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PART I – Introduction

Introduction

The definitions contained in the “Definitions” section of these Listings Requirements apply to this Introduction.

Objectives
It is an integral function of the LuSE to provide facilities for the listing of securities (including securities issued by companies, domestic or foreign), to provide the LuSE’s users with an orderly market place for trading in such securities and to regulate the market accordingly.

The Listings Requirements set out in this document apply to issuers seeking a listing for the first time, presently listed issuers, all other securities that applicants may wish to list and those presently listed and, where applicable, to directors (as defined in each relevant section) of applicant issuers and to brokers. The Listings Requirements contain the rules and procedures governing new applications, all corporate actions and continuing obligations applicable to issuers. They are furthermore aimed at ensuring that the business of the LuSE is carried on with due regard to the public interest.

General Principles
It is impracticable and undesirable for the LuSE’s requirements and procedures to attempt to govern all circumstances that may arise in commercial practice.

Accordingly, the Listings Requirements fall into two categories as follows:

  • (a) general principles (“the General Principles”) which are set out below and which must be observed in all corporate actions and also in all submissions pertaining to securities listed and to be listed; and
  • (b) the main body of the Listings Requirements (“the main body”) which consists of the sections, schedules and practice notes. The main body is
    derived from the application and interpretation of the General Principles by the LuSE.

Moreover, the spirit of the General Principles and the main body may be applied by the LuSE in areas or circumstances not expressly covered in the Listings Requirements.

The LuSE has discretion to modify the application of a requirement contained in the main body in exceptional circumstances, for example when the LuSE considers that the strict application of the requirement would conflict with the General Principles.

Accordingly, users of the Listings Requirements must at all times observe the spirit as well as the precise wording of the General Principles and main body.

If there is any doubt as to the interpretation or application of the Listings Requirements, users must consult the LuSE.

The General Principles are as follows:

  • (i) to ensure the existence of a market for the raising of primary capital, an efficient mechanism for the trading of securities in the secondary market, and to protect investors;
  • (ii) to ensure that securities will be admitted to the List only if the LuSE is satisfied that it is appropriate for those securities to be listed;
  • (iii) to ensure that full, equal and timeous public disclosure is made to all holders of securities and the general public at large regarding the activities of an issuer that are price sensitive;
  • (iv) to ensure that holders of relevant securities are given full information and are afforded adequate opportunity to consider in advance and vote upon any of the following:
  • (1) substantial changes in an issuer’s business operations; and
  • (2) other matters affecting a listed company’s constitution or the rights of holders of securities;
  • (v) to ensure that all parties involved in the dissemination of information into the market place, whether directly to holders of relevant securities or to the public, observe the highest standards of care in doing so;
  • (vi) to ensure that all holders of the same class of securities of an issuer are accorded fair and equal treatment in respect of their securities; and
  • (vii) to ensure that the Listings Requirements, and in particular the continuing obligations, promote investor confidence in standards of disclosure and corporate governance in the conduct of applicant issuers’ affairs and in the market as a whole.

Competent authority
The LuSE is the holder of an exchange licence in terms of the provisions of the Act. A company wishing to have its securities dealt with on the LuSE must apply for a listing and must be in compliance with the requirements of the LuSE before being granted such listing. The Board of the LuSE is the competent authority responsible for:

  • the list of the securities which may be dealt in on the LuSE;
  • applications by applicant issuers for the listing of securities on the LuSE; and  the annual revision of the List.

The Board of the LuSE has delegated its authority in relation to the Listings Requirements, excluding termination of listings initiated at the instance of the LuSE (which authority has been delegated to the LuSE’s executive committee), to the management of the Issuer Services Division. When a listings matter is considered by the LuSE, representatives of the issuer and other advisers may accompany the relevant sponsor, any of whom may, subject to the LuSE’s consent, address the meeting. The LuSE reserves the right to limit the number of persons attending such meetings.

Companies with listings on other exchanges Attention is drawn to the fact that other exchanges may have different requirements relating to the issue of securities. Companies with a primary listing on the LuSE that are also listed on such other exchanges should therefore ensure that the requirements of both the LuSE and such other exchanges are complied with when submitting documentation to the LuSE for approval. Where an issuer’s primary listing is on another exchange, the LuSE will normally accept the listings requirements of that exchange but reserves the right to request such issuer to comply with such aspects of the Listings Requirements as it may, in its sole discretion, determine.

Application of Rules
The Listings Requirements shall not apply to the listings of Debt Securities. The Listing Requirements applicable to Debt Securities are contained in a separate body of listing requirements for Debt Securities.

PART II – Schedules

Schedules

Throughout these schedules the definitions in the “Definitions” section of the Listings Requirements are applicable, unless otherwise stated or the context requires otherwise, and an expression, which denotes any gender, includes other genders.

The following schedules form part of the Listings Requirements:
1Application for listing by new applicants
2Application for a listing of securities resulting from rights offers, claw-back offers and renounceable offers
3Application for a listing of securities resulting from capitalisation issues or scrip dividends
4Application for a listing of securities resulting from acquisitions, take-overs and mergers, share incentive schemes and convertible securities
5Independent fairness opinions
5AExpert’s confirmation of independence
5BExpert’s confirmation of competency
5CDeclaration by the issuer
6Application for a listing of securities resulting from an issue for cash
7General undertaking
8Statutory declaration
9Mechanical signatures on certificates of title
10Requirements for articles of association
11Requirements for certificates of title
12Requirements for option certificates in respect of listed options
13Rescue operations
14Requirements for share incentive schemes
15Repealed
16Sponsoring Brokers
17Declaration by sponsoring broker
18Annual compliance certificate
19Procedural requirements of the Securities Exchange News Service
20Standard wording for cautionary announcements
21Directors declaration
22Application for the de-listing of shares arising out of a repurchase of shares
23The use of electronic media for the delivery of investor information
24Corporate action timetables
25Working capital

Schedule I

Application for listing by new applicants

1.2 The application for listing by new applicants must contain the following:

(a) a statement that:

  • “It is understood that the granting of a listing pursuant to this application shall constitute a contract between this company*/or description of entity applying for listing if not a company* and the LuSE Limited (“LuSE”) and also between the directors*/description of office equivalent to
    directors*, on a continuing basis, of the company*/or description of entity applying for listing if not a company* and the LuSE, and that in giving the General Undertaking referred to in paragraph 16.10 (s) of the Listings Requirements of the LuSE (“the Listings Requirements”), the
    company*/or description of entity applying for listing if not a company* and its directors*/description of office equivalent to directors* undertake to comply with the Listings Requirements as they may exist from time to time.” * delete whichever is not applicable;

(b) full name of the applicant;

(c) the addresses of the registered and transfer offices of the applicant in the Republic of Zambia;

(d) regarding the applicant’s share capital:

(i) the amount of the authorised share capital of each class of share, and the nominal value and number of securities in each class; and
(ii) the number and amount of the share capital issued and to be issued with respect to each class of share, and the number of securities in each class for which a listing is applied for;

(e) the nominal amount and number of securities of each class:
(i) offered to the public for subscription, either by the applicant or otherwise (“the offer”), and the date the offer opened;
(ii) applied for in terms of the offer, and the date the offer closed (where this information is available at the date of application); and
(iii) issued and/or allotted, and the date of issue and/or allotment (where this information is available at the date of application) pursuant to
the offer;

(f) that monies in respect of excess applications will be refunded within 7 days of the closing of the offer;

(g) a statement whether or not it is desired to deal in any other documents prior to the issue and allotment of the securities;

(h) a statement detailing the sector of the List in which listing is applied for, and the abbreviated name of the applicant.

(i) an undertaking by the applicant in the form of a directors’, or equivalent, resolution that the documents referred to in paragraphs 16.19 to 16.21 will be submitted within the periods specified therein; and

1.2 The application must be signed by the secretary and a director, or equivalent, of the applicant and by the sponsoring broker.

1.3 The application must be accompanied by a resolution of the directors, or equivalent, of the applicant authorising the application for listing together with the relevant listing fee.

Schedule II

Application for a listing of securities resulting from rights offers, claw-back
offers and renounceable offers

2.1 The application for the listing of securities resulting from rights offers, clawback offers and renounceable offers must include:

(a) a description of and the number of renounceable letters for which a listing is applied for, and the relevant dates, in accordance with the relevant timetable in Schedule 24;

(b) a description of and the number of securities for which a listing is applied for, and the relevant dates, in accordance with the relevant timetable in Schedule 24;

(c) a brief description of the offer;

(d) the date on which the renounceable letters and the circular or pre-listing statement will be posted to securities holders;

(e) the date on which the offer closes;

(f) the authorised and issued capital of the applicant prior to the issue of the rights, renounceable or claw-back securities;

(g) the issued capital after the issue of the rights, renounceable or claw-back securities; and

(h) all renounceable letters dispatched by the applicant to registered shareholders will be sent by registered mail and by airmail wherever this is possible;

(i) the date on which the securities are to be allotted and issued; and

(j) the date on which the renounceable letters are to be allotted and issued.

2.2 The application must be signed by the secretary and a director, or equivalent, of the applicant and by the sponsoring broker.

2.3 The application must be accompanied by a resolution of the directors, or equivalent, of the applicant and any other resolution required by the Act or any other written law authorising the application for listing together with the relevant listing fee.

Schedule III

Application for a listing of securities resulting from capitalisation issues or
scrip dividends

3.1 The application for a listing of securities resulting from capitalisation issues or scrip dividends must state:

(a) the number of securities resulting from a capitalisation/scrip dividend issue for which a listing is applied;

(b) the date from which such listing is to commence;

(c) that the capitalisation/scrip dividend securities rank pari passu with the other issued securities of the applicant;

(d) the date on which the capitalisation/scrip dividend securities are to be allotted;

(e) the date on which the securities are to be issued;

(f) the authorised and issued share capital of the applicant prior to the issue of the capitalisation/scrip dividend securities; and

(g) the issued capital after the issue of the capitalisation/scrip dividend securities.

3.2 The application must be signed by the secretary and a director, or equivalent, of the applicant and by the sponsoring broker.

3.3 The application must be accompanied by a resolution of the directors, or equivalent, of the applicant authorising the application for listing together with the relevant listing fee.

Schedule IV

Application for a listing of securities resulting from acquisitions, take-overs
and mergers, share incentive schemes and convertible securities

4.1 The application for a listing of securities resulting from acquisitions, take-overs and mergers, share incentive schemes and convertible securities must contain the following:

(a) a description of and the number of securities for which a listing is applied and the date of listing;

(b) the reason for allotment and issue;

(c) the date of allotment;

(d) the date of issue of securities;

(e) a statement that when the securities are issued and listed they will rank pari passu in all respects with existing issued and listed securities of the same class;

(f) the applicant’s present authorised and issued capital;

(g) the issued capital after the issue of the securities that are subject of the application;

(h) confirmation that, in respect of an acquisition of assets, the assets have been transferred into the name of the applicant, or will be upon issue of the securities or other means of consideration settlement;

(i) with regard to shares that are being issued in respect of the achievement of a profit warranty, reference to the date and medium (e.g. publication or in the annual financial statements) in which the details of the transaction were announced; and

(j) where the application relates to a vendor consideration placing, confirmation that the issuer has complied with paragraph 5.62.

