Client Alert. Recent Developments in the Russian Securities Market Regulatory Regime

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1 Number February 2013 Client Alert Latham & Watkins Corporate Department Recent Developments in the Russian Securities Market Regulatory Regime Although Russian equity offerings will continue to pose structuring challenges, the amendments introduced by Law 282-FZ will likely greatly simplify and facilitate equity capital raises. On 21 December 2012, the Russian State Duma adopted the Federal Law On Amendments to the Legal Acts of the Russian Federation and Cancellation of Certain Legal Acts of the Russian Federation, which was signed into law by the President of the Russian Federation on 29 December 2012 (Law 282-FZ). Law 282-FZ introduces amendments to a number of key laws, including the Federal Law On Securities Market (the Securities Market Law), Federal Law On Joint Stock Companies (the JSC Law), Federal Law On Banks and Banking Activity (the Law on Banks) and certain other laws with a view to further enhancing the regulatory framework for the Russian financial markets. Although Russian equity offerings, particularly those that feature a related party component, will continue to pose structuring challenges, we believe that the amendments introduced by Law 282-FZ will greatly simplify and facilitate equity capital raises and may even revolutionize market practice with respect to direct offerings. With respect to the domestic Ruble bond market, the impact of Law 282-FZ may be less dramatic as an initial matter, but it does lay the foundation for potentially significant shifts in the future as the regulatory regime is further developed. Key Law 282-FZ amendments included: Depositary receipts that represent newly issued shares of a Russian open joint stock company may be admitted to trading and settled on a T+3 basis Shorter time frames for the registration of a prospectus, commencement of an offering following such registration and pre-emptive rights periods (8 business days in certain defined circumstances) should align new share issuances with international offering timetables Russian credit organizations are now permitted to file offering notifications instead of offering reports, which will allow them to freely use primary shares in structuring their international offerings Issuers may request that the Federal Service for Financial Markets (the FSFM) pre-review a prospectus before registration thereby reducing the risk that registration will be denied Issuers may divide a prospectus into main and ancillary parts and register them separately thereby giving issuers the flexibility to vary offering terms and more quickly take advantage of offering windows Issuers will be required to prepare a Russian prospectus which includes all material information for an investor to make an investment decision Latham & Watkins operates worldwide as a limited liability partnership organized under the laws of the State of Delaware (USA) with affiliated limited liability partnerships conducting the practice in the United Kingdom, France, Italy and Singapore and as affiliated partnerships conducting the practice in Hong Kong and Japan. Latham & Watkins practices in Saudi Arabia in association with the Law Office of Salman M. Al-Sudairi. In Qatar, Latham & Watkins LLP is licensed by the Qatar Financial Centre Authority. Under New York s Code of Professional Responsibility, portions of this communication contain attorney advertising. Prior results do not guarantee a similar outcome. Results depend upon a variety of factors unique to each representation. Please direct all inquiries regarding our conduct under New York s Disciplinary Rules to Latham & Watkins LLP, 885 Third Avenue, New York, NY , Phone: Copyright 2013 Latham & Watkins. All Rights Reserved.

2 Amendments reduce the risk that certain offerings may be challenged or deemed invalid post-closing Amendments begin to implement a regime which would facilitate liability management exercises with respect to Ruble bonds Issuers of foreign securities may register those securities with the FSFM and list in Russia by signing the prospectus without the requirement that a Russian broker also signs and takes responsibility for the disclosure The timing to receive dividend payments should be reduced and issuers will have more flexibility in setting dividend record dates Depositaries will no longer be required to provide a list of ultimate beneficial owners (UBOs) to issuers of depositary receipts in relation to dividend payments Issuers are no longer required to prepare a list of UBOs of foreign securities representing such issuers shares on a quarterly basis The Russian Tax Code was amended to set out the procedure for payment of withholding tax on dividends and other payments under the securities by depositaries, securities trust managers and brokers A comparative chart showing certain key amendments to the Securities Market Law, the JSC Law and the Law on Banks is attached as Annex A hereto. Law 282-FZ came into force on 2 January 2013 with the exception of certain provisions that have other effective dates, as more fully detailed in Section IV of this publication. We expect that these amendments, particularly amendments to the Securities Market Law, will require further amendments of other regulatory acts, particularly the Standards of Issuance of Securities and Registration of Prospectuses approved by the Order No. 07-4/pz-n of the FSFM dated 25 January 2007, as amended (the Standards of Issuance), the Regulation on Disclosure of Information by Issuers of Issue Securities approved by the Order No /pz-n of the FSFM dated 4 October 2011, as amended (the Disclosure Regulation), and Instruction No. 128-I of the Central Bank of Russia (the CBR) dated 10 March 2006 regulating procedures of securities issuance by Russian credit organizations, amongst others. As of the date of this publication, the FSFM has not published any amendments or new versions of the Standards of Issuance or Disclosure Regulation that would bring them in compliance with Law 282-FZ. I. Securities Market Law 1. New Aspects of the Securities Offering Procedure a. Reduced time period for registration of securities As opposed to the current time frame of 30 calendar days, which applies to registering both securities and prospectuses in all cases, Law 282-FZ sets forth the following new timeframes for registering securities and prospectuses: (i) 30 calendar days in case the securities to be offered are registered together with the prospectus (ii) 30 calendar days for registration of the main part of the prospectus (see 3.c Main and ancillary parts of the prospectus for further details on the main part) (iii) 20 calendar days in case the securities to be offered do not require a registered prospectus (for a list of exemptions when a prospectus is not required, see 3.a Mandatory registration of a prospectus) 2 Number February 2013

