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THE KARACHI STOCK EXCHANGE (GUARANTEE) LIMITED Stock Exchange Building, Stock Exchange Road, Karachi-74000 Phones: 111-00-11-22, Fax (021) 241-0825,
Dated: December 18, 1997/May 8, 2000 October 3, 2000/November 8, 2001/June 23, 2004 DOCUMENTS/INFORMATION REQUIRED FOR LISTING OF SHORT-TERM DEBT INSTRUMENTS FOR THE LISTED COMPANIES ISSUED FOR A MAXIMUM PERIOD OF 365 DAYS The KSE will list the short-term debt instruments in the form of a short term finance certificate issued by the listed companies. There is no compulsory requirement of public offering where the debt instrument is issued for a maximum period of 365 days and its size is upto Rs. 100 million. The public offering where required shall be at least Rs. 200 million or 20% of the total issue size, whichever is lower. The company shall be required to furnish the following documents/information at the time of application for listing:
Documents/Details: 01.
Listing application under Section 9 of the Securities & Exchange Ordinance, 1969 (Annexure “I”).
02.
Application for submission of undertaking and payment of fee (Annexure”II”).
03.
An unconditional undertaking under Listing Regulation No. 5 on non-judicial stamp paper of Rs.20/- (Annexure “III”).
04.
An undertaking pertaining to issue of Debt Instrument, computerised transfer deeds, verification of signatures on transfer-deeds and intimation of book closure for entitlement of profits (“Annexure IV”). (In case of public offer)
05.
Copy of the feasibility report/information memorandum duly certified by a financial institution justifying the purpose of issue of debt instrument.
06.
Copy of underwriting agreement(s), (if applicable) along with No Objection Certificate(s) from the underwriter(s) and confirmation of non-execution of any buyback/repurchase agreement(s) with the sponsors and/or with any other person(s) (This will be applicable in case of public offering and where the Underwriting of the issue is arranged. However underwriting of the debt instrument is not compulsory). (“Annexure-V”).
07.
A copy of the Board Resolution for issue of Debt Instrument.
08.
Auditors’ Certificates of the issuing company under section 53(I) read with Clause 28(1) of Section 2 of Part-I of the second schedule to the Companies Ordinance, 1984 and the break-up value per ordinary shares on the basis of latest audited accounts along with its calculation.
09.
A copy of the security trust deed along with agreement for hypothecation and mortgage documents. 1
10.
A copy of the Credit Rating Report from an approved rating agency. The report must not be more than three months old from the date of completion of all the relevant documents/information for listing.
11.
Copies of the consent letters from Bankers to the Issue along with undertaking of the banks concerned, confirming that the subscription money shall be kept in a separate bank account, which shall not be released to the company without prior written approval of the Exchange and/or until the security is formally listed. (In case of public offering only).
12.
Copies of individual consents of all Directors, Chief Executive and Secretary of the Company for publishing their names as Directors, Chief Executive and Secretary in the Prospectus of the Company. (In case of public offering only)
13.
Name of institution for computer-balloting and letter of acceptance of the institution; (The institution where the arrangements for computer balloting are made shall be an independent entity and should not be associated with the company seeking listing). (In case of public offering only)
14.
Statement in lieu of prospectus supported by all the relevant details. In case the instrument is offered to the public by way of prospectus, the company shall be required to submit 50 copies each of the latest Audited Accounts and Draft Prospectus. (5 copies of the draft prospectus shall be submitted along with listing application and remaining copies shall be submitted after its finalisation).
15.
5 copies of the Memorandum and Articles of Association.
16.
Copies of the material contracts related to the debt instruments issue alog with an undertaking to provide and submit to the Exchange the copies of all the other or any of the material contracts, agreements sanction letters entered into or exchanged with any person, as and when so required by the Exchange.
17.
Copy of application submitted with CDC for the debt instrument to be the eligible security upon listing.
18.
Report of State Bank of Pakistan that the names of promoters/sponsors/controlling directors of the company are not in the Defaulter’s List of State Bank of Pakistan either in their individual capacity or in the capacity of Directors of other companies. (This will not apply to nominee Directors of the Government and Financial Institutions).
19.
Report of State Bank of Pakistan that the name of the company as well as the names of other companies in which directors of the company are holding directorship are not in the defaulter’s list of State Bank of Pakistan.
20.
Printed copy of debt instrument certificate duly canceled.
21.
Any other documents/material contract and such other particulars as may be required by the Exchange; 2
PAYMENT OF FEES (i)
Initial Listing fee The initial listing fee shall be charged at the rate of one twentieth of one percent of the total issue size, subject to a maximum of Rs.0.5 million.
(ii)
Annual Listing Fee: The annual listing fee shall be payable as per the Slabs of fee given here under: Size of Debt Instrument
Rate of Fee Per Annum
Upto Rs. 50 million ................................................Rs. 15,000 Above Rs. 50 million and upto Rs. 200 ...................................................Rs. 30,000 Above Rs. 200 million ............................................Rs. 35,000 (iii)
Brokerage Commission: The brokerage commission under the public offer shall be payable to the members of the Exchange at the rate of 0.25 percent of the value of debt instrument actually sold through them.
