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Ministry of Justice of Ukraine

September 19, 2014

No. 1143/25920

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

of August 28, 2014 No. 1118

About approval of the Regulations on order of registration of release of regular mortgage bonds, the prospectus of the issue, report on results of placement of mortgage bonds, repayments and cancellations of registration of release of mortgage bonds

(as amended on 21-12-2017)

According to Item of 1 part two of Article 7, Item 13 of article 8 of the Law of Ukraine "About state regulation of the security market in Ukraine", article 4 of the Law of Ukraine "About mortgage bonds" the National commission on securities and the stock market RESHILA:

1. Approve Regulations on order of registration of release of regular mortgage bonds, the prospectus of the issue, report on results of placement of mortgage bonds, repayments and cancellations of registration of release of mortgage bonds (further - the Provision) which is applied.

2. Declare invalid the decision of State commission on securities and the stock market of April 11, 2006 No. 234 "About approval of the Regulations on order of registration of release of regular mortgage bonds, the prospectus of the issue, report on results of placement of mortgage bonds, repayments and cancellations of registration of release of mortgage bonds", registered in the Ministry of Justice of Ukraine on June 26, 2006 for No. 746/12620.

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

4. This decision becomes effective from the date of its official publication, except Item 14 of the Section I of the Provision which becomes effective along with entry into force of the Law of Ukraine of April 15, 2014 No. 1206-VII "About modification of some legal acts of Ukraine concerning simplification of procedure for opening of business".

5. And clerical works (A.Zaik) to provide to management of information technologies promulgation of this decision on the official site of the National commission on securities and the stock market.

6. (A. Zbarazhskaya) to provide to management of internal audit and communications publication of this decision in the official printing publication of the National commission on securities and the stock market.

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

Commission chairman

D. Tevelev

It is approved:

Vice-chairman of the National Bank of Ukraine

 

V. I. Rychakivskaya

The acting as the Chairman of the National commission performing state regulation in the sphere of the markets of financial services

 

 

M. Polyakov

Approved by the Decision of the National commission on securities and the stock market of Ukraine of August 28, 2014 No. 1118

Regulations on order of registration of release of regular mortgage bonds, prospectus of the issue, report on results of placement of mortgage bonds, repayments and cancellations of registration of release of mortgage bonds

I. General provisions

1. This Provision establishes order of registration in the National commission on securities and the stock market of release and the prospectus of the issue of regular mortgage bonds (further - the mortgage bond), changes in the prospectus of the issue of mortgage bonds, the report on results of placement of mortgage bonds, repayment and cancellation of registration of release of mortgage bonds.

Action of this Provision extends to resident issuers.

Action of this Provision does not extend to cases of issue of regular mortgage bonds of resident issuers outside Ukraine.

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

"Underwriting", "the basic prospectus of the issue", "the redemption of securities", "issue of securities", "issue", "international security identification number", "security circulation", "the first owner", "private placement of securities", "the prospectus of the issue of securities", "repayment of issued securities", "public placement of securities", "circulation period of bonds", - according to the Law of Ukraine "About securities and the stock market";

"Default of the issuer of regular mortgage bonds", "the issuer of mortgage bonds", "mortgage bond", "mortgage covering", "mortgage asset", "the serving organization", "technical default of the issuer of regular mortgage bonds", "the managing director of mortgage covering" according to the Law of Ukraine "About mortgage bonds";

early repayment of mortgage bonds - set of actions of the issuer and owners of mortgage bonds concerning the termination of the circulation of mortgage bonds based on the decision on early repayment made by the issuer, payment to their owners of the price of early repayment of mortgage bonds, is established according to the procedure, provided by the prospectus of the issue of mortgage bonds, and there cannot be less, than nominal value of such mortgage bonds before repayment periods of the mortgage bonds provided by the prospectus of the issue of mortgage bonds, and cancellations of mortgage bonds according to the procedure, provided by the prospectus of the issue of mortgage bonds;

series of mortgage bonds - set of mortgage bonds of one issuer within one release of the mortgage bonds having one registration number, equal conditions and terms of placement, the address, payment of the income and repayment also grant to their owners the identical rights.

3. The mortgage bond has the nominal value determined in national currency and if it is provided by the prospectus of the issue - in foreign currency.

The minimal nominal value of the mortgage bond cannot be less, than one kopek if nominal value of the mortgage bond is determined in national currency.

