ADVOKS GLOBAL · KENYA
The Capital Markets (Public Offers, Listings and Disclosures) Regulations, 2023
37. Issuing of shelf prospectuses
Edition: 2023-12-15 · In force
37. Issuing of shelf prospectuses
(1)An issuer who satisfies the criteria set out in regulation 38 may submit to the Authority a shelf prospectus for approval which shall indicate a period not exceeding two years as the period of validity of such prospectus commencing on the date of opening of the first offer of securities under the prospectus and, in respect of a second or subsequent offer of such securities issued during the period of validity of the prospectus, no further prospectus shall be required.(2)An issuer who has submitted a shelf prospectus under subregulation (1) shall be required to publish a supplementary offering note containing all material changes in the business and financial position of the issuer occurring between the first offer of securities or the previous offer of securities and the succeeding offer of securities and such other changes as may be prescribed, within the prescribed time, prior to the issue of a second or subsequent offer of securities under the shelf prospectus:Provided that where an issuer or any other person has received an application for the allotment of securities and advance payments of subscription before the making of any such change, the issuer or that other person shall notify the changes to such an applicant and if the applicant notifies the issuer or that other person a desire to withdraw the application, the issuer or that other person shall refund the payments received as subscription within fifteen days after the notification.(3)Where a supplementary offering note is published, each time an offer of securities is made under this regulation, the supplementary offering note and the shelf prospectus shall be deemed to be the shelf prospectus.