project report on “listing of securities”

PROJECT REPORT ON

“Listing of securities”

IN PARTIAL FULFILLMENT OF THE REQUIREMENT

FOR

THE COURSE MASTER OF MANAGEMENT STUDIES

UNIVERSITY OF MUMBAI

SPECIALISATION:

Finance

1

INDEX

SR NO. TITLE PAGE NO.

1 LISTING 4

2 BSE – INDIA 5

3 NSE – INDIA 15

4 ASX – AUSTRALIA 33

5 BURSA MALAYSIA – MALASIA 40

6 SINGAPORE – SGX 44

7 USA – NASDAQ 52

8 UK – FTSE 61

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LISTING:

It is the process of taking a privately-owned organisation and making the transition to

a publicly-owned entity whose shares can be traded on a stock exchange.

Listing means admission of the securities to dealings on a recognised stock exchange.

The securities may be of any public limited company, Central or State Government,

quasi governmental and other financial institutions/corporations, municipalities, etc.

The ability to have its shares traded on a stock exchange is central to an organisation's

decision to list. The fundamental role of a stock exchange is to bring together in one

market place providers of capital and organisations that require capital.. Providers of

capital earn a return on their investments through dividends and capital growth,

thereby increasing the overall wealth of the nation, while the organisations in which

they invest provide jobs and drive the economic development of Country.

The objectives of listing are mainly to :

provide liquidity to securities;

mobilize savings for economic development;

protect interest of investors by ensuring full disclosures.

These benefits include:

Access to capital for growth – listing gives one the opportunity to raise

capital to fund acquisitions and/or organic growth.

Higher public and investor profile – listing generally raises organisation’s

public profile with customers, suppliers, investors and the media. Organisation

may also be covered in analyst reports and may be included in an index.

Institutional investment – public listing means organisation will find it easier

to attract institutional and professional investors.

Improved valuation – being listed generates an independent valuation of

organisation by the market.

A (secondary) market for organisation’s shares – trading of shares on

gives shareholders the opportunity to realise the value of their holdings, which

in turn can help broaden the shareholder base.

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Exit strategy for early stage investors – listing provides a mechanism for

founders of a company, family interests or early stage investors to exit their

investment.

Alignment of employee/management interests – the process of remunerating

the employees, executives and directors with shares is simplified, making it

easier to align the interests of employees with the goals of the organisation.

Reassurance of customers and suppliers – organisations listed on generally

find that the perception of their financial and business strength is improved.

READTNESS OF ORGANISATION TO GET LISTED :

What are the organisation's long-term goals and strategies?

Are there skill gaps at the senior management and board level?

How will these be resolved in a listed environment?

Are directors and senior managers prepared for greater disclosure,

accountability and transparency after listing?

Is organisation’s culture ready for listing?

Are there tax issues to be resolved?

Are strategies in place to retain key employees and key customers?

What initiatives (e.g. acquisitions) need to be completed before listing?

Are your operational, financial and management information systems

sufficiently robust for a listed organisation?

Have you taken account of corporate governance best practice?

Is the timing right for a listing, in terms both of the business and of market

conditions?

Do you understand what investors and the market expect and require from

you?

Answers to these questions will give a good indication of how prepared company is

for the transition to a publicly-listed company.

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BSE - INDIA

The Exchange has a separate Listing Department to grant approval for listing of

securities of companies in accordance with the provisions of the Securities Contracts

(Regulation) Act, 1956, Securities Contracts (Regulation) Rules, 1957, Companies

Act, 1956, Guidelines issued by SEBI and Rules, Bye-laws and Regulations of the

Exchange.

A company intending to have its securities listed on the Exchange has to comply with

the listing requirements prescribed by the Exchange. Some of the requirements are as

under :

A. Minimum Listing Requirements for new companies.

B. Minimum Listing Requirements for companies listed on other stock

exchanges.

C. Minimum Requirements for companies delisted by this Exchange seeking

relisting of this Exchange.

D. Permission to use the name of the Exchange in an Issuer Company's

prospectus.

E. Submission of Letter of Application.

F. Allotment of Securities.

G. Trading Permission.

H. Requirement of 1% Security.

I. Payment of Listing Fees.

J. Compliance with Listing Agreement.

K. Compliance with regard to Valuation Certificate for fixing the base price.

L. Cash Management Services (CMS) - Collection of Listing Fees.

A. Minimum Listing Requirements for new companies

The following revised eligibility criteria for listing of companies on the Exchange,

through Initial Public Offerings (IPOs) & Follow-on Public Offerings (FPOs),

effective August 1, 2006.

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ELIGIBILITY CRITERIA FOR IPOs/FPOs

1. Companies have been classified as large cap companies and small cap

companies. A large cap company is a company with a minimum issue size of

Rs. 10 crores and market capitalization of not less than Rs. 25 crores. A small

cap company is a company other than a large cap company.

a. In respect of Large Cap Companies

i. The minimum post-issue paid-up capital of the applicant

company (hereinafter referred to as "the Company") shall be

Rs. 3 crores; and

ii. The minimum issue size shall be Rs. 10 crores; and

iii. The minimum market capitalization of the Company shall be

Rs. 25 crores (market capitalization shall be calculated by

multiplying the post-issue paid-up number of equity shares with

the issue price).

b. In respect of Small Cap Companies

i. The minimum post-issue paid-up capital of the Company shall

be Rs. 3 crores; and

ii. The minimum issue size shall be Rs. 3 crores; and

iii. The minimum market capitalization of the Company shall be

Rs. 5 crores (market capitalization shall be calculated by

multiplying the post-issue paid-up number of equity shares with

the issue price); and

iv. The minimum income/turnover of the Company should be Rs.

3 crores in each of the preceding three 12-months period; and

v. The minimum number of public shareholders after the issue

shall be 1000.

vi. A due diligence study may be conducted by an independent

team of Chartered Accountants or Merchant Bankers appointed

by the Exchange, the cost of which will be borne by the

company. The requirement of a due diligence study may be

waived if a financial institution or a scheduled commercial

bank has appraised the project in the preceding 12 months.

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2. For all companies :

a. In respect of the requirement of paid-up capital and market

capitalisation, the issuers shall be required to include in the disclaimer

clause forming a part of the offer document that in the event of the

market capitalisation (product of issue price and the post issue number

of shares) requirement of the Exchange not being met, the securities of

the issuer would not be listed on the Exchange.

b. The applicant, promoters and/or group companies, should not be in

default in compliance of the listing agreement.

c. The above eligibility criteria would be in addition to the conditions

prescribed under SEBI (Disclosure and Investor Protection)

Guidelines, 2000.

B. Minimum Listing Requirements for companies listed on other stock

exchanges

The Governing Board of the Exchange at its meeting held on 6th August, 2002

amended the direct listing norms for companies listed on other Stock Exchange(s) and

seeking listing at BSE. These norms are applicable with immediate effect.

1. The company should have minimum issued and paid up equity capital of Rs. 3

crores.

2. The Company should have profit making track record for last three years. The

revenues/profits arising out of extra ordinary items or income from any source

of non-recurring nature should be excluded while calculating distributable

profits.

3. Minimum networth of Rs. 20 crores (networth includes Equity capital and free

reserves excluding revaluation reserves).

4. Minimum market capitalisation of the listed capital should be at least two

times of the paid up capital.

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5. The company should have a dividend paying track record for the last 3

consecutive years and the minimum dividend should be at least 10%.

6. Minimum 25% of the company's issued capital should be with Non-Promoters

shareholders as per Clause 35 of the Listing Agreement. Out of above Non

Promoter holding no single shareholder should hold more than 0.5% of the

paid-up capital of the company individually or jointly with others except in

case of Banks/Financial Institutions/Foreign Institutional Investors/Overseas

Corporate Bodies and Non-Resident Indians.

7. The company should have at least two years listing record with any of the

Regional Stock Exchange.

8. The company should sign an agreement with CDSL & NSDL for demat

trading.

C. Minimum Requirements for companies delisted by this Exchange seeking

relisting of this Exchange

The companies delisted by this Exchange and seeking relisting are required to make a

fresh public offer and comply with the prevailing SEBI's and BSE's guidelines

regarding initial public offerings.

D. Permission to use the name of the Exchange in an Issuer Company's

prospectus

The Exchange follows a procedure in terms of which companies desiring to list their

securities offered through public issues are required to obtain its prior permission to

use the name of the Exchange in their prospectus or offer for sale documents before

filing the same with the concerned office of the Registrar of Companies. The

Exchange has since last three years formed a "Listing Committee" to analyse draft

prospectus/offer documents of the companies in respect of their forthcoming public

issues of securities and decide upon the matter of granting them permission to use the

name of "Bombay Stock Exchange Limited" in their prospectus/offer documents. The

committee evaluates the promoters, company, project and several other factors before

taking decision in this regard.

E. Submission of Letter of Application

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As per Section 73 of the Companies Act, 1956, a company seeking listing of its

securities on the Exchange is required to submit a Letter of Application to all the

Stock Exchanges where it proposes to have its securities listed before filing the

prospectus with the Registrar of Companies.

