According to the Law “On Securities and Stock Market”, the following groups of securities can be in civil circulation in Ukraine:
EQUITY SECURITIES. Certify the participation of their holder in the authorized capital (except for investment certificates and real estate fund certificates), grant the holder the right to take part in the management of the issuer (except for investment certificates and REF certificates) and receive part of the profit, in particular in the form of dividends, and part of the property in case of liquidation of the issuer (except for REF certificates). Equity securities include:
DEBT SECURITIES. Certify the loan relationship and provide for the obligations of the issuer or the person who issued the non-equity security, to pay funds within a certain period of time, to transfer goods or to provide services in accordance with the obligation. Debt securities include:
MORTGAGE SECURITIES, the issue of which is secured by a mortgage (mortgage pool), certifying the right of holders to receive their funds from the issuer. Mortgage securities include:
PRIVATIZATION SECURITIES. Certify the right of the holder to receive the part of property of state enterprises, state housing stock, land fund in the process of privatization free of charge.
DERIVATIVE SECURITIES, the mechanism of issue and circulation of which is related to the right to purchase or sell within the term established by the agreement, securities, other financial and/or commodity resources.
COMMODITY SECURITIES, that entitle their holder to dispose of the property specified in these documents.
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Establishment of a joint stock company
When a company is established, its shares are subject to private placement exclusively among the founders. A company is established in the following stages:
1) holding of a meeting of founders, at which decisions are made on:
If a joint stock company is established by one person, the decisions to be taken by the meeting of the founders must be taken by that person solely.
2) conclusion of the memorandum of association (in the event of a decision to conclude a memorandum of association);
3) submission of an application and all necessary documents for the registration of the issue(s) of shares to the central office of the Commission;
4) registration by the Commission of the issue(s) of shares and issuance of a provisional certificate(s) on registration of the issue(s) of shares;
5) assignment to the shares of the international identification number of securities;
6) conclusion of a contract on servicing securities issues with the Central Securities Depository;
7) registration and deposit of a provisional global certificate in the Central Securities Depository;
8) private placement of shares among the founders of the company;
9) payment by the founders of the full net value of shares;
10) holding of a constituent meeting, at which decisions are made:
If a joint stock company is established by one person, the decisions to be taken by the constituent meeting must be taken by that person solely;
11) registration of the company and its charter with the state registration bodies;
12) submission to the Central Office of the Commission of a report on the results of the private placement of shares;
13) registration by the Commission of a report on the results of the private placement of shares;
14) obtaining a certificate(s) on registration of shares issue(s) and a registered report on the results of the private placement of shares.
15) registration and deposit of a global certificate in the Central Securities Depository;
16) issuance to the founders of the company of the documents confirming the ownership of the shares.
Registration of issue(s) of shares, registration of the report on the results of the private placement of shares or refusal in the appropriate registration are carried out by the Commission.
More about the documents to be submitted for the registration of the issue of shares can be found here.
Registration of shares issued by joint stock companies with a state share in the authorized capital that had been established prior to the entry into force of the Law of Ukraine “On Securities and the Stock Market” (the issue of shares of which is not registered in accordance with the procedure established by law), and the transfer of such issues to the Depository Registry system are carried out in accordance with a separate Procedure, approved by the Commission's decision.
Registration of shares issued by joint stock companies, including holding companies, that were established through the corporatization of state enterprises or in the process of privatization of state enterprises, as well as companies formed on the basis of leased property and established on the basis of the association of property of various forms of ownership, is regulated by a separate Procedure, approved by the Commission's decision.
Increase and decrease of the capital
In case of public or private placement of additional shares, if the authorized capital of the company is increased with additional contributions, the issue of shares, the issue prospectus and the report on the results of public or private placement of shares must be registered. Registration of the issue of shares and the issue prospectus is carried out simultaneously.
