3. Method of Issue & Timliness The only Method of Issue is that of the PROSPECTUS ISSUE through which an offer must be made to the public by or on behalf of a company at a fixed offer price. The following requirements apply to the issue:
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The draft Prospectus and other document of offer must be forwarded to the Exchange at least fourteen days before the date set out for publication;
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Unlike the Main Exchange publication of the approved prospectus can take the form of a submission to the Exchange and an upload to the JSE’s website. Prospectus will also be disseminated through lead brokers and selling agents. The prospectus must be published 14 days before the list is opened for subscription;
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Requirements for Details & Basis of Allotments: that is within three (3) days after closing of the list, the company shall deliver to the Stock Exchange a signed statement setting out the details and basis of allotment.
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List of Allottees: Within ten(10) days after allotment a list of allottees must be forwarded to the Exchange.
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Renunciation Letters/ Certificate of Allottees: Within ten (10) days after the closing of the list, renuncia tion letters/ certificates of allotment accompanied by refund of all monies received in excess of shares allotted, if any, must be forwarded to all allottees.
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Certificate to Allottees: Within thirty (30) days of the date of expiration of renunciation, definitive certificates must be ready for delivery to allottees.
4. Requirements for Listing Each eligible company must provide to the JSE: The following Shelf Documents, at least 21 days prior to the proposed initial admission date or as indicated below, each of which must be duly completed to the satisfaction of the JSE:
(vii) 3 copies of the Prospectus, in final form, no less than 2 days prior to the date of its intended publication in accordance with Rule 502 (2) (viii) Specimen certificate for the participating voting shares; (ix) Certified copies of the resolutions of both the Board of Directors and the original shareholders of the eligible company, in the form provided by Appendix 7, of the Junior Market Rules, approving the proposed initial admission and the Shelf Documents required therefore; (viii) Within 10 days after the allotment of the participating voting shares in the initial public offering, a list of participating voting shareholders certified by the company secretary, confirming the number of participating voting shares held by each such share holder, and the fact that such shares are fully paid; (ix) Payment of the applicable Junior Market Fees; and (x)
Evidence satisfactory to the JSE, that the eligible company has met any other requirements that may have been imposed by the JSE pursuant to these Rules
5. Annual Reports & Accounts For the purpose of transparency annual statutory audited, quarterly and annual report are required .
6. Listing Fees Charges for the listing of a company’s securities comprise an initial listing fee, an annual fee and supplementary fee which is 50% lower than comparable fees on the Main Exchange.
7. Delisting of Companies Suspension or delisting of a company’s securities from the Junior Market can occur for the following reasons:
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If the company fails to replace a mentor for more than 30 days after the resignation of mentor
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If the majority of directors fails to continue to meet the ‘fit and proper requirements’
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If the Stated Capital of the company increases above the $500 million maximum threshold required to be listed on the Junior Market.
(i) 2 original copies of the Admission Application; (ii) 2 original copies of the Admission Agreement; (iii) 2 original copies of the Declaration for Admission; (iv) 2 original copies of the Mentor Agreement; (v) In the case of the Initial Public Offering to be carried out for the purposes of initial admission: (vi) 3 copies of the Prospectus, in draft form, no less than 21days prior to the date of its intended publication in accordance with Rule 502(2)
JSE JUNI OR EXCHANGE
The JSE looks forward to having you on board. Please visit our website for further information www.jamstockex.com or email communications@jamstockex.com .
40 Harbour Street, Kingston 967--3271 Tel: 967 924--9090 Fax: 924 Website: www.jamstockex.com Email: communications@jamstockex.com
Jamaica Stock Exchange Junior Market Junior Markets globally allow investors to put capital into legitimate small and medium sized companies (SMEs) that are listed. The addition of the Junior Market represents an exciting & new opportunity for SMEs. One criteria for SME’s to be listed on the Junior Market is that they must have a stated capital of $50m-$500M. The Junior Market will also, allow SME’s to raise additional capital, investors to participate in the market and for the growth and development of the economy. The Jamaica Stock Exchange (JSE) has established a Junior Exchange which it believes will encourage domestic investment in Jamaica’s entrepreneurship, employment and economic development. The establishment of the Junior Market requires the collaborative efforts of the government through the Ministry of Finance & Planning and the relevant regulatory organization, the Jamaica Stock Exchange and other key stakeholders.
Enjoy up to 10 years Tax Holiday One of the main features of the Junior market is that of the Government agreeing to give appropriate tax incentives. These tax incentives are Allowable for a Period not exceeding ten (10) years from the date of listing on the JSE Junior Market. The methods of implementation are as follows:
⇒ A full income tax holiday for half of the Allowed Incentive Period after listing
⇒ A half income tax holiday for the second half of the Allowed Incentive Period
⇒ An exemption from tax on dividends or other distributions by Junior Markets However, if a company exceeds its maximum stated capital of J$ 500 million it is required to list on the main JSE Board. If the company delists within 15 years of being listed on the combined exchanges it will be required to repay to the Government the tax benefits enjoyed during this period.
How to List your Company on the Junior Market There are five primary areas of consideration which addresses the governance of the Junior Market which are highlighted below: 1. Junior Market Listed Companies General Re quirements for Listing As a general rule the development of the Junior Market is de signed to attract new capital and to en courage new startups the vehicle through which sup port and resources can be ob tained. The requirements outlined below therefore govern these objectives:
• The listing of the securities on the Exchange is in the discretion of the Board of the Exchange; • Companies desirous of listing must do so via an Initial Public Offering; • A company which is incorporated or registered and operating a business in a CARICOM country can apply to be listed. Also, a company which is listed on a recognized Stock Exchange can apply to be listed on the Junior Stock Exchange;
2. Minimum Issued Capital and Number of Share/Stockholders Request for listing of a company’s securities will be considered when: •
The shareholder’s equity of the company following the capital raising activity shall not be less than J$50 million and shall not exceed $500 million;
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All of the issue of the securities which is the subject of the request for listing must be issued and fully paid at the date of the application.;
• There is a minimum of 25 shareholders holding in their own rights not less than 20% of the issued share capital of the company;
However any listed company that fails to maintain the minimum capital requirement and the minimum number of shares stipulated shall be delisted.
• A company which is wholly or partially a subsidiary of a registered entity on a recognized stock exchange shall not be eligible to be listed; • A company once listed on the main board of the Exchange is ineligible for listing on this market; • The SME must appoint a mentor. The mentor must be approved as ‘Fit & Proper’ by the Jamaica Stock Exchange (JSE); • The JSE’s general scrutiny of the SME for the purposes of graduation to the main board is a requirement during the period where the SME is listed on the Junior Market. - more -