4. Placement and sale of mortgage bonds are performed in national currency and if it is stipulated by the legislation also the prospectus of the issue of the corresponding release of mortgage bonds - in foreign currency taking into account the legislation on currency control.

5. On each placement of mortgage bonds the issuer makes the separate decision on placement of mortgage bonds.

6. The issuer can make the decision on placement of mortgage bonds of the following release before the expiration of the circulation of mortgage bonds of the previous release.

7. The decision on placement of mortgage bonds is made by governing body of the issuer which powers are confirmed by constituent documents of the issuer.

It is forbidden to limit access for owners of mortgage bonds to the original of the decision on placement of mortgage bonds which is stored at the issuer.

8. Public placement of mortgage bonds is performed by their offer in advance not to certain number of persons based on publication in the official printing publication of the National commission on securities and the stock market of the prospectus of the issue of mortgage bonds.

Public placement of mortgage bonds is performed on the stock exchange or in the curb market by the issuer independently or through the underwriter(s) who signed the agreement on underwriting with the issuer.

Mortgage bonds which are offered for public placement are freely turned. Any legal entities and/or physical persons can be the first and subsequent owners of such mortgage bonds.

In case of public placement of mortgage bonds contracts are signed with the first owners before the date determined by the prospectus of their issue, but no later than one year from start date of the conclusion of such agreements. If the mortgage bonds offered for placement are issued by various series, the closing date of contracts with the first owners in the course of public placement of separate series of mortgage bonds cannot exceed one year from start date of the conclusion of such agreements.

Every first owner of mortgage bonds shall pay the cost of such mortgage bonds in full before approval of results of placement of the corresponding release (series) of mortgage bonds.

It is forbidden to sign contracts with the first owners in the course of public placement of mortgage bonds earlier than in 10 days after publication of the prospectus of their issue in full in the official printing publication of the National commission on securities and the stock market.

9. Private placement of mortgage bonds is performed by the direct written offer of such bonds to in advance determined group of people which number does not exceed 100.

Legal entities and/or physical persons - participants of private placement whose circle is in advance determined in the decision on placement of mortgage bonds can be the first owners of the mortgage bonds offered for private placement.

Mortgage bonds which are offered for private placement are considered having limited circle of the address among participants of such placement.

The conclusion of contracts with the first owners during private placement of mortgage bonds is performed by the issuer independently or through the underwriter that signed the agreement on underwriting with the issuer.

During private placement of mortgage bonds contracts are signed with the first owners before the date determined by the prospectus of the issue of mortgage bonds, but no more than two months from start date of their conclusion. If the mortgage bonds offered for placement are issued by various series, the closing date of contracts with the first owners in the course of private placement of separate series of mortgage bonds cannot exceed two months from start date of the conclusion of such agreements.

10. Turnover of mortgage bonds is allowed after registration by the National commission on securities and the stock market of the report on results of placement of mortgage bonds and issue of the registration certificate of release of mortgage bonds.

11. Transition of the property right to mortgage bonds of the issuer to other person is not the basis for release of the issuer from accomplishment of obligations which are confirmed by mortgage bonds.

12. During the circulation of mortgage bonds the owner of mortgage bonds has the right to address the issuer with the offer / requirement to redeem the mortgage bonds paid by the owner.

The issuer shall perform the redemption of mortgage bonds from their owners in the cases determined in the prospectus of the issue as cases of the obligatory redemption of mortgage bonds. At the same time the prospectus of the issue shall contain procedure for the redemption of mortgage bonds, including procedure for decision making about the redemption of mortgage bonds from their owners, the notification procedure of owners of mortgage bonds about implementation of the redemption of mortgage bonds, procedure for price fixation of the redemption of mortgage bonds and term during which mortgage bonds can be shown by their owners for the redemption.

The issuer shall perform the redemption of mortgage bonds from their owners in case of presentation of the relevant requirement of managing mortgage covering or approach of the corresponding circumstances, in the cases established by the Law of Ukraine "About mortgage bonds".

13. Recognition by the National commission on securities and the stock market of issue of mortgage bonds unfair, temporary suspension and renewal of placement of mortgage bonds, and also recognition of issue of mortgage bonds of invalid occur according to the regulatory legal act of the National commission on the securities and the stock market establishing procedure for recognition of issue of securities unfair and invalid.

14. For registration of release of mortgage bonds and the prospectus of their issue, changes in the prospectus of the issue of mortgage bonds, the report on results of placement of mortgage bonds, stop/renewal of the circulation of mortgage bonds and cancellation of registration of release of mortgage bonds the applicant files the documents determined by this Provision (if the data containing in them are not introduced in the relevant information bases in sufficient amount).

