of the written decision (the instruction, determination, the resolution) authorized body about suspension of placement of securities;
the restrictions connected with suspension of placement of securities of the issuer.
2.5.10. If placement of securities stops in connection with adoption by registering body of the decision on suspension of issue of securities, information on suspension of placement of securities reveals the issuer in the form of the Material Fact Statement according to requirements of Chapter VI of this provision.
2.5.11. After registration during the term of placement of securities of changes in the decision on release (additional release) of securities and (or) the prospectus of securities, decision making about refusal in registration of such changes or obtaining during the term of placement of securities of the written notice (determination, the decision) authorized body about permission of renewal of placement of securities (cancellation of the bases for suspension of placement of securities) the issuer shall publish the message on renewal of placement of securities in news feed and on the page on the Internet.
The message on renewal of placement of securities shall be published by the issuer in the following terms from the date of publication of information on registration of changes in the decision on release (additional release) of securities and (or) the prospectus of securities or on refusal in registration of such changes on the page of registering body in the Internet or receipts of registering body by the issuer of the written notice of registration of changes in the decision on release (additional release) of securities and (or) the prospectus of securities or on refusal in registration of such changes, or the written notice (determination, the decision) authorized body about renewal of placement of securities (cancellation of the bases for suspension of placement of securities) by means of mail, fax, electronic communication, delivery under list depending on what of the specified dates will come earlier:
in news feed - no later than 1 day;
on the page on the Internet - no later than 2 days.
2.5.12. In the message on renewal of placement of securities are specified:
type, category (type), series and other identification signs of securities;
repayment period (for bonds and options of the issuer);
the state registration number of release (additional release) of securities and date of its state registration (identification number of release (additional release) of securities and date of its assignment if according to the Federal Law "About the Security Market" release (additional release) of securities is not subject to state registration);
the name of the registering body which performed state registration of release (additional release) of securities (the name of the body which appropriated to release (additional release) of securities identification number if according to the Federal Law "About the Security Market" release (additional release) of securities is not subject to state registration);
the quantity of the placed securities and nominal value (if availability of nominal value is stipulated by the legislation the Russian Federation) each placed security;
method of placement of securities, and in case of placement of securities by means of the closed subscription - also circle of potential acquirers of securities;
start date of placement of securities;
end date of placement of securities or procedure for its determination;
price of placement of securities or procedure for its determination;
payment method of the placed securities;
date with which placement of securities was suspended;
bases of suspension of placement of securities;
bases of renewal of placement of securities;
registration date of changes in the decision on release (additional release) of securities and (or) the prospectus of securities or decision making about refusal in registration of such changes or the date of receipt by the issuer of the written notice (determination, the decision) authorized body about permission of renewal of placement of securities (cancellation of the bases for suspension of placement of securities);
date with which placement of securities is resumed, or procedure for its determination;
specifying on cancellation of the restrictions connected with suspension of placement of securities;
in case of registration of changes in the decision on release (additional release) and (or) the prospectus of securities - the summary of the registered changes in the decision on release (additional release) and (or) the prospectus of securities, and also procedure for access to the registered changes to the decision on release (additional release) and (or) the prospectus of securities.
2.5.13. In case of registration of changes in the decision on release (additional release) of securities and (or) the prospectus of securities the issuer shall publish the text of the registered changes in the decision on release (additional release) of securities and (or) the prospectus of securities on the page on the Internet no more than 2 days from the date of publication of information on registration of the specified changes on the page of registering body in the Internet or receipts of registering body by the issuer of the written notice of registration of the specified changes by means of mail, fax, electronic communication, delivery under list in time depending on what of the specified dates will come earlier. In case of publication of the text of changes in the decision on release (additional release) of securities and (or) the prospectus of securities on the page on the Internet registration date of the specified changes and the name of the registering body which performed their registration shall be specified.
The text of the registered changes in the decision on release (additional release) of securities shall be available on the Internet from expiry date, established by this Provision for its publication on the Internet and if it is published on the Internet after the expiration of such term, - from the date of its publication on the Internet and before the expiration established by this Provision for ensuring access on the Internet to the text of the registered decision on release (additional release) of securities.
The text of the registered changes to the avenue of securities shall be available on the Internet from expiry date, established by this Provision for its publication on the Internet and if it is published on the Internet after the expiration of such term, - from the date of its publication on the Internet and before the expiration established by this Provision for ensuring access on the Internet to the text of the registered prospectus of securities.
2.5.14. If placement of securities is resumed in connection with adoption by registering body of the decision on renewal of issue of securities, information on renewal of placement of securities reveals the issuer in the form of the Material Fact Statement according to requirements of Chapter VI of this provision.
2.5.15. Renewal of placement of securities before publication of the message on renewal of placement of securities in news feed and on the page on the Internet is not allowed.
2.5.16. The issuer shall perform disclosure of accounting (financial) records since the accounting period following the last accounting period for which accounting (financial) records contain in the approved prospectus of securities and finishing with the accounting period preceding the accounting period for which accounting (financial) records reveal as a part of the quarterly report of this issuer.
Disclosure of accounting (financial) records according to this Item is performed by the issuer no later than 2 days from the date of the expiration of the term of its representation established by the legislation of the Russian Federation and if such accounting (financial) records of the issuer are constituted before the expiration of the specified term - no later than 2 days from the date of its creation, way:
1) publications of accounting (financial) records on the page on the Internet;
2) rooms of copies of accounting (financial) records in the location of the issuer, and also in other places provided by the issuer for acquaintance with information containing in the prospectus of securities.
In the presence at the issuer of the accounting (financial) records constituted during the period specified in this Item according to the International Accounting Standards (IAS) or others, other than IFRS, internationally acknowledged rules, such accounting (financial) records reveal the issuer in Russian according to the procedure provided by this Item if the specified accounting (financial) records go it (is submitted) to the relevant organ (organization) regulating the market of foreign securities, to the foreign organizer of trade in the security market and (or) to other organizations according to foreign law for the purposes of its disclosure among the unrestricted group of people the issuer.
Requirements of this Item are not applied if during the specified period the issuer according to this Provision shall open information in the form of the quarterly report.
