Professional Documents
Culture Documents
Definitions
Introduction
Section 1 … General
Section 4 … Funds
Section 9 … Enforcement
Section 10 … Fees
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DEFINITIONS
Companies Act : means the Companies Act No. 7 of 2007 and any
amendment thereto
Entity : means
a) a public company incorporated under the
Companies Act or any other previous
Companies Acts
b) a company incorporated outside Sri Lanka
c) a corporate body incorporated under a
statute
Market Day : means any day on which the Exchange is open for
trading.
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b) its directors who are holding office as
directors of the Entity, their spouses and
children under 18 years of age; and,
Closed-End Unit Trust : means a unit trust which after the initial offer period
does not, unless otherwise approved by the SEC,
issue new units or redeem units in issue until the
liquidation of such fund.
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INTRODUCTION
It is the duty of the Board of Directors of an Entity to ensure that all the
listing requirements are met on a continuing basis so long as its Securities
remain listed on the Exchange.
WAIVER
The Exchange may, at its discretion and subject to any approvals that may
be required from the SEC, waive the application of any Rule specified
under Sections 2, 3, 4 and 5 and notify the SEC in writing, immediately
thereafter, stating the basis on which the Waiver was granted.
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SECTION 1
GENERAL
(a) An applicant for a listing of Securities must comply with these Rules.
An applicant is required to forward to the Exchange a listing
undertaking as set out in Appendix 1A, which shall constitute a
binding contract between the applicant and the Exchange. The
Listing Rules create obligations, which are additional and
complementary to statutory obligations.
(b) An applicant Entity should in the first instance, list its shares, prior to
applying for a listing of Other Class of Shares.
(a) All Entities whose Securities are listed on the Exchange, inclusive of
Entities listed prior to these Rules coming into operation, and
Managing Companies of Funds shall be bound by these Rules, and
any addition, alteration or amendment to these Rules as may be
made from time to time.
(b) All Entities whose Securities are listed are required to forward to the
Exchange within three (03) months of coming into operation of these
Rules, a listing undertaking as set out in Appendix 1A along with the
Certificate of Registration issued by the Registrar General of
Companies, in terms of Section 485 (6) of the Companies Act.
(d) The Exchange has the absolute discretion to accept or reject any
listing application and in the administration of these Rules. The
Exchange may also require or impose additional requirements or
conditions on applicants for listing or on Entities whose Securities
are listed.
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1.3 METHODS BY WHICH THE SECURITIES MAY BE LISTED
(c) INTRODUCTION
An Introduction is the listing of the Securities of an Entity on the
Exchange without the requirement of an initial public offering.
1.3.2 FUNDS
Rules for listing units of Funds are set out in Section 4 of these Rules.
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APPENDIX 1A
Given under the Common Seal of the Entity this ……. day of ……in the presence
of
…………………..
(Name) Director
……………………..
(Name) Director/Secretary
Or,
Signed by the duly authorized signatories of the Entity on this ….. day of ………
………………………………….
(Name) Authorised Signatory
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SECTION 2
a. Shares may be listed on the Exchange provided that the listing is for all
shares issued and to be issued by the Entity.
b. In the event of Offer for Subscription or Offer for Sale shares shall be
issued for cash only.
b. A net profit after tax for three (3) consecutive years immediately preceding
the date of application, and,
c. The applicant Entity must have a minimum Public Holding of 25% of the
total number of shares for which listing is sought which shall be in the
hands of a minimum number of 1,000 public shareholders holding not less
than 100 shares each. The Exchange may accept a percentage lower
than 25% of the total number of listed shares if the Exchange is satisfied
that such lower percentage is sufficient for a liquid market in such shares.
a. The applicant Entity’s Stated Capital representing shares for which a listing
is sought should be of a value of not less than Rupees Thirty Five Million
(Rs. 35,000,000.00). If it is an Entity incorporated/established/situated
outside Sri Lanka a value equivalent thereto; and,
*The Listing Rules relating to the eligibility criteria for the Main Board and Diri Savi
Board have been amended by the CSE. The amended rules will be applicable with
st st
effect from 1 April 2011. Please refer CSE Circular No. 01/2011 dated 21 January
2011 for further information.
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2.1.4 INITIAL LISTING APPLICATION OF SHARES
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for Sale)
or
(ii) The Debt Security shall have an investment grade rating for
the Securities to be listed obtained from a rating agency
registered with the SEC.
e. APPOINTMENT OF A TRUSTEE
(i) The applicant Entity shall appoint a Trustee for the benefit of the
holders of Debt Securities, which are to be listed.
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(A) A minimum of one (1) employee shall be a Member of a
recognized accounting body/holder of a degree in
Accountancy, Economics or Finance from a recognized
university and having two (2) years experience in handling
trustee functions,
and,
A minimum of one (1) employee shall be an Attorney-at-
Law/holder of a degree in Law from a recognized
university, and having two (2) years experience in handling
trustee functions,
or,
(B) a minimum of two (2) employees shall have at least seven
(7) years experience in handling trustee functions.
and/or
(v) Any conflict of interests which may arise between the Trustee/its
directors and the applicant Entity shall be disclosed in the
Prospectus/Introductory document.
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f. CERTIFICATION OF TRANSFERABILITY:
Debt certificates shall bear the following certification:
Please refer Rule 5.9 for the procedure applicable in respect of listing of
the Securities arising from the conversion.
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Document.
h. A Declaration by the Entity confirming that the Entity has complied with
the requirements of the Companies Act and the requirements set out in
Rule 2.2.1 (e) (ii), (iii) & (iv) with regard to the Appointment of a Trustee.
k. The relevant Fees payable to the Exchange for the listing as prescribed
by Section 10 of the Rules.
In granting such approval the Exchange may call upon the Entity to add to,
clarify, amend or delete any information that is contained in the prospectus or
in any document by which the Securities of the Entity are offered to the public
for sale in the course of an Initial Public Offering.
b. The Entity shall ensure that no offer is made to the public of its
Securities or any intimation given thereof to the public until approval for
the listing of Securities is obtained from the Exchange.
d. The subscription list should open within twenty (20) Market Days from
the date of receiving approval from the Exchange.
e. Copies of the prospectus and application forms relating to the offer shall
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be made available to the member firms and trading members of the
Exchange and public at least seven (7) Market Days before the date of
opening of the subscription list. It shall be the responsibility of the Entity
to arrange for adequate supply of prospectus and application forms.
f. The offer period shall comprise of not more than fourteen (14) Market
Days computed from and including the date of opening.
g. The Entity shall open a separate bank account for the purpose of
depositing payments received on applications.
k. The Entity shall arrange for the refund payments due on applications
rejected either in full or in part as expeditiously as possible but not
exceeding ten (10) Market Days from the date of closing the issue
(excluding the date of closure of the issue). Applicants for shares and
Debt shall be entitled to Interest (as defined) on any refunds not made
within this period. If the applicant has provided accurate and complete
details of his bank account in the application, the Entity shall make such
refund payments to the bank account specified by the applicant, through
Sri Lanka Inter Bank Payment System (SLIPS) and a payment advice
shall be issued to the applicant. If the applicant has not provided details
of his bank account in the application, the Entity shall make such refund
payments to the applicant by way of a cheque.
l. The Entity shall credit the investors’ CDS accounts with the Securities
allotted within a period of eighteen (18) Market Days from the date of
closure of the subscription list and shall dispatch the share/debenture
certificates within a period of twenty five (25) Market Days from the date
of closure of the subscription list.
