A bond issue is useful when a company can turn the future cash flow of a project into obligations that investors can understand. The amount raised, work schedule, yield, security and redemption must form a single financial model rather than a set of unrelated documents.
A project structure may involve a developer or operating company, the asset owner, investors, a bank, the depositary, an administrator, an auditor, a designer and legal advisers. Before the issue, rights to land, the facility, cash flows, project documents and responsibility for key decisions are allocated among the participants.
For construction and infrastructure projects it is particularly important to define what the investor receives: interest income, cash redemption, a right to a property or another permitted mechanism. The wording must correspond to the contractual, construction and financial model of the project.
For the owner, it is important to link the structuring of bond finance to the financial model, contractual system and launch timetable. A formal action should deliver a clear commercial result: the right to operate, raise finance, enter into contracts, pass bank checks or start a project without a gap between documents and actual activity.
The work starts by defining the scope of the task. UBC analyses the source information, separates mandatory actions, internal decisions and counterparties' documents, and then sets out a process appropriate to the scale of the project and the model for financing it through bonds.
For a long time, target bonds were used as one method of financing residential construction, while individual rules described the property, stages and transfer of premises in detail. Practice demonstrated the value of accurately linking investors' rights to the asset being created and to the project timetable.
Modern regulation of corporate bonds preserves this link and provides more developed mechanisms for target, green, infrastructure and convertible instruments. Investors receive disclosure of the terms, risks, use of funds and methods for managing the issue.
Digitalisation has reduced some technical operations but increased the importance of source-data quality. Registers and electronic systems compare information more quickly, so names, authority, addresses, activity codes, financial figures and document versions must be consistent.
Comparing the previous and current procedure helps preserve terminology familiar to the market while also showing which document, registration number, decision, notice or register entry confirms lawful conduct at each stage.
The work should be organised in stages. This makes it possible to agree the commercial objective, document package and responsibilities of participants in advance, and then control the result at each stage.
Each stage ends with a result that can be verified: an agreed decision, a filed package, a registration number, an extract, a permit, a registered issue or other confirmation appropriate to the service. This control allows the next stage of structuring bond finance to begin without losing the commercial logic of the project.
It is not necessary to collect every possible document for the initial assessment. It is enough to provide information that makes it possible to identify the applicable procedure and prepare an accurate list of subsequent actions:
If some documents are held by a bank, depositary, premises owner, designer, auditor, foreign participant or public authority, this is recorded separately in the working list. Requests can be sent in parallel so that the project does not stop while one certificate is awaited.
Even where filing is online, the main work remains managerial. The company must appoint responsible persons, agree the source data and ensure consistency among documents submitted to registers, the bank, the depositary and counterparties.
Structuring bond finance usually involves management, accounting, legal, technical or finance teams. Their decisions should be based on one set of source data and an agreed version of the documents.
A risk arises when promises to the investor exceed the issuer's legal capacity or the redemption date comes before project revenue is received. The financial instrument must be based on realistic deadlines and contingency scenarios.
It is useful to maintain a register of control points: what has been approved, who signed it, when it was filed, what number was assigned, where the electronic original is stored and who is responsible for the next deadline. For long processes, a calendar of recurring actions is established.
For the owner, a proper result is not a separate certificate or system entry, but the ability to conduct the chosen activity lawfully and predictably, enter into contracts, receive payments and confirm status to partners.
The working result is bond finance in which investors' rights, the project asset, cash flows and the issuer's obligations are aligned with each other.
Once the formalities are completed, the company has a working foundation for financing investment and construction projects: staff understand the sequence of actions, documents are available for review, and the owner can see how the legal and administrative arrangements support finance, construction, settlements and project development.
Material and terms published previously
Until 1 November 2024, the issue and circulation of corporate bonds were governed by the Regulation approved by NSSMC Decision No. 425 dated 21 June 2018. Since 1 November 2024, the Regulation on the procedure for carrying out the issue of corporate bonds and their circulation, approved by NSSMC Decision No. 751 dated 19 June 2024, has applied.
The text of the previous regulation below has been preserved for substantive comparison of procedures, deadlines, documents and participant roles. The current working process is based on the regulation now in force, current NSSMC decisions and the documents of the specific issue.
Regulation previously applied: content for comparison
This Regulation establishes the procedure for the issue and circulation of registered corporate bonds, registration of bond issues, registration of bond issues and approval of bond prospectuses, approval of amendments and/or supplements to bond prospectuses, approval of amendments to decisions on bond issues, registration of reports on the results of bond issues with the National Securities and Stock Market Commission (hereinafter — the registration authority), submission to the registration authority of reports on redemption results, and cancellation of registration of such bond issues.
This Regulation does not apply to securities issued by foreign issuers. 2. In this Regulation, the terms are used in the following meanings: default — one or more circumstances defined by the bond prospectus or the decision on the issue of corporate bonds which constitute a breach of obligations by the issuer or by a person providing security for the bonds, indicate the possibility of such a breach in the future, or prejudice the rights and/or interests of bondholders, and upon occurrence of which bondholders acquire the rights defined by the bond prospectus or the decision on the issue of such bonds.
If the bond prospectus or the decision on the bond issue does not specify such circumstances, they are understood as circumstances relating to the issuer's inability to pay bondholders, within the term established by the bond prospectus or the decision on the bond issue, interest income on the bonds and/or to redeem part or all of the value of the bonds; early redemption of bonds — a set of actions by the issuer and securities holders carried out in accordance with the procedure established by this Regulation on the basis of a decision adopted by the issuer on early redemption and connected with performance by the issuer of its obligations under the bonds by payment to holders of such securities of the nominal value and income on such bonds (unless otherwise provided by the bond prospectus and/or decision on the bond issue), or by supply (provision) of goods (services), or by conversion of such bonds into the corresponding number of shares / payment of the nominal value of such bond (for convertible bonds) before
the maturity dates of the bonds provided for by the bond prospectus and/or decision on the bond issue, and cancellation of registration of the bond issue; bond issuer (hereinafter — the issuer) — a resident legal entity which places bonds in its own name and assumes obligations arising from the terms of issue of those bonds to their holders; qualified investors in financial instruments (hereinafter — qualified investors) — investors in financial instruments who possess skills, experience and knowledge in the field of capital markets sufficient to make investment decisions regarding transactions in financial instruments.
conversion ratio — an indicator characterising the ratio between the nominal value of bonds subject to conversion and the nominal value of the shares into which those bonds are converted; convertible corporate bonds — bonds issued by a joint-stock company that provide for the issuer's obligation to pay income and redeem the bonds by converting them into the corresponding number of shares of that issuer or by paying the nominal value of such bond, at the choice of the holder, in the manner provided by the prospectus and/or the decision on the bond issue; financial statements — reporting (for banks — in the relevant forms determined by regulations governing preparation of financial statements of Ukrainian banks approved by resolutions of the Board of the National Bank of Ukraine that were in force on the respective reporting dates; for other legal entities — financial statements in the relevant forms determined by regulations of the Ministry of Finance of Ukraine concerning preparation of financial statements
of legal entities (other than banks) that were in force on the respective reporting dates), consisting of: a statement of financial position at the end of the period; a statement of profit or loss and other comprehensive income for the period; a statement of changes in equity for the period; a statement of cash flows for the period; notes to the financial statements; The terms “underwriting”, “base prospectus”, “interest-bearing bonds”, “repurchase of securities”, “issue of securities”, “discount bonds”, “issue”, “conversion of securities”, “international securities identification number”, “circulation of securities”, “bond”, “corporate bonds”, “convertible corporate bonds, first holder”, “issue of securities”, “placement of securities”, “securities prospectus”, “redemption of issue-grade securities”, “public offer”, “bond circulation period”, “target bonds”, “interest-bearing bonds”, “material changes”, “tacit consent principle”, “person performing management functions” are used in accordance with the Law of Ukraine “On Securities
and the Stock Market”.
3. Bonds may exist exclusively in book-entry form. 4. An issuer may issue ordinary (unsecured) and secured bonds. Bonds may be regarded as secured if: the issuer enters into appropriate surety agreements securing performance of the obligation to repay the principal amount / repay the principal amount and pay income on the bonds; a guarantee is issued to the issuer for repayment of the principal amount / repayment of the principal amount and payment of income on the bonds; the issuer enters into appropriate pledge agreements securing performance of the obligation to repay the principal amount / repay the principal amount and pay income on the bonds.
Bonds are considered secured by surety if the issuer has designated them as such in the bond prospectus and/or decision on the bond issue and has entered into an appropriate surety agreement with a surety securing performance of the obligation to repay the principal amount / repay the principal amount and pay income on the bonds. Bonds are considered secured by a guarantee if the issuer has designated them as such in the bond prospectus and/or decision on the bond issue and the guarantor (a bank or other financial institution) guarantees to bondholders performance by the issuer of the obligation to repay the principal amount / repay the principal amount and pay income on the bonds.
Bonds are considered secured by pledge if the issuer has designated them as such in the bond prospectus and/or decision on the bond issue and the issuer enters into pledge agreements with the first bondholders during the placement period securing performance of the obligation to repay the principal amount / repay the principal amount and pay income on the bonds. The issuer must take into account that the amount of security received from the surety(ies) or guarantor(s), including sureties and/or guarantees previously provided by them, must not exceed the amount of the equity of such surety(ies) or guarantor(s). The issuer must take measures to ensure continuity of bond security in accordance with the terms of the bond prospectus and/or decision on the bond issue until the date on which obligations to holders are performed in full, by entering into/re-entering into the relevant agreements (obtaining a guarantee).
A person providing security for the relevant securities issue is responsible for inclusion in the bond prospectus and/or decision on the bond issue of inaccurate information relating to the security provided. 5. An issuer may issue interest-bearing, target and discount bonds: 1) an issuer of corporate bonds may place interest-bearing and/or discount bonds in an amount which, taking into account the amount of issues of unsecured bonds of the same issuer whose registration has not been cancelled as at the date of the decision to place the bonds, does not exceed three times the amount of equity or the amount of security provided to it for this purpose by third parties in the case of placement of secured interest-bearing and/or discount bonds; 2) an issuer of interest-bearing bonds must pay interest income on the bonds in the amount and within the period established by the prospectus and/or decision on the issue of such bonds.
Interest income on bonds whose nominal value is denominated in a foreign currency is paid in the foreign currency in which the nominal value of those bonds is expressed, subject to currency-regulation legislation, or in the national currency in the manner established by the decision on the bond issue and/or bond prospectus; 3) the total nominal amount of an issue of target bonds under which obligations are to be performed by residential construction properties, for financing the construction of which funds are raised from individuals and legal entities through placement of bonds, may not exceed the construction cost of the property by which obligations under the target bonds are to be performed, according to the approved design documentation.
An issue of target corporate bonds under which obligations are performed by transfer of a residential construction property (part of a property) may be carried out by a legal entity which, under the law, has the right to perform the functions of the construction customer for such property, or by a legal entity that has entered into an agreement for participation in housing construction with executive authorities or local self-government bodies having ownership, lease or permanent-use rights to the land plot on which the residential construction property securing performance of obligations under the target bonds will be located. The term of the land lease agreement must be no shorter than the period for performing construction works according to
Investment and financing of construction of residential properties using non-state funds raised from individuals and legal entities, except in cases provided by law, through the issue of bonds is permitted only where target corporate bonds are issued and the obligations under them are performed by transferring a residential construction property (part of a property). 6. Only a joint-stock company may be an issuer of convertible bonds. An issuer of convertible corporate bonds may issue exclusively registered bonds. A mandatory condition of conversion is the exchange, for each investor, of bonds subject to conversion for a whole number of shares into which those bonds are converted. 7. The interest rate on interest-bearing bonds may be fixed or floating. If the interest rate is fixed, the specific amount of that rate is determined in the decision on the bond issue and/or in the bond prospectus.
