Document from CIS Legislation database © 2003-2022 SojuzPravoInform LLC

It is registered

Ministry of Justice of Ukraine

September 14, 2020

No. 885/35168

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

of July 23, 2020 No. 393

About approval of the Regulations on procedure of issue of certificates of fund of real estate transactions and their address

According to Items 1, 3 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 15 of the Law of Ukraine "About securities and the stock market", to the Law of Ukraine "About financial and credit mechanisms and property management in case of construction of housing and real estate transactions", for the purpose of establishment of procedure of issue of certificates of fund of real estate transactions and their address the National commission on securities and the stock market RESHILA:

1. Approve Regulations on procedure of issue of certificates of fund of real estate transactions and their address which is attached.

2. Declare invalid the decision of the National commission on securities and the stock market of November 29, 2016 No. 1174 "About approval of the Regulations on registration of release of certificates of fund of real estate transactions, the prospectus of the issue, report on results of placement of certificates of fund of real estate transactions, repayments of certificates of fund of real estate transactions and release registration cancellation", registered in the Ministry of Justice of Ukraine on December 27, 2016 for No. 1711/29841 (with changes).

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

provision 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.

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

5. 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 July 23, 2020 No. 393

Regulations on procedure of issue of certificates of fund of real estate transactions and their address

I. General provisions

1. This Provision establishes procedure of issue, the circulation of certificates of fund of real estate transactions (further - certificates of FON), registration of release of certificates of FON, registration of release of certificates of FON and approval of the prospectus of certificates of FON, approval of changes and/or amendments to the avenue of certificates of FON, coordination of changes in the decision on issue of certificates of FON, registration of the report on results of issue of certificates of FON in the National commission on securities and the stock market (further - registering body), provisions in registering body of the report on results of the redemption and cancellation of registration of release of these certificates of FON.

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 concerning transactions concerning financial instruments.

the financial reporting - the reporting (for banks - in the corresponding forms which are determined by the regulatory legal acts on 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 Ministry of Finance of Ukraine concerning creation of the financial reporting of the legal entities (except banks) acting on the corresponding reporting 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;

The terms "underwriting", "issue of securities", "international security identification number", "issue of securities", "converting of securities", "offerer", "securities placement", "securities prospectus", "public offer", "principle of acquiescence" are used according to the Law of Ukraine "About securities and the stock market".

The terms "investment declaration", "Rules BACKGROUNDS", "managing director", "fund of financing of construction", "fund of real estate transactions", "net assets of fund of real estate transactions" are used according to the Law of Ukraine "About financial and credit mechanisms and property management in case of construction of housing and real estate transactions".

3. The bank or non-bank financial institution on condition of obtaining from registering body of the license for activities for property management for financing of construction objects and/or implementation of real estate transactions can be the issuer of certificates of FON.

The managing director of fund of real estate transactions uses the funds raised in fund of real estate transactions for the benefit of owners of certificates on the terms of property management for implementation of real estate transactions according to the procedure, determined by Rules BACKGROUNDS, for the purpose of profit earning.

Real estate transactions are understood as actions of managing fund of real estate transactions for use of property of fund of real estate transactions in the way:

financings of construction on terms of the contract with the builder for further acquisition by the managing director of fund of real estate transactions in property of the built construction objects or implementation by the managing director of fund of real estate transactions of transactions with the acquired rights to claim on the financed construction objects, or receipts of means from the builder in the amount of and according to the procedure, established by the agreement;

and/or participations in fund of financing of construction for further acquisition by the managing director of fund of real estate transactions in property of the invested investment objects or further acquisition of rights of the requirement of the invested investment objects and implementation of real estate transactions with them.

If use of fund of real estate transactions for financing of construction is provided in Rules BACKGROUNDS, the managing director shall sign the contract with the builder. In this case the fund of real estate transactions is created for specific construction object.

If financing of construction of construction object is not provided in full by issue of certificates of FON, the builder has the right for completion of construction to use other permitted means.

If in Rules BACKGROUNDS use of fund of real estate transactions for implementation of other transactions, including the direction of means is provided in fund of financing of construction, the managing director of fund of real estate transactions does not sign the contract with the builder.

4. For creation of fund of real estate transactions the financial institution shall develop and approve: Rules BACKGROUNDS, investment declaration and prospectus of certificates of FON; sign the contract with the builder, and also perform issue of certificates of FON on the amount which is not exceeding construction project cost (in case of the conclusion of the contract with the builder).

Registration of release of certificates of FON, registration of release and approval of the prospectus of certificates of FON can be performed on condition of accomplishment of such requirements:

total nominal value of certificates of FON issued by the issuer cannot exceed the tenfold size of equity of the issuer;

the amount of the release of certificates of FON performed within issue shall be in the amount equivalent to at least than 100 thousand euros on the official rate of the National Bank of Ukraine on the date of decision making about issue of certificates of FON.