3
THE KARACHI STOCK EXCHANGE (GUARANTEE) LIMITED Stock Exchange Building, Stock Exchange Road, Karachi-74000 Phones: 111-00-11-22, Fax (021) 241-0825,
Dated: December 18, 1997/May 8, 2000 October 3, 2000/November 8, 2001/June 23, 2004 DOCUMENTS/INFORMATION REQUIRED FOR LISTING OF SHORT-TERM DEBT INSTRUMENTS OF NON-LISTED COMPANIES ISSUED FOR A MAXIMUM PERIOD OF 365 DAYS The KSE will list the short-term debt instruments in the form of a short-term finance certificate issued by the listed companies. There is no compulsory requirement of public offering where the debt instrument is issued for a maximum period of 365 days and its size is upto Rs. 100 million. The public offering where required shall be at least Rs. 200 million or 20% of the total issue size, whichever is lower. The company shall be required to furnish the following documents/information at the time of application for listing:
Documents/Details: 01.
Listing application under Section 9 of the Securities & Exchange Ordinance, 1969 (Annexure “I”).
02.
Application for submission of undertaking and payment of fee (Annexure “II”).
03.
An unconditional undertaking under Listing Regulation No. 5 on non-judicial stamp paper of Rs. 20/- (Annexure “III”).
04.
An undertaking pertaining to issue of Debt Instrument, computerised transfer deeds, verification of signatures on transfer- deeds and intimation of book closure for entitlement of profits (Annexure “IV”) (In case of public offer only).
05.
Copy of the Certificate of Incorporation.
06.
Copy of the conversion certificate from private to public company; if applicable
07.
Copy of the Certificate of Commencement of Business.
08.
Name of Directors along with directorship of other companies listed/non listed on the Exchange, (on Company’s letterhead).
09.
Statement showing the cost of project and means of finance, if applicable, (on company’s letterhead).
10.
Copies of the agreements relating to issue of share capital for consideration other than cash, if any.
4
11.
Copies of all material contracts and agreements, sanction letters entered into or exchanged with foreign participants, machinery suppliers and with any other financial institutions.
12.
Complete list of plant and machinery along with an affidavit on non-judicial stamp paper of Rs. 20/- signed by Chief Executive/Managing Director, with regard to its manufacturers/suppliers; whether it is new, old or reconditioned together with capacity and its utilization. The dates of trial and commercial production must also be confirmed.
13.
Copies of the title deeds of the land.
14.
Copy of letter from Chartered Accountant(s) consenting to act in their respective capacity under Section 57(5) of the Companies Ordinance, 1984.
15.
Copy of letter from Legal Advisor consenting to act in their respective capacity.
16.
50 copies of Memorandum & Articles of Association.
17.
50 copies each of the Statement of audited accounts for the last 5 years or for a shorter number of years if the company has been in operation only for such period. The last audited accounts shall not be more than 3 months old from the date of completion of all the relevant documents/information for listing.
18.
Statement in lieu of prospectus supported by all the relevant details. In case the instrument is offered to the public by way of prospectus, the company shall be required to submit 50 copies of Draft Prospectus. (5 copies of the draft prospectus shall be submitted with application for listing and the remaining copies shall be submitted after its finalisation).
19.
A brief history of the company since incorporation giving details of its activities including any re-organisation, changes in its capital structure and borrowings.
20.
Details of share department in respect of number of employees, their designation, experience, qualification and the timings of public dealing.
21.
A complete list of Shareholders/Subscribers, containing their names, addresses and shareholdings with its break-up i.e, the shares held by the sponsors/ promoters/ directors/associates/friends/relatives, associated company, foreign/local investors and financial institutions, etc.
22.
Copy of the feasibility report/information memorandum duly certified by a financial institution justifying the purpose of issue of debt instrument.
23.
A copy of the Board Resolution for issue of Debt Instrument.
24.
Auditors’ Certificates of the issuing company under section 53(I) read with Clause 28(1) of Section 2 of Part-I of the second schedule to the Companies Ordinance, 5
1984 and on the break up value per ordinary share on the basis of latest audited accounts along with its calculation. 25.
A copy of the security trust deed along with agreement for hypothecation and mortgage documents.
26.
A copy of the Credit Rating Report issued by an approved rating agency. The report must not be more than three months old from the date of completion of all the relevant documents/information for listing.
27.
Copy of underwriting agreement(s) along with No Objection Certificate(s) from the underwriter(s) and confirmation, of non-execution of any buy-back/repurchase agreement(s) with the sponsors and/or with any other person(s), if applicable (This will be applicable in case of public offering only and where the Underwriting of the issue is arranged. However underwriting of the debt instrument is not compulsory). (“Annexure-V”).
28.
Copies of the consent letters from Bankers to the Issue along with undertaking of the banks concerned, confirming that the subscription money shall be kept in a separate bank account, which shall not be released to the security until the company is formally listed. (In case of public offering only).
29.
Copies of individual consents of all Directors, Chief Executive and Secretary of the Company for publishing their names as Directors, Chief Executive and Secretary in the Prospectus of the Company. (In case of public offering only)
30.
Name of institution for computer-balloting and letter of acceptance of the institution; (The institution where the arrangements for computer balloting are made shall be an independent entity and should not be associated with the company seeking listing). (In case of public offering only).
31.
Copy of application submitted with CDC for the debt instrument to be the eligible security upon listing.
32.
Report of State Bank of Pakistan that the names of promoters/sponsors/controlling directors of the company are not in the Defaulter’s List of State Bank of Pakistan either in their individual capacity or in the capacity of Directors of other companies. (This will not apply to nominee Directors of the Government and Financial Institutions).
33.
Report of State Bank of Pakistan that the name of the company as well as the names of other companies in which directors of the company are holding directorship are not in the defaulter’s list of State Bank of Pakistan.
