NSSMC refused to register the issue of shares of Rivne-based NK «VERES»

NSSMC (National Securities and Stock Market Commission) received a package of documents from PJSC «Rivne NK «VERES» for registration of the share issue, but the regulator found violations of the law.

The Resolution to issue shares through an additional issue of shares of the existing nominal value, into which the company’s monetary liabilities will be transferred, was approved by the rehabilitation manager of the PJSC. It is envisaged to increase the size of the company’s authorized capital by UAH 81,770,100 by placing 817,701 ordinary registered shares with a par value of UAH 100.

The placement was to take place among the company’s creditors (who are participants in the share placement) included in the 4th priority of satisfaction of creditors’ claims in accordance with the Rehabilitation Plan in the bankruptcy case of PJSC.

Having reviewed the package of documents in detail, NSSMC issued a Resolution to refuse to register the issue of shares of NK VERES. The reason was that the agreements concluded with the persons participating in the placement, which resulted in monetary obligations of the PJSC, were not approved by the relevant body of the company in accordance with the procedure established by the Law of Ukraine on Joint Stock Companies.

It should be noted that in accordance with the requirements of Article 108 of the Law of Ukraine on Joint Stock Companies, a significant transaction, a related-party transaction made in violation of the procedure for making a Resolution on its execution, creates, changes, terminates the civil rights and obligations of a joint stock company only if the transaction is subsequently approved by the company in accordance with the procedure established for making a Resolution on its execution.