B RUSSELS D UBAI F RANKFURT L ONDON M ADRID M ILAN M UNICH N EW D ELHI N EW Y ORK P ARIS S INGAPORE S TOCKHOLM T OKYO 1 4416731v1 DUAL LISTINGS KAZAKHSTAN,

BRUSSELS DUBAI FRANKFURT LONDON MADRID MILAN MUNICH NEW DELHI NEW YORK PARIS SINGAPORE STOCKHOLM TOKYO

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DUAL LISTINGS

KAZAKHSTAN, RUSSIA, UKRAINE AND THE UNITED KINGDOM

WHAT IS THE REGULATORS’ APPROACH?

BRITISH RUSSIAN LAW ASSOCIATION

24 October, 2007

Sergei OstrovskyPartner, Ashurst

[email protected]: +44 (0) 20 7638 1111

www.ashurst.com


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INTRODUCTION (I)

• Dual listing in the context of CIS jurisdictions – Domestic listing (e.g. admission to the Official List of the

Kazakhstan Stock Exchange)– International listing (e.g. admission to the Official List of the UK

Listing Authority – Main Market)

• International/Global Offerings, including IPOs

• Domestic Offerings

• What is being offered?– Equity securities vs. Debt securities– Depositary receipts


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INTRODUCTION (II)

• Who is the offeror/issuer?– Place of registration vs. place where the assets are

located/operations conducted

• How can a regulator’s approach be ascertained?– Regulations/public statements


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KAZAKHSTAN

• Regulator: Kazakhstan Agency for Regulation and Supervision of Financial Markets and Financial Organisations (FMSA)

• Website: www.agn.kz• Stock Exchange (s)

– Kazakhstan Stock Exchange (KASE) www.kase.kz– New Development: Regional Financial Centre of Almaty

(RFCA) www.rfca.kz• Special trading floor – tax and economic incentives• Integration with international capital markets & co-operation

with the London Stock Exchange (21 November 2006)


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KAZAKHSTAN

RELEVANT REGULATIONS

• Kazakhstan Law No. 461-II “On Securities Market” dated July 2, 2003 (“Securities Law”)

• The KASE Listing Rules dated February 6, 2002 (“KASE Rules”)

• Rules of the Kazakhstan Agency for Regulation and Supervision of Financial Market and Financial Organizations (“FMSA”) No. 270 dated July 30, 2005 (“FMSA Rules”)

• Kazakhstan Law No. 145-III “On Regional Financial Centre of Almaty” dated August 18, 2006 (“RFCA Law”)


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KAZAKHSTAN

SECURITIES LAW (Article 22-1)

• Applies to the issue of securities outside Kazakhstan• Prior permission of FMSA is required • Earlier issued securities must be listed on a stock exchange in Kazakhstan• Shares must achieve one of top two categories of listing (in practice – highest

category “A”)• 20 per cent of issue must be offered in Kazakhstan • Compulsory resolution of the issuer to this effect is required• Rights issue: 20 per cent threshold may be lower if shares are issued in order

to satisfy existing pre-emption rights over such shares


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KAZAKHSTANILLUSTRATIONS (1)

Dual Listing

• JSC KazMunaiGas Exploration Production, incorporated in Kazakhstan

– In December, 2004 all shares were admitted to the Official List of the KASE (full listing requirements category “A”)

In September, 2006 Global Offer was made for 23,083,791 shares of which 17,898,878 were in the form of shares and 5,187,913 were in the form of GDRs @ KTZ 11,163.39 per share and US$14.64 per GDR (each representing 1/6th of a share)

– In Kazakhstan shares were offered in accordance with the securities laws of Kazakhstan (Domestic Offer)

• Other examples of dual listings

– JSC Kazkommertsbank, December 2006– JSC Halyk Bank, November 2006


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KAZAKHSTANILLUSTRATIONS (2)

International listing only(No domestic listing)

• IPO of Kazakhmys Plc, incorporated in England and Wales

– In October, 2005 UK Listing. Global offer of 122,477,716 ordinary shares

– No domestic Offer in Kazakhstan

• IPO of Shalkiya-Zinc N.V., incorporated in the Netherlands

– In December, 2006 Global Offer (ex USA) of 16,100,000 GDRs (each representing 1/10th of a share)


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RUSSIA

• Russian Regulator - Federal Service for

Financial Markets

• Website(s): www.fcsm.ru www.ffms.ru

• Main Stock Exchange(s) – Russian Trading Systems (RTS) www.rts.ru– Moscow Interbank Currency Exchange (MICEX)

www.micex.com


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RELEVANT REGULATIONS

• Federal Law on the Securities Market, N39-FZ, dated 20 March 1996 (as amended) (“Securities Law”)

• Order of FSFM, N06-5, dated 12 January 2006 (“FSFM Order”)

