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

of December 27, 2019 No. 801

About approval of the Regulations on procedure of bond emission of international financial institutions and their address

According to Items 1, 3, 6-1 parts two of Article 7, to Item 13 of article 8 of the Law of Ukraine "About state regulation of the security market in Ukraine", article 10-1 of the Law of Ukraine "About securities and the stock market", for the purpose of establishment of procedure of bond emission of international financial institutions and their address the National commission on securities and the stock market RESHILA:

1. Approve Regulations on procedure of bond emission of international financial institutions and their address which is attached.

2. Action of this decision extends to the international financial institutions which made the decision on bond emission of international financial institutions, from the effective date this decision.

3. Add Item 1 of the Section I of the Regulations on implementation of the public offer of securities approved by the decision of the National commission on securities and the stock market of June 21, 2018 No. 424, the new paragraph of such content registered in the Ministry of Justice of Ukraine on July 18, 2018 for No. 837/32289,:

"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.".

4. To provide to management of methodology of corporate management and corporate finances (Peresunko D.):

submission of this decision on state registration in the Ministry of Justice of Ukraine;

promulgation of this decision on the official website of the National commission on securities and the stock market.

5. This decision becomes effective from the date of its official publication.

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

Approved by the Decision of the National commission on securities and the stock market of Ukraine of December 27, 2019 No. 801

Regulations on procedure of bond emission of international financial institutions and their address

I. General provisions

1. General provisions about bond emission

1. This Provision establishes procedure of issue and the circulation of bonds of international financial institutions (further - bonds), registration of bond issue, registration of bond issue and approval of the prospectus / final conditions, approval of changes and/or amendments to the avenue / final conditions, coordination of changes in the decision on bond emission, registration of the report on results of bond emission in the National commission on securities and the stock market (further - registering body), considering part the sixth article 10-1 of the Law of Ukraine "About securities and the stock market".

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

the basic prospectus of bonds (further - the basic prospectus) - the document containing information on the issuer and general (basic) terms of implementation of bond emissions of the issuer or the description of the program of bond emission of the issuer and also provides additional registration by the issuer final conditions of the bond emission for implementation corresponding, provided by such final conditions, bond emissions. Bazovy Prospekt together with final conditions constitutes the prospectus of bonds of the corresponding issue;

default - the circumstance (one or several) determined by the prospectus / final conditions and the decision on bond emission which approach provides to bondholders (or to person authorized by them) the right to require early execution of payment obligations of the issuer to bondholders (if another is not provided by the prospectus / final conditions and the decision on bond emission). If the prospectus / final conditions or decisions on bond emission does not determine such circumstance (or the list of such circumstances), violation by the issuer of the payment obligation determined by conditions of bonds, and also approach of circumstances which bring is considered default or can result in insolvency, bankruptcy, the termination of activities or liquidation of the issuer;

permission to bond emission implementation - permission of the central executive body which provides forming and realizes the state financial policy, on the implementation of bond emission in the territory of Ukraine provided by part two of article 10-1 of the Law of Ukraine "About securities and the stock market";

early repayment of bonds - set of actions of the issuer and the bondholders connected with accomplishment by the issuer of obligations on bonds by payment to owners of such bonds of nominal value and the income for such bonds (if another is not provided by the decision on bond emission or the prospectus / final conditions) or payment of nominal value of such bond before repayment periods of the bonds provided by the decision on bond emission or the prospectus / final conditions;

bond issuing institution (further - the issuer) - international financial institution which on its own behalf places bonds and undertakes the obligations following from conditions of issue of these bonds before their owners;

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

final conditions of bond emission (further - final conditions) - the document which is processed by the issuer according to requirements of the basic prospectus and supplements the basic prospectus with conditions which determination is required by the basic prospectus and this Provision for implementation of the corresponding bond emission. Final conditions together with the basic prospectus constitute the prospectus of bonds of the corresponding issue;

list of foreign stock exchanges - The list of foreign stock exchanges on which securities of the foreign issuers having intention to get the admission to security circulation in the territory of Ukraine approved by the decision of the National commission on securities and the stock market of September 10, 2013 No. 1754, registered in the Ministry of Justice of Ukraine on September 27, 2013 for No. 1672/24204 (in edition of the decision of the National commission on securities and the stock market of December 7, 2017 No. 870) shall be allowed to the address;

