Law Amending The Law On Public Offering Of Securities

Original Language Title: Закон за изменение и допълнение на Закона за публичното предлагане на ценни книжа

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Name of law
Law amending the Law on Public Offering of Securities




Name Bill
Bill amending the Law on Public Offering of Securities





Date of adoption
18/12/2012



Number / year Official Gazette
103/2012







DECREE № 455
Pursuant to Art. 98 pt. 4 of the Constitution of the Republic of Bulgaria
DECREE:
To be published in the "Official Gazette" Law amending the Law on Public Offering of Securities accepted by HLI National Assembly on December 18, 2012 .
Released in Sofia on December 21, 2012
President of the Republic: Rosen Plevneliev
stamped with the state seal.
Minister of Justice Diana Kovacheva

Law amending the Law on Public Offering of Securities (prom. SG. 114 of 1999 .; amend., SG. 63 and 92 2000, pcs. 28, 61, 93 and 101 of 2002, pcs. 8, 31, 67 and 71 of 2003, SG. 37 of 2004, pcs. 19, 31, 39, 103 and 105 in 2005, pcs. 30, 33, 34, 59, 63, 80, 84, 86 and 105 of 2006, pcs. 25, 52, 53 and 109 of 2007, pcs. 67 and 69 2008, pcs. 23, 24, 42 and 93 of 2009, pcs. 43 and 101 in 2010, pcs. 57 and 77 of 2011, pcs. 21 and 94 of 2012) | || § 1. In art. 1, para. 1 pt. 2 finally added "and the Fund for Compensation of Investors."
§ 2. In art. 77b creates par. 5:
"(5) The claims of the clients of the firm are considered filed and recorded automatically by the trustee in the list of art. 686, para. 1 pt. 2 of the Commerce Act. "
§ 3. In art. 77d make the following changes and additions:
1. A new paragraph. 3:
"(3) The Commission shall exercise control over the activities of the fund. Checks are carried out by officials from the administration of the commission designated by the President. "
2. A new paragraph. 4:
"(4) The Fund shall, upon request, provide the Committee all information and documents relating to its business."
Third. Former para. 3 becomes para. 5.
4. Former para. 4 becomes para. 6 is amended as follows:
"(6) The National Audit Office audited the Fund for Compensation of Investors."
§ 4. In art. 77f creates par. 9:
"(9) The relationship between the Fund and the board members shall be governed by contract for management. The contract is concluded in writing on behalf of the Fund by the Chairman or a person authorized by him. "
§ 5. In art. 77l, para. 1 the words "under Art. 77d para. 3 "are replaced by" Art. 77d para. 5 ".
§ 6. In art. 77m be made the following amendments:
1. A new paragraph. 8:
"(8) The amount of annual contributions due by an investment firm whose license to pursue business was withdrawn during that year, calculated in proportion to the time from the beginning of the year until the date of the decision to revoke the license, as the days in the year 360. "

2. Former para. 8, 9, 10, 11 and 12 become par. 9, 10, 11, 12 and 13.
§ 7. In art. 77y, para. 1 made the following amendments:
1. Point 1 is amended as follows:
"1. "Qualified investors" are: persons under Section I, art. 1, 2, 3 and 4 of the Annex Art. 36, para. 1 of the Markets in Financial Instruments Directive, and persons under Section II of the same application that on request, treated as professional clients or who are considered eligible counterparty under § 1, p. 29 of the Additional Provisions of the markets in financial instruments, except when they asked to be treated as retail clients; investment firms notify their classification on request (the criteria by which certain clients as qualified investors) the issuer without prejudice to the provisions of the Law on Protection of Personal Data and regulations for commercial secrecy. "
2. Created p. 10 and 11:
"10. "Key information" is essential and appropriately structured information provided to investors to enable them to understand the nature and risks associated with the issuer, a person guaranteeing securities and the securities offered to the public or be admitted to trading on a regulated market, and without prejudice to the principle that any decision to invest in the securities should be based on consideration of the prospectus as a whole by the investor to decide which offers of securities to be further examined; depending on supply and securities key information includes the following elements:
a) a brief description of the risks associated with the issuer and persons guaranteeing securities and their main features, including assets, liabilities and financial condition;
B) a short description of the main characteristics of the investment in the relevant security, including any rights, as well as the associated investment risk;
C) general terms of the offer, including estimated costs borne by the investor levied by the issuer or the offeror;
D) details of the admission to trading;
E) reasons for the offer and use of proceeds;
11. 'Company with reduced market capitalization "means a company whose securities are traded on a regulated market and which has an average market capitalization of less than € 100 million, based on the closing price on the last day, which has deals these securities of each calendar year from the previous three calendar years. "

§ 8. In art. 78a para. 1, p. 8, the words "is less than the equivalent of 50 million fc-Ro" is replaced by "within the European Union is less than the equivalent of 75 million euros."
§ 9. In art. 79 be made the following amendments:
1. In para. 1:
a) Section 2 is amended as follows:
"2. Securities are offered to fewer than 150 natural or legal persons in Bulgaria and in any single Member State who are not qualified investors; "
b) in item. 3 the number" 50000 "is replaced by" 100,000 ';
C) pt. 4 the number "50000" is replaced by "100 000";
D) Section 5 is amended as follows:
"5. the total value of the securities offered within the European Union is less than the equivalent of € 100,000, which shall be calculated over a period of 12 months. "
2. A new paragraph. 3:
"(3) The obligation to publish a prospectus does not apply to subsequent sale of securities or offering of securities to final investors by investment firms, provided that the prospectus has been published for the same securities for which requirements of Art. 92b, and the issuer or the person responsible for drawing up the prospectus is expressed in a written contract agreement to use it. "
Third. Former para. 3 becomes para. 4 and in it:
a) in item. 3, 'merger' are replaced by 'merger, consolidation, division or separation "
B) paragraphs 4 and 5 are amended as follows:
"4. dividends paid out to existing shareholders in the form of shares of the same class as the shares in respect of which such dividends are paid, provided that there is a document containing information about the reasons for the offer of shares, the number and type of rights them and how they exercise, the terms and conditions for the acquisition of shares and other details of the offer;
5. securities offered, allotted or to be allotted between the current and / or former members of the management or supervisory bodies and / or employees by their employer or a related person, provided that the registered office or registered office of the company - employer is located in the European Union provided that individuals are provided with a document containing information about the reasons for the offer of securities to the number and type of rights attaching to them and how their exercise, the conditions and procedures for acquisition of securities and other details of the offer; "
in) the item. 6:

"6. securities offered, allotted or to be allotted between the current and / or former members of the management or supervisory bodies and / or employees by their employer - a company based outside the European Union whose securities are admitted to trading on a regulated market or a market in a third country recognized as equivalent by the European Commission at the request of a competent authority of a Member State, provided that individuals are provided with sufficient information, including document according to pt. 5, at least in a language that is customary in the sphere of international finance. "
4. Former para. 4 becomes para. 5 and in it pt. 4 words "merger" is replaced by "merger, consolidation, division or separation."
5. Former para. 5 becomes para. 6.
§ 10. In art. 81, para. 4 Finally, 'or summary read the other parts of the prospectus does not provide key information to help investors in deciding whether to invest in such securities. "
§ 11. In art. 82 be made the following amendments:
1. In para. 1 to create second and third sentences: "The summary is drawn up in a common format for the purpose of comparability of the summaries of similar securities and presented in abridged form and without the use of specialized terminology key information in the language in which the prospectus was originally drawn. The format and content of the summary prospectus with providing adequate information about the main characteristics of the securities to help investors in deciding whether to invest in such securities. "
2. In para. 2 number "50000" is replaced by "100 000". 3
. Paragraph 5 shall be amended as follows:
"(5) It is estimated that the prospectus contains the relevant information under par. 1 and a reference to one or more previously or simultaneously published documents that have been confirmed or presented to the Commission under this chapter or Chapter Six "and" provided that the information in these documents is the most current known to the issuer, and is prepared comprehensive directory enabling investors to easily find the specific information to which it refers. The first sentence shall not apply with respect to the summary of the prospectus. "
4. A new paragraph. 7:
"(7) In preparing a prospectus in cases of art. 78a para. 2 issuer, offeror or person asking for admission of securities to trading on a regulated market may not include information about the person, guaranteeing securities if the securities are guaranteed by a Member State. "
5. Former para. 7 becomes para. 8.
§ 12. In art. 82a par. 2 is amended as follows:

"(2) In the cases under par. 1 document for securities contains updated information of the registration document when after the last update of the registration document contained therein substantially altered or new circumstances have arisen which could affect investors' assessments, unless that information is provided in supplementary prospectus pursuant to art. 85 para. 2. "
§ 13. Article 82b is repealed.
§ 14. In art. 84 para. 2 is amended as follows:
"(2) The issuer or offeror immediately announced in the Commission on the websites of the issuer where the securities are offered by him, and investment firms involved in the supply and said the disclosure in the commercial register and published in daily newspapers under Art. 92a. 2 extension under par. 1. "
§ 15. In art. 85 be made the following amendments:
1. In para. 2, first sentence after the words "commencement of trading on a regulated market" is added "depending on which of the circumstances arise later."
2. Paragraph 6 is amended as follows:
"(6) In the cases under par. 2, where the prospectus relates to the public offering of securities, the person who has subscribed for or purchased, securities before the publication of the supplement to the prospectus, may waive the securities within two working days or such longer period determined by the issuer or offeror of the publication of the Appendix, provided that specified in par. 2 new factor, mistake or inaccuracy arose before the completion of the public offering and delivery of securities. The deadline for exercising the right under the first sentence stated in the Appendix under par. 2. A waiver under the first sentence is carried out with a statement from the place where they were entered or bought the securities. "
§ 16. In art. 86 para. 3 is amended as follows:
"(3) If the base prospectus and appendices thereto do not include information about the final terms of the offering, the issuer, offeror or person asking for admission of securities to trading on a regulated market, provided that information available to the public pursuant to art. 92a. 5 presents it to committee and it was reported by the issuer to the competent authorities of the host countries in each separate offer in the shortest possible time and if possible, not later than the date of the offer or the admission of securities to trading on a regulated market. The final terms contain information relating to the securities note and can not supplement the base prospectus. In the cases of the first sentence, Art. 87a para. 1, first sentence. "
§ 17. In art. 89 para. 4 shall be amended as follows:

"(4) In the case under par. 3 issuer or offeror is required on the day of the announcement under Art. 84, para. 3 notify the bank of the outcome of the petition to publish on the website of the issuer where the securities are offered by him, and investment firms involved in offering an invitation to persons who have subscribed securities in which they announced terms and conditions return of raised funds, and said the call for disclosure in the register and publish it in daily newspapers under Art. 92a. 2. "
§ 18. In art. 92a be made the following amendments:
1. Paragraph 2 is amended as follows:
"(2) The notice under par. 1 is disclosed in the Commercial Register and published in at least two national dailies and on the websites of the issuer where the securities are offered by him, and investment firms involved in the supply, at least 7 days before the start date of the subscription or the beginning of the sale. "
2. In para. 5 is a second sentence: "In the event that the prospectus is made available to the public through publication in the press or through printed copies distributed in places where are offered for subscription or sale securities prospectus is published in electronic form on the Internet of the issuer or, if applicable, the financial institutions participating in the offering. "
§ 19. in art. 92b is amended as follows:
1. Paragraph 1 shall be amended as follows:
"(1) The prospectus is valid for 12 months after its approval for a public offer or admission to trading on a regulated market, provided that the requirements of Art. 85 para. 2. "
2. Paragraph 2 is amended as follows:
"(2) Registration Document under Art. 82, para. 3 pt. 1 presented in committee and confirmed valid for a period of 12 months. Registration document, updated in accordance with Art. 82a or art. 85 para. 2, together with the securities note and summary to it are considered valid prospectus. "
§ 20. In art. 92b para. 4, the words "the Commission shall immediately notify" are replaced by "Concurrently with sending the certificate to the competent authorities of the receiving State shall notify the Commission."
§ 21. In art. 92g para. 4 number "50000" is replaced by "100 000".
§ 22. In art. 92z, para. 2 after the word "implemented" insert "compulsory administrative" and the word "concerned" is replaced by "interested."
§ 23. In Chapter Six title of Section V shall be amended as follows: "Particular requirements for the initial public offering and admission to trading on a regulated market in bonds."
§ 24. In art. 100a be made the following amendments:
1. In para. 1:

A) a new second sentence: "An issuer of covered bonds not offered under the Public Offering and which is provided for in the terms of issue admitted to trading on a regulated market of securities is obliged to conclude a contract with trustee of bondholders within 7 days from holding of the first general meeting of bondholders. "
B) current second sentence becomes the third sentence.
2. A new paragraph. 2:
"(2) The trustee shall be determined by the choice of the issuer. General Meeting of Bondholders approve a proposed issuer at least two candidates for trustee, accompanied by draft contracts and consent of the candidates for trustee, the first general meeting of bondholders if the trustee is not specified in the offer to subscribe for bonds offered not in terms of the public offering and which is provided for in the terms of issue admitted to trading on a regulated securities market, respectively gives prior consent to change the trustee. "
third. Former para. 2, 3, 4 and 5 shall become para. 3, 4, 5 and 6.
4. Former para. 6 becomes para. 7 and it creates the third sentence: "right out loud is exercised by persons registered with the Central Depository as bondholders, five days before the general meeting."
§ 25. In art. 100b be made the following amendments:
1. In para. 1:
a) in the text before item. 1 after the words "The prospectus for the bond issue" a comma and added "and the proposal of art. 205, para. 2 of the Commercial Code, when offered bonds offered not subject to the public offering and which is provided for in the terms of issue admitted to trading on a regulated securities market ";
B) the item. 4:
"4. conditions and procedures for making changes to the conditions under which the bonds were issued, including requirements for quorum and majority acceptance of the changes by the general meeting of bondholders. "
2. In para. 3 text before item. 1 is amended as follows: "In cases where the issuer has not concluded a contract with the bondholders' trustee, he must submit to the regulated market where bonds are traded, and the Commission quarterly report on compliance with the conditions of the debenture loan within 30 days of the end of each quarter, respectively, within 60 days of the end of each quarter - for issuing prepare consolidated accounts, which has undertaken to comply with financial indicators on a consolidated basis. The report contains information on: ".
§ 26. In art. 100d par. 2 made the following amendments:
1. A new item. 3:

"3. to which the issuer or economically related person within the meaning of § 1, para. 1, p. 5 of the additional provisions of the Law on Credit Institutions has conditionally or unconditionally obligation under the credit agreement or issued by the bank guarantee; ".
2. Previous item. 3 becomes item. 4.
§ 27. In art. 100f par. 1 made the following amendments:
1. Point 2 is amended as follows:
"2. to provide the bondholders' trustee within 30 days of the end of each quarter and issuer prepare consolidated accounts, which has undertaken to comply with financial indicators on a consolidated basis - within 60 days of the end of each quarter, a report on fulfillment of obligations under the terms of the bond issue, including the spending of funds from the bond issue for the specified financial performance and condition of the collateral. "
2. In item. 3 creates letters "c" and "d":
"in) any circumstance which may adversely affect the fulfillment of obligations of the issuer in the bond issue;
D) any committed interest and principal payment on bonds issued by the issuer presents relevant evidence to date and the amount of the payments. " 3
. A pt. 4:
"4. under the conditions specified in the contract and at the request of the bank trustee to supply any other information specified in the contract or required by the bank trustee to fulfill its obligations, as in the absence of any contractual deadline for providing the information it is provided within three working days of the request by the bank trustee. "
§ 28. in art. 100g be made the following amendments:
1. In para. 1:
a) point 1 is amended as follows:
"1. to analyze the financial statements of the issuer within 14 days after the announcement, as well as to assess the impact of disclosure by issuers regulated information for circumstances affecting its financial condition within 7 days of its notification in view of ability the issuer to meet its obligations to bondholders; "
b) a new item. 2:
" 2. in establishing the deteriorating financial condition of the issuer within three working days of the expiry of the analysis under item. 1 to request information and evidence taken measures to ensure fulfillment of the obligations of the issuer of the bond issue; "
in ) the previous item. 2 becomes item. 3 and in it:

Aa) the text before letter "a" is changed to "within 30 days of submission of the report under Art. 100f par. 1 pt. 2, respectively, of the deadline for submission of the report if it was not submitted in time to present to the regulated market where bonds are traded, and the committee report for the past period, containing information under Art. 100b para. 3 as well as information on: ';
Bb) the new "c":
"in) measures taken by the issuer in accordance with paragraph. 2;"
cc) previous letters "c" and "d" become letters "d" and "e";
D) the previous items. 3 and 4 become items. 4 and 5;
E) the item. 6:
"6. to ensure timely execution of payments due on the bond issue in the amount fixed ';
A) the item. 7:
"7. within 14 days from the deadline for submission of the report under Art. 100f par. 1 pt. 2, if it is not presented in time to present to the regulated market where bonds are traded, and committee information for this. "
2. In para. 3 is a second sentence: "The central depository shall provide the book of bondholders at the request of the trustee who represents them."
§ 29. In art. 100i be made the following amendments:
1. In para. 1 a second sentence: "In case of failure of the initial public offering of a bond issue which provided collateral and after payment of the obligations of the issuer secured bond issue trustee is obligated to consent to the deletion of collateral within three days request of the issuer or a third party, such security. "
2. Paragraph 3 is amended as follows:
"(3) Where the collateral, and if it is established before the conclusion of the contract - immediately after its conclusion, and in the terms established in the contract, but at least once a year and under circumstances in which it can be considered that the value of collateral has decreased by at least 5 percent, the bank trustee assigned to the expense of the issuer of experts with the necessary qualifications and experience evaluation of pledged and mortgaged property at market price. "
§ 30. In art. 100k be made the following amendments:
1. In para. 1 finally put a comma and added "are not admitted to trading on a regulated market in a Member State".
2. In para. 2 pt. 1, letter "a" Subletter "bb" is amended as follows:
"bb) for an issuer from a third country - Member State determined in accordance with Art. 77y, para. 1, p. 6 letter "c". "
§ 31. In art. 100m, par. 1, first sentence, the words "this chapter" are replaced by "this Act".
§ 32. In art. 100o, para. 4 pt. 1 finally put a comma and added "compiled under applicable accounting standards."
§ 33. In art. 100r be made the following amendments:

1. In para. 1 pt. 2 around the number "50000" is replaced by "100 000".
2. A par. 3:
"(3) Outside the cases under par. 1, p. 2 the provisions of Art. 100n and 100n shall not apply to issuers who issue only debt securities with a par value of not less than € 50,000, or in the case of debt securities denominated in a currency other than the euro, with nominal value at the date of issue no less than the equivalent of € 50,000 which are admitted to trading on a regulated market in the European Union before 31 December 2010 "
§ 34. in art. 100u be made the following amendments:
1. In para. 5 around the number "50000" is replaced by "100 000".
2. A par. 6:
"(6) Paragraph. 5 apply in respect of debt securities with a par value of at least the equivalent of € 50,000 or in case of debt securities with a nominal value in a currency other than the euro - with a par value at the date of issue not less than the equivalent of € 50,000 that are admitted to trading on a regulated market in one or more Member States before 31 December 2010 "
§ 35. in art. 100w be made the following amendments:
1. In para. 1, first sentence finally put a comma and added "as well as the minutes of the general meeting of bondholders within three working days of its holding."
2. In para. 4 number "50000" is replaced by "100 000". 3
. A new paragraph. 5:
"(5) The selection under par. 4 shall also apply to holders of bonds with a par value of at least the equivalent of € 50,000 or equivalent in another currency in which they are denominated bonds on the date of their issue which are admitted to trading on a regulated market European Union before 31 December 2010, subject to the requirements of par. 4. "
4. Former para. 5 becomes para. 6.
5. Former para. 6 becomes para. 7 and the words "Paragraphs 1-5" are replaced by "Paragraphs 1-6."
§ 36. In art. 100yu be made the following amendments:
1. A new paragraph. 3:
"(3) The powers under par. 1, p. 1, 2, 4-7 and 9 shall be exercised by the Vice-President under Art. 213. "
2. Former para. 3 becomes para. 4 and the words "coercive measures" are replaced by "coercive administrative measure".
§ 37. In art. 109a is amended as follows:
1. Paragraph 1 shall be amended as follows:
"(1) The settlement of transactions in financial instruments within the meaning of Art. 3 of the Markets in Financial Instruments to create and operate systems with settlement finality in the sense of Art. 78a of the Law on Payment Services and Payment Systems, hereinafter referred to as "systems". "
2. In para. 3 word "withdrawn" is replaced by "set aside".
§ 38. In art. 110 made the following amendments:

1. In para. 6, second sentence finally added "within 7 days of its occurrence."
2. In para. 9, p. 2 the words "regulated market" is replaced by "a regulated market to which it is permitted emission of the same class."
§ 39. In art. 110c be made the following amendments:
1. The previous text becomes para. 1.
2. A par. 2:
"(2) The public company shall establish and maintain their own website. Companies that were not public, perform the task of creating a website within three months of acquiring the quality of a public company. "
§ 40. In art. 112 made the following amendments:
1. A new paragraph. 3:
"(3) The requirement of para. 2 shall not apply in the capital increase of a public company, which have the right to participate only members of the management and / or supervisory authority and / or its employees. Capital of a public company may not be increased under the first sentence by more than 1 percent within a year, can not be carried out successive capital increases in this way exceeding 3 percent of the capital, regardless of the period elapsing between them if not taken place in the meantime successful capital increase under par. 2, whereby the registered capital was increased by at least 10 percent. At no time issued under the first sentence of shares may not exceed 5 percent of the capital of a public company. Decision to increase the capital under the first sentence can only be taken by the general meeting of shareholders of the public company. "
2. Former para. 3 and 4 shall become par. 4 and 5.
§ 41. In art. 112b creates par. 13:
"(13) The public company may issue rights shares subscribed in the period between completion of the subscription to the issuance of new shares subscribed in capital increase, under conditions and procedures specified by ordinance. Public company stated in the prospectus for the capital increase plans for issuing rights shares subscribed, the risks associated with them, and terms and conditions for issue and transfer them. "
§ 42. In art. 112c words "Art. 112, para. 4 "are replaced by" Art. 112, para. 5 ".
§ 43. In art. 112e, the first sentence after the words "at the end of each month," added "to the 10th day of the month following the month".
§ 44. In art. 113, para. 2 pt. 1 the words "imposed compulsory" are replaced by "coercive administrative."
§ 45. In art. 114 made the following amendments:
1. In para. 1:

A) the text before item. 1 is amended as follows: "The persons who manage and represent a public company, including individuals - representatives of a legal person who is a member of the governing body of a public company, without being expressly authorized to do so by general meeting of the public company may not engage in transactions resulting in ";
B) in Item. 1:
aa) the text before letter "a" word "fixed" is deleted;
Bb) in letter "b" word "concerned" is replaced by "interested";
C) in item. 2 everywhere the word "interested" is replaced by "interested";
D) in item. 3 words "over 10 percent" are replaced by "over 50 percent" and the word "interested" is replaced by "interested";
E) up to m. 4, 5, 6 and 7:
"4. company involved in the formation or increase in capital of a company or make additional cash contributions in company with total assets of more than ten percent of the lower value of assets according to the latest audited or last prepared balance sheet of the public company;
5. company involved in the formation or increase of the capital of other companies or make additional cash contributions in companies with total assets of below under p. 4, if the total value within a calendar year exceeds the value of item. 1 point "a";
6. transfer business of the company or transfer rights, obligations or de facto relationships as separate commercial enterprise;
7. company transfers, for use or as collateral subsidiary total assets of more than ten percent of the lower value of assets according to the latest audited or last prepared balance sheet of the public company. "
2. Paragraph 2 is amended as follows:
"(2) Transactions public company with participation of stakeholders other than those specified in par. 1 shall be subject to prior approval by the governing body of a public company. "
Third. A new paragraph. 3:
"(3) The persons who manage and represent a non-public company which is a subsidiary of a public company, including the representatives of a legal person who is a member of the governing body of such a company, without prior approval by the governing body of public company may not engage in transactions as a result of which the subsidiary:
1. transferred for use or as collateral in any form fixed assets and participate in the formation or increase in capital of a company or make additional cash contributions in company with total assets of more than:

A) one-third of the lower value of assets according to the latest audited or last prepared balance sheet of the subsidiary;
B) two percent of the lower value of assets according to the latest audited or last prepared balance sheet of the subsidiary when transactions involving stakeholders;
2. involved in the formation or increase in capital of a company or make additional cash contributions in company with assets exceeding the thresholds under item. 1. "
4. Former para. 3 becomes para. 4 and in it:
a) in the first sentence after the dash insert "the higher between the market price and";
B) a new second sentence: "Market price under the first sentence is the price determined pursuant to assess the independent expert has the necessary qualifications and experience."
In) a new third sentence: "The value of the property subject to transactions under par. 3, is a highest value in the last audited or last prepared balance sheet of the subsidiary. "
D) current second sentence becomes the fourth sentence;
E) current sentence becomes the third sentence of the fifth and amended as follows: "When the subject of the transactions under par. 1 and 3 have securities admitted to trading on a regulated market, they are valued at the current market price in the case of the purchase, and in other cases - at market price if it is higher than the value in the last audited financial statements company. "
5. Former para. 4 becomes para. 5 and in it in the first sentence the words "under par. 1 "is replaced by" under par. 1, p. 1-4, 6 and 7 and par. 3 "and the second sentence after the words" approval by the general meeting of shareholders "a comma and added" respectively transactions under par. 3 - by the governing body of the public company "and the words" under par. 1 "is replaced by" under par. 1 and 3 ".
6. Former para. 5 becomes para. 6 is amended as follows:
"(6) Interested persons are members of the management and supervisory bodies of a public company, people - representatives of legal entities, members of such bodies, his procurator, persons who directly and / or indirectly at least 25 percent of the votes at the general meeting of the company or control it, and transactions of subsidiary - members of management and supervisory bodies, individuals - representatives of legal entities, members of such bodies, his procurator, persons directly and / or indirectly hold at least 25 percent of the votes at the general meeting of the company, other than a public company and related parties when they:
1. party, its representative or agent in the transaction or for the benefit transactions are conducted or actions or

2. hold, directly and / or indirectly at least 25 percent of the votes in the General Assembly or controlled entity which is a party or an intermediary in the transaction or in whose favor the transactions are conducted or actions; 3
. members of management or supervisory bodies, representatives of legal entities, members of such bodies or procurators of a legal person under item. 1 and 2. "
7. Former para. 6 becomes para. 7.
8. Former para. 7 becomes para. 8 and the words "under par. 6 para. 1 and 2 "are replaced by" under par. 7, p. 1 and 2 ".
9. Former para. 8 becomes para. 9 and amended as follows:
"(9) Paragraph. 1 and 3 do not apply where:
1. of transactions carried out in the course of ordinary business of the company, including contracts for bank loans and collateral, unless they involve stakeholders, except for transactions under p. 2;
2. transactions under par. 1 pt. 4 and 5, committed in the course of ordinary business of the company when the transaction is in favor of a subsidiary and does not exceed the threshold under par. 1, p. 1, letter "a"; 3
. lending of a holding company and provision of deposits by a subsidiary on terms less favorable than market terms;
4. when there is a joint venture agreement under Section III of this chapter. "
10. Former para. 9 becomes para. 10 and the words "under par. 8 pt. 1 "is replaced by" under par. 9, p. 1 ".
11. Former para. 10 becomes para. 11 and the words "para. 1-9 "is replaced with" para. 1-10. "
12. Former para. 11 becomes para. 12 and the words "para. 8 pt. 2 "is replaced with" para. 9, p. 3 ".
§ 46. In art. 114a be made the following amendments:
1. A new paragraph. 3:
"(3) The governing body of the subsidiary to the management body of the public company request for approval under Art. 114, para. 3, as well as information on the appropriateness and material terms of the transaction, including parties, subject, amount, term and participation of stakeholders and their respective balance sheets, the values ​​of which are used in determining whether the shift of the threshold of art. 114, para. 3. If the disclosure of certain information about the transaction could lead to significant harm to the subsidiary data are not included in the information under the first sentence and that fact must be disclosed. The public company shall notify the Commission of the request and shall make the documents and information within 4 working days of receipt. "
2. Former para. 3 becomes para. 4 and in it, in the second sentence the words "under Art. 114, para. 2 "is replaced by" Art. 114, para. 2 and 3 ". 3
. Former para. 4 becomes para. 5.
4. Former para. 5 becomes para. 6 is amended as follows:

"(6) The decision under par. 4 should indicate the essential terms of the transaction, including the time, countries subject and value, in whose favor the transaction is effected. If the decision does not indicate a specific counterparty to the transaction, the calculation for the purposes of Art. 114, para. 1 and 3 are made using the thresholds for transactions involving stakeholders. The decision may not indicate a particular value of the transaction, provided that the specified minimum and maximum value, in which case the calculation for the purposes of Art. 114, para. 1 and 3 shall be the maximum value. "
5. A par. 7:
"(7) The public company is obliged to disclose under the terms and conditions of Art. 100s para. 1 and 3 transactions under Art. 114, para. 3 to 7 days of learning about them. "
§ 47. In art. 114b para. 1, p. 3 the word "interested" is replaced by "interested."
§ 48. In art. 115, para. 4, first sentence the words "under Art. 223, para. 4 of the Commerce Act "is replaced by" under par. 2 ".
§ 49. In art. 116a make the following additions:
1. In para. 4, the second and third sentences: "The documents under the first sentence of the written materials for the general meeting, whose agenda is provided for election of members of the board of directors or supervisory board. Persons under sentence confirms the correctness of the information provided in the previous sentence document of the General Assembly, which has proposed their choice. "
2. A par. 5:
"(5) In the selection of independent members of the board of directors or the supervisory board of the public company in the capital represented at the general meeting including the shares held by persons under par. 2 pt. 1-5, if the meeting is not present and not represented other shareholders. "
§ 50. In art. 116b creates par. 3:
"(3) The members of the governing body of a public company are required to:
1. exercise ongoing monitoring of compliance with Art. 114, para. 3 and art. 114a para. 3, the activities of subsidiaries of public companies; concerning the obligation under the first sentence represent a public company is obliged to provide the presentation of relevant information by the subsidiary as well as information on all transactions under Art. 114, para. 3 to 5 days of their conclusion;
2. submit to the committee the minutes of the governing body of a public company, objectifying ovlastitelnite decisions Art. 114, para. 2 and 3 within 4 working days from the date of the meeting. "
§ 51. In art. 116c be made the following amendments:
1. A new paragraph. 5:

"(5) Within 7 days from the submission of the guarantee for their management persons under par. 1 shall submit to the committee a document issued by the bank under par. 4 stating that the blocking of the securities is made under par. 2 - 4. Bank under par. 4 document issued at the request of the importer of the guarantee. "
2. Former para. 5 and 6 become par. 6 and 7.
3. Former para. 7 becomes para. 8 and the words "regular annual" shall be deleted and the words "previous year" a comma and add "adopted by the annual general meeting of shareholders."
4. Former para. 8 becomes para. 9, and the words "Paragraphs 1-7" are replaced by "Paragraphs 1-8."
§ 52. In art. 116d par. 1 to create second and third sentences: "Companies that were not public, fulfill their obligation under the first sentence within three months from the acquisition of quality public company. Upon termination of employment of the Director of Investor Relations Management Authority appoints new Director of Investor Relations within two months. "
§ 53. In art. 119 made the following amendments:
1. In para. 1:
a) the text before item. 1 is amended as follows: "The Company of art. 110, para. 1 ceases to be public by the decision of the Vice-President for removal from the register kept by the Commission if: ";
B) a new item. 2:
"2. general meeting of the company which was attended by all shareholders unanimously decided to write off his. "
2. A new paragraph. 2:
"(2) The Company became public as a result of reorganization through separation can not be written off on the basis par. 1 pt. 2, unless the reason is there and transformed public company. "
Third. Former para. 2 becomes para. 3.
4. Former para. 3 becomes para. 4 in her first sentence is amended as follows: "The application for removal from the register kept by the Commission, the company stated transactions and activities that have contributed significantly to the drop in the number of shareholders and the value of the company's assets under the thresholds under par. 1, p. 1. "
5. Former para. 4, 5, 6 and 7 become par. 5, 6, 7, new para. 8.
§ 54. In art. 124, para. 1 finally added "before making a decision under Art. 262o of the Commercial Code ".
§ 55. In art. 125 made the following amendments:
1. A par. 1:
"(1) The Vice-President shall rule on the application under Art. 124, para. 2 within 20 working days of receipt, and when requested additional information and documents - in the same months of receiving them. "
2. The previous text becomes para. 2.
§ 56. In art. 127, para. 1 and 2 over the words "securities" are replaced by "financial instruments".