4.2 The application must be signed by the secretary and a director, or equivalent, of the applicant and by the sponsoring broker.

4.3 The application must be accompanied by a resolution of the board of directors, or equivalent, of the applicant authorising the application for a listing together with the relevant listing fee.

4.4 An application for share incentive scheme shares utilising a previously approved block listing must include the balance of shares in issue before and after the block listing. The application for block listing should also include the previous application letter submitted by the issuer to the LuSE.

4.5 Where application is made to the LuSE to list securities which are the subject of a profit warranty, a letter submitted by the issuer’s auditors confirming that the conditions required for the shares to be allotted and issued have been met, is to be submitted to the LuSE together with a reconciliation between the number of securities for which application is being made and the terms of the profit warranty.

4.6 The application must be accompanied by the relevant agreements.

Schedule V

Independent fairness opinions

Scope of this schedule
The objectives of this schedule are as follows:

  • (a) to provide sponsoring brokers and issuers with certainty, at an early stage of the process, as to the acceptability or otherwise to the LuSE of a nominated independent professional expert who will issue a fairness opinion;
  • (b) to provide guidelines regarding the required quality of independent fairness opinions generally; and
  • (c) to ensure consistent and detailed reporting practices with regard to fairness opinions.

As the issues of independence and competency will be unique to every transaction, this schedule provides guidance rather than specific rules. The overriding objective is to ensure that the board of directors receive competent and adequate advice from an acceptable independent and competent third party regarding a transaction. The board of directors must ensure that any director who is party to the transaction (being the subject
matter of the fairness opinion) is excluded from the process of mandating the expert and providing the necessary recommendations to shareholders. The issuer must confirm this in terms of the Schedule 5C declaration.

5.1 A fairness opinion must:

  • (a) be prepared by an independent professional expert, acceptable to the LuSE, who has no material interest either in the transaction or in the success or failure of the transaction;
  • (b) make appropriate disclosure where the independent professional expert has any existing or continuing relationship with the issuer and/or any other parties involved in the transaction; and
  • (c) set out all of the material factors and assumptions taken into account in the preparation of the statement (as set out in 5.8 below).

5.2 At an early stage in a contemplated transaction and preferably before engaging a party to prepare a fairness opinion, the sponsoring broker, on behalf of the issuer must submit to the LuSE:

  • (a) a declaration of independence completed by the nominated independent professional expert, in the form set out in Schedule 5A;
  • (b) a declaration of competency completed by the nominated independent professional expert, in the form set out in Schedule 5B; and
  • (c) a declaration by the issuer, in the form set out in Schedule 5C.

The above declarations must be submitted for every transaction.

5.3 The LuSE may, unless the issuer is able to provide additional information to satisfy the LuSE, require the issuer to appoint a different independent professional expert to prepare the fairness opinion if (based on the information received in terms of 5.2 above and the LuSE’s investigation thereof) the LuSE is not satisfied as to:

  • (a) the independence of the nominated independent professional expert; and/or
  • (b) the competency of the nominated independent professional expert with regard to the particular transaction; and/or (c) any reasons given by the issuer for the appointment of the nominated independent professional expert.
  • 5.4 The LuSE undertakes to give the sponsoring broker its approval or disapproval for the appointment of the independent professional expert within 48 hours (excluding weekends and public holidays) of receipt of the duly completed declarations required in 5.2 above. No documentation will be accepted for review by the LuSE until approval for the appointment has been given.

5.5 Before issuing a fairness opinion, the independent professional expert must perform a valuation of the issuer and/or the subject of the transaction. Where a valuation has been prepared by a competent third party (in respect of assets such as property or mineral reserves and rights for example), the independent professional expert should set out the manner in which he has satisfied himself that he can rely upon the valuation.

5.6 The LuSE’s request for the opinion of an independent professional expert may result in a statement that the transaction is fair. Where this is not the case and the fairness is impaired, the independent professional expert should give full reasons for his opinion in this regard. Even if the opinion is that the transaction is fair, the independent professional expert must, where appropriate, emphasise critical matters upon which it has relied upon in arriving at the opinion.

5.7 The LuSE only requires that the expert opine on the fairness of a transaction although it would allow the expert to opine on the reasonableness provided detailed disclosure is made in this regard. Fairness is based on quantitative issues and reasonableness on qualitative issues. For illustrative purposes, in the case of a disposal to a related party, the transaction may be said to be fair if the consideration payable by the related party is equal to or greater than the value of the business that is the subject of the transaction. In other instances, even though the consideration may be lower than the value of the business, the transaction may be said to be reasonable in certain circumstances after considering other significant qualitative factors.

5.8 The content of the fairness opinion is at the discretion of the independent professional expert, but must include at least the following basic elements:

  • (a) title;
  • (b) addressee;
  • (c) date of statement;
  • (d) opening or introductory paragraph with the purpose for which the report has been prepared;
  • (e) reference to the relevant LuSE or SRP rules in terms of which the statement is being issued;
  • (f) headings identifying the major sections including, but not limited to, introduction, procedures and the opinion;
  • (g) an explanation as to how the terms “fair” and if so mandated by the board of directors “reasonable”, as indicated in 5.6 above, apply in the context of the specific transaction;
  • (h) details of the information and sources of information;
  • (i) identification and discussion of both the external and internal key value drivers, sensitivities performed and assumptions used;
  • (j) if applicable, a summary of the manner in which the independent professional expert has satisfied itself as to the appropriateness and
    reasonableness of the underlying information and assumptions;
  • (k) a full explanation of the significant factors that led to the opinion given;
  • (l) any limiting conditions;
  • (m) the relationships between the issuer (and any other parties involved in the transaction) and the independent professional expert, as required by 5.1(b) above and as identified in the declaration completed in terms of 5.2(a) above and disclosure of the number and value of shares acquired if the expert’s fees were paid for in shares;
  • (n) confirmation that a valuation has been performed and identification of the valuation methodologies applied, and where there has been reliance upon a third party valuation, confirmation that the independent expert is satisfied with this valuation;
  • (o) a summary of other factors taken into account or procedures carried out in reaching the opinion;
  • (p) a statement that an individual shareholder’s decision may be influenced by such shareholder’s particular circumstances and accordingly that a
    shareholder should consult an independent advisor if in any doubt as to the merits or otherwise of the transaction;
  • (q) the opinion;
  • (r) the independent professional expert’s name, address and authorised signature; and
  • (s) any other information that the independent professional expert feels is appropriate.

5.9 The date on which the opinion is issued must be the same as the date that the directors authorise the submission of the relevant circular to the LuSE for formal approval.

5.10 The independent professional expert has a duty to evaluate all the information provided in a critical manner, as required in 5.8(i) above. This in no way implies that the information must be audited or that the accuracy of all information must be checked. There must be a statement as to how the information has been evaluated and whether or not the expert believes that such information is reasonable, particularly where the information contains forecasts prepared by the management and/or directors of the issuer. Any statement indicating that there has been no independent verification or any other similar statement would only be permissible subject to the following:

  • (a) the experts stating clearly what is meant by “no independent verification”; and
  • (b) such statement not invalidating any work that has been done in terms of this paragraph.

5.11 The LuSE has the right, but not the obligation, to request the independent professional expert to;

  • (a) clarify any aspect of the statement; and/or
  • (b) expand the statement so as to address any issues of concern to the LuSE.

Schedule 5A

Expert’s confirmation of independence

[please delete any paragraphs which are not applicable and which are the subject of a matter choice between paragraphs]

To: The Listings Committee,
LuSE
Central Park
Cairo Road
LUSAKA
……………….. 20 ……….

This declaration is completed with reference to:[insert name of listed company] (“the issuer”), the holding company, subsidiary companies, associate companies and joint ventures of the issuer (“the issuer’s related parties”);

[insert brief description of the transaction] (“the transaction”).

We acknowledge that this declaration has been requested by the LuSE for the purpose of confirming to the LuSE that we have no direct or indirect material interest in the transaction, or in the success or failure of the transaction that may mitigate against our appointment as the independent professional experts for the transaction.

We further acknowledge that the independent professional expert may be;

(a) a company or other entity that does not form part of a larger organisation;

(b) a company or other entity within a larger organisation that can potentially offer a wide range of services to the issuer; or

(c) a division within a company or other entity that falls into either of the two categories above.

This declaration is therefore made in the context that it relates to the individuals, the division and/or the company directly responsible for undertaking the work and issuing the opinion, as well as any other parties within the larger organisation (if applicable) that are involved in issuing the opinion or will directly benefit or profit from the transaction.

Full name of the independent professional expert: ……………………………………………………..(“the expert”), a division/associate/subsidiary of ……………………………………………………………………………..I, ………………………………………………………………………………………………. [insert full names] being a …………………………………………. [insert relationship to expert e.g. director/partner] and duly authorised on behalf of the expert to give this declaration, declare as follows:

1. Internal confidentiality procedures
(a) The expert and, if applicable, the group of companies to which the expert belongs or any other organisation to which the expert belongs, have
internal compliance procedures in place dealing with communication amongst their employees and contractors and amongst the different companies and divisions so as to ensure that information is kept confidential when appropriate;

(b) Through these procedures, information of a non public nature regarding the transaction is unknown to anyone outside of the expert and its larger organisation. In addition, the expert cannot be influenced with regard to the procedures that it follows and the opinion that it will express regarding the transaction;

These procedures are as follows …………………………….. [please provide full details]. In addition, the expert has no objection to the holding discussions with our legal compliance department.

2. Shareholding by directors/partners/employees etc of the expert in the issuer

(a) The persons who are directors, partners, officers, employees, consultants or contractors (“staff”) of the expert and who are involved in the activities of the expert in relation to the transaction and who further have an interest in any class of share, debt or loan capital of the issuer, the related parties to the issuer or any other party involved in the transaction or who may benefit from the transaction, are as follows:

Name of companyNature of holdingHolding number of sharesKwacha value of holding as at date ofName of registered holder and
beneficial owner and relationship of beneficial owner to the expert

The expert does not believe that the above holdings will compromise the independence of the expert because ……………………….. [please provide full explanation per individual disclosure] or

(b) No persons who form part of the staff of the expert or who are otherwise directly or indirectly involved in the activities of the expert in relation to the transaction have any interest in any class of share, debt or loan capital of the issuer, the related parties to the issuer or any other party involved in the transaction or who may benefit from the transaction; and

(c) The information given in (a) and (b) above has not changed in the last 6 months; or

(d) The information given in (a) and (b) has changed to the extent of ……………………. [please provide full details of all changes].

