ADVOKS GLOBAL · KENYA
The Capital Markets (Public Offers, Listings and Disclosures) Regulations, 2023
19. Content of information memorandum
Edition: 2023-12-15 · In force
19. Content of information memorandum
(1)An information memorandum shall include the following information—(a)a reporting accountant’s report confirming that the issuer has complied with the financial disclosures prescribed under these Regulations with respect to the relevant market segment:Provided that the reporting accountant’s report shall be prepared by a different accountant from the one currently auditing the books of the issuer and it shall be sufficient for the reporting accountant’s report to be issued by a different accountant within the same firm of accountants; and(b)a legal opinion which shall include the following details—(i)the legal status of the issuer;(ii)whether all licences and consents required to carry on the business or proposed business of the issuer have been duly obtained;(iii)the validity of evidence of ownership of land, plant and equipment and other important and relevant assets of the issuer;(iv)any agreements or contracts regarding the proposed issue of securities including underwriting contracts or contracts with any securities exchange, registrar and trustees of bonds, debentures or other credit securities;(v)any material litigation, prosecution or other civil or criminal legal action in which the issuer or any directors of the issuer is involved;(vi)any contracts which have a material impact on the issuer’s business and the public offer and listing of the issuer’s securities;(vii)whether the existing capital of the issuer and any proposed changes thereto conforms with applicable laws and has received all necessary authorizations; and(viii)any other material information regarding the legal status of the issuer and the proposed issue.