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Securities.
o. The Securities shall be listed on or before the third (03) Market Day
upon receipt of the Declaration by the Exchange.
b. The Exchange may call upon the Entity to add to, clarify, amend or
delete any information that is contained in the Introductory Document
prior to granting approval.
f. The Entity shall be listed on the Exchange on or before the third (03)
Market Day from the date of receipt of the Declaration by the Exchange.
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APPENDIX 2A
Address : ……………
Date :…………….
Dear Sir/Madam,
We hereby apply for a listing on the Colombo Stock Exchange (Exchange) and a
listing for the under-mentioned Securities issued/to be issued by us on the basis of
our undertaking that the Rules and Circulars of the Exchange and the Central
Depository Systems (Pvt.) Limited as may be amended or replaced from time to time
shall be complied with.
We confirm that the particulars supporting the application are true and correct.
We further confirm that the Board of the Entity has resolved that in its opinion the
consideration for which the shares issued/to be issued is fair and reasonable to the
Entity and to all existing shareholders, as required by the Companies Act
(applicable only for listing of shares).
Yours faithfully,
.............................. Limited
Given under the Common Seal of the Entity/Managing Company this ……. day of
……in the presence of
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…………………..
(Name) Director
……………………..
(Name) Director/Secretary
Or,
Signed by the duly authorized signatories of the Entity/ Managing Company on this
….. day of ………
……………………………………………
(Name ) Authorised Signatory
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APPENDIX 2B
Given under the Common Seal of the Entity this ……. day of ……in the presence
of
…………………..
(Name) Director
……………………..
(Name) Director/Secretary
Or,
Signed by the duly authorized signatories of the Entity on this ….. day of ………
………………………………….
(Name) Authorised Signatory
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APPENDIX 2C
DECLARATION
(Offer for Sale/ Offer for Subscription)
That the direct uploads to the Central Depository System have been completed on
the ……. (date) and that the share certificate/debenture certificates will be posted on
or before ….. (date)
That the proceeds of the issue will be duly utilized for the objectives for
which such proceeds were raised in terms of the Prospectus.
That there is no other fact bearing on the Entity’s application for listing which, should
be disclosed to Colombo Stock Exchange.
Given under the Common Seal of the Entity this ……. day of ……in the presence
of
…………………..
(Name) Director
…………………..
(Name) Director/Secretary
Or,
Signed by the duly authorized signatories of the Entity on this ….. day of ………
……………………………………………
(Name ) Authorised Signatory
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APPENDIX 2D
DECLARATION
(Introduction)
that copies of the Introductory Document have been forwarded to Colombo Stock
Exchange and distributed among the members / trading members on the … … …
(date).
that the Entity has complied with all the requirements for a Listing of Securities/units
in the Colombo Stock Exchange by way of an Introduction.
that there is no other fact bearing on the Entity’s application for Listing which, should
be disclosed to Colombo Stock Exchange.
Given under the Common Seal of the Entity this ……. day of ……in the presence
of
…………………..
(Name) Director
……………………..
(Name) Director/Secretary
Or,
Signed by the duly authorized signatories of the Entity on this ….. day of ………
……………………………………
(Name) Authorised Signatory
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SECTION 3
GENERAL
This Section sets out the basic requirements for the contents of a prospectus, which
should be complied with in addition to the requirements of the Companies Act and
any other applicable law.
The requirements of this Section are not exhaustive. Additional information that are
not required by the Rules may be included at the discretion of the Entity according to
the particular nature of the business of the issuer and of the Securities for which
Listing is sought.
The Exchange reserves the absolute right to require disclosure of any additional
information as it considers appropriate in any particular case. If the Exchange
requires such information, it shall inform the applicant in writing of the additional
information required.
CONTENTS OF PROSPECTUS
3.1 SHARES
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businesses, a brief description of such businesses and its future
prospects. The Entity should also provide the opinion of experts on the
valuation of the acquisition where applicable.
Nature and classification of the shares for which admission is sought and a
description of the rights of holders of such shares, in particular the voting
rights, entitlement to share in the profits and, in the event of liquidation, in any
surplus and any other special rights.
3.1.4 CONSIDERATION
A statement that the consideration for which the shares are to be issued is
fair and reasonable to the Entity and to all existing shareholders as required
by the Companies Act.
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unions and details of any significant agreements entered into between
the labour unions and the Entity.
3.1.8 DIRECTORS
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3.1.9 STATED CAPITAL
a. Details of all classes of shares issued for the two (02) years
preceding the date of the prospectus, such as dates of allotment,
consideration received per share, number of shares issued.
3.1.10 MANAGEMENT
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the senior management team during the last completed
financial year.
(ii) An estimate of the aggregate emoluments including bonus
and/or profit sharing payments payable to the Chief
Executive Officer and the senior management team for the
current financial year.
(iii) Summarised profit and loss account and balance sheet for the
five years preceding the date of the Application stating the
Accounting Policies adopted by the Entity certified by the
Auditors. Qualifications carried in any of the Auditors Reports
covering the period in question and any material changes in
Accounting Policies in the relevant period should be
disclosed.
If the review of the listing application takes longer than usual due to any
reason whatsoever, the Exchange reserves the right to require such
financial statements to be made up to a more recent date.
(i) A statement showing the forecast profit and loss account and
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balance sheet for a three (03) year period together with the
assumptions and risk factors on which such statements are
based,
or
(ii) A sector study including the details of how the Entity intends
positioning itself in the market stating assumptions and risk
factors.
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3.1.16 CORPORATE GOVERNANCE PRACTICES
a. DIRECTORS
b. REMUNERATION COMMITTEE
c. AUDIT COMMITTEE
a. A reasonable time (being not less than fourteen days) during which
and a place in Colombo at which the following documents (or copies
thereof) where applicable may be inspected:
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(i) Articles of Association
(ii) Material contracts and management agreements or in the
case of contracts not reduced into writing a Memorandum
giving full particulars thereof.
(iii) Reports, letters, valuations and statements by any expert
any part of which is extracted or referred to in the
prospectus.
(iv) The audited accounts of the Entity for five (05) financial
years immediately preceding the publication of the
prospectus, as applicable.
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3.1.21 DECLARATIONS
"This Prospectus has been seen and approved by the directors of the
Entity and they collectively and individually accept full responsibility for
the accuracy of the information given and confirm that provisions of
the CSE Listing Rules and of the Companies Act No. 07 of 2007 and
any amendments to it from time to time have been complied with and
after making all reasonable enquiries and to the best of their
knowledge and belief, there are no other facts the omission of which
would make any statement herein misleading or inaccurate. Where
representations regarding the future performance of the Entity have
been given in the Prospectus, such representations have been made
after due and careful enquiry of the information available to the Entity
and making assumptions that are considered to be reasonable at the
present point in time in the best judgement of the directors."