If the interest rate is floating, the decision on the bond issue and/or the bond prospectus specifies the procedure for calculating it under the relevant formula or identifies an authorised body of the issuer and the minimum and maximum interest rate that such authorised body may determine. 8. For each bond issue, the issuer adopts a separate decision on the bond issue. 9. A decision on the issue of corporate bonds, other than convertible bonds, is adopted by the issuer's governing body whose authority is confirmed by the issuer's constituent documents. A decision on the issue of convertible bonds is adopted only by the general meeting of shareholders. At an investor's request, the issuer must provide the investor with a certified copy of the issue decision and the latest financial statements prepared for the reporting period preceding the quarter in which the investor contacted the issuer. 10.
The sequence of actions by the issuer aimed at registration of the bond issue with the registration authority and placement of the bonds among securities investors is carried out in accordance with the procedure established by this Regulation. The issuer carries out the bond issue independently or through an underwriter that has entered into an underwriting agreement with the issuer. During the bond issue, agreements with first holders for disposal of the bonds are entered into by the date specified in the decision on the issue of securities, but no later than two months from the placement commencement date specified in the decision on the issue of such bonds, except where a public offer is made. In that case, agreements with first holders are entered into no later than the date on which the bond prospectus ceases to be valid, and where a public offer is made without preparing a prospectus — no later than twelve months from the date on which the public offer is included in the list of public offers. 11.
Where bonds are issued, their placement is carried out among a pre-determined group of persons in which the number of non-qualified investors may not equal or exceed 150 persons, except where the issuer makes a public offer during the issue. 12. A public offer may be made during a bond issue. A public offer of bonds during their issue is made exclusively subject to: 1) publication of a prospectus approved by the registration authority, unless otherwise established by law; 2) compliance with the requirements of Article 29 of the Law of Ukraine “On Securities and the Stock Market”; 3) registration of the bond issue in accordance with the requirements of this Regulation. A public offer of bonds by the issuer during their issue is possible only while the prospectus is valid in accordance with the requirements of the regulatory act of the registration authority concerning public offers. 13.
Each bond investor must pay the value of the bonds in full before the date on which the results of the corresponding bond issue are approved. 14. Circulation of bonds is permitted after the registration authority registers the report on the results of the bond issue and issues a certificate of registration of the bond issue. 15. Transfer of ownership of the issuer's bonds to another person does not release the issuer from performance of the obligations evidenced by the bond. 16. During circulation of the bonds, a bondholder has the right to apply to the issuer with an offer/request to repurchase the bonds paid for by the holder. The issuer is obliged to repurchase bonds from their holders in cases defined in the bond prospectus and/or decision on the bond issue as cases of mandatory repurchase.
The bond prospectus and/or decision on the bond issue must contain the repurchase procedure, including the procedure for adopting a decision to repurchase bonds from their holders, the procedure for notifying bondholders of the repurchase, the procedure for determining the repurchase price and the period during which holders may present bonds for repurchase. 17. If the decision on the bond issue (bond prospectus) provides for a general meeting of bondholders, it specifies: the procedure for convening and holding the general meeting of bondholders; the competence of the general meeting of bondholders; cases in which meetings of bondholders are held; the rights of bondholders. 18.
Recognition by the registration authority of a bond issue as unfair, temporary suspension and resumption of bond placement, and recognition of a bond issue as invalid are carried out in accordance with the regulatory act of the registration authority establishing the procedure for recognising securities issues as unfair and invalid. 19.
Qualified investors are: 1) international financial organisations; 2) foreign states and their central banks; 3) the State of Ukraine represented by its authorised state authorities, and the National Bank of Ukraine; 4) professional securities-market participants, banks and insurance companies; 5) legal entities, including those incorporated under the law of another state, if they meet at least two of the following criteria: total assets are at least EUR 20 million at the National Bank of Ukraine exchange rate as at the date of the latest annual reporting; annual net revenue from the sale of goods, works and services for the latest financial year is at least EUR 40 million at the National Bank of Ukraine exchange rate as at the date of the latest annual reporting; own funds are at least EUR 2 million at the National Bank of Ukraine exchange rate as at the date of the latest annual reporting. II.
Procedure for carrying out a bond issue 1. Corporate bonds are placed by legal entities only after their charter capital has been paid in full. The maximum amount for which a bond issuer may place bonds is established by Ukrainian legislation. Bonds may not be placed for the purpose of forming or replenishing the issuer's charter capital, or for covering losses from business activities by treating proceeds from sale of bonds as the result of current business activity. 2. A bond has a nominal value denominated in the national currency and divisible by 1 hryvnia, or, if provided by the bond prospectus (decision on the bond issue), in a foreign currency and divisible by one unit of that foreign currency. 3. Bonds are sold in the national currency or, if permitted by law and by the prospectus or decision on the relevant bond issue, in a foreign currency.
During the placement period established in the decision on the bond issue, the bond prospectus and amendments to the bond prospectus (where a prospectus is prepared for a public offer during the issue and such amendments are made), participants in the placement submit an application and enter into a bond purchase agreement. Each securities investor must pay the value of the bonds in full before the date on which the results of the bond issue are approved. 4.
A bond issue among a pre-determined group of persons without a public offer is carried out through the following stages: 1) adoption by the issuer's body (person) authorised to adopt such decisions of decisions on: the bond issue; determination, where necessary, of the issuer's body (executive body, supervisory board), if this is not defined by the charter, which is granted powers concerning: engagement of an underwriter for placement; changing the start and end dates of bond placement; amending the decision on the bond issue; determining the amount of interest income on interest-bearing bonds within the limits defined by the decision on the bond issue; adopting a decision on early completion of bond placement (provided that agreements have been entered into with first holders for the planned amount of bonds and the bonds have been paid in full); approving the results of the bond issue; approving the report on the results of the bond issue; adopting a decision to abandon the bond issue; adopting a decision to convert bonds; adopting
a decision on a bond issue for the purpose of converting bonds of an existing issue; approving the results of bond conversion; adopting a decision to abandon bond conversion; adopting a decision to cancel repurchased bonds; adopting a decision on early redemption of bonds; adopting a decision to extend the circulation and redemption periods of bonds; returning contributions made as payment for bonds if the issue is recognised as invalid or the results of the bond issue are not approved within the periods established by law by the issuer's body authorised to adopt such a decision, or if a decision is adopted to abandon the bond issue; identifying authorised persons of the issuer who are empowered to take actions to ensure placement of bonds during their issue; 2) adoption, where necessary, by the issuer's authorised body of a decision to engage an underwriter(s) for bond placement; 3) entering into an agreement with the underwriter where necessary; 4) submission to
the registration authority of an application, the decision on the bond issue and all documents required for registration of the bond issue; 5) registration of the bond issue by the registration authority and issuance of a temporary certificate of registration of the bond issue; 6) entering into an agreement with the Central Securities Depository for servicing bond issues (if no such agreement exists); 7) assignment of an international securities identification number to the bonds; 8) provision to the Central Securities Depository of a copy of the decision on the bond issue and preparation and deposit of a temporary global certificate with the Central Securities Depository; 9) disclosure by a public joint-stock company of information contained in the issue decision by publication in the manner established by law no later than 3 working days after registration of the bond issue by the registration authority.
10) placement of the bonds; 11) approval of the results of the bond issue by the issuer's body authorised to adopt such a decision; 12) approval of the report on the results of the bond issue by the issuer's authorised body; 13) submission to the registration authority of an application and all documents required for registration of the report on the results of the bond issue; 14) registration by the registration authority of the report on the results of the bond issue and issuance of a certificate of registration of the bond issue, with cancellation of the temporary certificate of registration of the bond issue; 15) preparation and deposit of a global certificate with the Central Securities Depository; 16) publication by a public joint-stock company of the report on the results of the bond issue in the manner determined by the Law of Ukraine “On Securities and the Stock Market” no later than 3 working days after registration of that report by the registration authority. 5.
A bond issue with a public offer is carried out through the following stages: 1) adoption by the issuer's body (person) authorised to adopt such decisions of decisions on: the bond issue with a public offer of bonds; determination, where necessary, of the issuer's body (executive body, supervisory board), if this is not defined by the charter, which is granted powers concerning: engagement of an underwriter for placement; preparation of the bond prospectus and appendices to the bond prospectus; preparation of the public offer of bonds; changing the start and end dates of the public offer; making amendments and/or supplements to the bond prospectus and appendices to the bond prospectus; amending the decision on the bond issue; determining the amount of interest income on interest-bearing bonds within the limits defined by the decision on the bond issue and/or the bond prospectus (where a prospectus is prepared); determining the bond placement price in accordance with the criteria and/or conditions by which the final placement price is determined (where
the placement price is absent from the bond prospectus, where one is prepared); adopting a decision on early completion of bond placement (provided that agreements have been entered into with first holders for the planned amount of bonds and the bonds have been paid in full); approving the results of the bond issue; approving the report on the results of the bond issue; adopting a decision to abandon the bond issue; adopting a decision to convert bonds; adopting a decision on a bond issue for the purpose of converting bonds of an existing issue; approving the results of bond conversion; adopting a decision to abandon bond conversion; adopting a decision to cancel repurchased bonds; adopting a decision on early redemption of bonds; adopting a decision to extend the circulation and redemption periods of bonds; returning contributions made as payment for bonds if the issue is recognised as invalid or the results of the bond issue are not approved within the periods established by law by the issuer's body authorised
to adopt such a decision, or if a decision is adopted to abandon the bond issue; identifying authorised persons of the issuer who are empowered to take actions to ensure placement of bonds during their issue; 2) adoption, where necessary, by the issuer's authorised body of a decision to engage an underwriter(s) for bond placement; 3) entering into an agreement with the underwriter where necessary; 4) submission to the registration authority of an application, the decision on the bond issue and all documents required for registration of the bond issue and approval of the bond prospectus (where a bond prospectus is prepared); 5) registration by the registration authority of the bond issue, registration of the bond issue and approval of the bond prospectus (where such prospectus is prepared), and issuance of a temporary certificate of registration of the bond issue; 6) publication by the issuer of the approved bond prospectus in the manner and within the periods defined by Article 38-1 of the Law of Ukraine “On Securities and
the Stock Market” (where a prospectus is prepared); 7) publication by the issuer, no later than the next working day and in the manner specified for publication of the prospectus, of a notice stating how the prospectus has been published and where potential investors may review it (where a prospectus is prepared); 8) entering into an agreement with the Central Securities Depository for servicing securities issues; 9) assignment of an international securities identification number to the bonds; 10) preparation and deposit of a temporary global certificate with the Central Securities Depository; 11) submission to the registration authority of documents concerning the public offer; 12) publication by the issuer of the public offer in the manner provided by Article 38-1 of the Law of Ukraine “On Securities and the Stock Market”; 13) placement of bonds by means of a public offer; 14) approval of the results of the bond issue by the issuer's body authorised to adopt such a decision; 15) approval of the report on the results of the bond issue by the authorised
body of the issuer; 16) submission to the registration authority of an application and all documents required for registration of the report on the results of the bond issue; 17) registration by the registration authority of the report on the results of the bond issue and issuance of a certificate of registration of the bond issue, with cancellation of the temporary certificate of registration of the bond issue; 18) preparation and deposit of a global certificate with the Central Securities Depository; 19) publication of the report on the results of the bond issue in the manner determined by the Law of Ukraine “On Securities and the Stock Market” no later than 3 working days after registration of that report by the registration authority.
6. A legal entity may issue bonds to convert its obligations into bonds, provided that: 1) issue 2) bonds may be issued to convert obligations of a legal entity exclusively in respect of monetary obligations of that legal entity, except obligations to pay wages and obligations to pay the unified contribution for mandatory state social insurance, taxes and duties (mandatory payments); 3) bonds may be issued to convert obligations of a legal entity subject to obtaining the written consent of creditors whose claims against the legal entity will be converted into bonds. A decision to give consent is adopted separately by each creditor (by the creditor's authorised body if the creditor is a legal entity), unless otherwise provided by law; 4) to convert obligations into bonds, the authorised body of the legal entity adopts a decision on the bond issue.
