Selling initiator

The stages of trading commercial receivables through the agency of
RCE with respect to the selling initiator
 
 
1.       The submission of the initiator's sale offer
The initiator (shareholding member, affiliated member or RCE client) shall submit the following documents to the Receivable and Financial Products Department within RCE:
  • the sale order which includes minimum data about the receivable (annex to the regulation);
  • the invoice certifying the receivable or other equivalent certifying document;
  • the undertaking under authorized signature that it shall not set-off/assign the respective receivable for as long as its sale order is under performance at RCE, in a different manner than that established by the regulation of the exchange (annex to the regulation);
  • an affidavit under authorized signature, declaring that the receivable arose further to the supply of goods/services to the debtor and that it is not fully set-off/assigned (annex to the regulation);
  • the power of attorney granted to the person which shall represent it, if applicable (annex to the regulation); in the case of the natural person initiators, the power of attorney shall be legalized by the notary public;
  • the evidence attesting to the payment to RCE of the duty for the registration of the sale order;
  • the fiscal obligation certificate issued by the competent fiscal body;
  • the approval of the fiscal body, as the case may be, regarding the trading of the commercial receivable if the assignor has outstanding fiscal obligations.
 
2.        The verification and publication of the advertisement regarding the initiator's sale offer
 
The Receivable and Financial Products Department shall also verify, besides the documents provided under item 1, the fulfillment of the following conditions:
  • the receivable to which the sale order refers shall not form the object of a receivable assignment or security interest in personal property contract registered with the “Electronic Archive of Security Interests in Personal Property” or it shall not have been fully set-off;
  • the establishing invoice shall be expressly accepted by the debtor, if it is not registered according to Government Emergency Ordinance No. 77/1999.
 
After the verification and registration of all the conditions and documents related to the sale order, RCE shall publish it in a national daily newspaper, shall post it on the website of the exchange (www.brm.ro) and shall send it to its own shareholders by fax or e-mail.) and shall send it to its own shareholders by fax or e-mail.
 
The advertisement shall comprise, as a rule:
  • the debtor’s denomination/name and basic identification data;
  • the amount of the receivable intended to be traded;
  • the minimum value which may be supplemented in the responding (complementary) orders;
  • the date of the trading session.
 
3.       The submission, verification and registration of the responding order of the purchasing bidder
 
If a natural person or legal entity intends to purchase the receivables published to be sold, he/she/it shall submit the following documents to the Receivable and Financial Products Department within RCE:
  • the responding order for the purchase of the published receivable (annex to the regulation);
  • an affidavit, under authorized signature, declaring that it does not hold, directly or indirectly, participations exceeding 10% in the debtor’s social capital, respectively that the debtor does not hold, directly or indirectly, participations exceeding 10% in the purchasing initiator's social capital (annex to the regulation);
  • the power of attorney granted to the person which shall represent him/her/it, if applicable (annex to the regulation); in the case of the natural person bidders, the power of attorney shall be legalized by the notary public;
  • the undertaking to pay the fee to RCE, if the purchasing initiator becomes a party in a receivable assignment contract (annex to the regulation);
  • the evidence attesting to the payment to RCE of the duty for the registration of the purchase order;
  • the fiscal obligation certificate issued by the competent fiscal body, according to which the natural person or legal entity, having the capacity as purchaser, does not have outstanding fiscal obligations.
The Receivable and Financial Products Department shall verify, besides such documents, whether the purchasing bidder fully deposited the established security to RCE by the business day preceding the trading session, at the latest, and the value of the receivable intended to be traded shall exceed or be equal to the minimum value mentioned in the responding order.
 
4.       The performance of the trading session 

The receivables shall be traded within outcry auctions on the floor of RCE and at the RCE’s representative offices in the territory.
 
The trading session shall take place under the direct management of a session coordinator, with the participation of the bidders, under the supervision of a commission made up of an odd number of members – appointed by RCE’s President - General Manager, but not less than three, which may also include the authorized representatives of the initiators, chaired by RCE’s President - General Manager or by the person appointed by him/her.
 
