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STOCK EXCHANGE (GHANA STOCK EXCHANGE) LISTING REGULATIONS, 1990 (LI 1509).  

ARRANGEMENT OF REGULATIONS

PART I—ADMISSION OF SECURITIES TO LISTING

SUB-PART A—BASIC PROCEDURE FOR LISTING

Regulations

1. Sponsoring of applicant for listing and responsibility of sponsor

2. Basic conditions to be fulfilled by an applicant and the continuing obligations attached to listing.

SUB-PART B—CRITERIA FOR ORIGINAL LISTING

3. Approval for listing

4. Shares and spread of shares

5. Listing of loan securities

6. Transferability of securities

7. The applicant's period of existence and profitability

8. Conditions relating to directors and management of applicant

9. Conflicts of interests

10. Publication of prospectus to be issued by applicants

11. Pre-emptive rights of existing equity shareholders of an applicant.

12. Approval by Council of underwriters and underwriting fees

13. Fair and equitable allotment of shares

14. Suspension of listing

15. Cancellation of listing

16. Re-listing

PART II—METHODS FOR LISTING SECURITIES

17. Methods whereby securities may be brought to the Exchange.

18. Procedure for original listing application in relation to share securities.

19. Further procedure for original listing applications

20. Original listing application form and content relating to shares and stocks (title page, capitalisation, long-term and funded debt, history and business, etc.)

21. Specified paper to be filed with application for original listing of shares and stocks.

22. Original listing application form and content in relation to loan securities.

23. Specific papers to be filed with applications for original listing of loan securities.

PART III—ADDITIONAL LISTING APPLICATIONS

24. Application to list additional shares

25. Steps required in the additional listing process

26. Copies of additional application

27. Content and form of additional listing application

PART IV—CONTENTS OF PROSPECTUS

28. Matters to be stated and reports to be set out by applicant

PART V—REGULATIONS OF AN APPLICANT COMPANY

29. Matters that must be contained in the company regulations of an applicant.

30. Capital

31. Defaced, lost, etc. of share certificate

32. Forfeiture and lien of a company on shares and dividends.

33. Transfer and transmission by company of securities

34. Borrowing powers of directors of applicant

35. Additional provisions relating to directors to be complied with

36. Accounts

37. Winding Up

38. Alteration of regulations of member companies

PART VI—TRUST DEEDS FOR LOAN SECURITIES

39. Contents of Trust Deed

PART VII—CONTINUING LISTING REQUIREMENTS

40. Continuing obligations of a listed member

41. Immediate announcements to be made to the Exchange for release.

42. End of financial year announcements

43. Periodic reports required of a listed company

44. Preliminary financial statement from a listed company

45. Annual report of listed company

46. Certificates, transfers, transmissions and registers

47. Requirement relating to new issues of securities

48. Holding of securities of a listed company by its directors

49. Holding of specific entitlement in new issue

50. Issue of sale of securities to employees of a member company

51. Form and content of securities certificates

52. Further requirements of listed members

53. Fees payable by members

54. Minimum number of shareholders

55. Outline of Exchange disclosure policies

56. Immediate public disclosure of material information

57. Clarification or confirmation of rumours and reports

58. Response to unusual market action

59. Unwarranted promotional disclosure

60. Insider trading

PART IV—GENERAL PROVISIONS

61. Transitional provision

62. Power to modify Regulations

63. Interpretations

SCHEDULES

IN exercise of the powers conferred on an authorised stock exchange by paragraph (a) of section 4 of the Stock Exchange Act, 1971 (Act 384) and with the approval of the Secretary responsible for Finance these Regulations are made by the Council of the Ghana Stock Exchange this 7th day of November, 1990.

PART I—ADMISSION OF SECURITIES TO LISTING

Sub-Part A—Basic Procedure for Listing

Regulation 1—Sponsoring of Applicant for Listing and Responsibility of Sponsor.

(1) An applicant for listing must appoint a Licensed Dealing Member of the Ghana Stock Exchange to sponsor its application.

(2) The sponsoring member shall—

(a) ensure that the Council is made aware of all information which should be brought to its attention;

(b) be responsible for filing with the Exchange of all the documents needed to support the applicant's application;

(c) satisfy itself, on the basis of all available information, that the applicant is suitable for listing;

(d) examine the composition of the board of directors of the applicant and ascertain whether the range of skills and experience necessary for the efficient functioning of the board is available to it, and in particular, satisfy itself as to whether the directors—

(i) can be relied upon to prepare and publish all information necessary for an informed  market to take place in the company's securities;

(ii) appreciate the nature of the responsibilities they will be undertaking as directors of a listed company; and

(iii) can be relied upon to honour their obligations both in relation to shareholders and to creditors.

(3) The sponsoring member shall act as a market maker in the securities of the company it sponsors, and as such market maker, is required to offer two-way quotations continuously within a reasonable range and buy or sell a minimum number of securities equivalent to a trading lot at the bid or offer rates, as the case may be, before altering them.

Regulation 2—Basic Conditions to be Fulfilled by an Applicant and the Continuing Obligations Attached to Listing.

(1) An applicant for listing must comply with the listing rules and regulations and the Council may in addition make admission subject to any special condition which it considers appropriate.

(2) The applicant will be expressly informed in any such case and must comply with the condition.

(3) It is a condition for listing that the issuer of securities accepts the continuing obligations which apply after the admission of its securities to listing.

(4) These obligations are set out in Part VII of these Regulations and form the basis of the relationship between an issuer and the Exchange, governing the disclosure of information necessary to protect investors and maintain an orderly market.

(5) In addition to information disclosed pursuant to Part VII, the Council may require an issuer to provide it with such other information and in such form and within such time limits as it considers necessary and the issuer must comply with any such requirement.

(6) An issuer, unless it is the Government of Ghana, must be a public limited liability company duly incorporated under the Companies Code, 1963 (Act 179).

(7) The requirements for admission of companies registered outside Ghana shall be prescribed by the Exchange from time to time and such requirements shall be published by the Exchange as guidelines for the listing of non-Ghanaian companies.

Sub Part B—Criteria for Original Listing

Regulation 3—Approval for Listing

(1) The approval of an application for the listing of securities on the Exchange is a matter solely within the discretion of the Council.

(2) The standards specified in this Sub-Part are for the guidance of potential listing applicants.

Regulation 4—Shares and Spread of Shares.

(1) A company applying for listing of any class of its shares is, as a general rule, expected to meet the following criteria—

(a) it  must have a stated capital of at least ¢100 million in the case of an application relating to the First list and ¢50 million in the case of an application relating to the Second List;

(b) it must issue or offer for sale to the public, shares whose market value as determined by the company's auditors at the time of the application is not less than ¢30 million in the case of an application relating to the First List, and ¢15 million in the case of an application relating to the Second List and constitute not less than 25 per cent of the number of shares issued for the company in its regulations; however the issue or offer for sale of shares to persons in the employment of an applicant company or to associated companies will not be taken into account in considering whether this criterion has been satisfied.

(2) Except in very exceptional circumstances, the Exchange will refuse listing in respect of partly paid shares.

(3) The Exchange requires that the spread of shareholders Existing at the close of an offer should be considered adequate by the exchange, bearing in mind the class of security.

(4) The Exchange may prescribe from time to time the minimum number of public shareholders for listed companies, and in prescribing such minimum number, the Exchange may base the number on the size of the capital of particular companies .

Regulation 5—Listing of Loan Securities.

(1) A company seeking the admission of loan securities to the First List or the Second List may be considered for such admission if each class of security has a total issued amount of not less than ¢200m nominal value and there are at least 100 holders of such securities.

(2) In the case of Government securities, there is no prescribed minimum in respect of either amount of issue or number of holders to permit admission to the First List.

(3) Loan securities, other than Government securities, for which listing is sought shall be created and issued pursuant to a Trust Deed, the trustee of which is—

(a) a company authorised by the laws of Ghana to take in its own name a grant of probate or letters of administration of the estate of a deceased person;

(b) a company authorised under the laws of Ghana to carry on the business of life insurance;

(c) a bank; or

(d) a company of which the whole of the issued shares are beneficially owned by bodies referred to in paragraphs (a) and (b) of this sub regulation.

(4) Admission to listing shall not be granted to loan securities, other than Government securities, unless the Trust Deed in respect of the securities has been submitted in draft form to the Council for approval and a copy of the executed Trust Deed complying with the requirements of Part VI is filed with the Exchange.

Regulation 6—Transferability of Securities.

The securities for which listing is sought must be freely transferable, subject to any restrictions imposed by the general laws of this country.

Regulation 7—The Applicant's Period of Existence and Profitability.

(1) For a company's securities to be eligible for admission to the First List, the company must have published or filed accounts in accordance with the Companies Code 1963 (Act 179) for the five years immediately preceding the date of its application for listing.

(2) For such securities to be eligible for admission to the Second List, the company must have published or filed such accounts for the three years immediately preceding the date of its application for listing.

(3) In either case, the company must have made reasonable profits throughout the period specified in this regulation.

Regulation 8—Conditions Relating to Directors and Management of Applicant.

(1) There must have been continuity in the management of a company seeking admission to the First or Second List of the Exchange and where there have been recent changes in the management of the company,  satisfactory evidence must be provided that the management as a whole possesses the requisite expertise.

(2) The character and integrity of the directors and management of the company will be among the criteria taken into account by the Council in assessing the application for admission to listing.

(3) A company seeking admission to listing shall attach to its application, written evidence, regarding the operation and effectiveness of an audit sub-committee of that company's board of directors (hereinafter referred to as "the Audit Sub-Committee") covering such period prior to the submission of the application as the Council may prescribe.

(4) The terms of reference of the Audit Sub-Committee, which shall as far as possible be composed of the applicant-company’s non-executive directors, shall include power—

(a) to make recommendations to the board concerning the appointment and remuneration of external auditors;

(b) to review the auditors' evaluation of the system of internal control and accounting;

(c) to review and discuss the audited accounts with the auditors and call for further information from the auditors or management;

(d) to review the scope and effectiveness of the internal audit procedures in   consultation with the chief internal auditor, director of finance or controller or their equivalents however designated in the particular company and the external auditors; and

(e) to consider and make recommendations on the conduct of any aspect of the business of the company which the Committee of the Stock Exchange believes should be brought to the notice of the board.

