Entity, Consultant or Prescribed Legal Entity (hereinafter collectively the “Applicant” in this Article) shall have the right to address the Exchange to receive the following services:
1) services of preliminary consideration of documents to include securities (including
Exchange-registered bonds) in the List (changing the listing level). When this service is provided, the Exchange performs the procedure of securities pre-listing (hereinafter, the “securities pre-listing”);
2) services of preliminary consideration of documents to include Exchange-registered bonds in the List and issue documents on Exchange-registered bonds. When this service is provided, the Exchange performs the procedure of Exchange-registered bonds pre-listing (hereinafter, the “Exchange-registered bonds pre-listing”).
Joint Securities Pre-listing and Exchange-registered Bonds Pre-listing, when the provisions of these Rules equally relate to them, are called pre-listing.
During Pre-listing, the following documents are considered depending on the procedure:
during Securities Pre-listing, documents are considered which are required to be submitted during the procedure of securities inclusion (including Exchange-registered bonds) in the List (Level 1, 2, 3) or the procedure of changing the level of securities listing in accordance with articles 7 or 16 of the Rules.
Provision of this service does not involve preliminary consideration of issued documents related to Exchange-registered bonds as specified in Article 11.3 of the Rules.
during Exchange-registered bonds pre-listing, documents are considered which are required to be submitted during the parallel procedure of Exchange-registered bonds inclusion in the List (Level 1, 2, 3) and registration procedures related to Exchange-registered bonds as specified in Article 7 and Article 11.2 of the Rules.
Provision of this service also involves preliminary consideration of Exchange-registered bond issue-related documents according to Article 11.3 of these Rules (except for documents required to register an additional issue of Exchange-registered bonds). The draft prospectus for the Exchange-registered bonds is preliminary considered in the event that the registration of the Exchange-registered bonds issue should be done with preparation and registration of a prospectus in accordance with Clause 1 Article 22 of Securities Market Law.
Pre-listing is done by the Exchange on the basis of the Application received from the Applicant.
1) For securities pre-listing, documents (draft documents) should be attached to the Application, the list of which is provided in clauses 1.1 (Table 1), 1.3, 1.5, 1.7, 1.9, or 1.13 of Annex 1 to the Rules, except for Applications on including securities on the List or on changing the level of listing (depending on the section of the List and the kind/type/category of security with regard to which the Application was submitted).
2) For Exchange-registered bonds pre-listing, documents (draft documents) should be attached to the Application whose list is provided in clause 1.1.6 (Table 2), Annex 1 to the Rules.
The Application and draft issue-related documents on Exchange-registered bonds shall be submitted to the Exchange before they are approved or signed by the issuer.
During securities pre-listing, the Exchange carries out an expert examination of the set of documents for compliance with the Rules and expert examination of securities (including Exchange-registered bonds) with regard to which the Application was submitted.
The securities expert examination is carried out by the Exchange to check the Organization’s compliance with the requirements of the Russian Federation laws on securities, regulatory acts of the Bank of Russia and the Rules, as well as compliance of the data in securities with the requirements provided by the Rules and regulatory acts of the Bank of Russia to include the securities into the relevant level of the List.
During Exchange-registered bonds pre-listing, the Exchange carries out an expert examination of a set of documents and expert examination of Exchange-registered bonds with regard to which the Application was submitted, in accordance with the procedure specified in clause 7.1.4 of this Article, and also in addition checks submitted draft issue-grade documents on Exchange-registered bonds for completeness of information available in them and compliance with requirements set by the Russian Federation laws on securities, Bank of Russia regulatory documents and requirements of the Rules then in effect, and shall also have the right to check veracity of the specified information.
The procedure of consideration of the Application and a complete set of documents, submitted for Pre-listing, complies with the procedure specified in Article 7 of the Rules, taking into account the peculiarities set by this Article.
The Exchange shall provide pre-listing services within 15 working days from the date of receiving the Application and a full package of documents required.
The Exchange provides the services specified in Clause 7.1.1 of this Article:
To the Entity – on the basis of the listing services agreement or an agreement on preliminary consideration of documents;
To the Consultant or Prescribed Legal Entity – on the basis of the agreement on preliminary consideration of documents.
Following Pre-listing, the Exchange shall, based on the expert conclusion of the Listing Department, send a notice to the Applicant about the results of preliminary documents consideration which contains the following information:
about compliance (non-compliance) of the set of documents for inclusion of securities (Exchange-registered bonds) in the List with the requirements of the Rules, and also about compliance (non-compliance) of securities (including Exchange-registered bonds) with the requirements of the Russian Federation laws on securities, requirements set in the regulatory acts of the Bank of Russia and the Rules for their inclusion in the relevant level of the List;
about compliance (non-compliance) of the issue-grade documents on Exchange-registered bonds with the requirements of the laws of the Russian Federation on securities, requirements set in the regulatory acts of the Bank of Russia and the Rules compliance with which is required during Exchange-registered bonds issuance (following Exchange-registered bonds pre-listing);
If discrepancies are found in the submitted documents, the notice of the results of preliminary documents consideration shall also specify the discrepancies found and/or specify sending in the electronic form of the relevant document that contains the found discrepancies and/or recommendations of the Exchange.