In case the authorized capital of the company is increased due to the allocation of additional capital (its parts) to the authorized capital or due to the allocation of the profit (its part) to the authorized capital, registration of issue of shares is carried out, the report on the results of the placement of shares is not submitted to the registration authority for registration.
In case the authorized capital of a company is decreased by reducing the nominal value of shares or by cancelling previously repurchased shares of the company and reducing their total number, registration of the issue of shares is carried out, the report on the results of the placement of shares is not submitted to the registration authority for registration.
More information about the increase and decrease of the authorized capital of joint stock companies can be found here.
The issuance of shares (as well as the registration of such issues and the suspension of their circulation) of joint stock companies, which are established by merger, division, separation or transformation, as well as joint stock companies, which are subject to accession, is regulated by a separate Procedure, approved by the Commission's decision.
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Issuers can place ordinary (unsecured) and secured bonds. Bonds can be considered secured if the issuer concludes corresponding surety contracts or guarantees for the repayment of the principal debt amount/repayment of the principal debt amount and payment of the interest on bonds. Bonds may be interest-bearing, targeted or discounted.
Public placement of bonds is carried out by offering them in advance to an undefined number of persons on the basis of publication in the official publication of the National Securities and Stock Market Commission of the bond issue prospectus. Such a placement is carried out by the issuer independently on the stock exchange or through the underwriter.
Private placement of bonds is carried out by direct written offer of such bonds to a predetermined circle of persons, the number of which does not exceed 100.
Circulation of bonds is permitted after the registration of report on the results of placement of bonds by the National Securities and Stock Market Commission and the issue of a certificate of registration of a bond issue.
Bonds of enterprises and international financial organizations (IFO)
Bonds of enterprises are placed by legal entities only after full payment of their authorized capital. The placement of bonds for formation and replenishment of the authorized capital of the issuer, as well as for coverage of losses from economic activities by admitting income from the sale of bonds as a result of current economic activity, is not allowed.
The placement and sale of bonds must be in national currency, and if provided for by the legislation and prospectus of issue of the relevant issue of bonds—in foreign currency, taking into account the legislation on currency regulation.
An issuer of corporate bonds is entitled to place interest-bearing and/or discounted bonds for the amount that, considering the amount of issues of unsecured bonds of the same issuer, the registration of which has not been cancelled as of the date of the decision to place bonds, does not exceed three times the amount of equity or the amount of collateral provided for this purpose by third parties in the event of placement of interest-bearing and/or discounted bonds.
The total nominal amount of the issue of targeted bonds, the fulfillment of obligations under which is provided for by housing construction facilities, for financing the construction of which funds from individuals and legal entities are attracted through placement of bonds, cannot exceed the cost of construction of the facility, which provides for the fulfillment of obligations under the targeted bonds, according to the approved project documentation.
The decision to place bonds of enterprises is taken by the issuer's management body, whose powers are confirmed by the issuer's constituent documents.
The decision to place bonds of international financial organizations is taken by the authorized body (authorized person) of the international financial organization.
More on registering the issue of bonds of enterprises and IFOs can be found here.
Local loan bonds
The issuer of local loan bonds may be the Verkhovna Rada of the Autonomous Republic of Crimea or a city council, which places bonds on its own behalf and undertakes obligations to their owners.
The total amount of borrowings to the local budget by issuing local loan bonds cannot exceed the amount of budget deficit of the special fund of the local budget for the corresponding year.
Funds from the placement of bonds received by the issuer are used to finance the budget for the development of the budget of the Councils and are used for the creation, increase or renewal of strategic objects of durable use or objects that ensure the fulfillment of the tasks of the Councils aimed at satisfying the interests of the population of the Autonomous Republic of Crimea and territorial communities of cities.
Expenditures for local debt servicing are made at the expense of the general fund of the local budget. Local budget expenditures for local debt servicing cannot exceed 10 percent of the local budget general fund expenditures during any budget period when local debt servicing is planned.
More on registering the issue of local loan bonds can be found here.
