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Ministry of Justice of Ukraine

July 18, 2018

No. 837/32289

DECISION OF THE NATIONAL COMMISSION ON SECURITIES AND STOCK MARKET OF UKRAINE

of June 21, 2018 No. 424

About approval of the Regulations on implementation of public offer of securities

(as amended on 23-07-2020)

According to Item 13 of article 8 of the Law of Ukraine "About state regulation of the security market in Ukraine", to the Law of Ukraine of November 16, 2017 No. 2210-VIII "About modification of some legal acts of Ukraine concerning simplification of business and investment attraction by issuers of securities", for the purpose of establishment of procedure of public offer of securities the National commission on securities and the stock market RESHILA:

1. Approve Regulations on carrying out public offer of securities (further - the Provision) which are applied.

2. Shareholders of public joint stock companies which are considered not performing public offer of shares and shall bring till January 1, 2019 into accord with the Law of Ukraine of November 16, 2017 No. 2210-VIII "About modification of some legal acts of Ukraine concerning simplification of business and investment attraction by issuers of securities" the charters and domestic situations, in case of intention to perform public offer in cases when requirements concerning need of execution of the prospectus do not extend to them, shall receive the consent of joint-stock company to implementation of such public offer.

3. And corporate finances (Khokhlov N.) to provide to corporate management department submission of this decision on state registration in the Ministry of Justice of Ukraine.

4. And corporate finances (Khokhlov N.) to provide to corporate management department promulgation of this decision on the official website of the National commission on securities and the stock market.

5. To management of international cooperation and communications (Yushkevich A.) provide publication of this decision in the official printing publication of the National commission on securities and the stock market.

6. This decision becomes effective from the date of, its official publication following behind day.

7. Control over the implementation of this decision to assign to the member of the National commission on securities and the stock market Libanov N.

Commission chairman
T. Hromayev

Approved by the Decision of the National commission on securities and the stock market of Ukraine of June 21, 2018 No. 424

Regulations on carrying out public offer of securities

I. General provisions

1. This Provision regulates procedure of public offer of securities the issuer (taking into account features of issue of the securities provided by other regulatory legal acts of the National commission on securities and the stock market (further - registering body)), the offerer, preparation and representation on approval of the securities prospectus in registering body, approval of the securities prospectus by registering body, modification and amendments of the securities prospectus, approval by registering body of changes and amendments in the securities prospectus, coordination by the issuer of the securities prospectus which is drawn up by the offerer, promulgation of the securities prospectus by person performing public offer of securities.

Features of public offer of bonds of international financial institution are determined by the Regulations on procedure of bond emission of international financial institutions and their address approved by the decision of the National commission on securities and the stock market of December 27, 2019 No. 801.

2. In this Provision terms are used in such values:

skilled investors in financial instruments (further - skilled investors) - investors in financial instruments which have abilities, experience and knowledge in the field of the capital markets, sufficient for adoption of investment decisions by them for the purpose of transactions concerning financial instruments;

date of implementation of public offer - date of promulgation of public offer by person performing public offer.

3. The financial reporting - the reporting (for banks - in the corresponding forms which are determined by the regulatory legal acts about creation of the financial reporting of banks of Ukraine approved by resolutions of Board of the National Bank of Ukraine which affected the corresponding reporting dates; for other legal entities - the financial reporting in the corresponding forms which are determined by regulatory legal acts of the central executive body which provides forming and realizes state policy in the sphere of financial accounting, on creation of the financial reporting of the legal entities (except banks) acting for the corresponding dates) which consists from:

report on financial condition at the end of the period;

profit and loss statement and other comprehensive income for the period;

report on changes in equity for the period;

cash flow statement for the period;

notes to the financial reporting.

4. Other terms used in this Provision are used according to the current legislation.

5. Skilled investors are:

1) international financial institutions;

2) foreign states and their Central Banks;

3) the state of Ukraine on behalf of the public authorities authorized by it, the National Bank of Ukraine;

4) professional participants of the security market, banks and insurance companies;

5) the legal entities including created by the legislation of other state if they answer at least two of the following criteria:

the balance sheet total constitutes at least 20 million euros at the rate of the National Bank of Ukraine as of day of the last annual accounts;

the annual net income from sales of goods, works and services for the last financial year constitutes at least 40 million euros at the rate of the National Bank of Ukraine as of day of the last annual accounts;

own means constitute at least 2 million euros at the rate of the National Bank of Ukraine as of day of the last annual accounts.

