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

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, repayment of certificates of fund of real estate transactions and cancellation of registration of release

According to Articles 36, 44 - 46 Laws of Ukraine "About financial and credit mechanisms and property management in case of construction of housing and real estate transactions", Articles 28 - 30, 35, 36 Laws of Ukraine "About securities and the stock market", article 7 of the Law Ukraine "About state regulation of the security market in Ukraine" the National commission on securities and the stock market RESHILA:

1. Approve 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, repayment of certificates of fund of real estate transactions and cancellation of registration of release which are applied.

2. Declare invalid the decision of State commission on securities and the stock market of March 05, 2009 No. 244 "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, repayment of certificates of fund of real estate transactions and cancellation of registration of release", registered in the Ministry of Justice of Ukraine on March 31, 2009 on No. 288/16304 (with changes).

3. And corporate finances 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.

5. To provide to department of information technologies promulgation of this decision on the official site of the National commission on securities and the stock market.

6. To provide to management of international cooperation 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. Gordiyenko.

Approved by the Decision of the National commission on securities and the stock market of Ukraine of November 29, 2016 No. 1174

Regulations on registration of release of certificates of fund of real estate transactions, prospectus of the issue, report on results of placement of certificates of fund of real estate transactions, repayment of certificates of fund of real estate transactions and cancellation of registration of release

I. General provisions

1. This Provision establishes order of registration in the National commission on securities and the stock market (further - body of registration) release of certificates of fund of real estate transactions (further - certificates of FON) and the prospectus of their issue, the report on results of placement of certificates of FON, repayment of certificates of FON and cancellation of registration of release of certificates of FON.

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

series of certificates of FON - set of certificates of FON of one issuer within one release of certificates of FON which have single registration number identical conditions and terms of placement, the address, payment of the income and repayment and grant to their owners the identical rights;

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 the resolutions of Board of the National Bank of Ukraine existing on the corresponding reporting dates for other legal entities - by the corresponding forms which are determined by regulatory legal acts of the Ministry of Finance of Ukraine by creation of the financial reporting of legal entities (except banks) who affected the corresponding reporting dates) which consists from:

financial status statement 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.

3. The bank or non-bank financial institution can be the issuer of certificates of FON.

4. Registration of release of certificates of FON and the prospectus of their issue can be performed on condition of accomplishment of the following 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 100 thousand euros at the rate of the National Bank of Ukraine on the date of decision making about issue of certificates of FON;

payment of certificates of FON in case of their placement is performed by money.

5. The issuer can make the decision on placement of certificates of FON after receipt of permission of the relevant authorized body within which competence supervision and regulation of activities of the issuer, on the right of implementation of issue of certificates of FON in the procedure determined by it are.

The number of releases of certificates of FON of one issuer who is at the same time in circulation is not limited.

On each release of certificates of FON the issuer makes the separate decision.

6. Placement of certificates of FON is performed by public or private placement.

Placement of certificates of FON is performed by the issuer independently or through the underwriter(s) who signed the agreement on underwriting with the issuer.

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

7. Public placement of certificates of FON 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 certificates of FON.

The certificates of FON offered for public placement are being in free circulation. Any legal entities and/or physical persons can be the first and subsequent owners of such certificates of FON.

In case of public placement of certificates of FON 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 certificates of FON provided to 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 certificates of FON cannot exceed one year from start date of the conclusion of such agreements.

It is forbidden to sign contracts with the first owners in the course of public placement of certificates of FON 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.

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

Legal and physical participating persons of private placement whose circle is in advance determined in the decision on placement of certificates of FON and the prospectus of their issue can be the first owners of certificates of FON offered for private placement.

The certificates of FON offered for private placement are considered having limited circle of the address among participants of such placement.

During private placement of certificates of FON contracts are signed with the first owners before the date determined by the prospectus of the issue of certificates of FON, but no more than two months from start date of their conclusion. If the certificates of FON 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 certificates of FON cannot exceed two months from start date of the conclusion of such agreements.

9. Turnover of certificates of FON is allowed after registration of the report on results of placement of certificates of FON and receipt of the registration certificate of release of certificates of FON.

Turnover of certificates of FON stops according to the decision on placement of certificates of FON, the prospectus of the issue and rules of Fund, and also according to the decision of body of registration.

10. At the initiative of the issuer release or separate series of certificates of FON can be redeemed ahead of schedule.

11. For registration of release and the prospectus of the issue of certificates of FON, changes the applicant files the documents determined by this Provision to the prospectus of the issue of certificates of FON, the report on results of placement of certificates of FON, stop of the circulation of certificates of FON, cancellation of registration of release of certificates of FON (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 body of registration is provided by this Provision. Copies of documents which submission to body of registration 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.

12. Issue of certificates of FON by their public placement is performed on the following stages:

1) receipt of permission of the relevant authorized body within which competence supervision and regulation of activities of the issuer, on the right of implementation of issue of certificates of FON are;

2) adoption by executive body of the issuer of the decision on public placement of certificates of FON;

3) acceptance of the issuer by authorized body in case of need decisions on involvement of the underwriter(s) to placement of certificates of FON;

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

5) the conclusion in case of need the provisional agreement with Central Securities Depository on servicing of issues of securities;

6) representation of body of registration of a statement and all necessary documents for registration of release of certificates of FON and the prospectus of their issue;

7) registration by body of registration of release of certificates of FON, prospectus of their issue and issue of the interim certificate on registration of release of certificates of FON;

8) introduction if necessary authorized body of the issuer of changes in the prospectus of the issue of certificates of FON;

9) representation to body of registration of a statement and all necessary documents for registration of changes in the prospectus of the issue of certificates of FON (in case of decision making about introduction of such changes);

10) registration of registration of changes by body in the prospectus of the issue of certificates of FON (in case of decision making about introduction of such changes);

11) conclusions in case of need contracts with the underwriter;

12) assignment to certificates of FON of the international identification number;

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