F. Allotment of Securities

As per Listing Agreement, a company is required to complete allotment of securities

offered to the public within 30 days of the date of closure of the subscription list and

approach the Regional Stock Exchange, i.e. Stock Exchange nearest to its Registered

Office for approval of the basis of allotment.

In case of Book Building issue, Allotment shall be made not later than 15 days from

the closure of the issue failing which interest at the rate of 15% shall be paid to the

investors.

G. Trading Permission

As per Securities and Exchange Board of India Guidelines, the issuer company should

complete the formalities for trading at all the Stock Exchanges where the securities

are to be listed within 7 working days of finalisation of Basis of Allotment.

A company should scrupulously adhere to the time limit for allotment of all securities

and dispatch of Allotment Letters/Share Certificates and Refund Orders and for

obtaining the listing permissions of all the Exchanges whose names are stated in its

prospectus or offer documents. In the event of listing permission to a company being

denied by any Stock Exchange where it had applied for listing of its securities, it

cannot proceed with the allotment of shares. However, the company may file an

appeal before the Securities and Exchange Board of India under Section 22 of the

Securities Contracts (Regulation) Act, 1956.

H. Requirement of 1% Security

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The companies making public/rights issues are required to deposit 1% of issue

amount with the Regional Stock Exchange before the issue opens. This amount is

liable to be forfeited in the event of the company not resolving the complaints of

investors regarding delay in sending refund orders/share certificates, non-payment of

commission to underwriters, brokers, etc.

I. Payment of Listing Fees

All companies listed on the Exchange have to pay Annual Listing Fees by the 30th

April of every financial year to the Exchange as per the Schedule of Listing Fees

prescribed from time to time.

The schedule of listing fees for the year 2007-2008, prescribed by the Governing

Board of the Exchange is given hereunder

SCHEDULE OF LISTING FEES FOR THE YEAR 2007-2008

Sr.

No.

Particulars Amount

(Rs.)

1 Initial Listing Fees 20,000

2 Annual Listing Fees

(i) Companies with listed capital* upto Rs. 5 crores

(ii) AboveRs. 5 crores and upto Rs. 10 crores

(iii) Above Rs. 10 crores and upto Rs. 20 crores

10,000

15,000

30,000

3 Companies which have a listed capital* of more than Rs. 20

crores will pay additional fee of Rs. 750/- for every increase of

Rs. 1 crores or part thereof.

4 In case of debenture capital (not convertible into equity shares) of

companies, the fees will be charged @ 25% of the fees payable as

per the above mentioned scales.

*includes equity shares, preference shares, fully convertible debentures, partly

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convertible debenture capital and any other security which will be converted into

equity shares.

J. Compliance with Listing Agreement

The companies desirous of getting their securities listed are required to enter into an

agreement with the Exchange called the Listing Agreement and they are required to

make certain disclosures and perform certain acts. As such, the agreement is of great

importance and is executed under the common seal of a company. Under the Listing

Agreement, a company undertakes, amongst other things, to provide facilities for

prompt transfer, registration, sub-division and consolidation of securities; to give

proper notice of closure of transfer books and record dates, to forward copies of

unabridged Annual Reports and Balance Sheets to the shareholders, to file

Distribution Schedule with the Exchange annually; to furnish financial results on a

quarterly basis; intimate promptly to the Exchange the happenings which are likely to

materially affect the financial performance of the Company and its stock prices, to

comply with the conditions of Corporate Governance, etc.

The Department of Corporate Services (Listing Department) of the Exchange

monitors the compliance by the companies with the provisions of the Listing

Agreement, especially with regard to timely payment of annual listing fees,

submission of quarterly results, shareholding pattern, maintenance of minimum public

shareholding, corporate announcements, corporate actions, etc. and takes penal action

against the defaulting companies.

To facilitate the Companies to submit Corporate Filings, the Exchange has earmarked

Ten Designated Fax Numbers for Corporate Filings. The Companies are advised to

submit all Corporate Filings on these Designated Fax Numbers only. Filings on

numbers other than the Designated Fax Numbers will not be construed as effective

compliance and the Exchange will not be responsible for any consequent delayed

uploading of the same on its website. Moreover, the Exchange may initiate such

suitable action as may deem fit in this regard.

K. Compliance with regard to Valuation Certificate for fixing the base price

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For the purpose of commencing / re-commencing / determining the ex-price for

trading in securities in cases like de-merger, amalgamation, capital reduction, scheme

of arrangements, revocation of suspension (for suspension of more than 6 months),

etc., the Companies are required to submit a Valuation certificate from the SEBI

registered Merchant Banker indicating the price/ fair value of the shares.

The indicative price/ fair value mentioned in the certificate of SEBI registered

Merchant Banker provided by the company will be considered as base price for

applying actual price band / circuit filters upon the commencement/ re-

commencement of trading and for determining the ex-price for trading in securities.

The Company shall indicate to the Merchant Banker very clearly, that the fair value so

calculated by them is for the purpose of setting the base price upon commencement/

re-commencement of trading and for determining the ex-price for trading in securities.

L. Cash Management Services (CMS) - Collection of Listing Fees

As a further step towards simplifying the system of payment of listing fees, the

Exchange has entered into an arrangement with HDFC Bank for collection of listing

fees, from 141 locations, situated all over India.Details of the HDFC Bank branches,

are available on our website site www.bseindia.com as well as on the HDFC Bank

website www.hdfcbank.com The above facility is being provided free of cost to the

Companies.

Companies intending to utilise the above facility for payment of listing fee would be

required to furnish the information, (mentioned below) in the Cash Management

Cash Deposit Slip. These slips would be available at all the HDFC Bank centres.

S.No HEAD INFORMATION TO BE PROVIDED

1. Client

Name

Bombay Stock Exchange Limited

2. Client Code BSELIST

3. Cheque No. mention the cheque No & date

4. Date date on which payment is being deposited with the bank.

5. Drawer state the name of the company and the company code No.The last

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digits mentioned in the Ref. No. on the Bill is the company code

No.e.g If the Ref. No in the Bill is mentioned as :

Listing/Alf-Bill/2004-2005/4488, then the code No of that company

is 4488

6. Drawee

Bank

state the bank on which cheque is drawn

7. Drawn on

Location

Mention the location of the drawee bank.

8. Pickup

Location

Not applicable

9. No. of Insts Not applicable

NSE - INDIA

Benefits of Listing on NSE

A premier market place

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Visibility

Largest exchange

Unprecedented reach

Modern infrastructure

Transaction speed

Short settlement cycles

Broadcast of corporate announcements

Trade statistics for listed companies

Investor service centers

Nominal listing fees

A premier marketplace

The sheer volume of trading activity ensure that the impact cost is lower on the

Exchange which in turn reduces the cost of trading to the investor. NSE’s automated

trading system ensure consistency and transparency in the trade matching which

enhances investors confidence and visibility of our market.

Visibility

The trading system provides unparallel level of trade and post-trade information. The

best 5 buy and sell orders are displayed on the trading system and the total number of

securities available for buying and selling is also displayed. This helps the investor to

know the depth of the market. Further, corporate announcements, results, corporate

actions etc are also available on the trading system.

Largest exchange

NSE is the largest exchange in the county in terms of trading volumes. During the

year 2006-2007, NSE reported a turnover of Rs. 1,945,285 crores in the equities

segment.

Unprecedented reach

NSE provides a trading platform that extends across the length and breadth of the

country. Investors from 360 centres can avail of trading facilities on the NSE Trading

Network. The Exchange uses the latest in communication technology to give instant

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access from every location.

Modern infrastructure

NSE introduced for the first time in India, fully automated screen based trading. The

Exchange uses a sophisticated telecommunication network with over 9000 trading

terminals connected through VSATs (Very Small Aperture Terminals).

Transaction speed

The speed at which the Exchange processes orders, results in liquidity and best

available prices. The Exchange's trading system on an average processes 8000 orders

per minute. The highest number of trades in a day of 63,89,264 was recorded on

october 03, 2007.

Short settlement cycles

The Exchange has successfully completed more than 1900 settlements without any

delays.

Broadcast facility for corporate announcements

The NSE network is used to disseminate information and company announcements

across the country. Important information regarding the company is announced to the

market through the Broadcast Mode on the NEAT System as well as disseminated

through the NSE website. Corporate developments such as financial results, book

closure, announcements of bonus, rights, takeover, mergers etc. are disseminated

across the country thus minimizing scope for price manipulation or misuse.

Trade statistics for listed companies

Listed companies are provided with monthly trade statistics for all the securities of the

company listed on the Exchange.

Investor service centers

Six investor-service centers opened by NSE across the country cater to the needs of

investors.

Nominal listing fees

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The listing fee charged by the Exchange is much lower compared to the listing fees

charged by other exchanges.

Eligibility Criteria for Listing on NSE

An applicant who desires listing of its securities with NSE must fulfill the following

pre-requisites:

For Initial Public Offerings (IPOs)

For Securities of Existing Companies

NSE staff welcome the opportunity to discuss a company’s eligibility to list before a

formal application is made. On fulfillment of the eligibility criteria, the company is

required to fill in the listing application form.