A decision on a bond issue for the purpose of converting a legal entity's obligations into bonds may be adopted provided there is no moratorium on satisfaction of creditors' claims, or where such conversion of obligations is provided by a rehabilitation plan. The total nominal value of the bond issue may not exceed the amount of the legal entity's obligations to whose conversion into bonds its creditors have consented. The composition and amount of the legal entity's obligations are determined as at the date of adoption of the decision on the bond issue. Only creditors of the legal entity who have given written consent to conversion of that legal entity's obligations into bonds may be included in the list of persons among whom the issuer intends to place the bonds.
No more than 149 creditors may be included in such list; 5) placement and payment for bonds are carried out at nominal value by entering into agreements between the legal entity (issuer) and its creditors (placement participants) to replace the original obligation with an obligation under the bonds (novation); 6) obligations of the legal entity to a creditor, for conversion of which a decision on bond placement has been adopted, are regarded as terminated, provided that the creditor acquires ownership of the bonds, from the date of registration of the report on the results of the bond issue; 7) registration of the report on the results of the bond issue is carried out taking account of the requirements of Chapters 1 and 6 of Section III of this Regulation. In this case, the document confirming payment by the first holders of 100 per cent of the value of the placed bonds is the agreement replacing the original obligation with an obligation under the bonds (novation), together with the relevant reconciliation statements. 7.
Transfer of ownership of bonds from the first holder to the issuer during the period after expiry of the bond placement period and before the date on which the registration authority registers the report on the results of the bond issue and issues the certificate of registration of the bond issue is permitted where: the issuer's authorised body fails to approve the results of the bond issue within the periods established by law; the issue is recognised as invalid; the registration authority refuses to register the report on the results of the bond issue. 8.
If the registration authority adopts a decision recognising a bond issue as invalid during the stages provided by subparagraphs 10–12 of paragraph 4 and subparagraphs 13–15 of paragraph 5 of this Section, the issuer (the issuer's authorised body): personally notifies the first bondholders that the bond issue has been recognised as invalid; returns to the first holders the contributions made by them as payment for bonds whose issue has been recognised as invalid, in the manner and within the period defined by the decision on the bond issue and the bond prospectus (where prepared), but no later than six months from the date of adoption of the decision recognising the bond issue as invalid. 9.
If a decision to abandon the bond issue is adopted after commencement of bond placement, the issuer (the issuer's authorised body): within 5 working days after adoption of the decision to abandon the issue, publishes information on abandonment of the bond issue in the publicly accessible information database of the registration authority on the securities market and on its own website, or personally notifies the persons who, according to the decision on the bond issue, are participants in such placement, of the abandonment of the bond issue; stops placement of the bonds (if the relevant decision is adopted before the bond placement end date specified in the decision on the bond issue and the bond prospectus, where prepared); returns to the first holders the contributions made by them as payment for the bonds in the manner and within the period defined by the decision on the bond issue and the bond prospectus (where prepared), but no later than 30 calendar days from
the date of adoption of the decision to abandon the issue; submits to the registration authority an application and all documents required for registration of the report on the results of the bond issue and cancellation of registration of the bond issue.
10. If the results of the bond issue are not approved within the periods established by the Law of Ukraine “On Securities and the Stock Market” by the issuer's body authorised to adopt a decision approving the results of the bond issue, the issuer: personally notifies the first bondholders within 5 working days; returns to the first holders the contributions made by them as payment for the bonds in the manner and within the period defined by the decision on the bond issue and the bond prospectus (where prepared), but no later than six months from the bond placement end date specified in the decision on the bond issue and the bond prospectus (where prepared); submits to the registration authority an application and all documents required for cancellation of registration of the bond issue and annulment of the temporary certificate of registration of the bond issue. III. Registration of a bond issue, registration of the issue and approval of a corporate bond prospectus, registration of the report on the results of the bond issue 1.
Procedure for registration of a bond issue, registration of the issue and approval of the prospectus, approval of amendments and/or supplements to the bond issue prospectus, approval of amendments to the decision on the bond issue and registration of the report on the results of the bond issue 1. Registration of a bond issue, registration of the issue and approval of the bond prospectus, approval of amendments and/or supplements to the bond prospectus, approval of amendments to the decision on the bond issue and registration of the report on the results of the bond issue are carried out by the registration authority. 2. Registration of a bond issue, registration of a bond issue and approval of the bond prospectus, approval of amendments and/or supplements to the bond prospectus, approval of amendments to the decision on the bond issue and registration of the report on the results of the bond issue constitute grounds for entering the relevant information in the State Register of Securities Issues. 3.
Registration of a bond issue by the registration authority and approval of the bond prospectus may not be regarded as a guarantee of their value. The registration authority is responsible only for the completeness of information contained in the decision on the issue of securities and in the documents submitted for approval of the prospectus, and for its compliance with legal requirements. The issuer is responsible for the accuracy of information contained in documents submitted to the registration authority for registration of the securities issue. The issuer is responsible for the accuracy of information contained in documents submitted for approval of the prospectus. 4. Where the issuer prepares a bond prospectus, registration of the bond issue and approval of the bond prospectus are carried out by the registration authority simultaneously. 5.
The registration authority: 1) registers a bond issue (without a public offer) or refuses such registration within 25 working days after receipt of the application, the decision on the bond issue and all documents required for registration of the bond issue; 2) registers the bond issue, registers the bond issue and approves the bond prospectus (where a public offer of bonds is made) or refuses the relevant registration (approval) after all required documents have been submitted within: 20 working days; 10 working days — where the issuer has securities admitted to trading on a stock exchange and/or a public offer of such securities has been made.
3) registers the report on the results of the bond issue or refuses registration within 25 working days from the date of receipt of the application and all documents required for registration of the report on the results of the bond issue; 4) within the period provided by subparagraphs 1–3 of this paragraph, returns documents to the issuer without consideration if they are submitted incompletely or in breach of the registration authority's established requirements for their preparation. 6. The tacit-consent principle does not apply to the process of registering a bond issue, registering the issue and approving the bond prospectus. 7.
After registration of the bond issue, approval of the bond prospectus and registration of the bond issue, the issuer is issued a temporary certificate of registration of the bond issue (Appendix 1), which serves as the basis for assigning an international securities identification number to the bonds, entering into an agreement with the Central Securities Depository for servicing securities issues, and preparing and depositing a temporary global certificate. 8.
After registration of a bond issue in respect of which the issuer has adopted a decision on the bond issue without a public offer, an authorised person of the registration authority, within 3 working days, provides the Central Securities Depository with the list of persons who, according to the decision on the bond issue, are participants in the placement, and an instruction prohibiting transfer of the bonds from the issuer's securities account to the securities accounts of depositary institutions for subsequent crediting by those depositary institutions of rights to those bonds to the securities accounts of depositors who are not identified in the decision on the bond issue as participants in such placement (Appendix 2). 9. Approval of amendments and/or supplements to the bond prospectus, executed as appendices, is carried out in accordance with the procedure established by the regulatory act of the registration authority concerning public offers of securities. 10.
The registration authority, within 7 working days from the date of receipt of the application and all documents required for approval of amendments to the decision on the bond issue: 1) approves the amendment to the decision on the bond issue or refuses approval; 2) returns the documents without consideration. 11. Simultaneously with registration of the report on the bond issue, the registration authority issues to the issuer a certificate of registration of the bond issue (Appendix 3) for an amount corresponding to the total nominal value of the placed bonds and annuls the temporary certificate of registration of the bond issue. 12.
No later than the next working day after issuance of the temporary certificate / certificate of registration of the bond issue, the registration authority ensures that electronic copies of the temporary certificate / certificate of registration of the bond issue and other documents are sent to the Central Securities Depository in accordance with the regulatory act of the registration authority concerning the procedure for exchange of electronic documents between the registration authority and the Central Securities Depository. 13. The date of receipt of documents is the date on which documents submitted in paper form are registered by the relevant unit of the registration authority responsible for incoming correspondence. Documents in electronic form are attached to the documents submitted in paper form. The issuer is responsible for consistency between information contained in documents submitted electronically and information contained in documents submitted in paper form. 14.
If the decision on the bond issue, amendments to the decision on the bond issue, the report on the results of the bond issue and/or other submitted documents do not comply with legal requirements, and/or contain incomplete or inaccurate information, and/or contain inconsistencies between their provisions, the registration authority immediately, but no later than expiry of the document-review periods provided by paragraphs 5 and 10 of this Chapter, informs the applicant of the identified facts and clearly specifies the amendments, supplements and/or explanations that must be submitted in this connection. In such case, calculation of the periods provided by paragraphs 5 and 10 of this Chapter begins again from the date on which the registration authority receives the documents and/or explanations requested under this paragraph. The registration authority has the right to verify information contained in submitted documents.
Before expiry of the period established for registration/approval/agreement, the registration authority may request additional documents confirming data contained in the documents. 15. The approved bond prospectus, amendments and/or supplements to the bond prospectus executed as appendices to the prospectus are certified by the signature of an authorised person of the registration authority, the stamp “APPROVED” and the seal of the registration authority. A registered report on the results of the bond issue is certified by the signature of an authorised person of the registration authority, the stamp “REGISTERED” and the seal of the registration authority. Approved amendments to the decision on the bond issue are certified by the signature of an authorised person of the registration authority, the stamp “AGREED” and the seal of the registration authority. One copy of the approved bond prospectus, amendments and/or supplements to the prospectus executed as an appendix to the prospectus, approved amendments to the decision on the bond issue and the registered report on the results of the bond issue is returned to the issuer after approval/agreement/registration. 16.
The certificate of registration of the bond issue is issued to the issuer simultaneously with a copy of the registered report on the results of the bond issue. 17.
At the issuer's written request submitted to the registration authority before the registration authority adopts a decision on registration or refusal to register the bond issue, a decision on registration of the bond issue and approval of the bond prospectus or refusal to register the bond issue and approve the bond prospectus, a decision to approve or refuse to approve amendments and/or supplements to the bond prospectus, a decision to approve or refuse to approve amendments to the decision on the bond issue, or a decision to register or refuse to register the report on the results of the bond issue, the registration authority may return for revision all documents submitted for registration of the bond issue, registration of the bond issue and approval of the bond prospectus, approval of amendments and/or supplements to the bond prospectus, approval of amendments to the decision on the bond issue, or registration of the report on the results of the bond issue. 18.
Grounds for returning to the issuer without consideration documents submitted for registration of a bond issue are: submission of an incomplete set of documents; submission of documents prepared in breach of the requirements of this Regulation. 19. Grounds for refusal to register a bond issue are: non-compliance of submitted documents with legal requirements; inconsistencies between different provisions of submitted documents, inaccurate and/or incomplete information in submitted documents; breach of the procedure established by law for adoption of a decision on the issue of securities; recognition of the bond issue as unfair; where, according to the Unified State Register of Legal Entities, Individual Entrepreneurs and Public Organisations (hereinafter — the Unified State Register), the issuer's location is in temporarily occupied territory of Ukraine or in the territory of the anti-terrorist operation. Where a bond issue is made by public offer, approval of the bond prospectus is carried out simultaneously with and subject to registration of the bond issue. 20.
Grounds for refusal to approve amendments to a decision on a bond issue are: non-compliance of submitted documents with legal requirements; inconsistencies between different provisions of submitted documents, inaccurate and/or incomplete information in submitted documents. 21. Grounds for refusal to register a report on the results of a bond issue are: breach of legal requirements concerning the issue of securities, including breach of the established procedure for adoption of a decision approving the results of the issue; recognition of the bond issue as unfair; establishment of non-compliance of submitted documents with legal requirements. 22. Notification of the issuer of a decision adopted by the registration authority concerning registration of the bond issue, registration of the bond issue and approval of the bond prospectus, approval of amendments to the decision on the bond issue, or registration of the report on the results of the bond issue is carried out by means of telecommunications.
Notice of refusal to register a bond issue, register a bond issue and approve the bond prospectus, approve amendments to the decision on the bond issue, register the report on the results of the bond issue, cancel registration of the bond issue and annul the temporary certificate of registration of the bond issue is communicated to the issuer in writing by sending the issuer an order refusing registration of the bond issue, registration of the bond issue and approval of the bond prospectus, approval of amendments to the decision on the bond issue, registration of the report on the results of the bond issue, cancellation of registration of the bond issue and annulment of the temporary certificate of registration of the bond issue (Appendix 4), which must contain reasoned grounds for refusal.
