the XETRA Prague Automated Trading System

Transcription

1 Exchange Rules Part XVII RULES OF TRADING AND SUBSCRIPTION OF SHARES ON THE START MARKET for the XETRA Prague Automated Trading System

2 TABLE OF CONTENTS: Article 1 Scope of Regulation...Chyba! Záložka není definována. Article 2 START Market Trading Days... 3 Article 3 Trading Procedure...Chyba! Záložka není definována. Article 4 Right to Enter Orders and Conclude Transactions...Chyba! Záložka není definována. Article 5 Subscription of New Shares...Chyba! Záložka není definována. Article 6 Publication of Concluded Transactions and Subscription Results...Chyba! Záložka není definována. Article 7 Cancellation of Concluded Transactions and Contractual Penalties... 5 Article 8 Effect...Chyba! Záložka není definována. Page 2

3 Article 1 Scope of Regulation (1) These Rules govern the principles and conditions for trading and subscription (hereinafter referred to as subscription ) of registered shares (hereinafter referred to as shares ) admitted for this purpose to the START market of Prague Stock Exchange (hereinafter referred to as the START Market ) that members of Prague Stock Exchange (hereinafter referred to as the Exchange ) execute via the XETRA Prague automated trading system (hereinafter referred to as XETRA ). Article 2 START Market Trading Days (1) START Market trading days (i.e. START Days), within the meaning of these Rules, shall mean all days on which the XETRA system is open to the Exchange members for trading and subscription of securities admitted to the START Market. The START Day calendar shall be determined by the Exchange and published for the following calendar year in advance in the Exchange Bulletin. The Exchange may modify the START Day calendar in exceptional cases even during the current year. Article 3 Trading Procedure (1) Trading and subscription of securities admitted to the START Market shall only be executed in the XETRA trading system using the Single Auction trading procedure. (2) The method of trading in the Single Auction trading procedure shall be governed by the Exchange Rules III. Rules for Single Auction and Continuous Trading, unless stated otherwise below. (3) In the case of the issues of shares for which is necessary to be compliant with the conditions set by relevant laws on subscription of shares without the publication of a prospectus, the Exchange sets a lot (minimal tradeable number of shares) so, that minimal tradeable amount of shares prescribed by a relevant law is followed. Article 4 Right to Enter Orders and Conclude Transactions (1) All members of the Exchange shall have the right to enter buy orders in the XETRA system for their own account or for the account of third parties (clients). The members of the Exchange are obliged to ensure that a power of attorney that empowers to sign the subscribers list according to the Art. 5 (3) of these rules is issued and deliver to the Exchange before any buy orders are entered. The sample of the power of attorney is the annex of these rules. Page 3

4 (2) The following persons shall have the right to enter sell orders in the XETRA system for their own account or for the account of third parties (clients): a) Exchange members representing the issuer, b) Exchange members representing the owners of the shares sold. Article 5 Subscription of New Shares (1) New shares may only be subscribed by the Exchange members in their own name and based on a relevant authorisation pursuant to Section 4 (2) (h) of the Capital Market Undertakings Act, regulating subscription or placement of investment instruments with a commitment of their subscription. (2) In the event of subscription of new shares, any member of the Exchange in the subscriber position in the issue in question shall be obliged, no later than the date specified in the Settlement System Rules of the Central Securities Depository Prague, to provide financial collateral to secure payment of the entire subscription price in the amount corresponding to the total price of the primary subscription trades settled by such a member. (3) The Exchange enters relevant information about the subscribing member under the Section 481 (2) of the Act 90/2012 Coll., on Business Corporation. The subscribing member of the Exchange shall ensure that at the latest at 12:00 of the day when a financial collateral is provided according to the paragraph 2 hereabove, the subscribers list is signed by the person entitled to act and sign on behalf of the member of the Exchange. If the subscribers list is not signed within the mentioned period, the subscribers list shall be signed on the bases of a power of attorney provided according to the Art. 4 (1) of these rules. (4) No later than one hour after the completion of the Main Trading Phase of each issue, by telephone and subsequently also by to the address trading@pse.cz, the selling member shall be obliged to identify for the Exchange any paired orders that the member entered based on the requirements of the issuer in the XETRA system for the purpose of subscription, as well as any paired orders that the member entered in the XETRA system for the purpose of selling the existing securities based on the requirements of the existing shareholder/s in accordance with the conditions set out in the security prospectus by the issuer. Identification of the order shall mean the order number assigned by the XETRA system (system number of the order). Paired sales orders that are not identified by the entering member using the method specified above shall be considered a standard secondary sale of shares whose sale has not been pre-regulated in the security prospectus. Article 6 Publication of Concluded Transactions and Subscription Results (1) At the end of each Trading Day, trading and subscription results shall be published electronically on the Exchange s website and on the Exchange s premises. Page 4

