NSE-Web-Prospectus-2014

More documents

Recommendations

Info

share register of the Company or by cheque or warrant payable at such place of business as the Company shall specify in writing, sent through the post to the address of the Member or person entitled to it as shown in the share register of the Company or if two or more persons are registered as joint holders of the shares, to the registered address of the joint holder who is first named in the share register of the Company or in the case of two or more persons being entitled thereto in consequence of the death or bankruptcy of the holder, to any one of such persons at such address as the persons being entitled to receive payment may in writing direct. b) Every such cheque or warrant or funds transfer shall be made payable to or to the order of the person to whom it is sent or to such person who may be entitled to the same (as described in Article 151 (a) aforesaid). Payment of the cheque or warrant, if purporting to be endorsed or enfaced, by the addressee or as the case may be, confirmation of payment having been made by the transmitting entity to the addressee of a direct debit, bank transfer or other automated system of bank transfer or via a mobile money transfer system, shall in each case be a good discharge to the Company. Every such payment whether by cheque or warrant or electronic funds transfer or mobile money payments system shall be sent at the risk of the person entitled to the money represented by it. 151. No dividend shall bear interest against the Company. 152. Subject to Article 94, all dividends, interest or other sum payable and unclaimed for 12 months after having become payable may be invested or otherwise made use of by the Directors for the benefit of the Company until claimed and the Company shall not be constituted a trustee in respect thereof. Notices 162. Every notice or other document given by the Company shall be in writing. To the extent permissible by law, the Company may serve any notice to be given to its Members by: (a) publishing such notice in two daily newspapers with nationwide circulation; or (b) sending such notice through the post addressed to such Member at his postal address as appearing in the Register of Members or the Company’s other records; or (c) by electronic mail to such member at his email address as appearing in the Company’s records or as shall be notified by such Member to the Company from time to time.Provided that where the Company elects to send such notice to such Member at his email address, the Company shall ensure that such notice is also published in two daily newspapers with nationwide circulation. 167. For the purposes of enabling the Directors to determine whether or not any share is held by a Foreign Investor the Directors shall maintain a register of Local Investors pursuant to Section 4 (1) of The Capital Markets (Foreign Investors) Regulations 2002 which register shall be available for inspection by any person as if it were a part of the Register of Members. 168. For the purposes of enabling the Directors to determine whether or not any share is to be transferred to a Foreign Investor every share transfer shall contain a declaration as to whether or not the transferee shall be a Local Investor and the Directors may require such further evidence as they may properly require to establish that the transferee shall be Local Investor and in default the transferee may be deemed by the Directors to be a Foreign Investor. Share Option Scheme 169. The Company may by resolution create such share option or ownership plans, schemes or schemes for its employees, directors, former directors, current and former committee members, as it may determine, and may further empower its directors to implement and in particular to allocate and issue shares to such plans, schemes or arrangements and to implement such plans, schemes or arrangements. 13.9 Statutory Approvals/ Licences The Company has all the relevant approvals and business permits to operate as The Exchange. 13.10 Insurance Policies The Company has various insurance policies in force to cover the usual risks, valid until 31 December 2014. The aggregate annual premiums payable on these polices were Kshs. 6,740,930. 13.11 Property bought and disposed in the last five years By an agreement dated 12 July 2012 made between NSE and Tosica Limited of P.O. Box 1671-00600 Nairobi, the NSE acquired the property known as Land Reference No. 209/18851 (Original No. 209/2142) Nairobi, for Kshs. 360,000,000/-. The Grant in respect of Land Reference No. 209/18851 is dated 19 September 2012 and is registered as No. I.R. 138748. The tenure of the property is leasehold for 50 years from 1 September 2008 at an annual rent of Kshs 38,000/- . The user of the property is commercial, offices and residential. An independent valuation report by Tysons Limited dated 11 May 2012 indicates that the market value of Land Reference No. 209/18851 as at that date was Kshs. 365,000,000/-. The valuation increased to Kshs 385,000,000/- following a further report dated 20 December 2013 by Tysons Limited. Local Investors and Foreign Investors 166. In these Articles if not consistent with the subject or context the terms “Local Investor” and “Foreign Investor” shall have the same meaning as that defined in The Capital Markets (Foreign Investors) Regulations 2002 as from time to time amended. 56
