Belgrade Stock Exchange

On 7 May 2012 new Belgrade Stock Exchange bylaws came into force. The new rules were adopted in order to align the operation of the Belgrade Stock Exchange ("Belex") with the Capital Markets Act [Zakon o tr~iatu kapitala] ("CMA") and the Companies Act [Zakon o privrednim druatvima] ("CA"). All principal Belex governing acts have been either superseded or amended, and the following adopted:

(i) Decision on Amendments to the Articles of Incorporation [Odluka o izmenama i dopunama Ugovora o organizovanju]

(ii) Statute [Statut]

(iii) Operating Rules [Pravila poslovanja]

(iv) Listing Rulebook [Pravilnik o listingu]

(v) Tariff Rulebook [Pravilnik o tarifi]

A number of fundamental changes were introduced under the new regulations, some of the prominent being:

  • Segmentation of capital markets into:
  • Regulated Market (Listed Market and Open Market)
  • Multilateral Trading Platform (MTP)
  • OTC.
  • Changes to the conditions for admitting financial instruments to each market segment
  • Changes to trading methods and conditions for each market segment
  • Changes to conditions and thresholds for block-trade
  • New grounds for suspending trade with financial instruments

Central Securities Depository and Clearing House

The Central Securities Depository and Clearing House ("CSD") has also introduced new regulations in order to align its rules with the changes introduced by the CMA and CA:

(i) Operating Rules [Pravila poslovanja]

(ii) Tariff Rulebook [Pravilnik o tarifi]

which supersede the previously enacted rulebooks. Some of the changes introduced are:

  • Issue registration rules have been substantially changed – e.g. rules on short-term securities were removed, whereas registration rules for securities issued without a prospectus are introduced;
  • Squeeze-out rules were adopted to reflect the changes introduced by the CA, including lower thresholds for initiating the squeeze-out process – 90% instead of 95%;
  • The subscription of shares of companies being privatised is now regulated;
  • The CSD is to ban the registration of share pledges for the duration of a takeover bid and forced sale; and

Restrictions on holder's voting rights stemming from the securities may be registered based on a Securities Commission decision.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.