On July 14, 2025, the Bank of Russia has released a summary capsuling the public discussion of its report titled "Information Transparency in the Securities Market: Issuers and Terms and Conditions for the Initial Public Offering of their Shares", based on which significant changes in the regulatory regime governing IPOs are expected to be introduced by the end of this year.

New information disclosure requirements:

– A prospectus summary has to include key financial and operational indicators, investment attractiveness factors, information on lock-up arrangements and stabilization mechanism.

– Uniform approaches set in respect of the disclosure of forecast data together with explanations regarding the methodology and value ranges used.

New role of professional securities market participants:

– For the purposes of having its shares included in the non-quoted part of the securities list, a prospectus has to be signed not only by an issuer, but also by a professional securities market participant confirming the authenticity of information.

Fair value assessment:

– To be admitted to trading, at least two independent analytical reports will have to be disclosed. The Bank of Russia’s report sets out basic requirements as to the contents and sources of such reports.

Additional transaction disclosure requirements:

– Disclosure of allotment principles and how the shares have actually been allotted.

– Mandatory disclosure of stabilization mechanism parameters.

– Notification of whether there are any lock-up arrangements in place and whether the relevant agreements have been violated.

Standard form documents:

– The Bank of Russia plans to draft standard form IPO-related documents including template stabilization and lock-up agreements.

The upcoming developments will require issuers and their advisers to raise the standard of discipline when preparing their prospectuses, disclosing information and complying with the newly imposed procedures. Issuers should take into account a renewed approach by the Bank of Russia when planning their transactions.

Based on the outcomes of the Bank of Russia’s report, Partner Aleksandr Kuznetsov, Senior Associate Anna Sidorenko, Associate Ivan Dubrovskiy and Junior Associate Dmitry Krasnov have put together an alert where they looked into the key aspects of the upcoming developments and what impact they may have on the market

For more detail, please refer to the alert.