Order of the FFMS of Russia No. 13- 55/pz-n "On approval of securities issue and prospectuses registration standards", as of July 04, 2013.

Securities issue standards have been brought to consistency with the latest securities legislation developments

On August 30, 2013 Russian Ministry of Justice registered the Order of the FFMS of Russia No. 13-55/pz-n "On Approval of Securities Issue and Prospectuses Registration Standards", as of July 04, 2013 (hereinafter – the Order). Starting from the effective date of the Order Securities Issue and Prospectuses Registration Standards approved by the Order of the FFMS of Russia No. 07-4/pz-n, as of January 25, 2007 shall lose their force and effect.

The Order has been adopted in order to bring the provisions of the Securities Issue and Prospectuses Registration Standards in consistency with amendments to the Federal Law No. 39-FZ "On Securities Market" as of April 22, 1996 (hereinafter – the Securities Market Federal Law) and other regulations inserted by the Federal Law No. 282-FZ as of December 29, 2012. In particular, the Order provides:

  • preview procedure in relation to documents submitted for the state registration of a securities (additional) issue and prospectuses;
  • securities issue registration terms consistent with the provisions of the Federal Law "On Securities Market";
  • amendment procedure in relation to a resolution approving a securities issue and in relation to a prospectus, including amendments inserted after the state registration of a securities issue report or amendments extending terms for securities offerings or changing conditions and procedure thereof. Also, the Order provides a list of offering conditions that shall not be changed;
  • issue procedure in relation to Russian Depositary Receipts where such issue and related prospectus are not subject to state registration;
  • peculiarities of issue of securities to be offered as part of an entity restructurisation, and a bond issuer change procedure in case of the issuer restructurisation;
  • procedure of prospectus registration in parts (a general and an additional part).

The Order provides an update for events to be considered events of default by an issuer:

  • bond interest (coupon) payment obligation delay period has been extended from 7 to 10 business days;
  • bond nominal value redemption obligation delay period has been reduced from 30 to 10 business days;
  • another event has been added: delay in performance of an obligation to purchase bonds exceeding a 10 business day period (at the fault of the issuer) or a waiver to perform such obligation by the issuer. A procedure for obtaining an ID number for a securities issue is regulated separately where such issue is not subject to an obligatory state registration.

Also, the Order provides other amendments which we would like to point out.

The Order ascertains that an issuer shall provide a registration authority with a document (as part of documents to be submitted for registration of an additional issue) confirming that securities to be offered by the issuer have been verified by a stock exchange or another auctioneer and can be (are) admitted to public trading if the following requirements are met:

  • additional issue securities are offered through a public placement and paid by cash and (or) issuable securities admitted to auctions;
  • the issuer submits documents for state registration of such additional securities
  • issue with no ID number to be assigned to the issue;
  • securities issue in relation to which additional securities are offered are not admitted to auctions.

Also, amendments have been introduced in relation to requirements to the contents of a resolution authorising a securities placement if shares and bonds of an issuer that is not a joint-stock company are paid by non-monetary funds. It shall be noted that the Order does not provide such requirements for joint-stock companies indenting to issue securities.

The Order has determined conditions for paying offered securities by means of foreign issuer securities that have not been admitted to public offering and (or) public trading in Russia. Also, requirements to the execution of certain documents to be submitted by an issuer to a registration authority have been changed.

As an evidence of issuer's compliance with disclosure requirements (at registration performed by a registration authority) the issuer shall provide the registration authority with a certificate in relation to sources of such disclosed information, but not with copies of disclosed information printed from news feeds or websites. Moreover, the Order has extended a term for notifying a registration authority on any changes in information related to securities (additional) issue, the issuer and (or) a party that provided (provides) security for the issuer's bonds, from 10 to 30 days from the moment such changes. The document comes into force 10 days after its official publication (it has not been published yet).