IPOs by Companies

Qualifications for listing Initial Public Offerings (IPO) are as below:

1. Paid up Capital

The paid up equity capital of the applicant shall not be less than Rs. 10 crores

and the capitalisation of the applicant’s equity shall not be less than Rs. 25

crores

2. Conditions Precedent to Listing:

The Issuer shall have adhered to conditions precedent to listing as emerging

from inter-alia from Securities Contracts (Regulations) Act 1956, Companies

Act 1956, Securities and Exchange Board of India Act 1992, any rules and/or

regulations framed under foregoing statutes, as also any circular, clarifications,

guidelines issued by the appropriate authority under foregoing statutes.

3. Atleast three years track record of either:

a. the applicant seeking listing; or

b. the promoters/promoting company, incorporated in or outside India or

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c. Partnership firm and subsequently converted into a Company (not in

existence as a Company for three years) and approaches the Exchange for

listing. The Company subsequently formed would be considered for listing

only on fulfillment of conditions stipulated by SEBI in this regard.

For this purpose, the applicant or the promoting company shall submit annual

reports of three preceding financial years to NSE and also provide a certificate

to the Exchange in respect of the following:

• The company has not been referred to the Board for Industrial and Financial

Reconstruction (BIFR).

• The networth of the company has not been wiped out by the accumulated

losses resulting in a negative networth

• The company has not received any winding up petition admitted by a court.

The applicant desirous of listing its securities should satisfy the exchange on

the following:

a) No disciplinary action by other stock exchanges and regulatory

authorities in past three years

The applicant, promoters/promoting company(ies), group companies,

companies promoted by the promoters/promoting company(ies) have not been

in default in payment of listing fees to any stock exchange in the last three

years or has not been delisted or suspended in the past, and has not been

proceeded against by SEBI or other regulatory authorities in connection with

investor related issues or otherwise.

b) Redressal Mechanism of Investor grievance

The points of consideration are:

o The applicant, promoters/promoting company(ies), group companies,

companies promoted by the promoters/promoting company(ies) track

record in redressal of investor grievances

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o The applicant’s arrangements envisaged are in place for servicing its

investor.

o The applicant, promoters/promoting company(ies), group companies,

companies promoted by the promoters/promoting company(ies)

general approach and philosophy to the issue of investor service and

protection

o Defaults in respect of payment of interest and/or principal to the

debenture/bond/fixed deposit holders by the applicant,

promoters/promoting company(ies), group companies, companies

promoted by the promoters/promoting company(ies) shall also be

considered while evaluating a company’s application for listing. The

auditor’s certificate shall also be obtained in this regard. In case of

defaults in such payments the securities of the applicant company may

not be listed till such time it has cleared all pending obligations relating

to the payment of interest and/or principal.

c) Distribution of shareholding

The applicant’s/promoting company(ies) shareholding pattern on March 31 of

last three calendar years separately showing promoters and other groups’

shareholding pattern should be as per the regulatory requirements.

d) Details of Litigation


companies promoted by the promoters/promoting company(ies) litigation

record, the nature of litigation, status of litigation during the preceding three

years period need to be clarified to the exchange.

e) Track Record of Director(s) of the Company

In respect of the track record of the directors, relevant disclosures may be

insisted upon in the offer document regarding the status of criminal cases filed

or nature of the investigation being undertaken with regard to alleged

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commission of any offence by any of its directors and its effect on the business

of the company, where all or any of the directors of issuer have or has been

charge-sheeted with serious crimes like murder, rape, forgery, economic

offences etc. ”

Note:

In case a company approaches the Exchange for listing within six months of an IPO,

the securities may be considered as eligible for listing if they were otherwise eligible

for listing at the time of the IPO. If the company approaches the Exchange for listing

after six months of an IPO, the norms for existing listed companies may be applied

and market capitalisation be computed based on the period from the IPO to the time of

listing

Eligibility Criteria for Listing

Securities of Existing Companies Checklist for Eligibility

Existing Companies listed on other stock exchanges

1. Paid up Capital & Market Capitalisation

a. The paid-up equity capital of the applicant shall not be less than Rs. 10

crores and the market capitalisation of the applicant’s equity shall not

be less than Rs. 25 crores

Provided that the requirement of Rs. 25 crores market capitalisation

under this clause 1(a) shall not be applicable to listing of securities

issued by Government Companies, Public Sector Undertakings,

Financial Institutions, Nationalised Banks, Statutory Corporations and

Banking Companies who are otherwise bound to adhere to all the

relevant statutes, guidelines, circulars, clarifications etc. that may be

issued by various regulatory authorities from time to time.

or

b. The paid-up equity capital of the applicant shall not be less than Rs. 25

crores (In case the market capitalisation is less than Rs. 25 crores, the

securities of the company should be traded for at least 25% of the

trading days during the last twelve months preceding the date of

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submission of application by the company on at least one of the stock

exchanges where it is traded.)

or

c. The market capitalisation of the applicant’s equity shall not be less

than Rs. 50 crores.

or

d. The applicant Company shall have a net worth of not less than Rs.50

crores in each of the three preceeding financial years. The Company

shall submit a certificate from the statutory auditors in respect of

networth as stipulated above.

2. Conditions Precedent to Listing:

The applicant shall have adhered to conditions precedent to listing as emerging

from inter-alia, Securities Contracts (Regulations) Act 1956, Companies Act

1956, Securities and Exchange Board of India Act 1992, any rules and/or

regulations framed under foregoing statutes, as also any circular, clarifications,

guidelines issued by the appropriate authority under foregoing statutes.

3. Atleast three years track record of either:

a. the applicant seeking listing; or or

b. the promoters/promoting company, incorporated in or outside India or

For this purpose, the applicant or the promoting company shall submit annual

reports of three preceding financial years to NSE and also provide a certificate

to the Exchange in respect of the following:

o The company has not been referred to the Board for Industrial and

Financial Reconstruction (BIFR)

o The networth of the company has not been wiped out by the

accumulated losses resulting in a negative networth.

o The company has not received any winding up petition admitted by a

court.

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2. The applicant should have been listed on any other recognised stock exchange

for atleast last three years

3. The applicant has paid dividend in atleast 2 out of the last 3 financial years

immediately preceding the year in which listing application has been made

or

The applicant has distributable profits ( as defined under section 205 of the

Companies Act, 1956) in at least two out of the last three financial years (an

auditors certificate must be provided in this regard).

or

The networth of the applicant is atleast Rs. 50 crores

While considering the profitability / ability to distribute dividend, the non

recurring income/extraordinary income shall be excluded from the total

income. Further in case of companies where networth criteria is satisfied on

account of shares being issued at a premium for consideration other than cash,

such cases be referred to the Listing Advisory Committee (LAC) for

consideration.

applicable for listing of:

a) Equity shares and securities convertible into equity issued by

i. a banking company including a local area bank (i.e. Private Sector Banks)

set up under sub-clause (c) of Section 5 of the Banking Regulation Act, 1949

and which has received license from the Reserve Bank of India or

ii. a corresponding new bank set up under the Banking Companies

(Acquisition and Transfer of Undertakings) Act, 1970, Banking Companies

(Acquisition and Transfer of Undertakings) Act, 1980, State Bank of India

Act, 1955 and the State Bank of India (Subsidiary Banks) Act, 1959 (i.e.

Public Sector Banks) or

iii. an infrastructure company – (a) whose project has been appraised by a

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Public Financial Institution or Infrastructure Development Finance

Corporation (IDFC) or Infrastructure Leasing and Financial Services Limited

(IL&FS) and (b) not less than 5% of the project cost is financed by any of the

institutions referred to in clause (a) above, jointly or severally, irrespective of

whether they appraise the project or not, by way of loan or subscription to

equity or a combination of both.

b) Securities other than equity shares or securities convertible into equity

shares at a later date issued by Government Companies, Public Sector

Undertakings, Financial Institutions, Nationalised Banks, Statutory

Corporations, Banking Companies and subsidiaries of Scheduled Commercial

Banks.”

4. The applicant desirous of listing its securities should also satisfy the Exchange

on the following:

a. No Disciplinary action has been taken by other stock exchanges

and regulatory authorities in the past three years


companies promoted by the promoters/promoting company(ies) have

not been in default in payment of listing fees to any stock exchange in

the last three years or has not been delisted or suspended in the past

and has not been proceeded against by SEBI or other regulatory

authorities in connection with investor related issues or otherwise.

b. Redressal mechanism of Investor grievance

The points of consideration are:

The applicant, promoters/promoting company(ies), group

companies, companies promoted by the promoters/promoting

company(ies) track record in redressal of investor grievances

The applicant’s arrangements envisaged are in place for

servicing its investor

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The applicant, promoters/promoting company(ies), group

companies, companies promoted by the promoters/promoting

company(ies) general approach and philosophy to the issue of

investor service and protection

defaults in respect of payment of interest and/or principal to the

debenture/bond/fixed deposit holders by the applicant,

promoters/promoting company(ies), group companies,


shall also be considered while evaluating a company’s

application for listing. The auditor’s certificate shall also be

obtained in this regard. In case of defaults in such payments,

the securities of the applicant company may not be listed till

such time it has cleared all pending obligations relating to the

payment of interest and/or principal.

c. Distribution of shareholding

The applicant company/promoting company(ies) shareholding pattern

on March 31 of preceding three years separately showing promoters

and other groups’ shareholding pattern should be as per the regulatory

requirements.

d. Details of Litigation



litigation record, the nature of litigation, status of litigation during the

preceding three years need to be clarified to the exchange.

e. Track Record of Director(s) of the Company

In respect of the track record of the directors, relevant disclosures may

be insisted upon in the offer document regarding the status of criminal

cases filed or nature of the investigation being undertaken with regard

23

to alleged commission of any offence by any of its directors and its

effect on the business of the company, where all or any of the directors

of issuer have or has been charge-sheeted with serious crimes like

murder, rape, forgery, economic offences etc.

f. Change in Control of a Company/Utilisation of funds raised from

public

In the event of new promoters taking over listed companies which

results in change in management and/or companies utilising the funds

raised through public issue for the purposes other than those mentioned

in the offer document, such companies shall make additional

disclosures (as required by the Exchange) with regard to change in

control of a company and utilisation of funds raised from public.