RUSSIA


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SECURITIES LAW, ARTICLE 16

• Express rights for Russian issuers to issue securities outside of Russia

– Prior permission of FSFM required– Listing of securities on a Russian stock exchange is required – Number of equity securities placed outside Russia must not

exceed threshold established by FSFM from time to time• FSFM permission may be given simultaneously with the

local registration of the issue of securities• FSFM has 30 days to make a decision and 30 days for

additional enquiries – total 60 days

RUSSIA


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FSFM ORDER • Sets out conditions for Russian issuers wishing to

apply for the issue of securities outside of Russia– Sets out relevant provisions of the Securities Law in

more detail– Sets out comprehensive list of documents/application

procedure • Domestic registration in Russia and listing on at least

one Russian stock exchange are required• Shares being issued must be capable of being

acquired in Russia on a local stock exchange through a local broker

RUSSIA


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FSFM ORDER (cont…)

• Number of shares issued outside of Russia must not exceed 35 per cent of the total share capital of the Russian issuer from time to time

• At least 30 per cent of any new issue of shares must be offered in Russia, therefore not more than 70 per cent of such new issue may be issued abroad

RUSSIA


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RUSSIA

ILLUSTRATIONS

• Dual Listing: Sistema, incorporated in Russia– Shares listed on RTS and MICEX since 2004 – Global Offering in February 2005

• Dual Listing: Rosneft, incorporated in Russia– International Offering of GDRs – Domestic Offering of shares. Shares have been listed and in

July, 2006 admitted to trading on RTS and MICEX• International Listing: Pyaterochka Holding N.V., incorporated

in the Netherlands– Global Offering of GDRs in May, 2005– No Domestic Offering


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RUSSIAQUOTES*

• “We must return the capital market back to Russia. Political decisions will need to be made in relation to the depositary receipts, and to those foreign-registered holding companies which manage Russian assets and which are controlled by Russian owners.” Oleg Vjugin, former Head of FSFM, Vedomosti, 21.09.2006

• “[50 per cent limit on the issue of shares abroad] is our steady position. We want to ensure that Russian investors have access to the IPOs of Russian companies”. Vladislav Streltsov, former Deputy Head of FSFM, Kommersant, 05.12.2006

* As published on the FSFM website


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• New Development: Russian Depositary Receipts (RDRs)

– Depositary Receipts issued in Russia and representing foreign securities

– Russian depositary to issue RDRs– Currency control issues

RUSSIA


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UKRAINE

• Regulator: The Ukrainian State Securities and Stock Market Commission (SSMSC)

• Website: www.ssmsc.gov.ua

• Stock Exchange (s)– First Ukrainian Stock Trading System (www.pgts.com)


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UKRAINE

Relevant Regulations:

• Law on Securities and Capital Market (23 February 2006) (“Securities Law”)

• Regulation on Issue of Securities by Ukrainian issuers outside of Ukraine (17 October, 1997) (“Old Regulation”)

• Draft Regulation on Permitted Issue of Securities by Ukrainian Issuers outside of Ukraine (“Draft New Regulation”)


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UKRAINE

• Securities Law, Article 37– Prior permission of SSMSC is required– Domestic registration of the issue– Domestic trading of the securities on an Ukrainian

Stock Exchange• Draft New Regulation

– Shares issued abroad must not exceed 30 per cent of the total share capital

– Disclosure of information relating to issue of securities abroad

• Old Regulation


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• The Ukrainian Stock Exchange, First Securities Trading System (PFTS) signed an agreement with the Warsaw Stock Exchange (WSE) on introduction of double listing on 16 May 2007

• No Ukrainian registered company listed its GDRs on the London Stock Exchange

• Several listings of Depository Receipts on other stock exchanges (e.g. Vienna Stock Exchange)

UKRAINE


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IPOs of Holding Companies

• Ukrproduct Group Ltd, incorporated in Jersey

– Admitted on AIM, placed 11,214,953 shares @ 53.5p per share in February, 2005

• Ferrexpo plc, incorporated in England and Wales – Global offer in June, 2007– Admitted to the Official List of UKLA (Main Market)

UKRAINE ILLUSTRATION


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UNITED KINGDOM

• Regulator: Financial Services Authority (UK Listing Authority)

• Website: www.fsa.gov.uk

• Stock Exchange: London Stock Exchange www.londonstockexchange.com– Main Market (Official List)– AIM


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UNITED KINGDOM

Relevant Regulations:• Financial Services and Market Act 2000• Companies Act 1985• Companies Act 2006 (if the issuer is incorporated in England

and Wales)• Listing Rules (Main Market)• Prospectus Rules• Disclosure Rules & Transparency Rules• LSE Admission and Disclosure Standards (Main Market only)• AIM Rules (AIM)

B RUSSELS D UBAI F RANKFURT L ONDON M ADRID M ILAN M UNICH N EW D ELHI N EW Y ORK P ARIS S INGAPORE S TOCKHOLM T OKYO 1 4416731v1 DUAL LISTINGS KAZAKHSTAN,

Documents

kazakhstan shares

b russels d ubai f rankfurt

kazakhstan agency

4416731v1 kazakhstan

shares slide

fmsa rules kazakhstan

kazakhstan ipo of shalkiya

rfca law slide