of November 28, 2024 No. 55/3
About approval of the Regulations on acquisition of own shares by society
Based on part (1) Article 77 of the Join-stock companies law No. 1134/1997 (pereopublikovany in the Official monitor of the Republic of Moldova, 2020, No. 372 - 382, the Art. 341), the National commission on the DECIDES: financial market
1. Approve Regulations on acquisition of own shares by society it (is applied).
2. Cancel Item 1 of the Resolution of the National commission on the financial market on approval of the Procedure on acquisition by joint-stock company of the shares No. 42/1/2017 placed by it (The official monitor of the Republic of Moldova, 2017, No. 356 - 359, the Art. 1815), registered in the Ministry of Justice of the Republic of Moldova at No. 1259 of October 3, 2017.
3. This resolution becomes effective from the date of publication in the Official monitor of the Republic of Moldova.
Chairman
To Dumitr Budiyanski
Approved by the Resolution of the National commission on the financial market of the Republic of Moldova of November 28, 2024 No. 55/3
1. The regulations on acquisition of own shares by society (further - the Provision) regulate procedure and conditions of implementation by society of the offer on acquisition of own shares.
2. This Provision is applied to joint-stock company (further - society) which intends to acquire own shares in the cases provided by Items a), b) and e) parts (2) Article 77 of the Join-stock companies law No. 1134/1997 (further - the Law No. 1134/1997).
3. The terms and expressions used in this Provision have the values provided by the Law No. 1134/1997 and the Law on the capital market No. 171/2012 (further - the Law No. 171/2012).
4. Acquisition of own shares by society is performed on concepts of justice and proportionality in relation to shareholders of society.
5. Any payments connected with money transfer on share acquisition, and other expenses connected with preparation and carrying out the offer on share acquisition, except for the charges connected with registration of transactions with shares and the tax withheld by investment company are performed by society.
6. In the conditions of this provision only those personal data which are strictly necessary will be processed and are not excessive for particular purpose, providing the proper level of safety and confidentiality, taking into account the risks connected with processing and nature of the processed data according to the principles stated in the Marine life protection act of personal data No. 133/2011.
7. The national commission on the financial market (further - NKFR) in the offer having the right to suspend on acquisition before elimination of variations from provisions of article 77 of the Law No. 1134/1997 or this provision.
8. For the societies admitted to trading in the controlled market or within multilateral trade system (further - MTC), the offer on acquisition is performed only by means of the investment societies or authorized persons which got permission of NKFR to rendering financial and investment services and activities in the territory of the Republic of Moldova (further - intermediaries). In this case, transactions of purchase and sale of shares are performed on that segment of the market to which they are allowed.
9. For the societies which are not admitted to trading in the controlled market and within MTC, the offer on acquisition is performed by society or through the intermediary. In this case transactions of purchase and sale of shares are registered at person keeping the shareholder register.
10. The offer on the acquisition specified in Item e) parts (2) article 77 of the Law No. 1134/1997, it can be initiated by society only if the price in transactions with shares of one class began to fall the low price established according to Item 11 provisions.
11. It is considered that the share price falls when at the same time there are next events:
11.1. shares of society are traded in the controlled market of at least 6 months;
11.2. amounts of transactions with shares of society exceed the amounts provided in part (7) article 23 of the Law 171/2012;
11.3. the share price in transactions falls more than for 30% in comparison with weighted average price of the biddings in the controlled market for the last six months of trade preceding start date of fall of the share price;
11.4. amounts of the transactions with shares of society traded at lower prices according to subitem 11. 3, is made by more than 5% of the shares of the corresponding class which are in circulation issued by society;
11.5. fall of the share price is not caused by deterioration in financial and economic provision of society.
12. In the case specified in Item e) parts (2) article 77 of the Law No. 1134/1997, the price offered within the offer on acquisition shall be equivalent to the price determined according to part (6) article 77 of the Law No. 1134/1997, prior to start date of fall of the share price.
13. Society has the right to acquire the shares placed by it in the limits set by the decision on acquisition of own shares.
14. Proposal validity on the acquisition performed according to Items a), b) and e) parts (2) article 77 of the Law No. 1134/1997, estimated from the date of publication by society of information on acquisition of own shares before expiry date of the offer, cannot be less than one month and there cannot be more than one year.
15. The offer on acquisition includes the following stages:
15.1. adoption by society of the decision on acquisition of own shares according to part (4) article 77 of the Law No. 1134/1997;
15.2. conclusion, occasionally, contracts with the intermediary of the offer for acquisition;
15.3. receipt of preliminary permission of NKFR to placement of the offer on acquisition in case of acquisition of own shares for the purpose of settlement of the share price in the controlled market;
15.4. the notification of shareholders on initiation of the offer on acquisition of own shares and submission to NKFR of the copy of the notification sent to shareholders / the preliminary permission which is publicly disclosed in this sense;
15.5. obtaining by intermediary/society of the applications on sale of shares submitted by shareholders who accept offer conditions on acquisition;
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