Amendments To The Law On The Financial Instruments Market

Original Language Title: Grozījumi Finanšu instrumentu tirgus likumā

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Read the untranslated law here: https://www.vestnesis.lv/ta/id/188930

The Saeima has adopted and the President promulgated the following laws: the law on the financial instruments market to make the law on the financial instruments market (and of the Parliament of the Republic of Latvia Cabinet of Ministers rapporteur, 2004, no. 2; 2005, 10, 14; 2006, nr. 14. No; 2007, 10, 22 no; 2008, 13, 14, 23 no) the following amendments: 1. Express article 1, point 20 as follows: "20) qualifying holdings — a person or more persons that agreement to jointly work for direct or indirect participation, which covers 10 and more percent of the company's share capital or of the voting shares or amount of shares or allows significantly affect the company's financial and operational policies; ".
2. Supplement article 3 with the eleventh subparagraph by the following: "(11) the provisions of this Act applicable to the transfer of the bank to the extent that the Bank takeover, the law does not provide otherwise."
3. Make the text of article 7 by the following: "(1) substantial participation in the organising of the regulated market, Latvian Central Depository and investment brokerage company is entitled to get just the person who corresponds to this law, the organizer of the regulated market of the Latvian Central Depository or investment firm's shareholders or members requirements and ensure this law in the first part of article 10 of the criteria set out in.
(2) the Commission has the right to request information about the people who claim to be substantial participation (essential participation actually graduates or suspected of such acquisition turamaj persons), including the legal (registered) owners (the real beneficiaries) — natural persons to assess compliance with this law, persons in the first paragraph of article 10 of the criteria set out in.
(3) the Commission shall have the right to identify major holdings, the essential participation of eligible actually got or suspect about the following acquisition of the legal owner (the real beneficiaries) and shareholders or members to obtain information about the owner (the true beneficiaries) — natural persons. To identify that person, the entities concerned are obliged to provide the Commission with the information requested, if it is not available in public registers, of which the Commission is entitled to receive such information.
(4) If a person is suspected of a significant acquisition in the organising of the regulated market, Latvian Central Depository or investment firm does not provide, or refuses to give in the second or third subparagraph, and together their participation covers 10 and more percent of the Organizer, the regulated market of the Latvian Central Depository or investment firm's share capital or voting shares or amount of shares, these shareholders or members may not use all the voting rights of the shares belonging to them. The Commission immediately of this fact shall inform the shareholders or members and the organizer of the regulated market, Latvian Central Depository or investment firm.
(5) the significant participation in the organising of the regulated market, Latvian Central Depository and investment brokerage firm is not entitled to obtain investment funds and comparable to the Foundation. "
4. in article 9: to make the first and second part of the second sentence as follows: "the notification shall specify the extent of the participation percentage of the share capital of a capital company or of the voting shares or part number and then added to the Commission's rules, regulations for the information needed to assess the conformity of this law the persons article 10, first paragraph criteria.";
to supplement the first and second part of the sentence the following wording: "the statement to be added to the list of information to be published on the internet website of the Commission.";
to supplement the article with the third and fourth subparagraph by the following: "(3) the Commission shall, within two working days from the day of receipt of the first or second part of the Declaration, or two working days after the Commission requested additional information in writing, inform that person of the notice or additional information is received and the date of the end of the assessment period.