Land Reference No. 209/18851 was purchased by the NSE subject to the existing tenancies and these are summarised below: Table 13.1-Leases No Tenant Area Let Term 1. Techmart East Africa Limited* Ground Floor Office Units 1,2,3 Five (5) years and six (6) months and First Floor office unit 1 from 1 November 2011. Licence for three (3) parking bays 2. Africa Practice East Africa Centre office (office number 2) First Floor Six (6) years from 1 February 2012 Limited License for 3 parking bays 3. ITwenty Seven Limited First Floor office unit 3 Six (6) years from 1 March 2011 License for 2 parking bays 4. PFL Kenya Limited Entire second floor- Six (6) years from 8 August 2011 License for 4 parking bays 5. Sidel Beverages Africa Unit 2 (right hand side) representing 50% of Six (6) years from 1 May 2011 Kenya Limited the office space on the 4th Floor License for 2 parking bays 6. Africa Practice East Africa Unit 1 (Left hand side) representing 50% of Six (6) years from 1 June 2011 Limited the office space on the 4th Floor License for 4 parking bays 7. Panda Development Company 50% of the Third floor Five (5) years and three (3) months Limited License for 4 parking bays from 1 January 2012 The execution, stamping and registration of the leases in respect of the above tenancies is ongoing. The purchase of Land Reference No. 209/18851 was partly financed and details of this borrowing are set out in Section 13.14 below. NSE has not disposed any immovable property in the last five years. * Tenant vacated the premises in July 2013 13.12 Material Contracts entered into within the last two years The Company has entered into the following material contracts namely: (a) Multi-Protocol Label Switching Wide Area Network Contract dated 26 January 2012 between NSE, Central Depository and Settlement Corporation Limited (CDSC) and MTN Business (MTN) to connect Trading Participants to the automated trading system,. Agreement is for a terms of 3 years. (b) Master Services Agreement dated 20 December 2010 between NSE and Chella Software Private Limited relating to the customisation, implementation, licensing and maintenance of certain broker back software. Agreement continues until terminated by either party. Either party may terminate the agreement by serving 30 days written notice where there is breach of the agreement. The NSE may also terminate for convenience upon giving 6 months’ written notice. (c) Licence Agreement dated 20 December 2010 between NSE and Chella Software Private Limited granting NSE a perpetual non-exclusive fee-bearing non-transferable, limited sub-licensable licence in certain broker back software. Agreement continues until terminated at the instance of the parties. Either party may terminate the agreement by serving 30 days’ written notice where there is breach of the agreement. The NSE may also terminate for convenience upon giving 6 months’ written notice. (d) Broker Back Office Agreements- between NSE and various Trading Participants for varying dates in the years 2010- 2012. These agreements continue unlimited until terminated by the parties. NSE may terminate if a broker does not pay the subscription fees within 60 days from the date of the invoice provided NSE gives 14 days’ notice prior to the expiry of the 60 days. NSE may also terminate if a broker’s licence is revoked by the CMA or if the broker is suspended from trading in listed securities. The brokers may terminate if NSE’s licence is revoked by the CMA. Either party may terminate for a breach of the contract not remedied by the other party after 14 days’ notice. The contract shall be terminated if Chella Software Private Limited terminates the software licence with NSE. The parties may also terminate through mutual written consent if there is a force majeure situation which persists for 15 days or more. (d) Software Licence Agreement between Securities & Trading (Pty) Limited and NSE relating to fixed income securities and REITS trading. The agreement is for a term of 5 years. Either party may terminate by giving 12 months termination notice for breach of contract. (e) Software Licence Agreement between Securities & Trading (Pty) Limited and NSE relating to derivatives and futures trading. The agreement is for an indefinite period. Either party may terminate by giving 12 months termination notice. 13.13 Other material agreements Save as disclosed in Section 13.12 above, the Company does not owe any royalties or other similar payment, nor is it dependent on any patent, licences or other agreements which would affect the profitability of the Company’s business. 57
Page 3 and 4:
NAIROBI SECURITIES EXCHANGE LIMITED
Page 5 and 6:
Our Vision “To be a leading secur
Page 7 and 8: Table of Contents Section Page Impo
Page 9 and 10: MIMS NSE Shares Offer Offer Period
Page 11 and 12: SBG Securities Limited CfC Stanbic
Page 13 and 14: Chairman’s Statement (USD 2.89 bi
Page 15 and 16: Section 1 Corporate Directory 1.1 C
Page 17 and 18: 1.15 Subsidiaries of the NSE Name &
Page 19 and 20: Section 2 Timetable The timetable f
Page 21 and 22: The dividend history is as follows:
Page 23 and 24: 3.3 Basis of Offer Price The Offer
Page 25 and 26: less than 1,000 applicants (excludi
Page 27 and 28: 4.13.5 All EFT and RTGS transfers m
Page 29 and 30: Regulation 3 (1) of the Foreign Inv
Page 31 and 32: Section 6 Development Of Capital Ma
Page 33 and 34: days after the sale of their shares
Page 35 and 36: 7.1.5 NSE 20 Share Index Performanc
Page 37 and 38: 8.2 Equities Profile The listed sha
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 11 Material Risks The futur
Page 47: Section 12 Legal Opinion 45
Page 52 and 53: 2. THAT following the increase in a
Page 54 and 55: (b) the approval of chief executive
Page 56 and 57: the members from among or to repres
Page 60 and 61: 13.14 Material Indebtedness The Com
Page 62 and 63: 13.27 Expenses of the Offer Table 1
Page 64 and 65: Annexures Annexure A Nairobi Securi
Page 69: Annexure A2 Nairobi Securities Exch
Page 103 and 104: 101
Page 105 and 106: 103
Page 107 and 108: 105
Page 109 and 110:
107
Page 111 and 112:
109
Page 113 and 114:
Serial No. Offer Opens: 9.00am, 24
Page 115 and 116:
Notes 113
Page 117 and 118:
Notes 115
show all

NSE-Web-Prospectus-2014

Create successful ePaper yourself

Delete template?

Save as template?