A statement by the Entity managing the issue that to the best of its
knowledge and belief the Prospectus constitutes full and true
disclosure of all material facts about the issue and issuer; and where
appropriate, it has satisfied itself that profit forecasts have been stated
by the directors after due and careful enquiry.
"An application has been made to the Colombo Stock Exchange for
permission to deal in and for a listing for all securities in a particular
class issued by the Entity and those Securities of the same class
which are the subject of this issue. Such permission will be granted
when the shares are listed on the Colombo Stock Exchange. The
Colombo Stock Exchange assumes no responsibility for the
correctness of any of the statements made or opinions expressed or
reports included in this prospectus. Listing on the Colombo Stock
Exchange is not to be taken as an indication of the merits of the Entity
or of the Securities issued”
3.2 DEBT
CONTENTS
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Prospectus.
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payable, if any, for goodwill, any relationship of the Entity with the
seller and any other material information regarding the acquisition.
Nature and classification of the other debt securities in issue as at the date of
this prospectus and a description of the rights of holders of such debt
securities, in particular entitlement in the profits and, in the event of
liquidation, in any surplus and any other special rights.
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e. Degree of dependence on key customers and suppliers.
3.2.9 DIRECTORS
3.2.10 MANAGEMENT
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(i) petition under any bankruptcy laws filed against such
person or any partnership in which he was a partner or any
corporation of which he was an executive officer.
(ii) such person was convicted for fraud, misappropriation or
breach of trust or any other similar offence which the
Exchange considers a disqualification.
(iii) or an appropriate negative statement.
Any conflict of interests which may arise between the Trustee/its directors and
the applicant Entity shall be disclosed in the Prospectus.
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If the review of the listing application takes longer than usual due to any
reason whatsoever, the Exchange reserves the right to require the financial
statements to be made up to a more recent date.
b. In the event the issue is not underwritten and the issue is under
subscribed, the prospectus shall specify consequences of such
under subscription and what action the issuer will take in this
connection.
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(v) The audited accounts of the Entity for each of the five (05)
financial years immediately preceding the publication of the
prospectus, as applicable.
d. The amount, if any paid within the two preceding years or payable as
commission (but not including commission to sub-underwriters) for
subscribing or agreeing to subscribe or procuring or agreeing to
procure subscriptions, for any shares in or debentures of the
company, or the rate of any such commission.
e. Any amount or benefit paid or given within the two preceding years or
intended to be paid or given to any promoter and the consideration for
the payment or the giving of the benefit (as applicable).
3.2.18 DECLARATIONS
"This Prospectus has been seen and approved by the directors of the
Entity and they collectively and individually accept full responsibility for
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the accuracy of the information given and confirm that provisions of
the CSE Listing Rules and of the Companies Act No. 07 of 2007 and
any amendments to it from time to time have been complied with and
after making all reasonable enquiries and to the best of their
knowledge and belief, there are no other facts the omission of which
would make any statement herein misleading or inaccurate. Where
representations regarding the future performance of the Entity have
been given in the Prospectus, such representations have been made
after due and careful enquiry of the information available to the Entity
and making assumptions that are considered to be reasonable at the
present point in time in the best judgement of the directors."
A statement by the Entity managing the issue that to the best of its
knowledge and belief the Prospectus constitutes full and true
disclosure of all material facts about the issue and issuer; and where
appropriate, it has satisfied itself that profit forecasts have been stated
by the directors after due and careful enquiry.
"An application has been made to the Colombo Stock Exchange for
permission to deal in and for a listing for all securities in a particular
class issued by the Entity and those Securities of the same class
which are the subject of this issue. Such permission will be granted
when the Securities are listed on the Colombo Stock Exchange. The
Colombo Stock Exchange assumes no responsibility for the
correctness of any of the statements made or opinions expressed or
reports included in this Prospectus. Listing on the Colombo Stock
Exchange is not to be taken as an indication of the merits of the Entity
or of the Securities issued”.
a. Name
b. Qualifications
c. Experience
d. Directorships on other Boards
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3.3.3 CAPITAL STRUCTURE
a. Details of all classes of shares issued for the two years preceding
the date of the Introductory Document such as dates of allotment,
consideration received per share and the number of shares issued.
3.3.5 MANAGEMENT
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b. Brief account of the business experience of the Chief Executive
Officer including the principal business of any enterprise in which such
occupation or employment was carried out.
(i) petition under any bankruptcy laws filed against such person
or any partnership in which he was a partner or any
corporation of which he was an executive officer.
(ii) such person was convicted for fraud, misappropriation or
breach of trust or any other similar offence which the
Exchange considers a disqualification.
(iii) or an appropriate negative statement.
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3.3.8 DECLARATION BY THE DIRECTORS
This Introductory Document has been seen and approved by the directors of
the Entity and they collectively and individually accept full responsibility for the
accuracy of the information given and confirm that after making all reasonable
enquiries and to the best of their knowledge and belief, there are no other
facts the omission of which would make any statement herein misleading or
inaccurate.
a. DIRECTORS
b. REMUNERATION COMMITTEE
c. AUDIT COMMITTEE
In the event of issue of Debt Securities, any conflict of interests which may arise
between the Trustee/its directors and the applicant Entity shall be disclosed in
the Introductory Document.
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APPENDIX 3A
Table of Contents
Offer at a Glance
Details of the Offer
Key Terms of the Debentures
Risks, Benefits
Use of the Proceeds
Company – the Business, corporate structure, future strategies,
Graphs
Directors, Senior Managers, and their remuneration
Financial Information
Taxation
Debenture Trust Deed
Additional Information
- Important Contracts, Dividend Policy,
Major Shareholders, Material litigation
Statutory Requirements
Glossary of Terms
Appendix - Notes to Financial Statements
Application Form
Application process
Corporate Information
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APPENDIX 3B
MINIMUM CONTENT OF A TRUST DEED
Description of Debentures
- The key features of the Debentures constituted by the Trust Deed
including the Debenture types, issue price, face value, rate of interest,
maturity date or redemption schedule, and the interest payment date.
- Whether Debentures are secured or unsecured and if secured, the
nature of the security.
- The ranking of the Debenture holders amongst all other Debenture
holders and as against all other obligations of the Applicant Entity.
- Other features embedded to the Debentures [i.e. Any Options (Put/Call)
attached to the Debentures].
- The Trust Deed shall provide for a covenant by the Applicant Entity to
submit to the Trustee the interim financial statements (unaudited) and
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the audited financial statements within a stipulated timeframe and all
published financial and other information, which is normally provided to
ordinary shareholders at the time that it is sent to the shareholders.
- The Trust Deed shall provide for a covenant by the Applicant Entity to
submit to the Trustee a certificate in writing that the interest and the
principal amount has been paid to the Debenture holders in accordance
with the terms or conditions of the Debentures and provisions of the
Trust Deed, immediately upon such payments become due.
