1. The Commission approved a tender offer submitted by K. V. K Invest AD, Haskovo, on purchase of shares of Balkancar Zarya PLC, town of Pavlikeni, from the company’s other shareholders through Karoll JSC Investment Intermediary, Sofia City.
The price per share offered is BGN 11.27.

 2. The Commission approved a tender offer submitted by Duropack AG, Vienna, on purchase of shares of Duropack – Trakia Papir AD, town of Pazardjik, from the company’s other shareholders through First Financial Brokerage House OOD Investment Intermediary, Sofia City.
The price per share offered is BGN 64.48.

 3. The Commission included Hristina Ivanova Stamova on the list of persons who may be assignees in bankruptcy of an insurer approved by the FSC.

 4. The Commission recognised full legal capacity of a responsible actuary acquired in a Member State to Albena Mladenova Petrova, Iskra Ognyanova Metodieva, Raya Petkova Grozeva, Aneta Ivanova Velikova and Yasen Dimov Mateev.

5. The Commission admitted three candidates who had additionally submitted their documents to the FSC to the examination for attainment of the right to perform the activities of a broker, which examination is to be held on February 17, 2007, and namely:

Stoyan Manchorov
Hristofor Minev
Antoaneta Yanakieva

6. The Commission admitted Antoaneta Yanakieva and denied admission to Krum Dimitrov to the examination for acquisition of the right to perform activities as an investment adviser, which examination is to be held on February 18, 2007.

7. The Commission admitted Boris Petrunov to an examination for acquisition of legal capacity of a responsible actuary, which is to be held on the following dates: February 18 and 25, 2007, and March 3 and 4, 2007.

1. The Commission entered Invest Property REIT, Sofia City, into the Public Companies and Other Issuers of Securities Register as a public company. The Commission entered a securities issue issued by Invest Property REIT as a result of increase in the company’s capital from BGN 500,000 to BGN 650,000 through issuance of new 150,000 pieces of ordinary, registered, dematerialized, freely transferable voting shares, having a nominal and issuance value of BGN 1 each.
The said issue is entered into the FSC’s Public Register.

2. The Commission issued temporary prohibition on publication of an offer submitted by Litex Commerce AD, Sofia City, to purchase shares of Lovech Tours AD, town of Lovech, from the other shareholders in the company through Faktori JSC, Sofia City, Investment Intermediary.
 
3. The Commission did not issue irrevocable prohibition on publication of amended tender offer submitted by Rodina Tourist 97 AD, Sofia City, to purchase shares of Rodina Tourist AD, Sofia City, from the other shareholders in the company through Aval In AD, Sofia City, Investment Intermediary.
The price per share offered is BGN 25.50.

4. The Commission withdrew the licence issued to Evroforum OOD, Sofia City, to undertake activities as an investment intermediary following submission of a letter on their part for voluntary abandonment of the licence.

5. The Commission issued licences to Varchev Managing Company EAD Management Company to organize and manage VARCHEV HIGH-YIELD FUND Contractual Fund.  The Commission approved a Prospectus for public offering of units submitted by VARCHEV HIGH-YIELD FUND Contractual Fund and entered the issue of units into the Public Register kept by the FSC.
The Commission entered VARCHEV HIGH-YIELD FUND Contractual Fund as an issuer into the Register kept by the FSC.

1. The Commission entered a subsequent issue of shares issued by Dominant Finance AD, Sofia City, resulting from increase in the company’s capital from BGN 50,000 to BGN 1,200,000 through issuance of new 1,150,000 stocks having a nominal value of BGN 1 each.

2. The Commission entered a subsequent issue of shares issued by FairPlay Properties REIT JSC  resulting from increase in the company’s capital from BGN 25,350,000 to BGN 50,700,000 through issuance of new 25,350,000 stocks having a nominal and issuance value of BGN 1 each.