The impress of a seal is not obligatory detail of documents which submission to the National commission on securities and the stock market is provided by this Provision. Copies of documents which submission to the National commission on securities and the stock market is provided by this Provision are considered certified in accordance with the established procedure if on such copies the authorized signature of the subject of managing is put down.

15. Issue of mortgage bonds is performed on the following stages:

1) adoption of the decision by authorized body of the issuer about:

public/private placement of mortgage bonds;

determination in need of body of the issuer if it is not determined by the charter to which powers are conferred on:

to attraction to accommodation of the underwriter;

to change of start and end dates of the conclusion of contracts with the first owners in the course of placement of mortgage bonds;

to modification of the prospectus of the issue of mortgage bonds;

to decision making about the early termination of the conclusion of contracts with the first owners in the course of placement of mortgage bonds (provided that on the planned amount of mortgage bonds contracts are signed with the first owners and mortgage bonds are completely paid);

to approval of results of the conclusion of contracts with the first owners in the course of placement of mortgage bonds;

to approval of results of placement of mortgage bonds;

to approval of the report on results of placement of mortgage bonds;

to decision making about refusal of placement of mortgage bonds;

to decision making about cancellation of the redeemed mortgage bonds;

to decision making about early repayment of mortgage bonds;

to return of the contributions made in payment for mortgage bonds in case of recognition of issue invalid or in case of non-confirmation in the terms of results of the conclusion of contracts with the first owners established by the legislation in the course of placement of mortgage bonds.

The authorized body of the issuer can determine authorized persons of the issuer to which powers are conferred to carry out actions for providing the conclusion of contracts with the first owners in the course of placement of mortgage bonds;

2) forming of mortgage covering;

3) the conclusion of the contract with the managing director of mortgage covering and the serving organization (if the issuer independently does not perform function of the serving organization);

4) acceptance of the issuer by authorized body in case of need decisions on involvement of the underwriter(s) to placement of mortgage bonds;

5) the conclusion in case of need the provisional agreement with the underwriter;

6) representation to the National commission on securities and the stock market of the statement and all necessary documents for registration of release of mortgage bonds and the prospectus of their issue;

7) registration by the National commission on securities and stock market of release of mortgage bonds, prospectus of their issue and issue of the interim certificate on registration of release of regular mortgage bonds;

8) conclusion in case of need contracts with the underwriter;

9) introduction if necessary authorized body of the issuer of changes in the prospectus of the issue of mortgage bonds;

10) representation to the National commission on securities and the stock market of the statement and all necessary documents for registration of changes in the prospectus of the issue of mortgage bonds (in case of adoption by authorized body of the issuer of the decision on introduction of such changes);

11) registration by the National commission on securities and the stock market of changes to the prospectus of the issue of mortgage bonds (in case of adoption by authorized body of the issuer of the decision on introduction of such changes);

12) introduction within ten working days from the date of registration of release of mortgage bonds based on the interim certificate on registration of release of regular mortgage bonds of data on encumbrance by pledge of mortgage covering in the State register of encumbrances of personal estate;

13) assignment to mortgage bonds of the international identification number;

14) the conclusion if necessary with Central Securities Depository of the service agreement of issues of securities;

15) provision in Central Securities Depository and to the managing director of mortgage covering of copies of the decision on placement of mortgage bonds, the registered prospectus of the issue of mortgage bonds, the registered changes in the prospectus of the issue of mortgage bonds (in case of availability); registration and deposition of the temporary global certificate in Central Securities Depository;

16) disclosure by the issuer of information containing in the registered prospectus of the issue of mortgage bonds and changes in the prospectus of the issue of mortgage bonds (in case of introduction of such changes), in full according to the regulatory legal act of the National commission on the securities and the stock market establishing procedure for disclosure of information in the stock market (in case of public placement of mortgage bonds) / provisions by the issuer (according to the procedure, provided by the prospectus of the issue of mortgage bonds) copies of the registered prospectus of the issue of mortgage bonds and the copy of the registered changes in the prospectus of the issue of mortgage bonds (in case of introduction of such changes) to persons who are participants of private placement according to the relevant decision of the issuer, at least in 10 days prior to start date of the conclusion of contracts with the first owners in the course of private placement of mortgage bonds, determined by the prospectus of the issue (in case of private placement of mortgage bonds);

17) the conclusion of contracts with the first owners in the course of placement of mortgage bonds.