34.
Printed debt instrument certificate duly canceled along with profile of the printer.
35.
Any other documents/material contract and such other particulars as may be required by the Exchange. 6
PAYMENT OF FEES (i)
Initial Listing fee The initial listing fee shall be charged at the rate of one twentieth of one percent of the total issue size, subject to a maximum of Rs.0.5 million.
(ii)
Annual Listing Fee: The annual listing fee shall be payable as per the Slabs of fee given here under: Size of Debt Instrument
Rate of Fee Per Annum
Upto Rs. 50 million ................................................Rs. 15,000 Above Rs. 50 million and upto Rs. 200 ...................................................Rs. 30,000 Above Rs. 200 million ............................................Rs. 35,000 (iii)
Brokerage Commission: The brokerage commission under the public offer shall be payable to the members of the Exchange at the rate of 0.25 percent of the value of debt instrument actually sold through them.
7
ANNEXURE “I”
FORM—I
FORM OF APPLICATION UNDER SECTION 9 OF THE SECURITIES AND EXCHANGE ORDINANCE, 1969 FOR LISTING SECURITIES ON STOCK EXCHANGE
Dated:________________ The General Manager Karachi Stock Exchange (Guarantee) Limited Karachi. Dear Sir, 1.
We hereby apply for the listing of our (Name of Debt Instruments) of our company on your Stock Exchange.
2.
Necessary information and documents as required in the annexure to this form are furnished. Yours faithfully,
SIGNATURE & ADDRESS
c.c. to: Securities & Exchange Commission of Pakistan ISLAMABAD
ANNEXURE TO FORM-I The following particulars and documents shall be annexed to the Listing application , namely: 1.
Memorandum & Articles of Association and, in case of Participatory Redeemable Capital, a copy of the trust deed;
2.
Copies of prospectus issued by the Company in respect of any security already listed on the Stock Exchange;
3.
Copies of balance sheets and audited accounts for the last five completed years or for a shorter number of years if the company has been in existence only for such years;
4.
A brief history of the company since incorporation giving details of its activities including any re-organisation, changes in its capital structure and borrowings.
5.
A statement showing:8
6.
7.
(a)
dividends and cash bonuses paid during the last 10 years or such shorter period as the company may have been in existence;
(b)
dividends or interest in arrears, if any.
Certified copies of agreements or other documents relating to arrangements with or between: (a)
vendors and/or promoters
(b)
underwriters
(c)
brokers
Certified copies of agreements with :(a)
managing agents
(b)
selling agents
(c)
managing director and technical directors.
8.
A statement containing particulars, dates of and parties to all material contracts, agreements (including agreements for technical advice and collaboration), concessions and similar other documents except those entered into in the normal course of the company’s business or intended business together with a brief description of the terms of such agreements.
9.
Certified copies of the agreements with the NIT, ICP, PICIC, IDBP and any other financial institution.
10.
Names and addresses of the directors and persons holding ten per cent or more of any class of equity security as on the date of application together with the number of shares or debentures held by each.
11.
Particulars of security for which listing is sought.
12.
Additional information/documents that may be called by the Exchange.
9
ANNEXURE “II”
F O R M - II
FORM FOR SUBMISSION OF UNDERTAKING AND PAYMENT OF FEES
Dated:________________
The General Manager Karachi Stock Exchange (Guarantee) Limited Karachi. Dear Sir, Re: LISTING OF (NAME OF Debt Instrument) ON THE STOCK EXCHANGE
With reference to our Listing application under Section 9 of the Securities and Exchange Ordinance, 1969, we enclose herewith the following:(1)
An unconditional undertaking under the Common Seal of the company duly signed in accordance with the provisions contained in our Articles of Association.
(2)
A cheque of Rs._____________ towards Initial Listing Fee at the rate one twentieth of one per cent of the total value of (Name of Debt Instrument) of Rs.______________.
(3)
A cheque of Rs._____________ towards Annual Listing Fee.
Yours faithfully,
10
ANNEXURE ”III”
FORM OF UNCONDITIONAL UNDERTAKING UNDER LISTING REGULATION NO. 5 ON NON-JUDICIAL STAMP PAPER OF RS. 20/-
DATED:_________________ The Governing Board of Directors Karachi Stock Exchange (Guarantee) Limited KARACHI. UNDERTAKING We undertake, unconditionally, to abide by the Listing Regulations of the Karachi Stock Exchange (Guarantee) Limited which presently are, or hereinafter may be in force. We further undertake: (1)
That our (Name of Debt Instrument) shall be quoted on the Ready Quotation Board and/or the Futures Counter at the discretion of the Exchange;
(2)
That the Exchange shall not be bound by our request to remove the (Name of Debt Instrument) from the Ready Quotation Board and/or the Futures Counter;
(3)
That the Exchange shall have the right, at any time to suspend or remove the (Name of Debt Instrument) for any reason which the Exchange consider sufficient in public interest.
(4)
That such provisions in the articles of association of our company or in any declaration or agreement relating to any other 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 association of our company or the nominee relating to the other securities to the extent indicated by the Exchange for purposes of amendment and we shall not raise any objection in relation to a direction by the Exchange for such amendment; and
(5)
That our company and/or the security may be delisted by the Exchange in the event of non-compliance and breach of this undertaking .