2.6. Disclosure of information at stage of state registration of the report on release results (additional release) of securities
2.6.1. Information at stage of state registration of the report on release results (additional release) of securities reveals the issuer in the form of the Material Fact Statement according to requirements of Chapter VI of this provision, and also in report form about release results (additional release) of securities by publication on the page on the Internet.
2.6.2. The text of the registered report on release results (additional release) of securities shall be published by the issuer on the page on the Internet no more than 2 days from the date of publication of information on state registration of the report on release results (additional release) of securities of the issuer on the page of registering body in the Internet or the dates of receipt by the issuer of the written notice of registering body of state registration of the report on release results (additional release) of securities by means of mail, fax, electronic communication, delivery under list in time depending on what of the specified dates will come earlier.
The text of the registered report on release results (additional release) of securities shall be available on the page on the Internet within at least 12 months from expiry date, established by this Provision for its publication on the Internet and if it is published on the Internet after the expiration of such term, - from the date of its publication on the Internet.
2.6.3. If the information access, containing in the prospectus of securities, was provided with the issuer by additional methods, the issuer shall provide information access, containing in the report on release results (additional release) of securities, the same additional methods which provided information access, containing in the prospectus of securities.
2.7. Disclosure of information at stage of submission to registering body of the notification on release results (additional release) of securities
2.7.1. If according to the Federal Law "About the Security Market" or other Federal Laws issue of securities is performed without state registration of the report on release results (additional release) of securities, requirements of Section 2.6 of this provision are not applied.
In the specified case information reveals at stage of submission to registering body of the notification on release results (additional release) of securities in the form of the Material Fact Statement according to requirements of Chapter VI of this provision, and also in the form of the notification on release results (additional release) of securities by publication on the page on the Internet.
2.7.2. The text of the notification on release results (additional release) of securities provided to registering body shall be published by the issuer on the page on the Internet no more than 2 days from the date of submission (direction) of the specified notification to registering body in time.
The text of the notification on release results (additional release) of securities provided to registering body shall be available on the page on the Internet within at least 12 months from expiry date, established by this Provision for its publication on the Internet and if it is published on the Internet after the expiration of such term, - from the date of its publication on the Internet.
2.7.3. If the information access, containing in the prospectus of securities, was provided with the issuer by additional methods, the issuer shall provide information access, containing in the notification on release results (additional release) of securities, the same additional methods which provided information access, containing in the prospectus of securities.
2.8. Features of disclosure of information at stages of the procedure of issue of the securities placed by open subscription with possibility of their acquisition outside the Russian Federation
2.8.1. In case of placement of securities of the Russian issuer by open subscription with possibility of their acquisition outside the Russian Federation, including by means of acquisition of depositary securities, information directed (represented) to the relevant organ (organization) regulating the market of foreign securities, to the foreign organizer of trade in the security market and (or) to other organizations according to foreign law for the purposes of its disclosure among foreign investors shall reveal.
2.8.2. Disclosure of information, stipulated in Item 2.8.1 this provision, shall be performed by the Russian issuer by publication of the text of the documents containing the specified information on the page on the Internet no later than date of disclosure of such information according to foreign law among foreign investors in time.
Texts of the documents containing information, stipulated in Item 2.8.1 this provision shall be available on the page on the Internet from expiry date, established by this Provision for their publication on the Internet and if they are published on the Internet after the expiration of such term, - from the date of their publication on the Internet, and before the expiration at least 12 months from the date of publication on the Internet of the text of the registered report on release results (additional release) of securities and if according to the Federal Law "About the Security Market" or other Federal Laws issue of securities is performed without state registration of the report on release results (additional release) of securities, - before the expiration at least 12 months from the date of publication on the Internet of the text of the notification on release results (additional release) of securities provided to registering body.
2.8.3. In date of publication on the page on the Internet of the text of the documents containing information, stipulated in Item 2.8.1 this provision in news feed the message on disclosure by the Russian issuer on the page on the Internet of the specified information shall be published.
2.8.4. The message on disclosure by the Russian issuer on the page on the Internet of information, stipulated in Item 2.8.1 this provision, shall contain:
the page address on the Internet on which the text of the relevant document is published;
type (name) of the document which text is published by the Russian issuer on the page on the Internet;
date of publication by the Russian issuer of the text of the document on the page on the Internet.
2.9. Features of disclosure of information at stages of the procedure of issue of exchange bonds
2.9.1. If according to the decision of the issuer issue of exchange bonds is performed without state registration of their release (additional release), registration of the prospectus of exchange bonds and state registration of the report on results of their release (additional release), disclosure of information at stages of the procedure of issue of exchange bonds is performed:
in the form of the Material Fact Statement according to requirements of Chapter VI of this provision;
by ensuring access to information containing in the prospectus of exchange bonds, to any persons interested in it irrespective of the purposes of receipt of this information;
by disclosure of information on the admission of exchange bonds to the biddings on the stock exchange according to the procedure established by the rules of the admission of exchange bonds to the biddings approved by stock exchange;
in the form of the message on start date of placement of exchange bonds according to requirements of Section 2.5 of this provision;
in the form of the message on change of start date of placement of exchange bonds according to requirements of Section 2.5 of this provision;
in the form of the message on the price (procedure for determination of the price) of placement of exchange bonds according to requirements of Section 2.5 of this provision;
in the form of the message on suspension of placement of exchange bonds according to requirements of Section 2.5 of this provision;
in the form of the message on renewal of placement of exchange bonds according to requirements of Section 2.5 of this provision;
by disclosure of other information provided by the rules of the admission of exchange bonds to the biddings approved by stock exchange, according to the procedure, established by the rules of the admission of exchange bonds to the biddings approved by stock exchange.
2.9.2. The information access, containing in the decision on release (additional release) and the prospectus of exchange bonds, shall be provided with the issuer according to the procedure and the methods provided by this Provision for ensuring access of any interested persons to information containing in the decision on release (additional release) and the prospectus of the securities which are subject to registration by registering body. At the same time the issuer shall publish texts of the decision on release (additional release) and the prospectus of exchange bonds on the page on the Internet no more than 2 days from acceptance date authorized body of stock exchange of the decision on the admission of exchange bonds to the biddings on the stock exchange and not later than 7 days before start date of placement of exchange bonds in time.
