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

of December 27, 2013 No. 2998

About approval of the Regulations on procedure of bond emission of the companies, bonds of international financial institutions and their address

According to Items 1, 3 parts two of Article 7, Item 13 of article 8 of the Law of Ukraine "About state regulation of the security market in Ukraine", Articles 7, 8, 10-1, 28, 32, 33 Laws of Ukraine "About securities and the stock market", for the purpose of establishment of procedure of bond emission of the companies, bonds of international financial institutions and their address the National commission on securities and the stock market RESHILA:

1. Approve Regulations on procedure of bond emission of the companies, bonds of international financial institutions and their address which is attached.

Action of the Regulations on procedure of bond emission of the companies, bonds of international financial institutions and their address approved by this decision extends to issuers to whom the National commission on securities and the stock market registers bond issues of the companies according to requirements of the specified Provision.

2. Declare invalid the decision of State commission on securities and the stock market of July 17, 2003 No. 322 "About approval of the Regulations on procedure for bond issue of the companies", registered in the Ministry of Justice of Ukraine on August 13, 2003 at No. 706/8027 (with changes).

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. To provide to management of information technologies, external and internal communications (A.Zaik):

promulgation of this decision on the official site of the National commission on securities and the stock market;

publication of this decision in the official printing publication of the National commission on securities and the stock market.

5. This decision becomes effective from the date of its official publication.

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

Approved by the Decision of the National commission on securities and the stock market of Ukraine of December 27, 2013 No. 2998

Regulations on procedure of bond emission of the companies, bonds of international financial institutions and their address

I. General provisions

1. This Provision establishes procedure of issue, the circulation of registered bonds of the companies, bonds of international financial institutions, registration in the National commission on securities and the stock market of bond issue of the companies and the prospectus of their issue, bonds of international financial institutions and the prospectus of their issue, changes in the prospectus of the issue of bonds, the report on results of placement of bonds, provisions in the National commission on securities and the stock market of the report on consequences of repayment and cancellation of registration of release of these bonds.

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

the concepts "underwriting", "basic prospectus of the issue", "interest bearing bonds", "redemption of securities", "issue of securities", "discount bonds", "issue", "converting of securities", "international financial institution", "international security identification number", "security circulation", "bond", "bonds of international financial institutions", "bonds of the companies", "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", "target bonds" - according to the Law of Ukraine "About securities and the stock market";

bondholders - physical persons and legal entities, residents and nonresidents who acquired the property right to bonds according to the legislation;

default - insolvency of bond issuing institution to pay to bondholders in time, the established by the prospectus of the issue, interest income on bonds and/or to extinguish part or all-in cost of bonds;

early repayment of bonds - set of actions of the issuer and bondholders about the termination of the circulation of bonds based on the decision on early repayment made by the issuer, payment to their owners of the price of early repayment of bonds is established according to the procedure, provided by the prospectus of the issue of bonds, but cannot be less, than nominal value of such bonds, or deliveries (provision) of goods (services) before repayment periods of the bonds provided by the prospectus of the issue of bonds, and cancellations of bonds according to the procedure, provided by the prospectus of the issue of bonds;

bond issuing institution - legal resident person who on its own behalf places bonds and undertakes the obligations following from conditions of issue of these bonds to their owners / international financial institution which got permission of the central executive body providing forming of the state financial policy for bond emission implementation which on its own behalf places bonds and undertakes the obligations following from conditions of issue of these bonds to their owners;

bond series - set of bonds of one issuer within one bond issue having one registration number, identical conditions of placement and closing dates of contracts with the first owners, addresses, payments of the income and repayment also grant to their owners the identical rights;

the financial reporting - the reporting (for banks - in the corresponding forms which are determined by regulatory legal acts about creation of the financial reporting of banks of Ukraine, approved by resolutions of Board of the National Bank of Ukraine which affected the corresponding reporting dates; for other legal entities - the financial reporting in the corresponding forms which are determined by regulatory legal acts of the Ministry of Finance of Ukraine concerning creation of the financial reporting of the legal entities (except banks) acting on the corresponding reporting dates).

If the issuer according to the legislation constitute the financial reporting under International Financial Reporting Standards, in the cases provided by this Provision the financial reporting constituted on international the standartamfinansovy reporting, consisting of the financial status statement at the end of the period, the profit and loss statement and other comprehensive income for the period, the report on changes in equity for the period, the cash flow statement for the period, notes to the financial reporting is submitted.

