NSE-Web-Prospectus-2014

Section 13Statutory & General Information13.1 The Company13.1.1 IncorporationThe NSE was incorporated as a private company limited byshares with the name Nairobi Stock Exchange Limited on 29November 1990 under Company Number C. 44655.In 1994, the Capital Markets Legislation was amended toprovide that a securities exchange would be required to be acompany limited by guarantee or as may be prescribed by theCMA. Consequently, the NSE was re-registered as a companylimited by guarantee on 27 April 1995 and issued with a newnumber C. 64609.At an Extraordinary General Meeting of the NSE held on 6 July2011, the members of the NSE by way of a special resolutionresolved to change the name of the Company from NairobiStock Exchange Limited to Nairobi Securities ExchangeLimited. A Certificate of Change of Name was duly issued tothat effect by the Registrar of Companies on 5 August 2011.Following an amendment to the Capital Markets Legislationthat entered into force on 1 January 2011, a securitiesexchange would henceforth be required to be a companylimited by shares or as may be prescribed by the CMA.Consequently, the NSE was re-registered as a company limitedby shares on 21 September 2011 and issued with a newcompany number CPR/2011/56966.At an Annual General Meeting of the NSE held on 25 April2014 the shareholders of the NSE resolved by way of a specialmeeting to convert the NSE into a public company. The NSEwas subsequently issued with a new company numberCPU/2014/144920 by the Registrar of Companies.13.1.2 Authorised and Issued Share capitalNSE’s authorised share capital is Kshs 850,000,000/- dividedinto 212,500,000 ordinary shares with a par value Kshs 4.00each.The NSE’s issued and fully paid up share capital is Kshs514,500,000 divided into 128,625,000 ordinary shares with apar value Kshs 4.00 each.NSE’s unissued share capital is Kshs 335,500,000 divided into83,875,000 ordinary shares with a par value of Kshs. 4.00each.The NSE’s share capital is not divided into different classes ofshares and all of the NSE Shares carry the same voting rights.At every general meeting of the NSE, every shareholderpresent has one vote on a show of hands, and on a poll, everyshareholder present in person or by proxy has one vote foreach share of which he is the holder.Without prejudice to any special rights previously conferredon the holders of any existing shares or class of shares, anyshare in the NSE may be issued with such preferred, deferredor other special rights or such restrictions, whether in regardto dividend, voting, return of capital or otherwise as the NSEmay from time to time by ordinary resolution determine.In accordance with the NSE’s Articles of Association, the NSEShares are freely transferable without pre-emptive rights infavour of any person.13.1.3 Alterations to NSE’s authorised and issued sharecapital during the three preceding years13.1.3.1 Changes in share capital – years 2011 and 2012Following changes to the provisions of the Capital MarketsLegislation in January 2011 aforesaid, the NSE was reregisteredas a company limited by shares with an authorisedshare capital of Kshs. 25,000,000/- divided into 25,000,000ordinary shares of Kshs. 1/- on 21 September 2011.For purposes of the aforesaid re-registration of the NSE as acompany limited by shares in 2011, the members of theNSE resolved at an Extraordinary General Meeting on 6 July2011 that each of the Twenty One (21) members of theCompany at that time be allotted and issued with OneHundred (100) ordinary shares each of Kshs One (1/-) each.These allotments were made and a call made by theCompany on these shares. The calls were duly paid by themembers.At the said Extraordinary General Meeting of the NSE on 6July 2011, the members of the NSE also resolved to allotnot more than 2,000,000 fully paid ordinary shares in thecapital of the NSE to the Permanent Secretary, Treasury ofKenya and a similar number of fully paid ordinary shares inthe capital of the NSE to the Investor Compensation FundBoard. Pursuant to this resolution, the Board on 28 August2012 allotted and issued to the Permanent Secretary,Treasury of Kenya fully paid 1,250,000 ordinary shares at apar value of Kshs. 1/- each and a similar number of sharesto the Investor Compensation Fund Board.At a General Meeting of the NSE held on 15 March 2012,the NSE shareholders resolved to allot One Hundred (100)ordinary shares each of Kshs One (1/-) Francis Thuo & PartnersLimited as part of a settlement under which Francis Thuo &Partners Limited agreed to pay to the NSE the debt it owedto the NSE. The debt has now been fully paid.At the same General Meeting on 15 March 2012 , the NSEshareholders further resolved to capitalize the sum of Kshs.21,997,800/- out of the revenue reserves of the NSE, andthat such sum be distributed as 21,997,800 bonus shares tothe shareholders in the proportion of 9,999 new ordinaryshares of Kshs. 1 each for every one share held as at theclose of business on 30 March 2012. The said capitalisationwas done and the said bonus shares issued to the shareholders.13.1.3.2 Changes in share capital-year 2013-2014There were no changes in NSE’s share capital in the year2013.At an Annual General Meeting held on 25 April 2014, theNSE shareholders resolved:1. THAT subject to the approval of the Capital MarketsAuthority, the authorized share capital of the Companybe increased from Kshs. 25,000,000.00 divided into25,000,000 ordinary shares of Kshs 1.00 each to Kshs850,000,000.00 divided into 850,000,000 ordinaryshares of Kshs 1.00 by the creation of 825,000,000 newordinary shares of Kshs 1.00 each, such new shares torank pari passu in all respects with the existing shares inthe Company.49