(Signature of Authorised Person) Common Seal of the Company
11
ANNEXURE “IV”
Dated:________________ The General Manager, Karachi Stock Exchange (Guarantee) Limited, Stock Exchange Building, Stock Exchange Road, KARACHI. UNDERTAKING We, M/s_______________________________________________________ have applied for Listing of our (Name of Debt Instrument) on your Exchange. In case our application is approved, we hereby undertake as under:(1)
That we will issue (Name of Debt Instrument) either in scripless form in the Central Depository System (CDS) or in the shape of physical scrip along with computerised transfer deeds on the basis of option exercised by the successful applicants within 30 days from the date of close of public subscription.
(2)
That (Name of Debt Instrument) in the physical scrip shall be despatched through the bankers to the issue whereas scripless (Name of Debt Instrument) shall be directly credited through book entry into the respective CDC accounts of the allottees maintained with Central Depository Company of Pakistan Limited (CDC).
(3)
That we will arrange to verify the signature on Transfer Deeds in Karachi at least for a period of 30 days after Official Listing of our Company.
(4)
That we will return the Transfer Deeds duly verified within 48 hours Lodged for verification of signatures.
(5)
That we will intimate the Exchange the dates of book closure for entitlement of profit by giving 21 days clear notice and shall inform the redemption amount along with the outstanding principal amount of TFCs on each redemption date as per the redemption schedule disclosed in the offering document.
MANAGING DIRECTOR/CHIEF EXECUTIVE
12
ANNEXURE “V”
The General Manager Karachi Stock Exchange (Guarantee) Limited (Secretariat Block) Stock Exchange Building Stock Exchange Road KARACHI. Dear Sir, Re: NO OBJECTION CERTIFICATE
We the undersigned have entered into an Underwriting Agreement with M/s._____________________________________on___________________________. The terms of which are as follows: i) ii) iii) iv)
Value of (Name of Debt Instrument) underwritten Underwriting Commission Take-up Commission The Underwriting Agreement is Valid Upto
Rs.___________Million ______________% ______________% ________________
We have no objection for offering the (Name of Debt Instruments) of the total value of Rs._________ million and publication of its Prospectus in the newspapers. We further confirm that we have not entered into any buy-back or repurchase agreement in respect of the (Name of Debt Instrument) underwritten with the sponsors or any other person under the said agreement. Yours truly,
_______________________________________________ Name and Designation of the person authorised to sign on behalf of Underwriter
13
THE KARACHI STOCK EXCHANGE (GUARANTEE) LIMITED Stock Exchange Building, Stock Exchange Road, Karachi-74000 Phones: 111-00-11-22, Fax (021) 241-0825,
Dated: December 18, 1997/May 8, 2000 October 3, 2000/November 8, 2001/June 23, 2004
CRITERIA/GUIDELINES FOR LISTING OF SHORT-TERM DEBT INSTRUMENTS BOTH FOR LISTED AND NON-LISTED COMPANIES ISSUED FOR A MAXIMUM PERIOD OF 365 DAYS In addition to the documents/information required for listing of Short-Term Debt Instruments by the listed companies, the following criteria/guidelines shall also be required to be complied with: 1.
There is no compulsory requirement of public offering for Short-Term Debt Instruments, where the instrument is issued for a maximum period of 365 days and its size is upto Rs. 100 million. The public offering where required shall be at least Rs. 200 million or 20% of the total issue size whichever is lower.
2.
Only those Short- Term Debt Instruments shall qualify for listing whose rating is not below the investment grade or it is unconditionally guaranteed with regard to both profit and principal by an “A’ rated financial institution.
3.
Issuance of Commercial Papers
In case of commercial papers, the size of debt instruments should be linked to fund based working capital requirements, in addition to the following: a)
No Compulsory Public Offer Requirement: There is no compulsory requirement of public offer in case the instrument is issued for a maximum period of 365 days or the size of the instrument is upto Rs. 100 million. The public offering where required shall be at least Rs. 200 million or 20% of the total issue size whichever is lower. The Commercial Papers will be listed on the Exchange after the issuer has complied with the relevant formalities.
b)
c)
Denomination and size of Commercial Papers: • •
Minimum size of CP Issue Maximum size of CP Issue
: :
•
Denomination of CP Issue
:
Rs. 50 million 75% of Issuer’s fund based working capital requirements Rs. 100,000 or multiplies
Period of CP: • • • •
Minimum Tenor : 90 days from the date of issue Maximum Tenor : 365 days from the date of issue No grace period for the repayment of CP. If maturity date falls on a bank holiday, the Issuer to make payment on the immediately preceding working day. 14
d)
4
The Issuers: The CP issuer shall be a company incorporated under the Companies Ordinance, 1984 which satisfies the following requirements and the credit rating report should not be more than 3 months old at the time of the issue.
Filing of simultaneous application for approval to SECP and Stock Exchanges
In order to curtail the time required for listing of debt instrument and to initiate the approval process expeditiously, the issuer will be required to apply for approval from both Securities & Exchange Commission of Pakistan and Stock Exchanges simultaneously. 5
Delivery & Settlement
The instrument will be traded on Spot basis. The price will be quoted in denomination of 100, irrespective of trading lot and face value in order to assist the investors in making quick comparison amongst various available debt instruments. 6
Prospectus to be approved without the name of the underwriters/private Placees
The prospectus may be approved without the names of underwriters/private placees and security trust deed & agreement for hypothecation. However, while requesting for allocation of dates for publication of prospectus/subscription, the issuer shall provide the names of the underwriters and placees with copies of relevant agreements/details as well as security trust deed & agreement for hypothecation.