§ 57. In art. 129, para. 4 pt. 1 finally put a comma and added "containing operating rules of the system with settlement finality on which the Central Depository System Operator."
§ 58. In art. 132, para. 3 words "securities" are replaced by "financial instruments".
§ 59. In art. 133, para. 1, 2, 3 and 5 over the words "securities" are replaced by "financial instruments".
§ 60. In art. 135, para. 1 everywhere the words "securities" are replaced by "financial instruments".
§ 61. In art. 136 made the following amendments:
1. In para. 1 everywhere the words "securities" are replaced by "financial instruments".
2. In para. 2 words "securities" are replaced by "financial instruments" and a second sentence: "The Central Depository may open and maintain other types of records and accounts, if so provided in-laws, subject to the requirements set by ordinance . "
third. In para. 3 everywhere words "securities" are replaced by "financial instruments".
4. In para. 5 words "securities" are replaced by "financial instruments".
§ 62. In art. 137 everywhere the words "securities" are replaced by "financial instruments".
§ 63. In art. 138, para. 1 and 2 "securities" are replaced by "financial instruments".
§ 64. In art. 146, para. 1, p. 8 the word "proxy" is replaced by "representative".
§ 65. In art. 148B, para. 2 after the word "forced" insert "administrative".
§ 66. Article 148g is amended as follows:
"Art. 148g. For the purposes of this section "connected persons" are those based on explicit or implicit, written or verbal agreement with the offeror or the company - subject of a tender offer aimed at acquiring control of a public company or impeding the successful completion of the tender offer. Persons controlled by another person within the meaning of § 1, p. 44 of the Additional Provisions are considered to be related to that person and with each other and with persons with whom controlling them face related in § 1, p. 13 letters "c" and "d" of the additional provisions. Related parties are persons under § 1, p. 13 letters "c" and "d" of the additional provisions. "
§ 67. In art. 149 be made the following amendments:
1. In para. 1:
a) the text before item. 1 is amended as follows: "A person who acquires directly or through affiliates more than a third of votes at the general meeting of a public company in which no person or persons having direct or through related persons over 50 percent of votes in the general Assembly is required within 14 days of acquisition, respectively within one month of entry in the commercial register of the transformation or reduction of capital when crossing the threshold as a result of conversion or a result of cancellation of shares ";
B) in item. 2 the words "50 percent" are replaced by "one third".

2. In para. 2 pt. 1 and 2 the words "50 percent" are replaced by "one third". 3
. Paragraph 6 is amended as follows:
"(6) The obligation under par. 1, p. 1 occurs and a person who acquires directly, through related persons or indirectly under par. 2 more than 50 percent of the votes at the general meeting of a public company, and a person who acquires directly, through related persons or indirectly under par. 2 more than two thirds of the votes at the general meeting of a public company, unless within 14 days of acquiring person transfers the necessary number of shares so that it holds directly, through related persons or indirectly under par. 2 less than 50 per cent, respectively less than two thirds of the votes. Paragraphs 3, 4 and 5 shall apply accordingly. "
4. Paragraph 7 is amended as follows:
"(7) If a person goes simultaneously more than one set in par. 1 and 6 thresholds or within the period under par. 1 after passing the lower threshold pass other than those specified in par. 6 thresholds shall register one tender offer. The deadline for registration of a tender offer deadline is expiring soon, if it occurred obligation to submit a separate tender offers with the passage of each of the established thresholds. "
5. Paragraph 8 is amended as follows:
"(8) A person who holds directly, through related persons and / or indirectly under par. 2 more than one-third, but not more than two-thirds of the votes at the general meeting of a public company has the right to acquire, including through related persons or indirectly under par. 2 within one year shares with voting aloud in quantities greater than three percent of the total number of shares of the company, except as a result of the tender offer pursuant to Art. 149b. In breach of the requirement under the first sentence aloud rights are limited under par. 5 to publication of a tender offer under Art. 149b. Obligation under the first sentence does not arise for the person who passes the threshold as a result of the capital increase with rights issue. "
6. A new paragraph. 9:
"(9) Obligation under par. 6, respectively under par. 8 does not arise for the person occur within one year before crossing the threshold under par. 6, respectively under par. 8 tender offer under par. 1 or tender offer under par. 6, in the case of pass threshold of 50 percent of the votes at the general meeting of a public company or a tender offer pursuant to Art. 149b in which the proposal has been made to all shareholders, the price is determined in accordance with Art. 150, para. 7 and as a result of the tender offer person has acquired more than 50 percent of the votes at the general meeting of a public company as well as the person passed the threshold under par. 6, respectively under par. 8 result of such tender offer. "
7. A par. 10:

"(10) The obligation under par. 1 does not arise for the person that passed in par. 1 threshold as a result of a tender offer under Art. 149b complying. "
8. A par. 11:
"(11) Obligation under par. 6, in the case of cross a threshold of two-thirds of the votes at the general meeting of the public company does not occur for a person who passes the threshold as a result of the capital increase with the issue of rights if the capital increase is owned more than 50 percent of the votes the general meeting of a public company. "
9. Former para. 9 becomes para. 12.
§ 68. In art. 149a is amended as follows:
1. In para. 1, second sentence, the words "Article 149 par. 3, 4 and 9 "are replaced by" Article 149 para. 3, 4 and 12 ".
2. Paragraph 3 is amended as follows:
"(3) If the person under Art. 149, para. 1 and / or par. 6 in term of art. 149, para. 1, determined in accordance with Art. 149, para. 7, if necessary, acquired directly, through related persons or indirectly under Art. 149, para. 2, more than 90 percent of the votes at the general meeting of the public company, together with fulfillment of the obligation under Art. 149, para. 1 and / or par. 6 may exercise his right under par. 1, registering a tender offer. "
Third. Paragraph 5 shall be amended as follows:
"(5) Upon expiry of the term of art. 152, para. 1, respectively art. 153, para. 1, if within that period the Commission has not issued a ban, and 14 days after the deadline of the tender offer person under par. 1 is obliged upon request to purchase the shares of each shareholder. In this case, Art. 150, para. 6. "
§ 69. In art. 149b para. 1, second sentence, the words "par. 3, 4 and 9 "are replaced with" para. 3, 4 and 12 ".
§ 70. In art. 150 be made the following amendments:
1. In para. 4 words "para. 9 "is replaced with" para. 12 ".
2. In para. 7:
a) in item. 2 finally added "before registration of the offer or before the date on which later had to fulfill the obligation under Art. 149, para. 1 or 6, if the tender offer is not registered by this date and this price is higher than the weighted average market price of the shares for the last three months before registration of the proposal ";
B) in item. 3, first sentence the words "before registration of the proposal" a comma and added "respectively before the date on which later had to fulfill the obligation under Art. 149, para. 1 or 6, if the tender offer is not registered by this date and this price is higher than the highest price per share paid by the same persons in the last 6 months before the registration of the offer. " 3
. A new paragraph. 9:

"(9) In calculating the highest price per share paid by the offeror, its related entities or persons under Art. 149, para. 2, in the case of shares acquired in a capital increase to issue price per new share is added the highest paid by the offeror of its related entities or persons under Art. 149, para. 2 price of rights to participate in a capital increase if such rights were purchased by the offeror of its related entities or persons under Art. 149, para. 2 to participate in the capital increase. "
4. Former para. 9, 10 and 11 become par. 10, 11 and 12.
§ 71. In art. 151 made the following amendments:
1. Paragraph 1 shall be amended as follows:
"(1) The tender offers are registered with the Commission and may be published if, within 20 working days Commission does not issue a temporary ban. The non-resolution of the commission within the terms of the first sentence is considered as a tacit confirmation of the tender offer. "
2. In para. 4 finally put a comma and added "and promptly disclose information about the received proposal and essential conditions on it pursuant to Art. 100 tons. "
§ 72. In art. 152 is amended as follows:
1. In para. 1, first sentence number "14" is replaced by "20" and the second sentence is deleted.
2. Paragraph 4 is amended as follows:
"(4) The person removed these deficiencies or irregularities or submit additional information and documents within 20 working days of receipt of the communication. With respect to the corrected tender offer, Art. 151, para. 3. "
§ 73. In art. 153 par. 1 is amended as follows:
"(1) If, within 20 working days of receipt of the requested documents Commission does not issue a definitive ban on the publication of the offer, the offeror may publish it."
§ 74. In art. 154 par. 1 is amended as follows:

"(1) Within three days of the expiry of art. 151, para. 1, respectively art. 153, para. 1 offeror published in two national dailies tender offer and the opinion of the management body of the company on the acquisition, if it is granted, and provide the said documents finalized the public company and the regulated market on which the shares are admitted to trading. In the period under sentence offeror must provide a tender offer to the representatives of their employees and employee representatives of the company - subject of a tender offer or employees when there are no such representatives. The public company, investment intermediary under Art. 149, para. 12 and the regulated market on which the shares of the public company are admitted to trading, announced tender offer and the opinion of the governing body of a public company on their website for the duration of its acceptance by the public company disclosure and performed pursuant to Art. 100s para. 3. An ordinance can be provided with additional requirements for disclosure of information under the first sentence. "
§ 75. In art. 155, para. 4 words "para. 11 "shall be replaced with" para. 12 ".
§ 76. In art. 157a is amended as follows:
1. In para. 1, second sentence, the words "and 9" are replaced by "and 12".
2. Paragraph 7 is amended as follows:
"(7) The transfer of shares and payment of the price take place simultaneously within 7 working days of publication of the offer."
§ 77. In art. 212 par. 8 and 9 are canceled.
§ 78. In art. 213 is amended as follows:
1. In para. 1 comma after the words "under Art. 212, para. 1, p. 5, 6 and 7 "and the words" as well as art. 212, para. 8 "are deleted.
2. In para. 4 comma after the words "under Art. 212, para. 1, p. 1-4, 8 and 9, "the words" as well as art. 212, para. 9 ", the comma after the words" under Art. 212, para. 1, p. 5, 6 and 7 "and the words" as well as art. 212, para. 8 "are deleted.
§ 79. In art. 221 be made the following amendments:
1. In para. 1:
a) t. 1, 'amounting to 200 "are replaced by" the amount of 500 ";
B) Section 2 is amended as follows:
"2. Article 77b para. 4, Art. 77f, para. 7 Art. 81, para. 1, Art. 84, para. 2, 3 and 4, Art. 85 para. 5, Art. 86, para. 2 and 3, Art. 89, para. 3, Art. 92a. 2, 5, 6 and par. 7, first sentence, Art. 92d para. 1, 3 and 4, Art. 100a para. 2, Art. 100f art. 100g par. 3, Art. 100i Art. 100k para. 3, Art. 100o, 100o, Art. 100p para. 2 and 3, Art. 100c, 100s 100t, art. 100x, para. 3 and 5, Art. 100w para. 1, 2, 3, 5, 6 and 7, Art. 100ch para. 2 and 3, Art. 110, para. 6, second sentence, and paragraph. 9 Art. 110c art. 111, para. 6, first and second sentences, Art. 111a para. 1-3, art. 112b. 12, art. 115, para. 1, first and second sentences, paragraphs. 2, 4, 5, 6, 7 and 9, Art. 115b para. 2 and 5, Art. 115c, par. 2 and 3, Art. 115g para. 3, 5 and 7, Art. 116, para. 3, 5-7 and 11, Art. 116a art. 116c, par. 2, 4 and 5, Art. 117, art. 120a para. 1-3, art. 122, para. 3, Art. 142, art. 151, para. 3-6, art. 151a para. 4, Art. 154, para. 1 and 3, Art. 155, para. 5, Art. 157, art. 157a para. 7 is punishable by a fine of 1,000 to 2,000 lev .; "
c) point 3 is amended as follows:

"3. to Article 77a para. 3 and 4, Art. 77d Art. 77m, para. 1, 2, 4 and 12, Art. 77r, art. 77ch, art. 80, para. 1 and 3, Art. 85 para. 1 and 2, Art. 89, para. 1, second sentence, and paragraph. 2 and 4, Art. 92a. 7, second sentence and paragraph. 8, Art. 92b para. 2 and 5, Art. 100a para. 1, 4, 6 and 7, Art. 100g par. 1 and 2, Art. 110, para. 3, Art. 111, para. 2, 5, 7 and 8, Art. 112b. 3, first sentence and paragraph. 8, Art. 112e, art. 115c, par. 5, Art. 116b, art. 116d par. 1, 3 and 5, Art. 119, para. 6, second sentence, para. 7 and 8, Art. 126, para. 2, Art. 126e, para. 4, Art. 126zh para. 1, Art. 127, para. 3 and 4, Art. 133, para. 1, second sentence, and paragraph. 3, Art. 135, para. 1, Art. 141, para. 1 and 2, Art. 145, para. 1 and 3, Art. 146, para. 1, Art. 148, para. 1-4 and 6, Art. 148a para. 1, Art. 148b, art. 148B, para. 1, Art. 149, para. 5 and § 7, para. 2 and § 10 para. 5 of the transitional and final provisions, shall be punished with a fine of 3,000 to 5,000 lev .; "
d) pt. 4 the words" Art. 114, para. 2 "are replaced with" Art. 114, para. 2 and 12 ", the words" Art. 114a para. 1 "are replaced by" Art. 114a para. 1, 3 and 6 ", the words" Art. 116a para. 3 "are deleted, the words" Art. 150, para. 9 "are replaced by" Art. 150, para. 10 "and the number" 5000 "is replaced by" 7000 ".
2. In para. 2 pt. 1 number "500" is replaced by "1000". 3
. Paragraph 3 shall be repealed.
4. In para. 4 number "50" is replaced by "150", and finally put a comma and added "and for repeated offense - from 50 000 to 100 000 Levs."
5. In para. 5 the words "Art. 114, para. 1, 6 and 7 "shall be replaced with" Art. 114, para. 1, 3, 7 and 8 ", the words" Art. 114a para. 3 and 4 "shall be replaced with" Art. 114a para. 4 and 5 ", and finally put a comma and added" and for repeated offense - from 50 000 to 100 000 Levs. "
6. In para. 6 words "as well as art. 212, para. 8 and 9 "shall be deleted and finally put a comma and added" and for repeated offense - from 10 000 to 50 000 Levs. "
7. In para. 7 the words "under par. 3, 4 and 5 "are replaced by" under par. 4 and 5 '.
8. In para. 8:
a) in item. 1 number "1000" is replaced by "2000";
B) pt. 6, the words "under par. 3, 4 and 5 "are replaced by" under par. 4 and 5 ';
C) pt. 7 finally put a comma and added "and for repeated offense - from 20 000 to 100 000 Levs."
§ 80. In additional provisions be made the following amendments:
1. In § 1:
a) creates a new item. 5:
"5. "Rights subscriptions" are securities issued on the basis of recorded in the exercise of rights shares in the capital increase of a public company. "
B) a new item. 10:
"10. "A subsidiary of a public company" is a company in which the public company exercises control within the meaning of paragraph 14 above. "
C) the previous items. 10, 11, 12, 13, 14, 15, 16 and 17 become items. 11, 12, 13, 14, 15, 16 and 17 and a new item. 18.
2 . In § 1c creates p. 10:
"10. Directive 2010/73 / EC of the European Parliament and of the Council of 24 November 2010 amending Directive 2003/71 / EC on the prospectus to be published when public securities are offered or admitted to trading securities and amending Directive 2004/109 / EC on the harmonization of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market (OJ, L 327/1 of 11 December 2010). "
Final provisions

