EXCHANGE RULES, SECTION XVI. Start Market Rules

Transcription

1 EXCHANGE RULES, SECTION XVI. Start Market Rules

2 Article 1 Scope of Regulation and Definitions (1) The following terms have the meanings defined below in these Rules, unless another meaning arises from context. a) the Exchange means the Prague Stock Exchange company (Burza cenných papírů Praha, a.s.), ID No.: , with its registered office at Rybná 14/682, Prague 1, registered with the Commercial Register maintained by the Municipal Court in Prague, section B, number 1773, website b) Start Market means the segment called the START Market of Multilateral Trading Facility of the Exchange operated in accordance with provisions of Art. 69 of Act 256/2004 Coll., on Undertakings on the Capital Market c) Guaranteed Period period of 3 years following the admission to trading on the Start Market d) Tranche means an issue of new issuer s investment instruments that have been admitted to trading on the Start Market in a preceding issue, e) Admission means the admission of an investment security to trading on the Start Market according to these rules, f) Patron means a trading member who is performing the function of a patron according to the relevant Exchange rules 1. g) Form means the information, that an investment instrument is a security, book-entry security or immobilised security. (2) These Rules govern: a) conditions for the admission of investment instruments to trading on the Start Market, b) conditions for the exclusion and elimination of investment instruments from trading on the Start Market, c) conditions for the suspension of investment instruments from trading on the Start Market, d) fulfilment of the disclosure duties for the Start Market, e) the imposition of sanctions for failing to fulfil the obligations established for the Start Market. (3) The Start Market is used for trading of investment instruments which are issued in accordance with generally binding regulations, are interchangeable, convertible without limitations and admitted to trading by the Exchange on this market. Article 2 Application for the Admission of an Investment Instrument 1 See Exchange Rules Section V., Rules for Market Makers and Liquidity Providers 1

3 (1) This part of the Start Market Rules regulates the conditions for the admission of an investment instrument to trading on the Start Market, as well as the conditions for exclusion and elimination of such investment instruments from trading, suspension of these investment instruments from trading, fulfilment of disclosure duties by the issuer and sanctions imposed for failing to fulfil the obligations according to these Rules. (2) The Chief Executive Officer of the Exchange decides about the admission to trading of an investment instrument on the Start Market. The decision is based on a request in writing. (3) The Issuer of an investment instrument or an authorised trading member acting pursuant to a power of attorney applies for admission on the Exchange. (4) Investment instruments are admitted according to individual issues. (5) There is no legal entitlement to admission. (6) The application includes: a) Issuer s identification: i) the name or registered business name and registered office of the Issuer, the law of the country where the issuer was established, ii) the identification number of the Issuer or the number under which the Issuer is entered in the Commercial Register or a similar register kept in the country of the Issuer s seat; iii) amount of the Issuer s equity capital or the amount of the issued and approved capital as regards international issuers; iv) identification of the Issuer according to NACE (Nomenclature générale des Activités économiques dans les Communautés Européennes). b) identification of the investment instrument: i) ISIN; ii) type, form and category of the investment instrument; iii) volume of the issue to be traded; iv) nominal value, if specified; v) identification of the investment instrument according to ISO , vi) reference price 3. (7) The application shall include the following documents: a) power of attorney by the Issuer, if a current member requests admission on behalf of the Issuer; b) certification of ISIN allocation; c) Information Document featuring the particulars provided in Annex 1 of these Rules. d) a security prospectus if there is an obligation to publish the security prospectus in accordance with the law 4. 2 International standard defining the classification of the types of securities and other financial instruments (so-called CFI codes). 3 Article 6 of the Exchange Rules Section I. Trading rules for Automated Trading System XETRA Praha, 4 Art. 35 of Act 256/2004 Coll., on trading on the capital market, as amended 2

