NSE-Web-Prospectus-2014

2. THAT following the increase in authorised share capital,each of the 850,000,000 ordinary shares of KenyaShillings One (Kshs. 1.00) in the capital of the Company,both issued and unissued, be consolidated into212,500,000 ordinary shares of Kenya Shillings Four(Kshs. 4.00) each.3.(i) THAT subject to the approval of the Capital MarketsAuthority, the Company ceases to be a privatecompany and forthwith be converted to a publiccompany and accordingly new Articles of Associationof the Company be adopted.(ii) THAT subject to the approval of the Capital MarketsAuthority and to the passing of the resolution in 3(i)above, the Articles of Association attached to thenotice convening the Annual General Meeting beapproved and adopted as the new Articles of Associationof the Company in substitution for and to the exclusionof all the existing Articles of Association of the Company.(iii) THAT pursuant to the aforesaid conversion of theCompany from a private company to a publiccompany, the Company delivers to the Register ofCompanies a Statement in Lieu of Prospectus at theCompanies Registry together with any otherdocument as required under the Companies Act(Chapter 486 of the Laws of Kenya).4. THAT pursuant to the Company’s Articles of Associationand subject to passing of the above resolutions and toapproval by the relevant authorities (where applicable),the sum of Kenya Shillings Four Hundred Ninety Million(Kshs. 490,000,000.00) being part of the sum standingto the credit of the Company’s revenue reserve accountas at 31 December 2013, be capitalised and that thesame be applied in making payment in full at par for122,500,000 ordinary shares of Kshs 4.00 each in thecapital of the Company. Such shares to be distributed asfully paid among the persons registered as holders of theordinary shares in the capital of the Company at theclose of business on a day to be fixed by the Directors inthe proportion of twenty (20) shares of Kshs. 4.00 eachfor every one (1) ordinary share then held in theCompany by such persons (fractions to be disregarded)and the shares so distributed to rank pari passu with theexisting issued ordinary shares and that the Directors bealso authorized generally to do and effect all acts andthings required to give effect to this resolution and todeal with fractions in such manner as they should think fit.5. THAT subject to the passing of the resolutions above andto approval by the relevant authorities (where applicable),the Directors be authorized and directed that up to2,500,000 ordinary shares of Kshs 4.00 each in thecapital of the Company be offered for subscription tothe persons who are employees of the Company at theclose of business on a day to be fixed by the Directors,and at a premium, on such date and upon such termsand conditions as the Directors shall think fit, and thatthe Directors be and are hereby also authorizedgenerally to do and effect all acts and things requiredto give effect to this resolution and to deal withfractions in such manner as they should think fit and the6.Members agreed to waive their pre-emption rights inrespect of such offer of subscription and consequentissue of shares to the Company’s employees.(i) THAT subject to approval by the relevant authoritiesincluding the Capital Markets Authority, up to212,500,000 ordinary shares of Kshs 4.00 each in thecapital of the Company be approved for listing on theMain Investment Market Segment of the NairobiSecurities Exchange.(ii) THAT subject to the passing of the resolutions aboveand to the approval of the relevant authoritiesincluding the Capital Markets Authority, the Directorsbe authorized and directed that up to 81,375,000ordinary shares of Kshs 4.00 each in the capital of theCompany, be offered for subscription to the public ata premium, on such a date and upon such terms andconditions as the Directors shall think fit (the “Offer”),and that the Directors be, and are hereby furtherauthorized generally to do and effect all acts andthings required to give effect to this resolutionincluding allotting and issuing, crediting as fully paidupon payment in full, the shares subscribed forpursuant to the Offer, and to deal with fractions ofshares resultant from the Offer and subscriptionthereof in such manner as they think fit subject to theArticles of Association of the Company.(iii) THAT as required by the Laws of Kenya in connectionwith and pursuant to the Offer the Company do issuean information memorandum and that the same befiled with the Registrar of Companies at Nairobipursuant to the section 43 of the Companies Act andthe dating thereof be determined by the Directors.(iv) THAT all other previous resolutions relating the listingof the Company and which contradict the presentresolutions be hereby superseded and replaced to theextent of such contradiction.(v) THAT the Board of Directors be mandated to take allactions, make all applications and obtain all consents,approvals, authorizations and permissions required forthis purpose;13.2 Change in the shareholders in the last two financial yearsAs at 31 December 2013, the 22 Trading Participants shareholderseach held 1,000,000 shares in the capital of the NSE whilethe Cabinet Secretary, Treasury of Kenya and the InvestorCompensation Fund Board each held 1,250,000 shares in thecapital of the NSE making a total of 24,500,000 million issued andfully paid shares of par value Kshs 1.00 each.Following the consolidation of shares and the bonus shares issuementioned above, the 22 Trading Participant Shareholders nowhold 5,250,000 shares each in the capital of the NSE while theCabinet Secretary, Treasury of Kenya and the InvestorCompensation Fund Board each hold 6,562,500 shares in thecapital of the NSE making a total of 128,625,000 issued and fullypaid shares of par value Kshs 4.00 each.The Cabinet Secretary, Treasury, the Investor CompensationFund Board and the Trading Participant shareholders are major50