3. The Commission adopted a resolution to withdraw the licence to perform activities as a broker of securities issued to the following persons, where the reason is that these persons have not performed the said activities for two or more years:
– Aleksandar Dimitrov
– Anitsa Valkova
– Vladimir Djumaliev
– Krasimir Slaveykov
– Mario Markov
– Maryan Nikolov
– Nedyalko Nedyalkov
– Teodora Tomova
– Yulian Vishnevski.

4. The Commission issued a supplementary licence to Interamerican Bulgaria S. A. Insurance Company, Sofia City, which includes: “all damages liability arising where using land motor vehicles” /under Section ІІ, letter “А”, item 10.1 of Annexe No. 1 under the Insurance Code/.

1. The Commission entered a subsequent issue of shares issued by Dominant Finance AD, Sofia City, resulting from increase in the company’s capital from BGN 50,000 to BGN 1,200,000 through issuance of new 1,150,000 stocks having a nominal value of BGN 1 each.

2. The Commission entered a subsequent issue of shares issued by FairPlay Properties REIT JSC  resulting from increase in the company’s capital from BGN 25,350,000 to BGN 50,700,000 through issuance of new 25,350,000 stocks having a nominal and issuance value of BGN 1 each.

3. The Commission adopted a resolution to withdraw the licence to perform activities as a broker of securities issued to the following persons, where the reason is that these persons have not performed the said activities for two or more years:
– Aleksandar Dimitrov
– Anitsa Valkova
– Vladimir Djumaliev
– Krasimir Slaveykov
– Mario Markov
– Maryan Nikolov
– Nedyalko Nedyalkov
– Teodora Tomova
– Yulian Vishnevski.

4. The Commission issued a supplementary licence to Interamerican Bulgaria S. A. Insurance Company, Sofia City, which includes: “all damages liability arising where using land motor vehicles” /under Section ІІ, letter “А”, item 10.1 of Annexe No. 1 under the Insurance Code/.

1. The Commission issued a licence to Alfa Property 1 REIT to pursue the following activities as a special purpose vehicle: investment of funds raised through issuance of securities in real estates.
The Commission confirmed a Prospectus for public offering of 150,000 pieces of ordinary shares having a nominal value of BGN 1 each, issued by the company as a result of primary increase in the company’s capital.
Alfa Finance Holding AD (holding 35.2% of the capital), Bulbrokers Consulting EOOD (holding 4.8% of the capital), Albena Invest Holding AD (holding 30% of the capital), and Alfa Index Imoti REIT (also holding 30%), are founders of the company.
Alfa Property 1 REIT envisages that the funds raised throughout the following two years are to be invested as a priority in the following sectors: “administrative areas” and “commercial areas”, and it intends to develop its activities primarily on the territory of Sofia, Varna, Plovdiv, Burgas. The company will invest in properties securing income in the form of rents and other current payments, and in purchase, construction and/or renovation of real estates for the purpose of subsequent sale or running of these.

2. The Commission imposed temporary prohibition on a tender offer submitted by Intertrust EAD, Sofia City, to purchase shares of Lead and Zinc Complex Plc., town of Kardjali, from the company’s other shareholders through Standard Investment AD Investment Intermediary.

3.  The Commission withdrew the licence to pursue activities as a securities broker granted to  Aleksander Draganov and Hristo Tanchev. The motives for the aforesaid decision are non-pursuance of activities as a securities broker for more than two years.

In relation to one person, namely Stanimir Mihaylov, the procedure on divestiture of the right to pursue activities as a securities broker was discontinued in connection with submission of explanations and additional information.

4.  The Commission adopted at second reading a Draft Ordinance on the Individual Applications for Participation in a Supplementary Compulsory Pension Insurance Fund.
Under the Ordinance, the procedure on submitting an application for participation in a universal and professional pension fund and the requirements towards its form and contents were provided. It is envisaged that the application for participation is to be submitted personally to the pension insurance company into which the person would like to participate, or through an insurance intermediary, or as an electronic document. The persons are obligated to notify the pension insurance company, managing the fund into which the aforesaid persons effect an insurance of each amendment to the personal details as entered into the application submitted by them.
The promulgation of the Ordinance in the State Gazette is forthcoming.