7
Prospectus be published in an abridged form
The prospectus may be published in an abridged form with the announcement that the complete prospectus is available with bankers, the company and at the Stock Exchange(s).
15
Dated: December 18, 1997/May 8, 2000 October 3, 2000/November 8, 2001/June 23, 2004 DOCUMENTS/INFORMATION REQUIRED FOR LISTING OF SHORT-TERM DEBT INSTRUMENTS FOR THE LISTED COMPANIES ISSUED FOR A MAXIMUM PERIOD OF 365 DAYS The KSE will list the short-term debt instruments in the form of a short term finance certificate issued by the listed companies. There is no compulsory requirement of public offering where the debt instrument is issued for a maximum period of 365 days and its size is upto Rs. 100 million. The public offering where required shall be at least Rs. 200 million or 20% of the total issue size, whichever is lower. The company shall be required to furnish the following documents/information at the time of application for listing:
Documents/Details: 01.
Listing application under Section 9 of the Securities & Exchange Ordinance, 1969 (Annexure “I”).
02.
Application for submission of undertaking and payment of fee (Annexure”II”).
03.
An unconditional undertaking under Listing Regulation No. 5 on non-judicial stamp paper of Rs.20/- (Annexure “III”).
04.
An undertaking pertaining to issue of Debt Instrument, computerised transfer deeds, verification of signatures on transfer-deeds and intimation of book closure for entitlement of profits (“Annexure IV”). (In case of public offer)
05.
Copy of the feasibility report/information memorandum duly certified by a financial institution justifying the purpose of issue of debt instrument.
06.
Copy of underwriting agreement(s), (if applicable) along with No Objection Certificate(s) from the underwriter(s) and confirmation of non-execution of any buyback/repurchase agreement(s) with the sponsors and/or with any other person(s) (This will be applicable in case of public offering and where the Underwriting of the issue is arranged. However underwriting of the debt instrument is not compulsory). (“Annexure-V”).
07.
A copy of the Board Resolution for issue of Debt Instrument.
08.
Auditors’ Certificates of the issuing company under section 53(I) read with Clause 28(1) of Section 2 of Part-I of the second schedule to the Companies Ordinance, 1984 and the break-up value per ordinary shares on the basis of latest audited accounts along with its calculation.
09.
A copy of the security trust deed along with agreement for hypothecation and mortgage documents. 1
10.
A copy of the Credit Rating Report from an approved rating agency. The report must not be more than three months old from the date of completion of all the relevant documents/information for listing.
11.
Copies of the consent letters from Bankers to the Issue along with undertaking of the banks concerned, confirming that the subscription money shall be kept in a separate bank account, which shall not be released to the company without prior written approval of the Exchange and/or until the security is formally listed. (In case of public offering only).
12.
Copies of individual consents of all Directors, Chief Executive and Secretary of the Company for publishing their names as Directors, Chief Executive and Secretary in the Prospectus of the Company. (In case of public offering only)
13.
Name of institution for computer-balloting and letter of acceptance of the institution; (The institution where the arrangements for computer balloting are made shall be an independent entity and should not be associated with the company seeking listing). (In case of public offering only)
14.
Statement in lieu of prospectus supported by all the relevant details. In case the instrument is offered to the public by way of prospectus, the company shall be required to submit 50 copies each of the latest Audited Accounts and Draft Prospectus. (5 copies of the draft prospectus shall be submitted along with listing application and remaining copies shall be submitted after its finalisation).
15.
5 copies of the Memorandum and Articles of Association.
16.
Copies of the material contracts related to the debt instruments issue alog with an undertaking to provide and submit to the Exchange the copies of all the other or any of the material contracts, agreements sanction letters entered into or exchanged with any person, as and when so required by the Exchange.
17.
Copy of application submitted with CDC for the debt instrument to be the eligible security upon listing.
18.
Report of State Bank of Pakistan that the names of promoters/sponsors/controlling directors of the company are not in the Defaulter’s List of State Bank of Pakistan either in their individual capacity or in the capacity of Directors of other companies. (This will not apply to nominee Directors of the Government and Financial Institutions).
19.
Report of State Bank of Pakistan that the name of the company as well as the names of other companies in which directors of the company are holding directorship are not in the defaulter’s list of State Bank of Pakistan.
20.
Printed copy of debt instrument certificate duly canceled.
21.
Any other documents/material contract and such other particulars as may be required by the Exchange; 2
PAYMENT OF FEES (i)
Initial Listing fee The initial listing fee shall be charged at the rate of one twentieth of one percent of the total issue size, subject to a maximum of Rs.0.5 million.
(ii)
Annual Listing Fee: The annual listing fee shall be payable as per the Slabs of fee given here under: Size of Debt Instrument
Rate of Fee Per Annum
Upto Rs. 50 million ................................................Rs. 15,000 Above Rs. 50 million and upto Rs. 200 ...................................................Rs. 30,000 Above Rs. 200 million ............................................Rs. 35,000 (iii)
Brokerage Commission: The brokerage commission under the public offer shall be payable to the members of the Exchange at the rate of 0.25 percent of the value of debt instrument actually sold through them.
