|
Download here.
Pursuant to article 62, paragraph 2, section 4 of the Public Offering of Securities Act (”POSA”), article 10 and article 11 of the Ordinance №1 dated September 15, 2003 on the Requirements to the Activity of Investment Intermediaries (”Ordinance №1”), and article 298 and articles 348 - 360 of the Commerce Act, the Board of Directors of the Investment Intermediary “Bulbrokers” EAD, Gabrovo city, has adopted the following General Conditions of Security Transactions, applicable to client agreements:
І. General Provisions
І.1. Information about the investment intermediary “Bulbrokers” EAD /”Bulbrokers”, “investment intermediary”/:
а) “Bulbrokers” is a joint-stock company
- “Bulbrokers” is a licensed investment intermediary under the Public Offering of Securities Act pursuant to the decision of the Financial Supervision Commission № 249-IP dated March 24, 2004 and entered into the registry of the Financial Supervision Commission (”FSC”) under № RG-03-0213.
- entered into the Trade registry of the Gabrovo district court under №167/2003, lot 55, volume 25, page 170, Tax Number:1070024426, BULSTAT Number:107551434.
- obtained a license by the Bulgarian National Bank №081 dated May 30, 2003 to conduct cash and non-cash foreign exchange transactions.
b) The Bulbrokers’s subject of activity includes as follows:
1. Carrying out transactions on the territory of the Republic of Bulgaria under article 54, paragraph 1, sections 1, 3 and 4 of the Public Offering of Securities Act (POSA): security transactions on another’s account, and mediation for conclusion of such transactions; management of individual security portfolios and/or money, except of portfolios of investment companies and pension funds; holding securities and client’s money in depository institutions (trustee activity);
2. Carrying out activities on the territory of the Republic of Bulgaria under article 54, paragraph 5, sections 1 - 5 of the Public Offering of Securities Act: providing investment consultations with regard to securities; providing consultations and analyses of companies with regard to financing their activity, capital structure, industrial strategy and related issues; providing consultations and services with regard to the re-organization and take-over of companies; preparation of prospectuses for public offering of securities; representation of securities holders before the securities issuer, and at general meetings of securities holders; providing non-bank loans for purchasing securities pursuant to principles and rules set out in appropriate ordinance.
3. Performing transactions under article 54, paragraph 6 of the Public Offering of Securities Act: transactions involving foreign means of payment pursuant to a valid permission legally obtained under the provisions and rules of the legislation in force.
4. Executing cross-border transactions included in the subject of Bulbrokers’s activity pursuant to sections 1-3 above. The execution of cross-border transactions included in the subject of Bulbrokers’s activity must be accompanied by an express permission of a competent authority pursuant to the applicable law. “Bulbrokers” shall execute cross-border transactions provided that the relevant competent authority has granted it such permission in accordance with proper legal procedure.
c) The relations between “Bulbrokers” and the clients with regard to the transactions and services included in the subject of the investment intermediary’s activity shall be settled through one or more written agreements between the parties.
І.2. Definitions:
(1) For purposes of these general conditions, except as otherwise provided in this document, the following terms shall have the following meanings:
а) “client” means any investor (regardless of whether it is a Bulgarian or foreign investor or a natural or legal person) who uses or intends to use the services provided by “Bulbrokers”, including:
- another investment intermediary (including a foreign investment intermediary) which sends to “Bulbrokers” an order for performance of a security deal or provides to “Bulbrokers” money and/or securities for management services; or
- a person whose portfolio is managed by a management company including a foreign management company.
b) “securities” means:
- transferable rights registered on accounts with the Central Depository (”dematerialized securities”) or documents evidencing transferable rights (“materialized securities”) which may be offered publicly such as: equity shares, debt securities, and other rights related to shares, debt securities or to exchange rates and interest rates; or
- “investment agreements” means agreements pursuant to which investors provide monetary assets or other property rights to the investment intermediary but do not directly participate in the asset management with a view to making profit.
c) “concealed purchase or sale of securities” means a sequence of transactions and actions related to stocks, bonds and other securities pursuant to article 2 of the Public Offering of Securities Act, which result in purchase and/or sale of such securities, e.g. substitution of stocks by government securities and further sale of government securities or substitution of stocks by debt securities having a term to maturity not longer than a month. The concealed purchase or sale of securities takes place if the said sequence of transactions and actions has been carried out within a month.
d) “related persons” means:
- a person who controls another person or his subsidiary;
- persons whose activity is controlled by a third party;
- persons who jointly control a third party;
- Spouses, relatives in the direct line without limitation and in the collateral line up to fourth degree inclusive, and relatives by affinity up to the fourth degree inclusive.
