Pursuant to the Commission's National Odonanței on financial markets (C.N.P.F.) No. 39/2 from 29.07.201611 and C.N.P.F. Vice-Chairman Order No. 43/1 of 29.07.2016, was performed a complex control regarding compliance with legislation in the field of capital market to the company register register Guarantor "JSC (hereinafter Registrar) for the period from 01.04.2009-31.07.2016 activity, in which were found the following.
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ 1 "Monitorul Oficial" of the Republic of Moldova, by 2016. 256-264, art. 1297 in the period of supervision of the Registrar and the activity pursuant to licence No. 000060 from 13.01.2005, valid until 13.01.2010, licence No. 000605 from 13.01.2010, valid until date of 13.01.2015, and of 0004 No. 31.12.2014 from for the right to carry out the basic task of keeping registers of holders of securities and related advice and services concerning corporate relations with term of validity up to 13.01.2020, C.N.P.F. granted by Decision No. 65/4 of 31.12.20142 "With regard to the authorization of the company register company limited by shares" Registry-Garant "." The capital of the Registrar shall constitute 268 800 lei divided into nominative ordinary shares 5 346 (ISIN MD14RGNT1002) with a nominal value of 50 and 150 leis of registered preferred stock (ISIN MD24RGNT1000) with nominal value of 10 lei.
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ 2 Official Gazette of the Republic of Moldova, 2015, no. 1-10, art. 15 in the period of supervision of the Registrar has admitted breaching the provisions of the legislation related to mandatory requirements in relation to the work of the registry established by the normative acts of C.N.P.F., including the conditions of authorisation.
According to the contracts concluded with the company's employees, the Registrar has 5 employees who have qualification certificates to activate the capital market, previously issued by the C.N.P.F. within the inspection it was found that the Registrar's headquarters, de facto, are present on a daily basis throughout the work programme only 2 people (Assistant Director and Registrar). Checking mail C.N.P.F. with the Registrar, including the reports submitted by it, starting with the appointment of the Director, revealed that most of the documents are signed by the Deputy Director. Therefore, the person who holds the position of director of the Registrar exercises the exclusive powers of the staff throughout the duration of its work programme. At the same time, according to the information held by the Registrar C.N.P.F. the Director represents the interests of a person with a qualified joint venture of an investment company, shares which were acquired in violation of the provisions of article 7. 40 para. (1) of law No. 171 of 11.07.2012 "capital market" (hereinafter-the law No. 171 of 11.07.2012) (3), and the licence of activity on the capital market has been withdrawn as a result of non-execution starting from C.N.P.F. Resolution nr. 37/14 from 22.07.20164.
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ 3 Monitorul Oficial al Republicii Moldova, 2012. 193-197, art. 665 4 Official Gazette of the Republic of Moldova, by 2016. 232-244, art. 1236 would unite of the exposed, the Registrar has admitted the failure even to. 86 para. (1) (a). d) Law No. 171 of 11.07.2012, paragraph 122 and item 123 of the regulation on licensing and authorization on the capital market, approved by Resolution No. C.N.P.F. 56/11 of 14.11.2014 (hereinafter Regulation No 56/11 of 14.11.2016) 5.
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ 5 Monitorul Oficial al Republicii Moldova, 2015, no. 1-10, art. 11 Furthermore, the Registrar has informed according to item 125 C.N.P.F. subpct. 14) and item 139 of Regulation No 17. 56/11 of 14.11.2014 regarding changes to the list of employees of the Registrar.
People who administer have not provided Registrar activity observance of art. 1, art. 140 paragraph 1. (1) and paragraph 1. (15) in accordance with law No. 171 of 11.07.2012, paragraph 121 and 122 of the implementing regulation, item No. 56/11 of 14.11.2014 through the acceptance of employment relationships with persons employed within the registry to another company.
During the period of supervision of the Registrar services of hold of the register for 129 of issuers, as well as the recorded transfer of ownership within about 1 618 total transaction volume of about 541 317 023 lei (table no.1).
The type of transactions
01.04.2009-payers
2010
2011
The year 2012
2013
2014
2015
01.01.2016-31.07.2016
Nr.de trans, unit.
The value of transactions, lei
Nr.de trans, unit.