Note:

a) Where an unlisted company merges with a company listed on other

stock exchanges and the merged entity seeks listing on the NSE, the

Exchange may grant listing to the merged entity only if the listed

company (prior to the merger with the unlisted company) meets all the

criteria for listing on its own account or the unlisted company meets

the requirements for listing on the Exchange, except for the market

capitalisation condition, on its own account. In case either of the above

conditions are not met then such company may be considered for

listing after a minimum period of 18 months or after the publication of

two annual reports whichever is later, provided it satisfies the criteria

at that point of time.

Listing Procedure

An Issuer has to take various steps prior to making an application for listing its

securities on the NSE. These steps are essential to ensure the compliance of certain

requirements by the Issuer before listing its securities on the NSE. The various steps

to be taken include:

24

Approval of Memorandum and Articles of Association

Approval of draft prospectus

Submission of Application

Listing conditions and requirements

In case the company fulfils the criteria, please send the following information for

further processing :

1. A brief note on the promoters and management.

2. Company profile.

3. Copies of the Annual Report for last 3 years.

4. Copies of the Draft Offer Document.

5. Memorandum & Articles of Association.

Listing Procedure

Approval of Memorandum and Articles of Association

Rule 19(2) (a) of the Securities Contracts (Regulation) Rules, 1957 requires that the

Articles of Association of the Issuer wanting to list its securities must contain

provisions as given hereunder.

The Articles of Association of an Issuer shall contain the following provisions

namely:

a. That there shall be no forfeiture of unclaimed dividends before the claim

becomes barred by law;

b. That a common form of transfer shall be used;

c. that fully paid shares shall be free from all lien and that in the case of partly

paid shares the Issuer's lien shall be restricted to moneys called or payable at a

fixed time in respect of such shares;

d. That registration of transfer shall not be refused on the ground of the transferor

being either alone or jointly with any other person or persons indebted to the

Issuer on any account whatsoever;

25

e. That any amount paid up in advance of calls on any share may carry interest

but shall not in respect thereof confer a right to dividend or to participate in

profits;

f. That option or right to call of shares shall not be given to any person except

with the sanction of the Issuer in general meetings.

g. Permission for Sub-Division/Consolidation of Share Certificate.

Note: The Relevant Authority may take exception to any provision contained in the

Articles of Association of an Issuer which may be deemed undesirable or

unreasonable in the case of a public company and may require inclusion of specific

provisions deemed to be desirable and necessary.

If the Issuer's Articles of Association is not in conformity with the provisions as stated

above, the Issuer has to make amendments to the Articles of Association. However,

the securities of an Issuer may be admitted for listing on the NSE on an undertaking

by the Issuer that the amendments necessary in the Articles of Association to bring

Articles of Association in conformity with Rule 19(2)(a) of the Securities Contract

(Regulation) Rules, 1957 shall be made in the next annual general meeting and in the

meantime the Issuer shall act strictly in accordance with prevalent provisions of

Securities Contract (Regulation) Act, 1957 and other statutes.

It is to be noted that any provision in the Articles of Association which is not in tune

with sound corporate practice has to be removed by amending the Articles of

Association.

Listing Procedure

Approval of draft prospectus

The Issuer shall file the draft prospectus and application forms with NSE. The draft

prospectus should have been prepared in accordance with the statutes, notifications,

circulars, guidelines, etc. governing preparation and issue of prospectus prevailing at

the relevant time. The Issuers may particularly bear in mind the provisions of

Companies Act, Securities Contracts (Regulation) Act, the SEBI Act and the relevant

subordinate legislations thereto. NSE will peruse the draft prospectus only from the

point of view of checking whether the draft prospectus is in accordance with the

26

listing requirements, and therefore any approval given by NSE in respect of the draft

prospectus should not be construed as approval under any laws, rules, notifications,

circulars, guidelines etc. The Issuer should also submit the SEBI acknowledgment

card or letter indicating observations on draft prospectus or letter of offer by SEBI.

Listing Procedure :

Submission of Application :

For Issuers listing on NSE for the first time

Listing of further Issues by Issuers already listed on NSE

Listing Fees

Security deposit (for new & fresh issues and when NSE is the Regional Stock

Exchange)

Supporting documents

Submission of Application (For Issuers listing on NSE for the first time)

Issuers desiring to list existing/new securities on the NSE shall make application for

admission of their securities to dealings on the NSE in the forms prescribed in this

regard as per details given hereunder or in such other form or forms as the Relevant

Authority may from time to time prescribe in addition thereto or in modification or

substitution thereof.

Appendix 'A' - Clauses of Articles of Association.

Appendix 'B'- Application Letter for Listing.

Appendix 'C-1' - Listing Application providing pre-issue details of securities.

Appendix 'C-2' - Listing Application providing post-issue details of securities.

Appendix 'D'- Checklist for supporting documents ( as applicable to the issuer)

Appendix 'E' - Schedule of Distribution

Appendix 'F'- Listing Agreement

Submission of Application (Listing of further Issues by Issuers already listed on

NSE)

27

Issuers whose securities are already listed on the NSE shall apply for admission to

listing on the NSE of any further issue of securities made by them. The application for

admission shall be made in the forms prescribed in this regard or in such other form or

forms as the Relevant Authority may from time to time prescribe in addition thereto

or in modification or substitution thereof.

Appendix 'E' - Schedule of Distribution

Appendix 'G'- Application Letter for Listing of further issues.

Appendix 'H' - Listing Application providing details of securities.

Appendix 'I' - Checklist for supporting documents submitted (as applicable)

Listing Fees

The listing fees depend on the paid up share capital of the Company:

Particulars Amount (Rs.)

Initial Listing Fees 7,500

Annual Listing Fees

Companies with paid up share and/or debenture capital:

Of Rs.1 crore 4,200

Above Rs.1 crore and up to Rs.5 crores 8,400

Above Rs.5 crores and up to Rs.10 crores 14,000



Above Rs.50 crores 70,000

Companies which have a paid up capital of more than Rs. 50 crores will pay

additional listing fees of Rs. 1400 for every increase of Rs. 5 crores or part thereof in

the paid up share/debenture capital.

Submission of Application (Security Deposit)

28

(Payable only for new and fresh issues and only when NSE is the Regional Stock

Exchange)

The Relevant Authority shall not grant admission to dealings of securities of an Issuer

which is not listed or of any new (original or further) issue of securities of an Issuer

excepting Mutual Funds, which is listed on the NSE unless the Issuer deposits and

keeps deposited with the NSE (in cases where the securities are offered for

subscription, whether through the issue of a prospectus, letter of offer or otherwise,

and NSE is the Regional Stock Exchange for the Issuer) an amount calculated at 1%

of the amount of securities offered for subscription to the public and or to the holders

of existing securities of the Issuer, as the case may be for ensuring compliance by the

Issuer within the prescribed or stipulated period of all requirements and conditions

hereinafter mentioned and shall be refundable or forfeitable in the manner hereinafter

stated:

1. The Issuer shall comply with all prevailing requirements of law including all

requirements of and under any notifications, directives and guidelines issued

by the Central Government, SEBI or any statutory body or local authority or

any body or authority acting under the authority or direction of the Central

Government and all prevailing listing requirements and conditions of the NSE

and of each recognized Stock Exchange where the Issuer has applied for

permission for admission to dealings of the securities, within the prescribed or

stipulated period;

2. If the Issuer has complied with all the aforesaid requirements and conditions

including, wherever applicable, its obligation under Section 73 (or any

statutory modification or re-enactment thereof) of the Companies Act, 1956

and obligations arising therefrom, within the prescribed or stipulated period,

and on obtaining a No Objection Certificate from SEBI and submitting it to

NSE , NSE shall refund to the Issuer the said deposit without interest within

fifteen days from the expiry of the prescribed or stipulated period;

3. If on expiry of the prescribed or stipulated period or the extended period

referred to hereafter, the Issuer has not complied with all the aforesaid

requirements and conditions, the said deposit shall be forfeited by the NSE, at

its discretion, and thereupon the same shall vest in the NSE. Provided the

29

forfeiture shall not release the Issuer of its obligation to comply with the

aforesaid requirements and conditions;

4. If the Issuer is unable to complete compliance of the aforesaid requirements

and conditions within the prescribed or stipulated period, the NSE, at its

discretion and if the Issuer has shown sufficient cause, but without prejudice to

the obligations of the Issuer under the laws in force to comply with any such

requirements and conditions within the prescribed or stipulated period, may

not forfeit the said deposit but may allow such further time to the Issuer as the

NSE may deem fit; provided that

a. the Issuer has at least ten days prior to expiry of the prescribed or

stipulated period applied in writing for extension of time to the NSE

stating the reasons for non-compliance, and

b. the Issuer, having been allowed further time by the NSE, has before

expiry of the prescribed or stipulated period, published in a manner

required by the NSE, the fact of such extension having been allowed;

provided further that where the NSE has not allowed extension in

writing before expiry of the prescribed or stipulated period, the request

for extension shall be deemed to have been refused; provided also that

any such extension shall not release the Issuer of its obligations to

comply with the aforesaid requirements and conditions.

