CMA commences public exposure of reviewed Public Offers, Listing and Disclosures Regulations
Nairobi, 04 May 2022…To increase and retain listings at the Nairobi Securities Exchange (NSE), support capital raising by Small and Medium Enterprises (SMES) and enhance investor protection, the Capital Markets Authority (CMA) has developed draft Public Offers Listing and Disclosures Regulations and commenced a 30-day public exposure of the same. The exposure period runs from 02 May to 03 June 2022.
The draft Regulations are a review of the Capital Markets (Securities) (Public Offers Listing and Disclosures) Regulations (POLD), 2001 and seek to address emerging issues and market dynamics to respond to evolving needs of issuers and investors. They also seek to enable access to the capital markets by Small and Medium-Sized Enterprises (SMES) to raise both equity and debt capital.
The CMA Chief Executive Officer, Mr. Wyckliffe Shamiah said; “the review of the POLD Regulations is in line with the third Medium Term Plan (2018-2023) of the Vision 2030 Economic Blueprint by creating a facilitative legal framework to support financing of flagship projects through the capital market. The Capital Market Master Plan (2014-2023) also recommended the need for review of the regulations to streamline the listing requirements and encourage capital raising and listings on the NSE’’.
Mr. Shamiah explained that the review is an important first step to align the regulatory framework to market realities including the advancement of technology which has transformed the way markets operate including the capital raising business models. It further addresses approval turnaround times, shelf registration and valuation of securities, among other gaps in the existing POLD Regulations.
The CMA Chief Executive Officer observed; “The draft Capital Markets (Public Offers and Listing of Securities) Regulations, 2022 (the draft Regulations) provide guiding principles, aimed at establishing fair, efficient and transparent capital markets by encouraging and promoting timely and accurate disclosure of information to investors. They also provide for promoting investor protection and improved investor confidence in the capital markets amongst other guiding principles’’.
The draft Regulations have also introduced two new market segments: SME Fixed Income Securities Market Segment (SME FISMS) and Small and Medium Enterprises Market Segment (SMEMS). SME FISMS is a market segment for listing debt securities with an initial offer size below Ksh250 million or an amount set by CMA. The SMEMS is a market segment for listing non-debt securities issued by SMES.
Special Purpose Acquisition Vehicles (SPACS) have also been introduced. SPACs are issuers set up to raise funds through an initial public offering by buying another company, which is the resulting issuer. The resulting issuer should have clear core business and offer reasonable returns to shareholders based on equity capital employed.
In recognition of the advancements in technology, electronic offers of securities have been introduced, considering the use of the internet or other electronic/automated means. This cater for offers where investors subscribe by submitting applications electronically or the applications and allotments are processed and completed electronically.
To enhance investor protection, the draft Regulations apply to all offers of securities to the public in Kenya, whether or not the issuer is seeking listing on any securities exchange in Kenya. They also provide for issue of securities to the public and private offers of securities as well as the eligibility requirements for issue of securities.
Issuers not seeking listing of securities on a securities exchange shall still be expected to meet the eligibility criteria and comply with the disclosure requirements. An issuer of a private offer shall not issue any public advertisement or utilize any media or agents to inform the public at large of such an offer.
Restricted public offers which means a public offer restricted to sophisticated investors or directly communicated to not more than 250 specifically identified persons in accordance with the Capital Markets Act has also been introduced. In addition, the green shoe option and shelf prospectus have been provided for to cater for the right reserved by an issuer to allot up to a specified number of securities above the number of the securities declared for a specific offer. Shelf prospectus are for issue in cases of restricted offer of securities.
BACKGROUND INFORMATION ON THE CAPITAL MARKETS AUTHORITY