IV. PROSPECTUS, ALLOTMENT, ISSUE & TRANSFER OF SHARES

Posted on June 21, 2008

1. No Company will apply for listing or be listed unless it is registered under the Ordinance as a public limited company or has been setup under a statute and its minimum paid-up capital is Rs. 20 million.
2. Companies registered in Northern areas and Azad Jammu & Kashmir will be eligible for listing and will be treated at par with companies registered in Pakistan.
3. Despite receiving the application for listing and any preliminary actions thereon, no company shall be listed unless it has made a public issue which is subscribed by not less than 250 applications.
4. The requirements of Sub section (1) or (3) shall not apply to listing of securities other than shares of companies unless any law so requires or the Federal Government, in  exercise of its power under the Securities & Exchange Ordinance so directs.
5. The Company may make a public offer of securities to be eligible securities in the CDS.

1. The Prospectus or the offer for sale shall be submitted to and cleared by the Exchange before an application for its approval is made to the Commission. The Exchange may require additional information, data, certification or requirement to be included in the prospectus or the offer for sale. If any applicant fails to comply with such requirements, the Exchange may refuse to issue clearance under these Regulations.
2. The Prospectus or the offer for sale shall conform to and in accordance with the requirements and provisions of the Ordinance and/or the Securities and Exchange Ordinance and any other law or legal requirements for the time being applicable. The application made to the Commission shall, amongst other things, be accompanied by the clearance given by the Exchange under Sub-regulation (1).
3. Without prejudice to the foregoing, the prospectus or the offer for sale shall fulfill all requirements of the law and instructions of the Commission as well as the criteria for listing and the guidelines laid down by the Exchange from time to time, not being inconsistent with law or instructions of the Commission.

 

1. The share certificates shall be issued in such marketable lots or in any other manner as may be determined or approved by the Exchange.
2. The application money shall be refunded, within such time as is prescribed in Regulation 9(4), if the company is not listed on the Exchange for any reason whatsoever or the listing is refused.

1. The prospectus or offer for sale with the proforma application form shall be published by the company in one Newspaper each at Karachi, Lahore and Rawalpindi/Islamabad, or as the Exchange may in addition require, at least 7(seven) days in advance but not more than 30(thirty) days before the due date of the opening of the subscription list.
2. The issue shall be made available to the Exchange and to the bankers to the issue for distribution of printed copies of prospectus or offer for sale and application forms in the quantity to be determined by the Exchange and the Bankers. The company shall also accept application on identical forms.
3. Applications for shares shall be accepted only through bankers to the issue, whose names shall be included in the prospectus or the offer for sale.
4. The directors or the offerers, as the case may be, shall not participate in subscription of shares offered to the general public.

1. The company shall inform the Exchange of the subscription received, which information shall be communicated in writing under the hand of an authorized person with certificate(s) from Bankers to the issue, within three working days of the closing of subscription.
2. The company shall take a decision within 10 days of the closure of subscription list as to what applications have been accepted and are successful.
3. The company shall refund the application money in case of un-accepted or unsuccessful applications within 10 days of the date of such decision.
4. In case the application for listing is refused by the Exchange, for any or whatsoever reasons, the company shall forthwith pay without surcharge all money received from applicants in pursuance of the prospectus or the offer for sale, and if any such money is not repaid within 10 days after the company becomes liable to repay it, the directors of the company shall be, jointly & severally, liable to repay that money with surcharge at the rate of one and half percent for every month or part thereof from the expiration of the fifteenth day.
5. In case of over‑subscription, the company, or the offerers, as the case may be, shall immediately submit to the Exchange, copies of the ballot register of successful applications.
6. The company shall dispatch all shares certificates, in marketable lots, within 30 days of the closing of subscription list to all the successful applicants under intimation to the Exchange.

   Provided that where the security has been declared to be an eligible security, Share Certificates shall be issued by the company or deposited directly into the CDS in such manner as may be prescribed by the CDC.

7. Any company which makes a default in complying with the requirements of these Regulations, or any of its sub‑regulation, shall pay to the Exchange a penalty of Rs. 500 (Rupees five hundred only) for every day during which the default continues. The Exchange may also notify the fact of such default and the name of defaulting company by the notice and also by publication in the Ready Board Quotations of the Exchange.
8. Any action under these Regulations shall be without prejudice to the action or steps taken by any other person or authority.

 

1. The company or the offerers shall, within 30 days of closing of subscription list, pay brokerage to the members of the Exchange at the minimum rate of one percent of the value of the shares actually sold through them.

1. The Company shall split allotment letters and letters of right into marketable lots within seven days of receipt of such application.
2. The company shall consolidate or split, as may be required by a holder in writing, share certificates into marketable lots within 45 days of receipt of such application. The company may charge an amount, which shall not exceed Rs.10/‑(ten) for each share certificate, except in the case of those issued or to be issued in market lots.

   Provided that requirement of sub-regulations (1) & (2) shall not apply where the security has been declared an eligible security and held in the name of CDC. In such cases, the procedure as prescribed by the CDC shall be complied with.

1. The company shall verify the signature of shareholders within 48 hours of such request.
2. The company shall complete shares transfer and have ready for delivery the share certificates lodged for registration of transfer within 45 days of the application for such transfer and its registration.

   Provided that this regulation shall not apply in case of eligible securities deposited into the CDS. In such cases, the procedure as prescribed by the CDC shall be complied with.

1. The company shall give a minimum of 21 days notice to the Exchange prior to closure of Share Transfer Books for any purpose.

   Provided that companies quoted on Cleared List shall give two months notice for closure of Share Transfer Register subject to prior approval of dates by the Exchange.

2. The company shall treat the date of posting as the date of lodgment of shares for the purpose for which shares transfer register is closed, provided that the posted documents are received by the company before relevant action has been taken by the company.
3. The company shall issue transfer receipts immediately on receiving the shares for transfer.
4. The company shall not charge any transfer fee for transfer of shares.
5. The company shall provide a minimum period of 07 days but not exceeding 15 days at a time for closure of Shares Transfer Register, for any purpose, not exceeding 45 days in a year in the whole.

1. No listed company shall exercise any lien whatsoever on fully paid shares and nor shall there be any restriction on transfer of fully paid shares. The same shall apply to all listed securities.