II. Public offer of securities

1. Implementation of public offer of securities

Public offer of securities (further - public offer) - the offer (offer) turned to the uncertain group of people, on acquisition of securities at the price and on the conditions determined by such offer which is performed taking into account requirements of the Law of Ukraine "About securities and share the market" and this provision.

The public offer shall contain conditions and procedure for acquisition of securities concerning which such public offer, effective period of such offer, other conditions according to this Provision is performed.

The public offer shall be performed according to requirements of the legislation and this provision.

The public offer can be performed:

the issuer in the course of issue of securities;

rather redeemed by the issuer or otherwise the acquired securities;

the offerer selling the securities belonging to him.

Submission of the request about the admission of securities to the biddings on the stock exchange regarding inclusion in the exchange register is considered implementation of public offer.

Submission of the request about the admission of securities to the biddings on the stock exchange without inclusion in the exchange register is not considered implementation of public offer.

2. Public offer which requires execution of the prospectus

The public offer which requires execution of the securities prospectus (further - the prospectus) is performed only on condition of execution of the prospectus, its approval by registering body and promulgation according to the procedure, determined by this Provision.

Person who has intention to perform public offer which requires execution of the prospectus except cases of implementation of public offer of securities in the course of their issue shall submit to registering body documents, stipulated in Item 1 Chapter 9 of the Section III of this provision.

The decision on approval or refusal in approval of the prospectus is accepted by registering body according to the procedure and terms, stipulated in Item 3 Chapters 9 of the Section III of this provision.

Implementation of public offer which requires execution of the prospectus is possible only on condition of validity of the prospectus for date of implementation of such public offer.

3. Public offer which does not require execution of the prospectus

1. Implementation of public offer does not require execution of the prospectus if the public offer falls under the cases determined by part 4 of article 34 of the Law of Ukraine "About securities and the stock market".

Implementation of public offer which does not require execution of the prospectus is possible only on condition of representation of public offer in registering body according to the procedure, provided by this Provision.

Person who has intention to perform public offer which does not require execution of the prospectus, shall submit to registering body the documents provided by Items 4, of the 6th this Chapter not later than three working days before date of implementation of public offer.

Promulgation of public offer which does not require execution of the prospectus is performed according to the procedure and the terms provided by Items 1, 2 Chapters 10 of the Section III of this Provision.

2. The public offer of securities is performed by the issuer in the course of their issue only under condition:

1) observance by the issuer of requirements of the legislation on issue of securities;

2) registration of issue of securities by registering body.

3. The public offer rather redeemed or otherwise the acquired securities is performed by the issuer only on condition of observance by the issuer of requirements of article 66 of the Law "About Joint-stock Companies" and the legislation on implementation of transactions with securities of the redeemed securities and in case of public offer otherwise of the acquired securities.

The public offer redeemed or otherwise the securities acquired by the issuer is performed on the following stages:

adoption by authorized body of the issuer of the decision on implementation of public offer redeemed or otherwise the securities acquired by the issuer, condition, procedure and the term of implementation of public offer;

approval of market value of securities concerning which the public offer is performed (in the cases established by the legislation);

submission to registering body of documents on implementation of public offer;

promulgation of public offer.

4. In case of implementation of public offer redeemed or otherwise the acquired securities which does not require execution of the prospectus the issuer shall submit the following documents to registering body:

statement for public offer (appendix 1);

public offer (appendix 2);

the decision of authorized body of the issuer on carrying out public offer redeemed or otherwise the securities acquired by the issuer, conditions, procedure and term of implementation of public offer;

the document on approval of market value of securities concerning which the public offer is performed (in the cases established by the legislation);

the certificate of the account status in securities of the issuer which confirms implementation by the issuer of the redemption of securities of the corresponding release, and/or the register of owners of securities of the corresponding release;

the document confirming the power of the person which signed the application for implementation of public offer and public offer;

form with contact information of persons responsible for preparation and execution of the prospectus, statement and changes to it (appendix 3).

5. The offerer can independently draw up the prospectus (appendix 4) in case of lack of the valid prospectus for date of implementation of public offer. Which is drawn up by the offerer the prospectus it shall be approved by the issuer.

Confirmation of coordination of the prospectus by the issuer is provided in the form given in appendix 5.

The public offer of securities is performed by the offerer on such stages:

acceptance of the offerer by authorized body (if the offerer is legal entity) or personally the offerer (if the offerer is physical person) decisions on implementation of public offer of securities, conditions, procedure and term of implementation of public offer;

coordination of the prospectus which is drawn up by the offerer with the issuer of securities concerning which the public offer is performed (in case of execution of the prospectus);

submission to registering body of documents on implementation of public offer;

promulgation of public offer.