3. Shareholding of the expert in the issuer

(a) The expert and the following companies and funds under the management of the expert have an interest (being all such interests of which the expert or the compliance department is aware) in the following shares, debt (short term or long term) and loan capital of the issuer and/or any other company which is one of the issuer’s related parties and/or any other party involved in the transaction or who may benefit from the transaction;

Issuer or group companyNature of holdingHolding (number of shares and %)Kwacha value of holding as at date of letterName of registered holder and
beneficial owner and relationship of beneficial owner to the expert

The expert does not believe that these holdings will compromise the independence of the expert because…………………………………….. [please provide full explanation per individual disclosure] or

(b) Neither the expert nor any companies or funds under the management of the expert, has any interest (of which the expert or the compliance
department is aware) in any class of share, debt (short term or long term) or loan capital of the issuer and/or any other company which is one of the issuer’s related parties and/or any other party involved in the transaction or who may benefit from the transaction; and

(c) The information given in (a) and (b) above has not changed in the last 6 months; or

(d) The information given in (a) and (b) has changed to the extent of……………………………. [please provide full details of all changes]

4. Directorships of the staff of the expert

(a) The individuals named below, who form part of the staff of the expert, or any subsidiary or associate company of the expert, or the expert’s holding company, or any company in the expert’s holding company’s group are directors of the issuer, or of a company which is one of the issuer’s related parties or any other party involved in the transaction or who may benefit from the transaction;

NameEmployerCompany of
which individual
is a director
Nature of directorship
(executive or non-executive
and portfolio)

The expert confirms that the above individuals will take no part in the expert’s activities in relation to this transaction; or

(b) No staff of the expert, or any subsidiary or associate company of the expert, or the expert’s holding company, or any company in the experts holding company’s group is a director of the issuer, or a of a company which is one of the issuer’s related parties or any other party involved in the transaction or who may benefit from the transaction; and

(c) The information given in (a) and (b) above has not changed in the last 6 months; or

(d) The information given in (a) and (b) has changed to the extent of ………………………. [please provide full details of all changes].

5. History of services provided to the issuer

(a) The expert (and all subsidiary, associate companies and related parties of the expert) has provided the issuer, and/or the issuer’s related parties, with the following services for the following fees, or other economic benefit during the last 24 months commencing from the date of the last financial year end of the issuer or six months after the last financial year end, whichever is the later:

Expert or
company
in the
expert’s group
Nature
of service
provided
Date service
provided
Fees
(or economic benefit)
as % of total fees
for the expert for
that financial period
(see Note 1)

(Note 1: disclosure has been made where this percentage is equal to or greater than 10% in the case of the expert itself or any subsidiary, associate company or related party of the expert). or

(b) The expert (and all subsidiary, associate companies and related parties of the expert) has not provided the issuer, and/or the issuer’s related parties, with services during the last 24 months; and

(c) The information given in (a) and (b) above has not changed in the last 6 months; or

(d) The information given in (a) and (b) has changed to the extent of ……………………. . [please provide full details of all changes].

(e) The issuer is not a material client of the expert’s holding company, or any company in the expert’s holding company’s group.

6. Shareholding by the staff of the issuer

(a) The issuer (and all subsidiary, associate companies and related parties of the issuer), the issuer’s holding company’s (and any company in the issuer’s holding company’s group) and the staff of the issuer, who beneficially, directly or indirectly hold 5% of more in the share capital of the expert and/or the experts holding company are as follows:

Name of personNature of holdingHolding (number of sharesName of registered holder and beneficial owner and relationship
of beneficial owner to the issuer

The expert does not believe that the above holdings will compromise the independence of the expert because ……………………….. [please provide full explanation per individual disclosure] or

(b) Neither the issuer (and all subsidiaries, associate companies and related parties of the issuer) nor the issuer’s holding company (and any company in the issuer’s holding company’s group) nor the staff of the issuer have 5% or more in the share capital of the expert and/or the experts holding company either beneficially, directly or indirectly.

7. Directorships of the staff of the issuer

(a) The individuals named below, who form part of the staff of the issuer, or any subsidiary or associate company of the issuer, or the issuer’s holding company, or any company in the issuer’s holding company’s group are directors of the expert or any related parties of the expert or any other party involved in the transaction or who may benefit from the transaction;

NameEmployerCompany of
which individual
is a director
Nature of directorship
(executive or non-executive
and portfolio)

The expert confirms that the above individuals will not be involved in the expert’s activities in relation to this transaction; or

(b) No staff of the issuer, or any subsidiary or associate company of the issuer, or the issuer’s holding company, or any company in the issuer’s holding company’s group is a director of the expert or any related parties of the expert or any other party involved in the transaction or who may benefit from the transaction.

9. Fees to be paid for providing the fairness opinion

(a) Neither the fees (or other benefit) to be paid for providing the fairness opinion nor any other fees (or other benefit) receivable from the issuer or the issuer’s related parties or any other party, are contingent upon the outcome of the transaction;

(b) the fee to be paid for providing the fairness opinion, expressed as a percentage of the fees:

(i) is less than 10% of the gross fees received by the expert for the last financial year of the expert; and
(ii) the total of all fees receivable from the issuer is not more than 5% of the budgeted fees of the expert for the current financial year.

If the expert is unable to provide a positive confirmation to (i) and/or (ii) they should provide the details of the fees, expressed as a percentage of the gross fees received by the expert for the last financial year and as expressed as a percentage of the budgeted fees for the expert for the current financial year;

(c) the fees payable for the fairness opinion are to be paid in shares of the issuer or are linked to the ability to be issued as shares, and the percentage holding which will be held by the expert in the issuer after the transaction will be …………………. (percentage) of the total shares in issue. This shareholding neither makes the expert a material shareholder of the issuer nor is the shareholding material to the expert in the context of the expert’s investments as reflected in the expert’s balance sheet; or

(d) the fees for providing the fairness opinion are to be received in cash, and are in no way linked to the ability to convert those fees into shares.

10. General

(a) The expert will inform the LuSE immediately of any changes to the information given in this declaration that comes to the attention of the expert between the date of this declaration and the date of issue of the fairness opinion; and

(b) the contents of this declaration have been discussed with the compliance officer of the expert and all other relevant directors and employees of the expert who maintain the information provided in terms of this declaration; and

(c) based on the fact that the expert has made all reasonable enquiries in order to complete this declaration, the information disclosed in this declaration is accurate and complete.

SIGNED BY ……………………………………………………………… [insert full names]

For and on behalf of

……………………….

[insert name of expert]

Schedule 5B

Expert’s declaration of competency

To: The Listings Committee,
LuSE
Central Park
Cairo Road
LUSAKA
20

Full name of the independent professional expert: ……………………………………………………..
………………………………………………………………………………………………………… (“the expert”)
I, ………………………………………………………………………………………………. [insert full names] being a ………………………………………….. [insert relationship to expert e.g. director/partner] and duly authorised on behalf of the expert to give this declaration, declare as follows:

1. I understand that an independent fairness opinion is required in terms of section ……………………………………………………. of the Listings Requirements of the LuSE Limited (“the LuSE”) with regard to …………………………………………………. [insert brief description of the transaction] (“the transaction”).

2. The expert has been briefed by …………………………………………………….., who is a …………………………………………….. [insert position e.g. director] of the issuer, and ……………………………………. [insert name of company] who is the issuer’s advisor on the transaction, as to the nature of this assignment.

3. The directors, partners, officers and employees (“staff”) of the expert allocated to this assignment have the necessary qualifications and expertise, as detailed below:

Name (Note 1)Responsibility
on assignment
Professional
Qualifications
Abridged experience
in similar assignments
(including years’ experience)

(Note 1: The details of at least 2 people included in the team preparing the independent opinion must be provided. In addition, the details of one individual responsible for the independent review process discussed in 5 below must also be provided)

4. (a) The expert has all the necessary competencies to carry out this assignment (as detailed in 3 above); or (b) the expert does not have all the necessary competencies to complete this assignment, and has engaged or will engage ………………………………… . (“the third party”) to assist with the assignment. The third party has completed schedule 5A and has the necessary qualifications and expertise, as detailed
below. [delete whichever of (a) or (b) is not applicable]

5. An internal review and quality control process exists at the expert that will ensure that someone other than the senior person responsible for the assignment reviews the final opinion. That quality control process involves the following ………………………………… (full details to be included) or is identical to the detailed procedures spelt out in Schedule 5B declaration submitted to the LuSE on ……………………………. , a copy of which is included.

6. The issuer has undertaken that it will provide the expert with all the information that we have requested or may need to request in order to prepare the fairness opinion.

7. The expert will undertake a proper evaluation of all information provided to us by the management and directors of the issuer.

8. The expert will inform the LuSE Listings Committee of any changes to the information given in this declaration between the date of this declaration and the date of issue of the fairness opinion.

SIGNED BY ……………………………………………………………………………….. [insert full names]

For and on behalf of

……………..

[insert name of expert]

Schedule 5C

Declaration by the issuer

[please delete any paragraphs which are not applicable and which are the subject of a matter choice between paragraphs]

To: The Listings Committee,
LuSE
Central Park
Cairo Road
LUSAKA
20

Full name of the issuer:
I, ……………………………. [insert full names], being a ……………………….. [insert relationship to issuer e.g. director] and duly authorised on behalf of the issuer to give this declaration, declare as follows:

1. I understand that an independent fairness opinion is required in terms of section ………………………………. . of the Listings Requirements of the LuSE (“the LuSE”) with regard to ………………………………………………. [insert brief description of the
transaction] (“the transaction”).

2. I have briefed ………………………………………………….. [insert name of expert] (“the expert”), on the transaction and as to the nature of this assignment;

3. Due to their involvement in the transaction, ………………………………………………… (please insert the names of any directors of the issuer who could have a conflict of interest), are not in any way involved in the process of obtaining the independent fairness opinion.

4. The issuer has provided the expert with all the information requested that is relevant for the purpose of issuing the fairness opinion on the transaction, and will continue to provide all such further information as the expert may request.

5. The issuer did not approach the independent professional expert in order to agree a price at which the independent professional expert would find the transaction fair.

6. (a) The issuer approached the following parties formally, or informally, with a view to their possibly issuing the fairness opinion, but this was not done in order to find the most favourable view from a number of potential independent professional experts. Rather, we did/did not retain their services for the reasons given below:

Name of firm approached
and contact details
Reason for appointing/
not appointing them

or
(b) the expert was the only party approached with a view to obtaining a fairness opinion in relation to the transaction; and

(c) all parties approached were required to sign confidentiality agreements which bind them until such time as the transaction is announced and also in the event that the transaction does not proceed and is thus not announced.

7. The issuer believes that the expert is sufficiently independent and has the necessary competency to execute this assignment.

8. The issuer will inform the Listings Committee of any changes to the information given in this declaration between the date of this declaration and the date that the fairness opinion is issued.

9. The issuer consents to the LuSE contacting the parties set out in 5 above and waives, in favour of the LuSE, its right to confidentiality in respect of its dealings with such parties, in order for the LuSE to verify the reasons for the appointment or non-appointment of such parties.

10. In the instance where the expert is the auditor of the issuer, we confirm that the appointment has been approved by the audit committee (and attach a copy of this approval).

SIGNED BY ……………………………………………………………………………….. [insert full names]

For and on behalf of
………………..

