General Requirements to accompany an application for Listing on the Uganda Securities Exchange
A Company intending to apply for a listing on the Uganda Securities Exchange must conform to the listing Rules and Regulations as stipulated in the Continuing Listing Obligations. These obligations require that for the company to be admitted to the Official List, the following information shall be disclosed in an information memorandum or prospectus for an application for securities being listed on the Exchange;
- A prospectus setting out the information contained in Appendix 1 to these USE Listing Rules 2003 which are available Here
- Letter of no objection from the industry regulator of the issuer (if the company operates in a regulated industry);
- Board of directors’ resolution to list
- Shareholders resolutions in respect of the offer
- Capital Markets Authority approval letter
- Contracts entered into in connection with the Issue
- Underwriting agreements if any
- Contracts with registrars where applicable
- Certificate of incorporation of the issuer or any other incorporation document
- Declaration by the sponsoring broker in the form set out in Appendix 6 of the USE Listing Rules
- Memorandum and Articles of Association of the Issuer or any other constitutive documents which must comply with the requirements of the Securities Exchange whether or not required by the law;
- Copies of the documents provided for inspection pursuant to the proposed issue
- Financial reports for the three to five year period preceding the issue
- A list of existing shareholders
- Management contracts if applicable
- Letter of undertaking of the issuer
- Material contracts
- A Reporting Accountant’s report. For the avoidance of doubt, the reporting accountants report shall be prepared by a firm different from the one carrying out the audit of the issuer.
- For an applicant that is already listed on another and is applying to list by way of introduction, a letter of no objection must be submitted from the regulator and stock exchange of the primary market where the applicant’s securities are listed.
- Following or immediately prior to listing, at least 20% - 25% of the shares much be held by not less than one hundred shareholders excluding employees and direct family members of the issuer.
- The company should be engaged in substantially the same business and management, and share control throughout the last three years before the application.
- The securities for which listing is sought, must be freely transferable, subject to any restriction that may be imposed by written law. Have only one class of voting shares, which shall be offered at the exchange.
- The name, history and description of the company’s interests and activities.
- A report by the company’s auditors in respect of the last completed financial years (five for the first tier and three years for the second tier) of the company if the company has been in existence for three, five or more years.
- Forecast earnings and dividends.
- Details of share capital structure, loan capital and the borrowing powers of the company.
The above basic requirements are amplified in the USE Listing Rules 2003 .
The Committee may in its discretion grant exemption from compliance with any provision under these rules provided that it is justifiable and upon terms and conditions it may think fit. The Authority shall be informed of any decision to exempt an applicant from compliance with these rules.