6. In case of implementation of public offer by the offerer which does not require execution of the prospectus the offerer shall submit the following documents to registering body:

statement for public offer;

public offer;

the decision of authorized body of the offerer (if the offerer is legal entity) or the offerer (if the offerer is physical person) about implementation of public offer of securities, conditions, procedure and term of implementation of public offer;

the account statement in securities of the offerer confirming the property right of the offerer to securities concerning which the public offer is performed;

the document confirming the power of the person which signed the application for public offer (except physical person offerer who independently signs the application for public offer and public offer);

form with contact information of persons responsible for preparation and execution of the prospectus, statement and changes to it.

7. The documents constituted when implementing public offer shall contain the up-to-date, reliable, complete information for date of its submission to registering body if other is not provided by this Provision.

Person performing public offer provides reliability, completeness and relevance of the data provided in the documents filed to registering body.

In case of execution of the prospectus by the offerer which is approved by the issuer the issuer and the offerer solidary provide reliability, completeness and relevance of the data provided in the prospectus.

The date of receipt of the documents specified in items 4 - the 6th this Chapter, is registration date of such documents provided in paper form in the relevant division of registering body which performs functions of registration of incoming correspondence.

Documents are electronically attached to the documents submitted in paper form. Accuracy of the information, containing in the documents submitted electronically and information containing in the documents provided in paper form provides person who provides the relevant documents.

4. Prohibition of public offer

1. The registering body can forbid public offer if established fact of violation of requirements of the legislation on securities and/or about joint-stock companies.

The public offer is impossible in case of prohibition of the securities trading by registering body according to Item 16-3 of article 8 of the Law of Ukraine "About state regulation of the security market in Ukraine".

2. The message on prohibition of public offer is brought to the attention of person performing public offer, in writing by the direction of the order about prohibition of public offer of securities (appendix 6) which shall contain the reasonable bases for such prohibition.

5. List of public offers

The registering body keeps the list of public offers.

The registering body posts information on public offers on the official website.

In case of implementation of public offer which does not require execution of the prospectus the public offer is included in the list of public offers within three working days from receipt date in registering body of documents, stipulated in Item 4 Chapters 3 of this Section.

Adoption of documents of rather public offer by registering body, inclusions of public offer in the list of public offers, other action of registering body of rather public offer is not guarantee of cost of securities concerning which the public offer is performed.

6. The data entered in the list of public offers

In the list of public offers the following data are entered:

1. General information:

1) the status of person performing public offer:

the issuer in the course of issue of securities;

the issuer rather redeemed or otherwise the acquired securities;

the offerer about sale of the securities belonging to him;

2) submission of the request about the admission of securities to the biddings on the stock exchange regarding inclusion in the exchange register;

3) the public offer is performed with execution of the prospectus or without execution of the securities prospectus;

4) information on need of execution of the prospectus or the basis for release of person performing public offer from execution of the prospectus according to part 4 of article 34 of the Law of Ukraine "About securities and the stock market";

5) approval date registering body of the securities prospectus and validity of the prospectus;

6) information on availability of the basic prospectus;

7) documents which determine procedure of public offer and condition and procedure for acquisition of securities when implementing public offer.

2. Information concerning the offerer (for legal entities):

code EGRPOU / identification code of the legal entity;

name;

location;

means of communication (phone, fax, e-mail address, website address).

Information concerning the offerer (for physical persons):

surname, name, middle name (in the presence);

registration number of accounting card of physical person of the taxpayer and/or series, passport number (if person refused receipt of registration number of accounting card of physical person taxpayer and notified on it relevant organ) (this information is not subject to placement on the website of registration body);

residence;

means of communication (phone, the fax, the e-mail address) (this information is not subject to placement on the website of registration body).

3. Information on the issuer of securities:

code EGRPOU / identification code of the legal entity;

name;

location;

means of communication (phone, fax, e-mail address, website address);

size of the authorized capital.

4. Information on public offer of securities:

total nominal value of the securities offered for public offer;

international number (code) of security of ISIN;

number of securities;

nominal value of securities;

type of securities (for bonds): percentage, discount, target;

type of securities (for shares) - simple, exclusive;

release form (nominal, to bearer);

interest rate (for interest bearing securities);

effective period of public offer (start date of placement; end date of placement);

stock exchange on which the public offer of securities will be performed;

full name, code on EGRPOU, location, contact information of the underwriter;

start and end date of public offer (except shares);

date of prohibition of public offer;

the website, on which promulgated public offer;

prohibition of public offer (concerning others);

recovery of public offer.

