12.07. Warszawa (PAP/GPW)
- Resolution No. 706/2011 of WSE concerning amendment of the Alternative Trading System Rules
Resolution No. 706/2011 of the Warsaw Stock Exchange Management Board dated 2 June 2011
Pursuant to § 20.6 of the Exchange Articles of Association and § 18.8 and § 22 of the Alternative Trading System Rules, the WSE Management Board resolves as follows: § 1 The Alternative Trading System Rules adopted in Resolution No. 147/2007 of the WSE Management Board dated 1 March 2007 (as amended) shall be amended as follows: 1) in § 5: a) in sub-paragraph 1, the first sentence shall read as follows: "The Alternative System Organiser shall adopt a resolution concerning introduction or refusing introduction of financial instruments to trading in the alternative system 7 working days after the issuer submits an appropriate application (together with all the documents and information required under these Rules)."; b) in sub-paragraph 3, after point 1, point 1a shall be added reading as follows: "1a) the submitted application or the documents attached thereto or additional information, statements or documents required by the Alternative System Organiser have not been completed within the scope and the time
limit determined in the written request by the Alternative System Organiser presented to the issuer or the Authorised Adviser by mail or by fax; the time limit determined by the Alternative System Organiser shall be at least 7 business days from the presentation of the relevant letter / copy of the letter to the issuer or the issuer's Authorised Adviser,"; c) sub-paragraph 8 shall read as follows: "8. A subsequent application for introduction of the same financial instruments to trading in the alternative system may be filed not earlier than upon the lapse of 3 months after the date of delivery of the resolution refusing the introduction of the financial instruments to trading or, where an application for reconsidering the case is filed, not earlier than upon the lapse of 3 months after the date of delivery of another refusal resolution to the issuer."; 2) in § 18: a) sub-paragraph 1 shall read as follows: "1. An Authorised Adviser is an investment firm or another entity which is a commercial company or
partnership providing services related to business transactions, including financial and legal advice or financial audits, and entered into a register maintained by the Alternative System Organiser. The requirement of holding commercial company or partnership status does not apply to entities with a registered office outside the territory of the Republic of Poland."; b) after point 1, point 1a shall be added reading as follows: "1a. An Authorised Adviser for financial instruments introduced to the alternative trading system may not be the issuer of the financial instruments, the parent entity of the issuer or a subsidiary of the issuer or of the issuer's parent entity."; c) in sub-paragraph 2, point 3 shall read as follows: "3) co-operate with the issuer as regards the issuer performing disclosure obligations set out in these Rules and monitor the issuer's performance of the disclosure obligations;"; 3) § 22 shall read as follows: "Issuers of financial instruments introduced to trading in the alternative
system, Market Members and Authorised Advisers shall pay fees to the Alternative System Organiser, at the amount and on terms specified in Exhibit 7 to these Rules.".
§ 2 Exhibit 5 to the Alternative Trading System Rules ("Authorised Adviser in the Alternative Trading System") shall be amended as follows: 1) the heading preceding point 1: "CRITERIA OF OBTAINING THE STATUS OF AUTHORISED ADVISER" shall be replaced by the heading: "GENERAL PROVISIONS"; 2) after point 3, point 3a shall be added reading as follows: "3a. The Alternative System Organiser may authorise an employee of the Alternative System Organiser to perform the actions referred to in points 3, 10, 11, 25, 32 - 35 of this Exhibit."; 3) after point 3a, the following heading shall be added: "CRITERIA OF ENTRY INTO THE REGISTER OF AUTHORISED ADVISERS"; 4) point 4 shall read as follows: "4. An investment company or another entity which is a commercial company or partnership providing services related to business transactions, including financial and legal advice or financial audits may be entered into the Register of Authorised Advisers provided that they meet requirements set out in this document, if in the
opinion of the Alternative System Organiser such entity warrants correct performance of the Authorised Adviser's tasks. An entity operating outside the territory of the Republic of Poland may also be entered into the Register. The requirement of holding commercial company or partnership status does not apply to entities with a registered office outside the territory of the Republic of Poland."; 5) after point 4, points 4a - 4d shall be added reading as follows: "4a. A condition of entry into the Register is the employment of at least two persons holding an Alternative Trading System Adviser Certificate ("Certificate") issued by the Alternative System Organiser. Employment shall be understood both as employment under an employment contract and co-operation with the Authorised Advisor under a work contract, a commission contract or another legal relationship of similar nature. 4b. A person holding a Certificate referred to in point 4a employed by an Authorised Advisor may not be simultaneously employed by