3 (iv) 20 calendar days for registration of the ancillary part of the prospectus (see 3.c Main and ancillary parts of the prospectus for further details on the ancillary part) (v) 10 business days in case the FSFM has completed a pre-review of the prospectus and either issued a positive decision or the issuer has removed all inconsistencies identified in the FSFM s negative decision (see 3.b Pre-review of prospectus by the FSFM for further details) These amendments come into force on 2 July b. Time frames for offering of securities Law 282-FZ provides for an earlier time period to commence an offering of securities. If securities are offered via subscription and a prospectus in respect of such securities was registered, the offering may commence once the issuer has provided public access to the prospectus after registration thereof with the FSFM. If an offering of securities did not require a prospectus, the offering may commence after registration of the securities to be offered. Previously, an offering could commence not earlier than two weeks (or three calendar days in case of offering to Russian qualified investors (QIs)) after the disclosure of information on registration of securities. The deadline to complete an offering remains one year after registration of securities, although Law 282-FZ allows issuers to extend this term by up to two additional years for a total of three years. c. Refusal to exercise an offering Law 282-FZ allows issuers to formally refuse to exercise an offering after registration of the securities, but prior to commencement of offering of securities if the following conditions are met: (i) the issuer s management body adopted a decision on refusal to exercise an offering; and (ii) the issuer filed with the FSFM a respective application and offering report stating that no security was placed. Previously, issuers had to wait until the end of a potential offering period (usually, a year after registration of securities) in order to file an offering report stating that no security was placed. d. General conditions of an offering Law 282-FZ introduced a general condition for offering securities the terms of an offering shall be equal for all potential investors save for exceptions set out in Russian law. This requirement replaced the previous one, according to which the issuer was not allowed to give advantages to certain investors over others save for a limited number of exceptions. The old wording raised concerns in the context of international offerings when the issuer, in the open subscription, had a possibility to select which offers to accept and in practice, sold all securities to the underwriting banks. e. General conditions of transferability of securities Law 282-FZ introduced an important revision regarding the transferability of newly issued securities. Securities may be transferred after they have been fully paid, with the exception of securities in respect of which an offering report must be registered by the FSFM, in which case securities may be transferred after registration of such report. This means that in case if an issuer is allowed to file an offering notification (see e.g. Conditions for submitting an offering notification), newly issued securities could be transferred immediately upon full payment therefor. This amendment is very important for international offerings because it should enable Russian shares to settle and list in the form of both shares and GDRs on a three business day basis after pricing. 3 Number February 2013

4 f. Statute of limitations and new remedies for persons exercising pre-emptive rights Law 282-FZ introduced new rules for determining the statute of limitations for claims on invalidation of an offering. In case the offering requires registration of an offering report, the statute of limitations remains the same, i.e. three months from the date of state registration of the offering report. However, in case the offering is followed by submission of an offering notification, any claims relating to invalidation of the offering could be filed only prior to disclosure of information on commencement of the offering by the issuer. Afterwards, subject to certain exceptions, such an offering may not be challenged. Moreover, the invalidity of a particular transaction does not entail invalidity of the offering. As a result, offerings that involve the submission of an offering notification will no longer be subject to the risk of invalidation after commencement of the offering. These rules together with the above-mentioned transferability conditions represent a substantial move towards settling newly issued shares of Russian issuers in accordance with international standards. Law 282-FZ also provides new remedies for persons who had pre-emptive rights that were breached in the course of an offering resulting in such persons inability to purchase securities that they were entitled to. In this case, a pre-emptive right holder may in its discretion claim damages from the issuer, including damages resulting from the need to acquire securities that such person was entitled to from third parties, or require the issuer to sell to such person the respective amount of securities at the offering price. g. Conditions for submitting an offering notification Law 282-FZ has modified the requirements to submit an offering notification instead of an offering report. An offering notification may be submitted if all of the following conditions are met: (i) the offering was made through open subscription, (ii) securities were paid with cash or other publicly traded securities and (iii) securities are admitted to an organized market. The prior version of the Securities Market Law had a provision stating that the possibility to file an offering notification instead of registering an offering report did not apply to Russian credit organizations. This meant that the settlement cycle for newly issued credit organization shares could not comply with international practice, leaving Russian banks with no practical possibility to offer primary shares to international investors. This issue should now be resolved and Russian banks will be in the same position as Russian corporate issuers to freely use primary shares in structuring their international offerings. Amendments discussed in items (b) through (g) above came into force on 2 January Certain New Rules for DR Programs Russian issuers are no longer required to prepare a list of UBOs of foreign securities representing such issuers shares on a quarterly basis. Foreign depositaries, however, still have an obligation to provide information on UBOs (except UBOs that are qualified as collective investment schemes under the law applicable to such UBOs) at the request of the issuer, Russian courts, the FSFM and Russian law enforcement authorities. These amendments came into force on 2 January In addition, Law 282-FZ introduces important amendments creating a cascade dividend payment system and related obligations of depositaries, as more fully detailed in section II.2 Joint Stock Companies Law New Dividend Payment Rules. The new dividend payment system does not require issuers to compile lists of securities owners in order to pay dividends, which means that starting from 1 January 2014 when the relevant rules come into force, DR depositaries will no longer be required to request and provide to the issuers lists of UBOs in relation 4 Number February 2013

