1550
388
200
345
-5 (1.43%)
176.2
+0.2 (0.11%)
115
2950
+50 (1.72%)
110
20
14
459
-10 (2.13%)
500
719

Chapter 6

Chapter 6Listing

Introduction

6.01

A principal function of GASCI is to provide a fair, orderly and efficient market for the trading of securities. In furtherance of this the Board, with the approval of the Council, has made these rules prescribing the requirements for the admission of securities to the Official List.

6.02

ASCI will maintain two lists of securities for the purpose of admission to dealing, namely –

  1. the “Official List” which includes the securities of all reporting issuers which have applied to, and have been approved by, GASCI for admission to the Official List; and
  2. the “Secondary List” which includes all securities registered with the Council under section 57 of the Act which are not included in the Official List.
6.03

It is emphasized that these rules are not exhaustive and that GASCI, with the approval of the Council, may impose additional requirements or make the admission of securities to the Official List subject to special conditions whenever it considers it appropriate. Conversely GASCI, with the approval of the Council, may waive, modify or not require compliance with these rules either generally or to suit the circumstances of a particular case, as a variety of circumstances may exist which require it to make ad hoc decisions.

6.04

Suitability for admission to the Official List depends primarily on meeting the requirements set out in Rules 6.32-6.43. GASCI retains a discretion to accept or reject applications. Applicants are therefore encouraged to contact GASCI to seek confidential guidance as to the eligibility of a proposed application for admission to the Official List at the earliest possible opportunity.

6.05

GASCI may issue guidance notes and practice notes from time to time to assist issuers or their advisers with regard to the admission of securities to the Official List.

6.06

These rules do not apply to debt securities issued by the Government of Guyana or the Bank of Guyana whose debt securities will be admitted automatically to the Official List on the request of the issuer.

Admission to Official List

6.07

Issuers seeking the admission of securities to the Official List must submit, through a member of GASCI, an application in writing to GASCI in such form as GASCI may determine and in accordance with rule 6.08.

Application for admission to Official List

6.08

An application made by an issuer to GASCI for the admission of securities to the Official List of any securities issued or to be issued by that issuer shall comply with the rules and requirements of GASCI (except to the extent that compliance is waived or not required by GASCI) and any provision of law applicable and shall contain such particulars and information which, according to the particular nature of the issuer and the securities for the listing of which application is being made, is necessary to enable an investor to make an informed assessment of the activities, assets and liabilities and financial position, of the issuer at the time of the application and its profits and losses and of the rights attaching to such securities and such application shall also

  1. state the name of the applicant;
  2. give particulars of the numbers, classes and denominations of the securities which are the subject of the application;
  3. give particulars of the proposed manner of issue of the securities, whether by offer for sale, public subscription, placing, introduction or otherwise;
  4. state the name and address of any person who at the time of the application is a substantial shareholder of the issuer or of another company of which it is a subsidiary, and the extent of his shareholding in the applicant or that other company;
  5. provide such information as is necessary to establish to the satisfaction of GASCI that the issuer and its securities meet the qualifications prescribed by these rules for admission to the Official List.
  6. give particulars of the qualifications and experience of the directors and chief executive of the applicant;
  7. specify the purpose for which the proceeds (if any) of the issue or sale of the securities to which the application relates, or the portion thereof to be received by the company, are intended to be used by the issuer; and
  8. specify the qualifications of any person whose opinion as an expert is referred to in any document included in the application.

Listing Undertaking

6.09

Issuers seeking the admission of securities to the Official List are required to enter into a Listing Undertaking with GASCI.

6.10

The form of Listing Undertaking required is set out in the First Schedule to these rules.

Listing fees

6.11
  1. Issuers whose securities are admitted to the Official List shall pay to GASCI listing fees at the rates specified in the Second Schedule.
  2. GASCI may, with the prior written approval of the Council, vary from time to time the rates of listing fees specified in the Second Schedule.

Authorised representatives

6.12

Every reporting issuer shall appoint an authorised representative who will act at all times as the issuer’s principal channel of communication with GASCI. The authorised representative must be either a director or the secretary of the issuer.

Suspension of listing by GASCI

6.13

Listing is subject, in the case of both the Official List and the Secondary List, to the condition that where GASCI considers it necessary for the protection of the investor or the maintenance of an orderly market, it may at any time suspend dealings in any securities in such circumstances and subject to such conditions as it thinks fit. The issuer may have the right to appeal to the Council to have it set aside.

Request by company for suspension

6.14

Where an issuer itself seeks suspension, the request for suspension must be made to GASCI by its authorised representative, and in all cases must be supported by specific reasons. The Board may accept the request for suspension in its absolute discretion.