Regulation 9—Conflicts of Interests.

(1) Where a company has relationship with a corporate substantial shareholder which could result in a conflict of interest between its obligations towards that shareholder and its duties to the general body of shareholders, such conflict may render the company unsuitable for listing.

(2) The existence of such conflict of interest will be reviewed by the Council on an individual basis in considering the eligibility of  companies for listing.

(3) Where the applicant company can eliminate the conflict situation within a reasonable period after listing, the Council may require it to do so.

(4) Where the Council considers that in spite of a conflict of interest, the company should be admitted to listing, it will so inform the company’s shareholders and the general public.

Regulation 10—Publication of Prospectus to be Issued by Applicants

(1) All companies seeking admission to the First List or Second List of the Exchange, whether through a public issue, offer for sale, or an introduction, must issue a prospectus  which must, in addition to complying with the prospectus requirements of the Companies Code, 1963 (Act 179), comply with the prospectus requirements of the Exchange as set out in Part IV of these Regulations.

(2) The prospectus must not be published unless it has been approved by the Council.

(3) Advertisements,  pamphlets, brochures and other publicity material relating to a public issue, offer for sale or an introduction shall not contain matters extraneous to the information given in the prospectus and must be approved by the Exchange before distribution.

Regulation 11—Pre-emptive Rights of Existing Equity Shareholders of an Applicant.

Issues for cash of equity securities must be offered in the first place to the existing equity shareholders in proportion to their holdings unless the shareholders have approved other specific proposals.

Regulation 12—Approval by Council of Underwriters and Underwriting Fees.

(1) Underwriters of securities to be listed on the Exchange and the amount of the issue underwritten by each such underwriter shall be subject to the approval of the Council.

(2) The Council may set maximum limits on the rates of underwriting commission, brokerage and other issue expenses.

Regulation 13—Fair and Equitable Allotment of Shares.

(1) Issuers of securities to be listed on the Exchange shall consult the Exchange on the procedure to be applied for the allotment of shares and comply with such guidelines as may be laid down by the Exchange.

(2) Allotment of shares shall be made fairly and unconditionally and in the event of over-subscription, the Exchange's guidelines will require the giving of preference to applications for smaller amounts of shares in order to facilitate a wider distribution of shares among the general public.

Regulation 14—Suspension of Listing

(1) The Council may at any time and in such circumstances as it thinks fit suspend or cancel a listing and will not hesitate to do so to protect investors and to ensure an orderly market.

(2) Suspension may be either at or without the request of the issuer.

(3) Before any such suspension, the Council will generally consult with the sponsoring  member on the Exchange and take into consideration any representations made by or on behalf of the issuer.

(4) Where listing has been suspended, the procedure for lifting the suspension will depend on the circumstances and the Council reserves the right to impose such conditions as it considers appropriate.

Regulation 15—Cancellation of Listing

(1) The continuation of a suspension for a prolonged period without the issuer taking adequate action to obtain restoration of listing is likely to lead to the Council cancelling the listing.

(2) Before any such cancellation, the Council will generally consult the sponsoring member on the Exchange and take into consideration any representation made by or on behalf of the issuer.

Regulation 16—Re-listing.

The Council may re-admit to listing on the Exchange the securities of a company whose listing has been cancelled upon such terms as the Council may deem fit.

PART II—METHODS FOR LISTING SECURITIES

Regulation 17—Methods Whereby Securities may be Brought to the Exchange.

(1) Securities may be brought to the Exchange by any one of the following methods—

(a) a prospectus issue, which is an offer by a company of its own securities to the public for subscription;

(b) an offer for sale, which is an offer to the public by an issuing house or broker of  securities already in issue or for which they have agreed to subscribe;

(c) a placing, which is the term used to describe the sale of or obtaining subscription for securities privately by an issuing house or broker through the market and to or by their own clients;

(d) an introduction, which describes an application where no marketing arrangements are required because the securities to be listed are already of such an amount and so widely held that their adequate marketability when listed can be assumed;

(e) a rights offer to holders of securities, which enables those holders to subscribe cash for securities in proportion to their existing holdings;

(f) an open offer to holders of securities, which enables those holders to subscribe cash for securities otherwise than in proportion to their existing holdings;

(g) a capitalisation issue to holders of securities, by which further securities are credited as fully paid up out of the company's reserves in proportion to existing holdings, not involving any monetary payments;

(h) an issue of securities in consideration for assets of business acquired by the issuing company (vendor consideration issue);

(i) an issue of securities arising out of merger, amalgamation or absorption of two or more companies; or

(j) an issue of securities arising out of conversion of convertible securities.

(2) A listing may also be sought for other issues of securities approved by the company in general meeting or otherwise conforming with Exchange requirements.

(3) The precise form of document to be produced should be agreed upon with the Exchange.

Regulation 18—Procedure for Original Listing Application in Relation to Share Securities.

Steps required in an original listing application process are as follows—

(a) a company applies for listing and appoints a Licensed Dealing Member of the Exchange to sponsor its application;

(b) the company submits its regulations to the Council for approval;

(c) the company files original listing application and supporting papers with the Exchange;

(d) the Council agrees to the listing;

(e) the company files final copy of prospectus (vetted by Exchange) with the Registrar of companies and the Exchange;

(f) the company issues prospectus to the public and offer period begins.

(g) the company announces basis for allotment of shares;

(h)  the company issues shares pursuant to the allotment;

(i) the share are admitted to the First List or the Second List; and

(j) shares are traded on the Exchange seven days after certificates have been despatched.

Regulation 19— Further Procedure for Original Listing Applications.

(1) Each original application for listing shall consist of the following—

(a) the application itself prepared as outlined in this regulation; and

(b) the separate supporting papers specified in regulation 21 of these Regulations.

(2) No prepared or blank forms are available for the listing application itself, the applicant prepares its own application, in typewritten narrative form, following the instructions outlined in regulation 20 and the application must be submitted at least 60 days before the date on which the applicant wishes to be admitted to listing.

(3) A preliminary typewritten draft of the listing application, signed by the company secretary and a director of the applicant, accompanied by copies of the financial statements and the required supporting papers and documents, should be initially filed with the Exchange for examination.

(4) Payment of the application fee shall be made at the same time.

(5) Where any deficiencies are noted, or any changes are considered necessary in the form or content of the application and supporting papers, the applicant will be notified, and where no deficiencies are noted or where any changes considered necessary by the Exchange are effected by the applicant, the application will be regarded as finalised for consideration by the Council.

Regulation 20—Original Listing Application Form and Content Relating to Shares and Stock (Title Page, Capitalisation Long-term and Funded Debt, History and Business, etc.)

(1) An  application for original listing of shares and stock shall provide substantially in the order given in this regulation the particulars stated herein.

(2) A Title Page shall be provided showing—

(a) the name of the applicant and when and where in-corporated;

(b) the address of the principal registered office, the address of each office at which a share register is kept and the address of its authorised transfer agent; and

(c) date of application, and formal request for listing, specifying amount and class of the security applied for and whether fully paid.

(3) Capitalisation in a tabular form, showing designation or title of each class of shares; and the number of shares authorised by the regulations of the applicant shall be provided.

(4) The capitalisation particulars shall also—

(a) provide a table showing the number of unissued shares of each class reserved for issuance for any purpose, and the purpose for which it is reserved, and if no unissued stock is reserved for issuance for any purpose this shall be stated;

(b) state the number of shareholders on record of the class applied for as of a specified recent date;

(c) state the names of the substantial shareholders and the respective number of shares held;

(d) state the names of the officers and directors of the company and their respective share holdings; and

(e) give a brief description of the rights and privileges attaching to each class of shares.

(5) There shall be submitted by the applicant a long-term or funded debt issue in a tabular form, showing for each or series of issue long-term or funded debt of the applicant and subsidiary companies the following—

(a) full title (including interest rate and maturity date);

(b) amount authorised by indenture;

(c) amount issued to-date;

(d) amount redeemed or converted into shares;

(e) amount outstanding;

(f) issue price;

(g) date of payment of interest; and

(h) date and terms of redemption, and

where there is none this shall be stated.

(6) There shall be submitted a short introductory paragraph describing—

(a) the general nature of business and products of the applicant;

(b) a brief history of the business or enterprise from inception to the date of the application;

(c) a description of the business now conducted by the company and any subsidiary, including principal products manufactured or services performed, principal markets for products and raw materials;

(d) method of marketing and distributing products (including details of any market agreement);

(e) annual output for the preceding 5 financial years and for the current financial year to latest date available;

(f) in the case of a manufacturing company, the technology used and the state and age of its capital equipment;

(g) details of corporate business plan.

(7) The applicant shall indicate briefly, to the extent relevant, the general competitive conditions in the industry in which it and its subsidiaries are engaged or intend to engage, and the position of the enterprise and the industry, and if several products or services are involved, separate consideration should be given to the principal products or services or classes of products or services.

(8) If a material part of the business is dependent upon patent, patent rights, trade marks, licences, processes, or similar intellectual property assets, owned, controlled or operated under, by either the applicant or any of its subsidiaries, the applicant shall furnish a list of them showing—

(a) brief description of the subject matter of each;

(b) date of expiration; and

(c) whether—

(i) in development;

(ii) in active use;

(iii) dormant; and

(iv) any suits are pending regarding them, and if so, describe them.

(9) If the applicant or subsidiaries pay or receive any substantial royalties or similar payments in connection with any of the matters specified in sub-regulation (8), it shall furnish details of the agreements, including—

(a) amount of royalty or income paid or received (or payable or collectable); and

(b) provisions for cancellation of agreements in the event of non-performance by the party to it.

(10) A tabulation of the balance sheet of the company (on a consolidated basis) for each of the preceding 5 financial years, and all material liabilities not provided for, contingent liabilities and the effect of any change of departure from accepted accounting standards on the balance sheet must be specified.