the document, similar on content, - the document of international financial institution which can have the name other than the prospectus / the basic prospectus / final conditions, but which contains information which reveals in the prospectus / the basic prospectus / final conditions according to this Provision;

the prospectus of bonds (further - the prospectus) - the document containing information on the issuer, conditions of issue and placement of bonds, and also other data provided by this Provision taking into account article 10-1 of the Law of Ukraine "About securities and the stock market". In case of intention of the issuer to perform more than one bond emission the prospectus can consist at choice of the issuer of the basic prospectus and final conditions;

the public offer of bonds (further - public offer) - the offer (offer) which can contain in the prospectus / final conditions or the document, similar on content, turned to the uncertain group of people, about bonds acquisition at the price and on the conditions determined by such offer (the prospectus / final conditions or the document, similar in sense, in which it contains), is performed taking into account requirements of this Provision, considering article 10-1 of the Law of Ukraine "About securities and the stock market";

the financial reporting - the financial reporting which is constituted according to the accounting standards used by the issuer.

The terms "underwriting", "interest bearing bonds", "issue of securities", "discount bonds", "issue", "international security identification number", "security circulation", "bond", "offerer", "first owner", "issue of securities", "repayment of issued securities, circulation period of bonds", "principle of acquiescence" are used according to the Law of Ukraine "About securities and the stock market".

3. Bonds can exist only in paperless form.

4. The issuer can perform issue of interest or discount bonds.

5. The interest rate for interest bearing bonds can be fixed or floating.

If the interest rate is fixed, the specific size of this rate is determined in the decision on bond emission or the prospectus / final conditions.

If the interest rate is floating, in the decision on bond emission and or the prospectus / final conditions the procedure for its calculation for the corresponding formula is determined or the authorized body (authorized person) of the issuer and the minimum and maximum size of interest rate which this authorized body (authorized person) can determine is determined.

6. In case of bond emission implementation adoption of relevant decisions concerning such issue is performed by authorized body (authorized person) of the issuer.

Documents (their copy) which according to this Provision are submitted by the issuer to registering body do not require assurance by the signature of the head of the issuer, and are signed by the authorized person according to the conferred powers. Assurance of the authorized signature by the notary and legalization of such documents (their copies) is not required.

Certification by the notary of fidelity of the translation of the document (its copy) in official language of Ukraine and authenticity of the signature of the translator is not required if the text of the document (its copy) is stated at the same time in foreign language and official language of Ukraine or the translation was certified by the authorized person of the issuer.

The issuer along with submission of documents to registering body, has the right to report to registering body about impossibility (inexpediency) of provision of certain document and/or inclusion of certain information in the prospectus / final conditions or other document which is filed to registering body. The issuer is considered exempted from obligation to submit such document or to include such information in the avenue / final conditions or other document if the registering body within five working days did not tell the issuer that lack of such document or information in the prospectus / final conditions or other document, bears substantial risks for investors in the bond. In that case terms of consideration of documents are calculated from the date of provision of such documents and/or information determined by final conditions.

7. The actions of the issuer directed to registration of bond issue in registering body and their placement among investors are performed in the sequence established by this Provision.

8. Bond emission is performed by the issuer independently or with involvement of the underwriter which signed the agreement on underwriting with the issuer. In that case requirements to the form of the Standard agreement of underwriting approved by the decision of the National commission on securities and the stock market of September 18, 2012 No. 1240, registered in the Ministry of Justice of Ukraine on November 21, 2012 for No. 1949/22261, are not applied.

9. In the course of bond emission (including by implementation of public offer) contracts concerning alienation of bonds are signed with the first owners before the date determined by the decision on bond emission or the prospectus / final conditions.

10. In case of bond emission without implementation of public offer their placement is performed among in advance determined in the decision on bond emission and or the prospectus / final conditions of the group of people.

11. Each investor in the bond shall pay the cost of such bonds in full before the date determined by the decision on bond emission or the prospectus / final conditions and if such date is not determined - no later than the 60th calendar day from the date of the termination of term of the placement of bonds specified in the decision on bond emission and or the prospectus / final conditions.

12. The circulation of bonds is allowed after registration by registering body of the report on results of bond emission and issue of the registration certificate of release of such bonds.

13. Submission of the report on results of bond emission is performed by the issuer within 90 days from the date of the termination of term of placement of bonds.

14. 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.

15. Provisions   of Sections IV and V of the Law of Ukraine "About securities and the stock market" are not applied to the issuer and bonds concerning which issue according to this Provision is performed, except cases if it is directly provided to the prospectus of such bonds, taking into account the features determined by such prospectus.