During established in the prospectus of the issue (changes to the prospectus of the issue) term the first owner submits the application for acquisition of mortgage bonds, the purchase and sale agreement of mortgage bonds in accordance with the terms of placement is signed. The first owner performs complete payment of mortgage bonds in accordance with the terms of placement, but no later than the moment of approval of results of placement of mortgage bonds by authorized body of the issuer;

18) approval of results of the conclusion of contracts with the first owners in the course of placement of mortgage bonds by authorized body of the issuer;

19) approval of results of placement of mortgage bonds by authorized body of the issuer;

20) approval of the report on results of public/private placement of mortgage bonds by authorized body of the issuer;

21) representation to the National commission on securities and stock market of the report on results of public/private placement of mortgage bonds;

22) registration by the National commission on securities and stock market of the report on results of public private placement of mortgage bonds (series of mortgage bonds) and cancellation of the interim certificate on registration of release of regular mortgage bonds;

23) receipt of the registration certificate of release of regular mortgage bonds;

24) provision by the issuer in Central Securities Depository of the copy of the registration certificate of release of regular mortgage bonds, registration and deposition of the global certificate in Central Securities Depository;

25) disclosure of information containing in the registered report on results of public placement of mortgage bonds, in full according to the regulatory legal act of the National commission on the securities and the stock market establishing procedure for disclosure of information in the stock market (in case of public placement of mortgage bonds);

26) the direction the issuer no later than 5 working days from the date of publication of the report on results of public placement of mortgage bonds (series of mortgage bonds) of the National commission on securities and the stock market of the copy of copy of the official printing publication of the National commission on securities and the stock market in which the report on results of public placement of mortgage bonds (series of mortgage bonds) was published.

16. In case of the termination of managing mortgage covering (the liquidation/termination by merge, accessions, separations, transformations) or its replacements the issuer shall provide in the Commission of change in the agreement and/or the contract with the new managing director within 10 calendar days from the date of emergence of changes in structural division of the commission which performed registration of release of mortgage bonds.

II. Registration of release of mortgage bonds, the prospectus of their issue, changes to the prospectus of the issue of mortgage bonds, the report on results of placement of mortgage bonds

1. Order of registration of release and the prospectus of the issue of mortgage bonds, changes to the prospectus of the issue of mortgage bonds, the report on results of placement of mortgage bonds

1. Registration of release and the prospectus of the issue of mortgage bonds, registration of changes in the prospectus of the issue of mortgage bonds, registration of the report on results of placement of mortgage bonds are performed by the National commission on securities and the stock market, (further - registering body).

2. Registration of release and the prospectus of the issue of mortgage bonds, registration of changes in the prospectus of the issue of mortgage bonds, registration of the report on results of placement of mortgage bonds (series of mortgage bonds) is the basis for entering of the relevant information into the State register of issues of securities.

3. Registration by registering body of release and the prospectus of the issue of mortgage bonds, changes to the prospectus of the issue of mortgage bonds, the report on results of placement of mortgage bonds cannot be considered as guarantee of their cost.

4. Registration of release and the prospectus of the issue of mortgage bonds is performed at the same time.

5. On registration date of release of mortgage bonds the issuer shall create the mortgage covering conforming to the requirements established by the Law of Ukraine "About mortgage bonds".

6. Registering body:

1) after the receipt of the statement and documents necessary for registration of release and the prospectus of the issue of mortgage bonds, performs at the same time registration of release and the prospectus of the issue of mortgage bonds or refuses registration during:

10 working days - in case of availability of the registered basic prospectus of the issue and stay of securities of the issuer in the exchange register of stock exchange;

20 working days - in case of availability of the registered basic prospectus of the issue and lack of securities of the issuer in the exchange register of stock exchange;

25 working days - in case of lack of the registered basic prospectus of the issue;

2) returns in the terms provided by the subitem of 1 this Item documents to the issuer without consideration.

7. After registration of release and the prospectus of the issue of mortgage bonds to the issuer the interim certificate on registration of release of regular mortgage bonds is granted (appendix 1) which is the basis for assignment to mortgage bonds of the international identification number, the conclusion with Central Securities Depository of the service agreement of issues of securities, registration and deposition of the temporary global certificate.

If release of mortgage bonds is performed by various series, on each series of this release of mortgage bonds to the issuer the separate interim certificate on release registration is granted.

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