Home / All CMS Expert Guides / CMS Expert Guide to the private placement of equity... /
Ukraine

Law and regulation of private placement of common stock in Ukraine

Table of contents
  1.  Prospectus requirement
  2. Prospectus exemptions
  3.  Ability to offer shares to
    1.  Institutional/professional/authorised investors (for example investment funds, insurers, pension funds)
    2.  High net worth individuals 
    3. Retail/public/others
  4.  Can the issuer approach potential investors on their own?
  5.  Can the issuer's financial adviser/ placement agent approach potential investors on their own?
  6.  Are there any other exemptions which may be relied on?
Ukraine
Add jurisdiction
Choose a jurisdiction to compare with

1. Prospectus requirement

  • Offer to the public.
  • Admission to trading on a regulated market (stock exchange).

2. Prospectus exemptions

Key exemptions

Offer to the public

  • Qualified Investors.
  • Less than 150 persons who are not Qualified Investors (as defined below).
  • Aggregate amount of the offer, and/or maximum consideration amount per investor, in each case in Ukraine, is less than the amount established by the National Securities and Stock Market Commission from time to time (currently, not yet established).
  • Offer is made in the course of a merger / demerger, provided that a document underlying such merger / demerger has been duly disclosed. 

“Qualified Investors” in Ukraine are deemed to be:

  • international financial institutions;
  • foreign states and their central banks;
  • competent state authorities and the National Bank of Ukraine (“NBU”) on behalf of the state of Ukraine;
  • professional securities market participants, banks and insurance companies;
  • legal entities (including established in foreign jurisdictions) that meet at least two of the following criteria: (i) total assets are at least EUR 20m at the official exchange rate of NBU as of the date of the last annual financial statements (the “NBU Rate”); (ii) net turnover is at least EUR 40m at the NBU Rate; and (iii) own funds are at least EUR 2m at the NBU Rate.

Admission to trading on a regulated market (stock exchange)

  • Listing new shares equal to less than 20% of the existing class of issued shares already listed on the same regulated market in a rolling 12 month period.

3. Ability to offer shares to

3.1 Institutional/professional/authorised investors (for example investment funds, insurers, pension funds)

Yes.

3.2 High net worth individuals 

Yes – since the statutory criteria for high net worth individuals have not been established yet in Ukraine, shares can be offered to any individual regardless of the level of his/her assets.

3.3 Retail/public/others

Yes, subject to complying with applicable prospectus requirements or the exemptions set out in paragraph 2 above.

4. Can the issuer approach potential investors on their own?

Yes, subject to complying with applicable prospectus rules or the exemptions set out in paragraph 2 above.

5. Can the issuer's financial adviser/ placement agent approach potential investors on their own?

Yes, subject to complying with applicable prospectus rules or the exemptions set out in paragraph 2 above.

6. Are there any other exemptions which may be relied on?

No.