The paragraph the tenth is excluded according to the Decision of the National commission on securities and the stock market of Ukraine of 21.12.2017 No. 923;

The paragraph the eleventh is excluded according to the Decision of the National commission on securities and the stock market of Ukraine of 21.12.2017 No. 923;

The paragraph the twelfth is excluded according to the Decision of the National commission on securities and the stock market of Ukraine of 21.12.2017 No. 923;

The paragraph the thirteenth is excluded according to the Decision of the National commission on securities and the stock market of Ukraine of 21.12.2017 No. 923;

3. Bonds can exist only in paperless form.

4. The issuer has the right to place ordinary (unsecured) and secured bonds.

Bonds can be considered secure if the issuer signs the corresponding guarantee agreements on ensuring obligation fulfillment on repayment of the main amount of debt / pogasheni. the main amount of debt and payment of the income for bonds or if to the issuer the guarantee on repayment of the main amount is issued to debt/repayment of the main amount of debt and payment of the income for bonds.

Bonds are considered provided with bail if the issuer determined their such in the decision on placement of bonds and the prospectus of their issue and signed the corresponding guarantee agreement with the guarantor on ensuring obligation fulfillment on repayment of the main amount to debt/repayment of the main amount of debt and payment of the income for bonds.

Bonds are considered provided with guarantee if the issuer determined their such in the decision on placement of bonds and the prospectus of their issue and the guarantor (bank, other credit institution) guarantees before bondholders accomplishment by the issuer of the obligation on repayment of the main amount to debt/repayment of the main amount of debt and payment of the income for bonds.

Bonds are considered provided with insurance if the issuer determined their such in the decision on placement of bonds and the prospectus of their issue and signed with the insurer the corresponding insurance contract of risks of default of the main amount of debt/default of the main amount of debt and nonpayment of the income on bonds.

The issuer shall consider that the amount of the providing received from the guarantor(s), the guarantor(s) taking into account the guarantees and/or guarantees which are earlier provided to them, shall not exceed the size of equity of such guarantor(s), the guarantor(s).

The issuer shall take measures for continuity of providing bonds in accordance with the terms of the prospectus of their issue until accomplishment of obligations to their owners in full by conclusion/renewal of the relevant agreements (receipt of guarantee).

5. The issuer can place interest, target and discount bonds:

1) the bond issuing institution of the companies has the right to place interest and/or discount bonds on the amount which taking into account the amount of releases of unsecured bonds of the same issuer which registration is not cancelled for decision date about placement of bonds does not exceed the triple size of equity or the amount of providing, provided to it for this purpose by the third parties in case of placement of secured interest and/or discount bonds;

2) the issuer of interest bearing bonds shall pay interest income on bonds in the amount of and in time, established by the decision on placement of such bonds and the prospectus of their issue.

Interest income on bonds which nominal value is determined in foreign currency is paid in foreign currency in which nominal value of these bonds is expressed, taking into account the legislation on currency control or in national currency at the currency (exchange) foreign exchange rate in which nominal value of these bonds is expressed, established by the National Bank of Ukraine for accrual date of interest income.

The issuer can determine the size of interest income by interest bearing bonds concerning which the decision on public placement is made, in case of placement of such bonds in the limits determined by the prospectus of the issue of bonds that can be drawn up by the relevant decision;

3) the Total nominal amount of issue of target bonds on which obligation fulfillment is provided by objects of housing construction for which financing of construction funds from physical persons and legal entities through placement of bonds are raised cannot exceed construction cost of object which provides accomplishment of obligations on target bonds, on the approved project documentation.

The issuer of target bonds on which obligation fulfillment is performed by transfer of object (part of object) of housing construction can be person who is owner or acquired the right to permanent use of the parcel of land, or is lessee of the parcel of land on which object of housing construction to which obligation fulfillment on target bonds is provided will be located. The term for which the lease agreement of the parcel of land is signed shall be at least, than the term of accomplishment of construction works according to the project documentation and commissioning of the object of housing construction in operation.

Investment and financing of construction of facilities of housing construction, is performed with use of the non-state funds raised from physical persons and legal entities except cases, stipulated by the legislation, through placement of bonds it is allowed only in case of implementation of issue of target bonds of the companies, accomplishment of obligations on which is performed by transfer of object (part of object) of housing construction.

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

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

The decision on placement of bonds of international financial institutions is made by authorized body (authorized person) of international financial institution.

It is forbidden to limit access for bondholders to the original of the decision on placement of securities which is stored at the issuer if other is not provided by the international treaty of Ukraine.

8. Public placement of 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 bonds.

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

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

In case of public placement of bonds contracts with the first owners are signed 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 bonds provided to placement, issued by various series, the closing date of contracts with the first owners in the course of public placement of separate bond series cannot exceed one year from start date of the conclusion of such agreements.