An entry shall be assigned to each scheduled order of a initiator. If for one of the entries of the initiators during a trading session no bidder registered, the commission shall declare the trading session closed on such entry; and the respective entry shall be rescheduled for the following trading session.
 
The orders sent by the selling initiator, respectively by the purchasing bidder are implicitly valid for maximum 6 consecutive trading sessions and, upon the registration of the order, the initiator or the bidder may specify a smaller number of consecutive trading sessions. Scheduling an order for more than 6 consecutive trading sessions entails the re-registration of such order.
 
On the trading day, prior to the commencement of the trading session, the selling initiator shall communicate to the President of the commission, in writing, the minimum percentage of the value to be traded requested for the sale of the respective receivable and, potentially, the starting percentage.
 
a.      Opening of the Trading Session
 
Upon opening the trading session, the President of the commission shall announce:
  • the list of the receivables to be traded in the respective session, presented according to their entries in the order of their registration with RCE;
  • the value remaining to be traded (which includes VAT) from the initiator's orders scheduled for the current trading session;
  • the starting percentage of the auction for each order scheduled for the current trading session;
  • the auction peak (it is the initial peak, expressed in percentage, used during the performance of the auction);
  • the additional peak (it is the peak, expressed in percentage, used as of the moment when two or several bidders accept the announced percentage);
  • the reserve peak (it is the peak, expressed in percentage, used to decide between bidders if no bidder offers the announced percentage);
  • the denomination/first name and surname and the floor numbers of the bidders, in the order of their registration.
b.      Bidding of the Percentages to Be Used to Calculate the Prices for Which the Receivable Assignment Contracts Shall Be Concluded
 
The receivable shall be bid through outcry auction, of the Dutch kind, by bidding percentages on a decreasing basis; the starting percentage shall be that communicated by the initiator, or 100%, if such percentage is not communicated.
 
A bidder may no longer participate in the auction starting from the moment when it no longer accepts the announced percentage, but it accepted, by raising the floor number, the previously announced percentage, provided that the currently announced percentage be accepted by at least one other bidder.
 
If no bidder accepts the announced percentage, the successive decrease thereof shall be made without going below the minimum percentage communicated by the selling initiator; the session coordinator shall announce the “final peak” before calling out the percentage which equals the minimum percentage requested by the selling initiator.
 
The percentage-related condition means that the percentage, which has to be announced by the session coordinator is higher than or equal to the minimum percentage communicated by the selling initiator.
 
The value-related condition means that the value to be traded remaining from the initiator's order after the conclusion of a transaction is higher than or equal to the minimum value specified by the initiator.
 
The remaining value represents the value left for further trading if such value is lower than the minimum value specified by the initiator.
 
c.       Closing of the Trading Session
 
After the President of the commission supervising the transactions announces the conclusion of the trading of an entry:
  • the initiator, the successful bidders and the session coordinator shall sign the trading notes, in three originals, one for each party;
  • the members of the commission, the successful bidders and the purchasing bidders which obtained the statute as reserve shall sing the trading minutes.
 
The trading minutes shall include for each traded entries:  
  • the denomination/first name and surname of the initiator;
  • the name of the debtor of the receivable;
  • elements of every invoice or equivalent certifying document;
  • the denomination/first name and surname of the successful bidders;
  • the value of the receivable assignment contract;
  • the prices for which the receivables were traded;
  • the fees due to RCE;
  • the purchasing bidders which obtained the statute as reserve and the percentages which shall be used to calculate the prices, for which such shall conclude the assignment contracts, if such shall be the case.
The commission shall establish both the statute as reserve of the purchasing bidders for each entry, and the order according to the last percentage accepted by them.
 
5.       The execution of the assignment contracts
The receivable assignment contracts shall be drafted based on the minutes of the trading sessions, in three originals, one for each party and an original for RCE, and shall be executed by the parties within three business days from the date on which the trading session took place.
 
The prices of the receivable assignment contracts shall be pain in RON, within three business days from the execution of the assignment contracts. The successful purchasing bidder shall pay the trading fee to RCE within maximum 2 business days from the date on which the trading session took place. The conditions for the return of the securities are provided in the regulation.

Trading scheme

 

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