(11) An applicant shall state—

(a) the total number of person regularly employed by it, indicating the number of skilled and unskilled employees, and, if subject to seasonal fluctuations, the maximum and minimum numbers employed during the preceding 12 months;

(b) dates and duration of material work stoppages during labour disputes within the preceding 3 years and general terms of settlement of such disagreements; and

(c) whether the company has discharged all obligations due to the Social Security and National Insurance Trust and attach evidence of such discharge of obligation.

(12) An applicant shall provide a tabular list of all associated companies and companies in which the company has equity interest of 10 per cent or more, showing with respect to each company—

(a) the name of the company;

(b) a brief statement of the nature of business and relationship to operations of entire enterprise;

(c) the capital stock issues by classes, showing amounts authorised, amount issued, and amount owned by parent company and where applicant has substantial interest (but less than control) in any company or organisation, such interest should be described;

(d) the extent of any profit or loss or both to the applicant arising from such companies.

(13) There shall be furnished in respect of all securities of the applicant sold or issued within the preceding 5 years, in tabular form—

(a) the total of issue;

(b) amount sold;

(c) date of sale,

(d) net cash proceeds or the nature and amount of any consideration other than cash; and

(e) the purpose to which such proceeds were applied indicating the approximate amount devoted to each purpose.

(14) There shall be furnished by the applicant a report with respect to the profits and losses of the company in respect of each of the 5 completed financial years immediately preceding the date of application.

(15) There shall be furnished a dividend record stating—

(a) the number of consecutive years in which dividends have been paid;

(b) the amount of dividend per share and in the aggregate paid by the applicant or its subsidiaries each for the 5 preceding years;

(c) whether dividends have been paid on a quarterly, semi-annual or annual basis; and

(d) the record date, payment date, and date of declaration with respect to each dividend paid during the preceding 2 years.

(16) There shall be provided by the applicant details of all pending litigation and other claims of a material nature in which the company, or any of its subsidiaries, may be involved which may affect its income from, title to, or possession of any of its properties and where there is none this shall be stated.

(17) The applicant shall provide—

(a) the name, address, age and position of all directors, and persons nominated or chosen by the company to become directors;

(b) the nature of any family relationship between the persons mentioned in (17) (a);

(c) a brief account of the business experience during the preceding 5 years of each of these persons, including the principal business of any company in which such occupations and employment were carried on;

(d) particulars of any other directorships held by each director or proposed director:

(e) particulars indicating whether any director or person nominated to become a director is or was involved in any of the following—

(i) a petition under any bankruptcy laws was filed against such person or any partnership in which he was a partner or any body corporate of which he was a director;

(ii) was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding relating to an offence involving fraud or dishonesty; or

(iii) was the subject of any order, judgement or ruling of any court, tribunal or governmental body, permanently or temporarily enjoining him from acting as an investment adviser, dealer in securities, director or employee of a corporate body or engaging in any type of business practice or activity or profession;

(f) the aggregate remuneration paid or distributed to directors for services in all capacities to the company and its subsidiaries during the last financial year;

(g) details of all options to subscribe for securities of the company or any of its subsidiaries which were granted to or exercised by each director during the last financial year;

(h) a brief description of—

(i) the nature and approximate amount of any material interest, direct or indirect of management, officers, directors, shareholders with 30 per cent or more of the voting power at general meetings of the company and their associates in any material transactions to which the applicant or any of its subsidiaries was or is to be a party;

(ii) the nature and approximate amount of management interest in any enterprise or company which deals in the same type of business as that of the applicant or any of its subsidiaries; and

(i) details of management for technical consultancy contract between the company and any other person.

Regulation 21—Specified Paper to be Filed with Application for Original Listing of Shares and Stocks.

(1) The following papers must be filed in support of the original listing applications described in regulation 20 of these Regulations—

(a) five copies each of the regulations of the company in accordance with all alterations made thereto before its issue; and five copies each of the certificate of incorporation and certificate to commence business;

(b) five copies of the resolution authorising the company to apply for listing;

(c) five copies each of the company's annual report and audited balance sheet profit and loss accounts for each of the preceding five financial years and where there are subsidiary companies, the same documents in respect  of each subsidiary company;

(d) five copies each of the forecasts of profits and cash flow of the company for the ensuing year together with statement of assumptions on which such forecasts are made; together with a summary of the profit forecast and where assessments of future projections have been made by banks or other term lending institutions, mention must be made of such assessments;

(e) five copies of the draft prospectus or offering circular to be issued and filed with the Registrar of companies;

(f) five specimen copies of each denomination of certificates of class to be listed;

(g) five copies of list of the names of shareholders and their respective shareholdings together with a certificate of distribution, signed by a director of the applicant showing as of a recent date the distribution of the security applied for in the following format—

No. of  Holders          Total Holding

Holding

less than 1,000 shares

1,000 to 5,000 shares

5,001 to 10,000 shares

10,001 to 20,000 shares

30,001 to 40,000 shares

40,001 to 50,000 shares

over 50,000 shares              

(h) one copy of Undertaking to conform to listing regulations or rules of the Exchange, duly executed by the applicant as in Form I specified in Schedule I;

(i) cheque drawn to the order of the Ghana Stock Exchange Ltd, for the application fee;

(j) one copy each of all subsisting material contracts (other than those entered into in the ordinary course of business);

(k) five copies each of a tax clearance certificate and a social security clearance certificate or other document evidencing the due discharge of the applicant's tax and social security obligations; and

(l) a written evidence regarding the operation of an Audit Sub-Committee of the applicant's board of directors.

(2) Where any of the papers specified in this paragraph are not filed because they are not applicable, the applicant shall submit a separate document explaining why such papers are not applicable.

Regulation 22—Original Listing Application Form and Content in Relation to Loan Securities.

An application for original listing of loan securities shall contain the same information required for similar items for application for original listing of shares and stock as provided in regulation 20, where applicable, except that for the particulars in respect of long-term or funded debt under regulation 20 (5) the following shall be provided—

(a) full title of issue;

(b) title of instrument under which created;

(c) name of Trustee;

(d) date of authorisation for issue, including directors, shareholders and any Government authority;

(e) amount authorised, amount issued to-date, amount retired and amount outstanding;

(f) date of issue and maturity;

(g) interest rate;

(h) places and dates for payment of principal and interest and currency in which payable;

(i) tax exemption;

(j) whether issuable in coupon or registrable form;

(k) denomination issuable;

(1) whether exchangeable as between registrable and coupon form and exchangeable as to denominations together with places and times at which exchanges may be made;

(m) whether registrable and transferable: and

(n) details of conversion of convertible securities, if any.

Regulation 23—Specific Papers to be Filed with Applications for Original Listing of Loan Securities.

An applicant seeking original listing of loan securities shall submit all supporting papers specified in regulation 21, where applicable, as well as the following additional papers—

(a) one copy of the mortgage indenture, or equivalent instrument certified by trustee; and

(b) a Trust Deed.

PART III—ADDITIONAL LISTING APPLICATIONS

Regulation 24—Application to List Additional Shares

(1) A listed company is not permitted to issue, or to authorise its registrars to issue or register, additional shares of the class listed until after it has filed with the Exchange an application for listing of the additional shares and has been notified by the Exchange that they have been authorised for listing.

(2) The Exchange considers the agreement to list additional shares as an essential safeguard for existing shareholders of and potential investors in listed companies.

(3) Whilst no substantial criteria have been adopted under which an additional listing application is automatically approved, the Exchange will review each additional application on the merits of the particular case and reserves the right not to approve such application or to impose special conditions (consistent with the Companies Code,) such as shareholders' approval, whenever, in the opinion of the Exchange, the circumstances make this advisable.

Regulation 25—Steps Required in the Additional Listing Process.

(1) The following steps are to be taken by a company seeking additional listing—

(a) the company decides to issue additional securities and makes the appropriate announcement to the Exchange;

(b) the company submits listing application in typewritten form to the Exchange together with supporting papers;

(c) the Exchange approves in principle additional listing application; and

(d) the company fixes relevant books closure and entitlement dates and makes public announcement to the Exchange with respect to such dates.

Regulation 26—Copies of Additional Application.

(1) Each additional listing application shall consist of the application duly signed by the company, and prepared in the form outlined in regulation 27 of these Regulations.

(2) No prepared or blank forms are available for the listing application itself, but the applicant shall prepare its own application, in typewritten narrative form, following the instructions outlined in regulation 27.

(3) The application must be submitted at least 60 days before the date on which the applicant would like its additional securities to be admitted to listing.

(4) Five preliminary typewritten drafts of the listing application should be initially filed with the Exchange for examination.

(5) Payment of the additional listing application fee should be made at the same time.

(6) Where any deficiencies are noted, or any changes are considered necessary in the form or content of the application, the applicant will be notified, and if where no deficiencies are noted or where any changes considered necessary by the Exchange are effected by the applicant, the application will be regarded as finalised for consideration by the Council.

Regulation 27—Content and Form of Additional Listing Application.

(1) An application for additional listing of stocks and shares shall provide the same particulars required to be provided for original listing in respect of title page, capitalisation, long term and funded debt as specified in regulation 20 (2), (3), (4) and (5) of these Regulations.

(2) Where the securities applied for are in respect of bonus shares capitalised from income surplus, the applicant shall—

(a) identify the reserves from which the bonus shares are to be capitalised.

(b) show a schedule of the movements in the relevant accounts;

(c) where any of the reserves are created following a revaluation of the assets of the company, submit a copy of the necessary appraisal report; and

(d) provide confirmation from the company's auditors that the reserves are sufficient to cover the capitalisation of the bonus issues.

(3) In the case of rights issues, the applicant shall show a time-table in respect of the following dates—

(a) books closure date to determine rights entitlement; and

(b) last. day for exercise and payment of rights.

(4) The applicant shall state the date of meetings of directors and shareholders if such is the case at which issuance of the securities applied for was authorised and date of any order or proceedings of any public authority having jurisdiction.