5.  The Commission adopted at first reading amendments to Ordinance No. 8 on the Central Securities Depository.

The amendments are related to an Ordinance defining the procedure on payment of dividends by public companies and issuers of securities. These are necessitated due to the fact that under Art.38, para. 1 of the Ordinance, a word is not contained stating that the indicated procedure is imperative and hence the public companies and the issuers of securities arrange their own procedures for payments of dividends, interest rates and principals. Such procedures (different for each public company) may lead to slowdown in payments and increase in the investors’ costs.
For the purpose of non-admission of an alternative procedure for payment of dividends, interest rates and principals, a supplement of Art.38, para. 1 of the Ordinance was adopted, where before the expression “Central Depository”, the word “only” is added.

“Art.38 (1) The public company and the issuer of debt securities pay dividends, interest rates and principals only through a Central Depository on the basis of the calculations made under the procedure of Art.37а.”

A new Chapter Five of Ordinance No. 8 is also adopted, under which administrative and penal liability of the persons who have committed breaches of the Ordinance, as well as of the persons who have allowed the perpetration of such breaches is introduced.

“Art.50 (1) Persons who have perpetrated violations of the Ordinance, as well as persons who have allowed perpetration of such violations shall be penalised pursuant to Art. 221, para. 1 of the LPOS.
(2) The statements of ascertainment regarding violations of the Ordinance established shall be drawn up by officers authorised by the Deputy Chair, and the penal enactment shall be issued by the Deputy Chair.
(3) Establishment of the violations, the issuance, the appeal against and the enforcement of the penal enactments shall be performed under the procedure set under the Administrative Violations and Penalties Act.”

The Draft Ordinance shall be co-ordinated with all interested persons and organizations. 

 1. The Commission issued a licence to Invest Property REIT, town of Vratsa, to pursue the following activities as a special purpose vehicle: investment of funds raised through issuance of securities in real estates /securitization of real estates/.
The Commission confirmed a Prospectus for public offering of 150,000 pieces of ordinary, registered, dematerialized, freely transferable voting shares, having a nominal value of BGN 1 each, issued by Invest Property REIT as a result of primary increase in the company’s capital.
The Commission entered the aforesaid issue of shares /undergoing a process of issuance/ in the Public Register.

 2. The Commission issued temporary prohibition on the publication of a tender offer submitted by ZMM – Bulgaria Holding Ltd., Sofia City, on purchase of shares of ZMM Nova Zagora AD, town of Nova Zagora, from the company’s other shareholders through Aval In AD Investment Intermediary.

 3. The Commission entered in the Public Register a shares issue, amounting to 2,357,847 pieces of ordinary, registered and dematerialized voting shares, having a nominal value of BGN 1 each, issued by Hydraulic Elements & Systems AD, town of Yambol, for the purpose of trading these on a regulated securities market.

 4. The Commission entered in the Public Register a shares issue issued by Bulgarian Rose Sevtopolis JSC, town of Kazanlak, as a result of increase in the company’s capital, and for the purpose of trading these on a regulated securities market. The issue is to the amount of 3,016,356 pieces of ordinary, dematerialized, registered voting shares, giving the right to one vote in the issuer’s General Meeting, and having a nominal value of BGN 1 and an issuance value of BGN 3 each.

 5. The Commission issued an approval for the amendments to the Articles of Association of Transinvestment REIT.

6. The Commission issued a licence to SUPER BOROVETS PROPERTY FUND REIT, town of Varna, to pursue the following activities as a special purpose vehicle: investment of funds raised through issuance of securities in real estates /securitization of real estates/. Super Borovets Property Investment AD, having 65.50%, and West-East Bank (having 30%) are shareholders in the company.
The Commission confirmed a Prospectus for public offering of 150,000 pieces of ordinary, registered, dematerialized, freely transferable voting shares, having a nominal value of BGN 1 each, issued by SUPER BOROVETS PROPERTY FUND REIT, town of Varna, as a result of primary increase in the company’s capital.
The Commission entered the aforesaid issue of shares /undergoing a process of issuance/ in the Public Register.

