ADVOKS GLOBAL · KENYA
The Capital Markets (Securities) (Public Offers, Listing and Disclosures) Regulations
10A. Nominated Advisors
Edition: 2022-12-31 · In force
10A. Nominated Advisors
(1)An issuer seeking to be listed on the Growth Enterprise Market Segment shall appoint a Nominated Adviser by a written contract and shall ensure that it has a Nominated Advisor at all times.(2)The Securities Exchange shall suspend an issuer from trading if the issuer, at any time, ceases to have a duly appointed Nominated Advisor.(3)A Nominated Advisor shall—(a)advise and guide an issuer on the application of listing requirements of Growth Enterprise Market Segment;(b)manage the submission of the listing statement and all other documentation to the Securities Exchange and ensure its completeness and correctness before submission;(c)confirm to the Securities Exchange that—(i)the issuer complies with all the conditions for listing as set out in the listing requirements for the Growth Enterprise Market Segment;(ii)the information contained in the listing statement is accurate and complete in all material aspects;(iii)there are no other matters, the omission of which would make any statement in the listing statement false or misleading;(iv)statements of fact and opinion expressed by the directors in the listing statement have been arrived at after due and careful consideration on the part of the directors founded on fair and reasonable bases and assumptions; and(v)the directors of the applicant have made sufficient enquiries to enable them give the confirmations set out in the responsibility statement contained in the listing statement;(d)satisfy itself on the credentials of the reporting accountants, auditors, competent persons, valuers, providers of opinions and any other party responsible for a listing statement as required under paragraph A.02 of Part CC of the Third Schedule;(e)satisfy itself, prior to submitting any documentation which requires approval by the Securities Exchange, that to the best of its knowledge and belief, having made due and careful enquiry of the issuer and its advisers—(i)it is in compliance with the eligibility and disclosure requirements for listing on the Growth Enterprise Market Segment; and(ii)there are no material matters, other than those disclosed in writing to the Securities Exchange, which should be taken into account by the Securities Exchange in considering the application;(f)provide the Securities Exchange with any information or explanation known to it in such form and within such time as the Securities Exchange may reasonably require for the purposes of verifying whether the Nominated Advisor or the issuer have complied with the listing requirements;(g)advise the Securities Exchange immediately if it is aware or have reason to suspect that any of its clients have or may have breached the listing requirements;(h)submit all documents to the Securities Exchange and ensure that where such documents or any announcements are required, that they are in compliance with the continuous listing obligations;(i)take all reasonable steps to brief all new appointments to the board of directors of the issuer as to the nature of their responsibilities under the listing requirements, other applicable regulation and the general nature of their obligations in relation to shareholders and shall ensure that—(i)at least one third of the directors of the issuer have completed the Directors Induction Programme (DIP) prior to listing and the remainder complete the same within six months after the listing; and(ii)all new appointments to the board of directors of the issuer complete the DIP within six months of appointment;(j)review with the issuer, prior to publication, all periodic financial information announcements, and any other documentation to ensure that the directors of the issuer, after due and careful consideration, understand the importance of accurately disclosing all material information to shareholders and the market;(k)ensure that at least one of its authorised representatives attends all board audit committee meetings of the issuer in an advisory capacity to ensure that the issuer conducts its meetings in compliance with the listing requirements and any applicable regulations; and(l)carry out any activities relating to company for which it is the Nominated Advisor as may be requested by the Securities Exchange, from time to time.(4)A Nominated Adviser shall, in the discharge of its responsibilities under these Regulations, observe due care and skill and ensure, at all times, that its conduct or judgment does not impair the integrity and reputation of the Growth Enterprise Market Segment.