PART IV—CONTENTS OF PROSPECTUS

Regulation 28—Matters to be Stated and Reports to be Set out by Applicant.

(1) In addition to the matters required to be specified pursuant to Part I of the Seventh Schedule of the Companies Code, 1963 (Act 179) and the reports required to be set out by Part II of that Schedule, the following matters specified in this Part shall be provided by an applicant.

(2) A statement in the form as specified in Form II of Schedule I to these Regulations shall be stated in the prospectus of an applicant.

(3) The applicant shall also—

(a) state the nature of any family relationship between directors or any persons nominated by the company to become directors;

(b) provide a brief account of the business experience during the preceding 5 years of each of these directors or prospective directors, including the principal business of any company in which such occupations and employment were carried on;

(c) indicate any other directorships held by each director or proposed director, and whether any director, or proposed director was involved in any of the following—

(i) a petition under any bankruptcy laws filed against such person or any partnership in which he was partner or any body corporate of which he was a director;

(ii) was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding relating to an offence involving fraud or dishonesty;

(iii) was the subject of any order, judgement or ruling of any court or tribunal or governmental body permanently or temporarily enjoining him from acting as an investment adviser, dealer in securities, director or employee of a corporate body or engaging in any type of business practice or activity or profession;

(d) indicate the aggregate remuneration paid or distributed to directors for services in all capacities to the company and its subsidiaries during the last financial year;

(e) provide details of all options to subscribe for securities of the company or any of its subsidiaries which were granted to or exercised by each director or executive officer during the last financial year;

(f) indicate the provisions or a sufficient summary of the provisions of the regulations of the company with regard to—

(i) any power enabling a director to vote on a proposal, arrangement, or contract in which he is interested;

(ii) borrowing powers exercisable by the directors and how such borrowing powers can be varied;

(g) provide a statement showing the sales turnover figures or gross trading income during the preceding five financial years which should contain a reasonable breakdown between the more important trading activities; and if the last financial year of the company ended more than 3 months before the date of publication of the prospectus, the statement shall show the said turnover figures or trading income from the end of the last financial year to the latest practicable date not being less than 3 months before the date of publication of the prospectus;

(h) provide a statement as to the financial and trading prospects of the company or group, together with any material information which may be relevant, including all such trading factors or risks (if any) which are not mentioned elsewhere in the prospectus and which are unlikely to be known or anticipated by the general public, and which could materially affect the profits; and

(i) provide a statement giving an analysis of the financial condition and operations of the company or group, in particular, with regard to—

(i) any known trends or any known demands, commitments, events or uncertainties that will result in or that is reasonably likely to result in the company's liquidity increasing or decreasing in any material way;

(ii) any material commitments for capital expenditures, the general purpose of such commitment and the anticipated source of funds;

(iii) any unusual or infrequent events or transactions or any significant economic changes that materially affected the amount of reported income from operations and the extent to which income was affected;

(iv) any known trends or uncertainties that have had or that the company reasonably expects will have a material favourable or unfavourable impact on revenues or operating income; and

(v) where there has been substantial increase in revenues, the extent to which such increase is attributable to increase in prices or increase in volume or amount of goods or services being sold or to the introduction of new products or services.

(4) Where a profit forecast appears in the prospectus, the principal assumptions, including commercial assumptions, upon which the directors have based their profit forecast, must be stated by the applicant.

(5) The accounting basis and calculations for the forecast must be examined and reported on by the auditors to the company, and if any reporting accountants have joined the company's auditors in the preparation of the report, the report of such reporting accountants must be set out, unless the same is incorporated in the report of the company's auditors.

(6) The applicant shall further—

(a) furnish a statement by the promoters and directors stating whether they have any intention to realise or transfer any part of their interests in the issue within a period of one year after the securities of the company are admitted to the First List or the Second List as applicable;

(b) provide details of directors' existing or proposed service contracts with the company or any subsidiary, excluding contracts expiring, or determinable by the employing company without payment or compensation (other than statutory compensation) within one year, or an appropriate negative statement;

(c) indicate the aggregate emoluments of the directors during the last completed financial period together with an estimate of the amount payable to the directors, including proposed directors, for the current financial period under the arrangements in force at the date of the prospectus;

(d) give full particulars of any contract or arrangements subsisting at the date of the prospectus in which a director of the company is materially interested and which is significant in relation to the business of the company and its subsidiaries, taken as a whole, or an appropriate negative statement;

(e) give full particulars of any management contract, technical services contract or other similar contract, and the fee payable under such contact;

(f) provide a statement that the company or any of its subsidiaries has or has not (as the case may be) any litigation or claims of material importance pending or threatened against it; and

(g) furnish a statement by the company 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, state that it has satisfied itself that the profit forecast has been stated by the directors after due and careful enquiry.

PART V—REGULATIONS OF AN APPLICANT COMPANY

Regulation 29—Matters that must be Contained in the Company Regulations of an Applicant.

(1) The regulations of all companies seeking admission to the First List or the Second List of the Exchange must contain the various provisions set out in this Part.

(2) Only in very exceptional circumstances will the Council grant exemption from compliance with any of the provisions.

(3) In addition to complying with the provisions of this Part, applicant companies must comply with the provisions of the Companies Code 1963, (Act 179).

Regulation 30—Capital.

(1) An applicant company shall not issue shares to transfer a controlling interest without prior approval of shareholders at general meeting.

(2) A director may participate in an issue of shares to employees only if he holds office in an executive capacity and shareholders at general meeting have approved of the specific allotment to be made to such director.

(3) The total proceeds from the issue of preference shares shall not exceed the total proceeds from the issue of ordinary shares at any time.

(4) The rights attaching to shares of a class other than ordinary shares shall be expressed.

(5) Where the company has power to issue further preference capital ranking equally with or in priority to preference shares already issued this shall be stated.

(6) Preference shareholders shall have the same rights as ordinary shareholders as regards receiving notices, reports and balance sheets, and attending general meetings of the company.

(7) Preference shareholders shall also have the right to vote at any meeting convened for the purpose of reducing the capital, or winding up, or sanctioning a sale of the undertaking, or where the proposition to be submitted to the meeting directly affects their rights and privileges, or when the dividend on the preference shares is in arrears for more than six months.

(8) Capital paid on shares in advance of calls shall not, whilst carrying interest, confer a right to participate in dividends.

(9) Subject to any direction to the contrary that may be given by an ordinary resolution of the company in accordance with section 202 of the Companies Code, 1963 (Act 179), all new shares shall before issue be offered to persons that are at the date of the offer entitled to receive notices from the company of general meetings in proportion, as nearly as the circumstances admit, to the amount of the existing shares to which they are entitled.

(10) The offer shall be made by notice specifying the number of shares offered, and limiting a time within which the offer, if not accepted, will be deemed to be declined, and, after the expiration of that time, or on the receipt of an intimation from the person to whom the offer is made that he declines to accept the shares offered, the directors may dispose of those shares in such manner as they think most beneficial to the company.

(11) The directors may likewise dispose of any new shares which (by reason of the ratio which the new shares bear to shares held by persons entitled to an offer of new shares) cannot, in the opinion of the directors, be conveniently offered under subregulations (9) or (10) of this regulation.

Regulation 31—Defaced Lost, etc. of Share Certificate.

(1) Subject to the provisions of the Companies Code, 1963 (Act 179), if any share certificate is defaced, worn out, destroyed, lost or stolen, it may be renewed on such evidence being produced and a letter of indemnity (if required) being given by the shareholder, transferee, person entitled, purchaser member of the Exchange or on behalf of its client as the directors of the company shall require, and in case of defacement or wearing out, on delivery up of the old certificate and in any case on payment of such sum not exceeding such amounts as the directors may from time to time require.

(2) In the case of destruction, loss or theft of a share certificate, a shareholder or the person entitled to whom such renewed certificate is given shall also bear the cost of the loss and pay to the company all expenses incidental to the investigations by the company of the evidence of such destruction, loss or theft.

Regulation 32—Forfeiture and Lien of a Company on Shares and Dividends.

The company's lien on shares and dividends from time to time declared in respect of such shares, shall be restricted to unpaid calls and instalments upon the specific shares in respect of which such moneys are due and unpaid, and to such amounts as the company may be called upon by law to pay in respect of the shares of the member or deceased member.

Regulation 33—Transfer and Transmission by Company of Securities.

(1) The company shall accept for registration transfers in the form approved by the Exchange.

(2) Any fee charged by the company for the subdivision, consolidation, exchange or registration of securities shall not exceed such rates as are from time to time specified by the Council.

(3) There shall be no restriction on the transfer of fully paid securities which are listed or are to be listed in the case of a limited liability company, except where otherwise required by law.

(4) Any regulations which entitle a company to refuse to register more than three persons as joint holders of a share must be expressed to exclude the case of executors or trustees of a deceased shareholder.

(5) The company shall promptly notify the Exchange of any attachment or prohibitory orders restraining the company from transferring securities out of the names of the registered holders thereof.

Regulation 34—Borrowing Powers of Directors of Applicant.

The scope of, or restriction on, the borrowing powers of the board of directors shall be expressed.

Regulation 35—Additional Provisions Relating to Directors to be Complied with.

(1) In addition to the provisions of the Companies Code, 1963 (Act 179) dealing with the contents of the regulations in respect of directors, the provisions specified in this regulation must be complied with by an applicant—

(a) where provision is made for the directors to appoint a person as a director either to fill a casual vacancy, or as an addition to the board, any director so appointed shall hold office only until the next following ordinary general meeting of the company, and shall then be eligible for re-election;

(b) fees payable to non-executive directors shall be by a fixed sum, and not by a commission on percentage of profits or turnover; and salaries payable to executive directors may not include commission on or percentage of turnover;

(c) fees payable to directors shall not be increased except pursuant to a resolution passed at a general meeting, where notice of the proposed increase has been given in the notice convening the meeting;

(d) a director shall not vote on any contract or proposed contract or arrangement in which he has directly or indirectly a personal material interest;

(e) the company's regulations must embody the rules relating to the retirement and appointment of directors of a public company as provided in section 298 of the Companies Code, 1963 (Act 179);

(f) the office of a director shall become vacant where he becomes of unsound mind or bankrupt during his term of office;

(g) a managing director shall be subject to the control of the board;

(h) continuing directors may act notwithstanding any vacancy in their body, but where their number is reduced below the minimum number fixed by or pursuant to the regulations of the company, the continuing directors may, except in an emergency, act only for the purpose of increasing the number of directors to such minimum number, or to summon a general meeting of the company;

(i) a director may appoint a person approved by a majority of his co-directors to act as his alternate, but any fee paid by the company to the alternate shall be deducted from that director's remuneration; and

(j) where two directors form a quorum, the chairman of a meeting at which only such a quorum is present, or at which only two directors competent are to vote on the question at issue, shall not have a casting vote.

