Ordinance No. 2 of 09.11.2021 on Initial and Ongoing Disclosure of Information in Public Offerings of Securities and Admission to Trading on a Regulated Market

ORDINANCE No. 2 of 09.11.2021 on Initial and Subsequent Disclosure of Information in Public Offerings of Securities and Admission of Securities to Trading on a Regulated Market

Pub. - State Gazette, No. 97 of 19.11.2021, effective from 01.01.2022; amended, No. 27 of 05.04.2022, effective from 05.04.2022; amended, No. 90 of 25.10.2024; amended, No. 10 of 04.02.2025; amended, No. 65 of 08.08.2025, effective from 08.08.2025; amended and supplemented, No. 29 of 24.03.2026; amended, No. 54 of 12.06.2026.

Adopted by Decision No. 231-N of 9.11.2021 of the Financial Supervision Commission

PART ONE
GENERAL PROVISIONS

Art. 1. (Amend. - SG, No. 29 of 2026) (1) This Ordinance regulates the requirements for:

1. the initial disclosure of information in public offerings of securities and admission to trading of securities on a regulated market, including regarding:
   a) the application under Art. 89p of the Public Offering of Securities Act (POSA) for approval of a prospectus by the Financial Supervision Commission (the Commission) and the documents attached to it; b) additional facts and circumstances contained in the prospectus of a special purpose vehicle, where applicable; c) the publication of prospectuses and their provision to investors; d) notification to the Commission of the results of the initial public offering of securities;
2. the subsequent disclosure of information by public companies and other issuers of securities, including regarding:
   a) the content of subsequent disclosure information via current notifications, periodic reports, statements, and other information, as well as the deadlines for its disclosure; b) the conditions for conducting and the content of the audit review under Art. 100o, para. 7 of POSA; c) the format, procedure, and manner of providing subsequent disclosure information to the Commission and the public; d) the public dissemination of the information and documents under letter "c"; e) the conditions for equivalence of requirements regarding periodic information; f) the content of the information document under Art. 100b, para. 7 of POSA.

(2) This Ordinance also determines the circumstances subject to disclosure by the management body of a public company to its general meeting of shareholders regarding large-value transactions and transactions with interested parties under Art. 114 of POSA.

(3) (Repealed - SG, No. 29 of 2026).

(4) This Ordinance also determines the minimum credit rating level assigned to an insurer, in the cases under Art. 100z, para. 4 of POSA.

PART TWO
INITIAL DISCLOSURE OF INFORMATION

Chapter One
APPLICATION FOR APPROVAL OF A PROSPECTUS

Art. 2. (Amend. - SG, No. 10 of 2025; amend., No. 65 of 2025, effective from 08.08.2025.)
(1) The application for approval of a prospectus is submitted using a form determined by the Vice-Chairman, heading the "Supervision of Investment Activity" Directorate (the Vice-Chairman), in person at the Commission's building or electronically.

(2) The following are attached to the application for approval of a prospectus:

1. the prospectus in electronic format with search capability within the document;
2. documents for the applicant (issuer, offeror, or person seeking admission of the securities to trading on a regulated market), including:
   a) (amend. - SG, No. 10 of 2025) for a legal entity - a current certificate of registration in the respective register, if the company is not registered in the Republic of Bulgaria, or provision of information ensuring free internet access to this register; b) a certified copy of the company's articles of association, if free internet access to the respective register is not ensured; c) the decision for the public offering of securities and/or for admission of the securities to trading on a regulated market and for adoption of the prepared prospectus by the competent body according to the company's articles of association; d) an explicit power of attorney, if the application is submitted by an authorized person;
3. the documents under item 2, letters "a" and "b" for the issuer of the offered securities, when the applicant is different from the issuer;
4. documents certifying guarantees provided by third parties for the issuer's obligations, as well as other documents, at the applicant's discretion, necessary to certify the information presented in the prospectus, and when the guarantee is insurance - a document certifying compliance with the requirements of Art. 100z, para. 4 of POSA;
5. documents certifying compliance with special legal requirements in specific cases of public offering of securities or admission of securities to trading on a regulated market, where such requirements exist;
6. (amend. - SG, No. 65 of 2025, effective from 08.08.2025.) a document certifying the payment of the corresponding fee according to Ordinance No. 76 of 12.06.2025 on the fees collected by the Financial Supervision Commission (SG, No. 51 of 2025), if the fee has not been paid electronically.