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

It is forbidden to sign contracts with the first owners in the course of public placement of 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 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 and physical participating persons of private placement whose circle is in advance determined in the decision on placement of bonds can be the first bondholders, offered for private placement.

Bonds which are offered for private placement are considered having limited circle of the address among participants of such placement, except bonds which are offered for private placement for the purpose of transfer to such bonds of obligations of joint-stock company.

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

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

10. The circulation of bonds is allowed after registration by the National commission on securities and the stock market of the report on results of placement of bonds and issue of the registration certificate of bond issue.

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

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

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

13. Recognition by the National commission on securities and the stock market of unfair emission, temporary suspension and renewal of placement of bonds, and also recognition of bond emission invalid happens 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. 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. In case of implementation of bond emission of international financial institutions of the decision of authorized body of the issuer which acceptance is provided by this Provision are accepted by authorized body (authorized person) of international financial institution.

In case of need submissions to the National commission on securities and the stock market according to this Provision of originals and/or copies of decisions of authorized body of the issuer the international financial institution submits the original or the copy of the document(s) that confirms (yut) adoption of such decisions by authorized body (authorized person) of international financial institution.

Documents (their copy) which according to this Provision are filed by international financial institution of the National commission on securities and the stock market do not require assurance by the signature of the head and the issuer's seal, and are signed by the authorized person (the official of authorized body) according to the conferred powers.

 16. For registration of bond issue of the companies and the prospectus of their issue, bonds of international financial institutions and the prospectus of their issue, changes in the prospectus of the issue of bonds, the report on results of placement of bonds, stop/renewal of the circulation of bonds and cancellation of registration of bond issue 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).

II. Bond emission procedure

1. Features of implementation of bond emission of the companies

1. Bonds of the companies are placed legal entities only after complete payment of the authorized capital.

The limiting amount on which the bond issuing institution has the right to place bonds is established by the legislation of Ukraine.

Placement of bonds for forming and replenishment of the authorized capital of the issuer, and also covering of losses from economic activity by transfer of the income from sale of bonds as result of the current economic activity is not allowed.

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

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

4. Bond emission by their public placement is performed on the following stages:

1) acceptance by general meeting or other authorized body of the issuer of the decision relatively:

public placement of bonds;

determinations in need of body of the issuer (executive body, the supervisory board) 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 public placement of bonds;

to modification of the prospectus of the issue of bonds;

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

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

approval of results of placement of bonds;

approval of the report on results of public placement of bonds;

decision making about refusal of placement of bonds;

decision making about carrying out converting of bonds;

decision making about bond issue for the purpose of carrying out converting of bonds of the existing release (series);

approval of results of converting of bonds;

decision making about refusal of carrying out converting of bonds;

decision making about cancellation of the redeemed bonds;

decision making about early repayment of bonds;

decision making about prolongation of circulation periods and bond redemptions;

return of the contributions made in payment for 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 public placement of bonds;

determination of the size of interest income according to interest bearing bonds in case of placement of such bonds in the limits determined by the decision on public placement of bonds and the prospectus of the issue of bonds.

General meeting or other 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 public placement of bonds;

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

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

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

5) representation to the National commission on securities and the stock market of the statement and all necessary documents for registration of bond issue and the prospectus of their issue;

6) registration by the National commission on securities and stock market of bond issue, prospectus of their issue and issue of the interim certificate on bond issue registration;

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

8) 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 bonds (in case of adoption by authorized body of society of the decision on introduction of such changes);

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

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

11) assignment to bonds of the international identification number;

12) the conclusion with Central Securities Depository of the service agreement of issues of securities;

13) provision in Central Securities Depository of copies of the registered prospectus of the issue of bonds, the registered changes in the prospectus of the issue of bonds (in the presence) both registration and deposition of the temporary global certificate in Central Securities Depository;

14) disclosure by the issuer of information containing in the registered prospectus of the issue of bonds and changes to the prospectus of the issue of 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;

15) the conclusion of contracts with the first owners in the course of public placement of bonds.

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

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

17) approval of results of public placement of bonds by authorized body of the issuer;

18) approval of the report on results of public placement of bonds by authorized body of the issuer;

19) representation to the National commission on securities and stock market of the report on results of public placement of bonds;

20) registration by the National commission on securities and stock market of the report on results of public placement of bonds and cancellation of the interim certificate on bond issue registration;

21) receipt of the registration certificate of bond issue;

22) registration and deposition of the global certificate in Central Securities Depository;

23) disclosure of information containing in the registered report on results of public placement of 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.

24)  No. 476 Is excluded according to the Decision of the National commission on securities and the stock market of Ukraine of 10.04.2015.