3
THE KARACHI STOCK EXCHANGE (GUARANTEE) LIMITED Stock Exchange Building, Stock Exchange Road, Karachi-74000 Phones: 111-00-11-22, Fax (021) 241-0825,
Dated: December 18, 1997/May 8, 2000 October 3, 2000/November 8, 2001/June 23, 2004 DOCUMENTS/INFORMATION REQUIRED FOR LISTING OF SHORT-TERM DEBT INSTRUMENTS OF NON-LISTED COMPANIES ISSUED FOR A MAXIMUM PERIOD OF 365 DAYS The KSE will list the short-term debt instruments in the form of a short-term finance certificate issued by the listed companies. There is no compulsory requirement of public offering where the debt instrument is issued for a maximum period of 365 days and its size is upto Rs. 100 million. The public offering where required shall be at least Rs. 200 million or 20% of the total issue size, whichever is lower. The company shall be required to furnish the following documents/information at the time of application for listing:
Documents/Details: 01.
Listing application under Section 9 of the Securities & Exchange Ordinance, 1969 (Annexure “I”).
02.
Application for submission of undertaking and payment of fee (Annexure “II”).
03.
An unconditional undertaking under Listing Regulation No. 5 on non-judicial stamp paper of Rs. 20/- (Annexure “III”).
04.
An undertaking pertaining to issue of Debt Instrument, computerised transfer deeds, verification of signatures on transfer- deeds and intimation of book closure for entitlement of profits (Annexure “IV”) (In case of public offer only).
05.
Copy of the Certificate of Incorporation.
06.
Copy of the conversion certificate from private to public company; if applicable
07.
Copy of the Certificate of Commencement of Business.
08.
Name of Directors along with directorship of other companies listed/non listed on the Exchange, (on Company’s letterhead).
09.
Statement showing the cost of project and means of finance, if applicable, (on company’s letterhead).
10.
Copies of the agreements relating to issue of share capital for consideration other than cash, if any.
4
11.
Copies of all material contracts and agreements, sanction letters entered into or exchanged with foreign participants, machinery suppliers and with any other financial institutions.
12.
Complete list of plant and machinery along with an affidavit on non-judicial stamp paper of Rs. 20/- signed by Chief Executive/Managing Director, with regard to its manufacturers/suppliers; whether it is new, old or reconditioned together with capacity and its utilization. The dates of trial and commercial production must also be confirmed.
13.
Copies of the title deeds of the land.
14.
Copy of letter from Chartered Accountant(s) consenting to act in their respective capacity under Section 57(5) of the Companies Ordinance, 1984.
15.
Copy of letter from Legal Advisor consenting to act in their respective capacity.
16.
50 copies of Memorandum & Articles of Association.
17.
50 copies each of the Statement of audited accounts for the last 5 years or for a shorter number of years if the company has been in operation only for such period. The last audited accounts shall not be more than 3 months old from the date of completion of all the relevant documents/information for listing.
18.
Statement in lieu of prospectus supported by all the relevant details. In case the instrument is offered to the public by way of prospectus, the company shall be required to submit 50 copies of Draft Prospectus. (5 copies of the draft prospectus shall be submitted with application for listing and the remaining copies shall be submitted after its finalisation).
19.
A brief history of the company since incorporation giving details of its activities including any re-organisation, changes in its capital structure and borrowings.
20.
Details of share department in respect of number of employees, their designation, experience, qualification and the timings of public dealing.
21.
A complete list of Shareholders/Subscribers, containing their names, addresses and shareholdings with its break-up i.e, the shares held by the sponsors/ promoters/ directors/associates/friends/relatives, associated company, foreign/local investors and financial institutions, etc.
22.
Copy of the feasibility report/information memorandum duly certified by a financial institution justifying the purpose of issue of debt instrument.
23.
A copy of the Board Resolution for issue of Debt Instrument.
24.
Auditors’ Certificates of the issuing company under section 53(I) read with Clause 28(1) of Section 2 of Part-I of the second schedule to the Companies Ordinance, 5
1984 and on the break up value per ordinary share on the basis of latest audited accounts along with its calculation. 25.
A copy of the security trust deed along with agreement for hypothecation and mortgage documents.
26.
A copy of the Credit Rating Report issued by an approved rating agency. The report must not be more than three months old from the date of completion of all the relevant documents/information for listing.
27.
Copy of underwriting agreement(s) along with No Objection Certificate(s) from the underwriter(s) and confirmation, of non-execution of any buy-back/repurchase agreement(s) with the sponsors and/or with any other person(s), if applicable (This will be applicable in case of public offering only and where the Underwriting of the issue is arranged. However underwriting of the debt instrument is not compulsory). (“Annexure-V”).
28.
Copies of the consent letters from Bankers to the Issue along with undertaking of the banks concerned, confirming that the subscription money shall be kept in a separate bank account, which shall not be released to the security until the company is formally listed. (In case of public offering only).
29.
Copies of individual consents of all Directors, Chief Executive and Secretary of the Company for publishing their names as Directors, Chief Executive and Secretary in the Prospectus of the Company. (In case of public offering only)
30.
Name of institution for computer-balloting and letter of acceptance of the institution; (The institution where the arrangements for computer balloting are made shall be an independent entity and should not be associated with the company seeking listing). (In case of public offering only).
31.
Copy of application submitted with CDC for the debt instrument to be the eligible security upon listing.
32.
Report of State Bank of Pakistan that the names of promoters/sponsors/controlling directors of the company are not in the Defaulter’s List of State Bank of Pakistan either in their individual capacity or in the capacity of Directors of other companies. (This will not apply to nominee Directors of the Government and Financial Institutions).
33.
Report of State Bank of Pakistan that the name of the company as well as the names of other companies in which directors of the company are holding directorship are not in the defaulter’s list of State Bank of Pakistan.
34.
Printed debt instrument certificate duly canceled along with profile of the printer.
35.
