PAKISTAN STOCK EXCHANGE LIMITED (Formerly: Karachi Stock Exchange Limited) Stock Exchange Building, Stock Exchange Road, Karachi-74000 Phones: 111-001-122, Fax (021) 32460923 Revised / Amended November 15, 2001/November 28, 2002/June 23, 2004/ March 9, 2005/June 18, 2014/January 11, 2016 DOCUMENTS CHECKLIST FOR LISTING OF DIFFERENT KINDS AND CLASSES OF SHARES The listed companies shall be required to furnish the following documents/information at the time of application for listing of different kinds and classes of shares issued by way of right shares to the shareholders: 1. Listing application under Section 19 of the Securities Act, 2015 (Annexure I ). 2. Application for submission of undertaking and payment of fee (Annexure II ). 3. An unconditional undertaking under Regulation No. 5.3 of the Rule Book of the Exchange on non-judicial stamp paper of Rs.20/- (Annexure III ). 4. A copy of the Special Resolution for issue of new shares. 5. Copy of approval of SECP under the Companies Share Capital (Variation in Rights and Privileges) Rules, 2000. 6. Copy of underwriting agreement(s) accompanied by a due diligence report, where required along with No Objection Certificate(s) from the underwriter(s) and confirmation, of nonexecution of any buy-back/repurchase agreement(s) with the sponsors and/or with any other person(s), if applicable ( Annexure-IV ). 7. The companies shall submit a schedule for approval of the Exchange containing the dates of book closure, issuance of letter of rights, last date of payment/renunciation, credit/dispatch of shares through book entry/ physical delivery along with draft letter of right and circular under Section 86 (3) of the Companies Ordinance, 1984. 8 An undertaking signed by all directors of the company confirming to subscribe their portion of right issue 15 days in advance of the last date of payment/renunciation. This condition will not be applicable where the issue is fully underwritten. 9. An undertaking on non-judicial stamp paper, confirming credit of shares through book entry into CDS within 21 days from the last date of payment/renunciation against paid right allotment letters to the CDC account holders and issue of physical shares to non-cdc shareholders within 45 days of the last date of payment. 10. Copy of the consent of the bankers to the issue along with undertaking, confirming that the subscription money received from the shareholders (excluding directors) shall not be released to the company without prior written approval/noc of the Exchange. 11. 5 copies of Memorandum and Articles of Association. 12. Copy of application submitted with CDC for the shares to be eligible security.
13. Report of State Bank of Pakistan that the names of promoters/sponsors/ controlling directors of the company are not in the Defaulter s List of State Bank of Pakistan either in their individual capacity or in the capacity of Directors of other companies. (This will not apply to nominee Directors of the Government and Financial Institutions). 14. Report of State Bank of Pakistan that the name of the company as well as the names of other companies in which directors of the company are holding directorship are not in the defaulter s list of State Bank of Pakistan. (This will not apply to nominee Directors of the Government and Financial Institutions). 15. Copies of documents/information as required under Rule (5) of the Companies (Issue of Capital) Rules, 1996, the Companies Share Capital (Variation in Rights and Privileges) Rules, 2000 and Section 86 of the Companies Ordinance, 1984. 16. A brief write-up from the Chief Executive Office of the Company duly approved by the Board of the company stating the differences in rights and privileges of each class of shares, it need to discuss different class of shares and its advantages/ disadvantages to the company it self and to other class of shareholders. This write-up shall form part of the prospectus in case of public offering and in case of right issue shall be disclosed in the statement under Section 86(3) of the Companies Ordinance, 1984. 17. Name of Directors along with Directorship of other companies listed on the Exchange. 18. A statement of shareholding of the company, containing name, address, number of shares held with respective percentage for following categories:- i) The sponsors/directors/associated undertakings. ii) iii) Financial institutions, investment companies, joint stock companies, insurance companies, etc. The general public. 19. Any other documents / information and such other particulars as may be required by the Exchange. Note: 1. In case of public offering of different kinds and classes of shares by the listed companies, all the requirements of the Listing of Companies and Securities Regulations of the Exchange shall be applicable. 2. The non-listed public companies may also apply for listing of different kinds and classes of shares. In such cases all the requirements of the Listing of Companies and Securities Regulations of the Exchange shall be applicable.