III. Securities prospectus

1. Contents of the prospectus

1. The prospectus is drawn up by person performing public offer (further - person who draws up the prospectus).

The prospectus shall contain all information which considers features of the issuer and securities concerning which the public offer is performed necessary for provision for investors of opportunity to make reasonable assessment of financial position of assets and liabilities of the issuer, prospects of the issuer and any person which provides obligation fulfillment of the issuer on such releases and also is right on such securities and which moves in shape which is easy for understanding and analysing.

The prospectus shall provide provision to the investor of all necessary information for the purpose of acceptance by the ordinary investor of the weighed investment decision for acquisition of securities concerning which the prospectus is drawn up.

The prospectus shall be drawn up taking into account specific type of security and person who draws up the prospectus.

Execution of the prospectus is not obligatory in cases, stipulated by the legislation.

2. The prospectus shall have three parts:

summary;

registration document;

document on securities.

Only three specified parts together constitute the prospectus which is required for public offer, except the case provided by Chapter 7 of the Section II of this provision.

2. Validity of the prospectus

The prospectus, the basic prospectus which consists of the single document is valid for implementation of public offer within 12 months from the date of its approval by registering body.

If the prospectus, the basic prospectus consists of several documents, term in 12 months is calculated from approval date of the last of documents.

The prospectus, the basic prospectus stops reality if the essential changes specified in Item 2 of Chapter 11 of this Section took place, but were not drawn up according to requirements of Item 1 of Chapter 11 of this Section.

3. Prospectus form

1. The prospectus shall be constituted with use of the structural elements given in appendix 4, depending on features of public offer, person who draws up the prospectus, type of securities concerning which the public offer is performed.

2. The prospectus shall contain all corresponding structural elements according to appendix 4 depending on features of public offer.

3. The prospectus can consist of one or several various documents which also may contain references to other documents which are in public access as a result of their promulgation according to requirements of Article 38-1 or the Section V of the Law of Ukraine "About securities and the stock market".

4. In the prospectus which consists of several documents information shall be divided into three parts: summary, registration document and document on securities.

The prospectus shall state this information in such sequence:

clear and detailed content;

summary;

the registration document - information on the issuer according to the structural elements given in appendix 4, chosen depending on features of public offer, and information concerning the guarantor, the guarantor (in the presence);

the document on securities - information according to the structural elements given in appendix 4, chosen depending on securities concerning which the public offer is performed.

5. The registration document and the document on securities shall contain risks assessment, concerning the issuer and/or securities concerning which the public offer, and the other information concerning the issuer and/or securities concerning which the public offer is performed according to structural elements of appendix 4, chosen depending on features of public offer is performed.

If the procedure for statement of information in the prospectus does not match the sequence of statement of information specified in Item 6 of this Chapter, the issuer shall provide in addition in registering body the document in which will determine detailed contents of the submitted prospectus in the sequence of Items of structural elements of appendix 4 with reference to pages of the provided prospectus on which this or that information can be found.

6. In case of implementation by person of public offer concerning which for date of public offer there is already existing registration document approved by registering body preparation and approval of the registration document are not required. In this case person who draws up the prospectus shall prepare only the summary and the document on securities, and also to make a reference to the existing registration document and the place where the investor can find it.

7. Person who draws up the prospectus shall include in the document on securities which is submitted for approval to registering body, all information which usually is specified in the registration document which underwent essential changes from the moment of publication of the existing registration document and will give to investors opportunity to make reasonable assessment of condition and prospects of the issuer. Instruction of all specified information in the document on securities is not required in the cases provided by Chapter 7 of this Section.

8. Information which is specified in the prospectus shall be submission of the prospectus, urgent, reliable, complete and truthful for date, in registering body on approval if other is not provided by this Provision.

9. If the prospectus is drawn up by the legal entity, it is signed by the person performing managerial functions in it the legal entity, properly authorized on signing of the prospectus by such legal entity.

If the prospectus is drawn up in the course of issue of securities, it is signed by the person performing managerial functions in the issuer, properly authorized on signing of the prospectus by such legal entity and the auditor.

If the prospectus is drawn up by physical person, then it is signed by such physical person.

Persons which signed the prospectus thereby confirm reliability of data which contain in it, and the auditor - reliability of data on the financial reporting which is checked by it.

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