another Authorised Adviser. 4c. The requirement of holding a Certificate referred to in point 4a is not fulfilled by a person who obtained the Certificate but did not perform obligations within the scope of tasks of an Authorised Adviser for a period longer than 12 consecutive months. 4d. The Alternative System Organiser shall determine the rules of holding examinations authorising the receipt of a Certificate referred to in point 4a, including in particular the scope of subjects, the form and the dates of examinations, the examination fee, and the composition and mode of appointment of the examination board."; 6) in point 6: a) sub-point 1 shall read as follows: "1) information about activities carried out by the applicant, in particular experience with activities related to trading in financial instruments,"; b) sub-point 5 shall read as follows: "5) names of persons employed by the applicant who hold a Certificate referred to in point 4a."; 7) in point 7: a) sub-point 2 shall read as follows: "2) excerpt
from an appropriate register,"; b) after sub-point 3, sub-point 3a shall be added reading as follows: "3a) copies of Certificates of the persons referred to in point 4a,"; c) sub-point 4 shall read as follows: "4) financial statements for the last financial year of the applicant if other regulations require such statements to be prepared or a written statement to the effect that financial statements are not required to be prepared,"; d) sub-point 5 shall read as follows: "5) written declarations of the applicant to the effect that its managing persons and persons employed by it who hold a Certificate referred to in point 4a have not been found, by way of a final court judgment, guilty of committing a fiscal offence, offence against credibility of documents, property, economic relations, trading in money and securities or other offences related to business relations including without limitation those set out in the Trading Act, the Public Offering Act or the Commodity Exchanges Act,"; e) sub-point 6 shall
read as follows: "6) written declaration of the applicant that, according to its best knowledge, no administrative or criminal proceedings are pending against the applicant, its managing persons or persons employed by it who hold a Certificate referred to in point 4a with regard to their activities,"; f) after sub-point 9, sub-point 10 shall be added reading as follows: "10) document confirming the payment of the fee referred to in § 4a.1 of Exhibit 7 to the Alternative Trading System Rules or a written statement to the effect that the payment of the fee is not required."; 8) in point 8, sub-point 2 shall read as follows: "2) promptly notify the Alternative System Organiser of any significant changes to information covered by the application,"; 9) point 9 shall read as follows: "9. In order to consider and correctly assess an application, the Alternative System Organiser may request that the applicant provides information, explanations or documents other than those specified in points 6-8."; 10) point 10
shall read as follows: "10. If the application for being entered into the Register is filed by an exchange member, the Alternative System Organiser shall enter it into the Register after it meets requirements specified in points 6.2, 6.5, 7.3a, 7.5 and 7.6 with regard to persons holding a Certificate referred to in point 4a, 7.1 and 8."; 11) in point 12, sub-point 4 shall read as follows: "4) co-operate with the issuer as regards the issuer performing disclosure obligations set out in the Alternative Trading System Rules and monitor the issuer's performance of the disclosure obligations;"; 12) point 13 shall read as follows: "13. The Authorised Adviser shall take actions aimed to prepare the issuer and its authorities to function in the alternative trading system. The Authorised Adviser shall name at least one individual who holds a Certificate referred to in point 4a, responsible for assisting the issuer to which it renders its services."; 13) in point 24, sub-point 2 shall read as follows: "2) the