The value of transactions, lei
Nr.de trans, unit.
The value of transactions, lei
Nr.de trans, unit.
The value of transactions, lei
Nr.de trans, unit.
The value of transactions, lei
Nr.de trans, unit.
The value of transactions, lei
Nr.de trans, unit.
The value of transactions, lei
Nr.de trans, unit.
The value of transactions, lei
Sale-purchase
283
789 673
39
864 159
48
2788933
110
650 576
194
26 883 833
55
238 936
80
1 974 044
15
155 544
Donation
18
1057438
10
394130
17
905621
7
5902916
21
422330
22
159546
14
147158
13
219132
Legacy
100
450605
154
656725
55
212497
45
167607
48
183001
36
112699
29
51361
18
218565
Contribution to social capital
1
45599372
5
64802736
9
8332473
0
0
2
2162944
7
28144860
0
0
0
0
Court decision
3
3605265
18
9744980
6
249348649
5
21700000
1
239960
0
0
2
10706
0
0
Others
3
596278
8
1328470
60
455660
9
42078397
1
100000
10
2211087
25
15130791
14
120505
TOTAL
408
52098631
234
77791200
195
262043833
176
70499496
267
29992068
130
30717958
150
17314060
60
713746
Following verification of primary documents that formed the basis of the preliminary findings of the Registrar in keeping the register, there were cases of non-compliance with the provisions of annex 2 to Decision No. C.N.P.F. 15/1 of 16.03.2007 "approving about how to hold a register of holders of registered securities of the Registrar and the nominal holder" 6 (hereinafter-the Regulation No. 15/1 of 16.03.2007), section 7.1.13 of Regulation No 17. 15/1 of 16.03.2007 and item 10 of Resolution No. C.N.P.F. 12/4 of 10.03.2015 "on some interim measures on capital market" (hereinafter-the C.N.P.F. Decision No 12/4 from 10.03.2015), have been repealed at the time of 15.04.2016, the registration by the Registrar of the sale-purchase transactions.
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ 6 Monitorul Oficial of the Republic of Moldova, 2007, nr. 51-53, art. 199 7 Official Gazette of the Republic of Moldova, 2015, no. 59-65, art. at the same time, 46 of 479 transactions of sale-purchase of shares issued by two companies limited by shares having been registered by the Registrar in violation of requirements of price set out in point 12, paragraph 3. (1) (a). b) of C.N.P.F. Judgement No. 12/4 of 10.03.2015, which determined including violation of point 25 of the Hotărărea C.N.P.F. nr. 60/12 of 24.12.2009 "regarding the approval of the instruction on the content, drawing up, submission and publication of reports of the professional participants of the securities market" 8 (hereinafter Decision No. 60/C.N.P.F. 12 from 24.12.2009), repealed with effect from the date of 06.09.2015, and point 23 of Resolution No. C.N.P.F. 38/5 from 03.07.2015 "on approval of Instruction regarding the reporting persons licensed and authorized capital market" 9 by submitting erroneous information and inaccurate reports about the transactions registered outside the regulated market and MTF, as well as in the reports regarding the payment of fees for transactions registered outside the regulated market and MTF. Furthermore, the Registrar has admitted failure to comply with the requirements of legislation concerning checks and duties set out in paragraph 3 of the decision of the Parliament of the Republic of Moldova nr. 104 from 28.05.2015 "With regard to the budget of the National Commission of Financial Market ' 10 and item 18 lit. b) of the regulation on the manner of levying taxes and payments by the National Commission for financial market, approved by Resolution No. C.N.P.F. 45/8 of 06.09.200711.
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ 10 official Gazette of the Republic of Moldova, 2015, no. 139-143, art. 268 11 Monitorul Oficial of the Republic of Moldova, 2007, nr. 165-171, art. Contrary to the provisions of point 616 7.1.11 7.1.13 and item of Regulation No 17. 15/1 of 16.03.2007, Registrar has recorded 2 transmission operations in securities custody where information on the number of securities listed in the disposal of transmission does not correspond with the entries made in the register system hold.
The Registrar, on 04.05.2012, a transfer of property as a result of the inheritance of securities without having to report the operation thus F the C.N.P. being violated provisions of point 21 of the instruction regarding the content, drawing up, submission and publication of reports of the professional participants of the securities market, which was approved by Resolution No. C.N.P.F. 60/12 of 24.12.2009.
