Draft of the new Bank of Russia Regulation “On Disclosure of Information by Issuers of Equity Securities”

February 25, 2026

Tags:#Publications

Author: Author: Ekaterina Zobova, Senior Associate

🔒Lock-up: what exactly are issuers required to disclose

Disclosure of information about an agreement restricting the sale (encumbrance) of the issuer's shares (lock-up) in light of the new rules involves publishing the following notices:

1️⃣ about the existence of restrictions on transactions aimed at disposing of (encumbering) the issuer's shares by shareholders and the issuer during a specified period from the date of completion of the public offering of shares – before the start of the offering;

2️⃣ about non-compliance with such restrictions (if a breach has occurred);

3️⃣ about the termination of such restrictions and the grounds for this.

Important clarification: if information about the lock-up was fully disclosed by the issuer in the prospectus, there is no need to disclose it in the form of a material fact notice.

🆕 What is new?

Overall, the amount of information to be disclosed matches the scope established in the Bank of Russia's recommendations and to which issuers are accustomed. However, there are also several new provisions:

the need for more detailed disclosure of information about the disposal of (encumbrance of) shares within the exceptions to the lock-up, as well as the need to disclose the consequences of a lock-up breach, has been established;

the need to disclose notices about non-compliance with such restrictions, the termination of restrictions, and the grounds for termination of restrictions has been provided for.

📊 Allocation: principles and results that must be disclosed

The terms of placement of equity securities by subscription must be equal for all potential purchasers. At the same time, the issuer is entitled, in a public offering of shares, to determine at its discretion which investor applications are to be satisfied.

The updated Regulation introduces two mandatory notices related to allocation:

1️⃣ Notice of allocation principles

This is a notice disclosing the conditions for satisfying purchasers' applications to buy the issuer's shares in a public offering, including the parameters on which the results of satisfying purchasers' applications depend, as well as information on the extent to which investors' applications are satisfied depending on those parameters.

2️⃣ Notice of final allocation

This notice discloses the actual results of the allocation of shares in accordance with the previously announced principles.

⚖️ Mandatory disclosure of information on stabilization and its results

One of the important components of a public share placement transaction is stabilizing the share price after trading begins. As a result of stabilization and the actions of the market maker, the risk of a sharp decline immediately after trading starts on the exchange is reduced.

The updated Regulation introduces mandatory disclosure of two notices related to stabilization:

1️⃣ Notice of the existence of a stabilization agreement

Important: if information about the existence of a stabilization agreement has been disclosed in the prospectus, no separate notice is required.

2️⃣ Notice of stabilization results

The notice on stabilization results specifies information on the number of shares acquired and/or sold during the stabilization period, as well as the number and/or proportion of the issuer's shares in free float after the end of the stabilization period.

📊 Forecasts

In accordance with the updated Regulation, issuers will be required to disclose in the prospectus forecasts concerning financial indicators, the list of which is set out in the Regulation, specifying the forecast period (at least one year from the date of approval of the prospectus), the forecasting method, assumptions, premises, and other information.

💬 Assessment of the changes

According to LECAP, including in the updated Regulation the obligation to disclose new material fact notices, as well as forecasts, is a positive development. At the same time, we can identify the following areas for improving the regulation:

Adjustment of the disclosure timelines for lock-up information and allocation principles

In our view, the more optimal timelines for disclosing lock-up information and allocation principles were proposed by the Bank of Russia in the recommendations – “before the start of the period for collecting investor applications for participation in the public offering”. However, the need to disclose the relevant notices no later than 5 calendar days before the start of the offering, as established by the new rules, will not always match the transaction timetable. In practice, setting such a deadline may require restructuring standard transaction processes.

Adding an explanation to the stabilization notice forms on how the number of the issuer's shares in free float is calculated following stabilization.

Author: Ekaterina Zobova, Senior Associate