e) Pursuant to the Public Offering of Securities Act, "control" exists where a person:
- holds (including through a subsidiary or under agreement with another person) more than 50 percents of the votes at the general meeting of a company or another legal entity; or
- may appoint, directly or indirectly, more than a half of the members of the control body of a legal entity; or
- may otherwise exercise a decisive influence on the decision-making in relation to the business of a legal entity.
f) "persons working on contract basis for the investment intermediary" means persons assigned to the management of the investment intermediary such as procurists and trading representatives, as well as the persons working under employment or service contracts for the investment intermediary and whose activity is directly related to the transactions and activities, included in the subject of the investment intermediary’s activity, including the persons who provide investment consultations and analyses, receive client orders for security transactions or documents related to the activity of the investment intermediary as a registration agent, as well as the persons who directly make and execute security transactions, take responsibility for the notifications under the provisions of the Ordinance №1 dated September 15, 2003 on the Requirements to the Activity of Investment Intermediaries (”Ordinance №1”), for the bookkeeping and safekeeping of documents or exercise internal supervision.
g) “competent deputy chairman” means the deputy chairman of the “Investment Activity Supervision” department of the Financial Supervision Commission.
h) “inside information” means any information which either can not be or has not been yet disclosed to the public, related to a public company or an issuer of securities traded on regulated markets, or to securities traded on regulated markets or other information if its public disclosure could affect the prices of securities traded on regulated markets. The information pursuant to chapter six, section IV of the Public Offering of Securities Act is also considered to be inside information until publicly disclosed by the regulated market in accordance with proper judicial order.
(2) The words or expressions with legally technical meaning used herein, which have not been defined in the previous section or in a specific written client agreement governing the relations between the client and the investment intermediary, shall have the meanings defined pursuant to the Public Offering of Securities Act and the proper normative acts regulating its application.
І.3. Communication between the investment intermediary and clients. Provision of information.
(1) The communication between the investment intermediary and clients shall be made in such manner and order as described in the agreement between them concerning the provision of the relevant services with regard to which messages are exchanged. If such indication is missing, the communication shall be made in a manner acceptable for both parties (phone, fax, e-mail, in writing).
(2) The information related to the potential conflicts of interest which could arise during the execution of transactions or during the course of the investment intermediary’s activity at the expense of clients in the cases provided for in Ordinance №1 must be provided to the client/s in written form and one copy signed by the client shall remain with “Bulbrokers” for safekeeping. The information under paragraph 2 can be provided by “Bulbrokers” in spoken form to:
а) investment intermediaries; or
b) persons whose portfolio is managed by a management company; or
c) clients who give only small irregular orders for concluding securities transactions or give orders exclusively on their own initiative, when a prior written consent of such clients is obtained stating that they wish to receive such information in a manner different from the written form.
(3) If necessary, the information under paragraph 2 can be provided to any client either over the phone or via other appropriate means of communication. When the information under paragraph 2 is provided pursuant to the previous sentence to clients different from the described in items “a” – “b” of the previous paragraph, the person who has provided such information shall prepare by the end of the business day a document certified by a person from the internal control department proving the content of the remotely provided information and requiring the client, at his earliest convenience, to declare in written or other form that he has received such information.
І.4. Scope of the General Conditions
These general conditions shall be applicable to agreements concluded between “Bulbrokers” and clients having as a subject one or more of the following activities:
а) purchase or sale of securities or other securities transactions for consideration executed upon request, at the risk and on behalf of the clients of the investment intermediary;
б) trust management of a portfolio of securities and/or money of the clients on behalf of the clients and holding the securities and money provided or obtained in relation to the portfolio management for safekeeping;
c) management of individual portfolios of securities and/or money of the clients on behalf and at the risk of the clients. Such management shall be handled in Bulbrokers’s sole discretion, without any special instructions from the client and without any prior coordination with the client;
d) holding securities and money of clients in a depository institution (trust activity);
e) providing investment consultations related to the above-mentioned securities transactions upon a client’s request.
І.5. Publicity
These general conditions, as well as the tariff described in article І.8. below, shall be posted in a prominent and accessible place at the investment intermediary’s work site. The investment intermediary shall offer the clients an opportunity to get acquainted with these general conditions and the tariff. “Bulbrokers” shall conclude agreements with clients pursuant to these general conditions and the tariff.
І.6. Additional explanations
The investment intermediary shall explain the contents of these general conditions to clients upon their request.
І.7. Priority
Subject to any imperative legal regulations in force providing otherwise, these regulations shall apply until the general conditions are amended to be in compliance with them.
І.8. Tariff
“Bulbrokers” shall state in a tariff its standard commission rates for the different types of client contracts, as well as the expenses which the client shall be borne when these expenses are not included in the remuneration.
|