1. The Commission confirmed a prospectus for secondary public offering of corporate bonds issued by United Milk Company AD, town of Plovdiv. The issue, having ISIN code: BG2100004063, amounts to EUR 5,000,000, distributed in 5,000 pieces of ordinary, naked, interest-bearing debentures having a nominal value of EUR 1,000 each, and a fixed interest rate to the amount of 8% on annual basis, having interest payments at every six-month period where the time period of the debenture loan is 5 years as of February 03, 2006, the maturity being February 03, 2011. The Commission entered the issue and the issuer into the FSC’s Public Register.
The issue is being issued with a buy-back option on the part of the issuer. The issuer has and shall retain the right to buy-back the whole issue of bonds two years after the issue date.
United Milk Holdings Limited, a subsidiary of the Black Sea Fund managed by Global Finance, and International Real Estate Investors Holding S.A., a subsidiary of Doverie Capital AD are major shareholders in United Milk Company AD.

2. The Commission confirmed a prospectus for secondary public offering of corporate bonds issued by Agrileasing EAD, Sofia City. The issue, having ISIN code: BG2100006068, amounts to EUR 2,000,000, distributed in 2,000 pieces of ordinary, secured, interest-bearing debentures having a nominal value of EUR 1,000 each, having a floating interest percentage rate amounting to a three-month Euribor + 4.15 % on annual basis, where the principal is to be paid in 16 equal three-month repayment installments to the amount of EUR 125,000, due along with coupon payments, a period of the debenture loan of 48 months as of February 07, 2006, the maturity being as of February 07, 2010. The Commission entered the issue and the issuer into the FSC’s Public Register.
The main sphere of activity of Agrileasing EAD is extending a financial lease mainly to farmers. Sole owner of Agrileasing EAD’s capital is Varex Ltd., Sofia City.

3. The Commission confirmed a prospectus for secondary public offering of corporate bonds issued by Transleasing EAD, Sofia City. The issue, having ISIN code: BG2100005060, amounts to EUR 2,000,000, distributed in 2,000 pieces of ordinary, secured, interest-bearing debentures having a nominal value of EUR 1,000 each, having a floating coupon amount to a three-month Euribor + 4.15 % on annual basis, where the interest payments are made every three-months, the period of the debenture loan is 48 months as of February 07, 2006, and the maturity being as of February 07, 2010. The Commission entered the issue and the issuer into the FSC’s Public Register.
The main sphere of activity of Transleasing EAD is extending a financial lease of machinery and equipment for the agricultural sector, as well as of new and used automobiles. Sole owner of Transleasing EAD’s capital is Varex Ltd., Sofia City.

4. The Commission confirmed a prospectus for secondary public offering of corporate bonds issued by Zarneni Hrani Bulgaria EAD, Sofia City. The issue, having ISIN code: BG2100035059, amounts to EUR 7,000,000, distributed in 7,000 pieces of ordinary, naked, interest-bearing debentures having a nominal value of EUR 1,000 each, having a floating coupon amount to a six-month Euribor + an extra of six points, a period of the debenture loan of six years as of November 11, 2005, a maturity – as of November 11, 2011. The Commission entered the issue and the issuer into the FSC’s Public Register.
The company’s main activity is related to the purchase, sale, storage and processing of grain crops. Sole owner of Zarneni Hrani Bulgaria EAD’s capital is Notap Company Limited, Cyprus. Zarneni Hrani Bulgaria EAD is part of the economic group formed with its subsidiary Port of Balchik AD.

5. The Commission entered into the public register an issue of shares issued by Transcard AD as a result of increase in the company’s capital from BGN 5,000,000 to BGN 7,000,002. The issue is to the amount of 2,000,002 pieces of ordinary shares having a nominal value of BGN 1 each.