Mortgage bonds are bonds, the fulfillment of obligations of the issuer under which is covered by the mortgage. A mortgage bond certifies the transfer of cash from its owner and confirms the issuer's obligation to reimburse to the owner the nominal value of this bond and cash income in accordance with the procedure established by the Law “On Mortgage Bonds” and the issue prospectus, and in case of non-fulfillment by the issuer of the obligations under the mortgage bond, the owner has the right to satisfy its claim at the expense of the mortgage collateral.
The following types of mortgage bonds can be issued:
1) ordinary mortgage bonds;
2) structured mortgage bonds.
The issuer of ordinary mortgage bonds is a mortgage lender who is responsible for fulfilling obligations under such mortgage bonds with mortgage collateral and all other of its property, which can be recovered in accordance with the law. The issuer of structured mortgage bonds is a specialized mortgage institution, which is responsible for fulfilling obligations under such mortgage bonds only with mortgage collateral.
More on registering the issue of mortgage bonds can be found here.
An option certificate is a standard document (security) that certifies the right of its holder to purchase from the issuer an option certificate (option certificate for purchase) or to sell to the issuer an option certificate (option certificate for sale) of the underlying asset in the time frames and on the conditions specified in the issue prospectus of these option certificates.
The issuer can set the period (deadline) for the execution of option certificates:
The term of fulfillment of obligations under option certificates cannot exceed six months.
In case of issue of option certificates with delivery, the underlying asset of which is a construction site, the issuer must be the owner or user of the land plot.
Placement and circulation of option certificates is carried out on stock exchanges.
More on registering the issue of option certificates can be found here.
The issuer of the real estate fund (REF) certificates can be a bank or a non-bank financial institution. The registration of the issue of REF certificates and the prospectus of their issue can be carried out provided that the following requirements are met:
The issuer may decide to place REF certificates after obtaining the permission of the appropriate authorized body, whose competence includes supervision and regulation of the issuer's activities, for the right to issue REF certificates in the manner prescribed by it.
The number of issues of REF certificates of a single issuer, which are in circulation simultaneously, is not limited.
More on registering the issue of REF certificates can be found here.
Placement and/or circulation of securities of Ukrainian issuers outside Ukraine are carried out exclusively on the basis of the Commission's permission. Permission is granted if the following conditions are met simultaneously:
Permission for the circulation of securities of Ukrainian issuers outside Ukraine is granted only for the number of securities that are on the securities account of their owner.
The alienation of securities (except for discounted bonds) outside Ukraine on the basis of permission to place and circulate securities of the Ukrainian issuer outside Ukraine is carried out at a price not lower than their nominal value.
A joint stock company places each share with an increase in the authorized capital at a price not lower than its market value determined in accordance with the legislation of Ukraine and has no right to place shares at a price below their nominal value.
To obtain permission to place and circulate securities of Ukrainian issuers outside Ukraine, the issuer must submit to the Commission the following documents:
Composition, procedure and terms for disclosing in the stock market of regular (quarterly, annual), special information, information on mortgage securities, real estate fund certificates, information in the notice of the general meeting by the issuers of securities and its submission to the Commission, information in the securities issue prospectus and the report on placement results are regulated by The Regulation on Information Disclosure by Securities Issuers.
Issuers of securities in cases provided for by this Regulation are required to disclose the information in the stock market by:
In the event that the issuer discloses information the disclosure of which is mandatory untimely, the issuer must notify the Commission in writing with a letter stating the reasons that led to the untimely disclosure of the information drawn up arbitrarily and certified by the signature of the head of the issuer.
The issuer informs shareholders or investors about the untimely disclosure of information by disclosing information and by giving a notification in the publicly accessible information database of the Commission within two days, but no later than 10 a. m. of the third day after the day of detection by the issuer of the fact of untimely disclosure.
If the issuer discloses unreliable information, it is obliged to take measures to disprove such Information and disclose the corrected Information in the same way(s) in which such unreliable information was disclosed.
More information on information disclosure by issuers can be found here.
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