As a result of verifying training records of shareholders, it was found that the Recorder had been admitted cases of non-compliance with the requirements of point 4.3 lit. a), b), c) and (e) of Regulation No 17). 15/1 of 16.03.2007 and point 3.1.1 of the contract type of keeping the registry.
As a result of verifying compliance with the procedure for terminating contracts hold registers of holders of securities, it was found that during the supervision of the Registrar has admitted the violation point 13.4.1, section 13.6.5, section 13.6.8 13.6.7 and item of Regulation No. 15/1 of 16.03.2007.
In examining the documents related to the manner of calling and conduct of annual and extraordinary general meetings of shareholders of the Registrar from 12.08.2011, 03.05.2013, 03.05.2012, 20 September 2011, 18.09.2013, 31.01.2014, 30.01.2015 and 29.01.2016, was not insured for the preparation of materials for the agenda, and the signature of the sole shareholder decisions of general meetings of shareholders is not authenticated by the notary, auditor or which violates the provisions of article 56, paragraph 1. (2) letter b), art. 64 para. (1) and paragraph 1. (3) (a)) of the law No. 1134-XIII of 02.04.1997 "on joint stock companies" (hereinafter-the law No. 1134-XIII of 02.04.1997) and item 19.1 of the Statute of the Registrar.
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ 12 Reprinted: Monitorul Oficial al Republicii Moldova, 2008, nr. 1-4, art. 1 earlier in inspected Registrar activity were found violating the licensing conditions as well as deviations in pursuit of hold a register of holders of securities, for which C.N.P.F. has warned people with reference to the liability of the Registrar with respect to the need to respect the unconditional legislation and provisions of normative acts in force and applied sanctions in the form of withdrawal of the certificate of qualification of Registrar and administrator for the application of fines on persons shall with reference to the liability of the Registrar.
Based on the above, pursuant to article 1 para. (1), article 3, article 4 para. (1) and paragraphs 1 and 2. (2) article 8 subparagraph (c). b) and subparagraph (c). f), art. 9 para. (1) (a). (d)). j) and lit. n), art. 20 para. (1), article 22 para. (1) and paragraphs 1 and 2. (3), para. (2) of law No. 192-XIV of 12.11.1998 "Concerning the National Commission for financial market", article 13. 1, art. 5, art. 140 paragraph 1. (15), art. 144 paragraph 1. (1) paragraphs 1 and 2. (2) (a). (b)), para. (3) paragraphs 1 and 2. (4) and paragraph 1. (6) of the law No. 171 of 11.07.2012 "capital market", the regulation on licensing and authorization on the capital market, regulation on the manner of keeping the register of holders of registered securities of the recorder and the nominal holder, _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ 13 Republished Official Gazette of the Republic of Moldova, 2007, nr. 117-126 BIS NATIONAL COMMISSION of financial market
DECIDES: 1. apply the warning public registry Management Company "Registru-Garant" consensus unconditional compliance with the laws in force.
2. has the Company Director of contravențională registry "Registry-Garant", Mrs. Maria Varsan, amendments to the code of the Republic of Moldova.
3. the Management Company Shall prescribe the registry "Registry-Garant" undertaking measures for elimination of violations reflected in the Act.
4. Society of registry "Registry-Garant" S.A. will inform the National Commission of financial market within 10 working days of the measures undertaken in order to execute this judgment, enclosing confirmative documents.
5. proficiency shall be submitted to the National Centre on September 19, after appropriate materials control results regarding compliance with legislation on complex capital market by the company registry "Registry-Garant" 6. In the case of the registry "Registry-Garant" JSC will be admitted any violations of related laws in force keep the register of holders of securities, held for authorisation to conduct its business of safeguarding of the register will be withdrawn.
7. The control over the execution of the given decision is put in charge of the Directorate-General securities supervisory authority.
8. this decision shall enter into force on the date of its adoption, shall be published on the official website of the National Commission of financial market (www.cnpf.md) and in the Official Gazette of the Republic of Moldova.
VICE-PRESIDENT of the NATIONAL COMMISSION of financial market Karen Fahie
