Press release: The Council of ASF has approved the revised form of the draft law amending and supplementing Law No. 24/2017 on issuers of financial instruments and market operations

Bucharest, 14 June 2024 – The Council of the Financial Supervisory Authority (ASF) has approved the revised form of the draft law amending and supplementing Law No. 24/2017 on issuers of financial instruments and market operations.

This legislative initiative is an important step in strengthening the capital market in Romania, aiming to provide protection and confidence to investors, to facilitate access to capital for companies and, implicitly, to support the development of the local economy.

The draft law, drafted at ASF level, aimed at fulfilling Romania's obligations as a Member State to transpose into national legislation the regulations issued at European level in the field of issuers and some objectives of the National Strategy for the development of the Romanian capital market for the period 2023 - 2026.

The draft law approved by the ASF Council mainly aims at:

• Simplifying procedures and reducing the time needed to raise capital

 Time limit for exercising the right of preference. Provisions are introduced according to which, by way of derogation from the general provisions applicable in this area, in the case of increases in the share capital of companies the shares of which are traded on the capital market, the minimum period allowed for the exercise of the pre-emptive right is reduced from 30 days to 14 calendar days, but not less than 10 working days.

Forwarding for publication and prompt publication of decisions by the Official Journal. Provisions are introduced establishing a maximum deadline for the submission of decisions on the modification of the characteristics of issues/number of securities to the Trade Registry Office (3 working days from the date of adoption of the decision) and a maximum deadline for the publication of these decisions in the Official Journal.

• Enforcement of a judgment annulling or declaring a judgment null and void

Provisions are introduced to regulate the enforcement of a court judgment definitively annulling or declaring null and void a resolution approving an increase in share capital.

• Maintaining the obligation to draw up and publish the quarterly report

 Quarterly report. The quarterly report has been maintained and the deadline for its publication has been increased from 45 days to 60 days. Maintaining the quarterly report has led, in order to ensure unity of approach and comparability of financial information, to the introduction of express provisions stating that the provisions on the content/formality of the half-yearly report also apply to the quarterly report, with the introduction of an exception to the obligation to publish the directors' report, which may be published on an optional basis.

Half-yearly report. Where the issuer is required to prepare consolidated reports, the half-yearly financial report prepared in accordance with International Accounting Standards applicable to interim financial reports shall contain only the simplified consolidated half-yearly financial statements and the other component documents of the half-yearly financial report and, optionally, the individual simplified half-yearly financial statements and the other component documents of the half-yearly financial report.

The draft law amending and supplementing Law No. 24/2017 on issuers of financial instruments and market operations has been forwarded to the Ministry of Finance for further approval by the Government and, subsequently, parliamentary debate.

You can find HERE the main aspects of the revised draft law at ASF level.