Any other documents/material contract and such other particulars as may be required by the Exchange. 6
PAYMENT OF FEES (i)
Initial Listing fee The initial listing fee shall be charged at the rate of one twentieth of one percent of the total issue size, subject to a maximum of Rs.0.5 million.
(ii)
Annual Listing Fee: The annual listing fee shall be payable as per the Slabs of fee given here under: Size of Debt Instrument
Rate of Fee Per Annum
Upto Rs. 50 million ................................................Rs. 15,000 Above Rs. 50 million and upto Rs. 200 ...................................................Rs. 30,000 Above Rs. 200 million ............................................Rs. 35,000 (iii)
Brokerage Commission: The brokerage commission under the public offer shall be payable to the members of the Exchange at the rate of 0.25 percent of the value of debt instrument actually sold through them.
7
ANNEXURE “I”
FORM—I
FORM OF APPLICATION UNDER SECTION 9 OF THE SECURITIES AND EXCHANGE ORDINANCE, 1969 FOR LISTING SECURITIES ON STOCK EXCHANGE
Dated:________________ The General Manager Karachi Stock Exchange (Guarantee) Limited Karachi. Dear Sir, 1.
We hereby apply for the listing of our (Name of Debt Instruments) of our company on your Stock Exchange.
2.
Necessary information and documents as required in the annexure to this form are furnished. Yours faithfully,
SIGNATURE & ADDRESS
c.c. to: Securities & Exchange Commission of Pakistan ISLAMABAD
ANNEXURE TO FORM-I The following particulars and documents shall be annexed to the Listing application , namely: 1.
Memorandum & Articles of Association and, in case of Participatory Redeemable Capital, a copy of the trust deed;
2.
Copies of prospectus issued by the Company in respect of any security already listed on the Stock Exchange;
3.
Copies of balance sheets and audited accounts for the last five completed years or for a shorter number of years if the company has been in existence only for such years;
4.
A brief history of the company since incorporation giving details of its activities including any re-organisation, changes in its capital structure and borrowings.
5.
A statement showing:8
6.
7.
(a)
dividends and cash bonuses paid during the last 10 years or such shorter period as the company may have been in existence;
(b)
dividends or interest in arrears, if any.
Certified copies of agreements or other documents relating to arrangements with or between: (a)
vendors and/or promoters
(b)
underwriters
(c)
brokers
Certified copies of agreements with :(a)
managing agents
(b)
selling agents
(c)
managing director and technical directors.
8.
A statement containing particulars, dates of and parties to all material contracts, agreements (including agreements for technical advice and collaboration), concessions and similar other documents except those entered into in the normal course of the company’s business or intended business together with a brief description of the terms of such agreements.
9.
Certified copies of the agreements with the NIT, ICP, PICIC, IDBP and any other financial institution.
10.
Names and addresses of the directors and persons holding ten per cent or more of any class of equity security as on the date of application together with the number of shares or debentures held by each.
11.
Particulars of security for which listing is sought.
12.
Additional information/documents that may be called by the Exchange.
9
ANNEXURE “II”
F O R M - II
FORM FOR SUBMISSION OF UNDERTAKING AND PAYMENT OF FEES
Dated:________________
The General Manager Karachi Stock Exchange (Guarantee) Limited Karachi. Dear Sir, Re: LISTING OF (NAME OF Debt Instrument) ON THE STOCK EXCHANGE
With reference to our Listing application under Section 9 of the Securities and Exchange Ordinance, 1969, we enclose herewith the following:(1)
An unconditional undertaking under the Common Seal of the company duly signed in accordance with the provisions contained in our Articles of Association.
(2)
A cheque of Rs._____________ towards Initial Listing Fee at the rate one twentieth of one per cent of the total value of (Name of Debt Instrument) of Rs.______________.
(3)
A cheque of Rs._____________ towards Annual Listing Fee.
Yours faithfully,
10
ANNEXURE ”III”
FORM OF UNCONDITIONAL UNDERTAKING UNDER LISTING REGULATION NO. 5 ON NON-JUDICIAL STAMP PAPER OF RS. 20/-
DATED:_________________ The Governing Board of Directors Karachi Stock Exchange (Guarantee) Limited KARACHI. UNDERTAKING We undertake, unconditionally, to abide by the Listing Regulations of the Karachi Stock Exchange (Guarantee) Limited which presently are, or hereinafter may be in force. We further undertake: (1)
That our (Name of Debt Instrument) shall be quoted on the Ready Quotation Board and/or the Futures Counter at the discretion of the Exchange;
(2)
That the Exchange shall not be bound by our request to remove the (Name of Debt Instrument) from the Ready Quotation Board and/or the Futures Counter;
(3)
That the Exchange shall have the right, at any time to suspend or remove the (Name of Debt Instrument) for any reason which the Exchange consider sufficient in public interest.
(4)
That such provisions in the articles of association of our company or in any declaration or agreement relating to any other 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 association of our company or the nominee relating to the other securities to the extent indicated by the Exchange for purposes of amendment and we shall not raise any objection in relation to a direction by the Exchange for such amendment; and
(5)
That our company and/or the security may be delisted by the Exchange in the event of non-compliance and breach of this undertaking .
