1. The investment intermediary servicing the increase of capital shall submit a statement according to Form 01/E20 of this procedure for registration of issue of rights. The following documents for registration of issue of rights shall accompany the statement:
1.1. certified copy of a decision by the competent body of the issuer for increase of capital;
1.2. certified copy of the publication of the notification in Official Gazette;
1.3. certified copy of the contract of the issuer with the investment intermediary servicing the issue;
1.4. certified copy of a certificate for ISIN code;
1.5. certified copy of a decision of the Financial Supervision Commission for approval of the prospectus for capital increase (for joint stock companies with special investment purpose and other companies whenever legal requirements for such exist);
Document for paid registration fee for the issue of rights.
2. The investment intermediary under item 1 shall be obliged to observe that all rules and regulations be kept with reference to performance of the procedure on capital increase, as well as regarding the internal regulations of the company itself.
3. Following the submission of the full set of documents under item 1, Central Depository shall register the issue in compliance to the terms in the regulations.
When the issuer has not specified the way of registration of the rights on accounts (of the client or of the issuer), the registration shall be performed respectively by personal accounts of the holders in the General Register or by their client accounts with the investment intermediary, depending on where the shares are as of the moment of registration of the issue of rights.
For registration of rights entirely by client accounts, no depository receipts shall be issued.
In case of initial capital increase of a joint stock company with special investment purpose, the rights shall be registered on an account of the investment intermediary - underwriter of the issue or on a client issue account of the issuer with the investment intermediary - underwriter of the issue, in compliance to the contract pursuant to item1.3
For registration following the procedure under item
3.1., the issuer may require the issuing of the depositary receipts through the investment intermediary, for the rights registered by personal accounts. The receipts shall be provided to the owners as determined by the issuer.
Depository receipts shall be printed out within a term taking in consideration the technological time necessary for processing the information including the printing itself about which the issuer shall be notified in writing by the issue by the Central Depository AD of the registration act.
By decision of the issuer for the registered rights on personal accounts depository receipts may not be issued/printed out. In such a case the following requirements have to be fulfilled:
There should be a contract concluded between the issuer and an investment intermediary selected by the issuer for servicing the investors with rights on personal accounts, including a provision that the investment intermediary is entitled to require information by the Central Depository and based on it, to issue a document following the procedure pursuant to items 3.3 and 3.4 of this procedure for the rights held. This document (Enclosure 2/П20), contains the following obligatory and essential elements:
name of the investment intermediary – issuer of the document;
number of the document and date of issue;
the full name and civil identification number (ЕГН), respectively title and BULSTAT of the holder of rights;
number of the personal account of the holder of rights (holder);
the amount of rights on the account at the moment of check-up;
ISIN code of issue;
A letter of notification by the issuer to Central Depository AD with regard to the circumstances under item 3.3. accompanied by a certified copy of the contract under item 3.3.1.
The check-up on the rights held and the issue of a document Form 02/E17 shall be performed only through the investment intermediary with whom the issue has concluded the contract pursuant to item 3.3.1. Due to its specificity, the notification МТ522 shall not contain the number of the personal account of the holder, but it shall be announced in the contract by Central Depository – notification МТ 521. Every certificate has an unique number formed by the global number of the intermediary as a prefix and the number of notification МТ 522. The investment intermediaries pursuant to item 3.3.1 shall not have the right to provide information taken from the certificate and/or its copy to anyone but the holder or to a person so authorized by an express power of attorney certified by a notary.
When transferring the rights from the personal to the client account, the number of the certificate under item 3.3.1 shall be entered in the three-layer paper-based order instead of a number of a depository receipt.
4. Following the registration of the issue of rights, Central Depository shall issue an Act for Registration of the Issue.
The holders of rights willing to exercise them and to acquire shares against them shall announce this circumstance to the investment intermediary.
In case the rights are not on a client account with the investment intermediary pursuant to item
4.1, this investment intermediary based on a statement pursuant to item 4.1, shall open a client account for the respective issue of rights with the intermediary, in accordance to Enclosure 06/П06 – for rights registered on personal account and in accordance to Enclosure 07/П07 – for rights registered on client account with another investment intermediary.
The investment intermediary under item 4.1.1 shall send a notification МТ542 with data about the client, ISIN code of the issue of rights, the number of shares, which shall be recorded. The investment intermediary servicing the issue of rights shall send a notification МТ540 with data about the issuer and the number of shares to be recorded to the person under item 4.1. In case of correspondence between the two notifications, the system of the Central Depository shall block the respective number of rights on the current account pursuant to item
In case that instead of the notifications pursuant to item
4.1.2 the respective investment intermediaries send notifications МТ543 and МТ541, containing also data about the effecting of the payment, Central Depository (CD) shall transfer the respective amounts from the account of the investment intermediary pursuant to item 4.1.1 to the account of the investment intermediary servicing the issue of rights.
Within 3 /three/ working days following the completion of the procedure for capital increase the investment intermediary under item 1 shall be obliged to notify CD in writing about that.
5. Procedure for the sale under the conditions of an open auction pursuant to Art.112B, Para.7 of rights in case of capital increase of a public company.
The investment intermediary servicing the capital increase of the public company shall:
Notify Central Depository AD about the forthcoming auction pursuant to item 5 three working days prior to the date of the auction itself.
Within the term as per item
5.1.1 state opening of a client account of the issuer in accordance to the Rules and Regulations of CD AD.
State at Central Depository the issuance of certificate of the exercised and not exercised rights and shall pay the respective fee according to the Service Price Tariff of Central Depository.