2. 50% of the above mentioned security deposit should be paid to the NSE in

cash. The balance amount can be provided by way of a bank guarantee, in the

format prescribed by or acceptable to NSE. The amount to be paid in cash is

limited to Rs.3 crores

Submission of Application (Supporting Documents)

Issuers applying for admission of their securities to dealings on the NSE shall submit

to the NSE the following:

Documents and Information

The documents and information prescribed in Appendix D or Appendix I (as

the case may be) to this Regulation or such other documents and information

as the Relevant Authority may from time to time prescribe, in addition thereto

30

or in modification or substitution thereof together with any other documents

and information which the Relevant Authority may require in any particular

case;

Distribution Schedules

Distribution Schedules duly completed in respect of each class and kind of

security in the form prescribed in Appendix E (Table I, II & III) to this

Regulation or in such other form or forms as the Relevant Authority may from

time to time prescribe in addition thereto or in modification or substitution

thereof.

Listing conditions and requirements

All Issuers whose securities are listed on the NSE shall comply with the listing

conditions and requirements contained in the Listing Agreement Form appearing in

Appendix F to this Regulation or such other conditions and requirements as the

Relevant Authority may from time to time prescribe in addition thereto or in

modification or substitution thereof.

31

ASX - AUSTRALIA

Listing on ASX

Organisations listing Procedure at ACX:

The timetable for listing depends on the complexity and scale of the

transaction, how quickly the listing can be prepared and how quickly funds are

received from investors. The amount of time taken to list can range from three months

to two years, with six months being typical.

ADVANTAGE ON ASX

In addition to these benefits, the choice of ASX as the market on which to list offers

particular advantages.

Scale – As the 8th largest equity market in the world, ASX is able to attract

international investors.

Reputation - ASX has an international reputation for conducting markets of

integrity, ensuring vital investor confidence in our markets.

World class systems – ASX markets are driven by leading edge electronic

trading, settlement and registry systems.

Inclusion in S&P/ASX indices – organisations listed on ASX may be

included in a range of S&P/ASX indices. Many institutions use indices as a

benchmark for the performance of their investment funds, and portfolios will

hold shares included in that index.

Organization must also meet specific requirements set out in the ASX listing rules in

order to be eligible to list. These requirements include a set of minimum admission

criteria, including structure, size and number of shareholders.

Key criteria for organisation needed to be eligible for listing:

Admission criteria General requirement

Number of shareholders

Minimum 500 investors @ A$2000

or

Minimum 400 investors @ A$2000 and

25% held by unrelated parties

Company size A$1 million net profit over past 3 years +

32

Profit test

Asst test

A$400,000 net profit over last 12 months

or

A$2 million Net Tangible Assets

or

A$10 million market capitalisation

Cost of Listing :

ASX Equity Listing Fees are linked to organization’s value - that is, the amount of

capital raised and the total market capitalization of organization.

Most organizations listing are subject to the following three types of Equity Listing

Fees:

1. Initial Listing Fees – payable at the time of listing the organization.

2. Annual Listing Fees – payable annually by the organization to remain listed

3. Subsequent Listing Fees – payable if the organization raises additional capital

once listed.

It should be noted that at the time of (initial) listing, the organization will need to pay

an Initial Listing Fee and a pro-rata Annual Listing Fee for the remainder of the

financial year. In the following financial years, the full Annual Listing Fee will apply.

ASX’s Initial and Annual Listing Fees are calculated based on an organisation’s total

capitalisation, whereas Subsequent Listing Fees are based on the amount of capital

raised. The following example illustrates the difference:

Company X decides to List. Company X has 100 shares on issue, of which the owners

decide to sell 50 at $1.00 each to raise $50.00. For this IPO, Company X will pay an

Initial Listing Fee and a pro-rata Annual Listing Fee.

Although only $50.00 was raised, Initial and pro-rata Annual Listing Fees are

calculated using Company X’s total market capitalisation of $100.00 (being 100

shares at $1.00 each).

33

The following year, Company X’s share rises to $1.20. The Annual Listing Fee is

calculated based on the total market capitalisation of $120.00 (being 100 shares at

$1.20 each).

Later that year, Company X decided to raise an additional $23.00 to buy (for cash)

Company Y. To fund this acquisition, Company X issues 20 new shares at $1.15 each.

Company X’s Subsequent Listing Fee is calculated based on the amount of new

capital raised ($23.00).

One should also consider that there are other non-ASX costs associated with Listing

and raising capital.

This information is provided for general information purposes only. Some exceptions

to the policy described above exist – different fee schedules will apply in the cases of

debt listings, Foreign Exempt Listings, and those listed funds choosing to pay fees

according to the Listed Managed Investments fee schedule.

ASX Equity Listings Fee Calculator

Choose a Fee Calculation

Number of Securities

1,000

Value Per Security

$ . $1.000

Total Value

$1,000.00

Initial Fee Payable $

$13,310




34

1,000

Value Per Security

$ . $1.000

Already Listed? Total Value

$1,000.00

Annual Fee Payable $

$7,450




1,000

Value Per Security

$ . $1.000

Total Value

$1,000.00

Subsequent Fee Payable $

$1,200

For initial public offering (IPO) the following steps involved:

Step 1: Appoint advisers

Step 2: Talk to ASX

Step 3: Prepare and lodge prospectus

Step 4: Apply to list

Step 1: Appoint advisers

Professional advisers play an integral role in achieving a successful listing. They can

help with a wide range of issues including legal, financial, accounting, valuation,

prospectus preparation, due diligence, underwriting and marketing of the IPO. There

are also specialist advisers such as independent valuation experts for specific

industries such as the mining industry.

35

Professional advisers may be able to assist with:

Corporate structure, prospectus, and legal matters - can include the

structure of the management and board, Corporate governance structures, the

organisation's constitution, prospectus preparation and the due diligence

process

Financial matters – can include preparation of historical accounts, forecasts,

taxation issues and the valuation of assets

Marketing and distribution of securities – can include management of the

IPO, pricing of the issue, underwriting, marketing of the issue and allocation

of securities

Communication – can include investor relations, public relations and

Government relations

Key advisers who can assist in these areas include:

Stockbrokers and Investment Banks - offer advisory services that can assist

with the management of the listing process

Underwriters – agree to purchase any shares not taken up by investors under

the IPO, to ensure the receipt of sufficient funds

Lawyers – assist with the legal aspects of a float

Accountants – advise on such aspects of the float as financial, taxation and

valuation issues

Share registries – manage the register of share holders, process applications

for the IPO and handle the share register on an ongoing basis

Communications and Investor Relations consultants – can liaise with

members of the media to ensure that the float gets sufficient press coverage,

and organise investor roadshows

Other experts – depending on the nature of listing, other experts may be of

assistance to provide specialist advice or reports, such as independent expert

reports or real estate valuations

36

Step 2: Talk to ASX

There are usually numerous regulatory, structural and organisation constitutional

issues that need to be aware of prior to listing. ASX recognises that all organisations

are different, and we encourage to meet with us to discuss specific circumstances.

A. At a preliminary stage - The ASX listings business development team is able

to visit to find out more about your business, and to help with general

guidance on the IPO process and role in that process.

B. At a more advanced stage - If one decide that listing on ASX is the correct

course for his business, then experienced listings operations team can answer

ther queries regarding the ASX Listing Rules and general business issues

including:

Constitution documents

Whether ASX would be likely to treat any securities as restricted and apply

escrow provisions

Related Party transactions

Employee incentive schemes

Management agreements

Listing timetables

Meeting initial and ongoing listing rule obligations generally

Step 3: Prepare and lodge a prospectus

A prospectus is a document issued by a company setting out the terms of its equity

issue (or debt raising). It provides the background, financial and management status of

the company so that investors are able to make an informed decision about whether to

invest. In most cases, a prospectus or similar disclosure document is required to list.

The prospectus must be lodged with both the Australian Securities and Investments

Commission (ASIC) and ASX.

