26.06.2020

The National Securities and Stock Market Commission (hereinafter NSSMC) announces that on October 1, 2020, a new version of the Procedure for Approving the Acquisition of a Substantial Participation in a Professional Stock Market Participant or increase in such a way that the person will directly or indirectly owns or control 10, 25, 50 and 75 percent of the charter capital of such participant or the voting right of the acquired shares (stakes) in its governing bodies with simultaneous change of its name will come into force

The amendments to the Procedure provide the procedure of approving the intention of a person individually or jointly with other persons to acquire qualifying holding in a professional stock market participant or to increase it in such a way that the aforementioned person will have a significant influence on the management or activities of the professional participant

The ownership structure of the stock market participant will be considered opaque if:

  • it is impossible to identify all owners of qualifying holding in the applicant to the presence of structures in the ownership construction for mutual ownership of shares;
  • it is impossible to identify all owners of qualifying holding in the applicant to the presence of a trust in the ownership structure, about which information is not disclosed;
  • it is impossible to identify all owners of qualifying holding in the applicant to the presence of persons in the ownership structure who have the right to own, use and dispose of rights to significant participation, but act on the instructions of the final beneficiaries;
  • the ownership structure of the applicant consists exclusively of persons who have a share in the authorized capital of the applicant of less than 10%, which makes it impossible to identify at least one person who has qualifying holding in the applicant and there is no person in the applicant, regardless of the formal ownership has a significant influence on the applicant;
  • owners with qualifying holding are not approved on such qualifying holding, if at the time of acquisition of qualifying holding such approval was provided by the law.

It is important to know that from October 1, in case of establishing the fact of acquisition or increase of qualifying holding in the stock market without obtaining approval from the NSSMC of the intention to acquire and / or increase (except for a few exceptions) of professional participants may be deprived of a license, if it does not bring the ownership structure in accordance with the requirements of the Procedure and conditions or the License Terms.

This resolution of the NSSMC has implemented the provisions of the Directive 2014/65 / EU of the European Parliament and of the Council of 15.05.2014 and the Delegated Regulation of the Commission № 2017/1946 of 11.07.2016 on an exhaustive list of information to be included by potential purchasers in the notification of potential acquisition of qualifying holding.

The amendments in the Procedure can be found here: https://www.nssmc.gov.ua/documents/poriadok-pohodzhennia-namiru-nabuttia-abo-zbilshennia-osoboiu-istotnoi-uchasti-u-profesiinomu-uchasnyku-fondovoho-rynku/

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