When preparing the certificate pursuant to item 5.1.3., it shall encompass also the rights, subject to a procedure of inheritance, however, excluding stated transfers as of the moment of preparation of the certificate. These shall be deblocked in the system of Central Depository in order to be taken out of the inheritance procedure and shall be included in the overall number of rights offered at the auction.
In case the rights are subject of an ordered transfer with regard to an inheritance, they shall not be deblocked, so that the completion of the transfer is ensured.
During the following working day at the latest /two working days prior to the date of the auction/ Central Depository AD shall perform the order under item
Central Depository AD shall automatically transfer the rights against which there are no shares listed from the new issue, including the rights pursuant to item
22.214.171.124, to the client account as per item
5.1.2. two working days prior to the auction.
The investment intermediary shall state in the Central Depository the issuance of certificate for the amounts received from the sale of rights on the account of CD and that the disposition with these amounts may be performed only following the entry at CD of the court registration of capital increase. The certificate shall be issued following the completion of transfers of the issue of rights, resulting from the auction pursuant to item 5.
In case of order of distraint of assets including rights, the body ordering the distraint shall be notified about the presence of the rights in the portfolio of the debtor. This shall not be the case when the order of distraint comes following the conclusion of the deals at the auction. In these cases Art.109 c, Para.1 of LPOS shall apply. When listing shares against rights the distraint shall be transferred on to the shares.
Completion of deals from the auction pursuant to Art.112b from LPOS.
All deals resulting from the auction shall be completed according to Enclosure 07/П07 from the Rules and Regulations of CD AD, with regard to deals with securities.
In case not all the rights are sold at the auction, the allocation of the overall number of unsold rights shall be performed based on the following algorithm:
The unsold rights shall be distributed in proportion to the number of rights transferred pursuant to item
5.3. in the overall pool of rights of the respective holder.
The right may not be severed.
The following quotient shall be formed of sale of rights:
The sum of sold rights
Q = 1 - _________________________________
Sum of rights offered at the auction
The number of offered rights in the overall pool of each holder shall be multiplied by the quotient of sale Q.
The figures resulting pursuant to item 126.96.36.199 for unsold rights shall be rounded off following the principle: for a fraction lesser than 0.5 – to the smaller whole number, for a fraction higher or equal to 0.5 – to the higher whole number.
The amounts pursuant to item 188.8.131.52 shall be summed up and shall be taken out of the total amount of unsold rights.( difference Р = unsold rights – sum of rights pursuant to item 184.108.40.206 /following rounding off/).
For every subject and participant in the pool for the auction a quotient of mistake shall be determined D = (sum under item 220.127.116.11 – calculated sum under item 18.104.22.168 ) / calculated sum under item
If Р / from item 22.214.171.124.1. / is a positive figure, then 1 /one /is added to the sum under item 126.96.36.199 of the holder with the lowest quotient D, if it is a negative figure, then 1 /one/ is taken out of the sum under item
188.8.131.52 of the holder with the highest quotient D. If there are holders with equal maximum or minimum quotients D, the operation shall be performed on a lottery principle among them. With the amount thus calculated the holder shall participate in the further calculations instead of with the amount under item
The algorithm shall be repeated from item 184.108.40.206.1. to item 220.127.116.11.3., until the result becomes Р =0 .
The unsold rights from the auction received pursuant to item 5.6.1. or item 5.6.2. shall be returned to the accounts of their holders / back pursuant to the procedure in item 5.3. / on the next working day following completion of settlement of all deals of the auction.
Investment intermediary underwriter of the issue shall state and CD shall prepare data on the persons who have listed rights. The preparation of the data shall be charged in compliance to the Service and Price Tariff of CD.
6. Order for distribution of the amounts received on account of Central Depository as a result of sale of rights and listing of shares in case of capital increase of issuer.
Terms and procedure of completion of issue of rights and distribution of amounts received in result of concluded deals with these rights at the stock exchange.
In case of completed issue and received amounts in result of concluded deals at the stock exchange for the sale of rights, at the CD documents for registration of the shares from the capital increase shall be submitted pursuant to item 3 from Enclosure 02/E02:
Investment intermediary member of CD, which services the issue, shall submit a statement communicating the completion of the issue and indicating the account of the investment intermediary where CD shall have to transfer the amounts from the sales of rights;
The issuing company shall submit a notification in writing indicating the bank account where the funds from sales from personal accounts through auction at the stock exchange shall be transferred.
CD shall transfer the funds from sales of rights registered on personal and client accounts within up to 10 working days following the deblocking of the shares from the capital increase pursuant to item 3.4.3 from Enclosure 02. In case the conditions of item 6.1.2 and item 6.1.3 are not fulfilled, the term shall start as from the moment of their implementation.
Following the completion of issue of rights CD shall perform the following actions:
CD shall prepare a list of persons – sellers of rights by investment intermediary, and delivery of this list to investment intermediary. The list shall contain the full names, respectively title, civil identification number (ЕГН) /BULSTAT, amount to be transferred to the benefit of the person.
CD shall notify by an electronic message investment intermediaries- sellers, about the completion of the issue following implementation of the conditions under item
6.1. In case investment intermediary is underwriter of the issue of rights, it is obliged to declare in writing to CD the account on which the amounts for the purposes of this procedure shall be transferred.
CD shall transfer the amounts on an account of investment intermediary as indicated in item
Terms and procedure for allocation of amounts as a result of auction at the stock exchange.
In case of amounts received as a result of auction for sale of rights from client accounts, the procedure pursuant to item 6.1 shall apply.
CD shall provide the issuing company with a list of the persons to whom the amounts shall have to be transferred that have been received from sale of rights. The list shall contain the data as per item 6.2.