On The Steps, Time, Manner And Procedures Of Cancellation Of Shares And The Issuance Of New Shares Of Commercial Bank "moldova Agroindbank"

Original Language Title: cu privire la etapele, termenele, modul şi procedurile de anulare a acțiunilor și de emitere a unor noi acțiuni ale Băncii Comerciale „Moldova Agroindbank” S.A.

Read the untranslated law here: http://lex.justice.md/index.php?action=view&view=doc&lang=1&id=364284

on the steps, time, manner and procedures
cancellation of shares and the issuance of new shares
Commercial Bank "Moldova Agroindbank"


Posted: 04/15/2016
in the Official Gazette

Nr. 100-105
Article Number: 556
Effective Date: 07/04/2016


Coordinated: National Bank


________________________



Order to ensure consistent enforcement of Article 156, par. (3) of the Law on financial institutions no.550-XIII of 21.07.1995 (republished in the Official Gazette of the Republic of Moldova, 2011, nr.78-81, art.199 ) (hereinafter-financial institutions Act) pursuant to Article 1. (1), Article 3, Article 8 b) and letter t), article 9 para. (1) d) art. 21 (1), Article 22 para. (3) and art. 25 para. (2) of Law No. 192-XIV of 12.11.1998 "On the National Commission of Financial Market" (republished in the Official Gazette of the Republic of Moldova, 2007, nr.117-126 BIS), Article 7 of Law No . 171 of 11.07.2012 "On the capital market" (Official Gazette of the Republic of Moldova, 2012, no. 193-197, art. 665), Law nr.1134-XIII from 04.02.1997 "On Joint Stock Companies" (republished in Official Gazette of the Republic of Moldova, 2008, no.1-4, article 1) and Instructions on the state registration of securities, approved by the National Commission of Financial Market Decision no.9 / 9 of 01.03.2012 (republished in Official Gazette of the Republic, 2012 nr.170-174, art.987)
National Securities Commission FINANCIAREHOTĂRĂŞTE
:

I. Commercial Bank "Moldova Agroindbank" SA (hereinafter-issuer), whose securities placed fall under Article 156, par. (3) of the Financial Institutions Act, will undertake the following measures:
1. The executive body of the issuer within 15 days after it approved a decision on cancellation of shares and issue new shares, will submit to the National Commission of Financial Market following documents:
1.1. application for canceling previous restructuring programs and issue additional shares in the same number and the same class;
1.2. the executive body of the issuer's decision on cancellation of shares and issue new shares, with their exposure to the stock at the Stock Exchange of Moldova;
1.3. copy of the annual accounts of the issuer (the Bureau of National Statistics);
1.4. Original (originals) Certificate of state registration of securities;
1.5. copy of the payment order on payments and fees in accordance with the Annex to the decision of Parliament approving the budget of the National Commission of Financial Market for the year.
2. National Securities Commission within 15 days from the date of filing of the issuer's request and all documents referred to in item 1 of this decision:
- will make entries in the State Register of Securities on the cancellation of shares Past restructuring programs and the Certificate of state registration of securities issuance restructured;
- Will register in the State Register of Securities issued shares of additional issue of shares and issue certificate of state registration of securities.
March. Under the decision of the executive body of the issuer and the decision of the National Commission of Financial Market, Company Registry "Registry-Right" SA and investment companies that keep records of securities on which they become incidents provisions of art. 15 (3) and art. 156 para. (3) of the financial institutions Act, within 3 days, will undo the actions of those securities holders accounts.
4. Register company "Register-Right" SA within the period prescribed in section 3, will introduce provisional until the sale of newly issued shares and / or purchase by the issuer of the shares in question in the register of shareholders on behalf of the issuer additional issue related entries actions.

May. The decision of the executive body of the issuer of the shares will include information regarding: the stock price of the newly issued shares and the manner of determining its period of their exposure to the Stock Exchange of Moldova and conditions may be amended price ( for example: if the first exposure to stock shares not sold, the executive may decide gradual reduction in price). Within 15 calendar days after the records referred to in point 4, the executive will reveal to the public information on the commencement date of sale of newly issued shares of the issuer (ie by placing the notice on the official website of the issuer, notifying the Stock Exchange of Moldova publication of the notice in the media established in the charter).
5.1. Initial exposure to stock price of the shares will be determined as follows:
a) initial exposure to the stock price will be equal to the weighted average trading price of the shares of the issuer in the secondary market for the last 3 years, from whose training attended at least 1% of the issued shares of the respective class or
b) if the provisions of subparagraph a) can not be applied, the initial exposure to stock price of the shares will be determined as the weighted average purchase of shares by shareholders, on which they become incidents provisions of art. 15 (3) and 156, par. (3) of the financial institutions Act or
c) where the provisions of letter a) or b) can not be applied, the initial exposure to stock price will be equal to the net asset value per share of the issuer, according to the latest audited financial statements.
5.2. Newly issued shares may be purchased only by persons who have obtained the prior written permission of the National Bank of Moldova. Alienation of shares shall be made in accordance with National Financial Market Commission Decision No. 13/4 of 03.25.2016 "On some interim measures on how to trading on the Stock Exchange of Moldova allowances held in the capital of banks" (Gazette Oficial, 2016 nr.79-89, art.471).
5.3. The proceeds from the sale of newly issued shares shall be recorded to the former owner, after deduction of expenses of sale, including taxes on issuance of additional shares in the amount set forth in the Annex to the decision of Parliament approving the budget of the National Commission of Financial Market for the year and the amounts of fines that have been imposed.
5.4. List of persons who purchased shares of the issuer to be submitted within 5 calendar days from the deadline stipulated in point 7, the National Commission of Financial Market and National Bank of Moldova.
June. If the National Bank notes that the purchase of newly issued shares, the person has not complied with the Law on Financial Institutions and subpct.5.2 p.5., It will be excluded from the list of buyers, the issuer is obliged to reimburse deposited funds to purchase shares and include them in the number of shares to be canceled.
July. If within 3 months of exposure to the stock on the Stock Exchange of Moldova newly issued shares were not sold or were sold in part, the executive body of the issuer, within 15 calendar days of the expiry of that period will making decisions nevîndute actions to reduce capital at their nominal value by canceling the shares in question and transfer these funds to former owners. Nevîndute cancellation of shares and reduction of share capital of the issuer shall be made only after obtaining permission National Bank for capital distribution.
August. Within 30 calendar days from the date of approval of the decision of the executive body of the issuer on reduction of share capital by canceling shares acquired restructuring programs prior to enrollment in the State Register of Securities amendments and the Certificate of state registration of the securities issuer will present the National Commission of Financial Market following documents:
8.1. application for a change;
8.2. executive decision on canceling those shares;
8.3. statement of account of the issuer on the number of purchased;
8.4. copy of the notification regarding reduction of share capital, published in the Official Gazette of the Republic of Moldova;

8.5. Original (originals) Certificate of state registration of securities;
8.6. copy of the annual accounts of the issuer (the Bureau of National Statistics);
8.7. copy of the payment order on fee in the amount set forth in the Annex to the decision of Parliament approving the budget of the National Commission of Financial Market for the year.
September. Control over the execution of this decision is entrusted with monitoring the Directorate General Directorate issuers and securities supervision.
II. This decision shall enter into force on the date of adoption.


COMMISSION VICE NATIONAL FINANCIAL MARKET Iurie FILIP