5 to payment of dividends and the relevant prohibition on distribution of dividends only to the holders of DRs that have disclosed information about themselves, will no longer be in force. 3. New Rules on Prospectuses a. Mandatory registration of a prospectus The current legislative regime created a presumption that a registered prospectus would not be required, subject to certain exemptions (i.e., open subscription and closed subscription, provided that the number of subscribers in the closed subscription exceeds 500, including subscribers with pre-emptive rights). Law 282- FZ takes the opposite approach to state that a prospectus is required in all cases when an offering of securities is made in the form of subscription under Russian law (either closed or open), save for a number of exemptions. The list of exemptions is quite extensive and generally tends to bring Russian offering rules in compliance with international securities offering standards via private placement. In particular, a prospectus is not required if (i) an offering is made solely to QIs provided that the total number of persons who have preemptive rights in such offering does not exceed 500 (excluding QIs); or (ii) an offering is made to any subscriber, provided that the total number of subscribers does not exceed 150 (excluding QIs and existing shareholders, provided that the total number of existing shareholders does not exceed 500 (excluding QIs)); or (iii) proceeds from the offering (obtained either in one or several tranches) do not exceed 200 million rubles per year (4 billion rubles for credit organizations); or (iv) the offering price to be paid by each of the potential subscribers (other than those exercising pre-emptive rights) is 4 million rubles or more, provided that the total number of persons exercising pre-emptive rights does not exceed 500 (excluding QIs). Other exemptions ((v) an offering of shares or securities convertible into shares solely to existing shareholders, provided that the total number of shareholders does not exceed 500 (excluding QIs) and (vi) an offering pursuant to closed subscription, provided that the total number of subscribers does not exceed 500 (excluding QIs)) repeat and further detail the existing rules. b. Pre-review of prospectus by the FSFM Currently, Russian issuers do not have an opportunity to officially pre-clear a draft prospectus with the FSFM and must submit the prospectus after it has been finalized and formally approved by the issuer s board of directors. As a result, the risk that the FSFM will have substantial comments on the prospectus and will deny registration in the end of the 30-day official review period is very high. In addition, the necessity to obtain corporate approvals prior to filing of the prospectus to the FSFM significantly extends the overall timing of preparation of the offering. Law 282-FZ introduces a new step in the procedure of offering securities under Russian law pre-review of prospectus and other documents required for state registration of securities by the FSFM. This rule applies only if a securities offering requires the registration of a prospectus. Documents submitted to the FSFM, including a draft prospectus, do not need to be approved by a management body of the issuer. The FSFM will conduct a pre-review within 30 days and issue a decision on the compliance (a positive decision) or non-compliance (a negative decision) of the submitted documents with Russian law. Pre-review decisions are not a matter of public record. Law 282-FZ sets forth a shorter registration period in case the documents required for a securities offering were submitted to the FSFM for pre-review. Such securities shall be registered within 10 business days, provided that (i) the FSFM issued a positive decision or (ii) the issuer has removed all inconsistencies identified by the FSFM in its negative decision. 5 Number February 2013