§ 81. In the Markets in Financial Instruments Directive (prom. SG. 52 of 2007 .; amend. Pcs. 109 of 2007, pcs. 69 2008 No.. 24, 93 and 95 of 2009, pcs. 43 2010 SG. 77 of 2011, pcs. 21 and 38 of 2012) the following amendments:
1 . In art. 21, para. 5 finally adds, "and upon presentation of a certificate issued by the Fund to compensate investors for failure of liabilities of the firm to the fund."
2. In art. 38, para. 1, 'the territory of the Republic of Bulgaria "are deleted. 3
. In art. 127:
a) in para. 1 m are created. 5, 6 and 7:
"5. Article 6, paragraph 1 of Regulation (EU) № 236/2012 of the European Parliament and of the Council of 14 March 2012 on short selling and certain aspects of credit default swaps (OJ, L 86/1 of March 24, 2012 AD), hereinafter "Regulation (EU) № 236/2012", shall be fined from 2,000 to 10,000 lev .;
6. Article 5, paragraph 1, art. 7, paragraph 1, art. 8, Art. 9 and Art. 15 of Regulation (EU) № 236/2012, shall be fined from 5,000 to 20,000 lev .;
7. Article 12 paragraph 1 of Regulation (EU) № 236/2012, shall be fined from 5,000 to 50,000 lev .; "
b) in para. 2 are created item. 5, 6 and 7:
"5. for violations under par. 1 pt. 5 - from 5,000 to 20,000 lev .;
6. for violations under par. 1, p. 6 - from 10 000 to 40 000 Levs .; "
7. for violations under par. 1, p. 7 - from 10 000 to 100 000 lev .; "
c) paragraph 5 shall be amended as follows:
" (5) In case of non-coercive administrative measure:
1. Article 118, para. 1 - perpetrators and shall also be punished with a fine of 5,000 to 20,000 lev .;
2. Article 18 Art. 19, art. 20 and Art. 23 of Regulation (EU) № 236/2012 - perpetrators and shall also be punished with a fine of 10 000 to 100 000 lev "
D) in par. 7:
aa) create new items. 5 and 6:
"5. infringement under par. 1 pt. 5 - from 5,000 to 20,000 lev, and for repeated offense - from 10 000 to 40 000 Levs .;
6. for violations under par. 1, p. 6 - from 10 000 to 40 000 Levs, and for repeated offense - from 20 000 to 80 000 Levs .; "
bb) the item. 7:
" 7. for violations of par. 1, p. 7 - from 10 000 to 100 000 lev, and for repeated offense - from 20 000 to 200 000 lev .; "
cc) the previous item. 5 becomes item. 8;
Dd) the previous item. 6 becomes so. 9 and is amended as follows:
"9. for violations under par. 5 pt. 1 - from 10 000 to 50 000 Levs and violations of par. 5 pt. 2 - from 20 000 to 200 000 Levs. "
§ 82. In the Law on Financial Supervision Commission (prom. SG. 8 2003 .; amend., SG. 31, 67 and 112 of 2003, SG. 85 of 2004, pcs. 39, 103 and 105 of 2005, pcs. 30, 56, 59 and 84 of 2006, pcs. 52, 97 and 109 of 2007 SG. 67 of 2008, pcs. 24 and 42 of 2009, pcs. 43 and 97 of 2010, pcs. 77 of 2011, pcs. 21, 38 and 60 of 2012 ) the following amendments:
1. In art. 1, para. 2:
a) in item. 1 after the words "Central Depository" a comma and add the "Fund Investor Compensation";
B) Point 4 is repealed.
2. In art. 12:
a) Section 5 is amended as follows:

"5. any competent authority under Regulation (EC) № 1060/2009 of the European Parliament and of the Council of 16 September 2009 on credit rating agencies (OJ, L302 / 1 of 17 November 2009), hereinafter " Regulation 1060/2009 ";"
b) a new item. 6:
"6. any competent authority under Regulation (EC) № 236/2012 of the European Parliament and of the Council of 14 March 2012 on short selling and certain aspects of credit default swaps (OJ, L 86/1 of March 24, 2012 AD), hereinafter "Regulation (EU) № 236/2012", except in cases that are explicitly assigned responsibility of the Minister of Finance under the Law on public debt, and is also the body responsible for coordinating cooperation and exchange of information pursuant to Art. 32, para. 2 of Regulation (EU) № 236/2012; "
c) the previous item. 6 becomes item. 7.
third. In art. 13 para. 1 p. 12 is amended as follows:
"12. on a proposal by the Deputy Chairman shall exercise the powers and take measures relating to the application of Regulation 1060/2009 and the measures laid down in Regulation (EU) № 236/2012; ".
4. In art. 14, para. 3 creates a new item. 8:
"8. carry power over the establishment and award collection of state receivables payable to the commission. "
5. In art. 15, para. 1:
a) pt. 6 the words "and" shall be deleted and the words "Regulation 1060/2009" a comma and added "and Regulation (EU) № 236/2012";
B) pt. 7, the words "and" shall be deleted and the words "Regulation 1060/2009" a comma and added "and Regulation (EU) № 236/2012";
C) pt. 15 words "and" shall be deleted and the words "Regulation 1060/2009" and added "and Regulation (EU) № 236/2012" and a comma.
6. In art. 16 para. 1, p. 15 finally put a comma and added "are not within the competence of the commission."
7. In art. 18:
a) in para. 1:
aa) in section. 1 after the words "Health Insurance Act" conjunction "and" is replaced by a comma and the words "Regulation 1060/2009" insert "and Regulation (EU) № 236/2012" ;
Bb) in Item. 6 after the words "Health Insurance Act" conjunction "and" is replaced by a comma and the words "Regulation 1060/2009" insert "and Regulation (EU) № 236/2012";
B) in para. 3, after the words "Regulation 1060/2009" insert "and Regulation (EU) № 236/2012".
8. In art. 19, para. 2, 'and Regulation 1060/2009, according to Art. 23 thereof, "are replaced by" Regulation 1060/2009 and Regulation (EU) № 236/2012 ".
9. In art. 27:
a) in para. 1:

Aa) in section. 1 after the words "conduct of business" a comma and added "other permits and approvals" and the words "and the Social Security Code, for authorization to manage funds for additional social security and authorization for organizing and managing the fund, as well as for registration of a credit rating agency under Regulation 1060/2009 "is replaced by" the social Security Code, the authorization for management of funds for additional social security and authorization to organize and manage the fund, as well as entry and deletion of a registry of art. 30 para. 1 ';
Bb) in Item. 4 the words "of a company for supplementary social insurance" are replaced by "and the withdrawal of the license at the request of the supervised person";
Cc) create new items. 6 and 7:
"6. consideration of the tender offer and purchase offer;
7. examining the notification to acquire or increase a qualifying holding in a regulated entity; "
dd) the previous item. 6 becomes so. 8;
Dd) the previous item. 7 becomes item. 9 and there comma after the word "supervision" is replaced with a hyphen and the words "including" shall be deleted;
B) Paragraph 3 is amended as follows:
"(3) The fees under par. 1, p. 9 paid annually by 31 January of the current year. "
C) in para. 4 words "para. 1, p. 7 "is replaced with" para. 1, p. 9 ";
D) in par. 5 words "para. 1, p. 7 "is replaced with" para. 1, p. 9 "and a second sentence:" In the non-payment in cases under sentence Commission and its authorities may refuse the provision of administrative service under par. 1, p. 1-7 of the regulated entity to implement its obligation to pay the tax under par. 1, p. 9 together with the accrued default interest and costs of enforcement proceedings under par. 7. ";
E) paragraph 7 is amended as follows:
"(7) The outstanding charges under par. 1 enforceable by public contractors under the Tax and Social Insurance Procedure Code or by bailiffs under the Civil Procedure Code. The act establishing the decision issued by the committee chairman. "
10. A Art. 27a:
"Fines and financial sanctions
Art. 27a. (1) The fines and pecuniary penalties enforceable by public contractors under the Tax and Social Insurance Procedure Code or by bailiffs under the Civil Procedure Code.

