ORDER OF FUND OF THE STATE-OWNED PROPERTY OF UKRAINE

of April 9, 2012 No. 481

About modification of the regulatory legal act

According to part one of article 16 of the Law of Ukraine "About privatization of state-owned property", the Laws of Ukraine "About the State program of privatization" and of January 13, 2012 "About introduction of amendments to some laws of Ukraine concerning privatization concerning realization of provisions of the State program of privatization for 2012-2014" I ORDER to No. 4336-VI:

1. In the title and Items 1, 2 orders of Fund of state-owned property of Ukraine, State commission on securities and the stock market, the Antimonopoly Committee of Ukraine of November 16, 1998 No. 2141/297/9 "About approval of the Regulations on procedure for sale on the stock exchanges of blocks of shares of the open joint stock companies belonging to the state" registered in the Ministry of Justice of Ukraine on December 17, 1998 for No. 798/3238 (with changes), the words "Regulations on Procedure for Sale on the Stock Exchanges of Blocks of Shares of the Open Joint Stock Companies Belonging to the State" shall be replaced with words "Regulations on procedure for sale in the course of privatization on the stock exchanges of blocks of shares of joint-stock companies".

2. Make changes to the Regulations on procedure for sale in the course of privatization on the stock exchanges of blocks of shares of open joint stock companies approved by the order of Fund of state-owned property of Ukraine, State commission on securities and the stock market, the Antimonopoly Committee of Ukraine of November 16, 1998 No. 2141/297/9, registered in the Ministry of Justice of Ukraine on December 17, 1998 for No. 798/3238 (with changes), having been reworded as follows it which is applied.

3. In accordance with the established procedure to provide to management of exchange activities and holding auctions provision of this order on state registration in the Ministry of Justice of Ukraine.

4. To impose control over the implementation of this order on the vice-chairman of Fund according to distribution of functional obligations.

5. This order becomes effective from day of its official publication.

 

Approved by the Order of Fund of state-owned property of Ukraine, State commission on securities and the stock market, the Antimonopoly Committee of Ukraine of November 16, 1998 No. 2141/297/9

(in edition of the Order of Fund of state-owned property of Ukraine of April 9, 2012 to No. 481 of the Decision of the National commission on securities and the stock market of Ukraine of April 9, 2012 No. 481 of the Order of the Antimonopoly Committee of Ukraine of April 9, 2012 No. 481

Regulations on procedure for sale in the course of privatization on the stock exchanges of blocks of shares of joint-stock companies

I. General provisions

1.1. This Provision is developed according to the State program of the privatization for 2012-2014 approved by the Law of Ukraine of January 13, 2012 No. 4335-VI, the Law of Ukraine of January 13, 2012 No. 4336-VI "About introduction of amendments to some laws of Ukraine concerning privatization concerning realization of provisions of the State program of privatization for 2012-2014" and the Law of Ukraine "About Fund of state-owned property of Ukraine".

1.2. This Provision determines the basic principles and requirements to the organization and carrying out sale in the course of privatization on the stock exchanges of shares of joint-stock companies (further - the joint-stock company) and to accomplishment of the exchange contracts signed by results of this method of privatization.

1.3. Terms which are used in this Provision are used in such value:

auction on the stock exchange (further - auction) - competitive method of privatization, осуществляеющийся by sale on the stock exchange of shares of the joint-stock company belonging to the state with openness of the offer of the price by the principle of auction which consists in recognition by the winner of such buyer who of all others the first agreed to take shares at suggested price or offered during trading the highest price for shares. The auction can be held by method on advance in price, on writedown, without announcement of the price;

auction without announcement of the price (further - ABOTs) - auction during which the seller does not determine starting price of object of sale the auction is held by advance in price method. The winner of auction the buyer who offered the highest price is recognized;

the auction on writedown - auction during which the biddings begin with the starting price offered by the seller and is held by writedown method to the level of the actual demand without restriction of the minimum selling price. The winner of auction the buyer who of all others the first agreed to take shares at suggested price is recognized;

the auction on advance in price - auction during which the biddings begin with the starting price offered by the seller and is held by advance in price method. The winner of auction the buyer who offered the highest price is recognized;

the exchange biddings (further - the biddings) - the holding the auction organized on the stock exchange on separate object of sale;

the guarantee fee - the cash cover of participation of the buyer in share acquisition at auction acting as guarantee of observance by it of the obligations of the buyer established to these Provisions: concerning participation in auction; concerning the conclusion of the exchange contract if it is acknowledged as the winner; concerning carrying out all provided money payments. The guarantee fee is brought by the buyer prior to the auction and after tendering returns (or it is set off in payment for the shares acquired by it) to the buyer in case of observance of the undertaken obligations and rules of auction by it or does not return in case of violation by the buyer of the undertaken obligations or rules of auction;