In case of the publication of texts of the decision on release (additional release) and the prospectus of exchange bonds on the page on the Internet the individual identification number assigned to release (additional release) of exchange bonds and date of its assignment, the name of the stock exchange which performed the admission of exchange bonds to the biddings shall be specified.
Texts of the decision on release (additional release) of exchange bonds and the prospectus of exchange bonds shall be available on the Internet from the date of their publication on the Internet and before repayment of all exchange bonds of the corresponding release (additional release).
The information access, containing in the decision on release (additional release) and the prospectus of exchange bonds, shall be provided with stock exchange according to the procedure and the methods, statutory rules of the admission of exchange bonds to the biddings approved by stock exchange.
3.1. The prospectus of securities of economic society is approved by the board of directors (supervisory board) or body performing according to the Federal Laws of function of the board of directors (supervisory board) of this economic society. The prospectus of securities of legal entities of other forms of business is approved by person performing functions of executive body of the issuer if other is not established by the Federal Laws.
3.2. The prospectus of securities shall be signed by person performing functions of sole executive body of the issuer, his chief accountant (the other person performing its functions), confirming that reliability and completeness of all information containing in the prospectus of securities.
If powers of sole executive body of the issuer are delegated under the agreement of the commercial organization (management company), the prospectus of securities is signed by the person holding position (performing functions) of sole executive body of such management company with indication of details (number and date of the conclusion) the agreement under which powers of sole executive body of the issuer, or the representative of such management company who is acting on the basis of the power of attorney with additional specifying of details (number and date of issue) such power of attorney are delegated to it.
If conducting financial accounting of the issuer under the agreement is transferred to the specialized organization, the prospectus of securities is signed by the person holding position (performing functions) of sole executive body of such specialized organization with indication of details (number and date of the conclusion) the agreement under which powers on conducting financial accounting of the issuer, or the representative of such specialized organization who is acting on the basis of the power of attorney with additional specifying of details (number and date of issue) such power of attorney are delegated to it.
3.3. The prospectus of securities shall be signed by the auditor confirming accuracy of the information in the part of the avenue of securities specified to them.
If the accounting (financial) records of the issuer containing in the prospectus of securities, including summary accounting (consolidated financial) the reporting, for different years are certified by different auditors, the prospectus of securities shall be signed by the specified auditors or the auditor (auditors) who performed (performed) verification of annual accounting (financial) accounts of the issuer and (or) summary accounting (consolidated financial) the reporting for the last financial year which, (which) has the right to take the responsibility for accuracy of the information, containing in the prospectus of securities including accounting (financial) records of the issuer and summary accounting (consolidated financial) the reporting for previous years.
If the annual accounting (financial) accounts of the issuer containing in the prospectus of securities and (or) summary accounting (consolidated financial) the reporting for any year(s) cannot be confirmed by the auditor who checked it or the auditor who performed verification of annual accounting (financial) accounts of the issuer and (or) summary accounting (consolidated financial) to the reporting for the last financial year, such reporting shall be checked by other auditor whose conclusion joins in the avenue of securities, and on the title page the seal and the signature of the auditor who performed check is appended.
If the term of submission of annual accounting (financial) accounts of the issuer for the first accounting year did not expire yet, the prospectus of securities shall be signed by the auditor who performed verification of introductory accounting (financial) records of the issuer and if on approval date of the prospectus of securities authorized body of management of the issuer the term of submission of quarter accounting (financial) records expired - the auditor who performed verification of such quarter accounting (financial) records of the issuer.
3.4. The prospectus of securities shall be signed by the appraiser confirming accuracy of the information in the part of the avenue of securities specified to them who based on the agreement signed with the issuer constituted the valuation report:
1) the placed securities;
2) the property which is pledge subject of the bonds of the issuer placed with mortgage providing;
3) other property if carrying out such assessment is connected with implementation of issue of securities and information on the market value of the corresponding property determined by the appraiser is specified in the prospectus of securities.
3.5. At the discretion of the issuer the prospectus of securities can be signed by the financial consultant in the security market (the daleefinansovy consultant) confirming that reliability and completeness of all information containing in the prospectus of securities, except for parts, confirmed by the auditor and (or) the appraiser.
3.6. In case of bond emission with the providing provided by the third party, the prospectus of such bonds shall be signed by the person which provided the specified providing, confirming that accuracy of the information about the provided providing.
3.7. The prospectus of securities can be signed by the legal consultant, and in case of assignment to the issuer and (or) his securities of credit rating by rating agency, - also such rating agency.
3.8. The persons which signed or approved the prospectus of securities (who voted for approval of the prospectus of securities), bear solidary subsidiary liability for damages, caused by the issuer to the investor and (or) the owner of securities owing to the containing in the prospectus of securities unreliable, incomplete and (or) misleading information confirmed with them.
3.9. The prospectus of securities is submitted in registering body for implementation of its registration. In the cases provided by the Federal Law "About the Security Market" or other Federal Laws, the prospectus of securities can be represented to stock exchange for implementation of the admission of securities to the biddings on this stock exchange without submission of the prospectus of securities to registering body for implementation of its registration.
The prospectus of securities registered by registering body (the prospectus of securities provided to stock exchange without its submission to registering body if based on this prospectus the stock exchange admitted securities to trading) extends to all securities of the corresponding release, and in case of implementation of issue of the securities placed in addition to earlier placed securities of the same release (issue of additional issue of securities), also on all securities of such additional release after cancellation in accordance with the established procedure of individual number (code) of this additional release.
The prospectus of securities which registration is performed by registering body along with state registration of additional issue of securities extends to all securities of such additional release, and also to all securities of release to which issue of additional issue of securities was performed.
3.10. The prospectus of securities shall be constituted in form according to the appendix N 2 to this Provision.
If other is not established by the Federal Laws, information containing in the prospectus of securities is specified date of its statement of the issuer by authorized body of management.
3.11. Complete financial year for which information is specified in the prospectus of securities financial year concerning which fixed term of submission of accounting (financial) records expired is or the accounting (financial) records for which are constituted before the expiration of fixed term of its representation.
