of March 15, 2017 No. 166
About approval of the Regulations on issue, the address and repayment of mortgage securities
For the purpose of implementation of the Law of the Kyrgyz Republic "About mortgage securities", according to articles 10 and 17 of the constitutional Law of the Kyrgyz Republic "About the Government of the Kyrgyz Republic" the Government of the Kyrgyz Republic decides:
1. Approve Regulations on issue, the address and repayment of mortgage securities according to appendix.
2. Ceased to be valid according to the Order of the Government of the Kyrgyz Republic of 04.09.2018 No. 417
3. Bring in the order of the Government of the Kyrgyz Republic "About approval of the Regulations on the Unified state register of securities in the Kyrgyz Republic and procedure for assignment of the state registration number to issue of securities" of July 26, 2011 No. 410 the following amendment and changes:
in Regulations on the Unified state register of securities in the Kyrgyz Republic and the procedure for assignment of the state registration number to issue of securities approved by the above-named resolution:
- "societies" to add Item 1 after the word with words ", " about mortgage securities ".";
- to state the paragraph of the seventh of the subitem "b" of Item 26 in the following edition:
"6 - the bond with mortgage covering;
7 - hypothecation certificate of participation;
8 - option;
9 - future;
10-11 and further from And to Z - are reserved for other types of securities;";
- in the line "Osh" of the table of 1 appendix to the Provision of figure "10" to replace with figure "9".
4. Bring in the order of the Government of the Kyrgyz Republic "About approval of Rules of transactions with securities in the Kyrgyz Republic" of October 17, 2011 No. 647 the following amendments:
in the Rules of transactions with securities in the Kyrgyz Republic approved by the above-named resolution:
- Item 1 after the word "societies"," to add with the words "About Mortgage Securities",";
- add Item 30 with the paragraph the fifth the following content:
"-in case of primary placement of hypothecation certificates of participation;".
5. This resolution becomes effective after fifteen days from the date of official publication.
Prime Minister
S. Zheenbekov
Appendix
1. This Provision establishes:
1) procedure for determination of the size:
- mortgage covering which pledge provides obligation fulfillment on bonds with mortgage covering (further - the bond);
- mortgage covering, the share in the right of common ownership on which makes sure hypothecation certificates of participation;
2) requirements to implementation of activities of depositaries of mortgage covering and managing director of mortgage covering;
3) requirements to procedure for maintaining the register of mortgage covering (further - the register);
4) requirements to procedure and terms of carrying out audit;
5) requirements to amount, terms and procedure for submission of the reporting:
- person performing issue of hypothecation certificates of participation (further - the managing director of mortgage covering);
- depositary of mortgage covering;
6) additional requirements to procedure for preparation, convocation and holding general meeting of owners of hypothecation certificates of participation;
7) requirements to procedure for repayment of hypothecation certificates of participation, including to determination of the amount paid in case of repayment of hypothecation certificates of participation.
2. State registration of issued mortgage securities in the Kyrgyz Republic, conditions of public offer and the prospectus of the issue of bonds is performed by authorized state body on regulation of the security market (further - authorized body) according to requirements of the legislation of the Kyrgyz Republic.
3. The size of equity of bond issuing institution shall constitute at least 10 percent from the size of assets of the issuer.
4. Transactions with the mortgage securities which did not undergo state registration in authorized body are forbidden.
State registration of bond issue before recognition of results of the previous bond issue taken place or cancelled cannot be performed.
Bond issue advertizing, before their state registration, conditions of public offer of bonds and the prospectus of the issue of bonds, and also disclosure of information according to requirements of the legislation of the Kyrgyz Republic is forbidden.
5. Bond emission, can be the public, followed by public offer bonds, or private during which the issuer places the bonds by the personal offer.
6. Bonds of all transhev, included in one prospectus of the issue, can be provided with general mortgage covering.
7. In case of state registration of mortgage securities the state registration number is assigned to this release.
8. For state registration of release of mortgage securities, conditions of public offer of bonds and the prospectus of the issue of bonds the sales charge which size is established by the Government of the Kyrgyz Republic is levied.