Notice of return without consideration of documents submitted for registration of a bond issue, registration of a bond issue and approval of the bond prospectus, approval of amendments to the decision on the bond issue, or registration of the report on the results of the bond issue is communicated to the issuer in writing by sending the issuer an appropriate letter containing reasoned grounds for leaving the documents without consideration. 23. If registration of a bond issue, registration of a bond issue and approval of the bond prospectus, or approval of amendments to the decision on the bond issue is refused, all submitted documents remain with the registration authority. If registration of the report on the results of the bond issue, cancellation of registration of the bond issue and annulment of the temporary certificate of registration of the bond issue is refused, all submitted documents remain with the registration authority. The original temporary certificate of registration of the bond issue is returned to the applicant. 24.
Where registration of a bond issue, registration of a bond issue and approval of the bond prospectus, approval of amendments to the decision on the bond issue, registration of the report on the results of the bond issue, cancellation of registration of the bond issue and annulment of the temporary certificate of registration of the bond issue has been refused for reasons which the issuer considers unfounded, it may apply to a court. 2. Documents submitted for registration of a bond issue, registration of an issue and approval of a corporate bond prospectus 1.
For registration of a bond issue, registration of a bond issue and approval of the bond prospectus, within 60 days after adoption of the decision on the bond issue by the issuer's body (person) authorised to adopt such a decision, the issuer submits to the registration authority: 1) an application for registration of the issue / registration of the issue and approval of the bond prospectus (Appendix 5); 2) a decision of the issuer's general meeting or other authorised body on: the bond issue; determination, where necessary, of the issuer's body (executive body, supervisory board) authorised to: engage an underwriter for placement; change the start and end dates of bond placement; make amendments and/or supplements to the bond prospectus (where a prospectus is prepared); amend the decision on the bond issue; determine the amount of interest income on interest-bearing bonds within the limits defined by the decision on the bond issue and/or the bond prospectus (where a prospectus is prepared); determine the bond placement price
in accordance with the criteria and/or conditions by which the final placement price is determined (where the placement price is absent from the bond prospectus, if one is prepared); adopting a decision on early completion of bond placement (provided that agreements have been entered into with first holders for the planned amount of bonds and the bonds have been paid in full); approving the results of the bond issue; approving the report on the results of the bond issue; adopting a decision to abandon the bond issue; adopting a decision to convert bonds; adopting a decision on a bond issue for the purpose of converting bonds of an existing issue; approving the results of bond conversion; adopting a decision to abandon bond conversion; adopting a decision to cancel repurchased bonds; adopting a decision on early redemption of bonds; adopting a decision to extend the circulation and redemption periods of bonds; returning contributions made as payment for bonds if the issue is recognised as
invalid or the results of the bond issue are not approved within the periods established by law by the issuer's body authorised to adopt such a decision, or if a decision is adopted to abandon the bond issue; A decision identifying the issuer's body to which the relevant powers are granted is submitted where such decision(s) have been adopted.
The stated decision(s) must be recorded in minutes, numbered, bound and certified by the signature of the issuer's head. The decision on the bond issue must contain the information specified in Appendix 6 to this Regulation (where no bond prospectus is prepared) or in Appendix 7 to this Regulation (where a bond prospectus is prepared); 3) copies of the issuer's documents confirming the authority of the body that adopted the decision on the bond issue, certified by the signature of the issuer's head. If the document confirming the authority of the body that adopted the decision on the bond issue is the charter, a copy of the charter certified by the signature of the issuer's head is provided (where a scanned copy of the charter is not available on the official website of the Ministry of Justice of Ukraine).
4) the bond prospectus (where the bond issue is combined with a public offer requiring preparation of a bond prospectus), in two copies, which must be prepared in accordance with the regulatory act of the registration authority concerning public offers of securities. Where bonds are issued in cases established by law, the prospectus may, at the issuer's choice, consist of a base prospectus containing all material information about the issuer and a securities note relating to the securities offered publicly, together with a summary, prepared in accordance with the requirements established by the regulatory act of the registration authority concerning public offers of securities.
5) a copy of the preliminary underwriting agreement certified by the signature of the issuer's head (submitted where the issuer has decided to engage an underwriter(s) for bond placement); 6) interim financial statements in accordance with paragraph 2 of Section I of this Regulation, certified by the issuer's signatures, together with a review report on the interim financial statements for the reporting period preceding the quarter in which documents are submitted for registration of the issue, registration of the issue and approval of the bond prospectus, except where the previous reporting period is a year, prepared in accordance with International Standards on Auditing and taking account of the requirements of the regulatory act of the registration authority concerning requirements for the auditor's report.
If the issuer is required by law to prepare financial statements in accordance with International Financial Reporting Standards, it submits financial statements prepared in accordance with International Financial Reporting Standards; 7) annual financial statements in accordance with paragraph 2 of Section I of this Regulation, certified by the issuer's signatures, together with an auditor's report (independent auditor's report) on the annual financial statements in full for the reporting year preceding the year in which documents are submitted for registration of the bond issue (where no prospectus is prepared), or annual financial statements in accordance with paragraph 2 of Section I of this Regulation, certified by the issuer's signatures, together with an auditor's report (independent auditor's report) on the annual financial statements in full for the last two reporting years preceding the year in which documents are submitted for registration of the issue and approval of the bond prospectus, prepared in accordance with International
Standards on Auditing and taking account of the requirements of the regulatory act of the registration authority establishing requirements for the auditor's report (independent auditor's report).
If the issuer is required by law to prepare financial statements in accordance with International Financial Reporting Standards, it submits financial statements prepared in accordance with International Financial Reporting Standards; 8) notarised copies of surety/guarantee agreements confirming the relevant security, and: interim financial statements of the surety/guarantor in accordance with paragraph 2 of Section I of this Regulation, certified by the signatures of the surety/guarantor and auditor, for the reporting period preceding the quarter in which documents are submitted for registration of the issue, registration of the issue and approval of the bond prospectus, except where the previous reporting period is a year; annual financial statements of the surety/guarantor in accordance with paragraph 2 of Section I of this Regulation, certified by the signatures of the surety/guarantor and auditor, for the reporting year preceding the year in which documents are submitted for registration of the bond issue (where no prospectus is prepared), or annual financial statements of the surety/guarantor in accordance with paragraph
2 of Section I of this Regulation, certified by the signatures of the surety/guarantor and auditor, for the last two reporting years preceding the year in which documents are submitted for registration of the issue and approval of the bond prospectus.
the relevant auditor's reports (independent auditor's reports); a certificate listing sureties/guarantees previously provided, certified by the signature of the head of the surety/guarantor. These documents are submitted where a decision has been adopted to place bonds secured by surety/guarantee.
9) a copy of the payment document confirming payment of the state duty in accordance with Decree of the Cabinet of Ministers of Ukraine No. 7-93 dated 21 January 1993 “On State Duty”, certified by the signature of the issuer's head; 10) copies of title documents for the land plot on which the construction property securing performance of obligations under target bonds is located, namely: a copy of the state act on ownership or permanent-use rights to the land plot on which the construction property securing performance of obligations under target bonds is located; a copy of the lease agreement for the land on which the construction property securing performance of obligations under target bonds is located; 11) a copy of the construction permit (a copy of the decision of the executive body of the relevant council or local state administration granting permission for construction of the property); 12) a copy of the permit to perform construction works (declaration on commencement of construction
works — for construction properties belonging to categories I–III of complexity); 13) copies of the construction contract entered into between the customer and contractor and other documents (design, estimate and tender documentation, tender proposals, acceptance of the tender proposal, notices, requests, claims, etc.) which establish, specify, clarify or amend the terms of the construction contract (contract documentation) (provided where the issuer engages a contractor to construct the property); 14) a copy of the decision approving the design documentation; 15) information on the existence of a licence for construction of properties which, by consequence (liability) class, belong to properties with medium and significant consequences, taking account of the specific requirements established by the Law of Ukraine “On Architectural Activity”; 16) copies of an agreement on shared participation in design and construction of a residential construction property, an investment agreement, cooperation agreement, surety agreement, etc. (provided where such agreements have been entered into).
17) documents confirming the existence, composition and amount of obligations for the conversion of which into bonds a decision on the bond issue has been adopted; 18) a certificate confirming receipt of creditors' consent to conversion of the legal entity's obligations into bonds, certified by the signature of the issuer's head, and the relevant supporting documents: a decision of the authorised body of a creditor that is a legal entity giving consent to conversion of the obligations of the legal entity (issuer) into bonds, or a copy of such decision certified by the signature of the creditor's head; an application by a creditor who is an individual giving consent to conversion of the obligations of the legal entity (issuer) into bonds, whose signature is notarised, or a notarised copy of the application.
The certificate and supporting documents must specify the amount and grounds for the legal entity's (issuer's) obligations to each creditor whose consent has been given to convert those obligations into bonds; 19) a certificate confirming the absence of a moratorium on satisfaction of claims of creditors of the legal entity (issuer), certified by the signature of the issuer's head, or a copy of the rehabilitation plan and a copy of the commercial court ruling approving it, certified by the signature of the issuer's head. Copies of the documents specified in subparagraphs 10–16 of this paragraph are submitted where the issuer has adopted a decision to place target bonds under which obligations are to be performed by residential construction properties, for financing the construction of which funds are raised from individuals and legal entities through placement of bonds. Such copies must be notarised.
The documents specified in subparagraphs 17–19 of this paragraph are submitted where a legal entity (issuer) adopts a decision to issue bonds for the purpose of converting the enterprise's obligations into bonds. 2. If the financial statements together with the auditor's report (independent auditor's report) specified in subparagraphs 6–8 of paragraph 1 of this Chapter are publicly available as a result of publication on the website of the issuer/surety/guarantor and in the publicly accessible securities-market information database of the National Securities and Stock Market Commission, the issuer may omit paper copies of such documents. In that case, the issuer submits a certificate signed by an authorised person of the authorised body of the issuer/surety/guarantor containing a reference to the web page on which such documents are published, including the Uniform Resource Locator (URL), domain name, page location and file name.
3. Abandonment of a bond issue 1. Before the bond placement commencement date specified in the decision on the bond issue and bond prospectus (where prepared), the issuer may adopt a decision to abandon the bond issue. 2. If such a decision is adopted, on the next working day, but no later than 5 working days before the bond placement commencement date specified in the decision on the bond issue and bond prospectus (where prepared), the issuer must submit to the registration authority, for cancellation of registration of the bond issue and annulment of the temporary certificate of registration of the bond issue, the following documents: an application for cancellation of registration of the bond issue and annulment of the temporary certificate of registration of the bond issue (Appendix 8); the decision to abandon bond placement adopted by the issuer's authorised body; the original temporary certificate of registration of the bond issue. 4.
Amendments to the decision on the bond issue and amendments to the bond issue prospectus 1. The issuer has the right to amend the decision on the bond issue and make amendments and/or supplements to the bond prospectus, and where any material changes, significant errors or inaccuracies arise in relation to information contained in the bond prospectus that may affect assessment of the bonds, it is obliged to make the relevant amendments and/or supplements to that prospectus: 1) before expiry of the public offer period — if any material changes, significant errors or inaccuracies arise in relation to information contained in the bond prospectus that may affect assessment of the bonds.
Amendments to the prospectus are prepared in accordance with the procedure defined by the Regulation on Public Offers of Securities; 2) during the bond circulation period, but no later than 15 working days before the bond circulation end date — where the issuer's authorised body adopts a decision to extend the circulation and redemption periods of the bonds. Amendments to the decision on the bond issue or the bond prospectus are prepared in accordance with the requirements of this Regulation. The issuer may extend the circulation and redemption periods of bonds exclusively in the following cases: the issuer has repurchased the entire relevant bond issue; the issuer has obtained consent to extend such periods from all holders of the relevant bond issue; the issuer has repurchased part of the relevant bond issue and all holders of the remaining bonds have consented to extension of such periods. 2.