(Signature of Authorised Person) Common Seal of the Company
11
ANNEXURE “IV”
Dated:________________ The General Manager, Karachi Stock Exchange (Guarantee) Limited, Stock Exchange Building, Stock Exchange Road, KARACHI. UNDERTAKING We, M/s_______________________________________________________ have applied for Listing of our (Name of Debt Instrument) on your Exchange. In case our application is approved, we hereby undertake as under:(1)
That we will issue (Name of Debt Instrument) either in scripless form in the Central Depository System (CDS) or in the shape of physical scrip along with computerised transfer deeds on the basis of option exercised by the successful applicants within 30 days from the date of close of public subscription.
(2)
That (Name of Debt Instrument) in the physical scrip shall be despatched through the bankers to the issue whereas scripless (Name of Debt Instrument) shall be directly credited through book entry into the respective CDC accounts of the allottees maintained with Central Depository Company of Pakistan Limited (CDC).
(3)
That we will arrange to verify the signature on Transfer Deeds in Karachi at least for a period of 30 days after Official Listing of our Company.
(4)
That we will return the Transfer Deeds duly verified within 48 hours Lodged for verification of signatures.
(5)
That we will intimate the Exchange the dates of book closure for entitlement of profit by giving 21 days clear notice and shall inform the redemption amount along with the outstanding principal amount of TFCs on each redemption date as per the redemption schedule disclosed in the offering document.
MANAGING DIRECTOR/CHIEF EXECUTIVE
12
ANNEXURE “V”
The General Manager Karachi Stock Exchange (Guarantee) Limited (Secretariat Block) Stock Exchange Building Stock Exchange Road KARACHI. Dear Sir, Re: NO OBJECTION CERTIFICATE
We the undersigned have entered into an Underwriting Agreement with M/s._____________________________________on___________________________. The terms of which are as follows: i) ii) iii) iv)
Value of (Name of Debt Instrument) underwritten Underwriting Commission Take-up Commission The Underwriting Agreement is Valid Upto
Rs.___________Million ______________% ______________% ________________
We have no objection for offering the (Name of Debt Instruments) of the total value of Rs._________ million and publication of its Prospectus in the newspapers. We further confirm that we have not entered into any buy-back or repurchase agreement in respect of the (Name of Debt Instrument) underwritten with the sponsors or any other person under the said agreement. Yours truly,
_______________________________________________ Name and Designation of the person authorised to sign on behalf of Underwriter
13
THE KARACHI STOCK EXCHANGE (GUARANTEE) LIMITED Stock Exchange Building, Stock Exchange Road, Karachi-74000 Phones: 111-00-11-22, Fax (021) 241-0825,
Dated: December 18, 1997/May 8, 2000 October 3, 2000/November 8, 2001/June 23, 2004
CRITERIA/GUIDELINES FOR LISTING OF SHORT-TERM DEBT INSTRUMENTS BOTH FOR LISTED AND NON-LISTED COMPANIES ISSUED FOR A MAXIMUM PERIOD OF 365 DAYS In addition to the documents/information required for listing of Short-Term Debt Instruments by the listed companies, the following criteria/guidelines shall also be required to be complied with: 1.
There is no compulsory requirement of public offering for Short-Term Debt Instruments, where the instrument is issued for a maximum period of 365 days and its size is upto Rs. 100 million. The public offering where required shall be at least Rs. 200 million or 20% of the total issue size whichever is lower.
2.
Only those Short- Term Debt Instruments shall qualify for listing whose rating is not below the investment grade or it is unconditionally guaranteed with regard to both profit and principal by an “A’ rated financial institution.
3.
Issuance of Commercial Papers
In case of commercial papers, the size of debt instruments should be linked to fund based working capital requirements, in addition to the following: a)
No Compulsory Public Offer Requirement: There is no compulsory requirement of public offer in case the instrument is issued for a maximum period of 365 days or the size of the instrument is upto Rs. 100 million. The public offering where required shall be at least Rs. 200 million or 20% of the total issue size whichever is lower. The Commercial Papers will be listed on the Exchange after the issuer has complied with the relevant formalities.
b)
c)
Denomination and size of Commercial Papers: • •
Minimum size of CP Issue Maximum size of CP Issue
: :
•
Denomination of CP Issue
:
Rs. 50 million 75% of Issuer’s fund based working capital requirements Rs. 100,000 or multiplies
Period of CP: • • • •
Minimum Tenor : 90 days from the date of issue Maximum Tenor : 365 days from the date of issue No grace period for the repayment of CP. If maturity date falls on a bank holiday, the Issuer to make payment on the immediately preceding working day. 14
d)
4
The Issuers: The CP issuer shall be a company incorporated under the Companies Ordinance, 1984 which satisfies the following requirements and the credit rating report should not be more than 3 months old at the time of the issue.
Filing of simultaneous application for approval to SECP and Stock Exchanges
In order to curtail the time required for listing of debt instrument and to initiate the approval process expeditiously, the issuer will be required to apply for approval from both Securities & Exchange Commission of Pakistan and Stock Exchanges simultaneously. 5
Delivery & Settlement
The instrument will be traded on Spot basis. The price will be quoted in denomination of 100, irrespective of trading lot and face value in order to assist the investors in making quick comparison amongst various available debt instruments. 6
Prospectus to be approved without the name of the underwriters/private Placees
The prospectus may be approved without the names of underwriters/private placees and security trust deed & agreement for hypothecation. However, while requesting for allocation of dates for publication of prospectus/subscription, the issuer shall provide the names of the underwriters and placees with copies of relevant agreements/details as well as security trust deed & agreement for hypothecation.
7
Prospectus be published in an abridged form
The prospectus may be published in an abridged form with the announcement that the complete prospectus is available with bankers, the company and at the Stock Exchange(s).
15
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