RESOLUTION OF THE NATIONAL COMMISSION ON SECURITIES

of August 2, 2002 No. 31/2

About approval of the Regulations on sale of shares of joint-stock companies in the conditions of the Art. II of the Law No. 163-XVI of 13.07.2007 and shares of limited liability companies from portfolios of the investment funds which are subject to liquidation

Based on provisions of Art. 3 of the item b) and Art. 9 of the h. (1) the item about) the Law N192-XIV of 12.11.1998 on the National commission on securities (Monitorul Oficial al Republicii Moldova N22-23/91 of 04.03.1999), Art. 42 of the h. (4) the Law N199-XIV of 18.11.1998 on the security market (Monitorul Oficial al Republicii Moldova N27-28/123 of 23.03.1999), and also according to Art. 27 of the Law N1134-XIII of 02.04.1997 on joint-stock companies (Monitorul Oficial al Republicii Moldova N38-39/332 of 12.06.1997) and item 79 of the Regulations on economic societies of the Republic of Moldova approved by the Order of the Government N500 of 10.09.1991 the National commission on securities DECIDES:

Approve Regulations on sale of shares of joint-stock companies and shares of limited liability companies from portfolios of the investment funds which are subject to liquidation it (is applied).

Appendix

to the Resolution of the National commission on securities No. 31/2 of August 2, 2002

Regulations on sale of shares of joint-stock companies in the conditions of the Art. II of the Law No. 163-XVI of 13.07.2007 and shares of limited liability companies from portfolios of the investment funds which are subject to liquidation

I. GENERAL PROVISIONS

2. This provision aims at regulation of the procedure of sale by the administrator of the investment funds which are subject to liquidation, shares of joint-stock companies shareholders of which can perform the right to alienation of shares according to the Art. II of the Law N 163-XVI of 13.07.2007. "About modification and amendments in the Join-stock companies law N 1134-XIII of 2.04.1997 about joint-stock companies" (further - joint-stock companies) and share of limited liability companies from portfolios of the investment funds which are subject to liquidation.

3. Requirements of this provision are applied in case of sale of shares of joint-stock companies (further - shares) and share of limited liability companies (further - shares) from portfolios of the investment funds which are subject to liquidation provided that their charter does not provide other procedure of sale of shares or share.

4. The terms used in this provision have the following values:

a) deposit - the money which is previously deposited by participants of auction to account, specified in the information message about holding the auction, for the purpose of guaranteeing the obligations proceeding from participation in auction;

b) the auctioneer - the administrator or the physical person who will organize also holds actually auction;

c) society - joint-stock company and/or limited liability company;

d) lot - set of shares of joint-stock companies and shares of limited liability companies from the portfolios of the investment funds which are subject to liquidation, sold according to this provision.

e) Stock exchange rules of Moldova - the Stock exchange rules of Moldova approved by the Resolution of the National commission on securities of N17/5 of 19.05.2000 about approval of Stock exchange rules of Moldova (Monitorul Oficial al Republicii Moldova N81-83/259 of 13.07.2000).

II. THE PROCEDURE OF DRAWING OF SHARES FOR SALE

5. In case of initiation of the procedure of sale of shares from portfolios of the investment funds which are subject to liquidation, the administrator shall send to the executive body of joint-stock company (daleeaktsionerny society) emitting these shares, the written offer on sale of shares.

6. The main conditions of the offer on sale of shares are established by the National commission on securities (further - the National commission) in the resolution on approval of the appraisal report of property of the fund which is subject to liquidation and the liquidation plan of investment fund.

7. The shares constituting subject of the offer addressed to executive body are on sale only as single packet. Separation of the single block of shares is possible only in the case established in the item 15 of this provision.

8. The offer on sale of shares without fail shall contain:

a) the number of the shares offered for sale;

b) original price of sale of shares;

c) the period in which if at least 2 shareholders will declare the intention to acquire shares, the auction between shareholders will be held.

9. The executive body of joint-stock company shall within 3 days from the date of adoption of the offer to report to the shareholders about the offer for sale received from the administrator.

10. The shareholder who accepted the offer for sale and expressed intention to acquire shares reports about it in writing to executive body of joint-stock company and the administrator within one month (30 days) from the date of the notification about the offer for sale from the administrator. The act of adoption of the offer is registered according to requirements to registration of incoming documents in the register of correspondence.

11. Acts of acceptance the proposals for sale submitted through postal departments or on telegraph till 24 o'clock the last day of term are considered transferred in time. Transfer of the act of adoption of the offer the teletype, the fax or other means of communication is equated to transfer of the act through postal department.

12. It is excluded

13. In case the offer for sale is accepted by the unique shareholder, the shares offered for sale are on sale on original price of the sale of shares specified in the offer.

14. In case at least two shareholders express intention to acquire the shares offered for sale, and the number of the shares requested by each shareholder is equal to the number of shares of the packet offered for sale, sale of these shares is carried out by means of auction with participation of these shareholders according to the procedure, established in the Section V of this provision.

15. The block of shares offered for sale can be divided only in case at least two shareholders express intention to acquire such number of shares which is equal in the amount to the number of shares of this packet.

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