(4) the Commission of the Act in the first part of article 10 within the assessment period, but not later than the working day of the assessment period at 50 has the right to request additional information on the persons referred to in this article in order to assess compliance with this law, persons in the first paragraph of article 10 of the criteria laid down. "
5. Make the text of article 10 by the following: "(1) the Commission shall, not later than 60 working days from the date on which the person sent to this law, article 9 of the information referred to in the third subparagraph on the notice or additional information is received, assess a person for free all of its capital adequacy of the regulated market provided the Organizer, the Latvian Central Depository or investment brokerage company shares or share, financial stability and the proposed acquisition of the financial justifications to ensure a regulated market Organizer, Latvian Central Depository or investment firm's sustainable and careful management, in which the parties, as well as the possible effects on the regulated market of the Organizer, the Latvian Central Depository or investment firm's management and operations. The evaluation process, the Commission also takes account of the following criteria: 1) personal reputation and perfect compliance with the organising of the regulated market, Latvian Central Depository or investment firm's shareholders or members;
2 the person perfect) reputation and professional experience, where the proposed acquisition will result in a regulated market, an organizer of the Latvian Central Depository or investment firm;
3) personal financial stability, particularly in connection with planned or carried out economic activity Organizer in the regulated market, Latvian Central Depository or investment firm in which the acquisition is proposed;
4) or the organizer of the regulated market, Latvian Central Depository or investment firm will be able to fulfill this law and other laws and regulatory requirements and set out or its enterprise group structure consisting of a regulated market the Organizer, the Latvian Central Depository or investment firm will, without prejudice to the Commission's ability to carry out its statutory supervisory functions, to ensure an efficient exchange of information between supervisory authorities and supervisory bodies to determine the allocation of powers of supervision;
5) or there is no reasonable doubt that in connection with the proposed acquisition has been carried out money laundering and terrorist financing, or attempt to do any of the following, or that the proposed acquisition could increase the risk.
If the Commission, in accordance with the second paragraph of this article has stopped the evaluation period, this time not in the assessment period.
(2) requiring the article 9 of this law in the fourth paragraph, that additional information, the Commission shall have the right to stop once the evaluation period until this information is received, but not more than 20 working days. The Commission has the right to extend the assessment period referred to break up to 30 working days if the person wishing to obtain, has acquired, wants to increase or have increased their participation in the relevant regulated market Organizer, Latvian Central Depository or investment brokerage company, is not subject to the investment brokerage firm, credit institutions, insurance undertakings, reinsurance undertakings or investment management company supervision, or in that person's home (registration) is a foreign country.
(3) the Commission referred to in the first subparagraph shall take a decision within the time limit, prohibiting a person to acquire or increase qualifying shareholdings in the Organizer in the regulated market, Latvian Central Depository or investment company if: 1) a person does not meet the first part of this article, certain criteria;
2) a person shall not provide, or refuses to provide the Commission with the information specified in this Act or in the additional information requested by the Commission;
3) from the person as a result of circumstances it is not possible to provide the information specified in this Act or in the additional information requested by the Commission.
(4) the Commission shall, within two working days, up to the first part of the assessment period specified in, and referred to in the third subparagraph shall forward the decision to prohibit a person to acquire or increase qualifying shareholdings in the Organizer in the regulated market, Latvian Central Depository or investment firm.
(5) if the Commission this article within the time limit referred to in the first subparagraph does not send the person a decision prohibiting that person to acquire or increase qualifying holdings in the organising of the regulated market, Latvian Central Depository or investment firm shall be deemed to accept the person of significant acquisitions or to increase the regulated market Organizer, Latvian Central Depository or investment firm.

(6) the third paragraph of this article, paragraph 3 do not apply to legal persons (registered), if its shares are quoted on a regulated market in a Member State or the Organisation for economic cooperation and development in a Member State on the regulated market and the legal (registered), the person shall provide the Commission with details of their shareholders who have a significant interest in it.
(7) If the Commission has accepted that a person acquires or increases a substantial participation in the regulated market organizers, Latvian Central Depository or investment firm, this person is your qualifying holding in the organising of the regulated market, Latvian Central Depository or investment firm obtain or increase within six months from the date when this law sent to the article 9 of the information referred to in the third subparagraph on the notice or additional information is received. If, on expiry of that period, the person has not been acquired or increased a substantial participation in the regulated market organizers, Latvian Central Depository or investment firm, the Commission's acceptance of its major acquisitions or to increase the regulated market Organizer, Latvian Central Depository or investment firm shall cease to apply. By person motivated request, the Commission may in writing to decide on the extension of that period.
(8) the evaluation of this law, article 9, first and second parts of the above notifications, the Commission shall consult with the Member State concerned, if the supervisory authorities of the proposed acquirer on the investment brokerage company is established in another Member State of the investment firm, a credit institution, an investment management company, an insurance company or a reinsurance company established in another Member State of the investment firm, credit institution, investment management firms, insurance or reinsurance undertaking the parent company or person who controls established in another Member State of the investment firm, credit institution, investment management company, an insurance company or a reinsurance company, and if, the person acquiring or increasing the qualifying holding, an investment brokerage company becomes the person's subsidiary or come under its control.
