Tallinna Börs                 NEWS RELEASE                      12/09/2002



CHANGES TO TSE RULES AND REGULATIONS



On November 13, 2002, the Financial Supervision Authority approved changes 

the Tallinn Stock Exchange (TSE) Rules and Regulations (Rules) implemented 

with regard to establishment of the new Securities Market Act (SMA).



The main changes to the Rules are as follows: 

 

1. As the new chapter of the Rules, the Management Board established the 

"General Part". 

In this chapter the scope, general provisions and main definitions in 

aggregate as well as main principles of the TSE and market operation are 

specified.



2. As the new chapter of the Rules, the Management Board established the 

"Supervision". 

This chapter summarises all supervisory regulation of the Rules, incl. rights 

and duties of the TSE in performing supervisory operations and measures, 

grounds for suspension of activities of Exchange member, suspension of trade 

in Issuer’s securities, delisting of Issuer’s securities, and for settlement 

of disputes and all supervisory provisions. Along with other amendments the 

supervisory provisions in chapter "Membership Rules" were abolished and fully 

transferred to chapter "Supervision".



In addition to editorial and restructuring changes some substantial changes 

have been made. As an absolutely new principle, the possibility to use watch 

list notation has been established. The purpose of adding a watch notation 

is to draw the market participants’ attention to important circumstances 

relating to the security or its Issuer, incl. filing of an application to 

delist the securities, solvency problems etc. The watch notation does not 

imply any restrictions on or derogations for the Issuer or for the trading 

of its securities.

 

Additionally, the principles of suspension of trading and suspension of 

Exchange member's activities, as well as the rights of TSE on giving precepts

or performing other supervisory operations have been amended, reasoned on the 

provisions of Securities Market Act.



3. Chapter "Listing Rules" was amended. In addition to editorial and 

substantial changes the Rules were brought into compliance with the new SMA 

and harmonised with Listing Particulars of Helsinki Stock Exchange.

 

Among other changes the term of passing resolutions of listing or refusal of 

listing was extended to 3 months (previously 1 month). Requirements for Main 

List market capitalisation were decreased from 300 million EEK to 62 million 

EEK (4 million euros) and requirements of I-List market capitalisation were 

increased from 10 million EEK to approximately 15 million EEK (1 million 

euros). Additionally, the free float (distribution of shares amongst 

investors) of the I-list was decreased from 25% to 15%. Also, definition of 

Supplemental Listing Decision as well as the rights and obligations of 

listing body and its members and their election procedures were established. 

Proceeding from the new rules the Issuer is not obliged to enter into an 

agreement with its Sponsor for listing securities. With this amendment the 

Rules were harmonised with provisions of Helsinki Stock Exchange.



With regard to establishment of the new SMA the provisions of the TSE Free 

Market were changed. Free Market is a regulated market for the purposes of 

the SMA. Securities traded on the Free Market are admitted by the Exchange 

to be traded but they are not listed for the purposes of the SMA or Rules 

(due to milder requirements for information disclosure). Securities of an 

Issuer applying for admission of its securities to the Free Market are to be 

admitted to Free Market if the respective Issuer has announced its intention 

to apply for the listing of the relevant securities in the Main list or 

I-list (target list) of the TSE in the future. However, the Listing Committee 

of the TSE has the right to admit other securities to the Free Market as well.

It is prohibited for the Issuer of the securities admitted to the Free Market,

including the members of its management and supervisory boards and employees, 

to make any statements on the basis of which an investor may form a 

misleading impression that the securities of the Issuer have been listed on 

the TSE.



4. Chapter "Requirements for Issuers" was amended. In addition to editorial 

and some substantial changes the Rules were brought into compliance with the 

new SMA. 



The list of persons connected with a person in possession of confidential 

information was supplemented. Persons not listed in the Rules as persons 

connected with a person in possession of confidential information are deemed 

such persons by the TSE based on circumstances of a specific case.



Time limits of interim report disclosure were harmonised with instructions 

of the Estonian Accounting Standards Board ("Guidelines for preparation and 

presentation of interim reports"). The Issuer is accordingly obliged to make 

the interim report public within 2 months (previously 3 months).



Requirements of periodic reporting for issuers of debt securities and 

investment funds were amended. An issuer of debt securities who is a company 

and an investment fund are accordingly obliged to publish interim reports on 

their operations and financial results for 6 months and 12 months of the 

financial year.



Former provisions for suspension of trading and delisting of securities were 

transferred to chapters "Listing Rules" and "Supervision"



5. Chapter "Rates of Fines" was amended. In addition to the editorial changes 

the sanctions for violation of requirements for takeover bids were abolished. 

 

The new version of Rules with aforementioned amendments is available on 

HEX Tallinn Internet homepage, under section "Amendments to the Rules and 

Regulations" of "TSE Rules and Legislative Acts" at 

<a href='http://www.tse.ee/reglement/reglement.html.' target='_blank'>http://www.tse.ee/reglement/reglement.html.</a>

 

According to the decision of the Management Board of TSE, the aforementioned 

amendments will become effective on December 16, 2002.





Tallinn Stock Exchange

Market Services

+372 640 8800