listing requirnment for pakistan's stock exchange

8/6/2019 Listing Requirnment for Pakistan's Stock Exchange

1/47


2/47


3/47


4/47


5/47

WHAT IS STOCK EXCHANGEA forum where the buying and selling of

securities (Bonds & Shares) takes place

It provide the forum where both the parties i.e.Investors & Companies can interact.


6/47

What is Listing?A company is said to be

listed or quoted if its shares can be tradedon a stock exchange.


7/47

Importance of ListingValue additionIncreasing capitalAccess to a widespread shareholderBasePrice Detection

Low cost capital


8/47

EQUITY LISTING

LISTING OFCOMPANIES

NORMAL COUNTER


9/47

M

inimum paid up capital of Rs. 200 million

Subscribed by at least 500 applications.


10/47

P rovisions of Listing Regulation 6 whichare related to minimum fresh publicoffering through prospectus should inaccordance with Companies (Issue of Capital) Rule, 1996.


11/47

Clearance of offering document by KSEbefore submission to the SECP forapproval.

Fulfill the relevant requirement of theExchange under the Listing Regulationsand the disclosures as required under theSecond Schedule of the CompaniesOrdinance 1984 & Companies (Issue of Capital) Rules, 1996.


12/47

In case where the shares of the Companyare issued / offered through Book Building,it shall comply with the Listing Regulations

of the Exchange.


13/47

TIME FRAME FORLISTING

T he listing application requires 2 to 3weeks for clearance of the offeringdocuments by the Exchange.T he companies are allocated dates forpublication of offering document onreceipt of approval under the relevantLaws from the SEC P


14/47

TIME FRAME FORLISTING

T he companies are formally listedwithin 30 days of close of publicsubscription


15/47

FEE SCHEDULE

(I) Initial Listing Fee(II)Annual Listing Fee

(III)Non-Refundable Service Charges


16/47

(I) Initial Listing Fee:

A company applying for listing on theExchange, shall pay an initial listing feeequivalent to one tenth of one percent(1/10 of 1%)of the P AID-UP -CAP ITALsubject to a maximum of rupees twomillion and five hundred thousand.


17/47

(ii)Annual Listing Fee:

Every listed company shall pay, in respect

of each financial year of the Exchange, (1stJuly -30th June ) an annual listing fee,which shall be payable by or before the30th September in each calendar year, asper following schedule:


18/47

Companies having Rate of feePaid-up-Capital per annum

Up to Rs. 50 million Rs. 25,000

Above Rs. 50 million & up to Rs. 200 millionRs. 50,000

Above Rs. 200 million & up to Rs. 1,000 millionRs. 75,000

Above Rs. 1,000 million Rs. 100,000


19/47

(iii)Non-Refundable service charges

Further, a company applying for enlistment onthe Exchange shall, in addition to other fees,pay a sum of Rs. 50,000/- as non-refundable service charges.

Note:T he total amounts of fees mentioned above are subject to withholding

tax deduction at applicable tax rates.


20/47


21/47

(1) T he Exchange shall not entertainapplication of such company whose:

I) Chief Executive has been found to haveviolated the Listing Regulations or anylisted company on the Exchange of which

he had been the Chief Executive.


22/47

ii) P romoters/sponsors/controlling directorsare in the defaulters list of SB P either intheir individual capacity or in the capacity

of directors of other companies.T he company shall also provide a list of Controlling Directors.

However, this will not apply to nominee directors of theGovernment and Financial Institutions.


23/47

(2) No company shall be allowed listingwhich is an associated company of anyother listed company which has violated

the Listing Regulations of the Exchangeand is still in default of any ListingRegulation.

However, this will not apply to nominee directors of theGovernment and Financial Institutions.


24/47

(3) In all the prospectuses/offer for sale, thefollowing disclosures must be made:

i) Only those financial statements shall beincorporated in the prospectus which areaudited and certified by the auditors andwhich are accompanied by accountingpolicies.


25/47

ii)T he Audited Accounts incorporated inthe P rospectus shall not be older than6 months from the date of

publication of the P rospectus

iii) A profile of the Chief Executive alongwith academic qualification andrelevant experience.


26/47

iv) Break-up value of the shares

v) In the financial plan, the amount of interest/mark-up during preproductionperiod shall be shown separately

vi) A brief write-up of each of the controllingdirectors


27/47

vii) Detail of project ordered , Total projectcost, means of financing, cost incurred,P roject implementation schedule,expected date of trial production andcommercial production etc.

viii) Any other disclosure which the Exchange

may require for the benefit of theinvestors.


28/47


29/47


30/47

ANNEXURE-A


31/47

ANNEXURE-A

1. M emorandum and Articles of Association

2. Copies of prospectus issued by theCompany3. A brief history of the company since

incorporation

4. A statement showing:(a) cash dividends and bonuses paidduring the last 10 years or such shorterperiod as the company may have been


32/47

ANNEXURE-A

In existence.(b) dividends or interest in arrears, if any.

5 . Certified copies of agreements or otherdocuments relating to arrangements withor between:

(a) vendors and/or promoters(b) underwriters(c) brokers


33/47

ANNEXURE-A

6. Certified copies of agreements with:(a) managing agents.(b) selling agents.(c) M anaging Director and technical directors.


34/47

ANNEXURE-A

7. Certified copies of the agreements withthe NIT , ICP , P ICIC, IDBP and any other

financial institution.


35/47

ANNEXYRE-A

9. Names and addresses of the directors andpersons holding ten per cent or more of

any class of equity security as on the dateof application together with the number of share or debentures held by each of them.

10. P articulars of the security listing of whichis sought.


36/47

.