(9) if the qualifying holding acquired a personal impact on ownership of the regulated market, Latvian Central Depository or investment firm or may pose a threat to financial stability, and regulations appropriate leadership and action, the Commission shall immediately stop such effects, as well as, if necessary, withdraw the relevant Corporation Board or Council, or a Board or Council member or use respective qualifying holding all those graduates persons owned shares or voting rights.
(10) in the third and ninth in the part of the Commission's administrative law issued the appeal shall not suspend the execution. "
6. To express the fourth paragraph of article 22.1 as follows: "(4) if the public offer will be expressed in more than one Member State, including Latvia, the issuer or the public offer prospectus of emission requested shall be prepared and made available in the language of the host Member State competent authorities and the Commission are recognised as acceptable, or in the language of international finance. The issuer or the acts of the public offer shall prepare a summary of the prospectus of the issue also in the language of the country. "
7. Make the fourth part of article 49.1 as follows: "(4) If the inclusion of securities to a regulated market is sought in more than one Member State, including Latvia, the issuer or the public offer prospectus of authors, prepared and made available in the language of the host Member State competent authorities and the Commission are recognised as acceptable, or in the language of international finance. The issuer or the acts of the public offer shall prepare a summary of the prospectus of the issue also in the language of the country. "
8. the express 54 article fifth and sixth the following: "(5) in the second and third subparagraphs the information specified in the Corporation's Management Board distributed in accordance with this law, the requirements of article 64.2.
(6) at least 14 days before the general meeting or the Board of a corporation the person who under the law are entitled to convene a meeting and convene the meeting agenda of the draft decisions distributed by this law, in accordance with the procedure laid down in article 64.2. If the shareholders ' meeting is scheduled to decide on amendments to the Corporation's founding documents, the draft amendments released in accordance with this law, the requirements of article 64.2 and at least 30 days before the general meeting sent to them market organizers, which regulated markets are included in the Corporation's stock. "
9. in article 54.1: Supplement to the fourth sentence as follows: "the Audit Committee elected in sufficient numbers to ensure that you are properly fulfilled the tasks of the Audit Committee.";
Replace paragraph 3 of the eighth part, the word "Board" with the word "Council";
to complement the eighth paragraph 6 by the following: ' 6) the direct or indirect participation in the Corporation. ";
to supplement the article with the eleventh, twelfth and thirteenth part as follows: "(11) a corporation which complies with article 1 of this law 33. criteria referred to in paragraph 1, the tasks of the Audit Committee may perform supervisory institutions. a corporation The decision on the tasks of the Audit Committee of the supervisory institution of the Corporation accepts the meeting of the shareholders or members.
(12) a corporation may not create the Audit Committee if: 1) it registered in the Republic of Latvia and in accordance with the laws of the Republic of Latvia and if it is created by the Audit Committee-like institution that meets the requirements of this article. In this case, the Corporation shall inform the Commission in writing as to which the Corporation is carried out by the institution in the second part of these tasks and when the institution concerned is elected;
2) it is a subsidiary of the parent undertaking which prepared the consolidated accounts according to the consolidated annual accounts Act or in accordance with the legislation of the Member State of origin to the requirements for the preparation of consolidated annual accounts if the group consolidation level institution established in accordance with the requirements of this article;
the only commercial activity 3) they are the European Commission Regulation No. 809/2004 article 2 laid down in paragraph 5 of asset-based securities issuance. In this case, the Corporation Commission shall provide an explanation in writing of the Audit Committee or not, that is not necessary to audit the execution of the tasks of the Committee put the institution of supervision;
4) is the investment management company that operates according to the investment management community.
(13) if the Audit Committee does not meet the requirements of this article, the Corporation within three months of such discrepancies accession provides for the establishment of the Audit Committee, which meets the requirements of this article. "
10. Replace article 55 the fifth subparagraph, first sentence, after the word "law", the word "and" with the word "or".
11. Replace article 56 in the fifth paragraph, the words "submitted to the official storage system" with the word "distribute".
12. Express article 57 in the first and second subparagraph by the following: "(1) a corporation whose shares are admitted to trading on a regulated market, an interim report on the three, six, nine and twelve months for distributing this law in accordance with the procedure laid down in article 64.2.
