The Law on Securities Market and the by-laws of the Securities Commission and Operating Rules and Procedures of the Central Securities Depository and Clearing House define the procedures and rules for the performance of corporate activities.
Central Securities Depository and Clearing House as of January 5th 2004 keeps an integrated record of holders of financial instruments and the rights derived from such instruments. Each company/issuer is obliged to record and enter the issue of financial instruments into these records.
Business communication between a company and the Central Securities Depository and Clearing House is carried out exclusively through a member of the Central Securities Depository and Clearing House with whom the issuer signs a Corporate Agency Agreement.
Services of an issue agent comprise the following operations:
- administering the issuing account in Central Securities Depository and Clearing House,
- submitting a shareholders’ register with integrated record on lawful owners of securities for purpose of convening of the General Meeting of Shareholders, dividend payment, etc.,
- providing information to Central Securities Depository and Clearing House about an invitation to submit a representative statement for the session of the General Meeting of Shareholders,
- entering (recording) and deletion(cancellation) of financial instruments in the Central Depository,
- payment of coupon, annuity, and the principal for issuers of debt securities and dividend payment to shareholders,
- capital increase of a joint-stock company
- capital decrease of a joint-stock company (cancellation of shares)
- change in the nominal/book value of issuer’s shares
- preparation and release of reports for shareholders and the public and other reports as required,
- updating prospectus on stock exchange (at least once a year).
Public companies are obliged to inform the public of their operations in a manner prescribed by the Law on Securities Market and enactments of the Securities Commission, which implies preparation and release of reports, excerpts from financial statements, annual report on business activities, semiannual business plan, etc.
Komercijalna banka a.d. – Department of broker-dealer operations timely informs its clients of all obligations and deadlines that relate to reporting by public companies, participates in preparation of reports and organizes their release and submission to competent institutions.
In addition to services of Corporate agent, Komercijalna banka a.d. Department of broker-dealer operations renders the service of issue agent.
Services of issue agent comprise the following operations:
- consulting and preparation of documentation for the issue of financial instruments (decision on issue, prospectus, public invitation for subscription and payment, etc.),
- obtaining a Securities Commission’s decision on approval for the issue of financial instruments (if required),
- coordination of activities related to subscription and payment of financial instruments,
- registering the issue and its entering into the Central Securities Depository and Clearing House (issuing account opening, assigning CFI code and ISIN number, registration of issued financial instruments on issuing account, assimilation of different issues of financial instruments)
- inclusion of issued financial instruments into the organized market.
Besides these operations that imply issuing securities through a public offer with an obligation to publish a prospectus, the securities can also be issued through a public offer with no obligation to publish a prospectus. It is not obligatory to publish a prospectus for a public offer of securities that have been issued pursuant to Article 12 of the Law on Capital Market and in accordance with Article 13 of that Law.
Our clients are also offered consulting services:
- in the procedure of a takeover bid,
- in the procedure of acquisition/alienation of own shares
- in the procedure of compulsory sale/purchase of shares,
- in the procedure of capital increase/decrease,
- in the procedure of issuing new issues of financial instruments,
- in the procedure of organizing the issue of financial instruments with an obligation of their complete repurchase for the purpose of reselling or with an obligation to repurchase the unsold portion of the issue (underwriting),
- in the procedure of preparing and conducting the General Meeting of Shareholders
ODELJENJE ZA BROKERSKO-DILERSKE POSLOVE
SEKTOR HOV I FINANSIJSKIH TRŽIŠTA
Makedonska 29, 11000 Beograd
Tel: 011 33 39 031, 011 33 39 033
Fax: 011 33 39 157