The last complete accounting period for which information is specified in the prospectus of securities is the last accounting period prior to approval of the prospectus of securities by authorized body of the issuer consisting of 3 (three), 6 (six), 9 (nine) or 12 (twelve) months concerning which fixed term of submission of accounting (financial) records, or the accounting (financial) records for which are constituted before the expiration of fixed term of its representation, expired. If the last complete accounting period is the accounting period consisting of 12 (twelve) months, inclusion in structure of the prospectus of securities of information for the preceding complete accounting period consisting of 9 (nine) months is not required, and the specified last complete accounting period is part of five last complete financial years (each complete financial year) for which information is specified in the prospectus of securities.
3.12. In case of provision of providing on bonds of the issuer the structure of the prospectus of bonds with providing joins data on the provided providing and faces which present him, in the amount specified in the appendix N 2 to this Provision.
If the face providing providing on bonds of the issuer is the foreign organization, the prospectus of bonds with providing joins accounting (financial) records and (or) summary accounting (consolidated financial) the reporting of such foreign organization constituted according to the International Accounting Standards (IAS) or others, other than IFRS, internationally acknowledged rules.
Others, other than IFRS, internationally acknowledged rules for the purpose of this provision are Generally accepted accounting principles (GAAP) of the USA and Japan, and also Generally accepted accounting principles (GAAP) of other foreign state which can be used according to regulation of the European Union for constituted the reporting opened in the foreign organized (regulated) financial market in exchange (instead of) the reporting constituted according to IFRS.
3.13. If on approval date of the prospectus of securities the issuer shall perform disclosure of information in accordance with the legislation of the Russian Federation on securities and this Provision, in the prospectus of securities instead of the following information provided by this Provision the reference to such information opened by the issuer with indication of the page address on the Internet on which this information is opened, and also the name and other identification signs of the document (the accounting period for which the corresponding quarterly report is constituted) in which this information is opened can be contained:
1) about indicators of financial and economic activities of the issuer (Item 3.1 of part B of the appendix N 2 to this Provision);
2) about market capitalization of the issuer (Item 3.2 of part B of the appendix N 2 to this Provision);
3) about obligations of the issuer (Item 3.3 of part B of the appendix N 2 to this Provision);
4) about the risks connected with acquisition of the placed issued securities (Item 3.5 of part B of the appendix N 2 to this Provision);
5) about creation and development of the issuer (Item 4.1.3 of part B of the appendix N 2 to this Provision);
6) about branches and representations of the issuer (Item 4.1.6 of part B of the appendix N 2 to this Provision);
7) about the main economic activity of the issuer (Item 4.2 of part B of the appendix N 2 to this Provision);
8) about plans of future activities of the issuer (Item 4.3 of part B of the appendix N 2 to this Provision);
9) about participation of the issuer in industrial, banking and financial groups, holdings, concerns and associations (Item 4.4 of part B of the appendix N 2 to this Provision);
10) about affiliated and dependent economic societies of the issuer (Item 4.5 of part B of the appendix N 2 to this Provision);
11) about structure, structure and the cost of fixed assets of the issuer, about plans for acquisition, replacement, disposal of fixed assets, and also about all facts of encumbrance of fixed assets of the issuer (Item 4.6 of part B of the appendix N 2 to this Provision);
12) about the organizations under control to the issuer having for him essential value (Item 4.7 of part B of the appendix N 2 to this Provision);
13) data on financial and economic activities of the issuer (Section V of part B of the appendix N 2 to this Provision), including:
about results of financial and economic activities of the issuer (Item 5.1 of part B of the appendix N 2 to this Provision);
about liquidity of the issuer, capital adequacy and current assets (Item 5.2 of part B of the appendix N2 to this Provision);
about the size and capital structure and current assets of the issuer (Item 5.3 of part B of the appendix N 2 to this Provision);
about policy and the issuer's expenses in the field of scientific and technical development, concerning licenses and patents, new developments and researches (Item 5.4 of part B of the appendix N 2 to this Provision);
about the analysis of tendencies of development in the field of the main activities of the issuer (Item 5.5 of part B of the appendix N 2 to this Provision);
14) detailed data on persons which are part of governing bodies of the issuer, bodies of the issuer on control of its financial and economic activities and the short information about employees (workers) of the issuer (the Section VI of part B of the appendix N 2 to this Provision), including:
data on structure and competence of governing bodies of the issuer and control facilities behind its financial and economic activities (Items 6.1 and 6.4 of part B of the appendix N 2 to this Provision);
information on persons who are part of governing bodies of the issuer and control facilities behind its financial and economic activities (Items 6.2 and 6.5 of part B of the Appendix N 2 to this Provision);
data on amount of remuneration, privileges and (or) compensation for expenses on each governing body of the issuer and control facility behind its financial and economic activities (Items 6.3 and 6.6 of part B of the appendix N 2 to this Provision);
data on number and the generalized data on education and on the list of employees (workers) of the issuer, and also on change of number of employees (workers) of the issuer (Item 6.7 of part B of the appendix N 2 to this Provision);
data on any obligations of the issuer to employees (workers) concerning possibility of their participation in the authorized (share) capital (share fund) of the issuer (Item 6.8 of part B of the appendix N 2 to this Provision);
15) the information about members (shareholders) of the issuer owning at least than 5 percent of its authorized (share) capital (share fund) or at least than 5 percent of its ordinary shares and also about persons controlling them, and in case of lack of such faces - about their participants (shareholders) owning at least than 20 percent of the authorized (share) capital (share fund) or at least than 20 percent of their ordinary shares (Item 7.2 of part B of the appendix N 2 to this Provision);
16) data on share of the state or the municipality in the authorized (share) capital (share fund) of the issuer, availability of the special right ("golden share") (Item 7.3 of part B of the appendix N 2 to this Provision);
17) data on restrictions for participation in the authorized (share) capital (share fund) of the issuer (Item 7.4 of part B of the appendix N 2 to this Provision);
18) data on changes in structure and the amount of participation of shareholders (members) of the issuer owning at least than 5 percent of its authorized (share) capital (share fund) or at least than 5 percent of its ordinary shares (Item 7.5 of part B of the appendix N 2 to this Provision);
19) data on the transactions made by the issuer in which making there was interest (Item 7.6 of part B of the appendix N 2 to this Provision);
20) data on receivables size (Item 7.7 of part B of the appendix N 2 to this Provision);
21) the additional information about the issuer and about the issued securities (the Section X of part B of the appendix N 2 to this Provision) placed by him, including:
data on the size, structure of the authorized (share) capital (share fund) of the issuer (Item 10.1.1 of part B of the appendix N 2 to this Provision);