ANNEXURE-B


37/47

ANNEXURE-B

In case of Equity-Based Project1. Certificate from the auditors that the fixed

capital expenditure is entirely financed byequity and that the capital allocated tosponsors, foreign and local investors, if any, has been fully paid.


38/47

ANNEXURE-B

2. P roject appraisal report from a financialinstitution or a commercial bank or an

investment bank.3. Certificate from the auditors that the landfor the project has been acquired,transferred/registered in the name of company


39/47

ANNEXURE-B

4. Undertaking on Non-Judicial StampP aper from the Sponsors that they shall

retain at least twenty-five per cent of thecapital of the company for a period of fiveyears


40/47

ANNEXURE-B

In case of Loan-based Project

1. Certificate from auditors that sponsorssubscription has been received in full andat least 80% thereof has been utilized in

the project.


41/47

ANNEXURE-B

2. Certificate from the concerned StockExchange that at least 30% of the plant

and machinery has been installed and lastconsignment of plant and machinery,where required has been shipped to thecompany.

3. Undertaking on Non-Judicial Stamp P aperfrom the Sponsors


42/47

FORMS REQUIRED FOR LISTING

OF COMPANIES ON NORMALCOUNTER


43/47

FORM OF APPLICATION UNDER SECTION 9 OF THE SECURITIES AND EXCHANGEORDINANCE 1969 FOR LISTING A SECURITY ON A STOCK EXCHANGE

To:T he General M anagerKarachi Stock Exchange (Guarantee) LimitedKarachi.Dear Sir,1. We hereby apply for the listing of our _____________________________________

on your Stock Exchange. (Name of company)2. Necessary information and documents as required under Regulation 4(1) are

enclosed herewith.Yours faithfully,______________________SIGNATURE & ADDRESS

c.c. to:T he Securities & Exchange Commission of P akistanISLAM ABAD - as required under Sub-Section (1) of Section 9of the Securities & Exchange Ordinance, 1969


44/47

FORM OF UNCONDITIONAL UNDERTAKING UNDER LISTING REGULATION NO. 5 ON NON-JUDICIAL STAMP PAPER OF RS. 20/-

Date:_______________

The Governing Board of Directors

Karachi Stock Exchange (Guarantee) LimitedKarachi

U N D E R T A K I N G

We undertake, unconditionally, to abide by the Listing Regulations of the Karachi Stock Exchange (Guarantee) Limitedwhich presently are, or hereinafter may be in force.

We further undertake:(1)T hat our shares and securities shall be quoted on the Ready Quotation Board and/or the Futures Counter at the

discretion of the Exchange;

(2)T hat the Exchange shall not be bound by our request to remove the shares or securities from the Ready QuotationBoard and/or the Futures Counter;

(3)T hat the Exchange shall have the right, at any time to suspend or remove the said shares or securities for any reasonwhich the Exchange consider sufficient in public interest.

(4) T hat such provisions in the articles of association of our company or in any declaration or agreement relating to anyother security as are or otherwise not deemed by the Exchange to be in conformity with the Listing Regulations of the Exchange shall, upon being called upon by the Exchange, be amended to supersede the articles of associationof our company or the nominee relating to the other securities to the extent indicated by the Exchange forpurposes of amendment and we shall not raise any objection in relation to a direction by the Exchange for suchamendment; and

(5)T hat our company and/or the security may be delisted by the Exchange in the event of non-compliance and breach of this undertaking.

Yours sincerely,

__________________________________

SIGNATURE OF AUTHORIZED PERSONCommon Seal of the Company


45/47

FO RM 3

The General ManagerKarachi Stock Exchange (Guarantee) LimitedStock Exchange BuildingStock Exchange RoadKarachiU N D E R T A K I N GWe, M /s___________________________________________________________________ have applied

for Listing of our Company on your Exchange. In case our application is approved, we herebyundertake as under:-

(1)T hat we will issue shares either in scripless form in the Central Depository System (CDS) or in theshape of physical scrip along with computerised transfer deeds on the basis of option exercised bythe successful applicants within 30 days from the date of close of public subscription.

(2) T hat shares in the physical scrip shall be despatched through the bankers to the issue whereasscripless shares shall be directly credited through book entry into the respective CDC accounts of the allottees maintained with Central Depository Company of P akistan Limited (CDC).

(3)T hat we will arrange to verify the signature on Transfer Deeds in Karachi at least for a period of 30days after Official Listing of our Company.(4) T hat we will return the Transfer Deeds duly verified within 48 hours Lodged for verification of

signatures._____________________________________MANAGING DIRECTOR/CHIEF EXECUTIVE


46/47

FO RM 4

The General ManagerKarachi Stock Exchange (Guarantee) Limited

Stock Exchange Building

Stock Exchange Road

Karachi

Dear Sir,

Re: NO OBJECTION CERTIFICATE

We the undersigned have entered into an Underwriting Agreement withM

/s._____________________________________on___________________________.T

he terms of which are as follows:i) T otal Number of Shares Underwritten _______________________

ii) Face Value Rs.___________ per share

iii)P remium Value (if any) Rs.___________ per share

iv)T otal Value (Including P remium) Rs.___________ per share

v) Amount of Underwriting Rs.___________

vi) Underwriting Commission ______________%

vii)T ake-up Commission ______________%

viii)T

he Underwriting Agreement is Valid Upto ______________We have no objection for offering of shares to the general public and publication of P rospectus/Offer For Sale of the company in the

newspapers.

We further confirm that we have not entered into any buy back or repurchase agreement in respect of the shares underwritten with thesponsors or any other person under the said agreement.

Yours truly,

____________________________________________

NAME AND DESIGNATION OF THE UNDERWRITER


47/47

listing requirnment for pakistan's stock exchange

Documents