(2) a corporation of which the debt securities are included in the regulated market, between the period of review for six and twelve months for distributing this law in accordance with the procedure laid down in article 64.2. "
13. Express article 59 text by the following: "(1) the issuer of a transferable which worth the paper included in the regulated market, information about significant events distributed immediately to this law, in accordance with the procedure laid down in article 64.2.
(2) the Relevant event for the purposes of this article are: 1) the decision of the issuer of the changes the issuer's Board composition, internal auditor (Inspector of the public) or prokūrist. For the newly elected members of the Governing Board and the Council of the issuer is obliged to give this person the three previous years ' professional experience a brief description and information about those persons belonging to the issuer's voting shares;
2 the issuer the issuer's decision on) the firm (the name), or a registered office actual location;

3) the Court or arbitration process proposed by the issuer or the issuer proposed to the Court of Justice or arbitral judgement or full short or handed down the judgment, which has not yet entered into force, if these events are likely to have significant effects on the issuer's business or financial position. The meaning of this paragraph, the Court or the arbitration process has significant effects on the issuer's business or financial position, when the dispute a transaction which will be evaluated in monetary terms, the amount of the claim or if the dispute is important for claims that are not economic in nature or not must be assessed, providing the claim in court, the result of the trial may have a material effect on the issuer's right to perform certain types of commercial activities, the right to the issuer relevant intellectual property , patent, license, permission or it may significantly change the financial situation of the issuer;
4) court proceedings, as well as the abbreviated or full Court judgment or a judgment delivered has not yet entered into force and is linked to a record in the commercial disputes of the issuer (issuer's company, the Board of directors or Council members, share capital, legal address) or with a dispute about the decision of the general meeting of the issuer's validity;
5) issuers, its parent companies or subsidiaries to submit to the decision of the Court on the application of the insolvency of one of its customers, if the issuer, its parent or subsidiary companies the amount is significant;
6) initiation of insolvency of the issuer, any of its parent companies or subsidiaries to customers, declaring it insolvent or commencement of bankruptcy proceedings does not matter who is the applicant, if the issuer, its parent or subsidiary companies the amount is significant;
7) bankruptcy filing against the issuer, its parent company or subsidiary;
8) issuer, its parent company or subsidiaries declaring insolvency or reorganisation;
9) the issuer's intention to propose the dissolution or winding-up of business;
10) intention of the issuer of their regulated market financial instruments included include in another regulated market, as well as the issuer of a financial instrument issued by the inclusion of another regulated market or off from another regulated market;
11) notification of the issuer the financial performance or projections;
12) deals with fixed assets of the issuer a significant extent;
13 essential commodities to the issuer), the price of the raw material fluctuations;
14) issuer important contracts, termination or withdrawal, a significant breach of contract concluded for reasons attributable to the issuer or in relation to the issuer;
15) national authority decisions which may have a significant effect on the issuer's right to carry out certain types of business or which may affect the issuer's assessment of the transferable securities;
16) new product or service outlets or loss of learning;
17) significant extent investment;
18) the increase or decrease of share capital;
19) issuer's intention to carry out the reorganization, as well as the issuer proposed to buy its subsidiary shares and the issuer's response to this proposal;
20) the acquisition of a qualifying holding in other companies or termination;
21) with another company contracted for the company in which each party holds shares or share capital, the transaction date, if this amount is important;
22 the issuer's intention to change) business.
(3) for the purposes of this article a significant volume of transactions or investments is the issuer or its subsidiaries transactions about assets or receivable amount paid including asset or financial instrument, or the market value of debt obligations of the issuer, or the loan is equal to 10 percent or more than 10 percent of the equity of the issuer under the sworn auditor on the consolidated balance sheet of the last check.
(4) the issuer is obliged to provide information on significant amounts of business, at the same time revealing information about the deal's impact on the issuer's business and financial performance for transaction or the amount of the receivable, including the amount you pay or receive for subsequent periods, the terms for payment and payment schedule.
(5) the issuer shall ensure that the information is accurate, truthful, understandable and complete. The issuer may not provide false or misleading information about significant events.
