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Rule


SPX LISTING REQUIREMENTS

MET

8

Must be an eligible security under which all securities on issue should be applied for listing.

 

9

 

Should be a Company as defined in Companies Act 2015, or a foreign company.

 

Market Capitalisation of at least $1million.

 

 

Public Shareholding - at least 20% issued shares to be held by 50 members of public.

 

 

Shares to be fully paid up.

 

 

Operating History of at least 3 years and at least half of the same Senior Management and Board members in the last 3 financial years.

 

 

Working Capital to last the next 12 months and the company must be a going concern.

 

 

Articles of Association must be consistent with the requirements of Companies Act 2015 and the SPX Listing Rules.

 

 

17

Investment Adviser must be appointed who shall advise the Company and its Directors on matters concerning to listing. The Adviser must submit a completed Declaration as per Annexure B of the SPX Listing Rules

 

 

18

Compliance with public shareholding requirement.

 

 

19

Discretion of SPX - Every application for listing will be considered on its own merits. SPX may, at its discretion, accept applications for listing with or without conditions reject applications or allow exemptions from the Listing Rules, taking into consideration market’s best interests. Companies will only be listed if in the opinion of SPX, it is suitable for listing.

 

 

20

Additional Information - SPX has powers to seek additional information from Company applying for listing to satisfy that listing requirements of SPX are adequately met.

 

 

21

Consequences of not meeting the initial Listing requirements - If a Company does not meet the listing requirements at the time of application, SPX may consider the listing application in order to grant in principle approval only if there are arrangements in place which will result in the requirement being achieved at the end of an agreed period. If, however, the listing requirement is not met by the Company within the agreed period, SPX shall have the power to initiate suitable action including but not limited to – place on hold the listing application until the pending listing requirements are met; or reject the listing application for not meeting the listing requirement.

 

23

Public Offering - securities offered to the public either through newly issued shares or securities sold by one or more existing security holders.

 

 

24

Compliance Listing - company meets all the listing requirements at the time of making the application without making a public offering.

 

 

25

 

Application - Listing Application and Agreement (Annexure A); Declaration from the Investment Adviser (Annexure B); Supporting Documents (refer Rule 26); and Appropriate fees.

 

The company must apply for listing with SPX within 28 days of the issue date of the Registered Prospectus, Registered Information Memorandum or Registered Offer Document.

 

26

The company must provide the following Supporting Documents:

 

 

a. Certificate of Incorporation

 

 

b. For public offers - Draft Prospectus

 

 

c. For compliance listing - Draft Information Memorandum

 

 

d. For debt security - Draft Trust Deed

 

e. Updated copy of Articles of Association

 

f.  Current list of shareholders/debenture holders showing no. of shares and % of holding of each class of shares/debentures issued and fully paid up

 

g. Current list of shareholders with breakup of public and non-public        shareholding

 

 

h. Audited financial statements for last 3 years

 

 

i.  Copy of appropriate licence

 

 

j.  Audited Financial statements which has ended within 6 months of the issue date of the Prospectus

 

 

k. Copy of prospectus, IM, offer document submitted to RBF in the past 5 years

 

 

l. Confirmation of status under Exchange Control Act and Investment Fiji re foreign investor registration certificate

 

 

m.  Any other document or information requested

 

 

n. Prospectus and Information Memo to comply with minimum content requirements stipulated under Schedule 3 and 4 respectively

 

o.   Application money to be held in trust

 

p.   Registration of Prospectus or Offer Document

 

30

For listing under public offering:- File an application along with supporting documents to obtain an in-principle approval for listing before issuing securities to the public for subscription or under an offer of sale.

 

After approval is given, place an advertisement in at least one daily newspaper announcing details of the public offering.

 

Within 3 days of offer close, inform SPX on total shares subscribed and basis for allotment. SPX to check market capitalisation and public shareholding requirement.

 

Within 5 days of offer close, letter of allotment (rejection) with any required refund of monies submitted to subscribers.

 

Within 3 days of offer close, provide SPX with list of allottees or written confirmation from Registry that statements have been despatched.

 

Apply for admission to the Official List.

 

Listing Approval provided by SPX.

 

Market Statistics
Listing On The SPX

 

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