Disclosure of securities - Commercial law

Disclosure of Securities

Information disclosure is understood as providing its accessibility to all persons interested in it, regardless of the purpose of obtaining this information in accordance with the procedure guaranteeing its access and receipt.

In case of registration of the securities prospectus, the issuer must provide access to the information contained in the securities prospectus. In this case, the information is disclosed in the form:

o quarterly report of the issuer of equity securities;

o reports on material facts (events, actions) affecting the issuer's financial and business activities.

The quarterly report shall contain information whose composition and scope comply with the requirements of the Law on the securities market, presented to the securities prospectus, with the exception of information on the procedure and conditions for the placement of equity securities. The quarterly report shall be submitted to the registering body not later than 45 days from the date of the end of the reporting quarter.

Information on significant facts affecting the issuer's financial and business operations, in particular, is acknowledged as:

o on the reorganization of the issuer, its subsidiaries and affiliates;

o facts that resulted in a one-time increase or decrease in the value of the issuer's assets by more than 10%, facts that resulted in a one-time increase in the issuer's net profit or net losses by more than 10%, facts of single-entry transactions of the issuer, which is 10% or more of the issuer's assets as of the transaction date;

o accrued and (or) paid income on the securities of the issuer;

o on the stages of the procedure for the issue of equity securities, on the suspension and resumption of the issue, on the recognition of the issue (additional issue) of equity securities as invalid or invalid;

o to include in the register of shareholders of the issuer a shareholder owning at least 5% of the issuer's ordinary shares, as well as any change in which the share of such shares owned by this shareholder has become more or less 5, 10, 15, 20, 25 , 30, 50 or 75% of the outstanding ordinary shares;

o the date of register closure, the timing of the issuer's obligations to the owners, decisions of general meetings.

Announcements on material facts should be sent by the issuer to the federal executive body for the securities market or its authorized body, and also be published by the issuer no later than five days after the occurrence of these facts in printed mass media distributed by circulation accessible to the majority of owners of the issuer's securities.

A relatively new way of disclosing information by securities issuers is to publish various messages and documents on the Internet. For these purposes, the issuer can use its own page or other site. When publishing information on the Internet, the issuer is obliged to provide free and easy access to such information, as well as to inform, at the request of interested persons, the addresses of the pages on which the information is published.

In case of an open subscription, the issuer is obliged to publish a notice on the state registration of the issue (additional issue) of equity securities, specifying the procedure for access of any interested persons to the information contained in the securities prospectus in a printed mass media outlet distributed by at least 10 thousand copies. In the case of a closed subscription accompanied by the registration of a securities prospectus - in a printed mass media outlet distributed by at least one thousand copies.

Issuers whose securities are included in the quotation list on the stock exchange are required to publish in the newsline press releases on decisions taken by management bodies and subject to disclosure. Such press releases shall be published no later than one day after the date of the meeting of the management body at which the relevant decision was taken.

In some cases, the owner of ordinary shares is required to disclose information about his ownership of these securities of any issuer. Such cases are considered, if it:

o acquired 5% or more of the total number of outstanding ordinary shares;

o carried out an operation (for sale and purchase), as a result of which the proportion of its ordinary shares became more or less 5,10,15, 20, 25,30,50 or 75% of the placed ordinary shares.

The owner discloses the specified information (containing the name or the name of the owner, the type and state registration number of securities, the issuer's name, the number of securities held by him) no later than five days after the relevant actions by notifying the issuer of these shares and the federal executive authority for the market securities.

A person acquiring a large stake in a joint-stock company in accordance with the JSC Law, whose securities are circulating at the auctions of stock exchanges and (or) other trade organizers on the securities market, on the basis of a voluntary or mandatory offer, must disclose:

o information on the direction of a voluntary or mandatory proposal to the federal executive body for the securities market;

o content of a voluntary or mandatory offer.

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