6 It is expected that these amendments will generally facilitate the registration procedure and make it more transparent. The risk of refusal by the FSFM to register securities should be minimized by the pre-review procedure assuming the FSFM has issued a positive decision. However, uncertainty still remains in case of a negative decision. It is not clear whether a negative decision will be detailed enough so that the issuer could address all inconsistencies identified by the FSFM and there is always a risk that the FSFM will consider revised versions of documents non-compliant with Russian law. Law 282-FZ does not explain what happens in this case, although this could be detailed further in the expected amendments to the Standards of Issuance. Presumably, the FSFM review period will be extended to the regular 30 calendar days in this case. Law 282-FZ also does not limit the number of pre-reviews for which the issuer may apply and therefore, an issuer that receives a negative FSFM decision may consider submitting documents for another prereview prior to their submission for formal registration. In practice, this means that issuers will be more focused on the pre-review procedure and will be very concerned about getting a positive FSFM decision. On the one hand, 30 calendar days pre-review period, together with the subsequent 10 business days formal registration period, in aggregate results in an even longer overall securities registration period than the prior 30 calendar day period. On the other hand, the ability to submit documents for pre-review without obtaining corporate approvals first is a significant step forward and will allow issuers to complete certain offerings within much shorter time frames than before as corporate approval procedures may be launched simultaneously with the submission of documents for pre-review. Although Law 282-FZ does not detail the scope of corporate approvals to which this exemption applies (for example, it is not expressly provided that this exemption applies exclusively to the resolution on approval of the offering documents or whether it covers all corporate approvals that need to be adopted in connection with the offering, including the decision on increase of the share capital, which commonly requires most time to obtain), presumably, due to the broad wording of the relevant provision of Law 282-FZ, the exemption will cover all corporate resolutions that need to be adopted in connection with the offering. c. Main and ancillary parts of the prospectus Law 282-FZ also introduces the possibility to divide a prospectus into main and ancillary parts that may be registered separately. The main part of a prospectus will include (a) a brief overview of the issuer and the securities and, optionally, information on the terms of the offering, (b) information on the issuer and its financial and business activity, and (c) financial statements of the issuer, including, as applicable, audited annual financial statements of the issuer and audited annual consolidated financial statements of the issuer s group for the past three financial years (or for a shorter period if the issuer has been existing for such shorter period), interim financial statements of the issuer and consolidated interim financial statements of the issuer s group for the most recent three, six or nine months and an audit opinion in relation to it, if any. The ancillary part of a prospectus will include information on the particular securities offering and other relevant information. As opposed to the main part which is registered within 30 calendar days (unless there was a pre-review procedure in respect of the main part which allows to register the prospectus within a shorter time frame, as described in b. Pre-review of the Prospectus above), ancillary part is registered within 20 calendar days. The ancillary part may be registered simultaneously with the main part or at any time within a year thereafter. However, if after registration of the main part and prior to registration of the ancillary part (i) the issuer has prepared financial statements or (ii) any events have occurred that could have an impact on the decision to invest in securities and (iii) 6 Number February 2013

7 if section (a) of the main part referred to above did not include information on the terms of the offering, the issuer is required to register amendments to the main part of the prospectus along with the ancillary part. Law 282-FZ does not clearly specify whether registration of amendments to the main part in this case takes 30 or 20 calendar days, however, presumably, it takes 20 calendar days since the law refers to simultaneous registration of the ancillary part and of the amendments to the main part. Law 282-FZ does not specify whether the pre-review rule described in item b above applies to the ancillary part. Generally, these amendments will make the offering procedure more flexible and will allow issuers to choose appropriate windows for the offering and adjust terms of the offering accordingly (as opposed to the current regulation, pursuant to which the issuer may offer securities within a year from the date of registration of securities, however, if any terms of the offering need to be changed, the issuer must go through the lengthy procedure of registration of amendments to the offering documents). d. Other requirements to contents of the prospectus In addition to the new form of prospectus, Law 282-FZ introduces new requirements for the contents of a prospectus. In particular, the prospectus must describe all circumstances that may have a material impact on the decision to invest in securities. This amendment represents a step towards making Russian prospectus a more substantive disclosure document, as opposed to the past approach when issuers were first of all required to comply with the prescribed disclosure format. As a result of this change, Russian issuers are expected to start putting more effort into preparing the Russian prospectus. In the context of international offerings, this may mean that substantially all company and business specific information that is disclosed in the international offering document should also be disclosed in the Russian prospectus. An interesting question that may arise from this will be how market practice develops as to whether or not an English language international offering document and the Russian prospectus should essentially be identical. Due to the formulaic nature of the Russian prospectus, past practice has not required this, thereby permitting the preparation of each offering document to occur in parallel which meant that neither document would inhibit the timetable for preparing the other. Should market practice change such that substantive disclosure in the Russian prospectus is considered to be key to the transaction, that presumably would mean that Russian issuers would need to focus much more attention on preparing the Russian prospectus. This would be particularly true should the FSFM revise the Disclosure Regulation in line with the new rules to make the disclosure rules consistent with the international standards. Finally, Law 282-FZ also permits issuers that are subject to mandatory disclosure obligations under Russian law to incorporate previous disclosures by reference instead of disclosing the relevant information in the prospectus. This is an important exemption for Russian publicly traded companies that routinely disclose material information. Law 282-FZ does not establish specific liabilities for failure to provide a materially accurate prospectus. Presumably, investors would have to rely on the general remedy available under the Securities Market Law, i.e. to claim damages from the issuer and from other persons who have signed and/or approved the prospectus (in respect of information provided and/or confirmed by such persons). As previously, the issuer has primary liability for the contents of the prospectus and other persons, including auditors, security providers, etc., have joint and several liability, which is secondary to the issuer s liability. All amendments relating to prospectus come into force on 2 July Number February 2013