the final shareholder (further - the owner) - person addressed to whom will be shares at auction are acquired;

lot - the minimum quantity of shares of the joint-stock company established by the seller which can be acquired by the buyer in the course of the exchange biddings;

litsitator - the specialist who is appointed the organizer of auction and directly holds the exchange auction;

object of sale - the block of shares of the joint-stock company planned in respect of share placing of the joint-stock company for sale through stock exchanges, or separate lot from shares of such packet;

the organizer of auction - stock exchange which will organize also holds auctions;

the plan of share placing of the joint-stock company (further - PRA of the joint-stock company) - the sales plan of shares of the joint-stock company approved by the order of state body of privatization which is privatized, in which rather total quantity of the shares constituting the authorized capital of the joint-stock company results of complete methods of privatization and the planned privatization methods are determined;

the scheduler of sale (further - the scheduler) - regional department of Fund of state-owned property of Ukraine (further - Fund) or structural division of Fund which is responsible for preparation and approval of PRA of the joint-stock company for introduction in it of changes also is responsible for privatization of the joint-stock company;

the buyer - person who directly participates in auction and, in case of recognition by his winner of auction, shall conclude and carry out the birzhevy contract;

renewal of auction - the procedure which leads to renewal of auction for separate object of sale which was suspended or results of which are cancelled;

auction suspension - the procedure which leads to prohibition during certain term (period of time) to sell at auction, to conclude and carry out exchange contracts of rather certain object of sale;

the termination of auction - the procedure of removal of shares from auction;

the seller - state body of privatization which according to this Provision speaks as the seller of shares at auction;

trading day - day of the week in which on the organizer of auction trading session is held;

trading session - period of time of trading day during which on the stock exchange exchange trading in shares is held.

Other terms which are used in this Provision are used according to the legislation of Ukraine.

1.4. Act as the seller of blocks of shares of the joint-stock company:

Fund - for blocks of shares of those joint-stock companies which belong to state-owned property in Ukraine;

state body of privatization to which local government bodies delegated the powers concerning ensuring sale on the stock exchanges of shares of the joint-stock company relating to utility property or property of the Autonomous Republic of Crimea. In this case functions of the scheduler of sale and the seller carry out the relevant structural divisions of this state body of privatization by which the specified powers were delegated according to distribution of functional obligations.

For each object of sale the seller determines the organizer of auction, date of the first exchange biddings, starting price, holding the auction method; provides the publication of the message on the first exchange biddings, about holding the auction method, about results of sale; provides systematic drawing of shares to the exchange biddings, transfer of the sold shares addressed to new owners; makes the decision on suspension, renewal and the termination of auction; signs the birzhevy contract with the winner of auction.

1.5. The stock exchanges having the current license on implementation of professional activity on the organization of stock market trading granted by the National commission on securities and the stock market act as organizers of auctions and have with the seller cooperation agreement on sale of shares of the joint-stock company which are privatized.

The cooperation agreement on sale of shares shareholders of societies which are privatized consists between the seller and the organizer of auctions for a period of one year.

Organizers of auctions can attract the branches to holding auctions.

The organizer of auction provides the admission of buyers to participation in auction, will organize carrying out the exchange biddings and draws up their results, determines the winner of auction, prepares and registers exchange contracts, informs the seller and other interested bodies on results of auction, carries out all necessary calculations for results of auction.

1.6. Can be final shareholders who are on sale at auction physical person or legal entity which according to the current legislation of Ukraine have the right to property acquisition in the course of privatization. Such persons can participate in auction directly, having registered as the buyer, or mediately, having addressed the dealer in securities who will speak as the share purchaser at auction. If the dealer in securities wishes to become the shareholder, he participates in auction as the buyer.

1.7. The auction consists of the regular exchange auction which is held weekly in certain trading day during the period of time determined for trading sessions. Within separate trading session on each object of sale (the block of shares, lot) on which there are buyers the separate auction among the buyers allowed to them is held.

If drawing of the block of shares to auction took place according to requirements of this provision, then such block of shares is offered for the biddings on each trading session until its sale or until adoption by the seller of the decision on suspension or the termination of auction for these shares. The auction for sale of the block of shares which was suspended for the decision of the seller can be renewed or stopped.

The main method of holding the auction - auction on advance in price. Sale of the blocks of shares of the joint-stock company planned in PRA to sale on the stock exchange and exposed on the first biddings begins with this method of auction. For the objects of state-owned property (except controlling stock of the joint-stock company relating to group G) which do not have demand at potential buyers (in case when objects are not sold using other competitive methods), according to the decision of the seller simplified methods of holding the auction take root, in particular: auction on writedown; crushing of blocks of shares, except controlling stock of objects of group G, and their sale by separate lots both by advance in price method, and by writedown method. Blocks of shares of the joint-stock company which did not manage to be sold any different way according to the decision of state body of privatization can be offered for sale at auction without announcement of the price.

