NSE-Web-Prospectus-2014

less than 1,000 applicants (excluding employees of the NSE)for a total subscription of Kshs. 431,300,000 million (i.e.)the minimum aggregate subscription;4.10 Offer DocumentsThe documents that will be used are as follows:b) For purposes of Section 49 of the Companies Act, theDirectors shall not proceed with the allotment of the OfferShares if the applications to subscribe for at least 68.8% ofthe Offer Shares with a value of Kshs. 431,300,000 millionare not received and fully paid for;c) The amount which in the opinion of the Directors, must beraised by the Offer in order to provide for the matters listedin paragraph 4 of the Third Schedule to the Companies Actis as noted in Section 13.27 below, the expenses of the Offer.The Offer is not underwritten.4.7 Free FloatAll the Existing Shares held by the shareholders except for thoseheld by the Cabinet Secretary, Treasury of Kenya and the InvestorCompensation Fund Board can be considered more free float.Table 4.1- DocumentsDocumentApplication FormCDS Form 1CDSProspectusDescriptionThe Application Form enclosed within/accompanying this Prospectus.Standard form by the CDSC Limited tobe used to open a CDS Account in CDSthrough authorized central depositoryagents.Securities Pledge Form (CDS 5 form)Standard form by the CDS to be used forutilizing loan facilities to subscribe forOffer Shares.By NSE this long form booklet thatcontains legal, compliance and relevantinformation to assist investors in themaking of informed decisions.Regulation 8 of The Capital Markets (Demutualization of the NairobiSecurities Exchange Limited) Regulations 2012, requires the TradingParticipant shareholders to reduce their cumulative shareholding inthe NSE to not more than 40% within three years.4.8 Dividend PolicyThe Board of Directors adopted its current dividend policy on 2April, 2014 as follows:-In considering the level of dividends, the Board will take account ofthe outlook of current and future earnings growth, operating cashflow generation, working capital requirements, capital expenditurerequirements, acquisitions and divestments, together with theamount of debt, if any and any statutory or regulatory guidelinesthat may impact on the Company’s ability to pay dividends.The first priority of the Board will be to maintain sufficientdistributable reserves and liquidity to ensure that current andprojected operational needs and/or business growth are not limitedby the unavailability of funds and also that facilities are availableto cover all known contingencies. As such, recommendation ofdividend payment is not guaranteed and is subject to the abovefactors, the performance of the Company and the discretion of theBoard.The Board may from time to time propose a separate dividendpolicy and may propose the issue of dividends from distributablereserves.Once recommended by the Board, declaration and payment ofdividends shall require shareholder approval.Dividend payment will be made within reasonable time after theapproval by the annual general meeting in accordance with goodpractice.4.9 Offer DatesThe Offer opens on 24 July 2014 and closes on 12 August 2014.The date of Self Listing and commencement of trading in the NSEShares of NSE is 9 September 2014. The dates may be changedat the discretion of the Directors subject to the approval of theCMA (where applicable) and published in the public media. For fulldetails on the timetable, refer to Section 2-Timetable above.The above documents will be available from the Authorised Agents.4.11 Application4.11.1 A CDS Account is mandatory. To open a CDS Accountplease contact an authorised CDS agent. For Kenyanapplicants a bank account in Kenya is mandatory.4.11.2 Copies of this Prospectus, with the accompanyingApplication Form, may be obtained from the AuthorisedAgents referred to in Section 14 below.4.11.3 Persons wishing to apply for the Offer Shares mustcomplete the Application Form in accordance with theinstructions contained in it and this Prospectus.4.11.4 A completed Application Form must be physicallyreturned to an Authorised Agent.4.11.5 Neither the NSE, nor any of the advisors nor any ofthe Authorised Agents shall be under any liability whatsoevershould an Application Form not be received by the ClosureDate.4.11.6 Joint applications may only be made by individuals(not corporations) and must not be used to defeat theallocation policy. For purposes of the minimum initialallocation under the allocation policy, the NSE reserves theright to consider each joint application as an application byeach joint applicant alone, namely two separate applications,jointly for the number of the Offer Shares applied for.4.11.7 Presentation of cheques for payment or receipt offunds transferred shall not amount to the acceptance ofany application.4.11.8 No alterations will be allowed.4.11.9 Applications sent by facsimile or by any means otherthan the methods stipulated in this Prospectus will not beaccepted.4.11.10 Applications once given are irrevocable and maynot be withdrawn once submitted.4.11.11 By signing an Application Form, each applicant:23