4 e) a document proving the entry of the investment instruments in the register of investment instruments maintained by the depository, or four sample printouts of the investment instrument with a description of the technical design thereof. The physical investment instrument must be issued in accordance with Exchange Rules, Section XIV. Specific Details for Technical Design of Securities Admitted to Trading on Exchange Markets; f) in the case of collection securities, the affidavit of the person authorised to maintain records on the share owners in the collection security that a record of share owners in the collection security has been established; g) the Issuer s Articles of Association or a similar document in the case of shares or similar investment instruments representing a share in the Company; h) in the case of bonds or similar investment instruments representing a right for the payment of an amount owed, also the terms of issue or a similar document; i) the full version of the terms of subscription; j) Issuer s affidavit featuring the particulars provided in Annex 1 of these Rules, regarding the fulfilment of all the terms of the subscription; k) an affidavit issued by the issue Guarantor, featuring the particulars provided in Annex 1 of these Rules, pursuant to which (i) the data and information specified in the Information Document are substantially correct, complete and not misleading, (ii) the Information Document provides a concise description of the major risk factors relating to the investment in the Issuer s shares, and (iii) the Issuer s business plans described in the Information Document are based on realistic assumptions; provided that (i), (ii) and (iii) is not required if no Information Document is issued; l) an affidavit issued by the Issuer s Legal Counsel or the Issue Guarantor (if the Issuer has no Legal Counsel), featuring the particulars provided in Annex 1 of these Rules, pursuant to which the legal information regarding the Issuer and the issue provided in the Information Document is compliant with the applicable legal regulations and the Exchange Rules, and that it corresponds to the legal status of the Issuer and the issue, as of the date of the Information Document; m) if exists, an agreement concluded with a trading member, who will act as a patron with regard to the issue admitted; n) in the case of a foreign Issuer an extract from a public registrar maintained in the country where the Issuer is headquartered (original or authenticated copy); o) two originals of the Framework Agreement on the Admission of Investment Instruments for Trading on the Market of the Exchange signed by the Issuer. (8) The application shall be submitted in Czech, English or Slovak. (9) As of the day of admission of an investment instrument to trading, the Issuer becomes obliged not to terminate trading on the Start Market or not to take any steps leading to the termination of trading on the Start Market at least for the Guaranteed period. Article 3 Issue Guarantor 3

5 (1) Any Issuer applying for admission of an investment instrument pursuant to these Rules must have a guarantor of the issue (hereinafter the guarantor ). The issue guarantor must be a trading member. (2) The role of the guarantor is to assist Issuers in entering the Exchange and in meeting their duties of informing the Exchange during the admission of the issue on the Start Market. (3) The guarantor shall formally check all the particulars of the application for admission to the Start Market, including the relevant annexes, especially the particulars of the Information Document. (4) The guarantor shall also oversee compliance with the disclosure duty of the Issuer pursuant to Art. 6 (2), and shall immediately inform the Exchange if the guarantor learns about any Issuer s failure to comply with the duty to inform the Exchange. (5) During at least 3 years following the admission of investment instrument on the Start Market, the guarantor shall at least once a year issue an Issuer Analysis Report and send it to the Exchange, always within 2 months following the end of each fiscal year of the Issuer. The Analysis Report shall especially comprise the guarantor s opinion regarding the fulfilment of the Issuer s business plan described in the Information Document. The Analysis Report may also comprise investment recommendations. (6) The Exchange shall keep a list of approved guarantors and shall publish it on its website. (7) The guarantors shall be approved by the Exchange. (8) The Information about newly approved guarantors shall be published as news on the website of the Exchange. (9) The following items must be submitted for a guarantor to be included in the list of approved guarantors: a) application for the approval of the guarantor s activity, which includes: i) the name or registered business name and registered office; ii) amount of registered capital; iii) organizational and ownership structure; iv) identification of at least two individuals responsible for the guarantor s activity on the side of the candidate, including their CVs; (b) The following items must be submitted with the application: i) extract from the Commercial Register; ii) Company s Articles of Association in their current version; iii) latest audited annual report; iv) description of experience with investment consultancy in the small and medium enterprise segment, including an overview of the results achieved in the past three years. (10) The Exchange shall decide on the inclusion of the guarantor in the list of approved guarantors within 10 business days of the receipt of the application by the Exchange. (11) The application for approval of the issue guarantor, including annexes, shall be sent to the Exchange in writing and in electronic form. (12) For the purpose of making its decision, the Exchange may request missing or other supplementary information from the guarantor. Such a request temporarily suspends the deadline set forth in paragraph 8. (13) The guarantor must be informed in writing about the decision of the Exchange to include the guarantor in the list of approved guarantors. 4