- The Trust Deed shall provide for a covenant by the Applicant Entity to
submit to the Trustee within one month after the end of every quarter, a
certificate that the Entity has complied with each and all of the
covenants with the details required below.
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extent of the liability assumed during the quarter and the extent
of the liability at the end of the quarter;
(viii) Whether or not there has been any change in any accounting
method or method of valuation of assets or liabilities of the
Applicant Entity;.
(ix) Whether or not any circumstances have arisen which render
adherence to the existing method of valuation of assets or
liabilities of the Applicant Entity misleading or inappropriate;
(x) Any substantial change in the nature of the Applicant Entity's or
the Guarantor's business (where applicable) since the issue of
the Debentures;
(xi) Whether or not any action has been taken by the Board of
Directors of the Applicant Entity in terms sections 219 and 220
of the Companies No. 7 of 2007 during the quarter.
- The Trust Deed shall provide for a covenant to ensure that, in the event
the Applicant Entity creates a charge, the Entity shall submit to the
Trustee the written details of the charge within 21 days after it is
created. Where the amount to be advanced on the security of the
charge is indeterminate, the Entity shall submit to the Trustee the
written details of the amount of each claim, within 5 market days from
the date the claim is made.
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Other Covenants by the Applicant Entity
- The Applicant Entity shall at all times carry on and conduct its affairs in
a proper and appropriate manner.
- The Applicant Entity shall immediately provide a copy of the Trust Deed
to the Debenture holders, on request.
- The Applicant Entity shall at all times maintain records all of its
published information and make them available for inspection by the
Trustee and the Debenture holders.
- The Applicant Entity shall:
(i) at all times maintain a correct Register of Debenture holders
including the names and addresses of all Debenture holders, the
number and value of Debentures held by each Debenture
holder, the date of issue of Debentures, the date on which each
Debenture holder became registered as the holder and the date
on which he ceased to be so registered.
(ii) permit the Trustee and the Debenture holders at all reasonable
times to inspect the Register of Debenture Holders and to take
any copies thereof, upon the payment of a reasonable copying
and administration fee as may be determined by the company.
- The Applicant Entity shall submit to the Trustee any information which
the Trustee may require in order to discharge its duties and obligations
as Trustee under the Trust Deed relating to the Applicant Entity’s affairs
to the extent permitted by law and the Listing Rules.
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to the terms or conditions of the Debentures and the provisions of the
Trust Deed.
In any of the events above, the Trustee at its discretion may, and if so
requested in writing by the Debenture holders of at least one fifth in nominal
value of the Debenture outstanding or if so directed by a Special Resolution
of the holders, shall give notice to the Applicant Entity that Debentures
become immediately due and payable at their principal amount, together
with accrued interest as provided in the Trust Deed.
Enforcement of obligations
- The manner of enforcing obligations shall be described in the Trust Deed.
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or officer was competent to give or make the certificate, report or
statement.
(ii) Trustee shall give notice in writing to the Debenture holders as soon
as practicable if the Applicant Entity or Guarantor (where applicable)
fails to remedy any breach of terms and conditions of the
Debentures or the provisions/covenants of the Trust Deed.
(iii) where an event of default has occurred and is continuing to occur,
the Trustee shall exercise such rights and powers vested in it by the
Trust Deed and use a reasonable degree of skill and diligence in
exercising such powers.
(iv) Trustee shall, in the event the Applicant Entity or the Guarantor
(where applicable) fails to remedy any breach of terms and
conditions of the Debentures or the provisions/covenants of the
Trust Deed:
call a meeting of the Debenture holders with notice to the
Applicant Entity;
inform the Debenture holders of the failure at the
meeting; and
submit proposals for the protection of the Debenture
holders’ interests or call for proposals from the
Debenture holders at the meeting as the Trustee
considers necessary or appropriate and obtain their
directions.
(v) Trustee shall give notice in writing to the Applicant Entity as soon as
practicable if the Trustee discovers that it is not eligible to be
appointed or to act as Trustee.
(vi) The matters which are within the powers of the Trustee, the Trustee
may decide without reference to the Debenture holders.
(vii)Where there is a breach by the Applicant Entity of the terms and
conditions of the Debentures and the provisions of the Trust Deed,
the Trustee may authorize or waive such breach where the Trustee
is authorized to do so by resolution of a stipulated majority of the
Debenture holders.
(viii)The Trustee may appoint a person to chair the meeting of
Debenture holders. If the Trustee does not exercise this power, the
Debenture holders present at the meeting may appoint a person to
chair the meeting.
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enables a meeting of debenture holders to approve the
release of the Trustee from liability for something done or
omitted to be done before the release is given.
Such release will be effective when approved by Debenture
holders if the Debenture holders who vote for the resolution
represent 75% of the nominal value of the Debentures.
- A Trustee is not liable for anything done or omitted to be done in
accordance with a direction given to the Trustee by the Debenture holders
at any meeting called.
Meeting
- The Trust Deed shall contain provisions for setting out the notice period for
the meeting of Debenture holders
- The Trust Deed shall contain provisions which states that the meetings may
be convened at the request of the Applicant Entity, Trustee or Debenture
holders of at least one fifth in nominal value of the Debentures outstanding
or an agreed percentage of Debenture holders to consider any matter
affecting their interest.
- There shall be a quorum requirement for the transaction of business at the
meetings. The quorum for the passing of special resolutions shall be
explicitly stated.
Others
- The Applicant Entity to be responsible for paying any stamp duty and other
similar duties or taxes on or in connection with the Trust Deed or
Debentures (if applicable)
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SECTION 4
FUNDS
Listing of units of closed-end Funds (Funds) are dealt with under the following
main headings:
To be eligible for listing units of a Fund, the Fund shall meet the following
requirements:
b. the listing should be for all that class of units in respect of which the
listing is sought.
d. should have a minimum fund size of at least Rs. Twenty Five Million
(25 Mn.).
f. The Trust Deed shall include the provisions set out in Section 6 of
the Listing Rules of the Exchange (as applicable).
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(i) Certified copy of the license issued by the SEC to the
Managing Company to set up/manage the Fund for which
application is made.
(iii) A copy of the Trust Deed approved by the SEC with any
amendments made thereto.
Upon the units of a Fund are listed, the Managing Company will be required
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to observe the following continuing listing requirements:
a. The Managing Company shall notify the Exchange monthly, the Net
Asset Value of a unit, to be disseminated to the market.
The ‘XD’ date shall be the 8th Market Day prior to the date of dispatch
of the dividend payment.
c. In addition to the matters set out in Rule 27 of Unit Trust Code 2004,
include the following in the Fund’s annual report and accounts:
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October 7 2010 - 51 -
imposed by the constituent documents of the Trust, the SEC
Act, the Explanatory Memorandum, the Unit Trusts Code
and any directive issued by the SEC from time to time;
The Entity shall give to the Exchange thirty five (35) copies
of the annual report in printed form and one (1) copy in a
CD-ROM.
