NSE-Web-Prospectus-2014

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Definitions & Abbreviations In this Prospectus and related documentation, unless otherwise stated, the following expressions shall have the following definitions and abbreviations: Application Form Application Money ASEA Authorised Agent Banker’s Cheque Board/ Directors/ Board of Directors Capital Markets Authority/ CMA Capital Markets Legislation CDS CDSC Limited/CDSC CEO Closure Date Companies Act Company/NSE EFT Existing Shares GOK Joint Lead Transaction Advisors Kshs Legal Advisor Lender - The application form incorporated in this Prospectus; - The amount paid in Kenya Shillings to the Authorised Agent or the Receiving Bank which is the Offer Price multiplied by each Offer Share in accordance with the relevant Application Form plus in the case of a CDS Account an additional Kshs 30.00 for CDSC; - African Securities Exchanges Association; - Trading Participants contracted by the NSE to facilitate the distribution of the Prospectus and Application Form and sell the Offer Shares; - Refers to the cheque drawn on the account of a licensed commercial bank in Kenya that is a member of the CBK Clearing House; - The Board of Directors of Nairobi Securities Exchange Limited; - The Capital Markets Authority in Kenya, a statutory body established under the Capital Markets Act; - The Capital Markets Act(Chapter 485A of the Laws of Kenya), and all subsidiary legislation enacted thereunder and any amendments or re-enactments thereto in force from time to time; - Central Depository System at the CDSC; - Central Depository & Settlement Corporation Limited, a provider of automated, clearing, delivery and settlement facilities in Kenya. - Chief Executive Officer; - 12 August 2014, the date the Offer closes for applications; - The Companies Act, Chapter 486 of the Laws of Kenya; - Nairobi Securities Exchange Limited (see Section 1-Corporate Directory for details); - Electronic Funds Transfer; - 128,625,000 ordinary shares of par value Kshs 4.00 each in the capital of NSE; - Government of the Republic of Kenya; - Standard Investment Bank Ltd, Dyer and Blair Investment Bank Ltd and Renaissance Capital (Kenya) Ltd, all or whom are licensed investment banks in Kenya; - Kenya Shillings, the lawful currency of the Republic of Kenya; - Hamilton Harrison & Mathews; - A licensed financial institution or commercial bank; 6
MIMS NSE Shares Offer Offer Period Offer Price Offer Shares - Main Investment Market Segment of The Exchange; - All the ordinary shares of Kshs 4.00/= each in the issued share capital of the NSE; - Offer for subscription by Nairobi Securities Exchange Limited of up to 66,000,000 ordinary shares of par value Kshs 4.00 each in the capital of the NSE at the Offer Price; - The period when the Offer opens at 9:00am on 24 July 2014 and closes at 4:00pm on Closure Date; - Kshs 9.50 per Offer Share; - Offer for subscription by Nairobi Securities Exchange Limited of up to 66,000,000 ordinary shares of par value Kshs 4.00 each in the capital of the NSE at an Offer Price of Kshs 9.50 per share; Prospectus/Information - This prospectus together with its Annexures and the attached Application Form; Memorandum Refund Date Registrar & Receiving Agent Reporting Accountant Rights to Trade RTGS Self-Listing/Listing Self-Listing Date The Exchange Trading Participant USD - 4 September 2014, if applicable, the date the NSE will issue refunds; - CDSC Registrars Limited; - Deloitte & Touche, Certified Public Accountants; - The rights of access to and the use of trading related facilities provided and maintained by a securities exchange which a securities exchange may grant a licensee of the CMA, subject to the rules of the securities exchange on admission of trading participants; - Real Time Gross Settlement; - Admission of the NSE Shares to the official list of The Exchange; - 9 September 2014, the date the NSE Shares list on The Exchange and commence trading; - The securities exchange owned and operated by the NSE and duly approved by the Capital Markets Authority ; - A licensee of the CMA with Rights to Trade at the Nairobi Securities Exchange; - United States Dollar; the lawful currency of the United States of America; Except where the context otherwise requires: (i) words denoting the singular include the plural and vice versa; (ii) words denoting any one gender include all genders; (iii) words denoting persons include firms and corporations and vice versa and (iv) capitalized terms used in the accompanying forms will be construed and interpreted in accordance with this Prospectus. 7
Page 3 and 4: NAIROBI SECURITIES EXCHANGE LIMITED
Page 5 and 6: Our Vision “To be a leading secur
Page 7: Table of Contents Section Page Impo
Page 11 and 12: SBG Securities Limited CfC Stanbic
Page 13 and 14: Chairman’s Statement (USD 2.89 bi
Page 15 and 16: Section 1 Corporate Directory 1.1 C
Page 17 and 18: 1.15 Subsidiaries of the NSE Name &
Page 19 and 20: Section 2 Timetable The timetable f
Page 21 and 22: The dividend history is as follows:
Page 23 and 24: 3.3 Basis of Offer Price The Offer
Page 25 and 26: less than 1,000 applicants (excludi
Page 27 and 28: 4.13.5 All EFT and RTGS transfers m
Page 29 and 30: Regulation 3 (1) of the Foreign Inv
Page 31 and 32: Section 6 Development Of Capital Ma
Page 33 and 34: days after the sale of their shares
Page 35 and 36: 7.1.5 NSE 20 Share Index Performanc
Page 37 and 38: 8.2 Equities Profile The listed sha
Page 39 and 40: Bachelor’s degree in Mathematics
Page 41 and 42: IT departments. Jane has also worke
Page 43 and 44: youthful investors in the use of th
Page 45 and 46: Section 11 Material Risks The futur
Page 47: Section 12 Legal Opinion 45
Page 52 and 53: 2. THAT following the increase in a
Page 54 and 55: (b) the approval of chief executive
Page 56 and 57: the members from among or to repres
Page 58 and 59:
share register of the Company or by
Page 60 and 61:
13.14 Material Indebtedness The Com
Page 62 and 63:
13.27 Expenses of the Offer Table 1
Page 64 and 65:
Annexures Annexure A Nairobi Securi
Page 69:
Annexure A2 Nairobi Securities Exch
Page 103 and 104:
101
Page 105 and 106:
103
Page 107 and 108:
105
Page 109 and 110:
107
Page 111 and 112:
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Page 113 and 114:
Serial No. Offer Opens: 9.00am, 24
Page 115 and 116:
Notes 113
Page 117 and 118:
Notes 115
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NSE-Web-Prospectus-2014

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