NSE-Web-Prospectus-2014

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a) agrees that having had the opportunity to read thisProspectus, he shall be deemed to have had notice of allinformation and representations concerning the NSEcontained herein;b) confirms that in making such application he is not relyingon any information or representation in relation to theNSE other than that contained in this Prospectus andaccordingly agrees that no person responsible solely orjointly for this Prospectus or any part thereof shall haveany liability for any other information or representation;c) accepts to receive any communication from the NSE,including notices for meetings, through electronic meansincluding but not limited to email or placement of suchnotices on NSE’s website, as well as notification throughthe mass media;d) represents and warrants that, except in cases where theapplicant is licensed to apply for and hold shares forother persons, the applicant applies for the Offer Shareson his own account, will be the beneficial owner of theOffer Shares, has not represented himself as a differentperson in any other application nor applied for the OfferShares under a different name, and is not applying for theOffer Shares on the instructions of or on behalf of anyother person and has not instructed any other person toapply for the Offer Shares as his nominee;e) being an applicant who is authorised to apply for theOffer Shares on behalf of other persons, represents andwarrants that he is not making multiple applications forhimself or any other person, is not applying as nomineeof any person whom he knows to have applied under anyother name or through any other nominee or person orfor any beneficial owner more than once;f) acknowledges that the NSE reserves the right to rejectany Application found to be in contravention ofsubparagraphs 4.11.11 (b), (d) and (e) above.4.11.12 By signing an Application Form, an applicantagrees to the allotment and issue of such number of OfferShares (not exceeding the number applied for) as shall beallotted and issued to the applicant under the terms andconditions of the Prospectus and subject to the NSE’sMemorandum and Articles of Association, and agrees thatthe NSE may enter the applicant’s name in the register ofmembers of the NSE as holder of such Offer Shares.4.12 Acceptance4.12.1 Acceptance of the Offer, once given is irrevocable.4.12.2 Acceptance of the Offer may only be communicatedby submitting a duly completed Application Form, togetherwith Application Money for the number of Offer Sharesspecified in the Application Form under the terms set out inthis Prospectus.4.12.3 The Application Form must be correctly executed soas to be binding, while the Application Money must becleared funds.4.12.4 The Application Form, once duly completed andexecuted, must be returned to any Authorised Agent,together with the Application Money for the number ofOffer Shares.4.12.5 The Application Form and Application Money shouldbe received by the Authorised Agent or the Receiving Agentby 4.00 p.m. on Closure Date. Refer to Application Paymentbelow, for details on how to make payment.4.12.6 If the Application Form is not completed correctly,the NSE may in its sole and absolute discretion reject it ortreat it as valid, and the NSE’s decision as to whether toaccept or reject, or how to construe, amend or complete anApplication Form shall be final.4.12.7 Application Forms may be rejected as per RejectionPolicy below.4.12.8 Acceptance is subject to regulatory restrictions andobligations under Regulatory Restrictions below.4.12.9 Over-subscription will require refunds to be processedfor applicants.4.13 Application Payment4.13.1 All payments to the Receiving Bank must be made inKenya Shillings.4.13.2 For amounts above Kshs 1 million, payment may onlybe made by EFT or RTGS.Payment for the Offer Shares, may be made directly to theReceiving Bank via Banker’s Cheque, EFT or RTGS.Subject to the authorisation by the Authorised Agent,payment for the Offer Shares, may also be made directly tothe Authorised Agent via brokerage account internaltransfer, cash (where applicable), Banker’s Cheque, EFT,RTGS, credit card (where applicable), mobile money(where applicable) or by personal cheque.All Banker’s Cheque payments to the Receiving Bank shouldbe drawn in favor of ‘NSE IPO-Form No. XXXXXX’ and becrossed “A/C Payee Only”. The form number refers to theApplication Form and must be inserted to reduce complicationsin reconciliation. Where there is non-compliance withthese instructions, the application will be rejected. EachBanker’s Cheque received by the Receiving Bank will bedeposited immediately for collection.4.13.3 For any amount payable by an Authorised Agent tothe Receiving Bank, payment for the Offer Shares, forsingle or multiple Application Forms, can be made viacheque drawn on the Authorised Agent or via EFT or RTGS.4.13.4 The main bank account at the Receiving Bank is:Account Name NSE IPO A/CBankThe Co-operative Bank of Kenya LtdBranchWestlandsAccount No 01141154262700SWIFTKCOOKENAEach Authorised Agent has a unique designated bankaccount with the Receiving Bank and no other commercialbank. Authorised Agents will be issued with sub-accountsfor ease of reconciliation purposes. The bank accountinformation will include the SWIFT Code above All theaccount numbers commence with 011411542627XX.24
