Simplified rules ease bond and share issuance for companies
CBR Press

Simplified rules ease bond and share issuance for companies

The Bank of Russia has introduced reforms to simplify securities issuance, exempting seasoned bond issuers from prospectus registration and reducing preemptive rights periods for shareholders.

Fast-tracking debt for seasoned issuers

The Bank of Russia announced major reforms to streamline bond offerings and lower market entry costs for businesses.

Under the new framework, seasoned issuers whose securities are already trading on exchanges and who meet disclosure requirements will no longer need to draw up or register formal prospectuses.

Instead, these established firms will only publish key terms of the offer.

Furthermore, authority for debt offering decisions can now be delegated to a company's director general rather than requiring board approval, significantly accelerating corporate timelines.

The registration of standard structured bonds will also transfer to exchanges and depositories, leaving the regulator to handle only non-standard issues.

Cutting corporate friction in equity markets

Parallel changes target equity markets to give companies greater agility in raising capital.

Non-public joint-stock companies with no more than 50 shareholders will be exempt from registering share issues, requiring only record-keeping with an official registrar.

Additionally, the regulator is cutting the basic period for existing shareholders to exercise preemptive rights from 45 calendar days to 15 business days.

This change enables corporate issuers to respond much faster to favorable market conditions when seeking fresh capital.

Practical relief with clear boundaries

The CBR package delivers real efficiency gains by cutting administrative friction for seasoned issuers.

Delegating standard registrations to exchanges speeds up issuance, though debut borrowers gain no relief.

These procedural fixes streamline corporate mechanics, but economic conditions will still determine market depth.

Source: Simplifying securities issuance: prospects for reform

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