5 Article 7 Cancellation of Concluded Transactions and Contractual Penalties (1) The Exchange shall inform its members on fulfilment of conditions for subscription or sale of shares (see paragraph 2) after the end of trading of each issue. (2) If the number of newly subscribed or sold shares in concluded transactions does not correspond to the minimum number or other conditions specifically laid down in advance in the applicable security prospectus by the issuer and published by the Exchange, the conditions for subscription or sale through a public offering have not been met. In the event of failure to meet the precedent condition, the concluded transactions shall not become exchange trades, they shall be recorded as invalid, and the Exchange members shall not be bound by them. (3) If a subscribing member of the Exchange fails to provide financial collateral to secure payment of the subscription price for the subscribed shares in accordance with Article 5 (2), such a member shall pay to the Exchange a contractual penalty amounting to 10% of the total subscription price of the shares attributable within the subscription to that member, i.e. not less than CZK 500,000 and not more than CZK 2,000,000. If, however, failure to provide financial collateral by any member of the Exchange had an impact on the cancellation of the entire subscription of all new shares under paragraphs 1 and 2, the member of the Exchange shall pay a contractual penalty of 10% of the total subscription price of the entire new issue, i.e. not less than CZK 500,000 and not more than CZK 10,000,000. (4) The contractual penalty shall include any damage caused. (5) However, the provisions of paragraphs 1, 2 and 3 shall not apply to any trades concluded within the XETRA exchange system with the existing securities whose sale has not been pre-regulated in the security prospectus and which have not been identified within the meaning of Article 5 (4). Article 8 Effect This regulation was approved by the 273 rd Exchange Chamber meeting on 20 th December, 2017 and shall come into force on 2 nd January, Page 5

6 Annex No. 1 Sample of the power of attorney issued for the signing of subscriber list POWER OF ATTORNEY Issued for the purpose of signing the subscriber list of book-entry shares subscribed on the START Market PRINCIPAL: Business name, registered seat, Id. No.: Registered with: Represented by: (hereinafter Principal ) PROXY: Burza cenných papírů Praha, a.s., registered seat Rybná 14/682, Praha 1, IČO Registered with the Commercial Registrar maintained by the Municipal Court in Prague, Section B, File 1773 Represented by: (hereinafter Proxy ) Principal hereby issues the power of attorney and empowers the Proxy to all legal proceedings related to the completion of a record in a name of the Principal in the subscriber list (according to the Section 481 of the Act No. 90/2012 Coll., on Business Corporations) prepared for the purpose of subscription of book-entry shares that are subject to sale on the START Market organized by the company Burza cenných papírů Praha, a.s. (Prague Stock Exchange) and that subject to subscription by the Principal under the rules of this market. The Proxy is authorized especially, but not exclusively, to the following legal actions: - Legal actions made in relation to the completion of the content of subscriber list as defined in the Section 481 (2) of the Act No. 90/2012 Coll., on Business Corporations, - Signing of fully completed and filled subscriber list on behalf of a subscriber according to the Section 481 (2) of the Act No. 90/2012 Coll., on Business Corporations. The Principal grants the power of attorney and related mandate for an indefinite period of time. The mandate can be terminated anytime by a simple writing delivered to the hands of the Proxy. The Proxy is also entitled to terminate this mandate in writing at any time, this shall be also made by a writing delivered to the hands of the Principal. In [*] on a day [*] On behalf of [*] Za [*] The Proxy hereby accept the power or attorney in the full extent and without any reservations. The Proxy declares that he has no information that may lead to the conclusion that his interests are inconsistent with the Page 6

7 Principal s interests. The Proxy can hereby act as a proxy according to the relevant laws of the Czech Republic and do legal actions defined in this power of attorney. In [*] on a day [*] On behalf of Burza cenných papírů Praha, a.s. On behalf of Burza cenných papírů Praha, a.s. Page 7