8 4. Certain New Rules Concerning Russian Bonds Law 282-FZ introduces a specific rule for amending the bonds offering decision, according to which amendments could be made with the consent of bondholders obtained pursuant to the procedure set out in the federal law. No federal law setting out the procedure for obtaining bondholders consent for amending the offering decision has been adopted yet. This new rule, however, represents a step towards facilitating restructurings of bonds because it introduces a possibility for the bondholders to consent to a change of the terms of the bonds. At the same time, the new rule is very vague and should be detailed further because it does not specify whether it applies only in cases when the bonds have already been sold or also in cases when the offering of bonds has not yet been completed. These amendments came into force on 2 January Law 282-FZ introduced a mechanism for transfer of issued bonds to the successor entity upon reorganization of the issuer. According to the previous regulation, such bonds had to be re-issued by the entity surviving a reorganization. Law 282-FZ provides that the issuer will be replaced with the successor entity, provided that all obligations under the bonds are assumed by a single successor entity and such entity has a legal form that allows it to issue bonds. The offering documents must be amended accordingly and such amendments must be registered with the FSFM. The amendments come into force on the date of completion of reorganization of the issuer. These amendments come into force on 2 July Finally, Law 282-FZ removed the requirement that the aggregate nominal value of bonds should not exceed the amount of the charter capital of the issuer or the amount of security for the bonds provided by third parties. The only requirement for offering of bonds is full payment if the charter capital of an issuer. These amendments came into force on 2 January Certain New Rules for Foreign Issuers Law 282-FZ further enhances the legal framework for offering of foreign securities in Russia. Previously, prospectuses of foreign securities must have been signed by the issuers and Russian brokers. Law 282-FZ provides for an option to sign a foreign securities prospectus either by the foreign issuer or by the broker. In the past, brokers have been reluctant to assume responsibility for foreign securities prospectuses but the new regulation should facilitate foreign issuers access to the Russian securities market. These amendments came into force on 2 January II. Joint Stock Companies Law 1. Pre-emptive Rights Exercise Period Law 282-FZ amended the pre-emptive rights exercise period established by the JSC Law. If the offering decision relating to shares or securities convertible into shares to be offered through an open subscription does not specify the offering price or the procedure for its determination, the minimum pre-emptive rights exercise period shall be 20 calendar days from the date of notification of the pre-emptive rights holders. However, if information included in such notification must be disclosed in connection with the offering under the law, the pre-emptive rights period could be reduced to eight business days from the moment of such disclosure. As a practical matter, we would expect that most offerings conducted in accordance with the above will have an 8 business day pre-emptive rights period. Previously, the minimum pre-emptive rights exercise period was 20 calendar days and could be applied in cases where the offering decision provided for determination of the offering price after expiration of the pre-emptive rights period. A 45-day pre-emptive rights period continues to be obligatory if the price for the new shares is established before the beginning of the pre-emptive rights period. 8 Number February 2013