(vii) The Managing Company shall pay Fees as set out in Section
10 of these Rules.
Upon payments being made, the Managing Company shall file with the
Exchange a declaration signed by the Managing Company and the Trustee
of the Fund confirming that they have complied with the Rules of the Unit
Trust Code 2004 and the Trust Deed in performing its obligations to the
holders of units with regard to the distribution of the proceeds of the
realization of the Fund, and request the Exchange to cancel the units listed
in the Exchange and the entries in the CDS.
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SECTION 5
b. Listing for a class of shares not already listed on the Exchange shall
be in terms of this Section.
c. where the application is for Other Class of Shares, the total value of all
the Other Classes of Shares issued at any given time (as set out in
the latest balance sheet of the Entity), whether listed or unlisted
(including the Other Class of Shares for which the application is
made), shall not exceed fifteen percent (15%) of the Entity’s
Shareholders Funds.
(For the purposes of this Rule ‘Shareholder Funds’ shall mean stated
capital and the reserves of the Entity).
(For the purpose of Rules 5.1.2 – 5.9 of Section 5, reference to ‘shares’ shall
include both shares and Other Class of Shares).
f. share swaps;
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g. scrip dividends (applicable Rules are set out in Section 7 of the
Rules)
a. The Entity shall obtain shareholder approval for the Rights Issue of
shares at a General Meeting.
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prescribed by Section 10 of the Rules.
h. TRADING OF RIGHTS
Trading of rights shall commence on the fourth (4th) Market Day
from and excluding the date of dispatch of Letters of Provisional
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Allotment. Such trading shall continue throughout the period of
renunciation to the CDS.
i. BANKING OF CHEQUES
If the applicant has provided accurate and complete details of his bank
account in the application, the Entity shall make such refund
payments to the bank account specified by the applicant, through Sri
Lanka Inter Bank Payment System (SLIPS) and a payment advice
shall be issued to the applicant.
If the applicant has not provided details of his bank account in the
application, the Entity shall make such refund payments to the
applicant by way of a cheque.
l. DECLARATION TO EXCHANGE
In the event the Board of Directors of an Entity does not utilize the
funds raised through a Rights Issue for the objective/s approved by
the shareholders and decides to utilize the funds for another
objective/s, the Entity shall make an announcement to the
Exchange of this decision and shall obtain shareholder approval at
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a General Meeting.
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Association of the Entity.
(iii) The Notice of General Meeting, if approval of the shareholders
is required to capitalize Reserves in terms of the Articles of
Association of the Entity.
(iv) a copy of the Board Resolution certified by the Company
Secretary recommending the issue and the listing of the
shares arising from such capitalization and confirmation by the
Board that in its opinion the consideration for which the shares
are to be issued is fair and reasonable to the Entity and to all
existing shareholders.
(v) Where the distribution requires the approval of the
shareholders of the Entity, an extract of such Article certified to
be a true copy by the Company Secretary.
(vi) The relevant fee payable to the Exchange as set out in
Section 10 of the Listing Rules.
The Entity shall not announce the dates for the issue of shares
resulting from the capitalization of reserves until the issue and listing
of shares is approved by the Exchange, in principle.
f. ‘XC’ PERIOD
The Entity’s shares shall trade ‘XC’ from the Market Day after the
date of allotment until the date of completion of direct upload of
shares to the respective shareholders’ CDS Accounts.
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from and excluding the date of allotment and dispatch the share
certificates to the respective shareholders within seven (07) Market
Days from and excluding the date of allotment.
h. SOLVENCY CERTIFICATE
c. The entity shall not issue shares through a private placement during
the 24 month period immediately following such issue of shares.
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immediately upon such decision being made.
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October 7 2010 - 60 -
- the price or the minimum price at which such issue will
take place. The circular shall state that the directors
have resolved that the price for which the shares are
issued is fair and reasonable to the Entity and to all
existing shareholders as required by the Companies
Act.
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The application shall contain the following:
(i) The Board Resolution authorizing the issue and listing of the
shares, certified by the Company Secretary.
The Listed Entity shall follow the procedure set out in Rule 2.4 of
Section 2 of the Rules, pertaining to an Initial Public Offering.
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General Meeting”.
b. PROCEDURE
C. APPROVAL
The Exchange requires the following documentation for the
approval, in principle, for the issue and listing of shares arising out
of the Share Ownership or Option Plan:
(i) The Board Resolution authorizing the issue and listing of the
shares, certified by the Company Secretary.
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(iv) A circular to shareholders setting out details of the scheme
including the information as set out in Rule 5. 6. b (i) and (ii)
above and information relating to allotment, pricing and
funding and the benefit of such scheme to the shareholders
and to the Entity. The circular must receive the prior approval
of the Exchange. The circular shall state that the directors
have resolved that the price for which the shares are to be
issued throughout the period of the scheme is fair and
reasonable to the Entity and to all the shareholders as
required by the Companies Act.
(v) Fee payable to the Exchange for the listing as set out in
Section 10 of the Rules.
d. SUBSEQUENT LISTING
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(i) The Board Resolution authorizing the share swap, the issue
and listing of the shares, certified by the Company
Secretary.
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Applicable rules are set out in Section 7 of the Rules.
(iii) fee payable to the Exchange for the listing as set out in
Section 10 of the Rules.
A Warrant is a Security that gives the holder the right to buy a given
quantity of the underlying asset at a pre-determined price (exercise price),
on or before the expiry date.
(i) Warrants may be listed only if the applicant Entity’s shares are listed
on the Exchange.
(ii) The Entity must maintain, at the time the Board of Directors decides to
issue Warrants, a Public Holding of 25% for shares listed on the Main
Board and 10% for shares listed on the Diri Savi Board.
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(iv) The tenure of the Warrants for which the application is made shall
not exceed two (2) years from the date of issue.
(iv) the purpose for which the proceeds of the issue are to be utilized;
The Entity shall submit the following documents to the Exchange within
seven (7) Market Days, from and excluding the date of announcement.
(i) The listing application in conformity with Appendix 5A of the Rules.
(ii) A circular to shareholders in conformity with Rule 5.10.4 below.
(iii) An extract of the Article which specifically permits the Entity to issue
new shares or sets out the method by which the Entity is authorised to
issue the new shares (upon conversion of the Warrants), without such
shares being offered pro-rata to the holders of the shares already in
issue as required in terms of Section 53(1) of the Companies Act
certified by the Company Secretary to be a ‘true copy’.
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prescribed by Section 10 of the Rules.
5.10.4 The circular referred to in Rule 5.10.3 (ii) above shall include –
(i) The number of Warrants to be issued and the price at which such
issue will take place
(ii) The amount payable on the exercise of the Warrants (exercise
price)
(iii) The maximum number of shares which would be issued on exercise
of the Warrants.
(iv) The purpose for which the proceeds of the issue are to be utilized
including the use of future proceeds arising from the exercise of the
Warrants
(v) Benefits to the shareholders and to the Entity arising from the issue
(vi) A statement that the exercise price of the Warrants is fair and
reasonable to the Entity and to all existing shareholders as required
by the Companies Act.
