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ITEM
NO.
SPSE LISTING REQUIREMENTS
MET
 
1.
Two (2) completed copies of the listing application (Appendix A).
 
 
2.
A declaration from the sponsor (Appendix B) if applicable.
 
 
3.
For the listing of shares, the total market capitalization of the company must be at least $1 million.
 
 
4.
For the listing of debt securities, the company must have net tangible assets at the time of listing of at least $1 million.
 
 
5.
For ordinary shares, a minimum of 20% of the total issued shares must be owned by at least fifty (50) members of the public.
 
 
6.
For any other types of securities, there must be at least twenty-five (25) members of the public as security holders.
 
 
7.
In the case of debt securities, the aggregate face value must be at least $500,000.
 
 
8.
Have had an operating history of at least three (3) years in its present line of business.
 
 
9.
Have at least half of the same senior management and board members in the last three (3) years.
 
 
10.
In the case of a company seeking listing through a public offering method, three (3) copies of the draft prospectus which complies with any requirements set out in the Companies Act and under the Capital Markets Decree and any rules and regulations made pursuant to the Act. The draft prospectus shall be provided to the SPSE at least ten (10) days before the date set for publication.
 
 
11.
In the case of a company seeking listing through a compliance listing method, three (3) copies of the draft Information Memorandum (or Statement in lieu of Prospectus) which comply with any requirements set out in the Companies Act and under the Capital Markets Decree and any rules and regulations made pursuant to the Act.
 
 
12.
A statement by the directors that the company has sufficient working capital to last at least twelve (12) months.
 
 
13.
A copy of the Memorandum and Articles of Association which the company will have at the intended time of listing.
 
 
14.
A certified copy of the resolution of the directors or shareholders from a general meeting authorizing the application for listing.
 
 
15.
A letter from the company's solicitor certifying that the company has been legally and properly organized in accordance with the laws of Fiji.
 
 
16.
A letter from the company secretary of the company certifying that the securities to be listed have been duly and properly authorized and issued, and in the case of ordinary shares, all calls on the shares to be listed are fully paid and non-assessable.
 
 
17.
A current list of shareholders and debenture holders of the company showing the individual holdings of each class of shares/debentures issued and fully paid.
 
 
18.
Audited financial statements for the last three (3) full financial years. The audit reports must not have been qualified in a way that raises doubt about whether the company can continue as a going concern.
 
 
19.
 
If the day on which the listing application is made is more than ninety (90) days since the date of the last audited financial statement, the company must provide audited or unaudited financial statements for a period ending within ninety (90) days of the date on which the listing application is made. If the financial statements are un-audited, it must be certified by two (2) directors and Chief Financial Officer of the company to be true and correct to the best of their knowledge and belief.
 
 
20.
A copy of every Prospectus, Information Memorandum, Statement in lieu of Prospectus or other document of offer issued by the company or filed by it with the Registrar of Companies and the RBF in the last five (5) years, together with a copy of every document filed with the Prospectus, Statement in lieu of Prospectus or other document of offer. Where it is impractical to send any such documents the company must state where such documents may be inspected.
 
 
21.
A specimen of the security certificate for each class of security to be listed.
 
 
22.
In the case of debt securities, a draft of the trust deed, agency deed or other instrument securing or constituting the debt securities.
 
 
23.
Confirmation of Company’s status under the Exchange Control Act with regard to foreign ownership and Fiji Trade and Investment Bureau (FTIB) for foreign investor certificate.
 
 
24.
The initial fee for the listing as outlined in Appendix G.
 
 
25.
Submit the approved company’s code of 3 alphabets to be marked on the main board of SPSE.
 
 
26.
The SPSE may request any further documents and information from the company.
 
 
27.
The listing committee to approve or disapprove with conditions to list on the main board of SPSE and the Board of Directors to approve or approve with conditions for listing on the main board.
 
 

 

 
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