Lifting of suspension

6.15

Where dealings have been suspended, the procedure for lifting the suspension will depend on the circumstances, and the Board reserves the right to impose such conditions as it considers appropriate. Where the suspension was at the issuer’s request, the issuer will have been required to announce the reason for the suspension and, where appropriate, the anticipated timing of the lifting of the suspension. In some cases (for example a temporary suspension pending an announcement) the suspension will be lifted as soon as possible after the announcement is made. In other cases the suspension will be continued until any relevant requirements have been met. The continuation of a suspension for a prolonged period without the issuer taking adequate action to obtain restoration of listing may lead to GASCI delisting. Where the issuer does not agree with any relevant requirements they have the right to appeal to the Council to have them amended or set aside.

Delisting by GASCI

6.16

The Board may delist securities, in accordance with an Order made by the Council, where –

  1. an issuer fails, in a manner which the Board considers material, to comply with the Listing Rules or its Listing Undertaking;
  2. the Board considers there are insufficient shares of the issuer in the hands of the public;
  3. the Board considers that the issuer does not have a sufficient level of operations or sufficient assets to warrant the continued listing of its securities;
  4. the Board considers that the issuer or its business is no longer suitable for listing;
  5. the Board considers that there is insufficient information available upon which investors may make an informed assessment of the issuer’s securities; or
  6. where the issuer requests that it be delisted.

Membership of Listing Committee

6.17

The Listing Committee shall consist of 3 individuals appointed members by the Board from amongst members or representatives of members of GASCI, provided that GASCI may co-opt outside persons where it considers it appropriate in a particular case.

6.18

All members of the Listing Committee shall vacate office one year after their appointment unless they are re-appointed.

Functions of Listing Committee

6.19

The Listing Committee shall have the following functions –

  1. to examine, in the light of these Listing Rules, the eligibility and suitability of applications made to GASCI for admission to the Official List; and
  2. to submit a written report to the Board on each such application together with a recommendation as to whether the applicant should be admitted or refused admission to the Official List.

Proceedings of Listing Committee

6.20

The Listing Committee may elect any of its members to be chairman and vice chairman respectively and may regulate its own procedure and business; in the exercise of its powers under this rule the Listing

Committee shall be subject to act in accordance with any direction given to it by the Board for the purposes of this rule.

6.21

The Board shall appoint a Secretary to the Listing Committee who shall act at the direction of the chairman of the Listing Committee in exercising the functions of that Committee.

Meetings of Listing Committee

6.22

Meetings of the Listing Committee shall be held as often as may be considered necessary by the chairman and at such times and places as the chairman, subject to rule 6.20, determine.

6.23

At a meeting of the Listing Committee –

  1. the chairman shall chair the meeting; or
  2. if the chairman is not present, the vice-chairman shall chair the meeting.
6.24

The quorum for a meeting of the Listing Committee shall be 2 members.

6.25

Each member of the Listing Committee present at a meeting shall have a vote.

6.26

Every question for decision at a meeting of the Listing Committee shall be determined by a majority of votes of the members present and, in the event that voting is equally divided, the chairman of the meeting shall have a casting vote.

6.27

The Listing Committee may act notwithstanding a vacancy among its members.

Disclosure of interest

6.28
  1. A member of the Listing committee who has any direct or indirect personal or pecuniary interest in any listing application coming before the Listing Committee shall on each and every occasion declare his interest and thereafter, unless otherwise directed by the chairman of the meeting, shall withdraw from the meeting and take no further part in the proceedings of the Listing Committee in relation to that application or vote in respect of it.
  2. A declaration, withdrawal or direction referred to in paragraph (1) shall be recorded.
  3. Unless the chairman of the meeting shall otherwise direct, any decision reached by the Listing Committee on a listing application in respect of which a member has declared an interest in accordance with paragraph (1) shall be recorded in the normal way save that the proceedings of the Listing Committee prior to the making of a decision shall be recorded separately and that record shall be provided only to those members of the Listing Committee who were present at those proceedings.
  4. Without prejudice to the generality of paragraph (1), a member of the Listing Committee has a disclosable interest if –
    1. he is a director or officer of the applicant;
    2. he is a substantial shareholder of the applicant or of the holding company of the applicant;
    3. he is a substantial shareholder of a competitor of the applicant;
    4. he is, or is a director or officer of a company that is, a major customer or major supplier of the applicant;
    5. he is, or is a director or officer of a company that is, a creditor or debtor of the applicant; or
    6. he is, or is a director or officer of a company that is, a landlord or a tenant of the applicant.

Confidentiality

6.29

No member of the Listing Committee shall disclose, except to the extent that its disclosure is strictly necessary for the proper discharge of his functions as a member of the Listing Committee, any information that has come to his knowledge in the performance of his functions as a member of the Listing Committee.