Regulation 36—Accounts.

The interval between the close of a financial year of the company and the issue of the audited accounts relating to the said year shall not exceed six months.

Regulation 37—Winding Up.

(1) The basis on which shareholders would participate in a distribution of assets on a winding up shall be expressed.

(2) On the voluntary liquidation of the company, no commission or fee shall be paid to a liquidator unless it has been ratified by the shareholders, and the amount of such payment shall be notified to all shareholders at least seven days prior to the meeting at which it is to be considered.

(3) Where any mining company is wound up within twelve months of its shares being first listed on the Exchange, on a distribution of assets to shareholders, share capital issued for cash shall rank in priority to share capital issued to vendors or promoters for consideration other than cash to the extent of the cash contributed.

Regulation 38—Alteration of Regulations of Member Companies.

Companies admitted to the First List or the Second List shall not delete, amend or add to any of their existing regulations which have previously been approved by the Exchange, unless prior written approval has been sought and obtained from the Exchange for such deletion, amendment or addition.

PART VI—TRUST DEEDS FOR LOAN SECURITIES

Regulation 39—Contents of Trust Deed.

(1) A Trust Deed governing the issue of loan securities must contain the various provisions as set out in this Part.

(2) Only in very exceptional circumstances will the Exchange exempt companies from compliance with any of the Trust Deed provisions set out in this Part.

(3) The Trust Deed shall indicate the limitation on the amount that the borrowing company may borrow pursuant to the Trust Deed.

(4) For the purposes of any limitation of the amount that the borrowing company may borrow pursuant to the Trust Deed—

(a) any advances made by the borrowing company or any guarantor company to an associated company; or

(b) any investment by the borrowing company or any guarantor company in the shares of their associated companies,

shall not be brought into account as an asset unless the company to or in which such advance or investment is made is a guarantor company and covenants with the trustee to limit itself to the sum limitation of liabilities as applies by virtue of the Trust Deed to the borrowing company.

(5) The Trust Deed shall contain an express covenant by the borrowing company that on request in writing by the trustee, the borrowing company will cause any wholly owned subsidiary (whether formed or acquired before or after the date of the Trust Deed) of the borrowing company to become a guarantor company.

(6) The borrowing company and the trustee may by express provision in the Trust Deed qualify such covenant, but in that event the prospectus shall prominently set out a full description of the rights of the trustee under the Trust Deed in regard to the calling for security from subsidiaries of the borrowing company.

(7) The Trust Deed must, notwithstanding any qualification of such covenant, provide that the trustee shall be entitled—

(a) in the case of mortgage debentures if the value of the security is or believed by the trustee to have become less than the principal moneys outstanding; or

(b) in the case of debentures, or unsecured debentures if the ratio limiting the liabilities or borrowing for the purpose of the Trust Deed has been or is believed by the trustee to have been infringed or its maintenance is threatened,

to call upon the borrowing company to procure any one or more of its subsidiaries (whether formed or acquired before or after the date of the Trust Deed) to become a guarantor company.

(8) The directors of the borrowing company shall prepare a report that relates to each quarter and shall lodge the report signed by two directors, within one month of the end of such period with the trustee.

(9) The report referred to in subregulation (8) shall specify—

(a) whether or not any limitation of liabilities or borrowings as prescribed by the Trust Deed has been exceeded;

(b) whether or not the borrowing company and the guarantor companies have observed and performed all the covenants and obligations binding upon them respectively by or pursuant to the Trust Deed;—

(c) whether or not any event has occurred which has caused or could cause the security created by the Trust Deed to become enforceable;

(d) whether or not any material trading or capital loss has been sustained by the borrowing company or any guarantor company;

(e) whether or not any circumstances materially affecting the borrowing company or any guarantor company have occurred which adversely affect the loan securities;

(f ) whether any contingent liabilities have been incurred by the borrowing company and any guarantor company and if so, the amount thereof and whether or not any contingent liability has or is likely to mature within the succeeding twelve months which will materially affect the borrowing company and any guarantor company in their ability to repay loan securities;

(g) whether or not there has been any change in any accounting method or method of valuation of assets or liabilities;

(h) whether or not any circumstances have arisen which render adherence to the existing method of valuation of assets or liabilities misleading or inappropriate; and

(i) whether there has been any substantial change in the nature of the borrowing company's business since the issue of the loan securities.

(10) In respect of each half-year of the borrowing company's financial year, within three months of the expiration of such half-year, the borrowing company shall cause to be compiled a consolidated balance sheet and profit and loss account of the borrowing company and any guarantor companies and supply a copy thereof to the trustee and to the Exchange.

(11) The directors shall notify the trustees immediately they become aware that any condition of the Trust Deed cannot be fulfilled.

(12) Where an issue of loan securities—

(a) is redeemable either in whole or in part, by the borrowing company by an issue of shares; or

(b) is convertible into shares, either in whole or in part, by the holder; or

(c) is made in conjunction with the issue of separate options to subscribe for shares,

it shall be stated whether the borrowing company reserves the right during the currency of the loan securities options, to issue shares to shareholders either for cash or as a bonus distribution, and whether the holders of loan securities and options have any participating rights in the event of a share issue, or any right of conversion into shares in the event of a takeover offer to acquire the shares of the borrowing company.

(13) The Trust Deed shall state whether the borrowing company adopts the same balancing date and financial year for the purpose of its audited financial accounts as those of its holding company and all its holding company's subsidiaries.

NOTE.  The Exchange will not enforce this requirement if the trustee or the company to be appointed trustee for the issue so requests and application has been made to the Council for its consent and such consent granted.

PART VII—CONTINUING LISTING REQUIREMENTS

Regulation 40—Continuing Obligations of a Listed Member.

While a company remains on the First List or Second List it is required to comply with the requirements in this Part and to provide explanations requested by the Exchange.

Regulation 41—Immediate Announcements to be made to the Exchange for Release.

The following matters shall be immediately announced by a listed company which shall prepare the announcements for release by the Exchange—

(a) any information concerning the company or any of its subsidiaries necessary to avoid the establishment of a false market in the company's securities or which is likely to materially affect the price of its securities. (The Corporate Disclosure Policy of the Exchange, set out in Part VIII, is applicable and listed companies should be familiar with this policy);

(b) any intention to fix a books closing date and the reason therefore, stating the books closure date, which shall be at least 14 days after the date of notification to the Exchange, and the address of the share registry at which documents will be accepted for registration;

(c) any recommendation or declaration of dividend (including bonuses, if any), the rate and amount per share and date of payment and, where there is a variation in an interim or final dividend for the corresponding period in the previous year, the directors shall state the reasons for the variation at the  time of the recommendation of the declaration;

(d) any recommendation or decision that dividend will not be declared and the reasons for such recommendation or decision;

(e) any meeting at least 21 days before such meeting is held or such shorter notice period as is permitted by the company's regulations, specifying the place, date and hour of the meeting;

(f) all special resolutions put to a general meeting of the company (as provided by the company's regulations) and immediately after such meeting whether or not the resolutions were carried;

(g) any call to be made upon any of the partly paid share capital of the company;

(h) any change of address of the registered office of the company or of any office at which the register of securities of the company is kept;

(i) any change in the directors, company secretary or auditors of the company;

(j) any proposed alteration of the regulations of the company;

(k) any notice of substantial shareholdings or changes received by the company and details thereof;

(l) any application filed with a court to wind up the company or any of its subsidiaries;

(m) the appointment of receiver or liquidator of the company or any of its subsidiaries;

(n) any acquisition of shares of another company or any transaction resulting in such company becoming a subsidiary of the company;

(o) any acquisition of shares resulting in the holding of 10 per cent or more of the stated capital of another listed company, or in the case of an unlisted company where the valuation of the transaction exceeds 5 per cent of the net assets; and

(p) any sale of shares in another company—

(i) resulting in a company ceasing to be a subsidiary; or

(ii) resulting in a holding falling below 10 per cent of the issued capital of that company if  it is a listed company.

Regulation 42—End of Financial Year Announcements.

After the end of the company's financial year, no announcement shall be made of any—

(a) dividend;

(b) bonus or rights issue;

(c) closing of the books;

(d) capital return;

(e) passing of a dividend;

(f) sales or  turnover;

unless accompanied by a preliminary financial statement as required in regulation 44.

Regulation 43—Periodic Reports Required of a Listed Company.

(1) A listed company shall give to the Exchange a half yearly report as soon as figures are available and in any event not later than 6 months after the end of the first half yearly period in the financial year, giving all the information prescribed in the Form set out in Schedule II to these Regulations.

(2) Where a company has subsidiaries, the report shall be based on the group accounts.

Regulation 44—Preliminary Financial Statement from a Listed Company.

(1) A listed company shall give to the Exchange a preliminary financial statement as soon as figures are available and in any event not later than 3 months after the end of the financial year giving all the information prescribed in the Form set out in Schedule III to these Regulations.

(2) Where a company has subsidiaries, the said statement, shall be based on the group accounts.

Regulation 45—Annual Report of Listed Company.

(1) The interval between the close of the financial year of a listed company and the issue of the printed annual report to the company's shareholders and the Exchange shall not exceed 9 months.

(2) Where a limited company has subsidiaries, its annual audited accounts shall be prepared in consolidation form in accordance with section 127 of Companies Code, 1963 (Act 179).

