2011-09-07 | 73/04The President of the National Bank of Georgia issued this order to approve the Registration Rule governing the assignment of International Securities Identification Numbers (ISIN) and the registration of emission prospectuses. The rule establishes the procedures, required documentation, and specific coding formulas for issuing ISINs to securities intended for both public and private offerings in Georgia. It also defines the roles of various applicants, such as issuers and registrars, and mandates the notification of relevant market participants upon the granting of identification numbers.
Order N73/04 of the President of the National Bank of Georgia Of September 7, 2011, Tbilisi
On Approving the Registration Rule for Requesting, Granting an Identifications Number of Securities, Approved Emission Prospectus and Public Offer (title 1.05.2013N 45/04)
According to Article 15, paragraph 1, subparagraph "g" and Article 52, paragraph "f" of the Organic Law of Georgia "On the National Bank of Georgia" and Article 4, paragraph 15 of the Law of Georgia "On the Securities Market", I order:
c) Applicant – a person who expresses will to grant ISIN for securities; d) Appropriate security - a security issued by the issuer in accordance with the legislation of Georgia or the relevant country; (1.05.2013 N 45/04) e) Registration – the procedure for entering the basic data of the approved prospectus of the issue, and the notification regarding the private offer and/or the notification regarding the public offer of the issuer whose securities are admitted to trading on the recognized stock exchange of a foreign country, as well as the international financial institution and the development organization created with the equity participation of a foreign state in the register produced by the National Bank; (20.10.2015 N 99/04) f) Development organization created with the equity participation of a foreign state - (hereinafter: development organization) an entity created by the equity participants of a developed country provided for by the order N16/01 of the President of the National Bank of Georgia dated as of February 19, 2010, the purpose of which is the financing and promoting of development projects. (20.10.2015 N 99/04) Article 3. Granting ISIN
entities, or a document confirming the registration determined by the legislation of the relevant country according to the issuer's legal address. In the case of an international financial institution, as well as a development organization, it is possible to indicate the address of the website where the mentioned information is posted; c) issuer's firm name; d) names, surnames and positions of persons authorized to represent the issuer; e) legal address and actual address of the issuer; f) any restrictions on securities, if any; g) total nominal value of issued securities; h) in the case of debt securities, the dates of issuance and expiration of the security; i) Pre-determined interest rate, if any. 2. If the issuer applies to the National Bank no later than 1 month after the approval of the final prospectus with an application for the assignment of the ISIN, and with the said application it requests to assign a number to the securities approved by the last prospectus, there is no need to additionally submit the information that is already given in the said final prospectus. 3. Depending on the objectives of the legislation on securities, the National Bank may refuse to grant the ISIN. 4. If the applicant is the person specified subparagraphs "b", "c", "d","e", "f" and "g" of Article 5 of this rule, then such person must additionally submit a consent signed by a person authorized to represent the issuer, that the said person is given the right to request an identification number. 5. Securities intended for public offering in Georgia, which are issued by the issuer whose securities are admitted to trade on a recognized stock exchange of a foreign country, do not need to be reassigned a national identification number by the National Bank, if they already have an international identification number. 6. Securities intended for public offering in Georgia need to be assigned a national identification number by the National Bank, if their public offering is to be carried out by an issuer whose securities are admitted to a recognized stock exchange of a foreign country, but through a public offering in Georgia, issues a new class of securities that does not have an international identification number. In this case, the National Bank may request additional information about the owners of significant shares of the issuer (if any) and/or information about the securities to be issued, in particular, the class and number of securities to be issued. 6 1 . An international financial institution and a development organization may submit the documents provided for in this rule to the National Bank in English. (20.10.2015 N 99/04) 7. The National Bank assigns the ISIN to securities upon approval of the final prospectus. If the offer of securities does not require the approval of the issue prospectus, within 2 working days after submitting the application to the National Bank of Georgia, the National Bank of Georgia will review it and assign an identification number to the securities, if the submitted application meets the established requirements. (5.07.2018 N 144/04) Article 5. Request of information by the National Bank
b) securities registrar, in relation to the securities whose registrar services he provides; c) the registered owner of securities, in relation to the class of securities from which it owns as registered owner 1% or more; d) a brokerage company that acts for the interests of the person mentioned in subsection "c" of this article; e) central depository of securities; f) stock exchange; g) Member or partner organization of the Association of National Identification Number Agencies. 2. The documents and data provided by this rule can be submitted by the applicant in the form of both original and notarized copies. Article 6. Formula of ISIN for securities issued by issuers
Signs of securities Digit in place of each “C“ Ordinary 1 Preference 2 Convertible 3 With capital guarantee 4 With income guarantee 5 With bank guarantee 6 With coupon 7 With discount 8 Security issued without approving prospectus 9 Indefinite sign 0 If a security has more than three marks of the characteristics listed in this paragraph, then the marks are assigned in order from one to zero. 6. One digit from 0 to 9 shall be written in place of "T" to indicate the term or duration of the security, taking into account the following: Term of securities Digit in place of „T“ 1 month or less 1 More than 1 month, but up to 3 months 2 More than 3 months, but up to 6 months3 More than 6 months, but up to 9 months4 More than 9 months, but up to 1 year 5 More than 1 year, but up to 5 years 6 More than 5 years, but up to 10 years 7 More than 10 years 8 ( not determined yet) 9 Indefinite term 0 7. In place of "nnnn", the serial number assigned to each issuer by the National Bank shall be written. 8. Instead of "k", a single-digit number is written, which is calculated using the standard check digit of the "modulos 10 double-plus-double" formula, which is defined in the technical list 1 of the International Organization for Standardization (ISO) standard 6166:1994. Article 7. Formula for registration of notification regarding issue prospectus, public and/or private offer (17.07.2013 N 75/04) The issue prospectus, public and/or private offer notice will be assigned a number according to the ISIN-R-EE formula, where: a) ISIN: is the international security identification number;
b) R: b.a) in the case of an issue registered by the National Bank of Georgia, is 1; b.b) in the case of an issue registered by the National Securities Commission of Georgia, the Financial Monitoring Agency of Georgia and the Financial Supervision Agency of Georgia, is 0; b.c) in the case of emissions registered by the Ministry of Property Management of Georgia before 2003, and by the relevant successor ministry after 2003, is 9; b.d) in the case of emissions registered by the relevant regulatory bodies of other countries, is 5. c) EE = is the serial number of the issue for a particular issuer. Article 8. Record and notification