9. The procedure of public bond emission includes the following stages:
- adoption by the issuer of the decision on bond issue;
- state registration of conditions of public offer of bonds, the prospectus of the issue of bonds and bonds in authorized body;
- disclosure of information on public offer of bonds;
- placement of bonds;
- recognition of the bond issue results by authorized body which took place or cancelled.
10. Conditions of public offer of bonds are the document containing the clear and available description of any conditions of public bond emission which non-execution involves the bond emission termination.
11. Conditions of public offer of bonds are constituted in form according to appendix 1 to this Provision.
Conditions of public offer of bonds are page by page numbered, sewed, signed by the head and sealed the issuer.
12. Conditions of public offer of bonds are constituted in triplicate.
One copy is stored in registering body, the second - at the issuer, and third is given to storage to independent registry holder.
In case of discrepancies in the text of copies of conditions of public offer of bonds, the text of the document which is stored in registering body is considered true.
13. The possibility of early repayment by bond issuing institution can be provided by conditions of public offer of bonds.
The bonds extinguished by the issuer ahead of schedule cannot be again released and are subject to transfer into the account of redeemed bonds in the register of owners of securities in which accounting of the rights to bonds is performed.
14. In the conditions of public offer of bonds the procedure for return of the funds received by the issuer as payment for bonds for case of recognition of bond issue shall be provided by cancelled.
15. Basic provisions of conditions of public offer of bonds affirm the governing body of the issuer which made the decision on bond issue.
16. The prospectus of the issue of bonds is drawn up in form according to appendix 2 to this Provision.
17. The prospectus of the issue of bonds is page by page numbered, sewed, signed by officials (the issuer's head, the chief accountant) and sealed the issuer.
18. The prospectus of the issue of bonds is constituted in triplicate.
In case of discrepancies in the text of copies of the prospectus of the issue of bonds the text of the document which is stored in authorized body is considered true.
19. The issuer shall provide information access, containing in the prospectus of the issue of bonds and to publish the notification on procedure for disclosure of information containing in the prospectus of the issue of bonds, in printing mass media.
Disclosure of information on bond issue is performed by publication of the following data and information:
- data on the issuer (name, location, postal address, form of business);
- information on state registration of bond issue (the body which performed registration, date of state registration and the state registration number assigned to release);
- key parameters of bonds (total amount of the issued bonds, nominal value, circulation period, payment procedure of the income);
- start date of placement and the place where interested persons can study information containing in the prospectus of the issue of bonds.
20. The prospectus of the issue of bonds shall be signed responsible for information reflected in the prospectus of the issue of bonds, officials of the issuer.
Persons which signed the prospectus of the issue of bonds bear damage liability, subsidiary with the issuer, caused to the bondholder owing to containing in the specified prospectus of the issue of bonds of the doubtful, incomplete and/or misleading the investor information.
21. State registration of bond issue, conditions of public offer of bonds and the prospectus of the issue of bonds is performed at the same time, on the basis of the documents submitted by the issuer.
22. For state registration of bond issue, conditions of public offer of bonds and the prospectus of the issue of bonds the following documents are submitted to authorized body:
- the statement constituted in form according to appendix 3 to this Provision;
- the conditions of public offer of bonds meeting the requirements of the legislation of the Kyrgyz Republic in the sphere of the security market;
- the prospectus of the issue of bonds meeting the requirements of the legislation of the Kyrgyz Republic in the sphere of the security market;
- the copy of the document confirming registration of the issuer;
- the copy of the charter of the legal entity, including changes and amendments to the charter;
- the copy of the document confirming adoption by the issuer of the decision on public offer of bonds;
- the document confirming payment of sales charge for registration of conditions of public offer of bonds and the prospectus of the issue of bonds;
- copies of annual accounting records of the issuer in 3 last complete financial years or in 2 complete financial years if the issuer performs the activities less than 3 years;
- the audit certificate (requirements to qualification and professional competence of auditors are established by the Government of the Kyrgyz Republic) concerning the provided accounting records;
- the documents confirming availability of ensuring obligation fulfillment of the issuer;
- copies of quarter accounting records of the issuer for the last complete reporting quarter at the time of creation of the prospectus of the issue of bonds;
- copy of the code of corporate governance.