(3) There shall be set out as separate items in every listed company's annual report—

(a) a statement showing the amount of its turnover and investment and other income excluding extraordinary item, together with comparative figures for the previous year;

(b) a statement of source and application of funds  with comparative figures for the previous year;

(c) a statement as at end of the financial year, showing the interest of each director of the company in the stated capital of the company, or in a related company, appearing in the register maintained under the provisions of the Companies Code 1963 (Act 179);

(d) particulars of material contracts involving directors' interests, either still subsisting at the end of the financial year or, if not then subsisting, entered into since the end of the previous financial year, providing, in the case of a loan, without limiting the generality of the foregoing—

(i) the names of the lender and the borrower;

(ii) the relationship between the borrower and the director (if the director is not the borrower);

(iii) the amount of the loan;

(iv) the interest rate;

(v) the terms as to payment of interest and repayment of principal; and

(vi) the security provided.

(e) a statement made up to date not earlier than 6 weeks from the date of issue of the annual audited accounts indicating the date of such statement and setting out—

(i) the names of the substantial shareholders and the number of equity securities in which they have an interest as shown in the company's register of shareholders;

(ii) the number of holders of each class of equity security and the voting rights attaching to each class;

(iii) a distribution schedule of each class of equity security setting out the number of holders in the following categories—

        1 —  1000

   1001 —  5000

   5001 —10000

10001 and over;

(iv) a statement of the percentage of the total holding of the 20 largest holders of each class of equity security; and

(v) the names of the 20 largest holders of each class of equity security and the number of equity securities of each class held.

(f) the name of the company's secretary, the address and telephone number of the registered office; and the address of each office at which a register of securities is kept.

(4) In respect of land and buildings, whether freehold or leasehold, a brief description of each of the major properties together with an indication as to the location of the properties concerned shall be shown as a note to the account.

Regulation 46—Certificates, Transfers, Transmissions and Registers.

(1) A listed company shall allot securities within 30 days of the final applications closing date for an issue of securities and despatch certificates within 21 days of the date of allotment.

(2) A listed company shall despatch, within 30 days after the day of lodging of a registrable transfer of securities of the company, a certificate in respect of such securities and a balance certificate for any remainder.

(3) When so requested by the transferee at the time of lodging of a registrable transfer of securities of the company, a listed company shall despatch the certificate in respect of those securities to the lodging broker.

(4) A listed company shall not refuse to register or fail to register or give effect to any transfer in registrable form of a fully paid security issued by a company on the First List or Second List unless—

(a) the registration of the transfer would result in a contravention of or a failure to observe the provisions of a law in Ghana; or

(b) the transfer is in respect of a partly paid security in respect of which a call has been made and is unpaid.

(5) Where in the exercise of its rights under sub-regulation 4 of this regulation a listed company refuses to register a transfer of a security it shall give to the lodging broker and the transferee written notice of the refusal and the precise reasons for it within 14 days after the date on which the transfer was lodged with the company.

(6) A listed company shall accept for registration transfers of the company's securities executed on a standard form of transfer approved by the Exchange or on such other form in lieu thereof as maybe approved by the Exchange.

(7) A listed company shall design proxy forms in a manner which will allow a shareholder of the    company appointing a proxy to indicate how he would like his proxy to vote in relation to each resolution.

(8) A listed company shall give to the Exchange or any member company upon enquiry an extract of the stock or share register showing full details on or between the named date or dates of all entries relating to the registration of stock or shares entered or deleted under any particular name and the relevant certificate numbers and the names into which or from which any particular stock or share may have been transferred.;

Regulation 47—Requirement Relating to new Issues of Securities.

(1) A listed company shall not issue securities to transfer a controlling interest in the company without prior approval of shareholders in general meeting.

(2) A listed company intending to make a rights issue should promptly make an announcement, which shall state that the rights issue is subject to the approval of the Exchange; and the price, terms and purpose of the rights issue as well as the financial circumstances which call for the rights issue should also be disclosed.

(3) No date should be fixed for closing of books until the issue has been approved by the Exchange.

(4) In relation to a rights issue in which holders of securities are given the right to participate in proportion to the amount of existing shares to which they are holding, such rights shall allow for renunciation in part or in whole in favour of a third party at the option of the entitled shareholders.

(5) The Exchange will not entertain any rights issue in which the rights cannot be made renunciable in part or in whole in favour of a third party at the option of the entitled shareholders.

(6) In relation to rights issues the listing company shall fix the closing date for the receipt of applications for, and acceptance of the new securities not earlier than 30 days after the books closing date.

(7) A listed company intending to make a capitalisation issue should promptly make an announcement which shall state that the capitalisation issue is subject to the approval of the Exchange; and no date should be fixed for the closing of books until the issue has been approved by the Exchange.

(8) A listed company shall issue to the persons entitled within 10 days (or such longer period as the Exchange may approve) after a books closing date—

(a) letter of entitlement;

(b) provisional letter of allotment incorporating—

(i) form of acceptance;

(ii) request for splits;

(iii) form of renunciation;

(iv) form of nomination;

(v) excess shares application form.

(9) A listed company shall submit to the Exchange in sufficient time for examination and approval two copies of drafts of all circulars and other documents proposed to be sent to those entitled in relation to a now issue.

Regulation 48—Holding of Securities of a Listed Company by its Directors.

(1) Except in the case of a rights issue to shareholders, no director of a listed company shall participate directly or indirectly in an issue of equity securities or other securities with rights of conversion to equity unless shareholders in general meeting have approved of the specific allotment to be made to such a director and unless the director holds office in an executive capacity.

(2) Such directors shall abstain from exercising any voting rights on the matter.

(3) The notice of meeting for the purposes of this regulation shall state—

(a) the number of securities to be so allotted;

(b) the precise terms and conditions of the issue; and

(c) that such directors shall abstain from exercising any voting rights.

Regulation 49—Holding of Specific Entitlement in New Issues.

(1) When holders are offered a specific entitlement in a new issue of securities, or in a company about to be floated, such entitlement must be on a pro rata basis with no restriction placed on the number of shares to be held before entitlements accrue.

(2) Once the basis of the entitlement is declared the company shall not make any subsequent alterations to such entitlements.

(3) A listed company shall not close its register to determine holders' entitlement to participate  in a new company until 14 days after copies of the new company's registered prospectus or memorandum of offer for sale or other documents have been lodged with the Exchange.

Regulation 50—Issue of Sale of Securities to Employees of a Member Company.

(1) All schemes involving the issue or sale of shares or other securities (including options) to employees shall be governed by the provisions of this regulation which shall apply to schemes not only of all listed companies but also all subsidiaries thereof even if the subsidiary is incorporated and operating abroad.

(2) The scheme, which must be approved by the company in general meeting, must contain provisions relating to—

(a) the persons to whom securities may be issued or sold under the scheme ("participants");

(b) the total amount of the securities subject to the scheme which must be not more than 10 per cent of the issued share capital;

(c) a fixed maximum entitlement for any one participant;

(d) the amount, if any, payable on application or acceptance and the basis for determining the subscription or sale, or option price, the period in or after which payments or calls, or loans to provide the same, may be paid or called; and

(e) the voting, dividend, transfer and other rights, including those arising on liquidation of the company, attaching to the securities.

(3) The scheme or corresponding document if not circulated to the shareholders, must be available for inspection for at least a period of 14 days at the registered office of the company.

(4) The resolution of the company must approve a specific scheme and refer either to the scheme itself (if circulated to the shareholders) or to a summary of its principal terms included in the circular which must contain all the provisions set out in this regulation.

(5) Where directors of the company are trustees of the scheme or have an interest direct or indirect in the scheme, the circular must disclose that interest.

(6) Unless the securities, subject to the scheme, are identical, with other listed securities they must be separately designated.

(7) A scheme may provide for adjustment of the subscription or option price or the number or amount of securities subject to the scheme, not already allotted, in the event of a capitalisation issue and may provide for variation of the terms in the event of other circumstances (e.g. sub-division or consolidation of shares) and, such variation should normally give a participant the same proportion of the equity capital as that to which he was previously entitled.

(8) The issue of securities as consideration for an acquisition will not normally be regarded as a circumstance requiring adjustment.

(9) Adjustment other than on a capitalisation issue must be confirmed in writing by the company's auditors to be in their opinion fair and reasonable.

(10) The scheme must provide that the provisions relating to the matters contained in sub-regulation (2) of this regulation cannot be altered to the advantage of participants without shareholders' prior approval.

Regulation 51—Form and Content of Securities Certificates.

(1) The number of securities represented by certificates must be clearly shown in words and figures on the face of the certificates or in such other manner as may be approved by the Exchange.

(2) The certificates shall be designed so that forgery and alterations are readily detectable.

(3) The printing of securities certificates must be entrusted to security printers recognised by the Council.

Regulation 52—Further Requirements of Listed  Members.

(1) A listed company shall comply with the requirements of the Exchange covering take-overs and mergers, as published from time to time.

(2) In the case where a valuation has been conducted on the fixed assets of a company or its subsidiaries or both, a copy each of the valuation reports must be submitted to the Exchange which may reject it in part or in whole, and a copy shall also be made available for inspection at the company's registered office for a period of 3 months.

(3) Where any agreement has been entered into in connection with any acquisition or realisation of assets or any transaction outside the ordinary course of business of the company or its subsidiaries or both, a copy each of the relevant agreements must be lodged with the Exchange and be made available for inspection at the company's registered office for a period of 3 months.

(4) Within 6 months of the end of the financial year of a listed company, a full list of shareholders together with their respective shareholdings must be submitted to the Exchange, but the company may be required to comply with this sub-regulation only once in every two years.

(5) All documents submitted to the Exchange by a company shall become and remain the property of the Exchange which may, make copies of any or all of such documents and forward such copies to any Exchange, the public, the media, or any other interested party.

(6) In publishing any document in its possession, the Exchange will endeavour to achieve a fair balance between the commercial interest of listed companies and the interest of investors.