It is prohibited to make amendments and/or supplements to the bond prospectus or decision on the bond issue concerning: 1) reduction of the rights granted to bondholders, reduction of the number of bonds in respect of which a placement decision has been adopted, or amendment of the placement terms established by the bond prospectus or decision on the bond issue; 2) change of the residential construction property by which obligations under target bonds are to be performed (where a decision has been adopted to place target bonds under which obligations are to be performed by residential construction properties, for financing the construction of which funds are raised from individuals and legal entities through placement of bonds). 3.
Where amendments are made to the bond prospectus or decision on the bond issue during the bond circulation period (where the issuer's authorised body adopts a decision to extend the circulation and redemption periods of the bonds), approval of amendments to the bond prospectus or approval of the decision on the bond issue is carried out in the following manner: 1) adoption by the issuer's authorised body of a decision to extend the circulation and redemption periods of the bonds; 2) adoption by the issuer's authorised body of a decision to amend the bond prospectus or decision on the bond issue; 3) submission by the issuer, within 7 working days from the date of adoption of the decision to amend the bond prospectus or decision on the bond issue, but no less than 7 working days before expiry of the bond circulation period, to the registration authority of documents to suspend circulation of the bonds, namely: an application to suspend circulation of the bonds
(Appendix 9); a copy of the decision of the issuer's authorised body to extend the circulation and redemption periods of the bonds defined by the bond prospectus or decision on the bond issue, certified by the signature of the issuer's head; a copy of the decision of the issuer's authorised body to amend the bond prospectus or decision on the bond issue, certified by the signature of the issuer's head; 4) issuance by an authorised person of the registration authority of an order suspending circulation of the bonds (Appendix 10) within 5 working days from receipt of the documents for suspension of bond circulation; 5) publication by the registration authority of information on suspension of bond circulation on the official website of the registration authority within one working day from the date of issuance of the relevant order; 6) sending the relevant order to the Central Securities Depository in accordance with the regulatory act of the registration authority establishing the procedure for exchange of electronic documents between the registration authority and the Central Securities
Depository, no later than the next working day from the date of issuance of the relevant order; 7) sending by the registration authority to the issuer of the order suspending bond circulation within 3 working days from the date of issuance of such order; 8) ensuring that, within 10 working days from the date of publication of information on suspension of bond circulation, the issuer submits to the registration authority documents for approval of amendments to the bond prospectus or approval of amendments to the decision on the bond issue, namely: an application for approval of amendments to the bond prospectus / approval of amendments to the decision on the bond issue (Appendix 11); amendments to the bond prospectus executed as the relevant appendix, or amendments to the decision on the bond issue in two copies, certified by the signature of the issuer's head; a copy of the decision of the issuer's authorised body to extend the circulation and
redemption periods of the bonds defined by the bond prospectus or decision on the bond issue, certified by the signature of the issuer's head; a copy of the decision of the issuer's authorised body to amend the bond prospectus or decision on the bond issue, certified by the signature of the issuer's head; a copy of the statement of the issuer's securities account confirming repurchase by the issuer of bonds of the relevant issue and/or a copy of the register of holders of the relevant bond issue, certified by the signature of the issuer's head, and written applications by holders of bonds of the relevant issue consenting to extension of the circulation and redemption periods of the bonds (if a bondholder is an individual, the application consenting to extension of the circulation and redemption periods is notarised); copies of the documents specified in subparagraphs 10–16 of Chapter 2 of this Section (submitted where the issuer's authorised body adopts a decision to extend the circulation and redemption periods defined by the bond prospectus or decision on the bond issue for target
bonds under which obligations are to be performed by residential construction properties, for financing the construction of which funds are raised from individuals and legal entities through placement of bonds); 9) approval by the registration authority or refusal to approve amendments to the bond prospectus, or approval of amendments to the decision on the bond issue or refusal to approve amendments to the decision on the bond issue, simultaneously with issuance by an authorised person of the registration authority of an order resuming circulation of the bonds (Appendix 12).
If documents for approval of amendments to the bond prospectus or approval of amendments to the decision on the bond issue are not received from the issuer within 10 working days from the date of publication of information on suspension of bond circulation, an authorised person of the registration authority issues an order resuming circulation of the bonds.
10) publication by the registration authority of information on resumption of bond circulation on the official website of the registration authority no later than the next working day from the date of issuance of the relevant order; 11) sending the relevant order to the Central Securities Depository in accordance with the regulatory act of the registration authority concerning the procedure for exchange of electronic documents between the registration authority and the Central Securities Depository, no later than the next working day from the date of issuance of the relevant order; 12) sending by the registration authority to the issuer of the order resuming bond circulation within 3 working days from the date of issuance of such order; 13) publication by the issuer of approved amendments to the prospectus (where a bond prospectus is prepared) in accordance with the regulatory act of the registration authority concerning public offers of securities.
A public joint-stock company, or an issuer of bonds making a public offer (where no bond prospectus is prepared), or an issuer that has outstanding bond issues in respect of which a public offer was made, publishes, in the manner defined by Article 39 of the Law of Ukraine “On Securities and the Stock Market”, the approved amendments to the issue decision within 3 working days from the date such amendments are approved. 14) provision by the issuer, through the Ukrainian depositary system, within 3 working days from approval of appendices to the bond prospectus (approval of amendments to the decision on the bond issue), of copies of such amendments to bondholders as at the date such amendments are approved. 15) provision by the issuer, within 15 days from approval of amendments to the bond prospectus or approval of amendments to the decision on the bond issue, of a copy of such amendments to the Central Securities Depository. 5.
Documents concerning a public offer during a bond issue 1. No later than 3 working days before the bond placement commencement date, the issuer submits to the registration authority: 1) an application for making a public offer of bonds; 2) the public offer of bonds, which must be numbered, bound and signed by an authorised person of the issuer's authorised body. The application and public offer of bonds must comply with the requirements of the regulatory act of the registration authority concerning public offers of securities; 3) a document confirming the authority of the person who signed the public offer of bonds. 2. The issuer must publish the public offer of bonds in the manner provided by Article 38-1 of the Law of Ukraine “On Securities and the Stock Market” no later than the last working day preceding the bond placement commencement date. 6. Documents submitted for registration of the report on the results of the bond issue 1.
If at least one agreement with first holders was entered into during the bond placement period, within 15 days from the date on which the results of the bond issue are approved by the issuer's body authorised to adopt such a decision, the issuer must submit to the registration authority the documents required for registration of the report on the results of the bond issue, namely: 1) an application for registration of the report on the results of the bond issue prepared in accordance with Appendix 13 to this Regulation; 2) the report on the results of the bond issue in two copies, prepared in accordance with Appendix 14 to this Regulation; 3) the original temporary certificate of registration of the bond issue; 4) the decision of the issuer's authorised body approving the results of the bond issue and the report on the results of the bond issue, certified by the signature of the issuer's head; 5) the decision of the authorised body on early completion of bond placement (where such a decision has been adopted and such
powers were granted to the relevant issuer's body), certified by the signature of the company's head; 6) a certificate containing information on the price at which the bonds were placed (where the placement price is absent from the bond prospectus, if one is prepared), with information on publication of the final price at which the bonds were disposed of, in accordance with the requirements of parts one and two of Article 38-1 of the Law of Ukraine “On Securities and the Stock Market”; 7) a decision of the issuer's authorised body determining the bond placement price in accordance with the criteria and/or conditions by which the final bond placement price was determined (where the placement price is absent from the bond prospectus, if one is prepared); 8) a document confirming payment of 100% of the value of the placed bonds; 9) a certificate confirming provision by the issuer to investors of a copy of the decision on the bond issue and a paper copy of the prospectus (where prepared), indicating
the method and date of provision (submitted where the relevant requests/demands were received), certified by the signature of the company's head; 10) copies of an extract from the Unified Register of Prohibitions on Disposal of Immovable Property and/or an extract from the State Register of Encumbrances over Movable Property, certified by the signature of the issuer's head (submitted where an issue of bonds secured by pledge is registered); 11) notarised copy(ies) of the pledge agreement(s) (where an issue of bonds secured by pledge is registered).
2.
If, during the bond placement period specified in the decision on the bond issue and the bond prospectus (where prepared), no agreement was entered into with first holders during bond placement, within 15 days from the date on which the results of the bond issue are approved by the issuer's body authorised to adopt such a decision, the issuer must submit to the registration authority the following documents: 1) an application for registration of the report on the results of the bond issue and cancellation of registration of the bond issue, prepared in accordance with Appendix 15 to this Regulation; 2) the report on the results of the bond issue in two copies; 3) the original temporary certificate of registration of the bond issue; 4) the decision of the issuer's authorised body approving the results of the bond issue and the report on the results of the bond issue, certified by the signature of the issuer's head; 5) a certificate confirming provision by the issuer to investors of a copy of the decision on the bond issue and the paper
form of the prospectus (where prepared), indicating the method and date of provision (submitted where the relevant requests/demands were received), certified by the signature of the company's head.
3.
If, after the bond placement commencement date specified in the decision on the bond issue and the bond prospectus (where prepared), the issuer's authorised body adopts a decision to abandon the bond issue, within 15 days from the date on which the results of the bond issue are approved by the issuer's body authorised to adopt such a decision, the issuer must submit to the registration authority the following documents: 1) an application for registration of the report on the results of the bond issue and cancellation of registration of the bond issue, prepared in accordance with Appendix 15 to this Regulation; 2) the report on the results of the bond issue in two copies; 3) the decision of the issuer's authorised body to abandon the bond issue, certified by the signature of the issuer's head; 4) the decision of the issuer's authorised body approving the results of the bond issue and the report on the results of the bond issue, certified by the signature of the issuer's head; 5) a certificate containing information on the price
at which the bonds were placed (where the placement price is absent from the bond prospectus, if one is prepared), with information on publication of the final price at which the bonds were disposed of, in accordance with the requirements of parts one and two of Article 38-1 of the Law of Ukraine “On Securities and the Stock Market”; 6) a decision of the issuer's authorised body determining the bond placement price in accordance with the criteria and/or conditions by which the final bond placement price was determined (where the placement price is absent from the bond prospectus, if one is prepared); 7) a document confirming payment of 100% of the value of the placed bonds; 8) a certificate, certified by the signature of the issuer's head, confirming return of contributions made as payment for the bonds to all persons who made those contributions (indicating the contribution, its value and return date), together with copies of documents confirming return
of contributions made as payment for the bonds, certified by the issuer's head; 9) a statement of the issuer's securities account; 10) a certificate confirming provision by the issuer to investors of a copy of the decision on the bond issue and a paper copy of the prospectus (where prepared), indicating the method and date of provision (submitted where the relevant requests/demands were received), certified by the signature of the company's head; 11) the original temporary certificate of registration of the bond issue.
4. If documents specified in this Chapter contain more than one sheet, they must be numbered and bound. 7. Documents submitted where the results of the bond issue are not approved 1.
If the issuer's authorised body fails to approve the results of the bond issue within the periods established by the Law of Ukraine “On Securities and the Stock Market”, no later than 15 calendar days from expiry of the period for returning contributions made as payment for the bonds, or 15 calendar days from expiry of the period for approval of the results of the bond issue (where, during the bond placement period specified in the decision on the bond issue and bond prospectus, if one is prepared, no agreement was entered into with first holders during the bond placement process), the issuer submits to the registration authority documents for cancellation of registration of the bond issue and annulment of the temporary certificate of registration of the bond issue, namely: 1) an application for cancellation of registration of the bond issue and annulment of the temporary certificate of registration of the bond issue; 2) a certificate concerning the bond issue, certified by the signature
of the issuer's head, prepared in accordance with Appendix 16 to this Regulation.
3) a document confirming payment of 100% of the value of the placed bonds; 4) a certificate, certified by the signature of the issuer's head, confirming return of contributions made as payment for the bonds to all persons who made such contributions (indicating the contribution, its value and return date), together with copies of documents confirming return of contributions made as payment for the bonds, certified by the issuer's head; 5) a statement of the issuer's securities account; 6) the original temporary certificate of registration of the bond issue. 2. If documents specified in this Chapter contain more than one sheet, they must be numbered and bound. 3.
