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 Documents
The documents that will be used are as follows:
b) For purposes of Section 49 of the Companies Act, the
Directors shall not proceed with the allotment of the Offer
Shares if the applications to subscribe for at least 68.8% of
the Offer Shares with a value of Kshs. 431,300,000 million
are not received and fully paid for;
c) The amount which in the opinion of the Directors, must be
raised by the Offer in order to provide for the matters listed
in paragraph 4 of the Third Schedule to the Companies Act
is as noted in Section 13.27 below, the expenses of the Offer.
The Offer is not underwritten.
4.7 Free Float
All the Existing Shares held by the shareholders except for those
held by the Cabinet Secretary, Treasury of Kenya and the Investor
Compensation Fund Board can be considered more free float.
Table 4.1- Documents
Document
Application Form
CDS Form 1
CDS
Prospectus
Description
The Application Form enclosed within/
accompanying this Prospectus.
Standard form by the CDSC Limited to
be used to open a CDS Account in CDS
through authorized central depository
agents.
Securities Pledge Form (CDS 5 form)
Standard form by the CDS to be used for
utilizing loan facilities to subscribe for
Offer Shares.
By NSE this long form booklet that
contains legal, compliance and relevant
information to assist investors in the
making of informed decisions.
Regulation 8 of The Capital Markets (Demutualization of the Nairobi
Securities Exchange Limited) Regulations 2012, requires the Trading
Participant shareholders to reduce their cumulative shareholding in
the NSE to not more than 40% within three years.
4.8 Dividend Policy
The Board of Directors adopted its current dividend policy on 2
April, 2014 as follows:-
In considering the level of dividends, the Board will take account of
the outlook of current and future earnings growth, operating cash
flow generation, working capital requirements, capital expenditure
requirements, acquisitions and divestments, together with the
amount of debt, if any and any statutory or regulatory guidelines
that may impact on the Company’s ability to pay dividends.
The first priority of the Board will be to maintain sufficient
distributable reserves and liquidity to ensure that current and
projected operational needs and/or business growth are not limited
by the unavailability of funds and also that facilities are available
to cover all known contingencies. As such, recommendation of
dividend payment is not guaranteed and is subject to the above
factors, the performance of the Company and the discretion of the
Board.
The Board may from time to time propose a separate dividend
policy and may propose the issue of dividends from distributable
reserves.
Once recommended by the Board, declaration and payment of
dividends shall require shareholder approval.
Dividend payment will be made within reasonable time after the
approval by the annual general meeting in accordance with good
practice.
4.9 Offer Dates
The Offer opens on 24 July 2014 and closes on 12 August 2014.
The date of Self Listing and commencement of trading in the NSE
Shares of NSE is 9 September 2014. The dates may be changed
at the discretion of the Directors subject to the approval of the
CMA (where applicable) and published in the public media. For full
details on the timetable, refer to Section 2-Timetable above.
The above documents will be available from the Authorised Agents.
4.11 Application
4.11.1 A CDS Account is mandatory. To open a CDS Account
please contact an authorised CDS agent. For Kenyan
applicants a bank account in Kenya is mandatory.
4.11.2 Copies of this Prospectus, with the accompanying
Application Form, may be obtained from the Authorised
Agents referred to in Section 14 below.
4.11.3 Persons wishing to apply for the Offer Shares must
complete the Application Form in accordance with the
instructions contained in it and this Prospectus.
4.11.4 A completed Application Form must be physically
returned to an Authorised Agent.
4.11.5 Neither the NSE, nor any of the advisors nor any of
the Authorised Agents shall be under any liability whatsoever
should an Application Form not be received by the Closure
Date.
4.11.6 Joint applications may only be made by individuals
(not corporations) and must not be used to defeat the
allocation policy. For purposes of the minimum initial
allocation under the allocation policy, the NSE reserves the
right to consider each joint application as an application by
each 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 of
funds transferred shall not amount to the acceptance of
any application.
4.11.8 No alterations will be allowed.
4.11.9 Applications sent by facsimile or by any means other
than the methods stipulated in this Prospectus will not be
accepted.
4.11.10 Applications once given are irrevocable and may
not be withdrawn once submitted.
4.11.11 By signing an Application Form, each applicant:
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