23. Fidelity of copies of the documents submitted according to this Section to authorized body shall be confirmed with seal of the issuer and the signature of person authorized by it or is attested in accordance with the established procedure notarially.
24. Officials of the issuer to whom the charter and/or internal documents of society assign obligation on ensuring the completeness and accuracy of the information containing in the submitted documents bear responsibility for reliability of these data according to the legislation of the Kyrgyz Republic.
25. The authorized body has the right to perform selective checks, including reliability of the data containing in the prospectus of the issue of bonds and other documents submitted for state registration of bond issue.
26. The authorized body shall perform state registration of bonds, conditions of public offer of bonds and the prospectus of the issue of bonds or to make the motivated decision on refusal in state registration, no later than 15 working days from the date of submission of all documents, according to this Provision.
27. The issuer has the right to make changes and (or) additions to the documents submitted for state registration of bond issue. Registering body of the documents having the right to require in the course of consideration from the issuer of entering into conditions of public offer of bonds and/or the prospectus of the issue of bonds of the changes and (or) amendments necessary according to the legislation of the Kyrgyz Republic.
28. In case of decision making about state registration of bonds, conditions of public offer of bonds and the prospectus of the issue of bonds are issued to the issuer:
- two copies of conditions of public offer of bonds, under seal registering body, with indication of the state registration number and registration date of bond issue;
- two copies of the prospectus of the issue of bonds, under seal registering body, with indication of the state registration number and registration date of bond issue;
- the decision of registering body on state registration of bonds, with establishment of term of delivery of the report on results of public offer and the report on bond redemption results.
The state registration number assigned to mortgage securities is put down on title pages of each copy of conditions of public offer of bonds and the prospectus of the issue of bonds.
29. In case of state registration of bond issue the authorized body fills in the Map of registration of bonds in form according to appendix 4 to this Provision, for maintaining the Unified state register of securities in the Kyrgyz Republic.
30. The decision on refusal in state registration of bond issue, conditions of public offer of bonds and the prospectus of the issue of bonds can be accepted authorized body on the following bases:
- if implementation by the issuer of public offer of bonds, and also bond issue contradict requirements of the legislation of the Kyrgyz Republic in the sphere of the security market;
- in case of discrepancy of the data containing in the documents submitted for state registration of bonds, conditions of public offer of bonds and the prospectus of the issue of bonds to requirements of the legislation of the Kyrgyz Republic in the sphere of the security market;
- in case of detection in documents of false information;
- in case of incompleteness of the submitted documents and data containing in them.
State registration of conditions of public offer and the securities prospectus it cannot be refused based on inexpediency.
31. In case of refusal in state registration of bond issue, conditions of public offer of bonds and the prospectus of the issue of bonds the authorized body shall notify on it the applicant in writing, no later than 5 working days from the moment of adoption of such decision, with indication of causes of failure.
Bonds, in state registration of conditions of public offer of bonds and which prospectus of the issue of bonds it is refused cannot publicly be offered.
In case of refusal, the authorized body retains in one copy each of the submitted documents or their copy, other documents return to the issuer.
32. In case of public bond emission, conditions of public offer of bonds and which prospectus of the issue of bonds are registered bonds can publicly be offered during the term established in the conditions of public offer of bonds and in the prospectus of the issue of bonds, but no more than 1 year from the moment of state registration.
33. Placement of publicly offered bonds can begin not earlier than 5 working days from the date of disclosure of information on public offer.
Disclosure of information on public offer of securities is performed by publication of the message on public offer, with indication of places where any person can get acquainted with conditions of public offer of bonds and the prospectus of the issue of bonds.
34. Placement of publicly offered bonds is performed on the stock exchange according to the legislation of the Kyrgyz Republic and Rules of the securities trading of stock exchange.
35. Use of the money which arrived during sale of publicly offered bonds is not forbidden to the issuer performing public offer of bonds.
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