5. Bond emission by their private placement is performed on the following stages:

1) acceptance by general meeting or other authorized body of the issuer of the decision relatively:

private placement of bonds;

determinations in need of body of the issuer (executive body, the supervisory board) 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 private placement of bonds;

to modification of the prospectus of the issue of bonds;

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

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

to approval of results of private placement of bonds;

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

to decision making about refusal of placement of bonds;

to decision making about carrying out converting of bonds;

to decision making about bond issue for the purpose of carrying out converting of bonds of the existing release (series);

to approval of results of converting of bonds;

to decision making about refusal of carrying out converting of bonds;

to decision making about cancellation of the redeemed bonds;

to decision making about early repayment of bonds;

to decision making about prolongation of circulation periods and bond redemptions;

to return of the contributions made in payment for 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 private placement of bonds.

General meeting or other 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 private placement of bonds;

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

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

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

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

6) registration by the National commission on securities and stock market of bond issue, prospectus of their issue and issue of the interim certificate on bond issue registration;

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

8) 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 bonds (in case of adoption by authorized body of society of the decision on introduction of such changes);

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

10) assignment to bonds of the international identification number;

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

12) the conclusion with Central Securities Depository of the service agreement of issues of securities;

13) provision to Central Securities Depository of copies of the registered prospectus of the issue of bonds, the registered changes in the prospectus of the issue of bonds (in the presence) both registration and deposition of the temporary global certificate in Central Securities Depository;

14) provision by the issuer (according to the procedure, provided by the prospectus of the issue of bonds) copies of the registered prospectus of the issue of bonds and the copy of the registered changes in the prospectus of the issue of 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 the start date of the conclusion of contracts with the first owners in the course of private placement of bonds determined by the prospectus of the issue;

15) the conclusion of contracts with the first owners in the course of private placement of bonds.

During established in the decision on private placement of bonds and the prospectus of the issue of bonds of term by participants of such placement the application is submitted, the purchase and sale agreement of bonds is signed. Complete payment of bonds is performed in accordance with the terms of private placement, but no later than the day preceding day of approval of results of private placement of bonds by authorized body;

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

17) approval of results of private placement of bonds by authorized body of the issuer;

18) approval of the report on results of private placement of bonds by authorized body of the issuer;

19) representation to the National commission on securities and stock market of the report on results of private placement of bonds;

20) registration by the National commission on securities and stock market of the report on results of private placement of bonds;

21) receipt of the registration certificate of bond issue;

22) registration and deposition of the global certificate in Central Securities Depository.

6. The joint-stock company can perform bond emission for the translation of the obligations in the bond, at the same time:

1) bond emission and registration of release and the prospectus of the issue of bonds by the National commission on securities and the stock market are performed according to this Provision taking into account the features provided by this Item;

2) bond emission for the translation of obligations of joint-stock company can be performed only according to monetary commitments of joint-stock company, except obligations on salary payment, and also obligations on payment of single fee on obligatory national social insurance, taxes and fees (obligatory payments);

3) bond emission for the translation of obligations of joint-stock company can be performed on condition of receipt of written consent of creditors, obligations of joint-stock company to whom will be transferred to bonds. The decision on provision of consent is made by the creditor (authorized body of the creditor if the creditor is legal entity);

4) for the translation of obligations in the bond the authorized body of joint-stock company makes the decision on private placement of bonds.

The decision on private placement of bonds for the purpose of the translation of obligations of joint-stock company in the bond can be made in the absence of the moratorium on satisfaction of requirements of creditors or if such translation of obligations is provided by the plan of sanitation.

Total nominal value of bond issue shall be no more than the size of obligations of joint-stock company to which transfer in the bond his creditors agreed. The structure and the size of obligations of joint-stock company are determined for decision date about placement of bonds.

The list of persons among whom the issuer intends to place bonds can include only creditors of joint-stock company who gave the written consent to the translation of obligations of joint-stock company in the bond;

5) placement and payment of bonds is performed at par value by the conclusion between joint-stock company (issuer) and his creditors (participants of placement) of agreements on replacement of the initial obligation with the obligation on bonds (innovation);

6) obligations of joint-stock company to the creditor for which translation the decision on placement of bonds is made are considered stopped from the moment of the introduction by the creditor of the property right to bonds and registration of the report on results of placement of bonds;

7) registration of the report on results of private placement of bonds is performed taking into account requirements of Chapters 1, of the 5th Section III of this provision. At the same time the document confirming payment by the first owners of 100 percent of cost of the placed bonds is the agreement on replacement of the initial obligation with the obligation on bonds (innovation) and the corresponding reconciliation statements.

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