data on change of the size of the authorized (share) capital (share fund) of the issuer (Item 10.1.2 of part B of the appendix N 2 to this Provision);
data on forming and on use of reserve fund, and also other funds of the issuer (Item 10.1.3 of part B of the appendix N 2 to this Provision);
data on procedure for convocation and holding meeting (meeting) of the supreme body of management of the issuer (Item 10.1.4 of part B of the appendix N 2 to this Provision);
data on the commercial organizations in which the issuer owns at least than 5 percent of the authorized (share) capital (share fund) or at least than 5 percent of ordinary shares (Item 10.1.5 of part B of the appendix N 2 to this Provision);
data on the essential transactions made by the issuer (Item 10.1.6 of part B of the appendix N 2 to this Provision);
data on the credit ratings of the issuer (Item 10.1.7 of part B of the appendix N 2 to this Provision);
data on each category (type) of shares of the issuer (Item 10.2 of part B of the appendix N 2 to this Provision);
data on the previous releases of issued securities of the issuer, except for shares of the issuer (Item 10.3 of part B of the appendix N 2 to this Provision);
information about person (persons) who provided (provided) providing on bonds of the issuer with providing and also about conditions of ensuring obligation fulfillment on bonds of the issuer with providing (Item 10.4 of part B of the appendix N 2 to this Provision);
data on the organizations performing accounting of the rights to issued securities of the issuer (Item 10.5 of part B of the appendix N 2 to this Provision);
data on the legal acts regulating questions of import and capital export which can influence dividend payout, percent and other payments to nonresidents (Item 10.6 of part B of the appendix N 2 to this Provision);
the description of procedure for the taxation of the income on the placed and placed issued securities of the issuer (Item 10.7 of part B of the appendix N 2 to this Provision);
about announced (added) and about the paid share dividends of the issuer, and also about the income on bonds of the issuer (Item 10.8 of part B of appendix 2 to this Provision).
Instruction in the prospectus of securities instead of information provided by this Provision, the reference to such information which is earlier already opened by the issuer is allowed provided that earlier opened information on which the reference is given did not change and is urgent on approval date of the prospectus of securities.
3.14. The prospectus of exchange bonds can not join information, stipulated in Item 3.13 this provision.
3.15. The title page of the prospectus of bonds shall contain words: "Investments of the increased risk" if the total size (size) of obligations on bonds, including percent, exceeds the amount of the following indicators:
1) net assets values of the issuer;
2) the size (amount) of the guarantee provided in ensuring obligation fulfillment on bonds;
3) the amounts of the bank guarantee provided in ensuring obligation fulfillment on bonds;
4) property value, the obligation fulfillment pledged in providing on bonds which is determined by the appraiser;
5) the size of the state and (or) municipal guarantee on bonds.
In the case of the word "Investments of the Increased Risk" provided by this Item shall be printed on the title page of the prospectus of bonds with the greatest of fonts which were used for seal of other text, except for names of the document.
For the purposes of this Item net assets value of the issuer is calculated according to its accounting (financial) records on the last reporting date before approval date of the prospectus of bonds authorized body of management of the issuer.
Requirements of this Item do not extend to bonds on which obligation fulfillment is provided with pledge of mortgage covering (the bond with mortgage covering), and exchange bonds.
3.16. If obligation fulfillment on bonds is provided with pledge of mortgage covering, the title page of the prospectus of such bonds shall contain the following words: "Bonds with mortgage covering".
If mortgage subject of all requirements provided with mortgage constituting mortgage covering of bonds are premises, the title page of the prospectus of such bonds may contain the following words: "Housing bonds with mortgage covering".
3.17. If other is not established by the Federal Law "About the Security Market" or other Federal Laws, public security circulation which prospectus is not registered is not allowed.
4.1. In case of registration of the prospectus of securities after state registration of the report on release results (additional release) of securities the issuer shall open information in the form of the message by publication in news feed and on the page on the Internet, and also in the form of the prospectus of securities by its publication on the page on the Internet.
4.2. The message on the registration of the prospectus of securities and procedure for information access containing in the prospectus of securities (daleesoobshcheniye about registration of the prospectus of securities), shall be published by the issuer in the following terms from the date of publication of information on registration of the prospectus of securities of the issuer on the page of registering body in the Internet or the dates of receipt by the issuer of the written notice of registering body of registration of the prospectus of securities by means of mail, fax, electronic communication, delivery under list depending on what of the specified dates will come earlier:
in news feed - no later than 1 day;
on the page on the Internet - no later than 2 days.
4.3. In the message on registration of the prospectus of securities are specified;
type, category (type), series and other identification signs of securities;
repayment period (for bonds and options of the issuer);
the state registration number of issue of securities and date of its state registration, and in case of availability of additional issues of securities - also date of state registration of each additional issue of securities;
date of state registration of the report on results of issue of securities, and in case of availability of additional issues of securities - also date of state registration of the report on results of each additional issue of securities or specifying on the fact that state registration of the report on release results (additional release) of securities is not performed, and the circumstances explaining it;
the number of securities of release, and in the presence of additional issue of securities on which the registering body does not make the decision on cancellation of the assigned individual number (code) of this additional issue of securities, - also the number of securities of such additional release;
nominal value (if availability of nominal value is stipulated by the legislation the Russian Federation) each security of release;
registration date of the prospectus of securities;
the name of the registering body which performed registration of the prospectus of securities;
procedure for information access, containing in the prospectus of securities.
4.4. The issuer can provide additional methods of acquaintance of interested persons with information containing in the prospectus of securities in the message on registration of the prospectus of securities including:
publication of the text of the registered prospectus of securities in the periodic printing edition (editions) chosen (chosen) as the issuer;
mailing or provision in other form of the text of the registered prospectus of securities to interested persons.
4.5. The prospectus of securities which registration is performed after state registration of the report on release results (additional release) of securities shall be constituted in form according to the appendix N 2 to this Provision, except for Sections II "Short data on amount, terms, procedure and conditions of placement by each type, category (type) of the placed issued securities" and IX "Detailed data on procedure and on conditions of placement of issued securities", except the Item 9.9 "Data on Possible Change of Share of Participation of Shareholders in the Authorized Capital of the Issuer as a result of Placement of Issued Securities".