9 It is expected that an option to reduce the pre-emptive rights exercise period to 8 business days could be used in international offerings. Such an option is very important for simultaneous offerings in Russia and abroad because it helps synchronize the offering and settlement procedures for the Russian and international offering tranches. These amendments came into force on 2 January New Dividend Payment Rules Law 282-FZ introduces a new, so-called cascade, system of dividend payment, according to which dividend could be paid to nominal holders that must then transfer dividend to shareholders. By way of background, the existing regime of dividend payment requires an issuer to compile a list of owners of shares as of the same record date that is used for the relevant shareholders meeting. Upon approval of the dividend by the shareholders, the relevant payments are made by the issuer directly to the shareholders appearing on the list of owners. The dividend must be paid within 60 calendar days from the relevant shareholders meeting. The new rules change the sequence of events so that the shareholders decide on the dividend and establish a record date by the same decision, such record date should be no later than 20 calendar days from the date of the shareholders meeting (and additionally, not earlier than 10 calendar days in case if the shares are publicly traded). The definition of the record date was specified as the end of the operational day falling on that date. The issuer pays the dividend to the first level of nominal holders appearing on the register, including depositary of a DR programme. Nominal holders, in turn, have an obligation to transfer the dividends to the ultimate shareholders. In this regard, the deadline for payment of dividends was changed to: (i) not less than 10 business days from the record date for depositaries and trust managers and (ii) not less than 25 business days from the record date for other recipients. A depositary that is registered in the shareholders register as a nominal holder must transfer dividend that it received to the persons registered in the depositary s record keeping system as nominal holders and to trust managers not later than on the next business day following receipt of dividend from the issuer, and to all other persons registered in the depositary s record keeping system within 15 business days (or five business days for depositaries maintaining mandatory centralized record keeping of securities). Therefore, the overall maximum dividend payment period will constitute 25 business days. Importantly, Law 282-FZ does not require depositaries to disclose UBOs for the purposes of dividend payment. In case a dividend is paid in cash, such payment could be made by the issuer or, upon the issuer s instruction, by the registrar or by a credit organization. Payment is deemed to have been made on the date of receipt of funds by the credit organization with which the recipient of dividend has a bank account. These amendments come into force on 1 January Decision on Listing and Delisting of Securities According to Law 282-FZ, a listing of shares and (or) securities convertible into shares requires approval by a shareholders meeting (simple majority of votes of shareholders present at the meeting), unless the charter provides that this matter falls within the competence of the board of directors. Delisting also requires approval by a shareholders meeting (¾ of shareholders present at the meeting) and cannot be referred to the board s competence. 9 Number February 2013

10 Law 282-FZ provides shareholders who voted against delisting of shares and (or) securities convertible into shares or did not participate in voting with a right to demand buy-back of their shares. In this case, the share buy-back price shall not be lower than the average trading price of shares in the organized market for the six months preceding the date of the shareholders meeting at which the decision on listing or delisting was approved Moreover, a decision on delisting shall be effective only in case the aggregate value of shares in respect of which the demands on buy-back have been filed does not exceed 10% of the company s net assets as of the date of such decision. This rule means that delisting of shares and securities convertible into shares will become a time-consuming procedure because the issuer will be required to wait till expiration of the period for filing buy-back demands, which is currently set as 45 calendar days from the date of the general shareholders meeting which takes decision on delisting. Holders of preference shares now also have voting right on the matters of listing/ delisting of the relevant preference shares. The minimal voting thresholds for approval of the relevant decisions are ¾ of votes of holders of common shares present at the meeting and ¾ of votes of all holders of preference shares. Higher thresholds may be set in the charter. Amendments relating to delisting of securities came into force on 2 January 2013 and amendments relating to listing of securities will come into force on 30 September III. Law on Banks Law 282-FZ introduces new rules on merger control in respect of credit organizations exercised by the CBR. At present, prior consent of the CBR is required in case of acquisition of 20% interest in the capital of a credit organization. Law 282-FZ extends this requirement to acquisition of control over shareholders (participants) of a credit organization holding more than 20% interest in the capital of a credit organization and acquisition of such control by a group of persons, as defined in Russian law. The CBR must give its consent or refusal within 30 calendar days from the date of submission of an application by the acquirer. If no response is received from the CBR within 30 calendar days, the requisite consent is considered to have been given. In certain cases, consent of the CBR could be obtained post-acquisition of 20% interest or acquisition of control over shareholders (participants) holding more than 20% interest in a credit organization. Such cases include acquisition in the course of a public offering and other cases set out in federal laws (no such cases are currently set out in the laws). It remains unclear, however, what happens if the CBR does not issue a subsequent consent for acquisition of shares in the course of a public offering. The rule also applies to public offering as defined in the Securities Market Law, i.e. offering under open subscription, including offering through an organized market (with the exception of offering solely to QIs). Law 282-FZ also further detailed the requirement to notify the CBR in case of acquisition of more than 1% interest in the capital of a credit organization. This requirement will apply to direct acquisition as well as to indirect acquisition by a group of persons. The notification must be filed within 30 calendar days from the date of acquisition. 10 Number February 2013

11 If the CBR finds that the rules on obtaining prior or subsequent consent were breached, it may issue an order to remove the breach by one of the following methods: (i) to obtain consent of the CBR for the acquisition or (ii) to sell or otherwise transfer the shares that were acquired in violation of the above rules. From the date of receipt of such order and pending removal of the violation or cancellation of the order, the acquirer has a right to vote only 20% shares in the credit organization (or additional increments of shares that were acquired and that exceed 20% of shares). The CBR may challenge decisions made by the shareholders if the acquirer voted the acquired shares in violation of the above rule and if such acquirer s voting had an impact on the voting results at the shareholders meeting. The CBR may also claim invalidation of the acquisition in court if the acquirer did not comply with the requirements set out in the CBR order on removal of the breach. The above rules apply to direct acquisition of shares as well as to acquisition of control over shareholders (participants) of a credit organization holding more than 20% interest in its capital. These amendments came into force on 2 January IV. Effective Dates of Certain Important Amendments No. Rule Effective Date 1. Cancellation of requirement to disclose 2 January 2013 quarterly UBO lists 2. Rules on pre-emptive rights period 2 January Rules on listing of securities by joint stock 30 September 2013 companies 4. Rules on delisting of securities by joint stock 2 January 2013 companies 5. Amendments to the Law on Banks 2 January Rules relating to securities offering procedures 2 July Rules on prospectus 2 July Rules on amendment of offering decision for 2 July 2013 Russian bonds and registration of bonds in case of reorganization of the issuer 9. Rules on payment of dividends 1 January Number February 2013