Payment of certificates in case of their placement is performed only by money.

5. All certificates of FON are nominal. Certificates of FON exist only in paperless form.

6. The certificate holder of FON can gain income according to certificates of FON on the conditions determined by Rules BACKGROUNDS, the prospectus of certificates of FON or the decision on issue of certificates of FON.

After the termination of term for which the fund of real estate transactions was created the owner of certificates of FON in case of their redemption by the issuer has the right to the income in cash in the amount, the corresponding cost of share of net assets of fund of real estate transactions which is the share of the number of certificates of FON belonging to it.

Before the termination of circulation period of certificates of FON the issuer does not undertake obligations according to the redemption of such certificates. After the termination of term for which FON was created and accomplishment of obligations to owners of certificates of FON, the fund of real estate transactions stops the functioning.

7. The issuer can make the decision on issue of certificates of FON after receipt of the license of registering body for activities for property management for financing of construction objects and/or implementation of real estate transactions.

The issuer makes the separate decision on issue of certificates of FON on each issue of certificates of FON.

8. The decision on issue of certificates of FON is made by governing body of the issuer which powers are confirmed by constituent documents of the issuer.

The issuer shall provide to the investor the verified copy of the decision on issue of certificates of FON on its request, and also the last constituted financial reporting for the accounting period which preceded quarter in which the investor addressed the issuer.

9. The sequence of the actions of the issuer directed to registration of release of certificates of FON in registering body, their placement among investors in securities are performed according to the procedure, established by this Provision.

Issue of certificates of FON is performed by the issuer independently or through the underwriter who signed the agreement on underwriting with the issuer.

In the course of issue of certificates of FON contracts concerning alienation of certificates of FON are signed with the first owners before the date determined by the decision on issue of certificates of FON, but no later than two months from start date of placement of certificates of FON determined by the decision on issue of such certificates of FON except case of implementation of public offer. In that case contracts are signed with the first owners no later than date of loss of force of the prospectus of certificates of FON, and in case of implementation of public offer without execution of the prospectus - no later than twelve months from the date of inclusion of public offer in the list of public offers.

10. In case of issue of certificates of FON their placement is performed among in advance determined group of people, the number of unskilled investors among which cannot equal or exceed 150 people, except case of implementation of public offer by the issuer in the course of issue.

11. In the course of issue of certificates of FON the public offer can be performed.

The public offer of certificates of FON in the course of their issue is performed only under condition:

1) promulgation of the prospectus approved by registering body if other is not established by the legislation;

2) fulfillment of requirements of article 29 of the Law of Ukraine "About securities and the stock market";

3) registration of release of certificates of FON according to requirements of this provision.

Implementation of public offer of certificates of FON by the issuer in the course of their issue perhaps only on condition of validity of the prospectus of certificates of FON according to requirements of the Regulations on carrying out 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.

Implementation of public offer of certificates of FON by the offerer happens according to requirements of the Regulations on carrying out 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.

12. Each investor in certificates of FON shall pay the cost of certificates of FON in full before approval date of results of issue of the corresponding release of certificates of FON.

13. The circulation of certificates of FON is allowed after registration by registering body of the report on results of issue of certificates of FON and issue of the registration certificate of release of certificates of FON.

14. Transition of the property right to certificates of FON of the issuer to other person is not the basis for release of the issuer from obligation fulfillment that is confirmed by the certificate of FON.

15. Recognition of issue of certificates of FON by registering body unfair, temporary suspension and renewal of placement of certificates of FON, and also recognition of issue of certificates of FON invalid happen according to the Procedure for recognition of issue of securities unfair and invalid, the approved decision of the National commission on securities and the stock market on August 06, 2013 No. 1416, registered in the Ministry of Justice of Ukraine on August 29, 2013 for No. 1488/24020 (in edition of the decision of the National commission on securities and the stock market of May 30, 2018 No. 357).

16. 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. Procedure of issue of certificates of FON

1. Certificates of FON are placed issuers only after complete payment of the authorized capital.

Warning!!!

This is not a full text of document! Document shown in Demo mode!

If you have active License, please Login, or get License for Full Access.

With Full access you can get: full text of document, original text of document in Russian, attachments (if exist) and see History and Statistics of your work.

Get License for Full Access Now

Disclaimer! This text was translated by AI translator and is not a valid juridical document. No warranty. No claim. More info

Effectively work with search system

Database include more 50000 documents. You can find needed documents using search system. For effective work you can mix any on documents parameters: country, documents type, date range, teams or tags.
More about search system

Get help

If you cannot find the required document, or you do not know where to begin, go to Help section.

In this section, we’ve tried to describe in detail the features and capabilities of the system, as well as the most effective techniques for working with the database.

You also may open the section Frequently asked questions. This section provides answers to questions set by users.

Search engine created by SojuzPravoInform LLC. UI/UX design by Intelliants.