[insert name of issuer]

Full name of the issuer’s sponsoring broker:

I, ………………………….. [insert full names], being a ………………………. [insert relationship to sponsoring broker e.g. director] and duly authorised on behalf of the sponsoring broker to give this declaration, declare that the sponsoring broker:

(a) has ensured that the issuer understands the declaration that they have signed;

(b) has made sufficient enquires to ensure that this declaration has been completed accurately by the issuer and after due consideration;

(c) has ensured that the issuer and the expert have received a full explanation of what is expected from them with regard to the issue of a fairness opinion; and

(d) has undertaken to inform the LuSE immediately if it becomes aware that any information given by the issuer or the expert in the Schedules 5A, 5B and 5C has changed between the date of this declaration and the date of issue of the fairness opinion.

SIGNED BY ……………………………………………………………………………….. [insert full names]

For and on behalf of
……………….

[insert name of sponsoring broker]

Schedule 6

Application for a listing of securities resulting from an issue for cash

6.1 The application for a listing of securities resulting from an issue for cash must state:

(a) the number of securities for which a listing is applied;

(b) the date from which the listing is to commence;

(c) that the securities rank pari passu with the other issued securities of the applicant;

(d) the date on which the securities are to be allotted;

(e) the date on which the securities are to be issued;

(f) the authorised and issued capital of the applicant prior to the issue of the securities;

(g) the authorised and issued capital after the issue of the securities;

(h) the number of public shareholders in the applicant, and the number and percentage of each class of security held by them;

(i) the level of voting required at the general meeting required by the Listings Requirements to approve the issue for cash;

(j) when the securities holders approved or will approve the issue;

(k) details of all issues of securities during the current financial year;

(l) that the issue will be to public shareholders; and

(m) what discount or premium, if any, the securities are to be issued at.

6.2 Where applicable, the application must be accompanied by a fairness opinion on the issue from an independent professional expert acceptable to the LuSE.

6.3 The application must be signed by the secretary and a director, or equivalent, of the applicant and by the sponsoring broker.

6.4 The application must be accompanied by a resolution of the directors, or equivalent, of the applicant authorising the application for listing together with the relevant listing fee.

6.5 The application must be accompanied by the relevant agreements.

Schedule 7

General undertaking

The following provisions must be contained in the general undertaking by the applicant issuer, which must be in the form of a resolution of directors certified by the Chairman:

7.1 That the applicant will make no charge in Zambia for a transfer of securities or the splitting of certificates of title.

7.2 That the applicant will make no charge in the Republic of Zambia for the registration of any powers of attorney or letters of administration.

7.3 That the articles of association of the applicant issuer and its subsidiary companies comply with the Listings Requirements that are now or hereafter may be in force.

7.4 That:

(a) all the said securities, or in the case of these being more than one class of share, all the securities of each respective class, are, and will remain, identical in all respects, viz.:

(i) they are of the same nominal value and are all fully paid;

(ii) they carry the same rights as to unrestricted transfer, attendance and voting at general/annual general meetings and in all other respects;
and

(iii) they are entitled to dividends at the same rate and for the same period, so that on the next ensuing distribution the dividend payable
on each share will be the same amount;

(b) before taking any action which, for statutory or other reasons would require the reinstatement of distinguishing numbers of the said securities or would or might cause difficulty or doubts in distinguishing between securities for which a listing has been granted and other securities in the capital of the applicant issuer, formal notice will be given to the LuSE of the intended action with full particulars of all relevant facts; and

(c) the applicant issuer will accept for registration transfer deeds and certificates.

Schedule 8

Compliance declaration

A sworn declaration must be made by the chairman and secretary stating, to the best of their knowledge, judgement and belief, arrived at after due and careful enquiry, where applicable, the following particulars:

8.1 That all documents required by the Act and any other written law have been duly filed with the Registrar of Companies, and that all legal requirements have been fulfilled.

8.2 That the minimum subscription has been received if the issue was not fully underwritten.

8.3 The number of securities, or amount of stock or debentures applied for by the public.

8.4 The number of securities issued for cash to the public, stating the price of issue and the actual amount per share paid thereon in cash.

8.5 The number of securities allotted for a consideration other than cash.

8.6 That the certificates, or other documents in which it is desired to deal have been or are ready to be delivered, and that they are identical to the specimen approved by the LuSE.

8.7 That, where applicable, the purchase of any assets has been completed, their transfer registered in the name of the applicant issuer and the purchase consideration was paid subsequent to registration of transfer. Where any such purchase has not been completed or registered, an undertaking that completion will be conditional upon registration.

8.8 That all monies refundable, in respect of any application or where no allotment has been made, have been refunded to applicants.

8.9 That external companies will open and maintain a transfer office in the Republic of Zambia during the period the securities are listed on the LuSE.

8.10 That all documents specified in paragraph 7.G.1 have been or are lying open for inspection in the manner prescribed.

8.11 That there are no other circumstances arising from the application that should be disclosed to the LuSE.

Schedule 9

Mechanical or electronic signatures on certificates of title

An application for mechanical or electronic signatures on certificates of title must be made in the following form:

“The Listings Committee
LuSE
Central Park
Cairo Road
LUSAKA

Dear Sirs

MECHANICAL/ELECTRONIC SIGNATURES (delete whichever is not applicable)

The Board undertakes that no mechanical/electronic (delete whichever is not applicable) signatures will be affixed to certificates issued in respect of the securities/stock of the applicant issuer unless the following conditions are complied with:

(a) The means of affixing such signatures shall be by (here insert the method to be employed); and

(b) Suitable blocks or dies/electronic templates (delete whichever is not applicable) bearing, respectively, the signatures of the relevant directors and, of the secretary or transfer secretary, shall be procured at the cost of the applicant issuer and kept respectively in the custody or under the control of the persons whose signatures they bear, or their duly authorised representatives, and in whose presence and by whose authority alone they shall be used. Each of such persons shall on each occasion on which such authority is given by him, record in a register to be maintained for this purpose by the secretary, the granting of such authority, its purpose and extent.

A certified copy of the resolution of the Board, adopting this procedure for mechanical/electronic (delete whichever is not applicable) signatures, is enclosed.

Yours faithfully,
(signature)

Chairman
………………

Schedule 10

Requirements for articles of association

No application for listing will be considered until the articles of association, or other document constituting or defining the constitution of the applicant, (“the articles”) has been approved by the LuSE.

The articles must be in English and must comply with the requirements in this schedule in respect of an applicant and the applicant’s subsidiary companies.

The requirements laid down are not exhaustive. The LuSE will not allow articles to contain any provisions that are unlawful or otherwise conflict with the Listings Requrements, may in any way restrict free dealings in securities or may, in the LuSE’s opinion, be unreasonable.

Contents of articles for applicants

The following provisions must be included in the contents of articles of applicants:

Preference securities

10.1 If there are cumulative and/or non cumulative preference shares in the capital of the company, the following right must attach to such shares:

“No further securities ranking in priority to, or pari passu with, existing preference shares, of any class, shall be created or issued without the consent in writing of the holders of 75% of the existing preference shares of such class, or the sanction of a resolution of the holders of such class of preference shares, passed at a separate general meeting of such holders, at which preference shareholders holding in aggregate not less than 1/4 of the total votes of all the preference shareholders holding securities in that class entitled to vote at that meeting, are present in person or by proxy, and the resolution has been passed by not less than 3/4 of the total votes to which the members of that class, present in person or by proxy, are entitled.”

Unissued securities

10.2 Provision must be made in the articles that unissued equity securities shall be offered to existing shareholders pro rata to their shareholding and in accordance with the Act and the Companies Act. However, subject to the provisions of the Act, the articles may provide that shareholders in general meeting may authorise the directors to issue unissued securities and/or grant options to subscribe for unissued securities as the directors in their discretion think fit, provided that such transaction(s) has/have been approved by the LuSE.

Calls on securities – external company

10.4 Neither the directors nor the company are to be given power over the issue of securities to create any differences in rights between the holders of the same class of share in respect of the amount of calls to be paid and the time of payment of such calls or in any other respect whatsoever.

10.5 Any amount paid up in advance of calls on any share shall carry interest only and shall not entitle the holder of the share to participate in respect thereof in a dividend subsequently declared.

10.6 Provision should be made in the articles of an external company for the payment of calls at the branch office in the Republic of Zambia.

Lien upon securities

10.7 The articles must not give a company power to claim a lien on securities.

Transfer of securities

10.8 Provision must be contained in the articles for the use of the common form of transfer.

10.9 There must be no restriction on the transfer of securities.

10.10 The following provision must be made in the articles:

“Any instrument of transfer (if any) shall be left at the transfer office of the company at which it is presented for registration, accompanied by the certificate of the securities to be transferred, and or such other evidence as the company may require to prove the title of the transferor or his rights to transfer the securities. All authorities to sign transfer deeds granted by members for the purpose of transferring securities that may be lodged, produced or exhibited with or to the company at any of its proper offices shall as between the company and the grantor of such authorities, be taken and deemed to continue and remain in full force and effect, and the company may allow the same to be acted upon until such time as express notice in writing of the revocation of the same shall have been given and lodged at the company’s transfer offices at which the authority was lodged, produced or exhibited. Even after the giving and lodging of such notices the company shall be entitled to give effect to any instruments signed under the authority to sign, and certified by any officer of the company, as being in order before the giving and lodging of such notice.”

Transmission clause

10.11 A provision to the effect that securities registered in the name of a deceased or insolvent shareholder shall be forfeited if the executor fails to register them in his own name or in the name of the heir(s) or legatees, when called upon by the directors to do so, will not be permitted.

Share warrants to bearer

10.12 Provision must be made for the issue of a new share warrant in place of one lost provided suitable documentation evidencing ownership is provided to the satisfaction of the directors.

10.13 Where the memorandum prohibits the issue of share warrants and the articles make provision for the issue thereof, the following clause must be inserted in the articles.

“Notwithstanding the provisions contained in these articles with reference to the issue of share warrants, the company is prohibited from issuing share warrants unless and until the objects of the company are altered to permit the issue of share warrants.”

Commission

10.14 The articles must provide that, subject to the Act and the Companies Act, the company may not pay commission exceeding 10% to any person in consideration for their subscribing or agreeing to subscribe, whether absolutely or conditionally, for any securities of the company.

Capital

10.15 Power should be contained in the articles to effect the following:

(a) increase(s) of capital;

(b) consolidation of securities;

(c) conversion of securities into stock;

(d) sub-division of securities;

(e) repurchase of securities;

(f) cancellation of securities;

(g) payments to shareholders;

(h) conversion of ordinary shares into redeemable preference shares; and

(i) conversion of securities of any class into securities of any other class, whether issued or not.

10.17 The clause in the articles dealing with the payments to shareholders must not provide that capital shall be repaid upon the basis that it may be called up again.

Notice of meeting

10.18 In the articles of an external company, provision must be made that if notice of a general/annual general meeting is given by surface mail, and is sent from the registered office of the company, at least 30 days notice of such meeting must be given to all shareholders entitled to such notice, or, at least 21 days notice must be given if the notice is sent by surface mail from a branch office in the Republic or by air mail from the registered office of the company.

10.19 In the articles of all companies, provision must be made for sending notices of meetings to the LuSE at the same time as notices are sent to shareholders.

General meetings

10.20 The business of a general meeting must include power to sanction or declare dividends.

10.21 The quorum at a general meeting must be at least three members entitled to attend and vote.

Voting at general meetings

10.22 In the case of an external company, the articles must make provision for depositing proxies at the branch office in the Republic of Zambia.

