Article 11.3. Procedure for Preliminary Review of Documents in Relation to Exchange-Regulated Bonds
The issuer of exchange-regulated bonds or the entity providing the issuer with the documentation drafting services in relation to exchange-regulated bonds (before and hereinafter, the Consultant) may request from the Exchange the services of preliminary review of the following documents (before and hereinafter, issue-related documents in relation to exchange-regulated bonds):
documents necessary for the registration of the exchange-regulated bond program (draft of exchange-regulated bond program, draft resolution on approval of exchange-regulated bond program (if submitted), draft prospectus for exchange regulated bonds (if exchange-regulated bond program is accompanied by preparation and registration of an exchange-registered bond prospectus)/draft notice of prospectus preparation and draft resolution on approval of the prospectus for exchange regulated bonds if submitted);
documents necessary for the registration of the exchange-regulated bonds issue (draft resolution on the exchange-regulated bonds issue, draft resolution on the exchange-regulated bonds placement (if submitted), draft prospectus for exchange regulated bonds (if registration of the exchange-regulated bonds issue is accompanied by preparation and registration of an exchange-registered bond prospectus)/ draft notice of prospectus preparation and draft resolution on approval of the prospectus for exchange regulated bonds (if submitted);
documents necessary for the registration of an additional issue of the exchange-regulated bonds, when it is accompanied by the preparation and registration of an exchange-registered bond prospectus (draft resolution on placement of an additional issue of the exchange-regulated bonds (if submitted), draft prospectus for exchange regulated bonds and draft resolution on approval of the prospectus for exchange regulated bonds);
documents necessary for the registration of the exchange-regulated bond prospectus (draft exchange-regulated bond prospectus, draft resolution on approval of the prospectus for exchange regulated bonds (if submitted).
The Exchange shall conduct preliminary review of the issue-related documents in relation to exchange-regulated bonds on the basis of the Application received from the issuer or the Consultant.
The Application shall be accompanied by the documents (draft documents) referred to in Clause 1.1.6 (Table 1) Annex 1 to these Rules.
The Application and the draft issue-related documents in relation to exchange-regulated bonds shall be filed with the Exchange before the issuer approves or signs issue-related documents in relation to exchange-regulated bonds.
In the course of the preliminary review of the issue-related documents in relation to exchange-regulated bonds, the Exchange shall verify them for the completeness of the information contained therein and for their conformity with the requirements of the securities law of the Russian Federation and the requirements of these Rules in effect at the date of such preliminary review of the documents related to exchange-regulated bonds, and may verify the accuracy of such information.
The procedure for the review of the Application and the full set of documents filed for the preliminary review of the issue-related documents related to exchange-regulated bonds shall be similar to the procedure referred to in Article 7 of these Rules, with due regard to the specific rules set out in this Article.
The Exchange shall review the Application and the issue-related documents in relation to exchange-regulated bonds filed for preliminary review purposes within the following time limits after the date of submitting the Application and the complete set of required documents:
in relation to documents necessary to register a program or an issue (additional issue) of exchange-registered bonds accompanied by the registration of the exchange bond prospectus or documents, necessary to register the exchange bond prospectus – within 20 working days;
in relation to documents necessary to register a program or an issue of exchange-registered bonds which is not accompanied by the registration of the exchange bond prospectus (also when a notification of prospectus preparation is submitted) – within 15 working days.
The Exchange shall provide the preliminary review service in relation to the issue-related documents related to exchange-regulated bonds: if to the issuer, based on the listing service agreement; if to the Consultant, based on the agreement of preliminary review of documents.
Following the preliminary review of the issue-related documents related to exchange-regulated bonds the Exchange shall, based on the expert opinion issued by the Listing Department, give a notice to the Applicant (the issuer or the Consultant) that the documents related to the issue of exchange-regulated bonds filed for the purposes of such preliminary review are or are not consistent with the requirements of the laws of the Russian Federation on securities to be complied with, those including, where applicable, in connection with the offering of exchange-regulated bonds (with an indication to any inconsistencies identified, and/or with an indication to the electronic submission of a document describing any inconsistencies identified and (or) the Exchange's recommendations).
If the issue-related documents related to exchange-regulated bonds are filed after their preliminary review, the Application filed by the issuer shall contain an indication to this.
The procedure for consideration of the Application and the full set of documents and the procedure for the Exchange to make decisions to register or deny registration of an exchange-registered bond program, to register or deny registration of an issue (additional issue) of exchange-registered bonds, to register or deny registration of an exchange-registered bond prospectus and to include or deny inclusion of such exchange-registered bonds in the relevant section of the List, carried out after the Preliminary review of issue documents on exchange-registered bonds, is similar to the procedure specified in Article 7 of the Rules, taking into account the peculiarities established by Articles 11.2, 11.4 and 11.5 of the Rules and this Article.
The decisions of registration or denial of registration in relation to the bond issue (additional issue) of Exchange-registered bonds, program of exchange-registered bonds or their prospectus after the Preliminary review of issue-related documents in relation to exchange-regulated bonds shall be made by the Exchange within the period specified Clauses 11.2.8, 11.2.9, 11.4.6 and 11.5.3 accordingly, provided that every requirement listed below is met:
The Exchange satisfied itself that the issue-related documents related to exchange-registered bonds that were filed for preliminary review purposes are consistent with the requirements of the laws of the Russian Federation on securities to be complied with, including those in connection with issuance of exchange-regulated bonds (where applicable), or that any inconsistencies with the requirements of the laws of the Russian Federation identified by the Exchange in the course of preliminary review were rectified in the documents so filed;
Application and a complete set of relevant documents were filed with the Exchange within 3 months after preliminary review of issue-related documents in relation to exchange-regulated bonds.
The form and contents of information included in issue-related documents on Exchange-registered bonds after their preliminary consideration, submitted to the Exchange to register a program of Exchange-registered bonds , an issue (additional issue) of exchange-registered bonds or their prospectus, comply with the requirements of laws of the Russian Federation on securities and Rules effective at the date of such documents approval or signing (at the date of making relevant decisions).