JSCs were disclosed in a qualified manner – Newspaper Kommersant No. 225 (7426) dated 05.12.2022

For the first time, a joint-stock company (an analogue of the former CJSCs) announced that it was attracting investors through the information disclosure system. The offer is for qualified investors. So far, the collection of applications for shares intended for a limited number of investors has been non-public. This is a new trend in the market, including through crowdfunding systems. However, for investors there are risks of limited liquidity of such investments.

On Friday, JSC Onega-Group announced the collection of applications for shares, limited in circulation and intended for qualified investors, through the information disclosure system. The spread of attracted investment applications – from hundreds of thousands to hundreds of millions and even billions of rubles, indicate in the “New Registrar”. So far, there have been such placements, but they were non-public. Every year, more than two dozen non-public JSCs place shares, calculated in the New Registrar.

An almost open placement of shares by a non-public company under the old rules would look unusual, says Ilya Kavinsky, partner at the law firm Ru.Courts. However, based on the new emission standards, the law “On the securities market” and, most importantly, the approaches of the regulator, such placement is legal, the lawyer points out. “In fact, such a closed subscription approaches the breadth of the placement circle to an open one, but, based on the explanations of the Bank of Russia, the regulator does not see this as a problem,” says Mr. Kavinsky. From a legal point of view, he said, it is very important that such accommodation is not advertised anywhere.

For investors, the risks of such placements are that, unlike public companies, non-public companies are much less transparent, says Alexander Tsyganov, director of the investment and corporate business department at Tsifra Broker. As a rule, it is much more difficult to find their statements. “Conclusions and forecasts on the shares of public companies can be obtained from different analysts, but this is not the case for non-public companies. If you need an analysis of the company and a forecast for its development, this is a whole project. In addition, shareholders of non-public companies have a pre-emptive right to purchase shares, that is, shares cannot be sold without first offering them to existing shareholders. Shares of non-public companies are not traded on the markets, so it is impossible to determine their value at the moment,” he believes.

Non-public JSCs, unlike PJSCs, practically do not disclose information about themselves, they agree in the New Registrar, but this does not prevent a specific investor from obtaining it in the company before making a decision on investment. The investor in this case is a person who is already familiar with the company and the business it carries out, so the risk is minimal, they say.

Due to the fact that non-public JSCs are companies from start-ups to the largest businesses, the risks are very different, says Lyudmila Mironova, CEO of the Status registrar. So, big business, as a rule, has a fairly developed corporate governance, attracts large investments from institutional investors, transactions are carefully checked, investor representatives are included in the company’s management bodies, shareholder agreements are concluded, Ms. Mironova continues. Investing in startups is a high-risk investment that carries the risk of losing the entire amount, especially if the company is raising funds for the first time. However, a common risk factor is the lack of a regularly formed price for non-public shares, says Freedom Finance Global analyst Vladimir Chernov, as well as their low liquidity, because non-public shares are sold to third parties only with the consent of shareholders.

Nevertheless, such placements are now finding their niche, especially in the case of investment platforms, Mr. Kavinsky points out. “They are beneficial in that, on the one hand, it is possible to define the circle of persons to whom securities can be placed as widely as possible, and at the same time, the issuer does not need to register a prospectus,” the expert summed up.

Ksenia Kulikova