FORMS REQUIRED FOR LISTING OF DIFFERENT KINDS AND CLASSES OF SHARES F O R M I ANNEXURE I FORM OF APPLICATION UNDER SECTION 19 OF THE SECURITIES ACT, 2015 FOR LISTING A SECURITY ON THE STOCK EXCHANGE The General Manager KARACHI. Dear Sir, Dated: 1. We hereby apply for the listing of our (Name of kind/class of shares) of our company on your Stock Exchange. 2. Necessary information and documents as required in the annexure to this form are furnished. Yours faithfully, c.c. to: The Securities & Exchange Commission of Pakistan ISLAMABAD SIGNATURE & ADDRESS ANNEXURE TO FORM-I The following particulars and documents shall be annexed to the Listing application, namely: 1. Memorandum & Articles of Association and, in case of Participatory Redeemable Capital, a copy of the trust deed. 2. Copies of prospectus issued by the Company in respect of any security already listed on the Stock Exchange. 3. Copies of balance sheets and audited accounts for the last five completed years or for a shorter number of years if the company has been in existence only for such years. 4. A brief history of the company since incorporation giving details of its activities including any reorganization, changes in its capital structure and borrowings. 5. A statement showing:-
(a) cash dividends and bonuses paid during the last 10 years or such shorter period as the company may have been in existence. (b) dividends or interest in arrears, if any. 6. Certified copies of agreements or other documents relating to arrangements with or between: (a) (b) (c) vendors and/or promoters underwriters brokers 7. Certified copies of agreements with :- (a) (b) (c) managing agents selling agents managing director and technical directors. 8. A statement containing particulars, dates of and parties to all material contracts, agreements (including agreements for technical advice and collaboration), concessions and similar other documents except those entered into in the normal course of the company s business or intended business together with a brief description of the terms of such agreements. 9. Certified copies of the agreements with the NIT, ICP, PICIC, IDBP and any other financial institution. 10. Names and address of the directors and persons holding ten per cent or more of any class of equity security as on the date of application together with the number of shares or debentures held by each. 11. Particulars of security for which listing is sought. 12. Additional information/documents that may be called for by the Exchange.
ANNEXURE II F O R M - II FORM FOR SUBMISSION OF UNDERTAKING AND PAYMENT OF FEES The General Manager KARACHI Dated: Dear Sir, Re: LISTING OF (NAME OF KIND/CLASS OF SHARES) ON THE STOCK EXCHANGE With reference to our Listing application under Section 19 of the Securities Act, 2015, we enclose herewith the following:- (1) An unconditional undertaking under the Common Seal of the company duly signed in accordance with the provisions contained in our Articles of Association. (2) A cheque of Rs. towards Initial Listing Fee at the rate one tenth of one per cent of the total face value of (Name of kind/class of shares) of Rs.. (3) A cheque of Rs. towards payment of Annual Listing Fee. (4) A cheque of Rs. towards payment of non-refundable service charges. Yours faithfully,
ANNEXURE III FORM OF UNCONDITIONAL UNDERTAKING UNDER REGULATION NO. 5.3 ON NON-JUDICIAL STAMP PAPER OF RS. 20 The Governing Board of Directors KARACHI. U N D E R T A K I N G DATED: We undertake, unconditionally, to abide by the Listing of Companies and Securities Regulations of Exchange which presently are, or hereinafter may be in force. We further undertake: (1) That our (Name of kind/class of shares) shall be quoted on the Ready Quotation Board and/or the Futures Counter at the discretion of the Exchange; (2) That the Exchange shall not be bound by our request to remove the (Name of Name of kind/class of shares) from the Ready Quotation Board and/or the Futures Counter; (3) That the Exchange shall have the right, at any time to suspend or remove the (Name of kind/class of shares) for any reason which the Exchange consider sufficient in public interest. (4) That such provisions in the Articles of Association of our company or in any declaration or agreement relating to any other security as are or otherwise not deemed by the Exchange to be in conformity with the Listing of Companies and Securities Regulations of the Exchange shall, upon being called upon by the Exchange, be amended to supersede the Articles of Association of our company or the provision relating to the other securities to the extent indicated by the Exchange for purposes of amendment and we shall not raise any objection in relation to a direction by the Exchange for such amendment; and (5) That our company and/or the security may be delisted by the Exchange in the event of non-compliance and breach of this undertaking. (Signature of Authorised Person) Common Seal of the Company
ANNEXURE IV The General Manager Stock Exchange Building Stock Exchange Road KARACHI. Dear Sir, Re: NO OBJECTION CERTIFICATE We (name of underwriter) have entered into an Underwriting Agreement with on. terms of which are as follows: The i) Value of (Name of kind/class of shares) underwritten Rs. Million ii) Underwriting Commission % iii) Take-up Commission % iv) The Underwriting Agreement is Valid Upto We have no objection to the offering of the (Name of kind/class of shares) of the total face value of Rs. million. We further confirm that we have not entered into any buy-back or repurchase agreement in respect of the (Name of kind/class of shares) underwritten with the sponsors or any other person under the said agreement. Yours truly, Name and Designation of the person authorized to sign on behalf of Underwriter