Legislative Update

Disclosure
Issuance of Derivative Securities
Combining Professional Activities
Approved Publications
Development
Capital Requirements
Supervision
Repurchase Agreements

No significant changes were made to Kazakhstan's securities legislation over the past 12 months. During this time, however, the National Securities Commission of the Republic of Kazakhstan (NSC) continued to enact regulations for the further development and implementation of the legal framework governing securities and the securities market in Kazakhstan. This update outlines the most important of them.

Disclosure

Pursuant to NSC Directorate 514 of December 13 1999, the Rules for the NSC's Disclosure of Information were adopted. The rules were based on the following legislation:

• the Law of the Republic of Kazakhstan on the Securities Market, dated March 5 1997;
  
  
• the Law of the Republic of Kazakhstan on Joint-Stock Companies, dated July 10 1998; and
  
  
• the Provision on the NSC, approved by Edict 3755 of the President of the Republic of Kazakhstan, November 13 1997.

The rules establish the procedure for the NSC's disclosure of information to investors and other interested persons.

Pursuant to the rules, the following information may be disclosed:

• legal acts of the NSC;
  
  
• information regarding issuers and issuances of securities; and
  
  
• information on organizations that perform activities in the securities market which must be licensed in accordance with existing legislation.

In accordance with Clause 2 of the rules, information may be disclosed regarding issuances by the following entities:

• banks;
  
  
• organizations that perform certain types of banking operations;
  
  
• insurance organizations;
  
  
• professional participants of the securities market;
  
  
• organizers of securities trades;
  
  
• investment funds;
  
  
• accumulative pension funds;
  
  
• companies which manage pension assets; and
  
  
• the Central Depository of Securities.

The rules provide for the following methods of disclosing information:

• publication on the NSC web site;
  
  
• publication in the magazine Securities Market in Kazakhstan;
  
  
• publication in mass media; and
  
  
• reply to a written request made by investors and other interested parties.

Issuance of Derivative Securities

With regard to the collection and analysis of information regarding issuances made by Kazakh organizations, the NSC adopted Resolution 56 of January 12 2000 on the Provision of Information when Issuing Certain Types of Derivative Securities. When issuing certain types of derivative securities, the prospectus of emission (ie, the circular) and a report on the results of their issuance and placement must be submitted to the NSC within 15 days of the end of their placement. The derivative securities to which the resolution applies include the following:

• American depository shares;
  
  
• American depositary receipts;
  
  
• global depository shares; and
  
  
• global depository receipts.

The report must include the following information:

• the country of the issuance;
  
  
• the currency of the issuance;
  
  
• the amount of the issuance;
  
  
• the underwriters (managers) of the issuance; and
  
  
• the price of the securities issued at the time of placement.

If the issuance is sponsored by a joint stock company (ie, if it is conducted at the initiative of a joint stock company or is supported thereby), the report must be submitted by the company upon whose shares the derivative securities are issued. If the issuance is not sponsored (ie, if it is conducted without the initiative and support of a joint stock company), the report must be submitted by a professional securities market participant that participated in the issuance and placement of the derivative securities.

Combining Professional Activities

In order to regulate professional activities in the securities market, NSC Regulation 66 of February 26 2000 on the Combination of Several Types of Professional Activities in the Securities Market was adopted. In accordance with this resolution, the following professional activities may be combined:

• custodial activities with broker-dealer activities and securities clearing activities;
  
  
• activities on investment management of pension assets with activities on management of securities portfolio as well as broker-dealer activities; and
  
  
• depository activities with the maintenance of the register of securities holders of a public joint stock company and securities clearing activities.

Approved Publications

In order to control joint stock companies' publication of information on their activities, a resolution of NSC Directorate 560 of February 14 2000 was adopted. Accordingly, a list of printed publications in which a joint stock company may publish material relating to its activities in the securities market was established. These include:

• the newspaper Egemen Kazakhstan;
  
  
• the newspaper Kazakhstanskaya Pravda; and
  
  
• the magazine Securities Market in Kazakhstan (except for information that relates to the convocation and conduct of a general meeting of shareholders and the effectuation of major transactions by a company).

Development

On July 30 1999 Resolution 1084 of the Government of the Republic of Kazakhstan on Measures for Implementation of the Programme for the Development of the Kazakh Securities Market for 1999-2000 was adopted. This provides for the implementation of the following measures:

• the preparation of a draft Law on Investment and Share Funds in the Republic of Kazakhstan;
  
  
• the preparation and approval of legal acts that regulate the organization, licensing and activities of investment and share funds and their managers;
  
  
• the establishment of the procedure for pension asset management companies's management of the securities of institutional investors;
  
  
• the establishment of the qualification requirements for brokers and dealers which are not banks and which apply for a licence for the management of securities;
  
  
• the preparation of a draft Law on the Protection of the Rights and Interests of Investors in Kazakhstan;
  
  
• the preparation of a draft Law on Insider Transactions in the Kazakh Securities Market; and
  
  
• other measures aimed at developing the securities market in Kazakhstan.

Capital Requirements

NSC Resolution 58 of January 12 2000 amends NSC Resolution 16 of November 20 1998 on the Charter Capital of a Pension Asset Management Company. The charter capital of pension asset management companies must now be increased.

Meanwhile, NSC Resolution 64 of February 26 2000 has amended NSC Resolution 9 of June 25 1998 on the Requirements Presented to Professional Securities Market Participants. The minimum sufficient own capital required for depository activities in the securities market was changed and now amounts to:

• 60,000 monthly specified rates until July 1 2000;
  
  
• 70,000 monthly specified rates from July 1 2000 until July 1 2001; and
  
  
• 90,000 monthly specified rates from July 1 2001.

Supervision

NSC Directorate 443 of September 30 1999 has approved the Instruction on the Procedure For Examination of Securities Market Participants with Respect to their Compliance with the Terms and Conditions of Obtained Licences and Kazakhstan Legislation.

Repurchase Agreements

The Board of the National Bank of the Republic of Kazakhstan's (NBK) Resolution 160 of July 3 1999 has approved the rules for the NBK's repurchase agreement and reverse repurchase agreement operations with Kazakhstan state securities.

For further information on this topic please contact Yuriy Maltsev at White & Case by telephone (+7 3272 50 74 91) or by fax (+7 3272 50 74 93) or by e-mail ([email protected]).