Reserve Bank of Fiji

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2 Outline of Presentation A. The Reserve Bank s Vision B. Fiji s Financial System C. Regulator for Capital Markets D. Reserve Bank Approval E. Assessment Criteria F. Capital Raising - Key Requirements G. Submissions H. RBF Experiences I. Going Forward

3 A. The Reserve Bank s Vision Leading Fiji to Economic Success RBF Mission Statements Conduct monetary policy to foster economic growth Develop an internationally reputable financial system Enhance our role in the development of the economy Provide proactive and sound advice to Government Disseminate timely and quality information Recruit, develop and retain a professional team 3

4 B. Fiji s Financial System 4

5 C. Regulator for Capital Markets RBF Mandate RBF Amendment Decree 2009 Capital Markets Decree 2009 Regulate and oversee trading in primary/secondary markets Monitor activities of the stock exchange (SPSE) Safeguard the interest of persons dealing in securities Promote proper conduct of members of the exchange Suppress dishonest, improper practices-dealing in securities Consider & suggest reforms to the law, rules of the exchange 5

6 C. Reserve Bank Approval Why? When? How Long? Requirement in the law RBF s role as a regulator Protect the interest of the investors Prior to the offer of securities to the public Prior to listing on the Stock Exchange 3 months from complete submission of all required documents 6

7 C. Reserve Bank Approval Companies Act? Prospectus Not Required Personal offer to less than 20 investors with total issue of more than $1m in 12 months period. Where the minimum amount payable on the acceptance of the offer is FJD200k per person Where an Offer is made: o through a holder of a Securities Industry Licence; o To a related body corporate of the issuer; o To an officer of the issuer; o Under a registered bidder s statement; o During the ordinary course of trading on the Stock Exchange; and o By the Government, a Government Entity, or the Reserve Bank. 7

8 C. Companies Act Requirements Prospectus to be registered with the RBF Prospectus valid for 12 months Application money to be held in Trust Prospectus Fees 8

9 D. Assessment Criteria Viability Interest of the Public Corporate Governance Disclosure (Proposal/ Prospectus) 9

10 E. Do Requirements Differ for Size of Company? Differ for the type of capital raising or listing No Prospectus Private Placements Offer Document Rights Issue Prospectus Compliance Listing Initial Public Offer

11 E. Proposal Requirements Written Intention to issue securities Details of the Offer Memorandum and Article of Association Approval from FTIB for foreign companies Audited Financial Statements Financial Projections Details of Directors and Senior Management Corporate Governance Structure

12 F. Prospectus Requirements Company Details Details of the Offer Information on Directors Auditors/Experts/Advisers Overview of the Company Business Overview of the Industry Historical Financial Information Projected Financial Information Independent Accountants Report

13 G. Submissions Sponsors Conduct own due diligence Vet documents Prepare quality disclosure documents 13

14 H. Submissions- Experiences to Date A. Incomplete applications B. Unreasonable requests C. Poor quality submissions D. Not sponsored by a licensed person E. Misunderstanding requirements 14

15 I. Going Forward The Reserve Bank Regulate & Supervise the industry Requirements subject to change Engage the regulators early (RBF & SPSE) Development Regulatory Role 15

16 THANK YOU 16