The prospectus of bonds with providing which registration is performed after state registration of the report on release results (additional release) of such bonds shall contain the information about person (persons) which provided providing on the specified bonds (Item 10.4 "Information about Person (Persons) Who Provided (Provided) Providing on Bonds of Release") in the amount provided for specifying of information about person (persons) providing providing on the placed bonds (the subitem "zh" "The information about person providing providing" the Item 9.1.2 "Additional Data on the Placed Bonds").
4.6. If on approval date of the prospectus of securities which registration is performed after state registration of the report on release results (additional release) of securities the issuer shall perform disclosure of information in accordance with the legislation of the Russian Federation on securities and this Provision, in the prospectus of securities instead of information, stipulated in Item 3.13 this provision, the reference to such information opened by the issuer with indication of the page address on the Internet on which this information is opened, and also the name and other identification signs of the document (the accounting period for which the corresponding quarterly report is constituted) in which this information is opened can be contained.
Instruction in the prospectus of securities instead of information provided by this Provision, the reference to such information which is earlier already opened by the issuer is allowed provided that earlier opened information on which the reference is given did not change and is urgent on approval date of the prospectus of securities.
4.7. In time no more than 2 days from the date of publication of information on registration of the prospectus of securities of the issuer on the page of registering body in the Internet or the dates of receipt by the issuer of the written notice of registering body of registration of the prospectus of securities by means of mail, fax, electronic communication, delivery under list depending on what of the specified dates will come earlier the issuer shall publish the text of the registered prospectus of securities on the page on the Internet.
The text of the registered prospectus of shares shall be available on the page on the Internet within at least 5 years from expiry date, established by this Provision for its publication on the Internet and if it is published on the Internet after the expiration of such term, - from the date of its publication on the Internet.
The text of the registered prospectus of other securities (bonds, options of the issuer, the Russian depositary receipts) shall be available on the page on the Internet from expiry date, established by this Provision for its publication on the Internet and if it is published on the Internet after the expiration of such term, - from the date of its publication on the Internet before repayment of all such securities of the corresponding release concerning which registration of the prospectus of such securities was performed.
5.1. Obligation perform disclosure of information in the form of the quarterly report according to the procedure, provided by this Provision, extends:
1) on issuers concerning whose securities registration at least of one prospectus of securities is performed;
2) on issuers, state registration at least one release (additional release) of securities which was followed by registration of the prospectus of the issue of securities in case of placement of such securities by open subscription or by the closed subscription among the group of people which number exceeded 500;
3) on issuers, being the joint-stock companies created in case of privatization of the state and (or) municipal companies (their divisions) according to the plan of privatization approved in accordance with the established procedure and which was for date of its approval the prospectus of the issue of shares of such issuer if the specified plan of privatization provided possibility of alienation of shares of the issuer to more than 500 acquirers or the unrestricted group of people;
4) on issuers whose exchange bonds are admitted to trading on the stock exchange.
5.2. The obligation on disclosure of information in the form of the quarterly report arises since quarter during which registration of the prospectus of securities was performed.
In case of registration of two or more prospectuses of securities of the issuer the obligation on disclosure of information in the form of the quarterly report arises since quarter during which registration of the first prospectus of securities was performed.
5.3. The obligation on disclosure of information in the form of the quarterly report stops on following day after publication in information news feed:
1) about adoption (entry into force) of the decision on release recognition (additional release) of exchange bonds, and also release (additional release) of securities which state registration was followed by registration of the prospectus of securities or the prospectus of the issue of securities, cancelled or invalid;
2) about adoption (entry into force) of the decision on recognition of invalid registration of the prospectus of securities registered after state registration of the report on release results (additional release) of securities;
3) about repayment of all exchange bonds and (or) securities concerning which the prospectus of securities was registered the prospectus of the issue of securities or is approved the plan of privatization which was recognized for date of its approval by the prospectus of the issue of shares, except for repayments of securities as a result of their converting if the number of owners of the securities placed as a result of such converting exceeds 500;
4) about the solution of federal executive body on the security market about release of the issuer from obligation to perform disclosure of information according to article 30 of the Federal law "About the Security Market".
The obligation on disclosure of information in the form of the quarterly report stops according to this Item of the Provision on condition of lack of other bases for emergence of such obligation, stipulated in Item 5.1 this provision.
5.4. The quarterly report shall be approved by authorized body of the issuer if according to constituent documents (charter) of the specified issuer the quarterly report is subject to statement of such issuer by authorized body.
5.5. The quarterly report is signed by the person holding position (performing functions) of sole executive body of the issuer, and also the chief accountant (the other person performing its functions), confirming that reliability of all information containing in the quarterly report.
If powers of sole executive body of the issuer are delegated under the agreement of the commercial organization (management company), the quarterly report is signed by the person holding position (performing functions) of sole executive body of such management company with indication of details (number and date of the conclusion) the agreement under which powers of sole executive body of the issuer, or the representative of such management company who is acting on the basis of the power of attorney with additional specifying of details (number and date of issue) such power of attorney are delegated to it.
If conducting financial accounting of the issuer under the agreement is transferred to the specialized organization, the quarterly report is signed by the person holding position (performing functions) of sole executive body of such specialized organization with indication of details (number and date of the conclusion) the agreement under which powers on conducting financial accounting of the issuer, or the representative of such specialized organization who is acting on the basis of the power of attorney with additional specifying of details (number and date of issue) such power of attorney are delegated to it.
The quarterly report can be signed by other persons, including the issuer's consultants, the auditor, appraisers confirming accuracy of the information in the part of the quarterly report specified by them.
5.6. Persons, the signed quarterly report, the auditor who constituted audit opinion concerning accounting (financial) records of the issuer, and the auditor who constituted audit opinion concerning accounting (financial) records of person which provided providing on bonds of the issuer, including concerning their summary accounting (consolidated financial) the reporting which reveals as a part of the quarterly report and if according to constituent documents (charter) of the issuer the quarterly report is subject to statement of the issuer by authorized body also the persons who approved the quarterly report (voted for approval of the quarterly report), bear solidary subsidiary liability for damages, caused by the issuer to the investor and (or) the owner of securities owing to containing in specified the report unreliable, incomplete and (or) misleading information confirmed with them.