Receipt of a notice by the Applicant about compliance of submitted documents with all the necessary requirements is not the reason for the Exchange to make a positive decision about inclusion of securities (inclusive of Exchange-registered bonds) in the List (changing the level of listing) and (or) registration of the issue of Exchange-registered bonds.
Within 3 months (but no later than 15 working days before the term expiration) from the date of sending the notice about the results of preliminary documents consideration by the Exchange (pre-listing), the Applicant shall have the right to send considered documents to the Exchange for approval (expert examination) of eliminating discrepancies found by the Exchange.
If circumstances arose that touch upon the conditions defined in such documents, which require making changes after the Exchange sent the notice of preliminary documents consideration, the Applicant shall have the right to agree such changes with the Exchange within the specified terms.
The circumstances that touch upon the conditions determined in such documents that require making changes include, among other things:
occurrence of material events, appearance of new circumstances (facts) which touch upon the financial and economic activity or corporate governance of the Entity;
execution and disclosure of the accounting (financial) statements;
appearance of circumstances which may produce considerable influence on making a decision to buy relevant issue-grade securities;
making amendments in the Rules.
In the case of submission of an Application and the full set of documents required for inclusion of securities (including exchange-registered bonds) in the List (changes in the listing level), including registration of an issue of exchange-registered bonds, after their preliminary review (Pre-listing), the Application submitted by the issuer must contain an indication of the performance of their preliminary review (Pre-listing).
The procedure for consideration of an Application and the full set of documents necessary for the inclusion of securities (including exchange-registered bonds) in the List (changing of the listing level) and the procedure for the Exchange to make a decision on whether or not to include the securities in the relevant section of the List (change the listing level) carried out after the Pre-listing of the securities is similar to the procedure specified in Articles 7 or 16 of the Rules, respectively, taking into account the peculiarities established by this Article.
The procedure for consideration of an Application and the full set of documents necessary for the registration of an issue of exchange-registered bonds and their inclusion in the List and the procedure for the Exchange to make decisions to register or deny registration of an issue of exchange-registered bonds and to include or deny inclusion of the exchange-registered bonds in the corresponding section of the List carried out after the Pre-listing of exchange-registered bonds is similar to the procedure specified in Article 7 of the Rules, taking into account the peculiarities established by Article 11.2 of the Rules and this Article.
The Exchange shall make the decision to include or to deny inclusion of securities (including exchange-registered bonds) in the corresponding section of the List (change the listing level) after the provision of the Securities Pre-listing service, within 5 working days from the date of receipt of the relevant Application, and a full set of documents submitted in accordance with Articles 6 and 7 of the Rules (regardless of the listing level).
The Exchange shall make a decision to register or deny registration of an issue of exchange-registered bonds and to include or deny inclusion of the exchange-registered bonds in the relevant section of the List after the provision of the service of Pre-listing of exchange-registered bonds, within the time period established by Article 11.2.8 of the Rules.
The terms of making a decision specified in Clauses 7.1.15 and 7.1.16 of this Article shall be applied by the Exchange subject to simultaneous compliance with the following conditions:
the Application and the documents with regard to which the Exchange realized the Pre-listing were submitted to the Exchange no later than 3 months from the date of sending a notice about the results of preliminary documents consideration;
the Exchange established compliance of the submitted package of documents with the requirements of the Rules, as well as compliance of securities (including Exchange-registered bonds) with the requirements specified in the laws of the Russian Federation on securities, regulatory acts of the Bank of Russia and the Rules for inclusion of securities into the relevant level of the List, or all the discrepancies found by the Exchange following Pre-listing were corrected in the submitted documents;
all the conditions specified in Clause 7.1.11 of this Article are complied with regard to approval (expert examination) of elimination of discrepancies found by the Exchange, and/or making relevant changes in the documents with regard to which the Exchange realized pre-listing;
the Exchange established compliance of the issue-grade documents on Exchange-registered bonds with the requirements of the laws of the Russian Federation on securities, compliance with which is required during Exchange-registered bonds offering, or all the discrepancies found by the Exchange following Pre-listing were corrected in the submitted documents;
The form and contents of information included in issue-related documents on Exchange-registered bonds after their preliminary consideration (Pre-listing of exchange-registered bonds), submitted to the Exchange to register an issue of exchange-registered bonds, 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).