Directors

10.23 The articles must provide that the minimum number of directors shall be four.

10.24 The articles must provide that the appointment of a director to fill a casual vacancy or as an addition to the board must be confirmed at the next annual general meeting.

10.25 The articles must provide that if the number of directors falls below the minimum provided in the articles, the remaining directors shall only be permitted to act for the purpose of filling vacancies or calling general meetings of shareholders.

10.26 The articles must contain a provision that a director may be employed in any other capacity in the company or as a director or employee of a company controlled by, or itself a subsidiary of, this company and that in this event, their appointment and remuneration in respect of such other office must be determined by a disinterested quorum of directors.

10.27 The articles must provide that the directors shall be paid all their travelling and other expenses properly and necessarily incurred by them in and about the business of the company, and in attending meetings of the directors or of committees thereof; and that if any director is required to perform extra services or to go to reside abroad or otherwise shall be specifically occupied about the company’s business, they shall be entitled to receive such remuneration as is determined by a disinterested quorum of directors, which may be either in addition to or in substitution for any other remuneration.

10.28 In a new company, all the directors are to retire at the first annual general meeting, and at each annual general meeting of the company thereafter one third of the directors, or if their number is not a multiple of three, then the number nearest to but not less than one-third, shall retire from office. In the case of an existing company, at least one third of the directors shall retire at each annual general meeting. The aforesaid provisions are however, subject to the proviso that if a director is appointed a managing director, or as an employee of the company in any other capacity, the contract under which he is appointed may provide that he shall not, while he continues to hold that position or office under contract for a term of rotation, be subject to retirement by such contract and he shall not in such case be taken into account in determining the rotation or retirement of directors, provided that less than half of the directors may be appointed to any such position.

10.29 The period to be allowed before the date of an annual general meeting for the nomination of a new director must be such as to give sufficient time after the receipt of the notice for nominations to reach the company’s office from any part of the Republic of Zambia.

10.30 The directors shall be entitled to elect a chairman, deputy chairman and/or any vice chairmen and determine the period for which they, respectively, shall hold office.

If the quorum of directors is two, the chairman shall not be permitted to have a casting vote if only two directors are present at a meeting of directors.

10.31 A resolution signed, in the Republic of Zambia, by all directors (or their alternates, if applicable), which resolution is then inserted in the minute book, shall be as valid and effective as if it had been passed at a meeting of directors. Any such resolution may consist of several documents and shall be deemed to have been passed on the date on which it was signed by the last director who signed it (unless a statement to the contrary is made in that resolution).

Dividends

10.32 The articles must provide that the company in general meeting or the directors may declare dividends. However, the company in general meeting must not be able to declare a larger dividend than that recommended by the directors.

10.33 It should be noted that dividends are to be payable to shareholders registered as at a date subsequent to the date of declaration or date of confirmation of the dividend whichever is the later.

10.34 A provision to the effect that dividends that remain unclaimed for 3 years may become the property of the company will be permitted. Subject to any law in force, the company must hold monies other than dividends due to shareholders in trust indefinitely until lawfully claimed by the shareholders.

Annual financial statements

10.36 Provision should be made in the articles of a company incorporated in the Republic of Zambia for a copy of the annual financial statements to be sent to shareholders at least 21 days before the date of the annual general meeting at which they will be considered.

10.37 In the articles of an external company, provision should be made that a copy of the annual financial statements will be sent to all shareholders at least 30 days before the date of the annual general meeting at which they will be considered if sent by surface mail from the registered office of the company, and at least 21 days before that date if sent by surface mail from a branch office in the Republic of Zambia or by airmail from the registered office.

Notices of general/annual general meetings

10.38 Notices of general/annual general meetings are to be sent to each person entitled to vote at such meeting.

Members registered address

10.39 A clause in the articles to the effect that members shall register an address in the Republic of Zambia or in some other country will be permitted.

10.40 In the articles of an external company, a provision that members are to register an address in the foreign country only will not be permitted.

Advertisement of notices

10.41 In addition to the notice of general/annual general meetings to be sent to all beneficial owners, a provision must be included in the articles that such notice must also be announced through SENS.

Schedule 11

Requirements for certificates of title

With respect to the certificated environment, the following are the requirements for certificates of title:

Size
11.1 Minimum and maximum sizes of certificates of title:

(a) the breadth permitted is a minimum of 250 mm and a maximum of 300 mm; and

(b) the depth permitted is a minimum of 200 mm and a maximum of 275 mm.

Name
11.2 The name of the company must be clearly printed in bold type. The name must agree in every particular with that under which the company was registered.

Abbreviations of words should not be used unless the name of the company is so registered, e.g. the word “AND”/“and” should be printed, and not the abbreviation “&” and the word “LIMITED”/“Limited” should be printed and not the abbreviation “LTD”/“Ltd”. Should the company be registered with either of these words abbreviated a note should be printed at the foot of the certificate of title to the effect that certificates of title accompanied by transfer deeds having the name of the company abbreviated “&” or the word “and” written in full will be accepted for transfer. A similar procedure should be adopted for any other abbreviations.

Change of name
11.3 The former name of the company must be shown in brackets under the new name of the company for a period of at least one year after such change of name.

Country of registration
11.4 The country of registration must be printed under the name of the company.

Translation of name
11.5 Should it be desired to show the translation of the name in another official language this may be shown under the name, provided a statement is made on the certificate that the company will accept either name on transfer deeds.

Certificate number
11.6 The certificate of title number must be shown on the top left-hand corner.

Number of securities
11.7 The number of securities represented by the certificate must be shown on the top right-hand corner. In the case of units of stock the number of units and the nominal value must be shown.

LuSE alpha code
11.8 All certificates of title must bear the LuSE alpha code. This alpha code should be clearly printed in block capital letters on the top right-hand corner of the certificate of title. Any additional identification codes that may be introduced by the LuSE in accordance with international standards must be similarly printed on certificates of title. Whenever share certificates are recalled the ISIN will change.

Preference share certificates
11.9 Certificates in respect of a first issue of preference shares must be printed in red, including the border, if any. Certificates in respect of shares, other than a first issue of preference shares, may be printed in any other approved colour. Where preference shares of a new class are issued, second and subsequent issues of preference shares should be described as “Second Preference Shares”, “Third Preference Shares” and so on.

Description of securities
11.10 A full description of the class of securities, must be printed in the body of the certificate; the description to be in accordance with that prescribed in the memorandum and articles of association. Where special rights and obligations pertain to the securities (e.g. for preference shares and/or debentures), salient details of these rights and conditions must be printed on the back of the certificate.

Class of securities
11.11 A description of the class of securities must be printed in bold type above the name of the company.

Low and high voting equity shares
11.12 Certificates in respect of low or high voting equity shares that have been issued should indicate clearly that the shares are low or high voting equity shares, such as “A” or “N” ordinary shares.

Certificates of title to indicate re-construction
11.13 Where securities have been split, reduced, and/or consolidated, a summary of this information must be clearly shown at the top of the certificate. This information must be perpetuated on such certificates of title for a period of one year. These securities must be clearly distinguishable from other securities of the company in circulation. As an additional safeguard, companies must use a different colour and series of numbers.

Address of registered office and transfer office
11.14 The physical and postal addresses in the Republic of Zambia of the registered office and transfer office of the company must be shown.

Signatures on certificates of title
11.15 The provisions of the Companies Act shall constitute the LuSE’s requirements for the signatures on certificates of title.

11.16 The date and place of issue of the certificate must be stated.

Certificates cancelled by mutilation
11.17 Specimens submitted must be cancelled by mutilation (a rubber stamp, or statement in ink to the effect that the certificate has been cancelled, is not sufficient).

Specimens retained
11.18 Specimen certificates of title submitted will be retained and will not be returned.

Schedule 12

Requirements for option certificates in respect of listed options

The conditions of issue of listed options must be printed on option certificates and must make provision for the following:

12.1 The option exercise period:

(a) the minimum period during which an option may be exercised shall be not less than one calendar month (“option exercise period”). The company
must advise option holders at least six weeks prior to the option exercise period of the dates of the option exercise period; and

(b) in cases where the options may be exercised at any time, the company shall undertake to send a reminder to registered option holders not less than six weeks or more than two months prior to the final date for the exercise of the options.

12.2 Upon exercise of the option, the securities to be issued and allotted by the company in satisfaction of the option shall rank pari passu with existing issued securities of the same class in the capital of the company, and certificates of title in satisfaction of such rights will be issued in accordance with the relevant timetable in Schedule 24.

12.3 New option certificates shall be issued upon transfer to a transferee.

12.4 In cases where the exercise of the option is restricted to an option exercise period, the company shall undertake not to fix a DD or LDT for a dividend, rights offer, capitalisation issue, capital reconstruction or take over offer to be settled by an issue of ordinary shares, that will fall within the exercise period.

Where the options may be exercised at any time, holders of the options shall be precluded from exercising their options between the DD and LDT of any corporate event.

12.5 The number, description and nominal value of the securities over which the option is granted.

12.6 The price at which the option may be exercised.

12.7 That the option over a specified number of securities will be exercisable either in whole or in part.

12.8 Additional issues of options or of the issue of securities with conversion rights or of the amendment of the conditions of the options will require the separate sanction of the holders of the options and the holders of each class of equity security.

12.9 The holders of the options shall be advised simultaneously with the holders of equity shares or stock of any contemplated rights, claw-back or renounceable offer, or capitalisation/bonus issue, and of all relevant dates affecting entitlement ratios and participation in such offer or issue, in accordance with the relevant timetable in Schedule 24.

12.10 In a capital reconstruction, the ratio of:

(a) the total number of securities that may be issued on the exercise of the option compared to the total number of securities issued; and

(b) the issue price per ordinary share or stock compared to the nominal value per share or stock; shall be adjusted to correspond proportionately to the total number of securities or stock issued and the nominal value per share or stock in the reconstructed capital.

12.11 Ordinary share capital shall not be repaid during the period of the option.

Schedule 13

Rescue operations

13.1 A listed company in severe financial difficulty may find itself with no alternative but to dispose of a substantial part of its business or issue shares for cash within a short time frame to meet its ongoing working capital requirements or to reduce its liabilities. Due to time constraints it may not be able to prepare a circular and convene a general meeting to obtain prior shareholder approval.

13.2 The LuSE may modify the requirements in paragraph 9.20 to 9.29 and 5.51 to 5.53 regarding the preparation of a circular and the obtaining of shareholder approval, if the company:

(a) can demonstrate that it is in severe financial difficulty; and

(b) satisfies the conditions in this schedule.

13.3 An application for dispensation should be made to the LuSE at the earliest available opportunity and at least ten business days before the terms of the disposal or issue of shares for cash are agreed.

13.4 The issuer should be able to demonstrate to the LuSE that it could not reasonably have entered into negotiations earlier to enable shareholder approval to be sought.