12 No. Rule Old Version New Version a. New Aspects of the Securities Offering Procedure 1. Reduced time period for registration of securities 2. Time frames for offering of securities 3. Refusal to exercise an offering 4. General conditions of an offering 5. General conditions of transferability of securities I. Securities Market Law In all cases 30 calendar days following filing of necessary documents with the FSFM. (a) Offering could commence not earlier than 2 weeks (or 3 calendar days in case of offering to QIs) after disclosure of information on registration of securities. (b) The deadline to complete an offering was 1 year after registration of securities. Not available. The issuer was not allowed to give advantages to certain investors over others save for a limited number of exceptions. Transfers of securities shall not be exercised until: i. their full payment; and ii. state registration of an offering report or filing a of an offering notification. Law 282-FZ sets forth the following new time frames for registration of securities: i. 30 calendar days in case the securities to be offered are registered together with the prospectus; ii. 30 calendar days for registration of the main part of the prospectus; iii. 20 calendar days in case the securities to be offered do not require a registered prospectus; iv. 20 calendar days for registration of the ancillary part of the prospectus; and v. 10 business days in case the FSFM has made a pre-review of the prospectus and either issued a positive decision or the issuer has removed all inconsistencies identified in the FSFM s negative decision. (a) Law 282-FZ provides for an earlier time period for commencement of offering of securities: i. If securities are offered through a subscription and a prospectus was registered, offering can commence once the issuer has provided access to the prospectus after registration thereof with the FSFM; ii. If an offering of securities did not require a prospectus, the offering may commence after registration of the securities to be offered. (b) The deadline to complete an offering remains 1 year after registration of securities, although Law 282-FZ allows issuers to extend this term by up to 2 additional years for a total of 3 years. Law 282-FZ allows issuers to formally refuse to exercise an offering after registration of securities but prior to commencement of the offering of securities if the following conditions are met: i. the issuer s management body adopted a decision on refusal to exercise an offering; and ii. the issuer filed with the FSFM a respective application and report stating that no security was placed. Law 282-FZ introduced a general condition for offering of securities terms of an offering shall be equal for all potential investors, save for exceptions set out in Russian law. Transfers of securities shall not be exercised until: i. their full payment; and ii. if required, state registration of an offering report only (i.e. in case of filing of an offering notification trading can start from the moment of full payment of securities). 6. Statute of limitations i. Statute of limitations period for claims on invalidation of an offering is 3 months from the date of state registration of an offering report (filing of an offering notification). ii. Statute of limitations for claims on invalidation of transactions made in the course of an offering was 3 month from the date of the relevant transaction. i. Statute of limitations for claims on invalidation of an offering remains 3 months from the date of state registration of an offering report. ii. In case of submission of an offering notification, any claims relating to invalidation of the offering could be filed only prior to disclosure of information on commencement of the offering by the issuer. iii. Statute of limitations for claims on invalidation of transactions made in the course of an offering is 6 month from the date of the relevant transaction. 12 Number February 2013