6 (14) The decision shall become effective on the day stated in the decision. (15) In case of doubt regarding the guarantor s activities, the Exchange may require from the guarantor all information available to the guarantor upon the preparation of the Issuer s entry on the Start Market. Should the guarantor demonstrably make a mistake, the Exchange may decide on a penalty, i.e. a) a written reprimand to the guarantor; b) excluding the guarantor from the list of guarantors. The Exchange shall publish such decision on its website. (16) The guarantor must be informed in writing about the decision of the Exchange to exclude the guarantor from the list of approved guarantors. (17) The decision becomes effective on the day stated in the decision. Article 4 Admission of an Investment Instrument (1) The Chief Executive Officer decides about an application for admission of an investment instrument within 10 business days following the delivery thereof to the Exchange. (2) For the purposes of making a decision, the Exchange may request missing or other supplementary information. Such a request suspends the deadline set forth in paragraph 1. (3) The Chief Executive Officer s decision must be submitted in writing. The decision on admission shall also specify the amount of fees for admission in accordance with the Tariff of Exchange Fees and also the first trading day or a matter how this day shall be stipulated. (4) The decision on admission shall become effective on the day of delivery or on the day of the fee payment, provided that the Applicant has not settled the stipulated fees as of the date of the delivery. If the Applicant fails to settle the stipulated fees within 60 days following the issue of the decision on admission or fails to comply with the terms specified in the decision, the decision shall be deemed invalid. (5) Upon meeting all the provisions of the relevant legal regulations, the Chief Executive Officer may, upon request and in cases deserving special attention, decide to grant an exception from the duty to submit one or more annexes according to Art. 2 (7) if he believes that the investors requirements for the transparent functioning of the market will not be affected. Article 5 Admission of a Tranche (1) Before issuing a new Tranche, the issuer shall inform the Exchange about this fact in writing. (2) If a new Tranche of an issue comes out within 1 year from the admission of the investment instrument to the Start Market, the Issuer shall submit notification including all dates specified in Art. 2 (6). Attached to the notification shall be also a full version of the terms of subscription and an affidavit of the guarantor according to Art. 2 (7) (k), without (i) and (ii). 5

7 (3) If a new Tranche is issued after a period of one year from the admission of an investment instrument on the Start Market, the notification of issuer in writing shall contain all dates specified in Art. 2 (6) and its annex shall be the documents specified in Art 2 (7) (a), (c), (d), (e), (f), (i), (j) and (k) where (k) includes (i) and (ii). (4) Based on the issuer s notification, the Exchange shall register the increase in volume of investment instruments admitted to the Start Market. Article 6 Issuer s Duties (1) Prior to the commencement of trading, the Issuer shall send the Exchange an Information Document and publish the same on its website; if required, the security prospectus shall be published. (2) The Issuer shall also provide the Exchange with the following data via a web application at www1.pse.cz, and publish the same on its website: a) audited annual report, immediately after the compilation thereof; b) immediately all changes regarding rights relating to the traded investment instrument (e.g. participation in an ordinary or extraordinary General Meeting, claim for dividend); c) immediate information on the changes in the volume of issue, par value, form and ISIN of the investment instrument; d) for bonds and similar investment instruments - immediate information regarding changes in the interest rate, premature repayment, meetings of bond holders and other important changes arising from the nature of the investment instruments; e) immediate information that may lead to a significant change in the investment instrument rate or deteriorate the Issuer s ability to comply with obligations arising from the investment instruments (including, for example, the commencement of bankruptcy or settlement proceedings, suspension of the Issuer s activities on the basis of an official decision, approval of a business transformation plan). (3) Information the Exchange receives from the issuer based on this part of the Exchange Rules shall be available upon request at the registered office of the Exchange. The Exchange is not responsible for the content and accuracy of the information provided by the Issuer. (4) Disclosures shall be made in Czech, English or Slovak. (5) The Issuer shall comply with disclosure obligations until ending trade of the investment instrument. (6) The Issuer is obliged to fill the position of Investor Relations Manager. A person at this position is primarily responsible for the communication between the issuer and the Exchange and the investment company. The contact details of this person must be provided on the Company s website. The position of Manager must be staffed at all times while trading an issue. (7) The issuer is obliged to provide the guarantor with due assistance in the preparation of the Analysis Report according to Art. 3 (5). Article 7 6