13.5 The following documents should be provided to the LuSE:

(a) confirmation from the board of directors of the issuer that:

(i) negotiation does not allow time for shareholder approval;

(ii) all alternative methods of financing have been exhausted and the only option remaining is to dispose of a substantial part of its business or issue shares for cash;

(iii) by taking the decision to dispose of part of the business or to issue shares to raise cash, the directors are acting in the best interests of the company and shareholders as a whole and that unless it is completed judicial managers or liquidators are likely to be appointed; and

(iv) if the disposal or issue of shares for cash is to a related party, that it is the only available option in the current circumstances;

(b) confirmation from the issuer’s sponsoring broker that, in its opinion and on the basis of information available to it, the issuer is in severe financial difficulty and that it will not be in a position to meet its obligations as they fall due unless the disposal or issue of shares for cash takes place according to the proposed timetable;

(c) confirmation from the persons providing finance stating that further finance or facilities will not be made available and that unless the disposal or issue of shares for cash is effected immediately, current facilities will be withdrawn;

(d) confirmation that the Commission has been consulted; and

(e) an announcement that complies with paragraph 13.6 below.

13.6 An announcement, requiring LuSE approval, must be released over SENS by no later than the date the terms of the disposal or issue of shares for cash are agreed and this announcement should contain:

(a) all relevant information required in terms of paragraph 9.15 or 11.22;

(b) the name of the acquirer and the expected date of completion of the disposal or the name of the party subscribing for the shares;

(c) full disclosure about the group’s continuing prospects for at least the current financial year;

(d) a statement that the directors not only believe that the disposal or issue of share for cash is in the best interests of the company and shareholders as a whole but that if it is not completed the company may be unable to meet its financial commitments as they fall due and consequently will be unable to continue to trade resulting in the appointment of judicial managers or liquidators;

(e) a statement incorporating the details of all the confirmations provided to the LuSE in terms of 13.5 above;

(f) details of any financing arrangements (either current or future) if they are contingent upon the disposal being effected;

(g) if the disposal or issue for cash is to a related party, then a statement by the board whether the transaction is fair in so far as shareholders are concerned and confirmation that they have been so advised by an independent expert; and

(h) a statement by the issuer that in its opinion the working capital available to the continuing group is sufficient for the group’s present requirements, that is, for at least 12 months from the date of the announcement, or, if not, how it is proposed to provide the additional working capital thought by the company to be necessary.

Schedule 14

Requirements for share incentive schemes

Share options schemes and share incentive schemes (“schemes”) are to be used to incentivise staff and may not be used for trading purposes. The following provisions apply, with appropriate modifications, to all schemes involving the purchase of securities, and/or the issue of shares or other securities (including options) by issuers (or trusts formed for this purpose in terms of the law in force) to, or for the benefit of, employees.

They apply also to schemes of all subsidiaries of issuers.

The LuSE must be consulted on the application of these provisions to schemes intended to apply to employees of associates.

14.1 The scheme, which must be approved by shareholders of the issuer or company applying for listing in general meeting prior to its implementation, must contain provisions relating to:

(a) the category of persons to whom or for the benefit of whom securities may be purchased or issued under the scheme (“participants”).

Notwithstanding
the above requirement, the LuSE restricts the definition of participants to persons involved in the business of the group including non-executive
directors;

(b) the aggregate number of securities that may be utilised for purposes of the scheme must be stated together with the percentage of the issued share capital that it represents at that time;

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

(d) the amount, if any, payable on application or acceptance; the basis for determining the purchase, subscription or option price, which must be a fixed mechanism for all participants; the period in which payments, or loans to provide the same, may be paid or after which payments or loans to provide the same, must be paid; the terms of any loan; the procedure to be adopted on termination of employment or retirement of a participant; and

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

14.2 A scheme may provide, in the event of a capitalisation issue, a rights issue, subdivision, consolidation of securities or reduction of capital, for adjustment of the purchase, subscription or option price or the number or amount of securities subject to options already granted to participants and to the scheme. Such adjustments should give a participant entitlement to the same proportion of the equity capital as that to which he was previously entitled:

(a) the issue of securities as consideration for an acquisition or a waiver of preemptive rights will not be regarded as a circumstance requiring adjustment; and

(b) adjustments, where necessary must be confirmed to the directors in writing by the company’s auditors that these are calculated on a reasonable basis.

14.3 The scheme must provide, or the circular must state, that the provisions relating to the matters contained in 14.1 above cannot be altered without the prior approval of shareholders in general meeting.

14.4 Executive directors may not be appointed as trustees of schemes. Non-executive directors may be appointed as trustees of the scheme, provided they do not benefit from the scheme.

14.5 The trustees may not be participants under the scheme.

14.6 Shares shall, upon release to participants, rank pari passu in all respects with the existing issued shares of the company.

14.7 Application must be made for a listing of those securities of a class already listed at the time of their issue.

14.8 The scheme document, if not circulated to the shareholders, must be available for inspection for at least 14 days at the company’s registered office or such other places as the LuSE may agree.

14.9 The terms of the resolution must approve a specific scheme and refer either to the scheme itself (if circulated to the shareholders) or to a summary of its principal terms included in the circular, which must contain all the provisions set out in paragraph 14.1 above.

14.10 The issuer must, in respect of its or its subsidiary companies schemes, summarise in its annual financial statements the number of securities that may be utilised for purposes of the scheme at the beginning of the accounting period, changes in such number during the accounting period and the balance of securities available for utilisation for purposes of the scheme at the end of the accounting period.

14.11 Shares held by the issuer’s share trust, shall not exceed 20% of the company’s issued share capital, unless under exceptional circumstances.

14.12 With regards to the trading of shares by schemes, the following requirements apply:

(a) shares may only be purchased once a participant or group of participants to whom they will be allocated, has been formally identified (e.g. applicants to whom options over securities have been issued);

(b) shares may only be sold:

(i) once that participant has resigned or is deceased; or

(ii) on behalf of the employee, once the rights have vested in the employee; or

(iii) to reduce the pool of unallocated shares held as at 1 September 2003.

14.13 Shares held by a share trust or scheme will not have their votes at general/annual general meetings taken account of for Listing Requirements resolution approval purposes. Such shares will also not be allowed to be taken account of for purposes of determining categorisations as detailed in Section 9.

Schedule 16

Sponsoring Brokers

This schedule contains certain Listings Requirements applicable to sponsoring brokers and should be read with Section 2.

Introduction
16.1 This schedule sets out the Listings Requirements of the LuSE pertaining to the eligibility criteria of sponsoring brokers.

16.2 A sponsoring broker may be a company with sufficient executive staff to execute all sponsoring broker requirements and responsibilities in accordance with the Listings Requirements.

16.3 The responsibilities of a sponsoring broker are set out in Section 2 and the Act.

Schedule 17

Declaration by Sponsoring Broker

The following declaration format must be used by sponsoring brokers when submitting
the declaration on their letterhead to the LuSE:
“The Listings Committee
LuSE
Central Park
Cairo Road
LUSAKA
……………….. 20 ………..
Dear Sirs
(Full name of sponsoring broker) – sponsoring broker declaration The attached application by (full name of applicant issuer) in respect of (brief
description of the corporate action) is the subject of this sponsoring broker declaration.

I, (full name of approved executive), an approved executive of the above sponsoring broker:

(a) hereby confirm that I have satisfied myself to the best of my knowledge and belief, having made due and careful enquiry of the applicant issuer (and its advisers),* that all the documents required by the Listings Requirements to be included in the application have been supplied to the LuSE; that all other relevant requirements of the Listings Requirements have been complied with; and that there are no material matters other than those disclosed in writing to the LuSE that should be taken into account by the LuSE in considering the suitability of the application.

Should any
further information come to my notice before the approval of the application, I will immediately inform the LuSE;
(b) hereby confirm that I will review each submission for full compliance with the Listings Requirements before submitting it to the LuSE; and
(c) confirm that with regard to our independence:

(i) either:
(1) the following director(s), partner(s) or employee(s) (“employment capacity”) of the sponsoring broker (including any holding company, subsidiaries and associates of the sponsoring broker) (“the sponsoring broker”) has an interest in a class of share, debt or loan capital of
……………………………………… (including the holding company, subsidiaries or associates) (“the issuer”):

Name and employment capacityNature of holding or interest%Name of beneficial owner

or
(2) hereby confirm that the sponsoring broker has no interest in the issuer; (delete paragraph whichever is not applicable) and
(3) in relation to the above, the following has changed over the last 12 months

(ii) either
(1) the sponsoring broker has the following representation on the board of directors of the issuer

Name and employment capacityCapacity (of directorship)

or
(2) the sponsoring broker has no board representation on the board of directors of the issuer and
(3) in relation to the above the following has changed over the last 12 months

(iii) either
(1) the following matter may be considered to have an effect on our independence from the issuer:

or

(2) there is no matter which may have an effect on our independence from the issuer

and

(3) in relation to the above the following has changed over the last 12 months

(iv) either:

(1) the interests of the sponsoring broker in relation to any securities or other holdings in the issuer will change as a result of this transaction as follows:

or

(2) the interests of the sponsoring broker in relation to any securities or other holdings in the issuer will not change as a result of this transaction

(v) the various functions and activities undertaken by the sponsoring broker:

(1) in relation to this corporate action and to the issuer are as follows:

and

(2) in relation to the above the following has changed over the last 12 months

(c) Where an interest or issue has been identified above, provide a list of the procedures that are in place in order to ensure that the sponsoring broker is independent from the issuer:

This declaration is furnished to you in accordance with the Listings Requirements of the LuSE and may not be relied upon for any other purpose or
by any other person.

Yours faithfully
(signature of approved executive)
(initials and surname of approved executive)”

Schedule 18

Annual compliance certificate

The relevant compliance certificate contained herein must be completed in the form of a letter addressed to the LuSE.

Annual compliance certificate for issuers with a primary listing on the LuSE I, the undersigned, ………………………………………………………………………………. (full names), being duly authorised hereto, certify to the LuSE Limited (the “LuSE”) that (“the company”) and its directors have, during the twelve* months ended 31 December, complied with all Listings Requirements and every disclosure requirement for continued listing on the LuSE imposed by the LuSE during that period.

Signed by: …………………………………………………………………………………
(duly authorised hereto, for and on behalf of the directors of the company)

*adjust if necessary

Annual compliance certificate for issuers with a secondary listing on the LuSE
I, the undersigned, ………………………………………………………………………………. (full names), being duly authorised hereto, certify to the LuSE that … (“the company”) and its directors have, during the twelve* months ended 31 December…………………………………., complied with every stock exchange requirement and disclosure requirement for continued listing on the …………………………………………………………………. [insert name of relevant exchange on which the company has a primary listing].

I further certify that, during the period, the company has and, currently, is in compliance with all the relevant statutory requirements in ………………………………………………… [insert country of incorporation].