Amongst other things, a prospectus is required to contain all information that

investors and their advisers would require to make an informed assessment of:

37

The assets, liabilities, financial position, profits and losses, and prospects of

the organisation; and

The rights attaching to the shares.

The due diligence process surrounds the preparation of the prospectus, allowing all

parties to satisfy themselves of their legal responsibilities and the structure of the

transaction.

Step 4: Apply to list

Having prepared and lodged prospectus with ASIC, one is now able to submit his

listing application to ASX.

The application form is contained in the ASX Listing Rules and must be received by

ASX within seven days of lodging prospectus with ASIC.

ASX will review the application and prospectus to ensure that it satisfies the ASX

Listing Rules. ASX Listings Advisers may seek additional information to assess the

application and ensure that sufficient information is available for investors to make

informed decisions once organisations shares start trading.

38

Bursa Malaysia - MALAYSIA

History :

The first formal securities business organisation in Malaysia was the Singapore

Stockbrokers' Association, established in 1930. It was re-registered as the Malayan

Stockbrokers' Association in 1937. The Malayan Stock Exchange was established in

1960 and the public trading of shares commenced. The board system had trading

rooms in Singapore and Kuala Lumpur, linked by direct telephone lines.

In 1964, the Stock Exchange of Malaysia was established. With the secession of

Singapore from Malaysia in 1965, the Stock Exchange of Malaysia became known as

the Stock Exchange of Malaysia and Singapore. In 1973, currency interchangeability

between Malaysia and Singapore ceased, and the Stock Exchange of Malaysia and

Singapore was divided into the Kuala Lumpur Stock Exchange Berhad and the Stock

Exchange of Singapore. The Kuala Lumpur Stock Exchange which was incorporated

on December 14, 1976 as a company limited by guarantee, took over the operations of

the Kuala Lumpur Stock Exchange Berhad in the same year.

On April 14, 2004, we changed our name to Bursa Malaysia Berhad, following our

demutualization exercise, the purpose of which was to enhance our competitive

position and to respond to global trends in the exchange sector by making us more

customer-driven and market-oriented. We are focused on various initiatives aimed at

improving our product and service offerings, increasing the liquidity and velocity of

our markets, improving the efficiency of our businesses and achieving economies of

scale in our operations.

On 18 March 2005, Bursa Malaysia was listed on the Main Board of Bursa Malaysia

Securities Berhad.

We accomplished double achievements when the exchange received certifications for

conformance to the ISO 9001:2000 Quality Management System and ISO 14001:2004

Environmental Management System standards on 5 October 2007.

39

Listing on Bursa Malaysia :

Advantage To List on Bursa Malaysia

1. Major investment destination for global fund managers.

2. Valuation is comparable to regional exchanges and relatively higher on niche

sectors.

3. Pro-active investor relations programmes facilitated by Bursa Malaysia.

4. Mature and liquid market.

5. Established regulatory structure benchmarked internationally.

6. Cost effective listing desti.nation.

7. Excellent technology and trading platform.

8. Local institutions and retailers actively seek quality investments.

9. Access to Mid East liquidity.

Listing Process :

The listing process (from the time one engage an adviser to the day of listing) will

normally take four to six months, depending on the structure and complexity of the

listing scheme. Upon approval, one will be given 6 months to choose the right time to

list.

The conceptual timeline for the listing process is as follows:-

40

Listing Criteria :

Bursa Malaysia offers three (3) boards, Main Board, Second Board and

MESDAQ Market. Generally, Main Board is for more established companies,

Second Board for relatively smaller companies and MESDAQ Market is for high

growth and technology companies.

Both the Second Board and MESDAQ Market provide an avenue for relatively

smaller companies to access the capital market early to fuel their expansion

plans. Once established, they can transfer their listing status to the Main Board.

The summary of the relevant listing criteria as stipulated in the Guidelines on the

Offering of Equity and Equity-Linked Securities issued by the Securities

Commission(SC) are as follows:-

Notes:-

1. The complete criteria and guidelines in relation to Listing are available at Securities

Commission website .

2. The Bursa Malaysia Listing Requirements for Main Board and Second Board

(including Foreign Listing).

3. The Bursa Malaysia Listing Requirements for MESDAQ Market .

Cost of Listing :

The costs of raising equity through an initial public offering vary for Main Board,

Second Board and MESDAQ Market. Some of the key components in the total IPO

expenses are:-

41

http://www.bursamalaysia.com/website/bm/rules_and_regulations/listing_requirements/MESDAQ_Market/

http://www.bursamalaysia.com/website/bm/rules_and_regulations/listing_requirements/mbsb/

http://www.sc.com.my/

http://www.sc.com.my/

http://www.klse.com.my/website/bm/bursa_basics/listing_bm/local_quantitative.html

http://www.klse.com.my/website/bm/bursa_basics/listing_bm/local_qualitative.html

http://www.klse.com.my/website/bm/bursa_basics/listing_bm/foreign_quantitative.html

http://www.klse.com.my/website/bm/bursa_basics/listing_bm/foreign_qualitative.html

Professional fees, which range from RM500,000 to RM900,000, subject to

negotiation

Underwriting, placement and brokerage fees, which range from 1% to 3% of the value

of the shares, subject to negotiation

Regulatory fees

Securities Commission

Processing fee : RM50,000 + 0.05% of the enlarged issued and paid-up share capital

Fee for submission of Prospectus : RM10,000

Fee for registration of Prospectus : RM5,000

Bursa Malaysia

Main Board & Second Board MESDAQ Market

Initial Listing

Fee

0.01% of market value of

issued capital

Minimum of RM20,000

Maximum of RM200,000

0.01% of market value of issued

capital

Minimum of RM10,000

Maximum of RM20,000

Annual

Listing Fee

0.0025% of market value of

issued capital

Minimum of RM20,000

Maximum of RM100,000

Nominal value of issued capital

as at 31 December

Less than RM50 million :

RM10,000

More than RM50 million :

RM20,000

Other expenses such as printing and advertisement which range from RM100,000 to

RM400,000, subject to negotiation.

42

SINGAPORE - SGX

Process/Timeframe :

SGX is a dedicated partner to grow with its listed companies. As a listed company

itself, SGX understands the concerns and the value of a listing. It understands that its

business is to help its listed companies get the most value out of a listing, which goes

beyond raising capital. At every step of the joining process, SGX ensures a potential

listed company has all the support and information needed to make the right decisions

for the business. As such, SGX continually strives to create an international

marketplace where its listed companies can realise their full potential.

Pre-Joining :

Step 1: Introduction to SGX

Understand the company’s capital needs

Help the company understand SGX and the benefits of various listing options

Support the company to decide whether joining one of SGX’s markets is right

Step 2: Pre-Submission Consultation

Provide guidance on the listing process, regulatory framework and corporate

governance best practices

Work with the issuer to resolve potential issues

Post-Joining :

Step 3: Profile Enhancement

Help the company raise its profile in the investment community through the

Research Incentive Scheme, investor seminars and overseas roadshows to

meet institutional investors

Step 4: Secondary Fund-Raising

·Provide a conducive marketplace for the company to raise secondary funds

efficiently to support its continual growth

43

http://research.sgx.com/

Listing Process

A company initiates the listing process by appointing a Singapore-based financial

institution to be its sponsor and lead manager. The lead manager is usually a member

company of SGX, a merchant bank or other similar institutions acceptable to SGX.

The lead manager will assume an active role and prepare the company for listing.

Besides managing the launch, the lead manager also submits the listing application on

behalf of the company. In addition, the lead manager will liaise with SGX on all

matters arising from the application for listing.

Apart from the lead manager, the company needs to appoint a lawyer to oversee the

legal aspects of listing. In addition, the appointed Certified Public Accountant will

provide the company with an initial evaluation of its readiness to go public, assist in

upgrading its management capabilities and in preparing the launch. Prior to and

during the launch, the company will have to engage the service of an experienced

public relations firm to help enhance its appeal and convey its corporate messages

effectively to the investing public.

IPO Timeline

Prior to submission of the listing application, the company is advised to consult SGX

to resolve any specific issues. This will speed up the listing process and reduce any

additional costs that may arise due to a delay. The timeframe for a listing varies for

different companies, ranging from two months to two years. On the average, the

whole process should last about 12 to 18 weeks. Given that time is of the essence, the

company should budget a reasonable amount of management time and appoint the

appropriate professionals to assist in the listing process.

The indicative timeline for the listing process is as follows:

44

LISTING REQUIREMENTS

Methods of Listing :

1. Primary Listing :

Companies must meet SGX’s initial listing requirements outlined below for

either a Mainboard or SESDAQ listing.

After listing, companies have to comply with all SGX’s continuing listing

obligations

2. Secondary Listing :

Companies that are already listed on another exchange of equivalent rules as

SGX are able to seek a secondary listing on SGX without having to comply

with SGX’s continuing listing obligations.

45

3. Global Depository Receipts :

An international company that is already listed on its home exchange can also

choose to list and raise funds on SGX via GDRs.

As GDRs are specialist products offered only to institutional and accredited

investors, GDR listing requirements are relatively less demanding compared

with primary and secondary listings where retail participation is allowed.

Please click here for details.

