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LISTING REGULATIONS OF KSE (GUARANTEE) LTD

LISTING REGULATIONS OF KSE (GUARANTEE) LTD. By Rahat Aziz SA Associates Corporate Consultants & Trainers. BACK GROUND AND CONCEPT/LINK :. Background Concepts Links. Companies Ordinance 1984. Security Exchange Ordinance 1969. REGULATION’S STRUCTURE:. Criteria Appendix 2

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LISTING REGULATIONS OF KSE (GUARANTEE) LTD

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  1. LISTING REGULATIONS OF KSE (GUARANTEE) LTD By Rahat Aziz SA Associates Corporate Consultants & Trainers

  2. BACK GROUND AND CONCEPT/LINK: • Background • Concepts • Links Companies Ordinance 1984 Security Exchange Ordinance 1969

  3. REGULATION’S STRUCTURE: • Criteria Appendix 2 • Procedure Reg. 1-15 • Documents Appendix 1 • The Companies (Issue of Capital) Rules 1996 Appendix 3. • Book Building Appendix 4. • CCG Reg. 35 • De-Listing Reg. 30-31

  4. INITIAL PUBLIC OFFERING – (IPO) • IN CASE OF COMPANIES • A Company should be a Public Company. • Minimum paid up Capital is 200 (m). • Not less than 500 Applications.

  5. CRITERIA APPENDIX 2 PUBLIC ALLOCATION • Minimum Paid-up Capital Rs.500 Million (50%) More than Rs.500 Million Example: Capital is 700M, then: Rs.250M or 25%=175M 250 m can be offered 250m or 25% of Capital (whichever is higher) Capital is 1200M, then: Rs.250M or 25%=300M 300 is higher 250 is higher Rahat Aziz KTBA Workshop – 23 Jan 2014 SA Associates

  6. IN CASE OF MODARBA: • 30% to sponsors, associates, friends and associated undertaking • 70% to General public. • Where 25% shares allocated sponsor etc, shares shall not be salable for a period of 6 months from the date of public subscription. • Running company: Shares do not qualify, if its equity is eroded by 40% or more.

  7. SOME IMPORTANT DOCUMENTS: APPENDIX -1 • Copy of the certificate of incorporation. • Copy of the conversion certificate of commencement of business. • Copy of Feasibility Report, in case of a new project. • Auditor’s Certificates under section 53 read with clause 28(1) of section 2 of Part-1 of the second schedule to the Companies Ordinance, 1984. The certificate shall also state Earning Per Share of the company for the last 5 years or for a shorter period if 5 years of the commencement of business are not completed. • No Objection Certificates from the Underwriter(s) to the Issue/Offer, if any, on Form 4. • Copies of all material contracts and agreements relating to the public issue/offer of shares and project, if any. • Copy of consent letters from bankers to the issue/offer.

  8. IPO THROUGH BOOK BUILDING APPENDIX 4 BRIEF ABOUT BOOK-BUILDING Book-Building is a process used by companies raising capital through Public Offerings. It is the practical mechanism for the quick and efficient management of public offerings. In general, it is an innovative method of marketing securities involving price determination and quantum of securities on the basis of the demand from the prospective shareholders. Rahat Aziz KTBA Workshop – 23 Jan 2014 SA Associates

  9. DEFINITION: SECP guidelines defines Book-Building as “a mechanism of price determination through which indication of interest for investment in the shares offered by an issuer/offeror is collected from Institutional Investors and HNWI and a book is built which gives a picture of demand for the shares at different price levels. The strike price is determined based on the price at which demand for the share at the end of book building period is sufficient to raise the minimum capital required”.

  10. BOOK-BUILDING PROCESS

  11. ELIGIBILITY A public limited company or a body corporate which intends to issue shares to the general public under Section 57 of the Companies Ordinance, 1984 and makes an application to a stock exchange for listing of its shares or an Offeror who intends to offer shares under Section 62 of the Companies Ordinance, 1984 and makes an application to a stock exchange for listing of such shares, where applicable, and is in compliance with Listing Regulations of the stock exchange, is eligible to issue/offer its shares through Book Building process subject to the following conditions • not more than 75% of the total offer shall be allocated for offer through book building process to institutional investors and HNWI; and • not less than 25% of the total offer shall be allocated for offer to the general public.

  12. DIFFERENCE BETWEEN FIXED PRICE PROCESS AND BOOK-BUILDING PROCESS

  13. PROCESS FLOW Cont…

  14. PROCESS FLOW

  15. COMPLIANCE: • Regulation 16-19 Dividends. • Regulation 20 & 21 Meetings. • Regulation 32 & 34 Fee. • Regulation 36 Compliance with these regulations.