Grounds for refusal to cancel registration of the bond issue and annul the temporary certificate of registration of the bond issue where the issuer's authorised body has failed to approve the results of the bond issue are: non-compliance of submitted documents with the requirements of this Regulation; inconsistencies between different provisions of submitted documents, inaccurate and/or incomplete information in submitted documents. IV. Redemption, cancellation and conversion of bonds; cancellation of registration of a bond issue 1. Cancellation of registration of a bond issue 1.
The registration authority cancels registration of a bond issue and annuls the temporary certificate of registration of the bond issue where: the issuer adopts a decision to abandon the bond issue; no agreement with first holders was entered into during the bond placement period specified in the bond prospectus or decision on the bond issue; the results of the bond issue are not approved within the periods established by law; the issuer adopts a decision to abandon bond conversion; the bond issue is recognised as invalid. 2. An authorised person of the registration authority issues an order cancelling registration of the bond issue and annulling the temporary certificate, in the form set out in Appendix 17 to this Regulation, where: 1) the issuer adopts a decision to abandon the bond issue before commencement of bond placement — on the basis of the documents submitted by the issuer and specified in paragraph 2 of Chapter 3 of Section III of this Regulation.
An order cancelling registration of the bond issue and annulling the temporary certificate of registration of the bond issue is issued within 5 working days from the date on which the registration authority receives the relevant documents; 2) the issuer adopts a decision to abandon the bond issue after commencement of bond placement — on the basis of the documents submitted by the issuer and specified in paragraph 3 of Chapter 6 of Section III of this Regulation. The order cancelling registration of the bond issue and annulling the temporary certificate of registration of the bond issue is issued simultaneously with registration of the report on the results of the bond issue; 3) where no agreement with first holders was entered into during the bond placement period specified in the decision on the bond issue and the bond prospectus (where prepared) — on the basis of the documents submitted by the issuer and specified in paragraph 2 of Chapter 6 of Section III of this Regulation.
The order cancelling registration of the bond issue and annulling the temporary certificate of registration of the bond issue is issued simultaneously with registration of the report on the results of the bond issue; 4) the results of the bond issue are not approved within the periods established by law — on the basis of the documents submitted by the issuer and specified in paragraph 1 of Chapter 7 of Section III of this Regulation. The order cancelling registration of the bond issue and annulling the temporary certificate of registration of the bond issue is issued within 25 working days from the date on which the registration authority receives the relevant documents; 5) the issuer adopts a decision to abandon bond conversion — on the basis of the documents submitted by the issuer and specified in subparagraph 2 of paragraph 8 of Chapter 4 of this Section.
The order cancelling registration of the bond issue and annulling the temporary certificate of registration of the bond issue is issued within 10 working days from the date on which the relevant documents are received, simultaneously with issuance of an order resuming bond circulation. 6) the registration authority adopts a decision recognising the issue as invalid in accordance with the regulatory act of the registration authority concerning recognition of securities issues as unfair and invalid. 3. The registration authority cancels registration of a bond issue and annuls the certificate of registration of the bond issue where: the bonds are redeemed (redeemed early) in full; before the bond maturity dates the issuer has repurchased all bonds of one issue and adopted a decision to cancel the repurchased bonds; bond conversion has been carried out. 4.
An authorised person of the registration authority issues an order cancelling registration of the bond issue and annulling the certificate, in the form set out in Appendix 18 to this Regulation, where: 1) the bonds are redeemed (redeemed early) in full — on the basis of the documents submitted by the issuer and specified in paragraphs 2–5 of Chapter 2 of this Section. The order cancelling registration of the bond issue and annulling the certificate of registration of the bond issue is issued within 15 working days from the date on which the report on the results of redemption (early redemption) of the bonds is received; 2) before the bond maturity dates the issuer has repurchased all bonds of one issue and adopted a decision to cancel the repurchased bonds — on the basis of the documents submitted by the issuer and specified in paragraph 6 of Chapter 3 of this Section.
The order cancelling registration of the bond issue and annulling the certificate of registration of the bond issue is issued within 15 working days from the date on which the documents specified in paragraph 6 of Chapter 3 of this Section are received; 3) bond conversion has been carried out — on the basis of the documents submitted by the issuer and specified in paragraph 7 of Chapter 4 of this Section. The order cancelling registration of the bond issue and annulling the certificate of registration of the bond issue is issued within 10 working days from the date on which the relevant documents are received, simultaneously with issuance of a new certificate of registration of the bond issue. 5.
The registration authority ensures: 1) no later than the next working day from the date on which an order cancelling registration of the bond issue and annulling the certificate (temporary certificate) of registration of the bond issue is issued: publication of the relevant order on the official website of the registration authority; sending the relevant order to the Central Securities Depository in accordance with the regulatory act of the registration authority establishing the procedure for exchange of electronic documents between the registration authority and the Central Securities Depository, no later than the next working day from the date of issuance of the relevant order; 2) within three working days from the date on which an order cancelling registration of the bond issue and annulling the certificate (temporary certificate), or an order refusing cancellation of registration of the bond issue and annulment of the temporary certificate, is issued, sending the relevant order to the issuer.
Where an order cancelling registration of the bond issue and annulling the certificate of registration of the bond issue is issued, simultaneously with that order the registration authority sends the issuer a certificate confirming the absence of uncancelled securities issues (except where the issuer has other securities issues whose registration has not been cancelled). 6. On the basis of an order cancelling registration of the bond issue and annulling the certificate (temporary certificate) of registration of the bond issue, the registration authority makes the relevant amendments to the State Register of Securities Issues. 2. Redemption (early redemption) of bonds 1.
Interest-bearing and discount bonds are redeemed exclusively in cash, except for convertible corporate bonds, which are redeemed by converting such bonds into the corresponding number of shares of the issuer or by paying the nominal value of such bond, at the choice of the bondholder, in the manner provided by the prospectus or decision on the issue of securities. Target bonds are redeemed by transferring goods and/or providing services in accordance with the requirements established by the prospectus or decision on the issue of securities, and also by paying funds to the holder of such bonds in the cases and manner provided by the prospectus or decision on the bond issue.
Following redemption or early redemption, an authorised person of the Central Securities Depository certifies to the issuer the report on the results of bond redemption or the report on the results of early redemption of a particular bond issue, which must contain the information specified in Appendices 19 and 20 to this Regulation, by signature and the seal of the Central Securities Depository. The report on the results of redemption (early redemption) of bonds is submitted by the issuer to the Central Securities Depository for certification only after obligations under the bonds to their holders have been performed in full. Bonds are redeemed within the period defined by the decision on the bond issue (bond prospectus).
Bonds whose nominal value is denominated in a foreign currency are redeemed in the foreign currency in which their nominal value is expressed, taking account of currency-regulation legislation, or in the national currency in the manner established by the decision on the bond issue and/or bond prospectus. A bond issue may be redeemed early at the initiative of the issuer or at the request of bondholders. Early redemption of bonds at the initiative of the issuer is permitted where such possibility is provided by the prospectus or decision on the bond issue, which specifies the procedure for adoption by the issuer's authorised body of a decision on early redemption of the bond issue, notification of bondholders of early redemption, and the period during which holders must present the bonds for early redemption.
Early redemption of bonds at the request of their holders is permitted where such possibility is provided by the prospectus or decision on the bond issue, which specifies the period during which bonds may be presented for early redemption. Early redemption of convertible bonds at the request of their holders is possible only by payment of the nominal value of such bonds. 2. The issuer submits to the registration authority a report on the results of bond redemption within 15 days after expiry of the redemption period of the bond issue specified in the bond prospectus or decision on the bond issue, and in the case of early redemption — within 15 days after completion of early redemption of the bond issue. 3. The report on the results of bond redemption and the report on the results of early redemption of bonds are submitted in one copy. 4.
When submitting the report on the results of bond redemption or the report on the results of early redemption of bonds, the issuer also submits to the registration authority: 1) an application for submission of the report on the results of redemption (early redemption) of bonds in the form set out in Appendix 21 to this Regulation; 2) a certificate containing information confirming the issuer's performance of obligations to holders, including details of payment documents, acceptance-transfer acts, etc.; 3) the original certificate of registration of the bond issue; 4) a copy of the decision of the authorised body of the corporate-bond issuer on early redemption of bonds (where a decision on early redemption has been adopted).
The decision of the issuer's authorised body on early redemption of bonds must contain the following information: grounds for adopting the decision; procedure for notifying bondholders of the issuer's decision on early redemption of the bond issue; start and end dates of the period during which bonds must be presented for early redemption. 5) an assurance report on the results of bond redemption prepared by an independent practitioner. 3. Cancellation of bonds repurchased by the issuer 1.
Where, before the bond maturity dates, the issuer has repurchased all bonds of one issue and adopted a decision to cancel the repurchased bonds, within 15 calendar days from the date of adoption of such decision the issuer submits to the registration authority the following documents for suspension of bond circulation: 1) an application for suspension of bond circulation; 2) copy(ies) of the decision(s) on bond repurchase (submitted where bonds are repurchased from their holders in cases defined in the decision on the bond issue and bond prospectus, if one is prepared, as cases of mandatory bond repurchase), certified by the signature of the issuer's head.
The decision of the issuer's authorised body on bond repurchase must contain the following information: grounds for adopting the decision; procedure for notifying bondholders of the issuer's decision to repurchase bonds; the bond repurchase price, the procedure for determining it and the calculation; start and end dates of the period during which bonds must be presented for repurchase; 3) a copy of the statement of the issuer's securities account confirming repurchase by the issuer of all bonds of one issue as at the date of adoption of the decision to cancel the repurchased bonds, certified by the signature of the issuer's head; 4) a copy of the decision of the authorised body of the corporate-bond issuer to cancel the repurchased bonds, certified by the signature of the issuer's head. On the basis of the submitted documents, an authorised person of the registration authority issues an order suspending bond circulation within 15 working days from the date they are received by the registration authority. 2.
Where, before the bond maturity dates, the issuer adopts a decision to revoke the decision to cancel repurchased bonds whose circulation has been suspended in accordance with paragraph 1 of this Chapter, the issuer submits to the registration authority the following documents for resumption of bond circulation: an application for resumption of bond circulation prepared in accordance with Appendix 22 to this Regulation; a copy of the decision of the authorised body of the corporate-bond issuer revoking the decision to cancel the repurchased bonds, certified by the signature of the issuer's head. On the basis of the submitted documents, an authorised person of the registration authority issues an order resuming bond circulation within 15 working days from the date they are received by the registration authority. 3. Within 3 working days from the date of issuance of the order suspending/resuming bond circulation, the registration authority sends it to the issuer. 4.
The registration authority sends the order suspending/resuming bond circulation to the Central Securities Depository in accordance with the regulatory act of the registration authority establishing the procedure for exchange of electronic documents between the registration authority and the Central Securities Depository, no later than the next working day from the date of issuance of the relevant order. 5. The registration authority ensures publication of information on suspension/resumption of bond circulation on its official website no later than the next working day from the date of issuance of the relevant order. 6.
For cancellation of registration of a bond issue and annulment of the certificate of registration of the bond issue whose circulation has been suspended in accordance with paragraph 1 of this Chapter, the issuer submits to the registration authority the following documents: an application for cancellation of registration of the bond issue prepared in accordance with Appendix 23 to this Regulation; a copy of the statement of the issuer's securities account confirming repurchase by the issuer of all bonds of one issue as at the date on which the Central Securities Depository performed an unconditional operation restricting transactions in the depositary accounting system with bonds of that issue, certified by the signature of the issuer's head; the original certificate of registration of the bond issue. 4. Conversion of bonds 1. The provisions of this Chapter do not apply to target corporate bonds under which obligations are performed by transferring a residential construction property (part of a property). 2.