6. The Commission denied issuing a licence to Eurofond Realties REIT to perform activities as a special purpose vehicle. The lack of institutional investor and the bad financial standing of the company – co-founder are among the main motives for the denial.

7. The Commission issued a licence to perform activity as a management company to Titan Asset Management JSCo. Within a 14-days’ period as of receipt of the notification, Titan Asset Management JSCo is to certify that the requisite capital of BGN 250,000 has been fully paid-in.
Vickvision EOOD is the founder of Titan Asset Management JSCo, holding 100 % of its capital.

8. The Commission adopted a Practice on application of Art. 123c, para. 1, item 9 of the Social Insurance Code.
Pursuant to the Practice adopted, it is allowed that transactions in shares and/or units issued by collective investment schemes which are not performed on a regulated market to be carried out directly by the pension insurance companies through sale or repurchase of securities by the management company.
The aforesaid Practice has been published on our website under Documents Section, Instructions and Requirements.

The Commission entered Bulland Investments REIT into the Public Companies and Other Issuers of Securities Register.
The Commission entered an issue of securities issued by Bulland Investments REIT as a result of increase in the company’s capital stock from BGN 500,000 to BGN 1,000,000 through issuance of new 500,000 pieces of ordinary, registered, dematerialized, freely transferable voting shares, having a nominal value of BGN 1 each, into the Public Companies Register for the purpose of trading these on a regulated securities market.

1. The Commission issued a new licence to Argo-Invest AD, Sofia City, to perform activities as an investment intermediary.

 2. The Commission issued a new licence to Frontier Finances AD, Sofia City, to perform activities as an investment intermediary.

 3. The Commission issued a new licence to Fico Invest OOD, town of Varna, to perform activities as an investment intermediary.

 4. The Commission issued a new licence to Euroforum Ltd., Sofia City, to perform activities as an investment intermediary.

 5. The Commission issued a new licence to KD Securities AD, Sofia City, to perform activities as an investment intermediary.

 6. The Commission issued a licence to Alfa Asset Management EAD to set up and manage the following contractual fund: Alfa Index Imoti. The Commission confirmed a Prospectus for public offering of contractual fund’s units. The Commission entered the issue of units in the FSC’s Public Register and entered the contractual fund as an issuer into the said Register.

 7. The Commission issued a licence to KD Investments EAD to set up and manage the following contractual fund: KD Bonds Bulgaria. The Commission entered the contractual fund into the Register. The Commission confirmed a Prospectus for public offering of contractual fund’s units. The Commission entered the issue of units in the FSC’s Public Register and entered the contractual fund as an issuer.

 8. The Commission issued a licence to KD Investments EAD to set up and manage the following contractual fund: KD Equities Bulgaria. The Commission entered the contractual fund into the Register. The Commission confirmed a Prospectus for public offering of contractual fund’s units. The Commission entered the issue of units in the FSC’s Public Register and entered the contractual fund as an issuer.

 9. The Commission issued a licence to Premier Fund REIT to pursue the following activities as a special purpose vehicle: investment of funds raised through issuance of securities in real estates /securitization of real estates/.
The Commission confirmed a Prospectus for public offering of 150,000 pieces of ordinary, registered, dematerialized, freely transferable voting shares, having a nominal value of BGN 1 each, issued by Premier Fund REIT as a result of primary increase in the company’s capital.
 The Commission entered the issue of shares in the FSC’s Public Register.

 10. The Commission issued a licence to HypoCapital REIT to pursue the following activities as a special purpose vehicle: investment of funds raised through issuance of securities in receivables /securitization of receivables/.
The Commission confirmed a Prospectus for public offering of 15,000 pieces of ordinary, registered, dematerialized, freely transferable voting shares, having a nominal value of BGN 10 each, issued by HypoCapital REIT as a result of primary increase in the company’s capital.
 The Commission entered the issue of shares in the FSC’s Public Companies Register.