(vii) Any adjustments to the exercise price, and, where appropriate, the
number of Warrants, in the event of Rights Issues, issue of shares
by way of capitalization of reserves etc.
(viii) The expiry of the Warrants and notice of expiry to be sent to all
holders of the Warrants at least one (1) month before the expiration
date
(ix) The period during which the Warrants may be exercised
(x) The rights (if any) of the Warrant holders to participate in any
distributions and/or offers of further Securities made by the Entity.
(xi) The rights of the Warrant holders on the liquidation of the Entity
5.10.6 APPROVAL, IN PRINCIPLE, OF THE EXCHANGE FOR THE SHARES ARISING FROM
CONVERSION OF WARRANTS
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conversion, certified by the Company Secretary
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October 7 2010 - 69 -
APPENDIX 5A
Dear Sir:
…(Name of Entity) … Limited hereby apply for a listing for the under mentioned
Securities issued by this Listed Entity and agree and undertake, in the event the
application is accepted to conform to the Rules of the Colombo Stock Exchange and
any amendments or replacements that may be made thereto from time to time.
Given under the Common Seal of the Entity this ……. day of ……in the presence
of
…………………..
(Name) Director
……………………..
(Name) Director/Secretary
or,
Signed by the duly authorized signatories of the Entity on this ….. day of ………
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APPENDIX 5B
1. A statement that the Board has resolved that in its opinion the
consideration for which the Securities are to be issued is fair and
reasonable to the Entity and to all existing shareholders, as required by the
Companies Act.
2. The objective/s for which the proceeds of the issue will be utilized.
3. the high, low and last traded price of the Security during the preceding
three months
4. Name and details of the Underwriter and in the event the issue is not
underwritten and the issue is under subscribed, specify the action the Entity
intends to take in order to fulfill the purpose of the Rights Issue.
5. Declarations:
a) If you are in any doubt as to the action you should take, you
should consult your stockbroker or other professional adviser
immediately.
b) Approval, in principle, has been obtained from the Colombo Stock
Exchange to issue and list the new Securities.
c) Trading of the “Rights” shall commence on the fourth (4th) Market Day
from and excluding the date of dispatch of letters of provisional
allotment. Such trading shall continue throughout the period of
renunciation to the CDS.
d) The listing of the Securities by the Colombo Stock Exchange will in
no way be reflective of the merits of the issue. The Colombo Stock
Exchange assumes no responsibility for the correctness of any of
the statements made, opinions expressed or reports included.
e) The Directors of the Entity collectively and individually accept full
responsibility for the accuracy of the information given and confirm,
having made all reasonable enquiries, that to the best of their
knowledge and belief that there are no other facts the omission of
which would render any statement in the Circular misleading.
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APPENDIX 5C
DECLARATION
1. All documents required in terms of the Companies Act to be filed with the
Registrar General of Companies in respect of the issue of …….(Type of
Securities issued) have been duly filed by the Listed Entity and that all other
legal requirements in connection with the issue of its Securities have been
complied with.
4. Securities for which a listing is to be granted are in all respects identical with
those of the same class already listed.
5. The direct uploads to the Central Depository System have been completed
and that the share/Security certificates have been/will be posted on …..
(date).
6. The proceeds of the issue will be duly utilized for the objectives for
which such proceeds were raised in terms of the circular to
shareholders in respect of this issue.
7. There is no other fact bearing on the Listed Entity's application for listing which
should be disclosed to Colombo Stock Exchange.
We agree and undertake to comply with the Rules of the Exchange and any
amendments that may be made thereto from time to time.
Given under the Common Seal of the Entity this ……. day of ……in the presence
of
…………………..
(Name) Director
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……………………..
(Name) Director/Secretary
or,
Signed by the duly authorized signatories of the Entity on this ….. day of ………
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SECTION 6
2. NOTICES
b. Any member whose registered address is not within Sri Lanka may
name an address within Sri Lanka which for the purpose of notice,
shall be considered as his registered address.
3. JOINT SHAREHOLDING
The Company shall not register more than three persons as Joint holders
(including the principal holder) of any shares (except in the case of executors,
administrators or heirs of a deceased member).
B. TRUST DEED
The Trust Deed pertaining to a Fund, the units of which are listed / sought to be
listed on the Exchange shall contain the following provision:-
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TRANSFER AND REGISTRATION OF UNITS
Notwithstanding any provision in this Trust Deed suggesting the contrary, units of a
Fund listed on the Colombo Stock Exchange shall be freely transferable and
registration of the transfer of such units shall not be subject to any restriction, save
and except to the extent required for compliance with statutory requirements.
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SECTION 7
All Entities whose Securities are listed on the Exchange shall comply with these
Rules and such additional Rules as may be introduced from time to time at the
discretion of the Exchange.
All Entities whose securities are listed on the Exchange, whether or not such listing
has taken place prior to these Rules shall, where applicable, be bound by these
Rules and such additions, variations etc. made from time to time.
It is the duty of the board of directors of every Entity whose Securities are listed to
ensure that all the Rules of the Exchange are met on a continuing basis so long as
the Securities of such Entity remain on the Exchange.
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(viii) a certified copy of the certificate signed by the board of
directors of the Entity to the effect that the Entity is able to
satisfy the Solvency Test immediately after the dividend
distribution, with an undertaking that the Entity shall forward
to the Exchange a certified copy of the certificate of solvency
issued by a firm of auditors.
The 'XD' date shall be the seventh (7th) Market Day excluding the
date of the announcement.
The Entity shall promptly notify the Exchange of the date of dispatch
of the dividend payment.
f. Solvency Certificate
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g. Dividend distribution by way of a scrip dividend
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The 'XD' date shall be the Market Day immediately following the
date of allotment.
7.2 RESOLUTIONS
a. (i) A Listed Entity shall give to the Exchange for public release, an
Interim Financial Statement prepared on a quarterly basis
(hereinafter referred to as ‘Financial Statements’), as soon as the
figures have been approved by the board of directors of the Entity
and in any event not later than forty five (45) days from the end of
the first, second and third quarters and two (2) months from the
end of the fourth quarter.
(ii) Where the Securities are listed on the Diri Savi Board, a Listed
Entity shall give to the Exchange for public release, an Interim
Financial Statement prepared on a half yearly basis (hereinafter
referred to as ‘Financial Statements’), as soon as the figures have
been approved by the board of directors of the Entity and in any
event not later than two (2) months from the end of the half year.
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(iii)The Entity shall give to the Exchange the Financial Statements in
a CD-ROM as an unprotected PDF document (uncompressed
without any pictures or logos) as well as a signed copy of the
Financial Statements.
b. A Listed Entity shall ensure that the Financial Statements fulfill the
following requirements;
(i) comply with the Sri Lanka Accounting Standards (SLAS) 35 and
include group and company results separately in the case of a
Holding Company.
(ii) include the additional notes and ratios as set out in Appendix 7B to
the Rules.
