ADVOKS GLOBAL · KENYA
The Capital Markets (Demutualization of the Nairobi Securities Exchange Limited) Regulations
4. Application for demutualization
Edition: 2022-12-31 · In force
4. Application for demutualization
(1)The Exchange shall make an application to the Authority for approval to operate as a demutualized entity.(2)An application under paragraph (1) shall be accompanied by the following documents and information—(a)a valuation report of the Exchange;(b)the proposed authorized and paid-up share capital of the demutualized exchange with the number of shares to be issued;(c)the names of members of the Exchange proposed to be the initial shareholders of the demutualized exchange and the number of shares to be allotted to each shareholder;(d)the number of shares to be allotted to and held directly or indirectly in the public interest by—(i)the Government at least five per cent; and(ii)Capital Markets Investor Compensation Fund at least five percent;(e)the proposed memorandum and articles of association of the demutualized exchange;(f)the names of the Transitional board of directors;(g)the proposed time within which the board of the demutualised Exchange shall be appointed;(h)the proposed names of directors of the demutualized exchange to be appointed at the first general meeting following the re-registration of the Exchange;(i)the proposed plan for the independent management of the commercial and regulatory functions of the demutualized exchange and timelines for implementation of necessary structures to ensure the functional separation of commercial and regulatory functions;(j)a detailed five year business development plan for the demutualized exchange together with the capital expenditure estimates and the sources of finance for the five year period;(k)the manner in which the rights and liabilities of the existing members of the Exchange shall be treated in the demutualization;(l)the procedure for the allocation of shares to the shareholders identified under subparagraphs (c) and (d);(m)a written declaration that demutualization shall not affect any rights and obligations of the Exchange or render defective any legal proceedings by or against the Exchange;(n)the proposed timelines for the completion of operational manuals to guide the self-regulatory functions of the demutualized exchange detailing the scope of regulatory functions to be performed by the demutualized exchange;(o)the proposed rules of the demutualized exchange; and(p)the last audited financial statements of the Exchange.(3)The Authority may, in writing, require the Exchange to provide any additional information which the Authority may require.