If the prospectus provides application   of Sections IV and V of the Law of Ukraine "About securities and the stock market" to the issuer and bonds issue and public offer (including execution of the prospectus by the issuer and his approval by registering body) is made taking into account Regulations on implementation of the public offer of securities approved by the decision of the National commission on securities and the stock market of June 21, 2018 No. 424, registered in the Ministry of Justice of Ukraine on July 18, 2018 for No. 837/32289.

2. Public offer

1. The public offer is performed according to requirements of this provision, taking into account article 10-1 of the Law of Ukraine "About securities and the stock market".

Public offer (the prospectus / final conditions which provide implementation of public offer) shall contain conditions and procedure for bonds acquisition concerning which such public offer, effective period of such offer, other conditions according to this Provision is performed.

2. The public offer can be performed:

1) the issuer in the course of bond emission;

2) the issuer concerning the redeemed bonds;

3) the offerer selling the bonds belonging to him if it is not forbidden by the decision on issue or the prospectus / final conditions.

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

3. The public offer 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, except cases, stipulated in Item the 5th this Chapter.

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.

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

If the prospectus consists of several documents (including final conditions), term in 12 months is calculated from approval date registering body of the last of documents.

5. Implementation of public offer does not require execution of the prospectus if:

1) the public offer is performed only among skilled investors;

2) the public offer is performed among unskilled investors whose total quantity constitutes less than 150 people;

3) the application about the admission of bonds to the biddings on the stock exchange regarding inclusion in the exchange register is submitted provided that bonds of this release are already included in the exchange register of this stock exchange;

4) the application about the admission of bonds to the biddings on the stock exchange regarding inclusion in the exchange register concerning the bonds which are already included in the exchange register of other stock exchange is submitted provided that such bonds are in the exchange register of other stock exchange more than eighteen months.

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.

6. 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 the public offer is included in the list of public offers within three working days from receipt date in registering body of the documents provided by this Provision.

Adoption of documents of rather public offer by registering body, inclusion 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.

In the list of public offers the data given in appendix 1 to this Provision are entered.

7. The registering body can forbid public offer and send to the issuer the instruction about elimination of violation of requirements of the legislation on securities if established fact of violation of requirements of the legislation on securities when implementing public offer.

In case of not elimination of violation of requirements of the legislation on securities within 15 working days from the date of receipt of such order by the issuer the registering body can forbid public offer.

The notification 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 bonds which shall contain the reasonable bases for such prohibition. Information on the direction of this order is also given the issuer by means of telecommunication communication.

II. Bond emission procedure

1 The international financial institution can perform bond emission in the territory of Ukraine on the conditions determined by constituent documents of such international financial institution and/or according to the international treaty of Ukraine on the conditions determined by the decision on bond emission or the prospectus / final conditions after receipt of permission to bond emission implementation.

2. The bond has the nominal value determined in national currency.

3. Placement, sale and bond redemption are performed in national currency.

4. If Ukraine is member of international financial institution and/or the international treaty of Ukraine, means received by international financial institution from placement of bonds is signed with such organization, are used for implementation of transactions by such organizations according to constituent acts of such organizations and/or international treaties of Ukraine according to the Constitution of Ukraine and the Law of Ukraine "About international treaties of Ukraine".

If Ukraine is not member of international financial institution and/or the international treaty of Ukraine, means received by this organization from placement of bonds is not signed with such organization, are used in coordination with the Cabinet of Ministers of Ukraine.

5. International financial institutions can draw up the prospectus / final conditions when implementing issue of interest or discount bonds, including by implementation of public offer.

6. Bond emission among in advance determined group of people without implementation of public offer is performed by the following stages:

1) decision making by authorized body (authorized person) of the issuer about bond emissions or registration by authorized body (authorized person) of the issuer of the prospectus / final conditions;

2) receipt by the issuer of permission to bond emission implementation (if such permission was not received earlier);

3) receipt of the Cabinet of Ministers of Ukraine by the issuer of coordination concerning use of the means received by this issuer from placement of bonds (if Ukraine is not member of international financial institution and the international treaty of Ukraine is not signed with such organization);

4) conclusion, in case of need, contracts with the underwriter;

5) submission to registering body of necessary documents for registration of bond issue and approval of the prospectus / final conditions (in case of registration);

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