on the steps, timelines, procedures for cancellation of shares and issuance of new shares in the commercial bank Moldova Agroindbank S.A.



Published: 15.04.2016 in Official Gazette No. 100-105 art no: 556 date of entry into force: 07.04.2016 MODIFIED HCNPF63/18 of 16.12.16, MO459-471/2218 23.12.16 art. Coordinated: National Bank of Moldova _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ in ensuring the execution in accordance to provisions of article 156 paragraph 1. (3) financial institutions Act No. 550-XIII of 21.07.1995 (republished in the Official Gazette of the Republic of Moldova, 2011, no. 78-81, art. 199) (hereinafter-the law of financial institutions), in accordance with article 1 para. (1), article 3, article 8 b) and subparagraph (c). t), art. 9 para. (1) (a). (d)), article 21 paragraph 1. (1), article 22 para. (3) and article 3. 25 para. (2) of law No. 192-XIV of 12.11.1998 "Concerning the National Commission for financial market" (republished in the Official Gazette of the Republic of Moldova, 2007, nr. 117-126 BIS), article 7 of law No. 11.07.2012 171 from "capital market" (Official Gazette of the Republic of Moldova, 2012, no. 193-197, 665), law No. 1134-XIII of 02.04.1997 "joint stock companies" (republished in the Official Gazette of the Republic of Moldova, 2008, no.1-4, art. 1) and Instructions on how to state registration of securities approved by the decision of the National Commission of financial market nr. 9/9 (republished in withing the Official Gazette of the Republic of Moldova , no. 170-175, art. 987), NATIONAL BOARD of FINANCIAREHOTĂRĂŞTE MARKET: commercial bank "Moldova Agroindbank" S.A. (hereinafter submitter), whose securities placed covered by art. 156 paragraph 1. (3) of the Act, financial institutions will undertake the following measures: 1. The Executive Body of the issuer, within 15 calendar days after having approved the decision on the cancellation of shares and issuing new shares, will be submitted to the National Commission of financial market following documents: 1.1. application for cancellation of the shares with the previous restructuring programs and issuance of additional shares at the same number and the same class;
1.2. the Executive Body's decision on canceling the shares of the issuer and the issue of new shares, with exposure to the sale on the stock exchange of Moldova;
1.3. a copy of the issuer's annual balance sheet (National Statistics Office);
1.4. original (originals) of the certificate of State registration of securities;
1.5. a copy of the payment order regarding payment of fees and disbursements in accordance with the annex to the decision of the Parliament approving the budget of the National Commission of financial market for that year.
2. The National Commission for financial market, within 15 calendar days from the date of submission by the issuer of the application and all documents referred to in paragraph 1 of this decision:-will be making entries in the State Register of securities regarding the cancellation of the shares with the previous restructuring programs and issuance of the certificate of State registration of securities issues and restructured;
-will register in the State Register of securities shares issued from the issue of additional shares and will issue the certificate of State registration of securities.
3. pursuant to the decision of the executive body of the issuer and of the decision of the National Commission for financial market, society registry "Registry-correct" and investment companies that keep track of the securities which have become incidental to the provisions of article 15(1). (3) and art. 156 paragraph 1. (3) of the law on financial institutions within three calendar days, will cancel the accounts of holders of the securities in question.
4. Society of registry "Registry-correct, within the period referred to in point 3, will introduce a transitional until the sale of newly issued shares and/or purchase by the issuer of the shares in question in the register of shareholders on the issuer's account entries related additional issue of shares.
   41. The deadline for the sale of new shares issued by the issuer shall not exceed 9 months from the date of the exposure to the sale.
[Item 41 in the redaction HCNPF63/18 of 16.12.16, MO459-471/2218 23.12.16 article 1.]
5. The decision of the executive body of the issuer of the shares issue will also contain information regarding the sale price: the newly-issued shares, and how to determine the exposure of the latter, the term thereof to the regulated market and/or the multilateral trading system and the conditions in which they can be modified (for example price: where after the first exposure to the sale shares shall not be sold the Executive Body may decide by the gradual reduction of the price). Within 15 calendar days after the records referred to in point 4, the Executive Body will reveal to the public the information regarding the date of commencement of sale of shares newly-issued issuer (by placing the opinion respectively on the official website of the issuer, be examined, the stock exchange of Moldova, publication in the press organ established in the statutes of the issuer).