Signed by: …………………………………………………………………………………………………………….
(duly authorised hereto, for and on behalf of the directors of the company)

*adjust if necessary

Schedule 19

Procedural requirements of the Securities Exchange News Service

Definitions
19.1 In this schedule, unless otherwise stated or the context requires otherwise, an expression which denotes any gender includes other genders and the following terms will have the meanings set out below:

TermMeaning
company announcementsannouncements as defined in paragraph 11.2 of
Section 11
LuSE approvalapproval by the LuSE
LuSE trading hoursfrom 09h00 to 17h00 on business days
price sensitive company releasesreleases, other than company announcements,
by applicant issuers that contain price
sensitive information
price sensitive informationunpublished information that, if it were to be
made public, would be reasonably likely to have
an effect on the reference price of a listed
company’s securities
registered submitteran organisation that has been approved and
registered by SENS to submit
announcements on behalf of applicant issuers
relevant company informationcompany announcements and price
sensitive company releases
SENS operational hoursfrom 07h00 to 18h00 on business days

Introduction
19.2 As a result of a need to disseminate relevant company information to the market on a real time basis, the LuSE has established an office called the Securities Exchange News Service (“SENS”). All relevant company information received by SENS will, after authentication and LuSE approval, if necessary, be electronically transmitted to the SENS subscribers, which include the major wire services, who will immediately disseminate such information to their customers.

SENS will facilitate early, equal and wide dissemination of relevant company information, and will improve communication between applicant issuers and the market.

Timely submission of relevant company information
19.3 (a) All relevant company information must be submitted to SENS as soon as possible after authorisation by the applicant issuer. To promote the equal release of such information and confidentiality prior thereto, in terms of paragraph 3.5 of Section 3, applicant issuers may not release, even subject to a time embargo, such information to any third party, (which for the purposes of this schedule includes, inter alia, analysts, the media (including the Internet) and printers who have not signed a confidentiality agreement with applicant issuers):

(i) during LuSE trading hours, until such information has been published through SENS in terms of 19.8 below; or (ii) outside LuSE trading hours, until such information has been authenticated in terms of 19.6 below, approved by the LuSE (if necessary) in terms of 19.7 below, and arrangements have been made for such information to be published through SENS prior to the next opening of LuSE trading hours.

(b) Accordingly, in terms of paragraph 3.8 of Section 3, where a company intends to release price sensitive information at a shareholders’ meeting to be held during LuSE trading hours, arrangements should be made for notification of such information to SENS, so that the release of such information at the meeting is made at the same time as such information is published through SENS. If any other price sensitive information is released during such meeting (e.g. during question time), immediate steps should be taken for an appropriate company announcement or release to be published through SENS.

Registration of submitters
19.4 (a) Organisations that wish to submit announcements on behalf of applicant issuers must be Sponsoring Brokers. Company announcements will only be accepted from sponsoring brokers.

Method and form of submission
19.5 (a) All relevant company information must be submitted to SENS after such announcements have been duly approved. A Sponsoring Broker must do
all necessary things in order to ensure approval of a company announcement before submission to SENS.

(b) Relevant company information must be submitted to SENS by e-mail, LuSE web-site or fax (refer to 19.15 below), together with a mandatory cover page containing:

(i) the applicant issuer’s name and alpha code, sponsoring broker name and sponsoring broker contact name, name and telephone number of
the registered submitter and persons authorised by the applicant issuer to confirm the authenticity of the information to be published
through SENS;

(ii) a statement, where applicable, that the applicant issuer’s securities are listed on other exchanges, and the names of such exchanges, together with an indication of the exchange of primary listing;

(iii) a statement whether or not any other regulatory approvals have been obtained (refer to 19.7(b) below);

(iv) a statement whether or not, in the opinion of the company, the relevant company information contains price sensitive information
(refer to 19.1 above); and

(v) if relevant, a request for confirmation of publication through SENS (refer to 19.10 below).

(c) As indicated in paragraph 3.45 of Section 3, the relevant company information must be in English and must conform to the specifications set
out in the Appendix to this schedule, to prevent any delay in publication through SENS.

Authentication of submissions
19.6 (a) If relevant company information is received by SENS during SENS operational hours, SENS will immediately telephonically confirm its
authenticity with one of the contact persons referred to in the cover page.

(b) If relevant company information is received by SENS outside SENS operational hours, such information will be authenticated as soon as
possible during the following SENS operational hours.

Approval of certain submissions
19.7 (a) All relevant company information must be submitted to SENS for authentication.

(b) If a company announcement requires the approval of another regulatory authority, e.g. the Zambian Bank of Zambia, Competition Board, the
sponsoring broker of the company, as indicated in 19.5(b)(iii) above, must state in the cover page whether or not such regulatory approval has been obtained.

Publication through SENS
19.8 (a) All company information will be published through SENS immediately after such information has been authenticated in terms of 19.6 above, and approved (if necessary) in terms of 19.7 above.

(b) Publication through SENS will take place by SENS electronically transmitting the company information to SENS subscribers, which include
the major wire services, which will immediately disseminate such information to their customers.

SENS Processing
19.9 (a) Submission of documents will be processed on a “first-in-first-out” basis.

(b) Only documents submitted in the following file formats will be accepted:
(i) MS Word: doc files;
(ii) MS Excel: xls files;
(iii) Rich text: RTF files;
(iv) Comma separated: CSV files; and
(v) Text files: txt files.
(vi) Any other as may be approved by the LuSE

Publication on other markets
19.10 (a) After relevant company information relating to an applicant issuer with a primary listing on the LuSE has been authenticated in terms of 19.6 above, and approved by the LuSE (if necessary) in terms of 19.7 above, such applicant issuer must, as indicated in paragraph 3.81 of Section 3, ensure that the same information is made available to each other stock exchange on which its securities are listed, and, as far as possible, ensure that such information is released simultaneously on the respective markets. If, however, such information is published through SENS at any time when it cannot be released on another market/stock exchange, it must be published as soon as possible thereafter on the other relevant market(s)/stock exchange(s) in accordance with such market(s) disclosure requirements.

Relevant company information relating to an applicant issuer with a primary listing on the LuSE may not be released on any other market,
unless it is released in terms of 19.3 (a) above.

(b) Applicant issuers with a secondary listing on the LuSE should, as far as possible, ensure that the same relevant company information is published, through SENS, at the same time that it is released on any other market/stock exchange on which its securities are listed. If, however, such information cannot simultaneously be published through SENS, the company should ensure that such information is published through SENS
as soon as possible prior to the next opening of LuSE trading hours.

(c) Applicant issuers with dual listings, or their sponsoring broker, should liaise with SENS and the other exchanges with a view to achieving the above objectives.

Confirmation of publication through SENS
19.11 If confirmation of publication through SENS is required, this should be clearly stated, as required in 19.5(b)(v) above, in the cover page to the relevant company information that is submitted to SENS for publication.

Procedural requirements of SENS
19.12 Notwithstanding prior publication through SENS, relevant company information may be published in the press (in accordance with paragraph 3.46 and 3.47 of Section 3) as soon as possible after they have been authenticated in terms of 19.6 above, and approved by the LuSE (if necessary) in terms of 19.7 above.

Indemnity
19.13 (a) The LuSE will endeavour to ensure that relevant company information submitted to SENS is published in the form submitted to SENS. The
LuSE, however, makes no undertaking, representation or warranty, either in this regard or as to the accuracy or completeness of the information
published through SENS.

(b) The LuSE shall, in particular, save in the event of the LuSE’s own wilful default or gross negligence, not be liable either to the person submitting the relevant company information or to any other person for (or in respect of) any direct, indirect or consequential liability, loss, damage or cost of any kind or nature, howsoever arising and whether or not as a result of incorrect, inaccurate or defective information published through SENS, or the failure of any software or hardware, the destruction of data, system malfunction, interruption of communication links or eventuation of any form of force majeure.

(c) Each applicant issuer indemnifies the LuSE and holds the LuSE harmless against all and any loss (direct, indirect or consequential), liability, action, suit, proceeding, cost, demand and damage of all and every kind or nature, directly or indirectly arising from reliance on or receipt or use of the service or from the provision of the service (or its failure) as well as, but not limited to, the circumstances set out above, save when such loss, liability, action, suit, proceeding, cost, demand or damage is directly attributable to the LuSE’s own wilful default or gross negligence.

Copyright
19.14 Any person that submits relevant company information to SENS for publication is deemed to warrant to the LuSE that it is the owner of the copyright and other intellectual property rights in such information (“the rights”) or, if it is not the owner of such rights, that it has submitted such information with the owner’s consent. The owner shall, in submitting or causing such information to be submitted to SENS, be deemed to have licensed the LuSE to disseminate such information through SENS, and the LuSE shall, accordingly, not infringe any of the owner’s rights by so doing.

Address and contact numbers
19.15 Address: Securities Exchange News Service (SENS)
LUSAKA
Telephone No: ( )
Facsimile No: ( )
E-mail: ( )
Website: ( )

Appendix to Schedule 19
Requirements for the submission of announcements to SENS using e-mail and/or the LuSE web site.
The LuSE may require certain specifications regarding submission of comments to SENS using e-mail or website.

Schedule 20

Standard wording for cautionary announcements

The following three announcements comprise what is generally accepted to be the standard cautionary announcements acceptable to the LuSE. They should be drafted from the alternatives presented in this schedule to read sensibly and meaningfully given the circumstances that have given rise to their necessity. However, applicant issuers should be aware that these announcements contain the minimum disclosure requirements acceptable
to the LuSE and wherever possible should publish cautionary announcements containing more detailed information.

First cautionary announcement
20.1 “Cautionary announcement
Shareholders are advised that [the company has entered into negotiations, which if successfully concluded] [there has been an event/there are circumstances/there are new developments relating to the company, the full impact of which is/are currently being determined and which] may have a material effect on the price of the company’s securities. Accordingly, shareholders are advised to exercise caution when dealing in the company’s securities until a full announcement is made.”

Renewal of existing cautionary
20.2 “Further cautionary announcement
Further to the cautionary announcement(s) dated………………………………………., shareholders are advised that [negotiations are still in progress which, if successfully concluded,] [the full impact of the event/circumstances/new developments is/are still being determined, and that this event/these circumstances/these new developments] may have a material effect on the price of the company’s securities. Accordingly, shareholders are advised to continue exercising caution when dealing in the company’s securities until a full announcement is made.”

Withdrawal of cautionary
20.3 “Withdrawal of cautionary announcement:
Shareholders are referred to the cautionary announcement(s) dated……………………., and are advised that as [negotiations have been
terminated] [the contents referred to therein have ceased to have any relevance or effect on the company], caution is no longer required to be exercised by shareholders when dealing in their securities.”

Schedule 21

Directors declaration

This director’s declaration must be provided in letter format addressed to the LuSE in accordance with the LuSE’s Listings Requirements.

Personal details
1 Company: ………………………………………………………………………………………………………………….
2 Surname of Director: …………………………………………………………………………………………………..
3 Any former surname: …………………………………………………………………………………………………..
4 First name: …………………………………………………………………………………………………………………
5 Identity number: …………………………………………………………………………………………………………
6 Director designation and function: ……………………………………………………………………………….
7 Physical address: ………………………………………………………………………………………………………..
8 Postal address: ……………………………………………………………………………………………………………
9 Telephone number (business): ……………………………………………………………………………………..
10 Fax no.: ……………………………………………………………………………………………………………………
11 E-mail address: …………………………………………………………………………………………………………..

Qualifications and experience
12 Are you a director, or alternate director of any other company that is publicly listed or traded, or a partner in any partnership? If so, state the name of any such company or partnership, the nature of business where this is not indicated in the title, and the date you became a director or partner.