(7) When for a period of 30 days or more the liquid assets of a company other than a bank or a finance company represent more than 50 per cent of the assets of the company, the company's securities may be suspended from the First List or Second List until the company invests or employs those assets and details of the investment or employment have been advised to shareholders and the Exchange.

(8) Documents for overseas shareholders shall be forwarded by air.

(9) A listed company shall supply the Exchange with 10 copies of—

(a) all periodical and special reports, circulars, etc., released or issued by the company for the information of holders of any of the company's securities as soon as they are released or issued;

(b) the published accounts of the company and all documents required by law to be annexed thereto, as soon as issued and at least 21 days prior to the date of the annual meeting of the company;

(c) all special resolutions passed at general meetings of the company as soon as they are passed; and

(d) all proceedings of the annual general meeting where they contain information additional to that contained in the annual report as soon as practicable after such meeting.

Regulation 53—Fees Payable by Members.

The fees prescribed in Schedule IV to these Regulations which may be varied from time to time by the Council, shall be payable to the Exchange, as follows—

(a) in respect of annual listing fees, such fees shall be paid in advance not later than 31st January each year;

(b) application fees shall accompany applications;

(c) all other fees shall be paid as and when the Exchange may direct.

Regulation 54—Minimum Number of Shareholders.

A listed company shall be delisted 6 months after receiving notice to this effect from the Council, if the number of public shareholders falls below the number prescribed by the Exchange under sub-regulation (1) of regulation 5.

PART VIII—DISCLOSURE POLICY

Regulation 55—Outline of Exchange Disclosure Policies.

The Exchange considers that the conduct of a fair and orderly market requires every listed company to make available to the public information necessary for informed investing and to take reasonable steps to ensure that all who invest in its securities enjoy equal access to such information.

Regulation 56—Immediate Public Disclosure of Material Information.

(1) A listed company is required to make immediate public disclosure of all material information concerning its affairs, except in exceptional circumstances.

(2) A listed company is required to release material information to the public in a manner designed to obtain its fullest possible public dissemination.

Regulation 57—Clarification or Confirmation of Rumours and Reports.

Whenever a listed company becomes aware of a rumour or report, true or false, that contains information that is likely to have, or has had, an effect on the trading in the company's securities or might have a bearing on investment decisions, the company is required to publicly clarify the rumour or reports as promptly as possible.

Regulation 58—Response to an Unusual Market Action.

(1) Whenever unusual market action takes place in a listed company's securities, the company is expected to make inquiry to determine whether rumours or other conditions requiring corrective action exist, and if so, to take whatever action is appropriate.

(2) If, after the company's review, the unusual market action remains unexplained, it may be appropriate for the company to announce that there has been no material development in its business and affairs not previously disclosed nor, to its knowledge, any other reason to account for the unusual market action.

Regulation 59—Unwarranted Promotional Disclosure.

(1) A listed company should refrain from promotional disclosure activity which exceeds that necessary to enable the public to make informed investment decisions.

(2) Such activity includes inappropriately worded news releases, public announcements not justified by actual developments in a company's affairs, exaggerated reports or predictions, flamboyant wording and other forms of over-stated or over-zealous disclosure activity which may mislead investors and cause unwarranted price movements and activity in a company's securities.

Regulation 60—Insider Trading.

(1) Insiders should not trade on the basis of material information which is not known to the investing public.

(2) Insiders should refrain from trading, even after material information has been released to the press and other media, for a period sufficient to permit thorough public dissemination and evaluation of the information.

PART IX—GENERAL PROVISIONS

Regulation 61—Transitional Provision.

(1) For a period of twelve months after the date of commencement of the operations of the Exchange, the Council may admit public companies to listing through an Introduction without the need for publishing a prospectus complying with these Regulations provided that the following conditions are satisfied—.

(a) the application for listing by way of an Introduction is made to the Council within six months of the date of commencement of operations by the Exchange;

(b) the application is made by a public company that has at least 15 per cent of its issued shares held by the general public;

(c) the applicant company has, as per its latest audited balance sheet, net assets of at least ¢100m;

(d) the application is made exclusively in relation to securities of the applicant already in issue which are of such an amount and are so widely held that their marketability when listed can be assumed; and

(e) a listing statement containing the particulars specified in subregulation (3) of this regulation is published by the applicant after approval by the Council.

(2) The application procedure under this regulation shall be the same as in regulations 18 to 21 with such modification as may be necessary, except that the requirement of a listing statement, as provided for in sub-regulation (1) (e) of this regulation shall be substituted for the requirement of a prospectus wherever it appears.

(3) The listing statement shall specify at least the following—

(a) the name and date of incorporation of the issuer;

(b) the amount and title of the securities for which listing is sought;

(c) the proportion of the securities held by the general public;

(d) the name of the sponsoring Licensed Dealing Member;

(e) short history of the company since its inception including particulars of any re-organisation reconstruction, amalgamation, merger, etc.. with details of the company's activities.

(f) details of capital structure since its inception and dividend record;

(g) details of loan stock since inception and the position on the date of application;

(h) statement containing particulars of the dates of and parties to all material contracts and agreements including agreements for foreign collaboration and technical advice, concessions and similar other documents, except those entered into in the ordinary course of the business carried on by the company, together with a short description of terms, subject matter and general nature of the documents;

(i) a statement indicating that for 21 days from the date of publication. of the Listing Statement copies of the following documents are available at the registered office of the issuer and the offices of the Exchange—

(i) copies of agreements with financial institutions and banks for long term loans;

(ii) copies of any prospectus, statement in lieu of prospectus, offer for sale or circular offering  securities for subscription which have been issued by the applicant since its incorporation; and

(iii) copies of every valuation report, contract, court order or any other document any part of which is reproduced or referred to in any of the documents referred to in sub-paragraph (ii) of this paragraph.

Regulation 62—Power to Modify Regulations.

The Council of the Exchange may in any particular circumstances as it deems fit dispense with or modify the application of these Regulations subject to such conditions as it may determine.

Regulation 63—Interpretations.

In these Regulations unless the context otherwise requires—

"books closing date" means the specified time and date set by a company for the lodging of transfers for the purpose of determining persons entitled to dividends, interest or new securities or rights to a priority of application for issues of securities;

borrowing company" means a company that is or will be under a liability to repay any money received or to be received by it in response to an invitation to the public or to existing security holders to subscribe for or purchase loan securities of the company;

"corporate substantial shareholder" means any corporate shareholder entitled to exercise or control the exercise of 30 per cent or more of the voting power at general meetings of the company or one which is in a position to control the composition of a majority of the board of directors of the company;

"Council" means the Council of the Ghana Stock Exchange;

"debentures" or "debenture stock" means, in relation to loan securities, debentures or debenture stock which in addition to any other security in respect thereof, are secured by a floating charge over the whole or substantially the whole assets and undertaking of the borrowing company and guarantor companies;

"Exchange" means the Ghana Stock Exchange;

"a founder-member" means a member who before 31st December, 1990—

(i) contributed at least ¢5m. in cash or in kind towards the promotion of the Exchange; and

(ii) joined the membership of the Exchange, except that National Trust—Holding Company Limited is exempted from the application of condition (i) above;

"Government" means the Government of Ghana;

"guarantor company" in relation to a borrowing company, means a company that has guaranteed or has agreed to guarantee the repayment of any money received or to be received by the borrowing company in response to an invitation to the public to subscribe for or purchase loan securities of the company;

"issuer" means any public company or other legal entity whose securities are the subject of an application for admission, or have been admitted to listing;

"Licensed Dealing Member" means a member of the Exchange, being a corporate body, which is licensed to deal in securities;

"listed" means admitted to the First List or the Second List of the Exchange;

"listed company" means a company any part of whose equity securities or loan securities has been admitted to listing;

"loans securities" includes—

(a) debentures within the meaning of the Companies Code, 1963 (Act 179) which are unsecured;

(b) mortgage debentures or mortgage debenture stock:

(c) debentures or debenture stock;

(d) securities of the Government of Ghana; and

(e) securities guaranteed by the Government of Ghana;

"mortgage debentures" or "mortgage debenture stock" means that the issue, in addition to any other security in respect thereof, is secured by a first mortgage given to a trustee for the holders of the debentures to be issued in relation to the deposit of loan over land vested in the borrowing company or in any of its guarantor companies and that the mortgage has been duly registered, or is a registrable mortgage which has been lodged for registration, in accordance with the law relating to the registration of mortgages of land and that the aggregate amount of such moneys and of all other liabilities if any, secured by the mortgage of that land ranking pari passu with the liability to repay such money does not exceed sixty per cent of the value of the company's interest in that land as shown in a written valuation of an independent person competent and qualified to make the valuation for inclusion in the Prospectus or Memorandum of Sale;

"securities" means share securities and loan securities;

"share securities" means shares (including preference shares), rights or interests (whether described as units or shares), otherwise under any unit trust and rights to or options to subscribe for any of the foregoing;

"substantial shareholder" means any shareholder entitled to exercise or control the exercise of 30 per cent or more of the voting power at general meetings of the company or one who is in a position to control the composition of a majority of the board of directors of the company;

(2) Unless the context otherwise requires or it is otherwise provided in sub-regulation (1) of this regulation words and phrases to which a meaning is assigned in the First Schedule of the Companies Code, 1963 (Act 179) shall if used herein have the same meaning.

SCHEDULES

SCHEDULE I

Form I

(Regulation 21 (1) (h))

UNDERTAKING BY COMPANY IN SUPPORT OF ITS APPLICATION FOR ADMISSION TO THE FIRST LIST* OF GHANA STOCK EXCHANGE

To:

GHANA STOCK EXCHANGE

................................................................................................................................. (the Company)

(Name of Company)

in consideration of Ghana Stock Exchange ("the Exchange") granting the Company's application for admission to First List* of the Exchange ("the First List")* of the Securities described in the Company's form of Application HEREBY ACKNOWLEDGES that the Company shall remain on the First List* only during the pleasure of the Exchange and HEREBY UNDERTAKES AND AGREES to comply with the Continuing Listing Requirements of the Exchange.

The above Undertaking has been signed by me as ........................................... of ............................................................

