ADVOKS GLOBAL · KENYA
The Capital Markets (Securities) (Public Offers, Listing and Disclosures) Regulations
2. Interpretation
Edition: 2022-12-31 · In force
2. Interpretation
In these Regulations, unless the context otherwise requires—"Alternative Investment Market Segment" means a market segment for which securities of issuers that satisfy the eligibility requirements prescribed under regulation 7(1)(b) are listed;"days" means calendar days excluding Saturdays, Sundays and public holidays;"Directors Induction Program" means a training programme, approved by the Securities Exchange in consultation with the Authority, covering issues relating to directors responsibility in listed entities including corporate governance, regulatory compliance and accountability;"East African Partner State regulator" means the regulator in an East African Community member state charged with the supervision of the capital markets;"executive director" means a member of a board who also serves as a manager of a company;"Fixed Income Securities Market Segment" means a market segment for which fixed income securities of issuers that satisfy the eligibility requirements prescribed under regulation 7(1)(c) are listed, and include Government and corporate securities;"Growth Enterprise Market Segment" means a market segment where issues that satisfy the eligibility requirements prescribed under Regulation (7)(1)(c), are listed;"IAS" means International Accounting Standards;"independent director" means a member of a board of directors who—(a)does not have a material or pecuniary relationship with the company or related persons;(b)is compensated through sitting fees or allowances; and(c)does not own shares in the company:Provided that after nine years of continuous service he or she ceases to be an independent director and assumes the position of a non-executive director;"introduction" means the listing of securities that are listed on another securities exchange or that are publicly held other than as a result of an immediately preceding public offer;"issuer" in relation to any securities, means the person by whom securities have been issued or are to be issued and shall include a company or other legal entity that offers securities to the public or a section thereof in Kenya, whether or not such securities are subject of an application for admission or have been admitted to listing;"listing" means admission of a security to the official list of a securities exchange; and the terms "list" and "listed" shall be construed accordingly;"listing statement" means an information document prepared in connection with a listing on the Growth Enterprise Market Segment and does not constitute an information memorandum or prospectus unless specifically provided;"Main Investment Market Segment" means a market segment for which securities of issuers that satisfy the eligibility requirements prescribed under regulation 7(1)(a) are listed;"material information" means any information that may affect the price of an issuer's securities or influence investment decisions and includes information on—(a)a merger, acquisition or joint venture;(b)a block split or stock dividend;(c)earnings and dividends of an unusual nature;(d)the acquisition or loss of a significant contract;(e)a significant new product or discovery;(f)a change in control or significant change in management;(g)a call of securities for redemption;(h)the public or private sale of a significant amount of additional securities;(i)the purchase or sale of a significant asset;(j)a significant labour dispute;(k)a significant law suit against the issuer;(l)establishment of a programme to make purchases of the issuer's own shares;(m)a tender offer for another issuer's securities;(n)significant alteration of the memorandum and articles of association of the issuer; or(o)any other peculiar circumstances that may prevail with respect to the issuer or the relevant industry;"market segment" means a separate segment of the official list established by a securities exchange, with the approval of the Authority, with respect to listings of securities for which specific eligibility and disclosure requirements are prescribed;"Nominated Advisor" means a registered person appointed to undertake the responsibilities set out under regulation 10A;"non-executive director" means a member of a board of a company who can own shares in the company but—(a)is not part of the management team or affiliated with the company in any way; and(b)is not an employee of the company;"offer period" means a period not exceeding ten working days, or such longer period as the Authority may approve, during which an offer for subscription or sale of securities to the public remains open;"official list" means a list specifying all securities which have been admitted to listing on any of the market segments of a securities exchange;"regional fixed income securities" means fixed income securities issued under regulation 7(1)(d);"Registrar" has the meaning as assigned to it in section 2 of the Companies Act (Cap. 486);"related company" means a holding company, a subsidiary of another company or a subsidiary of the holding company of another company";"supplementary prospectus" means the prospectus referred to in regulation 13.