August-September 2013

Securities Commission Approved the Procedure for Granting its Permit
for Placement and Circulation of Securities Abroad

On 20 June 2013, the National Commission on Securities and the Stock Market (the "Securities Commission") adopted Resolution No. 1105 "On Approval of the Procedure for Granting Permit for Placement and/or Circulation of Ukrainian Issuers' Securities outside Ukraine" (the "Procedure"). The Procedure was registered by the Ministry of Justice of Ukraine on 17 July 2013 and entered into force on 27 August 2013.

According to the Procedure, the placement and/or circulation of Ukrainian securities outside of Ukraine are allowed only based on the relevant permit granted by the Securities Commission. The Securities Commission is authorized to grant two types of permits: (1) for circulation of Ukrainian securities outside of Ukraine, and (2) for placement and circulation of Ukrainian securities outside of Ukraine (collectively the "Permit").

In order to obtain the Permit, a Ukrainian issuer has to provide the Securities Commission with an application together with a number of documents set out by the Procedure and meet the following two requirements:

  • the issue of securities that will be placed outside Ukraine must be registered with the Securities Commission;
  • the same type of securities that will be placed outside Ukraine must be admitted to listing on at least one stock exchange in Ukraine.

Specifically to shares, the Procedure provides that not more than 75% of the respective share issue can be allowed to be placed outside Ukraine.

The Permit is to be granted within 30 days following the date of the obtainment of the relevant documents by the Securities Commission. The Permit is granted for an indefinite term.

In addition, the Securities Commission has also approved Resolution No. 1100 "On Regulation of Servicing of Transactions with Securities of Ukrainian Issuers Placed and/or Circulated outside Ukraine" introducing amendments (the "Amendments") to the Regulation on Depository Activities. The Amendments contains, inter alia, provisions and list of documents for opening securities accounts on behalf of the foreign depositaries by the National Depositary of Ukraine (the "Accounts").

The Amendments generally stipulate that accounting procedure in respect of Ukrainian issuers' securities and confirmation of the ownership rights to such securities placed on the Accounts based on the granted Permit shall be governed by the laws of the foreign depositaries.

It appears that the abovementioned Resolutions of the Securities Commission to some extent simplify the procedure of placement of securities (shares, bonds) by Ukrainian issuers abroad and, therefore, make possible for Ukrainian issuers to access the foreign stock exchanges.

For further information please contact
senior associate Yevgen Porada and associate Yuriy Radko

© Asters 2013
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