(Please refer CSE Circular No. 03/2009 dated 18th March 2009 for transition
provisions relating to submission of Annual Report).
a. A Listed Entity shall ensure that the annual report is issued to the
Entity’s shareholders and given to the Exchange within a period not
exceeding five (05) months from the close of the financial year of the
Listed Entity. The Audited Financial Statements shall be published in
accordance with the Sri Lanka Accounting Standards.
(i) the Listed Entity shall provide a printed copy of the annual
report to a shareholder upon such shareholder’s request in
writing;
(iii) the Listed Entity shall ensure that a printed copy of the
annual report is forwarded to the shareholder requesting the
annual report, within eight (8) Market Days from the date of
receipt of the request;
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(iv) the Listed Entity shall designate a person/s to answer
queries from shareholders relating to the use of the CD-
ROM;
(v) together with the CD-ROM the Listed Entity shall issue a
note to the shareholders containing the following
statement/information:
c. The Entity shall give to the Exchange thirty five (35) copies of the
annual report in printed form and one (1) copy in a CD-ROM.
The Entity shall send the annual report to the Exchange after the
close of trading but not later than 17:00 hours.
A Listed Entity must include in its annual report and accounts, inter alia;
i) Names of persons who during the financial year were directors of the
Entity.
ii) Principal activities of the Entity and its subsidiaries during the year and
any changes therein.
iii) The names and the number of shares held by the 20 largest holders
of voting and non-voting shares and the percentage of such shares
held.
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v) A statement of each director’s holding and Chief Executive Officer’s
holding in shares of the Entity at the beginning and end of each
financial year.
1-1000 shares
1,001-10,000 shares
10,001-100,000 shares
100,001-1,000,000
shares
EQUITY
1. Dividend per share
2. Dividend pay out
3. Net asset value per share
4. Market value per share
- highest and lowest values recorded during the financial year
- value as at the end of financial year
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5. The market prices & yield during the year
(ex interest)
-Highest Price
-Lowest price
-Last traded price
(as at dd/mm/yy)
6. Any changes in credit rating (for the Entity or any other
instrument issued by the Entity), if applicable.
xii) Significant changes in the Entity’s or its subsidiaries’ fixed assets
and the market value of land, if the value differs substantially from
the book value;
xiii) If during the year the Entity has raised funds either through a public
issue, Rights Issue, and private placement;
a. a statement as to the manner in which the proceeds of such
issue has been utilized.
b. if any shares or debentures have been issued, the number,
class and consideration received and the reason for the issue;
and,
c. any material change in the use of funds raised through an
issue of Securities.
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For the purpose of Rule 7.6 (xvi):
‘Related Party’ shall have the same meaning as defined in Sri Lanka
Accounting Standard 30 (Revised 2005) - Related Party Disclosures.
The entities shall inform the CDS as and when a report is lodged with the
Entity on any loss of certificates or when the Entity discovers a forgery in a
certificate of the Entity.
Compliance
a. A Listed Entity shall publish in the annual report relating to the
financial year commencing on or after 01st April 2007 a statement
confirming that as at the date of the annual report they are in
compliance with the Corporate Governance Rules and if they are
unable to confirm compliance, set out the reasons for its inability to
comply.
b. A Listed Entity shall comply with these Corporate Governance Rules
with effect from the financial year commencing on or after 01st April
2008 and the annual report must contain the relevant affirmative
statements.
c. Where a Listed Entity is required by any law applicable to such
Listed Entity to comply with rules on Corporate Governance
promulgated under such law, the board of directors of the Exchange
may exempt such Listed Entity from the requirement to comply with
these Corporate Governance Rules either in full or in part.
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Such Listed Entity shall make disclosures of compliance with
Corporate Governance Rules applicable to that sector and the
annual report must contain the relevant affirmative statements.
c. Any change occurring to this ratio shall be rectified within ninety (90)
days from the date of the change.
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d. Upon appointment of a new director to its board, the Entity shall
forthwith provide to the Exchange a brief resume of such director for
dissemination to the public. Such resume shall include information
on the matters itemized in paragraphs (a), (b) and (c) above.
Subject to Rule 7.10.3 (a) and (b), a non-executive director shall not
be considered independent if he/she:
a. has been employed by the Listed Entity during the period of two
years immediately preceding appointment as director;
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h. Has a Material Business Relationship or a Significant Shareholding
in another company or business,
a. COMPOSITION
The remuneration committee shall comprise;
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instances where an Entity has only two directors on its
Board);
or
In a situation where both the parent company and the subsidiary are
‘listed Entities’, the remuneration committee of the parent company
may be permitted to function as the remuneration committee of the
subsidiary.
b. FUNCTIONS
The annual report should set out the names of directors (or persons
in the parent company’s committee in the case of a group company)
comprising the remuneration committee, contain a statement of the
remuneration policy and set out the aggregate remuneration paid to
executive and non-executive directors.
The Term “remuneration” shall make reference to cash and all non-
cash benefits whatsoever received in consideration of employment
with the Listed Entity. (excluding statutory entitlements such as
Employees Provident Fund and Employees Trust Fund).
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a. COMPOSITION
or
In a situation where both the parent company and the subsidiary are
‘listed Entities’, the audit committee of the parent company may
function as the audit committee of the subsidiary.
However, if the parent company is not a Listed Entity, then the audit
committee of the parent company is not permitted to act as the audit
committee of the subsidiary. The subsidiary should have a separate
audit committee.
b. FUNCTIONS
Shall include,
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(v) To make recommendations to the board pertaining to
appointment, re-appointment and removal of external
auditors and to approve the remuneration and terms of
engagement of the external auditors.
A Listed Entity may re-purchase its own shares as set out in the
Companies Act and in compliance with the following procedure:
c. Where a shareholder does not accept the offer or accepts the offer
only in part, the Entity is permitted to re-purchase additional shares
from any shareholder. In the event the number of such additional
shares exceeds the maximum number of shares that the entity is
willing to re-purchase, the number of additional shares shall be
reduced on a pro- rata basis.
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e. (i) The circular to shareholders shall include:
1. the price at which the shares are to be purchased,
2. the maximum number of shares to be re-purchased,
3. opening and closing dates of the offer with clear
instructions as to the procedure for acceptance, and;
4. the date of payment.
with a Form for Acceptance attached to the circular.
(ii) At the close of the offer period the Entity shall make the
payment due on the shares in respect of all Acceptances
received up to the date of closing, within ten (10) Market Days
from the date of closing the offer (excluding the date of closing
the offer).
(iii) Acceptees/Offerees shall be entitled to interest (as defined) on
payments not made within this period.
f. Upon payments being made the Entity shall file a declaration with
the Exchange confirming the following and make a request to the
Exchange to cancel the shares:
a. An Entity may redeem its shares where the terms of issue specified
such redemption as set out in the Companies Act.
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The Exchange shall make an announcement in the market.
The Entity shall disclose to the Exchange immediately upon the completion
of such purchase of shares, the total number of shares purchased, the
name/s of the persons from whom the shares were purchased, the name/s
of the person/s who purchased the shares (if applicable) and the
circumstances under which the shares had to be purchased.
