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Ministry of Justice

Russian Federation 

On September 9, 2014 No. 34005

PROVISION OF CENTRAL BANK OF THE RUSSIAN FEDERATION

of August 11, 2014 No. 428-P

About standards of issue of securities, procedure for state registration of release (additional release) of issued securities, state registration of reports on release results (additional release) of issued securities and registration of securities prospectuses

(The last edition from 03-08-2017)

According to Item 2 of article 42 of the Federal Law of April 22, 1996 No. 39-FZ "About the security market" (The Russian Federation Code, 1996, No. 17, Art. 1918; 2001, No. 33, Art. 3424; 2002, No. 52, Art. 5141; 2004, No. 27, Art. 2711; No. 31, Art. 3225; 2005, No. 11, Art. 900; No. 25, Art. 2426; 2006, No. 1, Art. 5; No. 2, Art. 172; No. 17, Art. 1780; No. 31, Art. 3437; No. 43, Art. 4412; 2007, No. 1, Art. 45; No. 18, Art. 2117; No. 22, Art. 2563; No. 41, Art. 4845; No. 50, Art. 6247, Art. 6249; 2008, No. 52, Art. 6221; 2009, No. 1, Art. 28; No. 18, Art. 2154; No. 23, Art. 2770; No. 29, Art. 3642; No. 48, Art. 5731; No. 52, Art. 6428; 2010, No. 17, Art. 1988; No. 31, Art. 4193; No. 41, Art. 5193; 2011, No. 7, Art. 905; No. 23, Art. 3262; No. 27, Art. 3880; No. 29, Art. 4291; No. 48, Art. 6728; No. 49, Art. 7040; No. 50, Art. 7357; 2012, No. 25, Art. 3269; No. 31, Art. 4334; No. 53, Art. 7607; 2013, No. 26, Art. 3207; No. 30, Art. 4043, Art. 4082, Art. 4084; No. 51, Art. 6699; No. 52, Art. 6985; 2014, No. 30, Art. 4219) (further - the Federal Law "About the Security Market") this Provision affirm standards of issue of securities and procedure for state registration of release (additional release) of issued securities, state registration of reports on release results (additional release) of issued securities and registration of securities prospectuses.

Section I. Procedure of issue of securities

Chapter 1. Stages of the procedure of issue of securities

1.1. The procedure of share issue, bonds and options of the issuer (further - securities) if other is not provided by this Provision, includes the following stages:

decision making about securities placement or other decision which is the basis for securities placement (further - the decision on securities placement);

approval of the decision on release (additional release) of securities;

state registration of release (additional release) of securities or assignment to release (additional release) of securities of identification number;

securities placement;

state registration of the report on release results (additional release) of securities or submission of the notification on release results (additional release) of securities.

1.2. Securities, release (additional release) of which did not undergo state registration, cannot be placed, except for the following cases:

share placings in case of establishment of a joint-stock company;

securities placements by reorganization of joint-stock companies in the form of the separation or allocation performed at the same time with merge or to accession in case of which securities placement of the joint-stock companies created as a result of separation or allocation is performed without state registration of issue of securities and the report on results of issue of securities;

placements by open subscription of bonds without mortgage providing concerning which conditions are at the same time complied, stipulated in Item 1 article 27.5-2 of the Federal law "About the Security Market" (further - exchange bonds);

placements by the closed subscription of bonds without mortgage providing concerning which the conditions established by subitems 3 - the 5th Item 1 of article 27.5-2 of the Federal law "About the Security Market" are at the same time complied (further - commercial bonds);

placements of the Russian depositary receipts concerning which conditions, stipulated in Item 5.1 articles 27.5-3 of the Federal law "About the Security Market" are at the same time complied.

1.3. State registration of release (additional release) of securities can be followed by registration of the securities prospectus, and in case of securities placement by subscription - shall be followed by registration of the securities prospectus except as specified if one of the following conditions is observed at least:

in accordance with the terms of securities placement they accommodate to persons which are skilled investors provided that the number of persons who can perform the privilege of acquisition of such securities without persons which are skilled investors does not exceed 500;

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