(2) Upon failure to pay the outstanding fines and pecuniary sanctions committee and its authorities may refuse the provision of administrative service of art. 27 para. 1, p. 1-7 of the regulated entity to implement its obligations for payment of outstanding fines and pecuniary penalties, including enforcement proceedings under par. 1. "
11. In art. 28, para. 5:
a) in item. 1 finally put a comma and added "including overdue fees collected under Art. 27 para. 7 ';
B) create new items. 2 and 3:
"2. fines and financial sanctions, including those collected pursuant to Art. 27a para. 1; 3
. international projects and programs; "
c) the previous items. 2, 3 and 4 become items. 4, 5 and 6.
§ 83. In the Government Debt Act (prom. SG. 93 2002 .; amend., SG. 34 of 2005, No. 52 of 2007, pcs. 23 2009 n. 101 of 2010 and SG. 99 of 2011) the following amendments:
1. In Chapter Four creating art. 17a and 17b:
"Art. 17a. (1) The Minister of Finance is the competent authority under Art. 32, paragraph 1 of Regulation (EU) № 236/2012 of the European Parliament and of the Council of 14 March 2012 on short selling and certain aspects of credit default swaps (OJ, L 86/1 of March 24, 2012 .), hereinafter referred to as "Regulation (EU) № 236/2012", in its application of state securities and credit default swaps on government securities.
(2) The Minister of Finance may issue binding instructions relating to the implementation of Regulation (EC) № 236/2012 on state securities and credit default swaps on government securities. The guidelines are published on the website of the Ministry of Finance.
(3) The Minister of Finance may conclude cooperation agreements on the implementation of Regulation (EU) № 236/2012 by the competent supervisory authorities of the Republic of Bulgaria and the other Member States.
Art. 17b. (1) In carrying out its obligations under Regulation (EC) № 236/2012 on state securities and credit default swaps on government bonds Minister of Finance, and certain of its officers have powers under Article 33 of Regulation (EU) № 236/2012.
(2) The officials under par. 1 spot checks and documents on the basis of the Minister of Finance:
1. compliance with Regulation (EU) № 236/2012 on state securities and credit default swaps on government securities pursuant to Art. 33 thereof;
2. preventing and detecting infringements of Regulation (EC) № 236/2012 on state securities and credit default swaps on government securities.
(3) inspected person shall be obliged to provide all conditions for smooth conduct of the examination.

(4) In carrying out spot checks on officials under par. 1 are required to identify themselves with a badge and order under par. 2. The order is not subject to appeal.
(5) inspected person is obliged to assist the Minister of Finance and officials under par. 1 in the performance of their duties.
(6) the results of each spot check the certified report in duplicate, signed by officials under par. 1 screeners and handed against signature to the inspected person. "
2. In art. 35, para. 3 word "only" is deleted and finally put a comma and added "as well as the institutions authorized in the Member State to conduct business as a central depository." 3
. The name of Chapter Ten is amended as follows: "Coercive administrative measures and administrative liability."
4. In chapter ten create art. 40a - 40e:
"Art. 40a. Where it establishes that persons liable, their employees, persons under contract discharging managerial responsibilities or conclude transactions on behalf of such persons have committed or operate in violation of Regulation (EU) № 236/2012, the mandatory instructions of the Minister of Finance, as well as hindering the exercise of the powers of the Minister of Finance under Regulation (EU) № 236/2012, the Minister of Finance may:
1. take the measure under Article 33, paragraph 2, letter "e" of Regulation (EU) № 236/2012 or to compel individuals to take concrete measures needed to prevent and eliminate distortions and harmful consequences, in a period decided by ;
2. asked the Financial Supervision Commission or by any other competent authority of a Member State, suspension of trading in government securities or credit default swaps on government bonds or removing them from trading on a regulated market or other organized trading system; 3
. ask the judicial authorities seizure or injunction under Article 33, paragraph 2, letter "a" of Regulation (EU) № 236/2012.
Art. 40b. (1) The application of coercive administrative measure by a reasoned order of the Minister of Finance.
(2) In the order under par. 1 defines the type of coercive administrative measure and the way of its implementation.
(3) The order under par. 1 is given to the person concerned under the Administrative Code.
(4) The order under par. 1 may be appealed under the Administrative Code.
(5) appeal against the order under par. 1 does not stop its execution.

Art. 40c. (1) Whoever commits or allows a violation of Art. 7, paragraph 1, art. 8 and 9 of Regulation (EU) № 236/2012, shall be punished with a fine of 5,000 to 20,000 lev, and for repeated offense - from 10 000 to 40 000 Levs.
(2) For violations under paragraph . 1 legal persons shall be imposed proprietary sanction of 10 000 to 40 000 Levs, and for repeated offense - from 20 000 to 80 000 Levs.
Art. 40g. (1) Whoever commits or allows a violation of Art. 13, paragraph 1, art. 14 paragraph 1 of Regulation (EU) № 236/2012, shall be fined from 5,000 to 50,000 lev, and for repeated offense - from 10 000 to 100 000 Levs.
(2) For violations under par. 1 legal persons shall be imposed proprietary sanction of 10 000 to 100 000 lev, and for repeated offense - from 20 000 to 200 000 Levs.
Art. 40g. (1) Any person who fails to comply with the Minister of Finance for the implementation of coercive administrative measure:
1. Article 40a par. 1 - is punishable by a fine of 5,000 to 20,000 lev, and for repeated offense - from 10 000 to 40 000 Levs .;
2. Articles 19, 20 and 21 of Regulation (EU) № 236/2012 - shall be punished by a fine of 10 000 to 100 000 lev, and for repeated offense - from 20 000 to 200 000 Levs.
(2) for violations under par. 1 pt. 1 of the legal persons shall be imposed proprietary sanction of 10 000 to 50 000 Levs, and for repeated offense - from 20 000 to 200 000 Levs.
(3) For violations under par. 1 pt. 2 of the corporate bodies shall be imposed proprietary sanction of 20 000 to 200 000 lev, and for repeated offense - from 40 000 to 400 000 Levs.
Art. 40e. (1) The funds received in breach of Regulation (EU) № 236/2012 be forfeited to the state under Art. 33, paragraph 2, letter "a" of Regulation (EU) № 236/2012.
(2) Where a criminal provision by an act of judicial authority or other act stipulated forfeiture to the State of cash, instruments are sent for implementation of the National Revenue Agency within 7 days of entry into force. "
5. In additional provision:
a) the name be changed to: "Additional provisions";
B) the item. 6:
"6. "Member State" means any country - member of the European Union and other state - party to the Agreement on the European Economic Area. "
In) the § 1a:
"§ 1a. This law creates conditions for the implementation of Regulation (EC) № 236/2012 of the European Parliament and of the Council of 14 March 2012 on short selling and certain aspects of credit default swaps (OJ, L 86/1 by March 24, 2012). "
§ 84. In the Law on payment services and payment systems (obn. SG. 23 of 2009 .; amend., SG. 24 and 87, 2009, issue . 101 of 2010, pcs. 105 of 2011) the following amendments:

1. In art. 122, para. 2 after the words "application or" insert "Regulation (EC) № 1781/2006 of the European Parliament and of the Council of 15 November 2006 on information on the payer accompanying transfers of funds, hereinafter" Regulation (EC) № 1781/2006 "and a comma and the words" (OJ, L 266/11 of October 9, 2009) "a comma and added" hereafter "Regulation (EC) № 924/2009" and Regulation (EU) № 260/2012 of the European Parliament and of the Council of 14 March 2012 establishing technical and business requirements for credit transfers and direct debits in euros and amending Regulation (EC) № 924 / 2009 (OJ, L 94/22 of 30 March 2012), hereinafter referred to as "Regulation (EU) № 260/2012".
2. In art. 126 pt. 1 after the word "law" conjunction "or" is replaced by a comma and finally put a comma and added "or a regulation under Art. 122, para. 2 ". 3
. In art. 128, para. 1 after the words "implementing" a comma and the words "and Regulation (EC) № 924/2009 of the European Parliament and of the Council of 16 September 2009 on cross-border payments in the Community and repealing Regulation ( EC) № 2560/2001 "is replaced by" Regulation (EC) № 924/2009 and Regulation (EU) № 260/2012 ".
4. Article 139 is amended as follows:
"Financial penalties for breach of Regulation (EC) № 1781/2006, Regulation (EC) № 924/2009 and Regulation (EU) № 260/2012
Art. 139. In violation of Regulation (EC) № 1781/2006, Regulation (EC) № 924/2009, and Regulation (EU) № 260/2012 of the payment service provider shall be liable to a penalty of up to 8000 Levs and for repeated offense - from 8,000 to 15,000 lev. "
§ 85. Paragraph 29 shall enter into force three months after the promulgation of the law in the" Official Gazette ".
The law was adopted by the 41 th National Assembly on December 18, 2012 and was affixed with the official seal of the National Assembly.
Chairman of the National Assembly Tsetska Tsacheva
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