The National Securities and Stock Market Commission (NSSMC; НКЦПФР) supports the creation of an infrastructure-and-exchange holding in Ukraine with the involvement of a strategic investor, but insists on legislative guarantees to preserve the state’s influence and ensure equal access for market participants.
Support for the holding and key conditions
The memorandum of 11 July 2025 foresees the consolidation of the exchange, the Clearing Centre and other market infrastructure into a single holding. Government draft law No. 16038 proposes to combine these elements and attract a strategic investor through a competitive selection, and the Commission supports this reform direction.
The Commission emphasises the need for legislative guarantees that would enshrine mechanisms for the state’s influence over the management of critical infrastructure and ensure equal access for market participants to clearing and settlement. “The Commission’s position in this discussion is simple and has not changed since August. It is set out in letters to the government and the relevant Committee and boils down to four principles,” the statement says.
Four principles: the state package, access, competition, supervision
The first principle — the state must retain 25% + 1 share and strategic rights. The Commission proposes to enshrine a mandatory shareholder agreement and a list of strategic rights in law so that, without the state’s participation, decisions on the location of clearing, the sale of the controlling stake or changes to the business profile cannot be made.
The second principle — the Clearing Centre must be open to all exchanges with equal and non-discriminatory access on market terms; this should be taken into account already in drafting the law to avoid revising agreements with the investor when adapting to EU norms. The third principle provides that the holding must not be granted monopolistic status, and the fourth that the NSSMC remains the sole regulator over the holding and the infrastructure group.
Criteria for selecting the investor and questions of market openness
In addition to the four principles, the Commission is ready to work with the government on the criteria for selecting the investor, requirements for other shareholders and the free-float share. The selection should take into account not only the size of the contribution but also technological capabilities, experience and a plan for market development.
The Commission notes that calculations for OVDP (domestic government bonds) pass through this infrastructure — more than 80% of the organised market turnover — and reconstruction capital will flow through it. “For the state this is a security issue. For the market this is a question of survival,” the Commission stresses. Brokers, asset managers and other exchanges support the Commission’s position as a defence of competition in the market.
Explanation of terms
Index — an indicator of the change in the value of a group of securities; bond — a debt security that gives the right to repayment of a loan with interest; yield — the ratio of income received to invested funds; OVDP (domestic government bonds) — government bonds by which the state raises domestic funds.