5.7. The quarterly report shall be constituted in form according to the appendix N 3 to this Provision.
5.8. In case of registration of the prospectus of bonds with providing or the admission of exchange bonds with providing to the biddings on the stock exchange of the quarterly report data on the provided providing and faces which presented him, in the amount specified in the appendix N 3 to this Provision are included.
If the face which provided providing on bonds of the issuer is the foreign organization, the quarterly report joins accounting (financial) records and (or) summary accounting (consolidated financial) the reporting of such foreign organization constituted according to the International Accounting Standards (IAS) or others, other than IFRS, internationally acknowledged rules. At the same time data on such foreign organization are specified in the quarterly report with the same frequency (for the same accounting period) with which the accounting (financial) records and (or) summary accounting (consolidated financial) the reporting of such foreign organization included in structure of the quarterly report are constituted.
5.9. If securities of the issuer are not included in the list of the securities admitted to trading on the organizer of trade in the security market, and the issuer is not the organization which provided providing on bonds of other issuer which are included in the list of the securities admitted to trading on the organizer of trade in the security market in the quarterly report the following information can not to join:
1) about indicators of financial and economic activities of the issuer (Item 2.1 of part B of the appendix N 3 to this Provision);
2) about market capitalization of the issuer and his accounts payable (Items 2.2 and 2.3.1 of part B of the appendix N 3 to this Provision);
3) about the main economic activity of the issuer and his suppliers (Items 3.2.2 and 3.2.3 of part B of the appendix N 3 to this Provision);
4) about results of financial and economic activities of the issuer (Item 4.1 of part B of the appendix N 3 to this Provision);
5) about liquidity of the issuer, capital adequacy and current assets (Item 4.2 of part B of the appendix N 3 to this Provision);
6) about the financial investments of the issuer (Item 4.3 of part B of the appendix N 3 to this Provision);
7) about receivables size (Item 6.7 of part B of the appendix N 3 to this Provision);
8) about the total amount of export, and also about share which is constituted by export in total sales (Item 7.5 of part B of the appendix N 3 to this Provision).
5.10. The quarterly report is constituted following the results of every quarter. Information is provided by the issuer in the quarterly report as of end date of complete reporting quarter if other is not provided by the appendix N 3 to this Provision.
5.11. The quarterly report of bond issuing institution with mortgage covering in time no later than 45 days from end date of reporting quarter is submitted in registering body, and the quarterly report of bond issuing institution with mortgage covering, being credit institution, also in federal executive body on the security market.
Quarterly reports of other issuers in registering body are not submitted.
5.12. In time no more than 45 days from end date of the respective quarter the issuer shall publish the text of the quarterly report on the Internet.
The text of the quarterly report shall be available on the page on the Internet within at least 5 years from expiry date, established by this Provision for its publication on the Internet and if it is published on the Internet after the expiration of such term, - from the date of its publication on the Internet.
5.13. In case of detection in the quarterly report which text is published on the page on the Internet, the unreliable, incomplete and (or) misleading information the issuer has the right to make necessary changes to the quarterly report and to publish the text of the quarterly report with the made changes on the page on the Internet instead of earlier published text of the quarterly report.
The changes made to the quarterly report (the quarterly report with the made changes), shall be signed by authorized persons according to requirements, stipulated in Item 5.5 this provision and if according to constituent documents (charter) of the issuer the quarterly report is subject to statement of the issuer by authorized body - are also claimed by authorized body of such issuer.
Along with publication of the text of the quarterly report with the made changes on the page on the Internet the message on change of the text of the quarterly report shall be published.
The message on change of the text of the quarterly report shall contain:
document type (the quarterly report) and the accounting period (quarter and year) for which the document to which changes are made is constituted;
the description of the made changes and the reason (circumstance) which formed the basis for their introduction;
date of publication of the text of the quarterly report in which changes, on the page are made to the Internet;
date of publication of the text of the quarterly report with the made changes on the page on the Internet.
The message on change of the text of the quarterly report shall be available on the page on the Internet from the date of publication on the page on the Internet of the text of the quarterly report with the made changes and before the expiration established by this Provision for ensuring access on the page on the Internet to the text of the quarterly report to which changes are made.
6.1. General provisions about disclosure of information in the form of messages on essential facts
6.1.1. Essential facts data which in case of their disclosure or provision can have significant effect on cost or quotations of issued securities of the issuer are recognized.
6.1.2. In case of registration of the prospectus of securities the issuer shall perform disclosure of information in the form of messages on essential facts according to the procedure, provided by this Provision.
Obligation perform disclosure of information in the form of messages on essential facts according to the procedure, provided by this Provision, extends to issuers who according to this Provision shall open information in the form of the quarterly report.
6.1.3. The issuer's obligation on disclosure of information in the form of messages on essential facts arises from the date following behind day of registration of the prospectus of securities of this issuer.
In case of registration of two or more prospectuses of securities of the issuer the obligation on disclosure of information in the form of messages on essential facts arises from the date following behind day of registration of the first prospectus of securities.
6.1.4. The obligation on disclosure of information in the form of messages on essential facts stops to open along with the termination of obligation information in the form of the quarterly report.
6.1.5. The Material Fact Statement is signed by the person holding position (performing functions) of sole executive body of the issuer, or other authorized person of the issuer.
6.1.6. On each essential fact the separate message is constituted.
If approach of the same event or making of the same action according to this Provision requires its disclosure in the form of several messages on essential facts, on such essential facts one message with indication of all headings of essential facts, data on which join in such message, can be constituted.