IPO or Introduction

Whether a company is listing on SGX on a primary or secondary basis, the offering at

the point of listing can be done in following ways:

IPO :

Issue of new shares or offer of existing shares to the investing public.

A prospectus has to be lodged with MAS and prepared in accordance with the

Securities and Futures Regulations (SFR).

During the course of the listing process, the prospectus will be subject to

public comments for approximately 3 to 4 weeks. (This may be extended at

the discretion of MAS.)

Introduction :

No shares are offered to the investing public.

Suitable for companies that may not require funds at the point of listing.

An introductory document needs to be lodged with MAS and prepared in

accordance with SFR.

The introductory document is not subject to public comments.

Mainboard Requirements

PTO

46

http://www.sgx.com/listinggdrs

Criteria 1 Criteria 2 Criteria 3

Pre-Tax Profits Cumulative pre-tax profit of at least $7.5 mn over

the last 3 consecutive years, with a pre-tax profit

of at least $1 mn in each of those 3 years

Cumulative pre-tax profit of at least $10

million for the latest 1 or 2 years

NA

Market Capitalisation NA NA Market capitalisation of at least $80

mn at the time of the initial public

offering, based on the issue price

Shareholding Spread 25% of issued shares in the hands of at least 1000 shareholders

(For market capitalisation > S$300 million, shareholding spread will varies between 12-20%). 2000 shareholders worldwide in

the case of a secondary listing

Operating Track Record 3 years NA NA

Continuity of

Management

3 years 1 or 2 years as the case may be NA

Accounting Standard Singapore, US or International Accounting Standards

Continuing Listing

Obligations

Yes Yes Yes

Waiver from having to comply with continuing listing obligations if listed on another recognised foreign stock exchange.

Domicile At the discretion of the issuer

47

Trading and Reporting Currency At the discretion of the issuer

Business Operations No requirement for operations in Singapore

Independent Directors At least 2 residents in Singapore

Sesdaq Requirements

Smaller companies may choose to list on Sesdaq, which has no quantitative requirements. Companies listed here may apply for transfer to the Mainboard

when it meets the latter’s requirements in the future.

Pre-tax Profits Nil

Business is expected to be viable and profitable, with good growth prospects.

Paid Up capital NA

Track Record A company with no track record has to demonstrate that it requires funds to finance a project or develop a product, which must

have been fully researched and costed.

Shareholding Spread At least 500,000 shares or 15% of issued shares (whichever is greater) in the hands of at least 500 shareholders.

48

Other Qualitative Requirements:

Good growth potential;

Healthy cashflow and adequate working capital; and

Strong, capable and credible management team

49

USA - NASDAQ

NASDAQ - the largest and most renowned U.S. market. NASDAQ has more listed

companies (approximately 3,200), trades more volume (approximately 2 billion shares

daily) and handles more IPOs (over 500 since 2000) than any other U.S. exchange. In

a recent update of a multi-year study of investors, NASDAQ was the most widely-

recognized stock market, with greater brand recognition than any other U.S.

exchange. And listed companies agree — 2005 was the first time in history more

companies switched to NASDAQ from the NYSE than vice versa.

NASDAQ Listing Qualifications

NASDAQ® Listing Qualifications (“LQ”) is headed by Michael Emen, Senior Vice

President, and reports to Edward Knight, Executive Vice President, General Counsel

and Chief Regulatory Officer. LQ promotes the integrity and reputation of The

NASDAQ Stock Market® by reviewing all companies for compliance with the initial

and continued listing requirements.

The principal groups within LQ are: the Initial Listings & Structured Financial

Products team, which is headed by Will Slattery; the Continued Listings team, led by

Doug McKenney; Corporate Governance & Listing of Additional Shares, headed by

David Compton; and Listing Investigations, led by Gary Sundick.

Each NASDAQ-listed company is assigned to a specific qualifications analyst who

reviews its SEC or other regulatory filings. This individual is also available to answer

questions regarding the meaning or application of NASDAQ’s listing requirements.

NASDAQ’s listing requirements are set forth in the 4000 Series of the Marketplace

Rules and are further explained in our NASDAQ Listing Standards and Fees and

Regulatory Requirements publications. There are also over 250 NASDAQ Listing

Qualifications FAQ’s, which provide additional guidance on our initial and continued

listing policies and procedures.

50

http://www.nasdaq.com/about/LegalComplianceFAQs.stm

http://www.nasdaq.com/about/LegalComplianceFAQs.stm

http://www.nasdaq.com/about/RegRequirements.pdf

http://www.nasdaq.com/about/nasdaq_listing_req_fees.pdf

http://www.complinet.com/nasdaq/display/display.html?rbid=1705&element_id=18

http://www.complinet.com/nasdaq/display/display.html?rbid=1705&element_id=18

Companies considering financing transactions or which have other questions

regarding the specific application of NASDAQ’s corporate governance requirements

can take advantage of NASDAQ’s written interpretations program. This is a fee-based

process pursuant to which a company can request a specific written interpretation of

NASDAQ’s listing rules. NASDAQ staff also review various transactions which are

the subject of filings pursuant to the listing of additional shares program. Companies

are encouraged to call with any questions as early as possible in that process.

Nasdaq Markets

How to List on NASDAQ

To list securities on The NASDAQ Stock Market, a company must submit an

application and meet certain initial quantitative and qualitative requirements. These

listing requirements together with the basic steps of the application process below

outline how to list securities on The NASDAQ Global Select MarketSM, The

NASDAQ Global MarketSM or The NASDAQ Capital MarketSM.

Listing Standards

Companies that choose to list their securities on The NASDAQ Stock Market must

meet minimum initial and continued financial requirements. These requirements are

designed to facilitate capital formation for companies worldwide and, at the same

time, to protect investors and prospective investors in those companies.

NASDAQ’s quantitative listing requirements generally call for companies to meet

higher thresholds for initial listing than continued listing, thus helping to ensure that

companies have reached a sufficient level of maturity prior to listing. NASDAQ also

requires listed companies to meet stringent corporate governance standards, standards

to which NASDAQ itself adheres. NASDAQ listing standards are transparent to

companies and investors alike, and are rigorously enforced.

51

http://www.nasdaq.net/PublicPages/ListingProcessMain.aspx#outline%23outline

http://www.nasdaq.com/about/nasdaq_listing_req_fees.pdf

http://www.nasdaq.com/about/StaffInterpLetters.stm

NASDAQ MARKETS

NASDAQ Global Select Market

The NASDAQ Global Select Market has the highest initial listing standards of any

stock market in the world. A company must meet specific financial and liquidity

requirements for initial listing and must continue to meet standards to maintain its

listing on the NASDAQ Global Select Market.

NASDAQ Global Market

The NASDAQ Global Market, formerly the NASDAQ National Market®, has a new

name that more accurately reflects the global leadership and international reach of this

market and listed companies. A company must meet all initial listing criteria of one of

the three listing standards for initial listing and must continue to meet standards to

maintain its listing on the NASDAQ Global Market.

NASDAQ Capital Market

The NASDAQ Capital Market, formerly the NASDAQ SmallCap MarketSM, was

renamed in 2005 to reflect the core purpose of this market — capital formation. A

company must meet the minimum financial requirements for initial listing and must

continue to meet standards to maintain its listing on the NASDAQ Capital Market.

NASDAQ LISTING APPLICATION GUIDE

PTO

52

ACTION RESPONSIBLE

PARTY TIMING Submit to: *

Submit:

← Application (signed and dated by

company);

← Listing Agreement (signed and dated by

company)

← Registration Statement (one copy)

Company or company’s

counsel At time of application

Apply Online

or mail to A

Submit:

← Completed Corporate Governance

Certification Form.


counsel

At time of application. Note: This form need not

necessarily accompany the company’s initial

submission.

A

Submit:

← $5,000 non-refundable application fee

← Entry Fee Payment Form

An estimated entry fee will be calculated by

Listing Qualifications upon request.


counsel

At time of application. Note: This form need not

necessarily accompany the company’s initial

submission.

A

53

https://screening.nasdaq.com/secureaspxcontent/OLACaptureTrackingNumberAndEmailId.aspx

Submit:

← $5,000 non-refundable application fee

← Entry Fee Payment Form




counsel

The $5,000 non-refundable fee is due at time of

the application. The balance of the entry fee is

due prior to the commencement of trading.

B – The company may

wire its fees. Please see

instructions below.

Submit:

← Logo Authorization Form and Art.




counselAt time of application D

Submit:

← One marked copy of any amendments

to the registration statement

← Copies of all correspondence between

the SEC and the company relating to the

filing of the company’s registration statement


counsel

Concurrent with SEC or other regulatory

authority filingA

Provide additional information Company or company’s Upon request by Listing Qualifications A

54

counsel

Submit:

← Copy of Form 8-A


counselConcurrent with SEC filing A

Provide notice of anticipated effective date of

registration statement


counsel

Notify Listing Qualifications by phone at least

three (3) business days prior to the anticipated

effective date of the registration statement.

