It is registered
Ministry of Justice
Republic of Moldova
On April 23, 2018 No. 1315
of March 13, 2018 No. 13/10
About approval of the Instruction about stages, terms, procedure and procedures of registration of securities
Based on Art. 7 of the h. (10) and Art. 14 of the h. (4) the Law on the capital market No. 171 of July 11, 2012 (The official monitor of the Republic of Moldova, 2012, No. 193-197, the Art. 665), with subsequent changes and amendments, Art. 38 of the h. (4) and Art. 42 of the h. (5) the Join-stock companies law No. 1134-XIII of April 2, 1997 (it is repeatedly published in the Official monitor of the Republic of Moldova, 2008, No. 1-4, by the Art. 1), with subsequent changes and amendments, Art. 1 of the h. (1), Art. 3, Art. 4 of the h. (1), Art. 8 of the item b), k), m) and o), Art. 20 of the h. (1), Art. 21 of the h. (1), Art. 22 of the h. (2) the Law on the National commission on the financial market No. 192-XIV of 12.11.1998 (it is repeatedly published in the Official monitor of the Republic of Moldova, 2007, No. 117-126 BIS), with subsequent changes and amendments, the National commission on the DECIDES: financial market
1. Approve the Instruction about stages, terms, procedure and procedures of registration of securities, according to appendix.
The instruction about procedure for state registration of securities approved by the Resolution of the National commission on the financial market No. 9/9 of March 1, 2012 (The official monitor of the Republic of Moldova, 2012, No. 170-174, the Art. 987);
The instruction about procedure for the admission of securities of foreign issuers on the security market of the Republic of Moldova approved by the Resolution of State commission on the security market of June 7, 1995 (The official monitor of the Republic of Moldova, 1995, No. 5-6, the Art. 4).
Chairman of the National commission on the financial market
to the Resolution of the National commission on the financial market of the Republic of Moldova of March 13, 2018 No. 13/10
1. This Instruction establishes:
1) stages, terms and procedures of registration by the National commission on the financial market (further - the National commission):
a) the common and preferred shares issued by means of the closed offer (the closed issue) or public offer;
b) secured and unsecured bonds and Moldavian depositary receipts;
c) records in the Register of issuers of securities (further - RETsB), including in case of change of identification data of the issuer, restructuring or cancellation of earlier placed securities;
2) sample, form, the minimum data which need to be included in the avenue of public offer, and also the procedure of approval of prospectuses of public offers by the National commission in the primary market.
2. This Instruction is not applied to issue of the securities issued by Single Central Securities Depository (further - the Central depositary), and also to issue of the government securities and securities issued by local public authorities which are regulated, respectively, by regulations about Single Central Securities Depository, the Law on debt of the public sector, the state guarantees and the state recrediting No. 419/2006, by the Law on local public finance No. 397/2003 and other regulations.
3. The concepts used in this Instruction have the values provided by the Law on the capital market No. 171 of July 11, 2012 (further - the Law No. 171 of July 11, 2012). For the purpose of this Instruction, the following concepts are used:
the issuer – the joint-stock company or limited liability company founded according to provisions of the Join-stock companies law No. 1134/1997 (further – the Law No. 1134/1997), respectively, the Law on limited liability companies No. 135/2007 (further – the Law No. 135/2007), issuing shares, bonds (depending on case) which are subject to registration in RETsB according to provisions of this Instruction;
state registration of securities - complex actions of the National commission which include:
a) recognition of reality of subscription to securities;
b) ceased to be valid;
c) introduction of the corresponding signing up in RETsB, with indication of the single number of identification of securities assigned depending on circumstances by the National commission / the Central depositary;
the closed offer (the closed issue) – securities placement between shareholders/members of the issuer and/or in limited circle of people, the shareholders/participants approved by general meeting;
the prospectus of public offer - the document of the issuer containing sufficient information, useful to investors, on the offered securities which would allow them to make the conscious decision on subscription/acquisition of the securities placed by the issuer by means of public offer in the primary market;
share value consolidation - the procedure by means of which the nominal (established) share value performed along with reduction of number of shares increases;
share value crushing - the procedure by means of which the nominal (established) share value performed along with increase in number of shares decreases;
converting of securities - exception of turnover and cancellation of all securities of one class by their replacement with securities of other class of the same society, or securities of other society (the accepting society), in case of reorganization of the relevant society by accession;
restructuring of issue (issues) of securities - change of quantity of securities and/or the nominal / established cost all being in security circulation of certain class, and/or the size of the authorized capital which can be followed by converting, consolidation or crushing of securities of this class.
