1.            Capital markets

1.1          Amendments to the Prospectus Regulation no. 809/2004

The Commission Delegated Regulation no. 486/2012 amending regulation no. 809/2004 as regards the format and the content of the prospectus, the base prospectus, the summary and the final terms and as regards the disclosure requirements (“PD Regulation 486”) centered into force on 1 July 2012.

Below is a summary of the most important amendments brought by PD Regulation 486:

  1. The concept of “rights issue” is introduced; in particular, the Commission accepted that prospectuses published in connection with offers to existing shareholders (pre-emptive offers) could be shorter, as the investors to whom such offers are addressed can be assumed already to know, or have ready access to, a considerable amount of information about the issuer; as a result, the PD Regulation 486 includes a so-called ‘proportionate disclosure regime’ for prospectuses published in connection with a pre-emptive offer, or by an SME or smaller cap listed company.
  2. The newly introduced Annexes XXIII and XXIV of the PD Regulation 486 specify the information that must be included in a registration statement and a securities note (respectively) for a pre-emptive offer
  3. Summaries, which appear at the front of prospectuses, will in most cases be slightly longer, and specified information will have to be presented in a particular order.
  4. More companies will be able to offer shares to their EEA-based employees without having to produce a prospectus
  5. Across all EEA states, investors will have the same amount of time to withdraw their acceptance if a supplementary prospectus is published
  6. Where securities are offered via a “retail cascade”, it will be clearer who is legally responsible for information provided to investors, and on what terms financial intermediaries are authorized to resell or place securities on the basis of the issuer’s prospectus
  7. The threshold relating to the obligation to publish a prospectus has been increased from EUR 50,000 to EUR 100,000
  8. A Member State acting as a guarantor does not have to disclose the same information about itself as the issuer of that same type of security subject of the guarantee.

1.2  Government Emergency Ordinance no. 32/2012

GEO 32/2012 regarding collective investment undertakings, investment management services companies and the amendment of Law no. 297/2004 on the capital market has been recently enacted and entered into force on July 10th of 2012.

GEO 32/2012 transposes into Romanian law EU Directive 2009/65/EC on the coordination of laws, regulations and administrative provisions relating to undertakings for collective investment in transferable securities (UCITS) and certain provisions of Directive 2010/73/UE amending Directives 2003/71/EC on the prospectus to be published when securities are offered to the public or admitted to trading and 2004/109/EC on the harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market (“PD Directive”).

Below are examples of some of the most important changes to the provisions of Law no. 297/2004 regarding the capital market in keeping with the PD Directive:

  1. definitions of “financial instruments” and  “qualified investors” have been amended;
  2. new terms are defined: representative agent, professional client, essential information, qualified participation etc;
  3. new provisions regarding the possibility for a Romanian investment company to operate in a non-EU member state are introduced;
  4. the obligation to publish the offering announcement in at least two national journals is replaced with the obligation to publish such announcement in accordance with the relevant European regulations;
  5. no prospectus is necessary to be prepared for securities offering addressed exclusively to qualified investors, and/or to less than 150 legal or natural persons, other than qualified investors per member state and in other cases expressly provided by the law;

Other amendments include mandatory takeover offer, convening of the general meeting of shareholders and voting procedures provisions.

2.     Banking legislation

2.1    Regulation no. 11/2012

NBR Regulation no. 11/2012 regarding the primary market of Tbills managed by the National Bank of Romania (the “NBR”) will enter into force on 1 January 2013. As of that date, the currently applicable NBR regulation no. 11/2005 will be repealed.

Some of the most important changes include:

  1. more details on the non competitive offerings procedure;
  2. limitation of the number of primary dealers to 12;
  3. detailed provisions regarding benchmark issues;
  4. new provisions on the monitoring and evaluation of the performance of primary dealers.