ІІ. Sales planning at auction

2.1. The decision on election of auction on the stock exchange as method of privatization of shares of certain joint-stock company accepts state body of privatization which is scheduler of sale of shares of the privatized joint-stock company.

2.2. In the block of shares which is offered for auction the scheduler of sale has the right to include only such shares concerning which sale there are no prohibitions according to the current legislation and concerning which he acts as the authorized owner.

2.3. Shares which are offered for auction shall have the undocumented form of existence. The state body of privatization shall be registered by the managing account in securities on which the specified shares are considered at the keeper.

If the share issue of the joint-stock company was registered and remains in documentary form, then in sale planning process the scheduler shall provide transfer of shares in undocumented form by their immobilization at the keeper elected by it and in depositary.

2.4. Sales planning of the block of shares through stock exchanges shall be displayed in the monthly item-by-item scheduled plan of drawing of blocks of shares for sale approved by Fund.

2.5. Sales planning comes to the end with preparation of PRA of the joint-stock company in which sale on the stock exchanges of the block of shares of the specified size is provided and terms of drawing of shares to auction are planned. The specified PRA of the joint-stock company affirms the order of the relevant state body of privatization. If ABOTs is chosen method of holding the auction, it surely is reflected in the order on approval of PRA of the joint-stock company.

ІІІ. Preparation of the block of shares for exposure to auction

3.1. Preparation of the block of shares for exposure to auction is carried out by the scheduler of sale in the presence of the approved PRA of the joint-stock company in which holding the auction on the stock exchange is planned.

3.2. In the course of preparation of the block of shares for exposure to auction the scheduler of sale performs the following actions:

finds out lack of any prohibitions concerning sale of the specified shares. In particular, finds out availability or lack of proceeedings about bankruptcy the joint-stock company - the issuer of shares is relative. In case of initiation of proceedings about bankruptcy finds out at what stage and in what condition there are proceeedings (sanitation, the voluntary settlement declared by bankrupt);

initiates calculation of starting price of the block of shares (except case when the packet is planned for ABOTs) and receives the copy of the appraisal report (in case of availability of powers prepares such act independently) or the copy of other document which determines starting price of the block of shares;

prepares copies of all documents which need to be sent to the seller;

constitutes the information message about sale of blocks of shares at auction.

3.3. The scheduler of sale prepares the information message in the unified form according to procedure which is established by Fund on fulfillment of requirements of part seven of article 19 of the Law of Ukraine "About privatization of state-owned property".

3.4. Preparation of shares for sale comes to the end with provision from the scheduler to the seller of document package in the following structure:

the information message about sale of the block of shares at auction (original);

PRA of the joint-stock company and order of state body of privatization on its approval (copy);

the appraisal report of the block of shares of the joint-stock company and the order of state body of privatization on its approval (prolongation of effective period of the act) or other document confirming the established starting price (copies) (except preparation of shares for sale on ABOTs);

balances of the company and reports on financial results for the last three financial years and for the last accounting period (copies);

registration certificate of share issue (copy);

extraction from the Unified State Register of Legal Entities and physical persons - entrepreneurs (copy);

the account statement in securities from the keeper by which availability at the state body of privatization registered by the managing account, shares in the quantity sufficient for holding the auction (copy) is confirmed.

ІV. Preparation of the first exchange biddings and informing on their carrying out

4.1. The seller checks the document package received from the scheduler for drawing of shares to auction to compliance to requirements of this provision and, in case of availability of notes, provides their elimination by the scheduler.

4.2. The seller approves the list of the joint-stock company and blocks of shares which are subject to sale at auction, and for each block of shares determines the organizer of auction and date of the first biddings.

4.3. The seller provides the publication in official printing publications of state bodies of privatization separately on each block of shares of the information message about the beginning of the biddings on the stock exchange with the block of shares of the joint-stock company which is privatized. The publication happens according to procedure which is established by Fund in pursuance of part seven of article 19 of the Law of Ukraine "About privatization of state-owned property", and in time not later than 20 days before carrying out the first biddings on this block of shares.

4.4. If after publication of information on the beginning of the biddings by the block of shares at auction either the size of the offered block of shares, or date, or the venue of the first biddings changes, then the new publication of the changed information message about the beginning of the biddings and cancellation of the previous publication is performed. Such publication is performed in official printing publications of privatization authorities not later than 20 calendar days before start date of the postponed biddings.

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