8 Suspension and Termination of Investment Instrument Trading (1) The Chief Executive Officer shall be entitled to exclude investment instruments from trading on the Start Market, especially in cases where the Issuer fails to fulfil the terms stipulated by law or by the Exchange Rules, or if there is a compelling reason to protect investors or the proper functioning of the market. For the reasons above, the Chief Executive Officer may also suspend the trading of an investment instrument for only a limited time if there is reason to be believe the reasons for suspension will only be temporary, (2) The Chief Executive Officer shall exclude an investment instrument from trading upon request of the Issuer, if the Issuer has fulfilled the requirements stipulated by the Exchange Rules and alternatively by law. The Exchange may request submission of additional documents to ensure compliance of its own procedures with the legal regulations in force. However, the Issuer or other authorised person may not apply to terminate the trading of the investment instrument until the Guaranteed Period (see Art. 2 (9)) has elapsed. At the same time, investment instrument trading may not be terminated less than 1 month and more than 3 months following the delivery of the request with all the required documents. If the statutory requirements are fulfilled, the Exchange and the Issuer may agree on another date to terminate trading. (3) Trading shall be terminated as of the date determined in the decision on excluding or eliminating the investment instrument from trading. The decision must specify the trading termination date in accordance with the Exchange Rules and legislation in force. (4) The Exchange will post information regarding the suspension, exclusion or elimination of an investment instrument on its website and/or in the Exchange Newsletter. At the same time, it shall inform the Issuer accordingly, justifying its decision. For the avoidance of doubt, disclosure or delivery of the decision to the Issuer shall not be a condition for the decision to take legal effect. (5) The decision on the suspension, exclusion or elimination of an investment instrument shall be made by the Chief Executive Officer. A decision of this type may also be issued by a deputy Chief Executive Officer. Article 8 Sanctions in the Event the Issuer Fails to Fulfil its Obligations (1) If the Issuer breaches the Exchange Rules, the Chief Executive Officer may impose any of the following sanctions, either once or repeatedly: a) a written reprimand; b) announcement of the fact that disclosure obligations have been breached (in the Exchange Bulletin, on the website of the Exchange, in printed media, etc.); c) financial sanctions of up to 500,000 CZK; i) for the first breach, up to 50,000 CZK; ii) for the second breach, up to 150,000 CZK; iii) for the third and any further breach, up to 500,000 CZK; d) suspension and termination of investment instrument trading, for the period necessary to ensure remedial actions; 7

9 e) termination of investment instrument trading. (2) A stricter sanction shall only be imposed on the Issuer if a less strict sanction is insufficient to achieve the intended purpose. The Chief Executive Officer shall impose the sanctions while observing the principal of proportionality. (3) Multiple sanctions specified in paragraph 1 may apply to a single breach. (4) Imposing a sanction shall not affect the fulfilment of the Issuer s obligations set forth in the Exchange Rules. (5) Sanctions may be imposed within six months of the day on which the Chief Executive Officer learns about the facts critical for the imposing thereof; however, not later than one year following the occurrence of such events. Article 9 Sanction Procedure (1) The procedure for imposing sanctions (hereinafter the Procedure ) begins with the delivery of written notice to the Issuer s registered office or Issuer s branch office in the Czech Republic. (2) The written notice according to paragraph 1 shall comprise: a) specification of the reasons for which the procedure has been initiated; b) sanctions imposable on the Issuer; c) a request asking the Issuer to respond within the deadline before the commencement of the procedure and to provide all details relevant for the procedure. (3) For management needs, the Chief Executive Officer is entitled to request information, documents or other materials from the Issuer that could help determine the true state of affairs. The Issuer shall submit a statement regarding all background data and circumstances in connection with the subject of the procedure. (4) The decision regarding the imposition of sanctions shall be delivered to the Issuer s registered office or branch office in the Czech Republic. (5) The decision to impose sanction can be appealed against within 15 calendar days of the delivery thereof to the Issuer. The appeal shall be submitted at the central office of the Exchange, and the Exchange Chamber shall rule on the appeal. Article 10 Effectiveness This part of the Exchange Rules, Start Market Rules was approved by the Exchange Chamber per rollam and takes effect from 4 th May,