6.1.7. In the form of messages on essential facts are subject to disclosure of the data:
1) about convocation and holding general meeting of participants (shareholders) of the issuer, and also about the decisions made by general meeting of participants (shareholders) of the issuer;
2) about holding meeting of the Board of Directors (supervisory board) of the issuer and his agenda, and also about the following the decisions accepted by the board of directors (supervisory board) of the issuer:
about election (re-election) of the chairman of the board of directors (supervisory board) of the issuer, and in case of its absence - about the board member (supervisory board) of the issuer performing functions of the chairman of the board of directors (supervisory board) of the issuer;
about consent to combination of the issuer by sole executive body, and also members of its collegiate executive body of positions in governing bodies of other organizations;
about placement of issued securities of the issuer;
about determination of the price of placement or the price of the share repurchase of the issuer which is joint-stock company and also about determination of money value of the property (non-cash means) brought in payment of the shares placed by such issuer;
about acquisition by the issuer of the securities placed by it;
about formation of executive body of the issuer and about early termination (suspension) of its powers, including powers of management company or the managing director;
about recommendations for the sizes of share dividends of the issuer, being joint-stock company, and procedure for their payment;
about approval of internal documents of the issuer;
about approval of the transactions recognized in accordance with the legislation of the Russian Federation by large deals and (or) transactions in which making there is interest;
about approval of the agenda of general meeting of participants (shareholders) of the issuer who is economic society and also about other decisions connected with preparation, convocation and holding general meeting of participants (shareholders) of such issuer;
about delegation of power of the sole executive body of the issuer which is limited liability company, to management company or the managing director about approval of management company or the managing director and terms of the contract imprisoned by such issuer with management company or the managing director;
about removal at general meeting of shareholders of the issuer, being joint-stock company, the questions (about the offer to general meeting of shareholders of the issuer, being joint-stock company to make decisions on questions) specified (specified) in subitems 2, 6 and 14 - 19 Items 1 of article 48 of the Federal law "About Joint-stock Companies" and also question of delegation of power of sole executive body of such issuer of management company or to the managing director;
about recommendations concerning received by the issuer, being open joint stock company, voluntary, including competing, or the obligatory offer provided by Chapter XI.1 of the Federal Law "About Joint-stock Companies";
about approval of the registrar performing maintaining the register of owners of personalized securities of the issuer which is joint-stock company and terms of the contract with it and also about agreement cancelation with it;
about creation (liquidation) of branches and (or) opening (closing) of representations of the issuer;
about approval of the investment declaration of the issuer, being joint-stock investment fund, or changes and amendments in it;
about the conclusion or the termination of contracts with managing company, specialized depositary, registrar, the appraiser and auditor of the issuer, being joint-stock investment fund;
3) about the facts of rejection of the issuer of the following decisions by the board of directors (supervisory board) which shall be accepted according to the Federal Laws:
about convocation of the annual (regular) general shareholder meeting (participants) of the issuer who is economic society and also other decisions connected with preparation, convocation and holding the annual (regular) general shareholder meeting (members) of such issuer;
about convocation (carrying out) or about refusal in convocation (carrying out) of extraordinary general shareholder meeting (participants) of the issuer who is economic society, upon the demand of the audit committee (auditor) of such issuer, the auditor of such issuer or shareholders (shareholder) who are owners at least than 10 percent of voting shares (the participants having in total at least than one tenth from total number of voices of participants) of such issuer;
about inclusion or about refusal in inclusion of the brought questions in the agenda of general shareholder meeting (participants) of the issuer who is economic society, and nominated candidates - in the list of candidates for vote at elections to relevant organ of such issuer which are offered by the shareholders (shareholder) who are in total owners at least than 2 percent of voting shares of such issuer and if issuer is the limited liability company, - any his participant;
about formation of the sole executive body of the issuer which is joint-stock company at two held in a row meetings of the Board of Directors (supervisory board) of such issuer or within two months from the date of the termination or expiration of powers of earlier formed sole executive body of such issuer in case, stipulated in Item the 6th article 69 of the Federal law "About Joint-stock Companies";
about early termination of powers of the sole executive body of the issuer which is joint-stock company at two held in a row meetings of the Board of Directors (supervisory board) of such issuer in case, stipulated in Item the 7th article 69 of the Federal law "About Joint-stock Companies";
about convocation (carrying out) of the extraordinary general meeting of shareholders of the issuer which is joint-stock company in case the number of board members (supervisory board) of such issuer becomes less quantity constituting quorum for holding meeting of the Board of Directors (supervisory board) of such issuer;
about formation of the temporary sole executive body of the issuer which is joint-stock company and about holding extraordinary general meeting of shareholders of such issuer for the solution of question of early termination of powers of its sole executive body or management company (managing director) and on formation of new sole executive body of such issuer or on delegation of power of its sole executive body to management company (managing director) in case the board of directors (supervisory board) of such issuer makes the decision on suspension of powers of its sole executive body or powers of management company (managing director);
about recommendations concerning received by the issuer, being open joint stock company, voluntary, including competing, or the obligatory offer, acquired issued securities and possible change of their market value including assessment of suggested price after acquisition, assessment of plans of person which directed voluntary, including competing, or the obligatory offer, concerning such issuer, including concerning his workers;
4) about the direction the issuer of the statement for entering into the Unified State Register of Legal Entities of the records connected with reorganization, the termination of activities or with liquidation of the issuer, and in case of acceptance by the body performing state registration of legal entities, the decision on refusal in introduction specified zapiseysvedeniya about adoption of such decision;
5) about emergence in the issuer of the organization under control to it having for it essential value and also about the termination of the bases of control over such organization;
6) about emergence of person controlling the issuer and also about the termination of the bases of such control;
7) about decision making about reorganization or liquidation by the organization controlling the issuer, to the under control issuer the organization having for it essential value or person which provided providing on bonds of this issuer;
8) about entering into the Unified State Register of Legal Entities of the records connected with reorganization, the termination of activities or with liquidation of the organization controlling the issuer, to the under control issuer of the organization having for it essential value or person which provided providing on bonds of this issuer;
9) about emergence in the issuer controlling his faces, to the under control issuer of the organization having for it essential value or at person which provided providing on bonds of this issuer, signs of insolvency (bankruptcy), stipulated by the legislation to the Russian Federation about insolvency (bankruptcy);
10) about adoption by Arbitration Court of the statement for recognition of the issuer controlling his faces, to the under control issuer of the organization having for it essential value or person which provided providing on bonds of this issuer, bankrupts and also about adoption by Arbitration Court of the decision on recognition of specified persons by bankrupts, introduction concerning them one of insolvency proceedings, the termination of proceeedings concerning them about bankruptcy;
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In this section, we’ve tried to describe in detail the features and capabilities of the system, as well as the most effective techniques for working with the database.
You also may open the section Frequently asked questions. This section provides answers to questions set by users.
The document ceased to be valid since March 17, 2015 according to Item 92.2 of the Provision of the Central bank of the Russian Federation of December 30, 2014 No. 454-P