A

← Confirm security addition

← Register market makers

← Release security for trading

Underwriter syndicate

and all market makers

Upon effectiveness and pricing, notify

Corporate Data Operations by phone.C

Provide notice of effectiveness and pricingCompany or company’s

counselNotify Listing Qualifications by phone. A

Submit:

← Final registration statement or

prospectus (1 copy)


counselAs soon as available A

55

Listing on NASDAQ for International Companies

Listing on NASDAQ gives international companies high visibility and access to a

diverse pool of investors worldwide. In addition, NASDAQ promotes corporate

growth and entrepreneurship by providing companies, market participants and

investors with one of the highest quality equity markets in the world.

The U.S. securities markets offer companies access to the richest source of capital in

the world as a result of their size, credibility and pool of enthusiastic investors. At the

same time, taking a company through a public offering in the U.S. is a major

undertaking and presents challenges to companies seeking access to this capital.

Recent changes in U.S. securities law require companies to show their ability to

manage control of their systems, operations and financial well being, and to

demonstrate integrity, transparency and accountability in all aspects of their business.

However, by this same account, a U.S. listing demonstrates to the financial

community that a company is among the best run companies in the world.

Considerations for listing on a U.S. stock market

U.S. securities markets offer companies multiple benefits, including supplying the

world’s richest source of capital. Listing in the U.S. can provide a company with an

infusion of cash to increase shareholder value and fuel long-term growth. Some

significant benefits include:

← U.S. stock exchanges provide retail and institutional investors with access to

U.S. capital markets, which are the largest and most liquid in the world.

← Currency becomes available for U.S. and global acquisitions. There may also

be a lowered cost of capital through accessing U.S. debt and commercial paper

markets.

← Having a stock option program can help attract and retain the most talented

employees.

← Listing on a U.S. exchange provides company with multiple marketing

benefits, including increased international visibility and credibility, broader brand

name awareness and an enhanced reputation.

56

← The stringent disclosure standards required by U.S. stock exchanges can help

generate increased investor confidence.

American Depositary Receipts (ADRs) and Other Listing Strategies

Many public offerings by non-U.S. companies are in the form of depositary receipts,

usually as American Depositary Receipts (ADRs). ADRs support distribution and

trading of existing shares of stock and capital raising. Each ADR generally represents

a multiple or fraction of the underlying securities and is quoted in American dollars.

ADRs transfer ownership while continuing to be the registered holder of the

underlying securities. They generally are structured so that the trading price for a

company’s ADR will be in the range of U.S. $10 to $30. In addition to ADRs, a

company can establish other structures that will allow it to list common shares in the

U.S.

Listing on NASDAQ for International Companies

Listing on NASDAQ gives international companies high visibility and access to a

diverse pool of investors worldwide. In addition, NASDAQ promotes corporate

growth and entrepreneurship by providing companies, market participants and

investors with one of the highest quality equity markets in the world.

The U.S. securities markets offer companies access to the richest source of capital in

the world as a result of their size, credibility and pool of enthusiastic investors. At the

same time, taking a company through a public offering in the U.S. is a major

undertaking and presents challenges to companies seeking access to this capital.

Recent changes in U.S. securities law require companies to show their ability to

manage control of their systems, operations and financial well being, and to

demonstrate integrity, transparency and accountability in all aspects of their business.

However, by this same account, a U.S. listing demonstrates to the financial

community that a company is among the best run companies in the world.

Considerations for listing on a U.S. stock market

U.S. securities markets offer companies multiple benefits, including supplying the

world’s richest source of capital. Listing in the U.S. can provide a company with an

57

infusion of cash to increase shareholder value and fuel long-term growth. Some

significant benefits include:

U.S. stock exchanges provide retail and institutional investors with access to U.S.

capital markets, which are the largest and most liquid in the world.

Currency becomes available for U.S. and global acquisitions. There may also be a

lowered cost of capital through accessing U.S. debt and commercial paper markets.

Having a stock option program can help attract and retain the most talented employees.

Listing on a U.S. exchange provides company with multiple marketing benefits,

including increased international visibility and credibility, broader brand name

awareness and an enhanced reputation.

The stringent disclosure standards required by U.S. stock exchanges can help generate

increased investor confidence.

American Depositary Receipts (ADRs) and Other Listing Strategies

Many public offerings by non-U.S. companies are in the form of depositary receipts,

usually as American Depositary Receipts (ADRs). ADRs support distribution and

trading of existing shares of stock and capital raising. Each ADR generally represents

a multiple or fraction of the underlying securities and is quoted in American dollars.

ADRs transfer ownership while continuing to be the registered holder of the

underlying securities. They generally are structured so that the trading price for a

company’s ADR will be in the range of U.S. $10 to $30. In addition to ADRs, a

company can establish other structures that will allow it to list common shares in the

U.S.

58

UK - FTSE

LISTING EQUITY :

Primary listing :

The Main Market offers companies the choice between a primary listing and a

secondary listing.

A primary listing requires a company to meet the highest standards of regulation and

disclosure in Europe; it is not necessarily that company’s first or sole listing.

A primary listing means the company is expected to meet the UK’s gold standard –

described as super-equivalent to the EU directives and implemented as part of the

Financial Services Action Plan - and as a consequence may enjoy a lower cost of

capital through greater investor involvement. A company which is already listed in its

home jurisdiction may choose a primary listing in the UK without relinquishing its

home listing.

Only ordinary shares can be primary listed (debt and Depositary receipts (DRs)

cannot).

Modified rules

Some companies seeking a primary listing have business models that make it difficult

to demonstrate compliance with the normal eligibility requirements in terms of track

record and controlling interest. To help these companies, the UKLA has created

modified rules for 'scientific research based companies' and 'mineral companies'.

Listing Categories

The FSA assigns an listing category to all securities admitted to the Official List – i.e.

primary or secondary. Please click here to access a list of all Main Market securities

with details of the relevant listing category or please click here to access FSA's

Official List.

59

FTSE UK Index Series

Primary listed Main Market companies are potentially eligible for the FTSE UK Index

Series, including the well-known FTSE 100 Index - one of the most widely

recognised in the world.

Inclusion in the FTSE UK Index Series is determined by FTSE according to published

ground rules. The FTSE UK Index Series is open to eligible primary listed Main

Market companies. Secondary listed companies and DRs are not eligible for inclusion

in the FTSE UK Index Series.

Secondary listing

A secondary listing allows issuers to access the Main Market while meeting EU

harmonised standards as opposed to the full ‘super-equivalent’ requirements.

Equity and DRs can be secondary listed, although this option is not available to UK

incorporated companies.

A secondary listing does not automatically mean a company’s second listing, rather it

signifies that the company has chosen to meet EU harmonised standards as opposed to

the UK super-equivalent standards required by a primary listing.

Secondary listings (equity & depositary receipts) are typically only offered to

professional investors.

The secondary listing route is also suitable for companies wishing to ‘passport’ their

prospectus into the UK. Click here for more information on ‘passporting’.

Fees calculator

Annual fees are payable by all companies whose equity securities or certificates

representing shares are admitted to trading. For companies joining the market after 1st

April, a pro-rata annual fee will be due.

60

Fees calculator (Main Market, PSM, Specialist Fund Market and other)

Fees calculator (AIM)

To obtain the pro-rata annual fee, calculate the number of calendar days, including the

date of admission to trading, up to and including 31 March; divide by 366 and

multiply the result with the annual fee.

Fees calculator for Main Market, Professional Securities Market, Specialist Fund

Market and other securities admitted to trading

Admission fees are payable on all applications for trading securities on the Exchange's

markets. Insert the number of shares and opening price - or just insert the market

capitalisation value - of the securities being admitted to trading.

Admission fees - New company issuing ordinary shares

Number of shares

Opening price

(£)

Market

capitalisation (£)

Admission Fee

(£)

100 50.00 5,000.00 5,870.00

Every new company joining the market after 1st April will also have to pay a pro-

rated annual fee. To obtain the fee, the number of calendar days are taken, including

the date of admission to trading up to and including 31 March, this number is divided

by 365 , and the number multiplied by the fee.

Date:

Select:

United Kingdom

CompanyInternational Company

Pro-rated annual fee (£) 3,860.00

61

Fees calculator for AIM companies and nominated advisers

An admission fee is payable by all companies seeking admission to AIM or where an

enlarged entity seeks admission to AIM following a reverse takeover under Rule 14 of

the AIM Rules for Companies. The admission fee is based on the market

capitalisation of the company on the day of admission.

No admission fee is payable by AIM companies for further issues.

Admission fees

Number of

shares

Opening price

(£)

Market

capitalisation (£)

Admission Fee

(£)

100 50.00 5,000.00 5,870.00

An annual fee of £4,750 is payable by all companies whose equity securities or

certificates representing shares are admitted to trading.

Annual fees are billed in the first week of April for the 12 months commencing 1

April and must be paid within 30 days of the invoice date.

A pro-rata annual fee is payable by new applicants. To calculate the fee, take the

number of calendar days, including the date of admission to trading up to and

including 31 March, divide this number by 365 and multiply the result by the annual

fee.

No pro-rata annual fee is payable by the enlarged entity admitted to AIM following a

reverse takeover under Rule 13 of the AIM Rules for companies.

Annual fees

Date Annual fee (01/04/08 - 31/03/09)

62