The authorised body of a bond issuer may convert bonds of one issue into bonds of another issue provided that: the issuer has obtained consent to conversion from all holders of the relevant bond issue; the issuer has repurchased part of the bonds of the relevant issue from holders who do not agree with the conversion decision and all holders of the remaining bonds have consented to the conversion. Such consent may be obtained individually from each holder in writing or in another manner provided by the conversion decision (decision on the bond issue for the purpose of converting bonds of an existing issue) that makes it possible to confirm the holders' expression of will. 3.
Repurchase of bonds from holders who do not agree with the conversion decision is carried out: for discount bonds — at the nominal value of such securities; for interest-bearing bonds — at the nominal value increased by the amount of unpaid interest income on such securities. 4. During conversion: the nominal value of the bonds remains unchanged or is reduced; the aggregate number of bonds in the new issue corresponds to the aggregate number of bonds being converted; changing the type of bonds is not permitted. 5.
Bond conversion is carried out in the following manner: 1) adoption by the issuer's authorised body of decisions on: conversion of bonds; issue of bonds for the purpose of converting bonds of an existing issue; 2) submission by the issuer to the registration authority of documents for suspension of circulation of the bonds subject to conversion and for registration of the new bond issue; 3) registration by the registration authority of the new bond issue and issuance of a temporary certificate of registration of the bond issue, simultaneously with issuance by an authorised person of the registration authority of an order suspending circulation of the bonds being converted, within 10 working days from receipt of the relevant documents; 4) publication by the registration authority of the order suspending bond circulation on its official website and sending it to the Central Securities Depository in accordance with the regulatory act of the registration authority concerning the procedure for exchange of electronic documents between the registration authority and the Central Securities Depository, no later than
the next working day from the date of issuance of the relevant order; 5) sending by the registration authority to the issuer of the order suspending bond circulation within 3 working days from the date of issuance of such order; 6) publication by the issuer of the decision on bond conversion in the manner defined for publication of the prospectus under the Law of Ukraine “On Securities and the Stock Market”, where a public offer is made (if a bond prospectus is prepared), within 5 working days from the date of issuance of the temporary certificate of registration of the bond issue; A public joint-stock company, or a bond issuer making a public offer (where no bond prospectus is prepared), or an issuer that has outstanding bond issues in respect of which a public offer was made, publishes, in the manner defined by Article 39 of the Law of Ukraine “On Securities and the Stock Market”, the conversion decision within 3 working days from
the date of adoption of such decision.
7) notification of bondholders of the bond conversion in accordance with the conversion decision; 8) receipt by the issuer of notices from bondholders agreeing (or disagreeing) with the conversion decision in accordance with that decision; 9) holding meetings of bondholders in cases provided by the decision on the bond issue (bond prospectus); 10) repurchase of bonds presented for repurchase from holders who do not agree with the conversion decision, in accordance with the procedure established by paragraph 2 of this Chapter; 11) assignment of an international securities identification number to the bonds; 12) preparation and deposit of a temporary global certificate; 13) after completion of the procedure for repurchase of bonds presented by their holders — performance of operations in the depositary accounting system servicing the bond conversion process; 14) approval of the results of bond conversion by the issuer's authorised body; 15) submission to the registration authority of documents for cancellation of registration
of the bond issue and issuance of a certificate of registration of the new bond issue; 16) issuance by an authorised person of the registration authority of an order cancelling registration of the bond issue and annulling the certificate of registration of the bond issue, issuance of a new certificate of registration of the bond issue and annulment of the temporary certificate of registration of the bond issue; 17) preparation and deposit of a global certificate.
6. No later than 60 days after adoption of the conversion decision by the issuer's body authorised to adopt the relevant decision, the issuer submits to the registration authority the documents required to suspend circulation of the bonds and register the new bond issue, namely: 1) an application for suspension of bond circulation and registration of a new bond issue in the form set out in Appendix 24 to this Regulation; 2) the decision(s) of the issuer's authorised body (or copy/copies thereof) on: conversion of bonds; issue of bonds for the purpose of converting bonds of an existing issue; designation of the issuer's authorised body empowered to approve the results of bond conversion. The stated decision(s) must be recorded in minutes, numbered, bound and certified by the signature of the issuer's head.
The conversion decision must contain the following information: procedure for notifying bondholders of conversion of such bonds; method for obtaining bondholders' consent to conversion; procedure for holding general meetings of bondholders in cases provided by the decision on the bond issue (bond prospectus); procedure for bondholders to notify the issuer of agreement (or disagreement) with the conversion decision; period during which holders must present bonds for repurchase if they disagree with the conversion decision. The decision on a bond issue for the purpose of converting bonds of an existing issue must contain the information specified in Appendix 25 to this Regulation; 3) a copy of the payment document confirming payment of the state duty in accordance with Decree of the Cabinet of Ministers of Ukraine No. 7-93 dated 21 January 1993 “On State Duty”, certified by the signature of the issuer's head. 7.
Within 15 days from the date on which the results of bond conversion are approved, the issuer submits the documents required for cancellation of registration of the bond issue and receipt of the certificate of registration of the new bond issue, namely: 1) an application for cancellation of registration of the bond issue; 2) a copy of the register of holders of the relevant bond issue compiled as at the date of the unconditional operation restricting transactions in the depositary accounting system with bonds of that issue, certified by the signature of the issuer's head; 3) a copy of the register of holders of registered securities compiled as at the date of approval of the results of bond conversion, certified by the signature of the issuer's head, and written applications (notices) from holders of bonds of the relevant issue consenting to the conversion (if a bondholder is an individual, the application consenting to bond conversion is notarised); 4) copies of the documents specified in subparagraph 8 of paragraph 1 of Chapter 2 of Section
III of this Regulation (submitted where the issuer's authorised body has adopted a decision to convert bonds secured by surety/guarantee), or copies of the documents specified in subparagraphs 10 and 11 of paragraph 1 of Chapter 6 of Section III of this Regulation (submitted where the issuer's authorised body has adopted a decision to convert bonds secured by pledge); 5) a copy of the decision of the issuer's authorised body approving the results of bond conversion, certified by the signature of the issuer's head; 6) the original certificate (temporary certificate) of registration of the bond issue.
8. A bond issuer may adopt a decision to abandon bond conversion. Resumption of bond circulation where the issuer's authorised body adopts a decision to abandon conversion is carried out in the following manner: 1) publication by the issuer of the decision to abandon bond conversion in the manner defined for publication of the prospectus under the Law of Ukraine “On Securities and the Stock Market”, where a public offer is made (if a bond prospectus is prepared), within 5 working days from the date of adoption of the relevant decision.
A public joint-stock company, or a bond issuer making a public offer (where no bond prospectus is prepared), or an issuer that has outstanding bond issues in respect of which a public offer was made, publishes, in the manner defined by Article 39 of the Law of Ukraine “On Securities and the Stock Market”, the decision to abandon conversion within 3 working days from the date of adoption of such decision.
2) submission by the issuer, within 15 days from the date of adoption of the relevant decision, to the registration authority of: an application for resumption of bond circulation; a copy of the relevant decision, which must state the reasons for abandoning conversion, certified by the signature of the issuer's head; the temporary certificate of registration of the bond issue; 3) issuance by an authorised person of the registration authority of an order resuming bond circulation and an order cancelling registration of the bond issue and annulling the temporary certificate within 10 working days from receipt of the relevant documents; 4) publication by the registration authority of the order resuming bond circulation on its official website and sending it to the Central Securities Depository in accordance with the regulatory act of the registration authority establishing the procedure for exchange of electronic documents between the registration authority and the Central Securities Depository, no later than the next working day from the date of issuance of the relevant order; 5) sending by the registration authority
to the issuer of the order resuming bond circulation within 3 working days from the date of issuance of such order; V.
Termination of a legal entity — issuer of corporate bonds 1. Suspension (resumption) of circulation of bonds of a bond issuer that is being terminated (has been terminated) 1. Termination of a legal entity that is a bond issuer through merger, accession, division, transformation or liquidation, as a result of a commercial court ruling declaring the legal entity — bond issuer bankrupt and opening liquidation proceedings, or a court decision terminating the legal entity — bond issuer that is not connected with bankruptcy of that entity, is carried out in accordance with the procedure established by Ukrainian legislation. 2.
If, as at the date of adoption of the decision to terminate the legal entity — issuer, bonds of that issuer are in circulation, circulation of the bonds is suspended, provided that: 1) where the issuer's authorised body (person) adopts a decision to terminate the legal entity — bond issuer, within 10 working days from the date of adoption of such decision the issuer's termination commission/liquidation commission/liquidator (hereinafter — the termination commission) must submit to the registration authority the following documents for suspension of bond circulation: an application for suspension of bond circulation; a copy of the decision of the issuer's authorised body (person) on termination and appointment of the termination commission, prepared in accordance with the law and certified by the signature of the head of the company's termination commission; a certificate containing a list of previous bond issues, indicating details of the certificates of registration of bond issues and the authorities that issued the relevant certificates, total nominal amounts of the issues,
circulation periods and redemption results for each issue; a certificate confirming entry into an agreement for servicing securities issues and preparation of a global certificate, certified by the signature of an authorised person of the Central Securities Depository; 2) where the Board of the National Bank of Ukraine adopts a resolution revoking the banking licence and liquidating a bank that is a bond issuer, within 10 working days from the date of adoption of such decision the termination commission must submit to the registration authority the following documents for suspension of bond circulation: an application for suspension of bond circulation; a copy of the resolution of the Board of the National Bank of Ukraine revoking the banking licence and liquidating the bank, certified by the signature of the head of the company's termination commission; a copy of the decision of the Deposit Guarantee Fund appointing an authorised person performing the functions of bank liquidation; a certificate containing a list of previous bond issues, indicating details of certificates of registration
of bond issues and the authorities that issued the relevant certificates, total nominal amounts of the issues, circulation periods and redemption results for each issue; a certificate confirming entry into an agreement for servicing securities issues and preparation of a global certificate, certified by the signature of an authorised person of the Central Securities Depository; 3) where the registration authority receives information that a legal entity — bond issuer has been declared bankrupt and liquidation proceedings have been opened, the registration authority suspends bond circulation by issuing the relevant order.
In this case, bond circulation is suspended upon receipt of: a commercial court ruling declaring the legal entity — bond issuer bankrupt and opening liquidation proceedings (with a note that it has entered into legal force where the relevant ruling was adopted before 19 January 2026) or a copy thereof certified by the court; or information that an entry has been made in the Unified State Register concerning a court decision declaring the legal entity — bond issuer bankrupt and opening liquidation proceedings; 4) where the registration authority receives information on a court decision terminating a legal entity — bond issuer that is not connected with bankruptcy, the registration authority suspends bond circulation by issuing the relevant order.
In this case, bond circulation is suspended upon receipt of: a court decision terminating the legal entity — bond issuer that is not connected with its bankruptcy, with a note that it has entered into legal force (where that note is absent, also a copy of the enforcement document certified by the court), or a copy thereof certified by the court; or information that an entry has been made in the Unified State Register concerning a court decision terminating the legal entity — bond issuer that is not connected with its bankruptcy; 5) where information is received that the simplified procedure for state registration of termination of a legal entity — bond issuer by liquidation has commenced, the registration authority suspends bond circulation by issuing the relevant order (unless registration of that issuer's bond issue has already been cancelled) and ensures transfer to the Unified State Register of information on the presence (absence) of
uncancelled registration of a securities issue (taking account of any other securities issues of the issuer whose registration has not been cancelled).
6) where the registration authority receives information that a bond issuer has been terminated by transformation/accession/merger/division but registration of its bond issue has not been cancelled in the prescribed manner, the registration authority suspends bond circulation by issuing the relevant order. In this case, bond circulation is suspended if information on the relevant termination of the bond issuer is confirmed by data in the Unified State Register, or if the relevant information on such termination is received from state statistics authorities. 3. On the basis of the documents (information, data) received and specified in paragraph 2 of this Chapter, an authorised person of the registration authority, within 15 working days from the date of their receipt by the registration authority, issues an order suspending bond circulation.
