Article 9. Issue prospectus of non-governmental equity securities The Law on the Securities Market

Home / RLA / Article 9. Issue prospectus of non-governmental equity securities The Law on the Securities Market

1. The issue prospectus of non-government equity securities should contain the following:

1) information about the name of the issuer and its location;

2) information about equity securities, payment methods and income generation on them;

3) the conditions and procedure for the placement, circulation, and redemption of equity securities, as well as additional conditions for the redemption of bonds not established by Articles 15 and 18-4 of this Law, if any;

4) covenants (restrictions), if any (except for the share issue prospectus);

5) conditions, terms and procedure for the conversion of equity securities (when issuing convertible securities);

6) information on the property of the bond issuer, which is full or partial collateral for obligations under the issued bonds, indicating the value of this property (for secured bonds);

7) on the intended use of the money received from the placement of bonds;

8) information about the founders or major shareholders (participants) holding ten or more percent of the outstanding (except for shares purchased by the joint-stock company) shares (stakes in the authorized capital) of the issuer;

9) information about the management body and the executive body of the issuer (with the exception of the share issue prospectus);

10) indicators of the issuer's financial, economic and business activities, indicating the main types of the issuer's activities;

11) additional information about the issuer and the equity securities placed by it.

2. The issuer is obliged to submit to the authorized body amendments and (or) additions to the issue prospectus of non-governmental equity securities in case of changes in the information specified in the sub-paragraphs 1), 2), 3), 4), 5), 6) and 7) paragraph 1 of this Article, within thirty calendar days after the dates of their occurrence or decision-making by the relevant authorities of the issuer or bondholders.

3. Modification of the information in the prospectus for the issue of non-government bonds specified in the sub-paragraphs 2), 3), 4), 5), 6) and 7) of paragraph 1 of this Article, is carried out by the issuer on the basis of a decision of the general meeting of bondholders, subject to the following conditions::

1) holders holding at least eighty-five percent of the total number of placed (excluding redeemed) bonds voted for this decision.;

2) if there are two or more persons among the bondholders who independently own more than ten percent of the bonds of this issue, with the exception of bonds repurchased by the issuer, seventy–five percent or more of the total number of such bondholders voted for changing the terms of the issue.

The requirement of this paragraph does not apply to financial organizations or organizations that are part of a banking conglomerate as a parent organization and are not financial organizations when they restructure in cases provided for by the laws of the Republic of Kazakhstan.

4. The Issuer is not entitled to make changes and/or additions to:

1) share issue prospectus, providing for a reduction in the number of outstanding shares;

2) the issue prospectus of non-government bonds, providing for an increase in the number of announced bonds.

5. Additional requirements to the issue prospectus of bonds issued by a special financial company in accordance with the legislation of the Republic of Kazakhstan on project financing and securitization are established by the legislation of the Republic of Kazakhstan on project financing and securitization.

6. The prospectus for the issue of Islamic securities is subject to approval by the Council on the Principles of Islamic Finance.

The Issuer has no right to change the terms of placement, circulation and repayment of Islamic securities, established by the prospectus of the issue of Islamic securities, in cases infringing on the rights and interests of holders of Islamic securities.

7. The rules for drawing up and formatting the prospectus for the issue of non-governmental equity securities (bond program prospectus), amendments and (or) additions to the prospectus for the issue of non-governmental equity securities (bond program prospectus) are established by a regulatory legal act of the authorized body.

8. The prospectus for the issue of non-state equity securities (the prospectus of the bond program) is submitted to the authorized body in Kazakh and Russian. In the case of the issue of non-governmental equity securities denominated in foreign currency, the prospectus for the issue of non-governmental equity securities is additionally submitted to the authorized body in English.

9. The requirements of this article do not apply to bonds with a maturity of no more than twelve months, non-government bonds subject to private placement.

The Law of the Republic of Kazakhstan dated July 2, 2003 No. 461.

 This Law regulates public relations arising in the process of issuing, placing, circulating and redeeming equity securities and other financial instruments, the specifics of the creation and operation of securities market entities, defines the procedure for regulating, controlling and supervising the securities market in order to ensure the safe, open and effective functioning of the securities market, and the protection of investors' rights. and holders of securities, fair competition of securities market participants.

President

Republic of Kazakhstan

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