(Title)                                       (Name of Company)

pursuant to authority granted me by resolution of the Board of Directors of said Company on .....................................

Date......................................................       Signature..............................................................

Name  .................................................................

 *Or the Second List, as appropriate

Form II

(Regulation 28 (2) )

Application has been made to the Ghana Stock Exchange for permission to list all the shares of the Company already issued as well as those shares which are the subject of this Issue.  Acceptance of applications will be conditional upon permission being granted to list all of the issued shares of the company.  Monies paid in respect of any application accepted will be returned if the said permission is not granted.  The Ghana Stock Exchange assumes no responsibility for the correctness of any of the statements made or opinions or reports expressed in this Prospectus.  Admission to the First List/Second List is not to be taken as an indication of the merits of the company or of the shares.

SCHEDULE II

PROFORMA FOR HALF YEARLY REPORT AND DIVIDEND ANNOUNCEMENT

(Regulation 43)

Date..................................

................................................................................................................................................

(Name of Company)

Half Yearly Report on consolidated results for the six months ended /    /.  These figures *have/have not been audited.

Latest

Half Year

to     /      /       

C'000

Co. Group      Previous Corresponding Period    

C'000

Co. Group     

%

 + or —   

Co. Group     

1.  (a) TURNOVER

     (b) Investment and other Income excluding Extraordinary Items.

2. (a) Consolidated Operating *Profit/Loss before Income Tax, Minority Interests and     

    Extraordinary Items and after Interest on Borrowings, Depreciation Amortisation (see   

    notes (i) (ii) below).

(b) Income derived from associated companies.

(c) Less Income Tax

(d) (i) Consolidating Operating

*Profit/Loss before deducting

Minority Interest

(ii) Less Minority Interests.

(e) CONSOLIDATED OPERATING *PROFIT/LOSS ATTRIBUTABLE TO   

     MEMBERS OF THE COMPANY.

(f) (i) Extraordinary Items

(ii) Less Minority Interests.

(iii) Extraordinary Items attributable to Members of the Company.

(g) Consolidated Operating *Profit/ Loss and Extraordinary Items attributable to

Members of the Company.

Note: (i) Interest on Borrowings, including interest on Bank Overdrafts, charged as an   

          expense.

         (ii) Depreciation including Amortisation.                              

3. Any material factors affecting the earnings and/or revenue of the company/group.  A brief comment by the directors on the results of the period reported on to identify any material factors affecting the earnings and/or income of the company/group, together with a reference to any significant trend or event in this regard which may have occurred between the date up to which the report refers and the date on which the report is issued.

4.  Earnings in Cedis per share based on 2 (e) after deducting there from provision for preference dividends, if any.  Latest

Half

year C Previous

Corresponding

Period C       

5. Whether the tax figure contains any adjustment for, under or over provisions in respect of prior years.

6. Any pre-acquisition profits.

7. Any profits on the sale of investments and properties.

8. A note stating details of rights, bonus and/or other issues of equity shares since the previous dividend was paid.

9. An indication of current year prospects.

10. Dividend: To be completed if a decision regarding dividend has been made.

(a) an interim ordinary dividend *has/has not been *declared/recommended.

(b) Amount per share .................... Cedis.  Previous corresponding period ................. Cedis.

(c) Date payable .............................

(d) Registrable Transfers received by the company up to 5 p.m. on .................. 19 ........ will be registered before entitlements to the dividend are determined.

SCHEDULE III

PROFORMA PRELIMINARY FINAL STATEMENT AND DIVIDEND ANNOUNCEMENT

(Regulation 44)

DATE: ...................................

................................................................................................................................................

(Name of company)

Preliminary Final Statement on consolidated results for the year ended / .  These figures *have/have not been audited.

            Latest

Year to     

¢ '000

Co. Group      Previous

Year to   

¢ '000

Co. Group      %

 + or —          

1. (a) TURNOVER

    (b) Investment and other Income excluding Extraordinary Items.                                

2. (a) Consolidated Operating *Profit/Loss before Income Tax, Minority Interests and     

    Extraordinary Items and after Interest on Borrowings, Depreciation Amortisation (see   

    notes (i), (ii) below).

    (b) Income derived from associated companies.

    (c) Less Income Tax

   (d) (i) Consolidated Operating *Profit/Loss before deducting Minority Interests.

        (ii) Less Minority Interests

   (e)  Consolidated Operating *Profit/Loss attributable to Members of the Company.

   (f) (i) Extraordinary Items

       (ii) Less Minority Interests

      (iii) Extraordinary Items attributable to Members of the Company.

   (g) Consolidated Operating *Profit/Loss and Extraordinary Items attributable to   

    Members of the Company.

Notes: (i) Interest on Borrowings, including interest on Bank Overdrafts charged as an  

            expense.

            (ii) Depreciation including Amortisation.

Operating Profit 2 (d) (i) above) as a percentage of Turnover 1 (a) above):           

Latest

Year %            Previous

Year %           

4.  Operating Profit 2 (e) above) as a percentage of Issued Capital and Reserves at end of year:    Latest

Year %            Previous

Year %           

5. Earnings in Cedis per ordinary share for the year based on 2 (e) after deducting therefrom, provision for preference dividends, if any:           

Latest

Year %           

Previous

Year %           

6. Any material factors affecting the earnings and/or revenue of the company/group.  A brief comment by the directors on the results of the period reported on to identify any material factors affecting earnings and/or income of the company/group, together with a reference to any significant trend or event in this regard which may have occurred between the date up to which the report refers and the date on which the report is issued.

            Latest

Year to

/          /            Previous

Year to

/          / %

+ or —

/          /           

7. (a) Consolidated Operating *Profit/Loss (ref. 2(e) above) reported for first half year.

(b) Consolidated Operating *Profit/Loss (ref. 2(e) above) for second half year.                                  

8. Whether the tax figure contains any adjustment for under or over-provisions in respect.

9. Any profits on the sale of investments and properties.

10. A note stating details of rights, bonus and/or other issues of equity shares since the previous dividend was paid.

11. Dividend:  To be completed if a decision regarding dividend has been made.

(a) A final ordinary dividend *has/has not been *declared/recommended.

(b) amount per share ......................................................... Cedis

(c) Date payable .........................................................................

(d) Interim Dividend was ................................................. Cedis

(e) Annual Dividend per share:

Ordinary ............................... Cedis         Previous year ..................... Cedis

Preference ............................ Cedi

            Latest

Year to

 /       /       

C '000

Co.      Previous

Year to

 /       /        

C '000

Co.     

(f) Total annual dividend—

ordinary

preference

Total

(g) Registrable Transfers received by the company up to 5 p.m. on ............... 19 ................. will be registered before entitlements to the dividend are determined.

SCHEDULE IV

LISTING FEES

(REGULATION 53)

(Subject to change from time to time)

A. Equities

(i) Application Fee    Market  Capitalisation          Founder Members    Other Members         Non- Members           

¢m       ¢m       ¢m       ¢m      

30 or less       0.05    0.20    0. 35  

31- 100           0.10    0.30    0.50   

101- 500        0.15    0.40    0.65   

501-1000       0.25    0.50    0.75   

1001-2000     0.30    0.60    0.90   

2001-2500     0.35    0.70    1.05   

2501-5000     0.40    0.80    1.20   

5001 and above        0.50    1.00    1.50   

(ii) Listing Fee           Market  Capitalisation          Founder Members    Other Members         Non- Members           

¢m       ¢m       ¢m       ¢m      

30 or less       0.15    0.50    0. 90  

31- 100           0.20    0.75    1.25   

101- 500        0.35    1.00    1.65   

501-1000       0.50    1.50    2.50   

1001-2000     1.00    2.00    3.00   

2001-2500     1.20    2.40    3.60   

2501-5000     1.25    2.50    3.75   

5001 and above        1.50    3.00    4.50   

(iii) Annual Fees        Market  Capitalisation          Founder Members    Other Members         Non- Members           

¢m       ¢m       ¢m       ¢m      

30 or less       0.05    0.20    0. 35  

31- 100           0.10    0.30    0.50   

101- 500        0.15    0.40    0.65   

501-1000       0.25    0.50    0.75   

1001-2000     0.30    0.60    0.90   

2001-2500     0.35    0.70    1.05   

2501-5000     0.40    0.80    1.20   

5001 and above        0.50    1.00    1.50   

B. Corporate Bonds

Fees for each class of original and additional loan securities issued by a listing company:—

First up to ¢250 million     . .          . .           . .             . .    0.001

Next ¢251m-1 billion          . .          . .           . .             . .   0.0008

Next over ¢l billion . .         . .           . .          . .             . .   0.0004

C. Government Stocks

(i) Original and additional listing fees

All stocks           . .         . .           . .          . .             . .   0.0002

(ii) Annual Fees

Based on average and Quarter of previous. .             . .   0.0001

6 months.

D. All Securities

In connection with all applications and investigations,

hearing fee per case    . .         . .         . .         . .         . .         . .    ¢100,000

1. Mrs. Gloria Nikoi  . .         . .         . .         . .         . .         . .    Chairperson

2. Mr. Kwasi Akoto  . .         . .         . .         . .         . .         . .    Member

3. Mr. Edward Kingsley Akyea-Djamson     . .         . .         . .    Member

4. Mr. Yeboa Amoa   . .         . .         . .         . .         . .         . .    Member

5. Mrs. Stephanie Henrietta Baeta Ansah     . .         . .         . .    Member

6. Mr. Ebenezer Joseph Amaboye Aryee     . .         . .         . .    Member

7. Mr. Guri Dobo      . .         . .         . .         . .         . .         . .    Member

8. Mr. Afare Apeadu Donkor            . .         . .         . .         . .    Member

9. Ms. Lauretta Vivian Lamptey       . .         . .         . .         . .    Member

10. Mr. Emmanuel Noye Nortey      . .         . .         . .         . .    Member

11. Mr. Samuel Yaw Osafo-Maafo   . .         . .         . .         . .    Member

Date of Gazette Notification: 11th  January, 1991.