The order suspending bond circulation contains information on the date from which transactions involving transfer of ownership rights to the bonds are prohibited (except inheritance or succession of bonds, transactions performed pursuant to a court decision, and repurchase of bonds by their issuer). The date from which transactions involving transfer of ownership rights to the bonds are prohibited is the date falling on the second working day after the date of issuance of the order suspending bond circulation. On the basis of the order suspending bond circulation, the registration authority makes the relevant amendments to the State Register of Securities Issues. 4.
Within 10 working days after adoption of a decision cancelling the decision to terminate the legal entity — bond issuer (where a relevant court decision is adopted — within 10 working days after it enters into legal force), the issuer must submit to the registration authority the following documents for resumption of bond circulation: an application for resumption of bond circulation; a copy of the decision cancelling the decision to terminate the legal entity — bond issuer, certified by the signature of the issuer's head, provided that: where the relevant decision is adopted by the issuer's authorised body (person), a copy of such decision prepared in accordance with the law and certified by the signature of the issuer's head is submitted; where the relevant court decision is adopted, a copy of that decision with a note that it has entered into legal force, certified by the court, is submitted, and where that note is absent, also a copy of the enforcement document certified by the court; where the relevant resolution
of the Board of the National Bank of Ukraine is adopted, a copy of that resolution is submitted.
5. On the basis of the documents received and specified in paragraph 4 of this Chapter, an authorised person of the registration authority, within 15 working days from the date of their receipt by the registration authority, issues an order resuming bond circulation. On the basis of the order resuming bond circulation, the registration authority makes the relevant amendments to the State Register of Securities Issues. 6. The registration authority ensures: 1) no later than the next working day from the date of issuance of the order suspending/resuming bond circulation: publication of the relevant order on the official website of the registration authority; sending the relevant order to the Central Securities Depository in accordance with the regulatory act of the registration authority establishing the procedure for exchange of electronic documents between the registration authority and the Central Securities Depository; 2) within three working days from the date of issuance of the order suspending/resuming bond circulation, sending the relevant order to the issuer. 2.
Cancellation of registration of a bond issue of an issuer that is being terminated (has been terminated) 1. Registration of the bond issue is cancelled and the certificate of registration of the bond issue is annulled where: 1) all bonds of an issuer being terminated by merger, accession, division or transformation are redeemed within the period established for settlements with creditors.
For cancellation of registration of the bond issue and annulment of the certificate of registration of the bond issue, within 10 working days from the date of approval of the transfer act or distribution balance sheet, the issuer's termination commission submits to the registration authority the following documents: an application for cancellation of registration of the bond issue; a copy of the decision approving the transfer act / distribution balance sheet, certified by the signature of the head of the issuer's termination commission; a copy of the transfer act if termination is carried out as a result of merger, accession or transformation, or a copy of the distribution balance sheet if termination is carried out as a result of division, certified by the signature of the head of the issuer's termination commission; a report on the results of early redemption of the bonds; the original certificate(s) of registration of the bond issue(s); 2) approval of the liquidation balance sheet / approval of the liquidator's report by the creditors' committee (where the commercial court has adopted a ruling declaring the bond issuer bankrupt and opening liquidation proceedings)
of the bond issuer being terminated by liquidation.
In this case, obligations under bonds of the bankrupt issuer that remain unsatisfied because of insufficient assets are regarded as discharged in accordance with the procedure established by law.
For cancellation of registration of the bond issue and annulment of the certificate of registration of the bond issue, within 10 working days from the date of approval of the liquidation balance sheet / approval of the liquidator's report by the creditors' committee (where the commercial court has adopted a ruling declaring the bond issuer bankrupt and opening liquidation proceedings), the issuer's termination commission submits to the registration authority the following documents: an application for cancellation of registration of the bond issue (Appendix 23); a copy of the decision approving the liquidation balance sheet of the bond issuer, certified by the signature of the head of the issuer's termination commission (except where the commercial court has adopted a ruling declaring the bond issuer bankrupt and opening liquidation proceedings), provided that: where the relevant decision is adopted by the authorised body of the bond issuer, a copy of such decision prepared in accordance with the law and certified by the signature of the head of the issuer's termination commission is submitted; where the Deposit Guarantee Fund adopts a decision
approving the liquidation balance sheet and the report of the authorised person on completion of the liquidation procedure, a copy of such decision is submitted; a report on the results of bond redemption; a copy of the approved liquidation balance sheet of the bond issuer, certified by the signature of the head of the liquidation commission (liquidator) and the issuer's seal / copies of the liquidation balance sheet and the liquidator's report approved by the creditors' committee and the owner of the debtor's property (the body authorised to manage the property) (for state enterprises or enterprises in which the state ownership share in the charter capital exceeds 50 per cent), certified by the signature of the head of the issuer's termination commission (where the commercial court has adopted a ruling declaring the bond issuer bankrupt and opening liquidation proceedings); originals of certificates of registration of bond issues; 3) receipt by the registration authority of information concerning a bond issuer that was: terminated by liquidation but whose bond issue registration was not cancelled in the prescribed manner; terminated by transformation, but
whose bond issue registration was not cancelled in the prescribed manner, where the business company that was the successor has been terminated by liquidation.
In this case, registration of the bond issue is cancelled if information on the relevant termination of the legal entity — bond issuer is confirmed by data in the Unified State Register, or if the relevant information on such termination is received from state statistics authorities. 2. On the basis of the documents received and specified in paragraph 1 of this Chapter, an authorised person of the registration authority, within 15 working days from the date of their receipt by the registration authority, issues an order cancelling registration of the bond issue and annulling the certificate of registration of the bond issue. 3.
The registration authority ensures: 1) no later than the next working day from the date of issuance of the order cancelling registration of the bond issue and annulling the certificate of registration of the bond issue: publication of the relevant order on the official website of the registration authority; sending the relevant order to the Central Securities Depository in accordance with the regulatory act of the registration authority establishing the procedure for exchange of electronic documents between the registration authority and the Central Securities Depository; 2) within three working days from the date of issuance of the order cancelling registration of the bond issue and annulling the certificate, or an order refusing cancellation of registration of the bond issue and annulment of the certificate, sending the relevant order to the issuer.
Where an order cancelling registration of the bond issue and annulling the certificate of registration of the bond issue is issued, simultaneously with that order the registration authority sends the issuer a certificate confirming the absence of uncancelled securities issues (except where the issuer has other securities issues whose registration has not been cancelled). 4. On the basis of the order cancelling registration of the bond issue and annulling the certificate of registration of the bond issue, the registration authority makes the relevant amendments to the State Register of Securities Issues. 5. Refusal to cancel registration of the bond issue is formalised by the relevant order and is made where: submitted documents do not comply with legal requirements; inaccurate information is included in documents whose submission is provided by this Regulation; the procedure established by law for termination of the legal entity — bond issuer has been breached. 3.
Replacement of the certificate of registration of a bond issue of an issuer being terminated by merger, accession, division or transformation 1.
If, within the period established for settlements with creditors, the bonds of an issuer being terminated by merger, accession, division or transformation have not been redeemed, obligations under the bonds pass to the legal entity(ies) that are successor(s) (hereinafter — the successor), except obligations under convertible bonds whose procedure and terms of conversion upon termination of the joint-stock company are determined by the decision on the issue of such bonds (bond prospectus): in the case of merger — to the legal entity formed as a result of merger of the bond issuer with another legal entity; in the case of accession — to the legal entity to which the bond issuer is joined; in the case of division — according to the distribution balance sheet (separation act), in the relevant proportions, to each new legal entity formed as a result of that division; in the case of transformation — to the newly formed legal entity from the bond issuer being terminated.
In that case, after state registration of termination of the bond issuer and state registration of amendments to the constituent documents of the legal entity to which the bond issuer has been joined (if the legal entity operates under a model charter — after amendments are made to the information on the legal entity contained in the Unified State Register), or state registration of the legal entity (legal entities) formed as a result of transformation, merger or division, the certificate of registration of the bond issue is replaced. 2.
Replacement of the certificate of registration of the bond issue is carried out in the following manner: 1) within 10 working days from the date of state registration of the successor (state registration of amendments to the successor's constituent documents), an authorised person of the successor submits to the registration authority the following documents: an application for replacement of the certificate of registration of the bond issue prepared in accordance with Appendix 26 to this Regulation; a copy of the decision approving the transfer act / distribution balance sheet (separation act), certified by the signature of the successor's head; a copy of the transfer act / distribution balance sheet (separation act), certified by the signature of the successor's head; a certificate concerning settlements with bondholders indicating: the name and location of the bond issuer; total nominal value and number of bonds by class and type (registered; interest-bearing, target, discount bonds; ordinary (unsecured) and secured); form of existence of the bonds (book-entry); nominal value of a bond; series and serial numbers of the bonds (where
applicable); bond circulation period; start and end dates of bond redemption; number of redeemed bonds (indicating numbers and series where applicable); amount for which the bonds were redeemed (for target bonds — goods (services) by which the bonds were redeemed, where redemption was carried out by providing goods (services)); amounts of interest income paid on the bonds (for interest-bearing bonds), indicating details of payment documents, acceptance-transfer acts, etc.; number of bonds remaining in circulation.
The certificate is certified by the signature of the head of the issuer's termination commission and also by the signatures of the auditor (audit firm) and an authorised person of the Central Securities Depository; the original certificate(s) of registration of the bond issue(s) of the issuer being terminated; 2) following review of the relevant documents, within 10 working days from the date of their receipt by the registration authority, the registration authority replaces the certificate of registration of the bond issue of the issuer being terminated with certificate(s) of registration of the bond issue of the successor(s). Notification of the issuer of the registration authority's decision to replace the certificate is carried out by means of telecommunications. The certificate(s) of registration of the successor's (successors') bond issue contain a note that the certificate of registration of the bond issue of the issuer being terminated has been annulled.
At the issuer's written request submitted to the registration authority before expiry of the period for document review, the registration authority may return all submitted documents for revision; 3) on the basis of the issued certificate(s) of registration of the successor's (successors') bond issue, the successor(s) re-execute and deposit the global certificate(s) with the Central Securities Depository. VI. Procedure for actions by a legal entity — corporate-bond issuer where a decision on spin-off is adopted 1. A legal entity is spun off in accordance with the procedure established by Ukrainian legislation. 2. A legal entity formed as a result of spin-off bears subsidiary liability for obligations of the bond issuer from which the spin-off was made that, according to the distribution balance sheet, did not pass to the legal entity formed as a result of the spin-off.
The bond issuer from which the spin-off was made bears subsidiary liability for obligations which, according to the distribution balance sheet, passed to the legal entity formed as a result of the spin-off. If two or more legal entities were formed as a result of the spin-off, they bear subsidiary liability jointly and severally with the bond issuer from which the spin-off was made. 3. Where obligations under the bonds are transferred, according to the distribution balance sheet, to the legal entity formed as a result of the spin-off (hereinafter — the successor), the certificate of registration of the bond issue is replaced after state registration of the successor. 4.
Replacement of the certificate of registration of the bond issue is carried out in the following manner: 1) within 10 working days from the date of state registration of the successor formed as a result of spin-off, an authorised person of that successor submits to the registration authority the following documents: an application for replacement of the certificate of registration of the bond issue; a copy of the decision approving the distribution balance sheet (separation act), certified by the signature of the head of the successor formed as a result of the spin-off / issuer; a copy of the distribution balance sheet (separation act), certified by the signature of the head of the successor formed as a result of the spin-off; the original certificate(s) of registration of the issuer's bond issue(s); 2) following review of the relevant documents, within 10 working days from the date of their receipt by the registration authority, the registration authority replaces the certificate of registration of the bond issue of the issuer from which the spin-off is made with the certificate of registration of the bond issue of the successor formed as a result of the spin-off.
The certificate of registration of the bond issue contains a note that the certificate of registration of the bond issue of the issuer from which the spin-off was made has been annulled. Notification of the applicant of the registration authority's decision to replace the certificate is carried out by means of telecommunications. At the applicant's written request submitted to the registration authority before expiry of the period for document review, the registration authority may return all submitted documents for revision; 3) on the basis of the issued certificate of registration of the bond issue, the successor formed as a result of the spin-off prepares and deposits a global certificate with the Central Securities Depository.
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