listing requirnment for pakistan's stock exchange
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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.
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What is Listing?A company is said to be
listed or quoted if its shares can be tradedon a stock exchange.
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Importance of ListingValue additionIncreasing capitalAccess to a widespread shareholderBasePrice Detection
Low cost capital
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EQUITY LISTING
LISTING OFCOMPANIES
NORMAL COUNTER
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M
inimum paid up capital of Rs. 200 million
Subscribed by at least 500 applications.
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P rovisions of Listing Regulation 6 whichare related to minimum fresh publicoffering through prospectus should inaccordance with Companies (Issue of Capital) Rule, 1996.
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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.
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In case where the shares of the Companyare issued / offered through Book Building,it shall comply with the Listing Regulations
of the Exchange.
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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
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TIME FRAME FORLISTING
T he companies are formally listedwithin 30 days of close of publicsubscription
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FEE SCHEDULE
(I) Initial Listing Fee(II)Annual Listing Fee
(III)Non-Refundable Service Charges
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(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.
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(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:
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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
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(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.
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(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.
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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.
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(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.
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(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.
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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.
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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
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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.
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ANNEXURE-A
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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
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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
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ANNEXURE-A
6. Certified copies of agreements with:(a) managing agents.(b) selling agents.(c) M anaging Director and technical directors.
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ANNEXURE-A
7. Certified copies of the agreements withthe NIT , ICP , P ICIC, IDBP and any other
financial institution.
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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.
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.
ANNEXURE-B
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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.
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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
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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
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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.
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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
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FORMS REQUIRED FOR LISTING
OF COMPANIES ON NORMALCOUNTER
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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
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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
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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
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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
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