4.13.5 All EFT and RTGS transfers must include the name ofthe investor and the Application Form number for immediatereference. This will reduce complications in reconciliation.Where there is non-compliance with these instructions, theapplication will be rejected.4.13.6 Payment may be made via a loan from a Lender. Forthis refer to Loan Facilities below.4.13.7 Any fees payable in securing a Banker’s Cheque, EFTor RTGS or other form of payment, will be borne by theinvestor and not the NSE.4.13.8 Any payments made to the Receiving Bank inaccordance with the above, will upon receipt by theReceiving Bank of the relevant amount in cleared funds,constitute acceptance of the Offer under the terms andconditions set out in this Prospectus and in the Application Form.4.13.9 Each Application Form will be charged Kshs 30.00 inaccordance with the Central Depositories (Regulation ofCentral Depositories) (Amendment) Rules, 2008, providedthat only one payment is made in the case of multiple formsfor the same CDS Account. This fee is therefore to be paid bythe investor. Where payments are being made to theAuthorised Agent, the Authorised Agent in turn will pass thefee over to the CDSC Limited on behalf of NSE on or beforethe commencement of trading of the NSE Shares.4.13.10 No interest will be payable by the NSE on anyApplication Money received for the Offer to any investor orAuthorised Agent. Interest earned on the Application Money ispayable to the Investor Compensation Fund Board, inaccordance with the Capital Markets Legislation.4.14 Regulatory RestrictionsThe NSE is subject to the provisions of the Capital MarketsLegislation. Selected provisions include:(a) Main Investment Market Segment – Eligibility Requirement(extract) - ‘Following the public share offering at least 25%of the shares must be held by not less than 1000 shareholdersexcluding employees of the issuer’.(b) The Capital Markets (Take-Overs and Mergers) Regulations,2002, oblige the observance of certain procedures if anyperson takes up Offer Shares which would result in thatperson “acquiring effective control” of a listed company.(c) At least 40% of the Offer Shares will be reserved forallocation to Local Investors in accordance with the CapitalMarkets (Securities) (Public Offers, Listing and Disclosure)Regulations, 2002. If at least 40% of the Offer Shares are notsubscribed for in full by Local Investors, the Company maywith the prior written approval of the CMA, allot theremaining Offer shares to Foreign Investors.(d) In the case of a company newly listed on any securitiesexchange approved under the Capital Markets Legislationwith at least 30% of its issued share capital listed, theincome tax payable by the company shall be at the rate of25% for the period of three years commencingimmediately after the year of income following the dateof such listing.Prospective investors are required to seek their ownindependent professional advice in connection withthese matters. The Board will take the said provisionsinto account and any other when determining theallocation of any Offer Shares.4.15 Rejection PolicyAn Application Form will be rejected for the following reasons:4.15.1 Incomplete, inconsistent or inaccurate vis-a-vis theinstructions provided in the Prospectus and Application Form;4.15.2 No signature as required;4.15.3 Insufficient Application Money received by AuthorisedAgent or Receiving Bank;4.15.4 Multiple Authorised Agent stamps on the ApplicationForm;4.15.5 Triggered Regulatory Restrictions above and therelevant regulatory approvals were not obtained beforeClosure Date;4.15.6 Application Money was correctly received but theApplication Form is incorrect or missing.The NSE reserves the right to reject any Application Form.The NSE and its transaction advisors shall be under noliability whatsoever, should any Application Form be rejectedas per the Rejection Policy under this Section 4.15.4.16 Allocation Policy4.16.1 The allocation policy has been designed to comply withthe requirements of the Capital Markets Legislation with regardto the share ownership structure of the NSE to ensure that atleast 25% of the Shares are held by not less than 1,000shareholders, and that at least 40% of the Offer Shares arereserved for local investors.4.16.2 All valid applications will be allocated in full as perthe number of Offer Shares applied for by such applicants inthe event of exact or under-subscription.4.16.3 In the event that the total number of Offer Sharesapplied for by Applicants in a particular pool is below thetotal number of Offer Shares reserved for that pool, thefollowing will apply:a) All valid Applications received will be allocated in full asper the number of Offer Shares applied for taking intoaccount the minimum number of Offer Shares that maybe applied for in each pool; andb) The balance of Offer Shares reserved for that pool will beavailable for allocation in the other pool which isoversubscribed, and such excess Offer Shares will beaggregated and the pool of excess Offer Shares availablewill be allocated pro-rata to the excess Offer Sharesapplied for in the other pool.4.16.4 In the event of over-subscription: applicants will beallocated the minimum number of shares applied for i.e. 500Offer Shares in the first instance and thereafter in multiplesof 100 Offer Shares on a pro rata basis, rounded down tothe nearest 100 Offer Shares, until all Offer Shares are fullyexhausted.25
Page 3: NAIROBI SECURITIES EXCHANGE LIMITED
Page 9 and 10: MIMSNSE SharesOfferOffer PeriodOffe
Page 11 and 12: SBG Securities LimitedCfC Stanbic C
Page 13 and 14: Chairman’s Statement(USD 2.89 bil
Page 15 and 16: Section 1Corporate Directory1.1 Cou
Page 17 and 18: 1.15 Subsidiaries of the NSEName &
Page 19 and 20: Section 2TimetableThe timetable for
Page 21 and 22: The dividend history is as follows:
Page 23: 3.3 Basis of Offer PriceThe Offer P
Page 28 and 29: 4.16.5 In the event that the result
Page 31 and 32: Section 6Development Of Capital Mar
Page 35 and 36: 7.1.5 NSE 20 Share Index Performanc
Page 37 and 38: 8.2 Equities ProfileThe listed shar
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 11Material RisksThe future
Page 47: Section 12Legal Opinion45
Page 52: 2. THAT following the increase in a
Page 55 and 56: provided by Section 132 of the Act.
Page 57 and 58: under Article 116 hereof, may by an
Page 59 and 60: Land Reference No. 209/18851 was pu
Page 62 and 63: 13.27 Expenses of the OfferTable 13
Page 64 and 65: AnnexuresAnnexure ANairobi Securiti
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Serial No.Offer Opens: 9.00am, 24 J
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NSE-Web-Prospectus-2014

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