In the event such shares are purchased by the Entity, upon payments being
made the Entity shall file a declaration with the Exchange confirming the
following and make a request to the Exchange to cancel the shares:
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APPENDIX 7A
SPECIMEN DECLARATION
b. I have been / have not been employed by the Listed Entity*, during the
period of two years immediately preceding my appointment as director of
the Entity.
d. I had / did not have during the period of two years immediately preceding
appointment as director, a Material Business Relationship with the Listed
Entity, directly or indirectly.
g. I have / have not served on the Board of the Listed Entity for a period
exceeding nine years from the date of the first appointment;
(i) in which a majority of the other directors of the Listed Entity are
employed or are directors; or
(ii) in which a majority of the other directors of the Listed Entity have
a Significant Shareholding or Material Business Relationship; or
(i) in which a majority of the other directors of the Listed Entity are
employed or are directors; or
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j. I have / do not have a Material Business Relationship or a Significant
Shareholding in another company or business,
(i) in which a majority of the other directors of the Listed Entity are
employed or are directors; and/or
…………………
(Sgd.)
……………….
Director
Date:
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APPENDIX 7B
a) Additional Notes
- The names and the number of shares held by the 20 largest holders
of voting and non-voting shares and the percentage of such shares
held
c) Entities listed on the Debt Securities Board should include the following in
the Interim Financial Statements (quarterly)
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Interest yield as at date Current Period
of last trade (dd/mm/yy)
Interest Rate of
comparable Government
security Current Period
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SECTION 8
CORPORATE DISCLOSURE
Refer Appendix 8A of the Rules for some events which are likely to
require immediate disclosure to the Exchange.
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8.2 ANNOUNCEMENT TO THE EXCHANGE
b. Content of Announcement:
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a. when immediate disclosure could prejudice the ability of the Entity to
pursue its corporate objectives or a bona fide transaction that is
contemplated.
b. when the facts are in a state of flux and a disclosure could be counter
productive and could mislead the public and the market.
c. when the Entity is holding negotiations with a third party and has not
reached an agreement in-principle on the relevant transaction.
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For the purposes of this Rule, an individual is connected with an Entity if, and
only if:-
or
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APPENDIX 8A
The following events, while not comprising a complete list of all the situations
which may require disclosure, are likely to require immediate disclosure (subject to
materiality):
5. any decision to change the stated capital of the Listed Entity including
reduction of stated capital, Rights Issues, issue of shares credited as fully
paid up by way of capitalization of reserves, redemptions, repurchases,
minority buy-outs by the Entity and issue of shares of a class which is not
already listed (irrespective of whether the company proposes or does not
propose to obtain a listing for such shares issued).
7. full details of any trade which amounts to 10% or more of the voting rights of
the Entity.
13. occurrence of any event which would result in the winding up of the Entity or
any of its subsidiaries or the appointment of a receiver or liquidator of the
Entity or any of its subsidiaries.
14. details of guarantees and sureties granted if the total exceeds 20% of the
Listed Entity’s net worth as per the Balance Sheet Value. Entities shall only
report those guarantees and sureties granted beyond the regular course of
business.
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15. alteration or amendment of the rights and privileges of any unlisted Securities
issued by the Entity.
17. any changes in the corporate purpose and any material alterations in the
Entity’s activities or the initiation of new activities.
18. any major transaction as defined in Section 185 of the Companies Act.
19. any decision to summon a meeting of the Board by a Director in the event of
insolvency in terms of Section 219 of Companies Act.
23. a labour dispute or dispute with sub-contractors or suppliers that will have a
material impact on the Entity
24. any investment that will have a material impact on the Entity
25. judicial or quasi judicial actions of any nature initiated by or against the Entity
which are of material importance
27. any occurrence of an event of default under the terms and conditions of any
issue of debentures, promissory notes, bonds or any other Security issued by
the Entity.
28. any acquisition of voting rights which results in the Entity becoming the
holding Entity.
29. Related Party transactions exceeding 10% of the Equity or 5% of the total
assets of the Entity as per the latest Audited Financial Statements,
whichever is lower.
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The details shall include, as a minimum:
‘Equity’ shall mean net assets of the Listed Entity excluding Preference
Shares issued by the Entity;
‘Related Party’ shall have the same meaning as defined in Sri Lanka
Accounting Standard 30 (Revised 2005) - Related Party Disclosures.
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SECTION 9
ENFORCEMENT
In the event of any violation and/or non-compliance with any of the Rules of
the Exchange by any Entity whose Securities are listed on the Exchange, the
Exchange shall transfer the Securities of such Entity to the “Default Board”
and may publicly reprimand such Entity and/or suspend trading of Securities
of such Entity for any period of time and/or delist the Entity from the
Exchange.
If an Entity fails to pay interest on the Debt Securities listed on the Exchange
on the ‘due date’ the Securities shall be transferred to the “Default Board”.
Prior to transferring the Securities of the Entity to the Default Board the
Exchange shall inform the Entity, in writing, of the default and that the
Securities of the Entity would be transferred to the Default Board.
The Securities shall be transferred out of the Default Board upon the Entity
complying with the relevant Listing Rules.
In the event the Security continues to be on the Default Board for a period in
excess of one (01) month, the Exchange, in consultation with the SEC, shall
have the right to issue a press notice informing the public of the nature of the
violation.
a. TRADING HALTS
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(iv) If the Exchange deems it necessary for the purpose of
disseminating information.
b. SUSPENSIONS
The SEC may at its sole discretion direct the Exchange to suspend
the Securities of any Listed Entity.
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SECTION 10
FEES
The fees set out in this Section do not include the Value Added Tax (VAT) or any
other taxes that are imposed by the Relevant Authorities.
10.1 EQUITY
The initial listing fee payable when the shares of an Entity are listed on
the Exchange shall be Rs.150,000/-.
Where the listing is for a further issue of shares of a class which is not
already listed the fee payable shall be Rs.50,000/-.
Listed Entities shall pay the annual listing fee to the Exchange on or
before the 15th day of February in each calendar year.
If the listing is granted during the year, the fee payable shall be pro-
rated.
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10.2 DEBT
The initial listing fee payable when the Debt Securities of an Entity are
listed on the Exchange shall be Rs.100,000/-.
An Entity which has listed its Debt Securities on the Exchange shall
pay an annual fee of Rs.50,000/- to the Exchange on or before the
15th day of February in each calendar year.
If the listing is granted during the year, the fee payable shall be pro-
rated.
10.3 FUNDS
When units of a Fund are listed on the Exchange the annual listing fee
payable by the Managing Company to the Exchange on or before the
15th day of February in each calendar year shall be Rs. 50,000/-.
If the listing is granted during the year, the fee payable shall be pro-
rated.
All entities whose Equity and Debt Securities are listed on the Exchange
shall pay to the CDS a service charge of Rs. 15/- for each transaction of its
Securities traded on the Exchange within 10 Market Days of the notification
by the CDS. Such service charge shall be for the clearing function provided
by the CDS.
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