(6) it is the duty of the issuer to spread information of this law in accordance with the procedure laid down in article 64.2 of any other event not listed in this article, even if it does not meet the second and third subparagraphs of these criteria, but may have a significant effect on the issuer's financial position, to carry out certain types of business or its disclosure may significantly affect the regulated market, the issuer of a transferable securities to be included in the assessment to ensure investor protection or the smooth operation of the market.
(7) If the issuer learns that the other person of the issuer distributes information that might affect or are affected by the price of transferable securities of the issuer, the issuer shall promptly provide its comments on the information disseminated this law in accordance with the procedure laid down in article 64.2.
(8) If there is a change in the information that the issuer has already distributed a of this law in accordance with the procedure laid down in article 64.2, issuer immediately in the same order, post a notice of those changes. "
14. Article 61: replace the seventh paragraph, the words "make it public" with the words "distributed it";
replace the word "eighth public" with the word "distributing";
replace the words "the ninth part of the first" with the words "eighth" and the word "published" with the word "spread";
to replace the tenth part of the word "public" with the word "distribute".
15. Replace article 61.1 in the eighth paragraph, the words "make public" with the word "distribute".
16. Article 63: replace the figure "in the first paragraph" with the number "57 57.2.";
replace the second paragraph, the words "shall notify the official storage system" with the word "distribute".
17. in article 39.2: express the following fourth subparagraph: "(4) where the registered office is abroad, and the foreign law is not a requirement in addition to the consolidated annual report is also the Corporation's annual report, prepared consolidated financial statements in accordance with this law, considered as the second paragraph of article 56 of the rules, when the consolidated financial statements were prepared in accordance with international financial reporting standards or equivalent to international financial reporting standards".
Add to article 4.1, 4.2 and 4.3 of the part as follows: "(41) in addition to international financial reporting standards on the consolidated financial statements and the consolidated interim period of six months financial statements equivalent to international financial reporting standards: 1) international financial reporting standards provided that validated or audited financial accounts contained an explicit and unreserved statement that these financial statements comply with the international accounting standard 1," presentation of the financial statements ' adopted by the European Commission on 18 December 2008, Regulation (EC) No 1274/2008, as regards 1. International Accounting Standard (IAS) amending Regulation (EC) No 1126/2008 adopting a number of international accounting standards in accordance with European Parliament and Council Regulation (EC) No 1606/2002;
2) Japan's generally accepted accounting principles;
3) United States generally accepted accounting principles.
(42) an issuer whose registered office is abroad, a statement of the date on which it will pass to the international financial reporting standards, distributed by this law, in accordance with the procedure laid down in article 64.2, and the Commission on recognition of the equivalence of the requirements in respect of the issuer shall be repealed by the date referred to in this communication.
(43) where the registered office is abroad and does not use international financial reporting standards or equivalent to international financial reporting standards, prepare the consolidated annual report is considered appropriate in article 56 of this law the second part, if it contains information about: 1) calculation of dividends and ability to pay dividends. This requirement applies to issuers of shares;
2) with liquidity and the issuer minimum capital requirements where such requirements in the laws of the relevant foreign State is identified. ";
replace the word "eighth for issue" with the word "distribution" and the words "made available to the public" with the word "distribute";
to replace the tenth paragraph, the words "made available to the public" with the word "distribute".
18. the express article 64.1 of the fourth subparagraph by the following: "(4) If the issuer is not the country of origin of the Republic of Latvia and the transferable securities of the issuer are included only on the regulated market of the Republic of Latvia, but does not include the country of origin of the issuer of the regulated market, the information required by the choice of the issuer, be provided in the national language or in the language of international finance."
19. in article 64.2: put the title and first paragraph as follows: "article 64.2. Required information dissemination and access to required information

(1) the issuer or the person who has requested the admission of securities to a regulated market, mandatory information is made public, through the media or other channels for the dissemination of information (referred to in this article — media), subject to the provisions of this article and in a way that ensures the dissemination of information to the public as possible and at the same time in their Member State of origin and other Member States, and at the same time, send the required information to the official minimum information in one storage system (storage system official) in accordance with the procedure laid down in this article. ";
replace the third paragraph, the words "made available to the public" with the word "distribute" and the words "publicly available" — with the word "widespread".
