NSE-Web-Prospectus-2014

2. THAT following the increase in authorised share capital,
each of the 850,000,000 ordinary shares of Kenya
Shillings One (Kshs. 1.00) in the capital of the Company,
both issued and unissued, be consolidated into
212,500,000 ordinary shares of Kenya Shillings Four
(Kshs. 4.00) each.
3.
(i) THAT subject to the approval of the Capital Markets
Authority, the Company ceases to be a private
company and forthwith be converted to a public
company and accordingly new Articles of Association
of the Company be adopted.
(ii) THAT subject to the approval of the Capital Markets
Authority and to the passing of the resolution in 3(i)
above, the Articles of Association attached to the
notice convening the Annual General Meeting be
approved and adopted as the new Articles of Association
of the Company in substitution for and to the exclusion
of all the existing Articles of Association of the Company.
(iii) THAT pursuant to the aforesaid conversion of the
Company from a private company to a public
company, the Company delivers to the Register of
Companies a Statement in Lieu of Prospectus at the
Companies Registry together with any other
document as required under the Companies Act
(Chapter 486 of the Laws of Kenya).
4. THAT pursuant to the Company’s Articles of Association
and subject to passing of the above resolutions and to
approval by the relevant authorities (where applicable),
the sum of Kenya Shillings Four Hundred Ninety Million
(Kshs. 490,000,000.00) being part of the sum standing
to the credit of the Company’s revenue reserve account
as at 31 December 2013, be capitalised and that the
same be applied in making payment in full at par for
122,500,000 ordinary shares of Kshs 4.00 each in the
capital of the Company. Such shares to be distributed as
fully paid among the persons registered as holders of the
ordinary shares in the capital of the Company at the
close of business on a day to be fixed by the Directors in
the proportion of twenty (20) shares of Kshs. 4.00 each
for every one (1) ordinary share then held in the
Company by such persons (fractions to be disregarded)
and the shares so distributed to rank pari passu with the
existing issued ordinary shares and that the Directors be
also authorized generally to do and effect all acts and
things required to give effect to this resolution and to
deal with fractions in such manner as they should think fit.
5. THAT subject to the passing of the resolutions above and
to approval by the relevant authorities (where applicable),
the Directors be authorized and directed that up to
2,500,000 ordinary shares of Kshs 4.00 each in the
capital of the Company be offered for subscription to
the persons who are employees of the Company at the
close of business on a day to be fixed by the Directors,
and at a premium, on such date and upon such terms
and conditions as the Directors shall think fit, and that
the Directors be and are hereby also authorized
generally to do and effect all acts and things required
to give effect to this resolution and to deal with
fractions in such manner as they should think fit and the
6.
Members agreed to waive their pre-emption rights in
respect of such offer of subscription and consequent
issue of shares to the Company’s employees.
(i) THAT subject to approval by the relevant authorities
including the Capital Markets Authority, up to
212,500,000 ordinary shares of Kshs 4.00 each in the
capital of the Company be approved for listing on the
Main Investment Market Segment of the Nairobi
Securities Exchange.
(ii) THAT subject to the passing of the resolutions above
and to the approval of the relevant authorities
including the Capital Markets Authority, the Directors
be authorized and directed that up to 81,375,000
ordinary shares of Kshs 4.00 each in the capital of the
Company, be offered for subscription to the public at
a premium, on such a date and upon such terms and
conditions as the Directors shall think fit (the “Offer”),
and that the Directors be, and are hereby further
authorized generally to do and effect all acts and
things required to give effect to this resolution
including allotting and issuing, crediting as fully paid
upon payment in full, the shares subscribed for
pursuant to the Offer, and to deal with fractions of
shares resultant from the Offer and subscription
thereof in such manner as they think fit subject to the
Articles of Association of the Company.
(iii) THAT as required by the Laws of Kenya in connection
with and pursuant to the Offer the Company do issue
an information memorandum and that the same be
filed with the Registrar of Companies at Nairobi
pursuant to the section 43 of the Companies Act and
the dating thereof be determined by the Directors.
(iv) THAT all other previous resolutions relating the listing
of the Company and which contradict the present
resolutions be hereby superseded and replaced to the
extent of such contradiction.
(v) THAT the Board of Directors be mandated to take all
actions, make all applications and obtain all consents,
approvals, authorizations and permissions required for
this purpose;
13.2 Change in the shareholders in the last two financial years
As at 31 December 2013, the 22 Trading Participants shareholders
each held 1,000,000 shares in the capital of the NSE while
the Cabinet Secretary, Treasury of Kenya and the Investor
Compensation Fund Board each held 1,250,000 shares in the
capital of the NSE making a total of 24,500,000 million issued and
fully paid shares of par value Kshs 1.00 each.
Following the consolidation of shares and the bonus shares issue
mentioned above, the 22 Trading Participant Shareholders now
hold 5,250,000 shares each in the capital of the NSE while the
Cabinet Secretary, Treasury of Kenya and the Investor
Compensation Fund Board each hold 6,562,500 shares in the
capital of the NSE making a total of 128,625,000 issued and fully
paid shares of par value Kshs 4.00 each.
The Cabinet Secretary, Treasury, the Investor Compensation
Fund Board and the Trading Participant shareholders are major
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