13 No. Rule Old Version New Version 7. New remedies for persons Only claim for damages (for Persons whose pre-emptive rights were violated can opt to: exercising pre-emptive rights shareholders of open joint stock companies). i. claim damages; or ii. require the issuer to sell the respective amount of securities at the offering price. 8. Conditions for submitting an offering notification (a) An offering notification could be filed with the FSFM subject to the following conditions: i. offering was made by open subscription using broker services; and ii. securities were admitted to listing. (b) Russian credit organizations had to submit an offering report in all cases, save for offering of bonds that are not convertible into shares. b. Certain New Rules for DR Programs 9. Removal of requirement to prepare quarterly UBO list Issuers were obliged to prepare lists of UBOs of foreign securities representing such issuers shares on a quarterly basis. c. New Rules on Prospectus 10. General approach registration of prospectus is required only in the following cases: 11. Pre-review of prospectus by the FSFM i. open subscription; ii. closed subscription, provided that the total number of subscribers exceeds 500, including subscribers with preemptive rights. Not available. (a) An offering notification can be filed with the FSFM subject to the following conditions: i. the issuer disclosed its intention to file notification until the moment of commencement of the offering of securities; ii. the offering was made through an open subscription; iii. securities were paid with cash or with other publicly traded securities; and iv. securities were admitted to the organized market. (b) Conditions for filing an offering notification will be the same for all Russian issuers, including Russian credit organizations. This requirement has been removed. General approach registration of prospectus is required in all cases save for: i. an offering is made solely to QIs provided that the total number of persons who have pre-emptive rights in such offering does not exceed 500 (excluding QIs); ii. an offering of shares or securities convertible into shares solely to existing shareholders, provided that the total number of shareholders does not exceed 500 (excluding QIs); iii. an offering is made to any subscribers, provided that the total number of subscribers does not exceed 150 (excluding QIs and existing shareholders, provided that the total number of existing shareholders does not exceed 500 (excluding QIs)); iv. an offering pursuant to closed subscription, provided that the total number of subscribers does not exceed 500 (excluding QIs); v. proceeds from the offering (obtained either in one or several tranches) do not exceed 200 million rubles per year (4 billion rubles for credit organizations); or vi. the offering price to be paid by each of the potential subscribers (other than those exercising pre-emptive rights) is 4 million rubles or more, provided that the total number of persons exercising pre-emptive rights does not exceed 500 (excluding QIs). In case the securities offering requires registration of a prospectus, the issuer can submit documents required for registration of securities to the FSFM for pre-review. The FSFM exercises pre-review within 30 calendar days and issues a decision on the compliance (a positive decision) or non-compliance (a negative decision) of submitted documents with Russian law. 13 Number February 2013

14 No. Rule Old Version New Version 12. Main and ancillary parts of the prospectus Not available. (a) The main part of prospectus includes: i. a brief overview of the issuer and the securities and, optionally, the information on the terms of the offering; 13. Other requirements to contents of the prospectus There was no such provision. d. Certain New Rules Concerning Russian Bonds 14. Amendments to the bonds offering decision There was no such provision. 15. Replacement of reorganized bonds issuer 16. Requirements for offering of bonds This provision did not exist and bonds issued until reorganization had to be re-issued by the entity surviving reorganization. Requirements for offering of bonds were as follows: i. the issuer s charter capital shall be fully paid; and ii. aggregate value of issued bonds shall not exceed the amount of the issuer s charter capital. e. Certain New Rules for Foreign Issuers 17. Signatories of a foreign securities prospectus a. Pre-emptive Rights Exercise Rules 18. Pre-emptive rights exercise period b. New Dividend Payment Rules 19. Record date for compiling a list of owners of shares who are entitled to receive dividends The prospectus must have been signed by the issuer of foreign securities and by the broker. II. Joint Stock Companies Law The minimum pre-emptive rights exercise period was 20 calendar days and could be applied in cases where the offering decision provided for determination of the offering price after expiration of the pre-emptive rights period. Record date is the same as record date that is used for the shareholders meeting considering dividend payment question. ii. information on the issuer and its financial and business activity; and iii. financial statements of the issuer, including, as applicable, audited annual financial statements of the issuer and audited annual consolidated financial statements of the issuer s group for the past three financial years (or for a shorter period if the issuer has been existing for such shorter period), interim financial statements of the issuer and consolidated interim financial statements of the issuer s group for the most recent three, six or nine months and an audit opinion in relation to it, if any. (b) The ancillary part of prospectus includes information on the particular securities offering and other relevant information. Ancillary part could be registered simultaneously with the main part or at any time within a year thereafter. (a) The prospectus must describe all circumstances that may have a material impact on the decision to invest in securities. (b) It is possible to include by reference previous disclosure for issuers that are subject to mandatory disclosure obligations under Russian law instead of disclosing the relevant information in the prospectus. Law 282-FZ introduces a specific rule for amending the bonds offering decision, according to which amendments could be made with the consent of bondholders obtained pursuant to the procedure set out in the federal law. Law 282-FZ provides that the issuer will be replaced with the successor entity, provided that all obligations under the bonds are assumed by a single successor entity and such entity has a legal form that allows it to issue bonds. The only requirement for offering of bonds is full payment of the issuer s charter capital. The prospectus shall be signed by the issuer of foreign securities or by the broker i. If the offering decision relating to shares or securities convertible into shares to be offered through an open subscription does not specify the offering price or the procedure for its determination, the minimum pre-emptive rights exercise period shall be 20 calendar days from the date of notification of the pre-emptive rights holders. ii. If information included in such notification must be disclosed in connection with the offering under the law, the pre-emptive rights period could be reduced to 8 business days from the moment of such disclosure. Record date can be established by the decision on payment of dividends, provided that such record date should be not later than 20 calendar days from the date of the shareholders meeting (and additionally, not earlier than 10 calendar days in case the shares are publicly traded). 14 Number February 2013

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