20. Article 66: Express 1.1 part as follows: "(11) the minimum stock buy-back offer is not to be expressed, if the person or persons acting in concert, you get the first part of this article referred to in paragraph 1, the quantity of the voting of shares by a voluntary offer, which is expressed in order to get the first part of this article referred to in paragraph 1, the quantity of the voting rights in the offeree company and expressed all the shareholders of the offeree company for all of the shares of the offeree company. Such voluntary buy-back of shares in the offer price shall be fixed in accordance with article 74 of this Act. ";
Add to article 1.2 of the part as follows: "(12) the minimum stock buy-back offer is not to be expressed, if the person or persons acting in concert, making the mandatory repurchase of shares offer the first part of this article, paragraph 2 in the case referred to, you get the first part of this article referred to in paragraph 1, the quantity of their voting rights expressed in mandatory stock buyback offer time or result."
21. the express article 71 paragraph 10 by the following: ' 10) other relevant information that is directly relevant to the offer or vendor and vendor or which the Commission considers necessary to disclose in the prospectus; ".
22. in article 81: make the first paragraph by the following: "(1) a Person who, pursuant to any requirements of this law, has acquired the shares of the offeree company in such quantities that approach or exceed 95 percent of the company's voting shares, or a voluntary or mandatory stock buyback offer is a result of concluded contracts under which it is obtained directly from the shares ' voting rights arising in such quantities that approach or exceed 95 percent of the total number of voting shares may require other shareholders sold their shares to the company's shares. Such an offer shall be deemed the final share repurchase tender. ";
Express 2.1 part as follows: "(21) final stock buyback offer referred to in the first paragraph, the person is entitled to make, within three months from the date when it has such a number of shares which reached or exceeded 95 percent of the total number of voting shares or, in the case referred to in the first paragraph is not expressed a definitive stock buy-back offer within the time limit referred to above, within three months from the date of When the time limit has elapsed this person again the mandatory stock buyback offer, or voluntary share buy-back offer expressed all the shareholders of the offeree company for all of the shares of the offeree company. ";
Replace in the second sentence of the third paragraph, the words "with a minimum" with the words "with the final" and the word "final" — with the word "mandatory";
Supplement fifth after the word "owned" by the words "company".
23. Add to article 86 the second part with the 2.1 point as follows: "21) Audit Committee members;".
24. Replace article 86.1, second paragraph, first sentence, the word "and" with the word "or".
25. Article 87: replace the first paragraph, the words "public disclosure" with the word "distribution";
make the second paragraph as follows: "(2) the internal information of the issuer distributes this law in accordance with the procedure laid down in article 64.2. Internal information of the issuer on its internet website, if any, and provide this information being in the home page, while it is up to, but not less than six months from the date of distribution of the information. If the information that is disseminated is undergoing substantial change, the issuer shall ensure the dissemination, using the original information distribution channels. "
replace the third and fourth paragraph, the words "publication" (fold) with the word "distribution" (fold);
to make a fifth by the following: "(5) in the fourth paragraph of this article, in the cases specified in the issuer shall inform the Commission immediately with the common internal information content and distribution reasons.";
replace the seventh paragraph, the word "publication" with the word "distribution" and the word "publication" — with the word "distribution".
26. Replace article 129 of the ninth paragraph, the words "where the credit institution clients ' funds required by financial instrument transactions, to be there at the third party" with the words "where the credit institution clients to a third party the customer funds required to deal in financial instruments, do not reflect those of customer funds in the balance sheet of credit institutions".
27. the transitional provisions be supplemented with 44 as follows: "44. For the fiscal year that started before January 1, 2012, an issuer whose registered office is abroad, you may prepare the consolidated annual financial statements and consolidated six-month interim financial report in accordance with the people's Republic of China, Canada, the Republic of Korea or the Republic of India, the generally accepted accounting principles."
28. Add to the informative reference to directives of the European Union with the following paragraph 24: "24) of the European Parliament and of the Council of 5 September 2007 of Directive 2007/44/EC, amending Council Directive 92/49/EEC and directives 2002/83/EC, 2004/39/EC, 2005/68/EC and 2006/48/EC as regards procedural rules and evaluation criteria for the prudential assessment of acquisitions and increase of shareholdings in the financial sector."
The Parliament adopted the law of 26 February 2009.
President Valdis Zatlers in Riga V. 11 March 2009. Editorial Note: the law shall enter into force on the 25th March 2009.