Powers of Board

6.30

In default of the appointment of a Listing Committee, or in the event that the Listing Committee is not quorate for any reason, the Board may itself act as the Listing Committee.

Qualifications for admission to Official List

6.31

Rules 6.32 to 6.48 set out the basic conditions which have to be met as a pre-requisite to the admission of equity and debt securities to the Official List. They apply to every method of listing and to both new applicants and listed issuers, except where otherwise stated. It is to be noted that these requirements are not exhaustive and GASCI may impose additional requirements from time to time after consultation with the Council.

Equity securities

6.32

The issuer must be incorporated under the Companies Act 1991, be a reporting issuer and must continue to be so registered to remain on the Official List or, if the issuer is not incorporated in Guyana but in a foreign country, the issuer must be listed on a regulated market in that country of incorporation. The securities for which admission to the Official List is sought must be registered with the Council under section 57 of the Act.

6.33

Both the issuer and its business must qualify with the requirements set out by GASCI in its Rules to be suitable for admission to the Official List.

6.34

A new applicant must have an adequate trading record under substantially the same management which must be of known character and integrity. This will normally mean that the issuer should have a trading record of not less than 3 years; however GASCI may accept a shorter period in exceptional cases.

6.35

A new applicant must produce audited accounts for the 3 financial years preceding the application for admission to the Official List. In exceptional cases GASCI may accept a shorter period.

6.36

There must be an adequate market in the securities for which admission to the Official List is sought. This means that GASCI must be satisfied that there will be sufficient public interest in the business of the issuer and in the securities for which listing is sought.

6.37

There must be an open market in the securities for which admission to the Official List is sought. This means that –

  1.  the minimum percentage of securities in public hands (i.e. persons who are not a director, chief executive or substantial shareholder of the company or an associate of any of them) must be 20%, with a minimum of 100 shareholders; or
  2. the greater of the issuer’s market value or shareholders’ funds must be not less than 500 million dollars, with not less than 100,000 shares held by a minimum of 50 shareholders.
6.38

The 20% public shareholding criterion specified in rule 6.37 (1) may be relaxed by GASCI to permit an initial minimum public shareholding of 15% provided that the issuer undertakes to increase this to 20% not later than the end of the third year of listing.

6.39

Further issues of securities of a class already listed are not subject to these limits. In exceptional cases, a lower expected market capitalisation may be acceptable where GASCI is satisfied as to marketability.

6.40
  1. GASCI must be satisfied that there is no conflict between the interests of the shareholders of the issuer and any private or competing interests of its directors.
  2. GASCI must be satisfied that there is no reason to believe that the independence of the directors of the issuer is prejudiced by the existence of any person who exercises control over them
6.41

The securities for which admission to the Official List is sought must be freely transferable.

6.42

Where application for admission to the Official List is made in respect of any class of security –

  1. if none of the securities of that class is already listed, the application must relate to all securities of that class issued or proposed to be issued; or
  2. if some of the securities of that class are already listed, the application must relate to all further securities of that class issued or proposed to be issued.
6.43

Admission to the Official List must be sought for all further issues of securities of a class already listed prior to the further issue of securities.

Corporate debt Securities

6.44

The issuer must be incorporated under the Companies Act 1991, be a reporting issuer and must continue to be so registered to remain listed or, if the issuer is not incorporated in Guyana but in a foreign country, the issuer must be listed on a regulated market in that country of incorporation. The securities for which admission to the Official List is sought must be registered with the Council under section 57 of the Act.

6.45

If the shares of the issuer are not listed, both the issuer and its business must, in the opinion of GASCI, be suitable for admission to the Official List.

6.46

A new applicant must produce audited accounts for the 3 financial years preceding the application for admission to the Official List. In exceptional cases GASCI may accept a shorter period.

6.47

If the shares of the issuer are not admitted to the Official List, the issuer must have net tangible assets of at least 1,000 million dollars, and the nominal amount of each class of debt securities for which listing is sought must be at least the smaller of 10% of the issuer’s net tangible assets or 200 million dollars or such other amount as GASCI may from time to time determine. Further issues of debt securities which are uniform in all respects with debt securities of a class already listed are not subject to these limits. In exceptional cases, a lower minimum nominal amount may be accepted where GASCI is satisfied as to marketability. In the case of options, warrants or similar rights to subscribe or purchase debt securities, the same limits will apply as would apply to the underlying debt securities to be subscribed or purchased.

6.48

The debt securities for which admission to the Official List is sought must be fully negotiable and freely transferable.

Debt securities other than corporate debt securities

6.49

In the case of debt securities other than corporate debt securities, the qualifications for admission to the Official List shall be determined by GASCI on an ad hoc basis.