Chapter Two
PROSPECTUS OF A SPECIAL PURPOSE VEHICLE

Art. 3. In addition to the information provided in Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market and repealing Directive 2003/71/EC (OJ, L 168/12 of 30 June 2017) (Regulation (EU) 2017/1129), its implementing acts, and POSA, the prospectus of a special purpose vehicle also includes the information under Annex No. 1.

Chapter Three
OTHER REQUIREMENTS RELATED TO THE PUBLICATION OF PROSPECTUSES AND THEIR PROVISION TO INVESTORS

Art. 4. (Amend. - SG, No. 65 of 2025, effective from 08.08.2025.) All approved prospectuses, including electronic links to the locations of the internet pages where the prospectuses are published, are published in the register under Art. 30, para. 1, item 3 of the Law on the Financial Supervision Commission (LFSC).

Art. 5. On the first page of the subscription or purchase contract for securities in a public offering, with the exception of the cases under Art. 89v of POSA, respectively on the front side of the purchase orders for securities traded on a regulated market, it is clearly indicated:

1. that subscription of securities or transactions with securities are not carried out and payments related thereto are not permissible before the Commission has approved the prospectus for the public offering of securities or for admission of securities to trading on a regulated market, respectively before the expiry of the term under Art. 89g, para. 5 of POSA, as well not earlier than 7 days after the publication of the notice for the public offering of securities, respectively before the regulated market admits the securities for trading;
2. that it is in the interest of investors to acquire securities after familiarizing themselves with the prospectus approved by the Commission and that they can obtain it free of charge at the places where the securities are offered for subscription or purchase, including in the offices of the issuer, the securities offeror, the investment intermediaries, and the banks participating in the public offering of the securities;
3. the internet pages where the prospectus is published according to Art. 21, paragraph 2 of Regulation (EU) 2017/1129.

Art. 6. (1) When the issuer or offeror extends the subscription period for a public offering of securities in the manner and under the conditions of Art. 89l of POSA, it makes corresponding amendments to the prospectus related to the extended subscription period.

(2) The issuer or offeror immediately notifies the Commission of the extension of the subscription period. The notification is submitted in person at the Commission's building or electronically.

(3) The following are attached to the notification:

1. the prospectus with reflected amendments in electronic format with search capability through electronic means;
2. the decision to extend the subscription period by the competent body according to the company's articles of association.

Chapter Four
NOTIFICATION OF THE RESULTS OF THE INITIAL PUBLIC OFFERING OF SECURITIES

Art. 7. (Suppl. - SG, No. 27 of 2022, effective from 05.04.2022.) (1) The issuer or the investment intermediary under Art. 5 of POSA is obliged to notify the Commission regarding the results of the initial public offering of securities within 7 days from its completion, including providing the following information:

1. the date of completion of the public offering;
2. the total number of subscribed or sold securities;
3. the amount received from the subscribed or sold securities;
4. the amount of commission fees and other costs of the public offering, including fees paid to the Commission.

(2) The persons under para. 1 present to the Commission a document from the Central Depository of Securities for the registration of the issue immediately after its issuance. When other circumstances subject to registration in the register under Art. 30, para. 1, item 3 of LFSC according to Ordinance No. 15 of 5.05.2004 on the keeping and storage of registers by the Financial Supervision Commission and on the circumstances subject to registration (SG, No. 54 of 2004), documents containing the required data are also presented.