  16. LISTING OF FURTHER CAPITAL & SUBSIDIARIES • Regulation: 22-24 • Regulation: 25-29

  17. VOLUNTARY DE-LISTING • 30A Buy Backing Price • 30B Conditions • 30C Procedure • 30D Time Frame

  18. Chapter XI

  19. The Formation Timeline 2008 2003 1998 1995 1992 Report of the Hampel Committee Code of Best Practice of the Cadbury Committee

  20. The Formation Timeline 2002 1996 Sarbanes–Oxley Act Report of the NACD blue ribbon commission on director professionalism

  21. The Formation Timeline 2012 2002 Code of Corporate Governance-SECP Code of Corporate Governance-SECP

  22. Code at a Glance (Clause Reference)

  23. CODE STRUCTURE: • Board Composition (Br.Cp.) • Board Responsibilities, Powers & function (Br.R.P.F) • Board Meeting (Br. M) • Board Related Management (Br.R.M) • Board Committees (Br.Cm) • Corporate Compliance & financial reporting frame work (Cr.Com & Fin.Rep.FW)

  24. At-least One Independent Preferably 1/3 of BOD Executive not more than 1/3 of elected Dr. Non-Executive-Remaining Br. Cp.

  25. Fiduciary Duty Professional standard & Corporate value. Vision/Mission Statement Significant Policies Sound Internal Control System Decision on Material Transaction Br. R.P.F

  26. Seven Days Notice Dissenting note Decision on Significant issues Related party transactions Br. M

  27. Chairman Chief Executive Officer Chief Financial Officer Company Secretary Head of Internal Audit Br. R.M

  28. Audit Committee – its composition H.R. & Remuneration Committee – its composition Term of Reference Br. Cm.

  29. Director Report Directors Remuneration Frequency of Fin. Rep. External Auditor Compliance with CG Cr. Com & Fin. Rep. F.W

  30. CASESTUDY

  31. STRUCTURE OF BOARD CHAIRMAN OF BOARD HUMAN RESOURCE AND REMUNERATION COMMITTEE (HR&R) BOARD OF DIRECTORS AUDIT COMMITTEE CHIEF EXECUTIVE OFFICER (CEO)

  32. COMPANY INFORMATION Annual Report 2011

  33. STRUCTURE OF BOARD OF CRESCENT STEEL (Annual Report 2011) 08 – Directors 01 – Executive Director(CEO) 02 – Independent Directors 05 – Non-Executive Directors (including Chairman of Board) BOARD OF DIRECTORS MazharKarimChairman Non-Executive Director Ahsan M. Saleem Chief Executive & Managing Director Mohammad Anwar Non-Executive Director Muhammad Abdul Aleem Non-Executive Director (Independent) NasirShafi Non-Executive Director S.M.Ehtishamullah Non-Executive Director SyedZahid Hussain Non-Executive Director (Independent) ZahidBashir Non-Executive Director AUDIT COMMITTEE Muhammad Abdul Aleem ChairmanNon-Executive Director (Independent) NasirShafiMemberNon-Executive Director S.M.EhtishamullahMemberNon-Executive Director 03 – Members. 01 – Independent Directors (as Chairman) 02 – Non-Executive Directors

  34. CRESCENT STEEL (Annual Report 2011)….contd 02 – Members. 01 – Executive Directors (as Chairman) 01 – Non-Executive Directors HUMAN RESOURCE COMMITTEE Ahsan M. SaleemChairmanChief Executive & Managing Director NasirShafiMember Non-Executive Director Must have 3 members at least and the Chairman should be a non-executive or independent director

  35. COMPANY INFORMATION Annual Report 2011

  36. STRUCTURE OF BOARD OF JS GLOBAL CAPITAL LTD (Annual Report 2011) 08 – Directors 01 – Executive Director(CEO) 02 – Non-Executive 05 – Non-Executive(Independent) Directors (including Chairman) BOARD OF DIRECTORS Mr. AdilMatcheswalaChairman Non-Executive Director (Independent) Mr. Shahid Hameed Vice Chairman Non-Executive Director Mr. KashifShafi Khan Non-Executive Director (Independent) Mr. NaiefAbdullatif S A Mohammad Non-Executive Director Mr. AslamKhaliq Non-Executive Director (Independent) Syed Nadir Shah Non-Executive Director (Independent) Mr. Ahsen Ahmed Non-Executive Director (Independent) Mr. Muhammad KamranNasirChief Executive Officer AUDIT COMMITTEE Mr. AdilMatcheswalaChairman Non-Executive Director (Independent) Mr. Shahid Hameed Member Non-Executive Director (Independent) Mr. Ahsen Ahmed Member Non-Executive Director (Independent) 03 – Members. 03 – Non-Executive (Independent) Directors (including Chairman)

  37. JS GLOBAL CAPITAL LTD (Annual Report 2011)……cont 03 – Members. 01 – Executive Directors 02 – Non-Executive (independent) Directors (including Chairman) COMPENSATION COMMITTEE Mr. AslamKhaliqChairman Non-Executive Director (Independent) Mr. MohdKamranNasirMemberChief Executive Officer Mr. Shahid Hameed Member Non-Executive Director (Independent)

  38. THANK YOU

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