 11. The Commission adopted amendments to Instructions on the application of Art. 12, paras. 3 and 4 of Ordinance No. 2 on the prospectuses in the case of public offering of securities and on the disclosure of information by the public companies and other issuers of securities.

 12. The Commission issued a licence to ING Insurance Joint Stock Company, Republic of Hungary, to undertake insurance activities to a foreign insurer through a branch in the Republic of Bulgaria on the following types of insurances:
 – Life and Rent Insurances;
 – Accident Additional Insurance.

 13. The Commission adopted at second reading Ordinance on the procedure for and methods of setting up the technical reserves of the insurers and of the health assurance reserves.
The said Ordinance transposes the European directives in the part related to the requirements set towards the technical reserves and is in conformity with the amendments introduced to the Insurance Code. The obligation to allocate at least 90 per cent of the yield upon investments realized into the accounts of the life insured persons is abolished. The yield allocation shall be based on the individual policies of the insurance companies on market principle. Certain restrictions connected with forming and disposing with the reserve fund are amended. Some approvals of parameters where forming the technical reserves are abolished, and at the same time greater responsibilities are entrusted to the companies with a view to the specifics of their portfolio.

 14. The Commission adopted a resolution on setting internationally acknowledged credit rating agencies and defined the criteria which the other credit rating agencies are to meet in order to acknowledge the credit ratings awarded by these to re-insurers where setting the percentage of allowable receivables for cover of the insurance reserves. /for the purposes of Art.75, para. 2 of the IC/
The internationally acknowledged credit rating agencies specified are as follows: Standard & Poor’s; Moody’s Investors Service; Fitch Ratings; AM Best Company.
The criteria which the other credit rating agencies are to meet in order to gain recognition by the Financial Supervision Commission are related to their experience and history; objectivity of the methodologies these apply; independence of the agencies and the availability of adequate resources required undertaking the activities on assessing the enterprises.
In order to gain recognition by the FSC to award a credit rating to the re-insurers, it is necessary for the other agencies to submit documents, proving that they meet the criteria established.

1. The Commission confirmed a prospectus for initial public offering of shares issued by Bulstrad PLC Insurance and Reinsurance Company, Sofia City. The issue is a result of an increase in the company’s stock capital and amounts to 564,000 pieces of ordinary dematerialized shares, having nominal and issue value of BGN 10 each.

2. The Commission entered into the Public Register a subsequent shares issue issued by BenchMark Fund Estates REIT, the purpose of which issue being trade on a regulated securities market. The issue results from an increase in the company’s stock capital from BGN 7,800,000 to BGN 23,394,706 through new issuance of 15,594,706 pieces of ordinary shares having a nominal value of BGN 1 each and issuance value of BGN 1.50 each.

3. The Commission confirmed a prospectus for secondary public offering of bonds issued by FairPlay International JSC. The issue, having ISIN Code: BG2100025050, amounts to EUR 5,600,000, distributed in 5,600 pieces of ordinary, secured, non-convertible bonds having a nominal value of EUR 1,000 each, having a floating interest percentage rate amounting to a six-month Euribor + 4% per year, and with interest payments at every six-month period, where the time period of the debenture loan is 5 years as of September 30, 2005, the maturity being September 30, 2010.
The Commission entered the issue and the issuer into the FSC’s Public Register.

4. The FSC issued a new licence to Ever Inc. Financial House, Sofia City, to perform activity as an investment intermediary. The investment intermediary may effect the investment and additional activities and services provided for under POSA, including underwriting issues and transacting in securities for one’s own account. In order to perform activities and provide services under the new licence, it shall be required that the company has at its disposal at any time capital amounting to not less than BGN 1,500,000. 

5. The FSC issued a new licence to Zlaten Lev Brokers Ltd., Sofia City, to perform activity as an investment intermediary. The investment intermediary may effect the investment and additional activities and services provided for under POSA, without underwriting issues and transacting in securities for one’s own account. In order to perform activities and provide services under the new licence, it shall be required that the company has at its disposal at any time capital amounting to not less than BGN 250,000.