(3) (New - SG, No. 27 of 2022, effective from 05.04.2022.) When the issuer under para. 1 is a public company within the meaning of Art. 110 of POSA, the deadline for presenting the information and documents under paras. 1 and 2 is 3 working days from the completion of the initial public offering.

Art. 8. In the event that the initial public offering of securities ends unsuccessfully, the Commission, upon the proposal of the Vice-Chairman, deletes the issuer, respectively the issue of securities, from the register under Art. 30, para. 1, item 3 of LFSC in the manner and under the conditions of Ordinance No. 22 of 29.07.2005 on the conditions and procedure for registration and deletion of public companies, other issuers of securities, and issues of securities in the register of the Financial Supervision Commission (SG, No. 66 of 2005).

Art. 9. The persons under Art. 7, para. 1 notify the Commission if the registration of the increase in the issuer's capital in the Commercial Register is refused within 3 working days from the entry into force of the issued refusal. In this case, the Commission, upon the proposal of the Vice-Chairman, deletes the issuer, respectively the issue of securities, from the register under Art. 30, para. 1, item 3 of LFSC, if within 10 working days from the entry into force of the issued refusal under the first sentence the issuer does not present evidence of additional actions taken by it to register the increase in its capital in the Commercial Register.

PART THREE
SUBSEQUENT DISCLOSURE OF INFORMATION

Chapter Five
CONTENT OF SUBSEQUENTLY DISCLOSED INFORMATION

Section I
Content of subsequently disclosed information by issuers of securities (Title amend. - SG, No. 27 of 2022, effective from 05.04.2022.)

Art. 10. The annual financial report for activity contains the documents and information under Art. 100n, paras. 4, 7, and 8 of POSA, adapted to the requirements of Art. 100n, para. 10 of POSA, and for public companies - also to the requirements of Art. 100n, para. 13 of POSA, except in the cases of Art. 100n, paras. 11 and 12 of POSA, as well as:

1. information according to Annex No. 2, included in the annual activity report under Art. 100n, para. 4, item 2 of POSA, and a non-financial statement according to Art. 48-50 of the Accounting Law, when there is an obligation to prepare it;
2. for public companies - the information under Annex No. 3;
3. annual statements according to a form determined by the Vice-Chairman;
4. an electronic link to the location of the internet page of the public company where the inside information under Art. 7 of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (Market Abuse Regulation) and repealing Directives 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ, L 173/1 of 12 June 2014) (Regulation (EU) No 596/2014) regarding circumstances occurring during the past year is published, or an electronic link to the information agency or other media chosen by the issuer, through which the company publicly discloses inside information.

Art. 11. The annual consolidated financial report for activity contains the documents and information under Art. 100n, paras. 5, 7, and 8 of POSA, adapted to the requirements of Art. 100n, para. 10 of POSA, except in the cases of Art. 100n, paras. 11 and 12 of POSA, as well as:

1. information according to Annex No. 2, included in the annual activity report under Art. 100n, para. 4, item 2 of POSA, the information under Chapter Seven, Section II of the Accounting Law, and a non-financial statement according to Art. 51-52 of the same law;
2. annual statements according to a form determined by the Vice-Chairman.

Art. 12. (Amend. - SG, No. 27 of 2022, effective from 05.04.2022.) (1) The half-yearly financial report for activity contains the documents and information under Art. 100o, para. 4 of POSA, as well as:

1. information according to Annex No. 4;
2. an electronic link to the location of the internet page of the public company where the inside information under Art. 7 of Regulation (EU) No 596/2014 regarding circumstances occurring during the respective half-year is published, or an electronic link to the information agency or other media chosen by the issuer, through which the company publicly discloses inside information;
3. statements according to a form determined by the Vice-Chairman;
4. additional information, including:
   a) information on changes in accounting policy during the reporting period, the reasons for their implementation, and how they are reflected in the financial result and equity of the issuer; b) information on changes occurring in a group of companies within the meaning of the Accounting Law of the issuer, if it participates in such a group; c) information on the results of organizational changes within the issuer, such as transformation, sale of companies from a group of companies within the meaning of the Accounting Law, contributions in kind from the company, leasing of property, long-term investments, cessation of activity; d) an opinion of the management body regarding the possibilities for realization of published forecasts for the results of the current financial year, taking into account the results of the current half-year, as well as information on the factors and circumstances that will affect the achievement of the forecasted results at least until the end of the current financial year; e) for public companies - data on persons holding directly and/or indirectly at least 5 percent of the votes in the general meeting at the end of the half-year, and changes in the votes held by persons for the period from the beginning of the current financial year to the end of the reporting period; f) for public companies - data on shares held by members of the management and supervisory bodies of the issuer at the end of the half-year, as well as changes occurring for the period from the beginning of the current financial year to the end of the reporting period for each person individually; g) information on pending judicial, administrative, or arbitration proceedings concerning obligations or receivables of at least 10 percent of the issuer's equity; if the total value of the issuer's obligations or receivables in all initiated proceedings exceeds 10 percent of its equity, information on each proceeding individually is presented; h) information on loans granted by the issuer or its subsidiary, or by their subsidiaries to one person or its subsidiary, including guarantees provided or obligations undertaken, in total to one person or its subsidiary, including related parties, with indication of names or company name and EIK of the person, the nature of the relationship between the issuer or its subsidiaries and the borrower, the amount of the unpaid principal, interest rate, date of contract conclusion, including additional agreements, final maturity date, amount of obligation undertaken, specific conditions different from those specified in this provision, as well as the purpose for which they were granted, if they are designated as such.

(2) (Repealed - SG, No. 27 of 2022, effective from 05.04.2022).

(3) For public companies, the interim activity report must also contain at least the following information on concluded significant transactions with related parties within the meaning of applicable accounting standards:

1. transactions between related parties, concluded during the reporting period of the current financial year, which have significantly affected the financial position or results of activity of the company in this period;
2. changes in concluded transactions with related parties, disclosed in the annual report, which have a significant impact on the financial position or results of activity of the company during the respective reporting period of the current financial year.

(4) When a public company does not prepare a consolidated financial report, the information under para. 3 must contain at least information on transactions with related parties, concluded by the company, including the value of the transactions, the nature of the connection between related parties, and other information necessary to assess the financial position of the company, if these transactions are significant and not concluded under ordinary commercial conditions. The information on transactions may be summarized by type, unless the separately presented information on transactions is necessary to assess their impact on the financial position of the company.

(5) The content of the audit review under Art. 100o, para. 7 of POSA must comply with international auditing standards.

Art. 13. (1) The half-yearly consolidated financial report for activity contains at least the information under Art. 100o, para. 4 of POSA and under Art. 12, para. 1.

(2) The report under para. 1 also contains the audit review with the content under Art. 12, para. 5, if such has been prepared.

Art. 14. The public notice on financial position contains the documents and information under Art. 100o1, para. 4 of POSA, as well as information according to Annex No. 4.

Art. 15. (1) The public notice on the financial position of an issuer that prepares a financial report on a consolidated basis contains the information under Art. 14.

(2) In the cases under Art. 100o1, para. 7 of POSA, the provisions of Art. 12 and 13 apply respectively.

Section II
Requirements for Equivalence of Subsequently Disclosed Information (Title amend. - SG, No. 27 of 2022, effective from 05.04.2022.)