4. Paper documents are submitted the National commission according to this Instruction either in the original, or in the copy legalized notarially or certified by the sign manual of authorized/responsible persons of the issuer and are confirmed facultatively by the issuer's seal. The documents submitted the National commission according to this Instruction are constituted in official language and are represented by single packet, with application of the list of the included documents, with indication of the name of the document and number containing in it pages.
5. If the documents submitted the National commission do not conform to requirements of Item 4, they are not considered and return. Return of documents does not exclude possibility of their repeated submission to the National commission after remedial action.
6. The issuer shall finish placement of issued securities after one year after decision date about issue of securities if the resolution on the closed offer or the prospectus of public offer do not provide shorter term.
7. State registration of the securities issued by professional clients of the capital market, such as: investment societies, licensed banks, the insurance companies, the organizations of collective investment into securities (further - OKITsB) and their societies of trust management of investments, the pension funds, it is performed in the procedure established by this Instruction, in view of the features provided by the regulations regulating activities of these subjects.
8. The procedure of cancellation, release and sale of shares in the capital of banks, insurers (overcautious persons) or investment societies which had with non-compliance with requirements imposed to quality of shareholders is performed according to provisions of the Law on activities of banks No. 202/2017 (further - the Law No. 202/2017), the Insurance law No. 407/2006 (further - the Law No. 407/2006) and the Law No. 171 of July 11, 2012.
9. In case of registration the document certifying preliminary permission of National Bank of Moldova to acquisition or increase in share in the authorized capital of bank and/or the notification on alienation of shares in the authorized capital of bank, according to the Law No. 202/2017 in addition is submitted to RETsB of changes of the banks connected with the authorized capital and/or the securities issued by them.
9-1. In case of registration the document certifying permission of National Bank of Moldova to acquisition or increase in share in the authorized capital according to Article 16-1, with part is in addition submitted to RETsB of the changes connected with the authorized capital of payment societies, societies of issuers of electronic money and suppliers of the post services founded in the legal form of joint-stock company and providing payment services (6) Article 7 and from Article 86 Law about payment services and electronic money No. 114/2012.
9-2. If the plan of the procedure of restructuring of the issuer who is in process of insolvency provides change of its authorized capital in quality of corrective action, part provisions will be considered (4) article 8 of the Law No. 1134/1997 and part (1) Article 204 of the Insolvency act No. 149/2012.
10. The changes connected with the authorized capital and/or securities of the insurer (overcautious person) and investment societies can be registered in RETsB only with the preliminary permission of the National commission issued according to the Law No. 407/2006 and, respectively, the Law No. 171 of July 11, 2012 and also with regulations of the National commission.
11. State registration of securities cannot be considered as guarantee of the price of the corresponding securities.
12. In case of all terms established for consideration of the applications of issuers according to provisions of this Instruction the following rules are applied:
1) the National commission has the right to request submission of any additional documents in support of the application submitted by the issuer for registration/modification of RETsB provided that they are necessary and directly connected with subject of the statement;
2) in case owing to consideration of the submitted documents it is determined that they are constituted with variations from provisions of the current legislation and/or are provided not in full, the National commission notifies on it the issuer at least in two working days prior to the expiration of 21 term provided in Item, and, respectively, in 5 working days prior to the expiration of the terms provided in this Instruction for other cases, with indication of procedure for elimination of the established variations;
3) in case the National commission requests additional documents or elimination of the revealed variations, from the date of submission of the last requested additional document and/or elimination of the revealed variations the new term of consideration corresponding to the deadline provided in this Instruction begins to flow.
13. The payment and the registration fees of securities are levied according to article 6 of the Law on the National commission on the financial market No. 171/2012 (further - the Law No. 171/2012).
14. In the conditions of this Instruction, personal data, only strictly necessary and not excessive concerning the established purpose, with ensuring proper level of safety and confidentiality concerning the risks provided by processing and the nature of the processed data according to the principles established by the legislation on personal data protection are processed.
15. Issue of securities can be performed:
1) by means of the closed offer (the closed issue);
2) by means of public offer.
16. The closed offers of shares are performed in case of:
1) creation of society;
2) increase in the authorized capital by placement of additional shares;
3) converting, crushing or consolidation of earlier placed securities.
17. The shares issued during creation of society are placed completely among founders by means of the closed issue.
18. The shares issued during creation of society shall be completely paid before their registration in the National commission.
19. For state registration of the shares placed under the organization, the issuer submits the following documents to the National commission:
1) the statement, according to Appendix No. 1 to this Instruction;
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