Authorised Adviser, the managing and supervisory persons of the Authorised Adviser and persons employed by it, as well as their close persons in the meaning of sub-point 1,"; 14) point 27 shall read as follows: "27. The Authorised Adviser shall ensure that the Alternative System Organiser can contact at any time the persons employed by it who hold a Certificate referred to in point 4a."; 15) point 29 shall read as follows: "29. The Authorised Adviser shall inform the Alternative System Organiser about each case of learning about a breach or suspected breach of the Alternative Trading System Rules by the issuer, in particular the provisions concerning performance of disclosure obligations."; 16) in point 31, the second sentence shall be deleted; 17) in point 32: a) sub-point 2 shall read as follows: "2) the Authorised Adviser has not introduced financial instruments of any issuer to trading in the alternative system in the last calendar year,"; b) sub-point 3 shall read as follows: "3) managing persons of the
Authorised Adviser were convicted under a final judgment for the offence specified in point 7.5,"; 18) in point 33, sub-point 1 shall read as follows: "1) the Authorised Adviser breaches regulations governing the alternative system or fails to comply with obligations contracted when the application was filed, or the issuer to which the Authorised Adviser renders its services breaches regulations governing the alternative system,"; 19) after point 33, point 33a shall be added reading as follows: "33a. The Alternative System Organiser may decide to: 1) suspend the Authorised Adviser's right to operate in the alternative system also if the Authorised Advisor did not employ simultaneously, for a period longer than one month, at least two persons holding a Certificate referred to in point 4a, 2) strike the Authorised Adviser off the Register also if the Authorised Advisor did not employ simultaneously, for a period longer than 3 months, at least two persons holding a Certificate referred to in point 4a."; 20)
point 34 shall read as follows: "34. The Alternative System Organiser may also decide to suspend the Authorised Adviser's right to operate in the alternative system if (i) criminal proceedings in relation to offences specified in point 7.5 or (ii) administrative or criminal proceedings with respect to their activities were instituted against the Authorised Adviser or its managing persons.".
§ 3 Exhibit 7 to the Alternative Trading System Rules ("Fees in the Alternative Trading System") shall be amended as follows: 1) after §4, §4a shall be added reading as follows: "§ 4a Fees charged to Authorised Advisers: 1. Fee for submission of an application for entry into the Register of Authorised Advisers (charged in case of entry into the first Register, irrespective of the number of submitted applications) - PLN 2,000 2. Annual fee for performing the functions of Authorised Adviser (charged on a one-off basis, irrespective of the number of markets on which the entity performs the functions of Authorised Adviser) - PLN 3,000
2) in § 5: a) point 1 shall read as follows: "1. A liability to pay a fee to the Alternative System Organiser (the "fee") shall arise when a circumstance subject to such fee occurs in accordance with § 3, § 4 or § 4a of this Exhibit."; b) point 3 shall read as follows: "3. Subject to point 4a, an entity obliged to pay the fee (fee payer) shall make the payment on the basis of an invoice issued by the Alternative System Organiser."; c) after point 4, point 4a shall be added reading as follows: "4a. In case of the fee referred to in § 4a.1, the fee payer shall pay the fee before submitting the application for entry into the Register of Authorised Advisers; the fee shall be paid to the account of the Alternative System Organiser indicated in the application."; d) after point 13, point 14 shall be added reading as follows: "14. Calculating and charging fees due from Authorised Advisers: 1) The invoice for the fee referred to in § 4a.1 shall be issued within five days of the day the Alternative System Organiser
receives the application for entry into the Register of Authorised Advisers. 2) The invoice for the annual fee referred to in § 4a.2 shall be issued by 7 January of each year. Such fee shall be charged in advance and shall not be reduced if the performance of tasks of the Authorised Adviser is discontinued. 3) No annual fee referred to in § 4a.2 shall be charged for the year in which the entity was entered into the Register of Authorised Advisers.".
§ 4 This Resolution shall enter into force on 1 July 2011 with the exception of the requirement to employ persons holding an Alternative Trading System Adviser Certificate set out in § 2.5 and the annual fee set out in § 3.1 hereof, which shall enter into force on 1 January 2012.
§ 5 Provisions of the Alternative Trading System Rules in their existing wording shall apply to matters initiated but not completed before the effective date of this Resolution.
§ 6 Entities entered into the Register of Authorised Advisers at the effective date of this Resolution shall adjust the legal form of their activity to the provisions of this Resolution by 1 July 2012.
§ 7 Entities entered into the Register of Authorised Advisers at the effective date of this Resolution shall employ persons holding an Alternative Trading System Adviser Certificate by 1 January 2012.
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