Art. 16. The Commission may consider that the requirements of the legislation of a third country are equivalent to the requirements under Art. 100n, para. 4, items 2 and 4 and Art. 100o, para. 4, items 2 and 3 of POSA and Art. 10, item 1, if according to the legislation of the respective country:

1. the annual activity report contains at least the following information:
   a) a fair review of the development and results of the activity of the issuer and its state together with a description of the main risks it faces, which presents a balanced and comprehensive analysis of the development and results of the activity of the issuer and its state in accordance with the size and complexity of the activities it carries out; the analysis under the previous sentence must include financial, and when applicable - non-financial key performance indicators, relevant to the respective activity in accordance with the degree necessary for the correct assessment of the development, results of activity, or state of the issuer; b) indication of important events occurring after the end of the financial year; c) information on the probable future development of the issuer;
2. the interim activity report is required in addition to the requirement for a complete set of financial reports and the report contains at least the following information:
   a) a review of the reporting period; b) information on the probable future development of the issuer for the next quarter of the financial year; c) for equity issuers - information on large transactions between related parties, if this information is not disclosed currently;
3. persons within the issuer are responsible for the annual and interim financial information, and more specifically for the compliance of the financial reports with applicable information disclosure standards or accounting standards and for the reliability of the management review included in the activity report.

Art. 17. (1) The Commission may consider that the requirements of the legislation of a third country are equivalent to the requirements under Art. 11, if according to the requirements of the legislation of the respective country:

1. the presentation of financial reports on an individual basis of the parent company is not mandatory, but the issuer with its seat in that third country is obliged, when preparing consolidated financial reports, to include the following information:
   a) for equity issuers - method for calculating dividends and possibility for their payment; b) for all issuers, when applicable - minimum capital requirements and liquidity;
2. the issuer may provide the Commission with additional audited disclosures containing information on the individual reports of the issuer as a separate entity regarding the information under item 1; the disclosures under the previous sentence may be prepared according to the accounting standards applicable in the third country;
3. the issuer, whose seat is in that country, is not obliged to prepare consolidated financial reports, but is obliged to prepare its report on an individual basis according to international accounting standards or according to national accounting standards equivalent to these standards, and the report is audited by an independent auditor.

(2) If the financial information under para. 1, item 3 does not correspond to the mentioned standards, it must be presented in the form of restated financial reports.

Section III
(Amend. - SG, No. 27 of 2022, effective from 05.04.2022.)
Content of subsequently disclosed information from an issuer from the opening of insolvency proceedings until its declaration of insolvency

Art. 18. (Amend. - SG, No. 27 of 2022, effective from 05.04.2022.) (1) The issuer, regarding which insolvency proceedings have been opened, until its declaration of insolvency, presents to the Commission and the public information as a going concern according to Art. 10-15.

(2) The person under para. 1 is obliged to disclose inside information under Art. 7 of Regulation (EU) No 596/2014 in the manner and within deadlines adapted to the requirements of Regulation (EU) No 596/2014.

Section IV
Content of subsequently disclosed information from an issuer for which a decision on liquidation has been registered in the Commercial Register (Title amend. - SG, No. 27 of 2022, effective from 05.04.2022.)

Art. 19. (Suppl. - SG, No. 27 of 2022, effective from 05.04.2022.) (1) The issuer, regarding which a decision on liquidation has been registered in the Commercial Register, until the moment of its deletion from the register under Art. 30, para. 1, item 3 of LFSC, sends to the Commission only the following information:

1. initial accounting balance upon liquidation no later than 60 days from registration in the Commercial Register of the decision on liquidation;
2. annual accounting balance upon liquidation no later than 90 days from the completion of the financial year, if the proceedings have not ended;
3. final accounting balance upon liquidation no later than 30 days from satisfaction of creditors' claims;
4. quarterly notifications on the current stage of the proceedings;
5. statements according to a form determined by the Vice-Chairman;
6. notifications containing inside information under Art. 7 of Regulation (EU) No 596/2014;
7. information on the chosen method for liquidation of the company's property;
8. the name of the sub-contractor and the essential conditions of transactions in the liquidation of the company's property.

(2) The accounting balances under para. 1, items 1-3 are...