[Section 5 amended by HCNPF63/16.12.16, MO459 18-471/23.12.16 article 1.2218] 5.1. The initial price of the sale of the shares will be determined in the following manner: (a) initial exposure) price at retail will be equal to the weighted average trading price of the issuer's shares on the secondary market of the past three years, related to the training of which he participated in at least 1% of the issued shares of the class b) or, where the provisions of subparagraph (a)) may not be applied the initial price of the sale of the shares will be determined as the weighted average price of purchase by holders of shares, on which incident became article 15 paragraph 1. (3) and art. 156 paragraph 1. (3) of the law on financial institutions, or, c) where the provisions of subparagraph (a)) or the letter b) cannot be applied, the initial price of the sale will be equal to the net assets of the issuer on a course of action, in accordance with the last financial statements audited.
5.2. the 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 the decision of the National Commission of financial market nr. 13/4 of 25.03.2016 "on some interim measures concerning the trading on the stock exchange of Moldova shares held in the capital of a bank" (Official Gazette of the Republic of Moldova, 2016, 79-89, art. 471). 
5.3. The amount received from the sale of shares newly issued will be recorded and made available to the former keeper, after forfeiture sale expenses, including fees on the issue of additional shares in size laid down in the annex to the decision of the Parliament approving the budget of the National Commission of financial market for that year and the amounts of fines which have been applied.
3.4. the list of people who have bought shares of the issuer to be submitted within 5 calendar days of the expiry of the period stipulated in paragraph 7, the National Commission of financial market and the National Bank of Moldova.
6. Where the National Bank of Moldova ascertains that the purchase of shares in the newly-issued, the person has not complied with the provisions of the law on financial institutions and section 5 subpct 5.2., this will be excluded from the list, issuer being obliged to repay, means monetary to acquire shares and include them in the number of shares to be cancelled.
7. If the shares issued were not sold or were sold partly, the executive body of the issuer, within 15 calendar days of the expiry of the period laid down in the decision of the Executive Body on exposure to the sale of new shares issued, will make the decision for purchase nevîndute shares in order to reduce the share capital through the cancellation of shares concerned and the transfer of these monetary means to former owners. If within three months from the date of sale to the exposure towards the stock exchange of Moldova's newly-issued shares were not sold or were sold partly, the executive body of the issuer, within 15 calendar days of the expiry of that period, you will take the decision to purchase the shares in nevîndute in order to reduce the share capital at the nominal value thereof through the cancellation of shares concerned and the transfer of these monetary means to former owners. Cancellation of nevîndute shares and reduction of the share capital of the issuer shall be made only after obtaining the permission of the National Bank of Moldova to share capital.
[Item 7 in section 18 of HCNPF63/16.12.16, MO459-471/2218 23.12.16 article 1.]
8. within 30 calendar days from the date of approval of the issuer's Executive Body decision on the reduction of share capital through the cancellation of shares acquired with the previous restructuring programs, for inclusion in the State Register of securities changes and issuance of the certificate of State registration of securities, the issuer shall submit to the National Commission of financial market following documents: 8.1. application for registration of amendments;
8.2. the Executive Body's decision on canceling the shares in question;

5.2. the extract from the account of the issuer of the number of shares purchased;
5.2. a copy of the opinion on the reduction of share capital, published in the Official Gazette of the Republic of Moldova;
5.3. the original (originals) of the certificate of State registration of securities;
5.3. a copy of the annual review of the issuer (National Statistics Office);
5.4. a copy of the payment order regarding the size of the fee set out in the annex to the decision of the Parliament approving the budget of the National Commission of financial market for that year.
9. control of the execution of the given decision is put in charge of the Directorate-General monitoring and surveillance Directorate issuers securities.
II. this decision shall enter into force on the date of its adoption.

VICE-CHAIRMAN of the NATIONAL COMMISSION of FINANCIAL MARKET Karen Fahie