NSE-Web-Prospectus-2014

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Chief Executive’s Statementwhich individuals and companies can cushion themselvesagainst interest rate fluctuations, exchange rate volatility,and commodity price changes while boosting liquidity in theunderlying assets. We believe that a more liquid market willattract more capital, which can finance Kenya’s Vision 2030ambitions and support East African businesses.Going forward, NSE will need to balance the new ”for-profit”and “revenue diversification” motives of its shareholdersand the continuing demands of all other stakeholders. As theregional and domestic economies continue to expand, theNSE as the leading regional stock exchange can only grow.The financial performance of the bourse will be driven byincreases in the GDP growth rate, the market capitalizationto GDP ratio, as well as equity and bond turnover ratios.I look forward to welcoming you as a shareholder of the NSE.Dear Investor,On behalf of the management and staff of the NSE, I wouldlike to congratulate all our stakeholders on this Offer andSelf-Listing. I also extend a warm invitation to all investors totake advantage of this opportunity to become part ownersof the Exchange.Mr. Peter MwangiChief ExecutiveOver the years the company has grown and now has totalassets of Kshs 1.14 billion (USD 13.16 million). This includesthe value of its five-storey building at 55 Westlands Road,Nairobi the location of the new NSE headquarters, “TheEXchange”.The business generated a profit before taxation of Kshs379 million (USD 4.37 million) for the full year ending 31December 2013. The NSE declared a dividend of Kshs 49million for the full year ending 31 December 2013 whichwas double that for the previous year.We have high expectations for the year 2014 and beyond.We have already embarked on several initiatives that willsignificantly grow and develop the market over the next 12to 18 months. These are categorized as Equity Capital MarketInitiatives, Debt Capital Market Initiatives, New MarketInitiatives and Miscellaneous Initiatives and are detailed inSection 9 of this Prospectus under Future Outlook.12In particular, the NSE has invested in a state-of-the-art system,in partnership with technology and market specialists,to establish a world class derivatives exchange. This willfacilitate the trading of futures and options which are amongthe most cost-effective and convenient means through
Section 1Corporate Directory1.1 Country of Incorporation: The Nairobi Securities Exchange Limited is incorporated in Kenya under the Companies Act(Chapter 486 of the Laws of Kenya) as a public company limited by shares1.2 Date of Incorporation: 29 November 19901.3 Company number: CPU/2014/1449201.4 Registered/Head Office L.R. No 209/18851The EXchange, 55 Westlands RoadP O Box 43633 - 00100Nairobi, Kenya1.5 Share Capital The authorised share capital of NSE is Kshs 850,000,000/- divided into 212,500,000 ordinaryshares with a par value Kshs 4.00 each.The issued and fully paid up share capital of NSE is Kshs 514,500,000 divided into 128,625,000ordinary shares with a par value Kshs 4.00 each.The unissued share capital of NSE is Kshs 335,500,000 divided into 83,875,000 ordinary shareswith a par value of Kshs. 4.00 each.The recent alterations to the share capital of the NSE are set out in Section 13.1 and 13.2 below.1.6 Financial Calendar Year end of 31 December and therefore half year end of 30 June1.7 Website www.nse.co.ke1.8 PIN No P000606858H1.9 Shareholdersa) The shareholders of the NSE at the date of this Prospectus are set out in Table 1.1 below and include the Trading Participants,the Cabinet Secretary, Treasury of Kenya and the Investor Compensation Fund Board.b) Refer to Section 13.2 below on the changes in the shareholding in the NSE in the last two financial years.Table 1.1-ShareholdersNo Name No of Shares %1 ABC Capital Ltd 5,250,000 4.082 African Alliance Kenya Investment Bank Ltd 5,250,000 4.083 AIB Capital Ltd 5,250,000 4.084 Apex Africa Capital Ltd 5,250,000 4.085 SBG Securities Ltd 5,250,000 4.086 Discount Securities Ltd (under statutory management) 5,250,000 4.087 Dyer & Blair Investment Bank Ltd 5,250,000 4.088 Faida Investment Bank Ltd 5,250,000 4.089 Francis Drummond & Company Ltd 5,250,000 4.0810 Genghis Capital Ltd 5,250,000 4.0811 Kestrel Capital (East Africa) Ltd 5,250,000 4.0812 Kingdom Securities Ltd 5,250,000 4.0813 NIC Securities Ltd 5,250,000 4.0814 Ngenye Kariuki & Company Ltd 5,250,000 4.0815 Nyaga Stockbrokers Ltd (under statutory management) 5,250,000 4.0816 Old Mutual Securities Ltd 5,250,000 4.0817 Renaissance Capital (Kenya) Ltd 5,250,000 4.0818 Shah Munge & Partners Ltd 5,250,000 4.0819 Standard Investment Bank Ltd 5,250,000 4.0820 Sterling Capital Ltd 5,250,000 4.0821 Suntra Investments Ltd 5,250,000 4.0822 Francis Thuo & Partners Ltd 5,250,000 4.0823 Cabinet Secretary, Treasury of Kenya 6,562,500 5.1024 Investor Compensation Fund Board 6,562,500 5.10Totals (* - rounded) 128,625,000 100.00%*Source: NSE (figures have been rounded off)13
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AnnexuresAnnexure ANairobi Securiti
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