13 Provide details of your qualifications and relevant experience as required in terms of Section 7.B of the Listings Requirements.

Qualifications: …………………………………………………………………………………………………………….
Experience: ………………………………………………………………………………………………………………..

14 Have you ever been disqualified by a court from acting as a director of a company, or from acting in the management or conduct of the affairs of any company as described in section 7.B of the Listings Requirements? If so, give full particulars.

Integrity
15 Have you ever been convicted of an offence resulting from dishonesty, fraud or embezzlement? If yes, provide details.
………………………………………………………………………………………………………………………………

16 Has any company been put into liquidation or been placed under judicial management or had an administrator or other executor appointed during the period when you were (or within the preceding 12 months had been) one of its directors, or alternate directors?
………………………………………………………………………………………………………………………………

17 Have you ever been adjudged bankrupt or sequestrated in any jurisdiction?

………………………………………………………………………………………………………………………………
18 Have you at any time been a party to a scheme of arrangement or made any other form of compromise with your creditors?

………………………………………………………………………………………………………………………………
19 Have you ever been found guilty in disciplinary proceedings, by an employer or regulatory body, due to dishonest activities? If yes, provide details.
………………………………………………………………………………………………………………………………

20 Have you ever been barred from entry into any profession or occupation?
………………………………………………………………………………………………………………………………

21 Have you at any time or has a company of which you were a director or alternate director or officer at the time of the offence, been convicted in any jurisdiction of any criminal offence, or an offence under legislation relating to the Companies Act. All such convictions must be disclosed even though they may now be “spent convictions”

I …………………………………………………. director of
………………………………………………………………………………………………………………………………

knowledge and belief (having taken all reasonable care to ensure that such is the case) the answers to all the above questions are true, and I hereby give my authority to the LuSE to disclose any of the foregoing particulars as the LuSE may, in its absolute discretion think fit.

I also acknowledge that …………………………………………………………………………………………………………
of which I am a director has agreed to be bound by and to comply with the LuSE’s Listings Requirements, as amended from time to time, and, in my capacity as a director, I undertake and agree to discharge my duties in ensuring such compliance whilst I am a director.

I further acknowledge that certain requirements contained in the LuSE’s Listings Requirements, as amended from time to time, affect me directly as a director and, in my personal capacity, as well as in my capacity as a director, I undertake to be bound by and to comply with all such requirements whilst I am a director.

Signature
………………………………………………………………………………………………………………………………

Date
………………………………………………………………………………………………………………………………

Schedule 22

Application for the de-listing of shares arising out of a repurchase of shares

22.1 The following basic information should be given in the application for a delisting of shares arising from a repurchase of shares:

(a) description and number of shares for which a de-listing is applied;
(b) the date on which the repurchase was effected;
(c) the present authorised and issued share capital;
(d) the issued share capital after the de-listing of the securities that are the subject of the application;
(e) the date on which the shares were/will be cancelled;
(f) the percentage that the shares repurchased in (b) above represent (calculated on the number of shares in issue before any repurchases were
effected);
(g) the extent of the authority outstanding by number and percentage;
(h) reference to the type of authority (general or specific) under which the repurchase was done;
(i) reference to the general/annual general meeting at which the authority to repurchase the shares was given;
(j) confirmation that the company is not in breach of its working capital requirements;
(k) the total of any treasury shares held by a subsidiary, expressed by number and percentage of the total in issue;
(l) confirmation that the cancellation of these shares will not place the company in breach of the spread regulations of the LuSE;
(m) confirmation that the company is not in breach of section 89 of the Act;
(n) confirmation that the repurchase was not made during a closed period; and
(o) confirmation that the Rules of the Securities Regulation Panel have been
considered, and that the repurchase does not indirectly result in an affected transaction.

22.2 Where the repurchase has been made under the general authority to repurchase shares, the following information must be included in the application;

(a) a copy of the announcement, where the 3% announcement level has been reached;
(b) confirmation that the price paid for the repurchase was not greater than 10% of the weighted average market price for the securities for the five business days immediately preceding the date on which the transaction was effected;

22.3 The application must be signed by the company secretary, by a director of the company and by the sponsoring broker.

22.4 The application must be accompanied by a resolution of the board of directors of the applicant authorizing the application for the de-listing of the shares.

22.5 The application must be accompanied by a copy of the working capital letter issued by the sponsoring broker in terms of paragraph 2.12 of Section 2.

22.6 A copy of the notice of general/annual general meeting to grant the authority to repurchase shares must accompany the application.

Schedule 23

The use of electronic media for the delivery of investor information

Introduction
23.1 The LuSE is of the view that delivery of investor information through an electronic medium would generally satisfy the obligations and requirements under the applicable law. The law would normally require hard copy delivery.

Definitions
23.2 Unless expressly stated otherwise, the definitions in the Listings Requirements shall apply to this schedule, and in this schedule, unless otherwise stated or the context requires otherwise, an expression which denotes any gender includes other genders and the following terms will have the meanings set out below:

TermMeaning
alerta data message provided for in 23.8 (b) below;
data messageinformation generated, sent, received or stored by electronic, optical or similar means including, but not limited to, electronic mail;
electronic mediamedia such as facsimiles, CD-ROM, electronic mail, bulletin boards, internet web sites and computer networks (e.g. local area networks and commercial online services);
electronic circulara circular delivered by means of electronic delivery;
electronic allydelivery of a circular by or through an electronic medium;
hyperlinka link in a document linking such document either to a section of such document or to another document on the information system;
information systema system for generating, sending, receiving, storing or otherwise processing data messages and includes the Internet and the world wide web;
investor informationcirculars, abridged and full annual financial statements, quarterly and interim reports, listing particulars, dividend and interest notices and proxy forms;
onlinevia an information system;
online proxy votingproxy solicitation and voting via an information system;
paper-based counterpartthe paper-based circular issued to an applicant issuer’s members by traditional mail simultaneously with the circular delivered electronically;
service providera party other than the applicant issuer performing electronic delivery or facilitating online proxy voting on behalf of an applicant issuer; and
web siteany computer on an information system running a world wide web or similar protocol server process.

Electronic circulars and delivery
23.3 Electronic delivery of circulars by issuers is permitted subject to the following principles:
(a) the applicant issuer’s memorandum and articles of association must allow for electronic delivery;

(b) any member of an applicant issuer must consent to electronic delivery. Unless a member’s express consent is obtained, the LuSE will not regard electronic delivery to such member as valid for purposes of the Listings Requirements. Where members have expressly and individually consented to electronic delivery, the applicant issuer and its agents must maintain a database of those members;

(c) applicant issuers or their agents must provide proof to the LuSE, on demand, of such consent obtained;

(d) the consent must be informed consent and members should be apprised:
(i) that information provided would be available through a specific electronic medium or source (e.g. via a limited proprietary system,
or at a world wide web site);
(ii) of the potential that investors may incur costs (e.g. on-line time); and,
(iii) of the period during, and the documents for, which the consent will be effective;

(e) circulars may be distributed through more than one medium; and

(f) members consenting to electronic delivery must be allowed to withdraw such consent, unconditionally, at any time.

Service providers
23.4 For purposes of this schedule, any service provider shall be deemed to be the agent of the applicant issuer.

23.5 Electronic delivery can be performed either by the issuer or a Service Provider.

Form
23.6 The electronic circular must, save for the fact that it is in electronic form be identical in content and of the same general layout and appearance as its paperbased counterpart.

Electronic mail (e-mail)
23.7 When electronic circulars are delivered by electronic mail (e-mail):

(a) the circular may be attached contained in the text of the data message or attached as an attachment provided that the applicant issuer must provide all information (corporate or otherwise) required by applicable law, on the same document as the one in which the circular is contained. Accordingly, the contents of the circular must not be separated between the data message text and the attachment, if any;

(b) when provided as an attachment, the circular must be contained in a word processed document generally in use at the time. This includes the version (issue) of the word processor (Microsoft Word or Word Perfect);

(c) the LuSE will only allow an electronic circular attached as a web page (html) attachment if the member has consented to such form of electronic circular; and

(d) whenever the electronic circular requires specific software, other than word processor software, to be viewed, the issuer or its agent must either provide such software with the data message itself or insert a hyperlink, linking such data message to a website from which such software is constantly available for download without any additional cost to the member.

Circulars on website
23.8 Subject to the approval of the LuSE, issuers may post investor information on a website, in lieu of electronic delivery, under the following circumstances:

(a) members must consent to this form of delivery;

(b) applicant issuers are obliged to send a data message (“the alert”) to members containing the following statement:

”Important Notice: You are hereby informed that [Company Name] has issued an important notice on the Internet which you should read by accessing the following web address: [URL address]. If you are unable to access the notice, please call the following number without delay:

[Company contact detail].”;
(c) the alert must be sent commensurate with or as soon as possible after making the circular available for viewing on the website.

(d) Save for the provisions of 23.8 (b) above, the alert may not contain any other information.

Time of transmission
23.9 A data message, whether an electronic circular or an alert, must be sent commensurate with the sending of its paper-based counterpart.

Evidence of electronic delivery
23.10 Issuers should, where possible through the technology used, obtain evidence of actual delivery of electronic circulars. This may include records of e-mail return receipts or confirmation of accessing or downloading electronic circulars.

Online proxy voting
23.11 Issuers and their agents should make appropriate arrangements for the receipt of online proxy returns.

Schedule 24

Corporate action timetables

This schedule contains the principles and timetables applicable to all corporate actions.

Principles applicable to all corporate actions
24.1 The following principles apply to all corporate actions:

(a) all timetables are based on business days and not calendar days;

(b) settlement takes place three days after trade (T + 3);

(c) the record date (“RD”) is the date on which the register must be in a final form;

(d) the record date must be on a Friday unless the Friday is public holiday in which case it will be on the last business day of that week;

(e) the last day to trade (“LDT”) must be five trading days before record date.
To be recorded in the register on the record date, trade must take place five trading days before the record date;

(f) on declaration date (“DD”) an announcement must be published including the declaration data. The declaration date must be on or before the date of issue/posting of any circular and/or other documents and must be at least fifteen business days before the record date;

(g) an announcement including the finalisation information must be made on or before the finalisation date (“FD”) which must be at least ten days before the record date and at least five days before the last day to trade;

(h) declaration data and finalisation information can be announced on the same day as long as the announcement is published at least fifteen days before the record date;

(i) changes to the pertinent details of a corporate action between finalisation date and the last day to trade will result in the cancellation of the corporate action;

(j) the securities concerned will trade ex entitlement on the first business day after the last day to trade;

(k) any corporate action must be declared unconditional on or before the finalisation date;

(l) with respect to securities affected by a corporate action, no dematerialise or rematerialise orders will be processed in respect thereof from the business day following the last day to trade up to and including the record date but will recommence on the first business day after the record date. The certificated register will be closed for this period;

(m) suspension and termination of a listing as a result of a corporate action will always take place at the commencement of business; all ratios or basis for cash payments (which cash payments are measured in cents) must be reflected to five decimal places;

(n) all allocations of securities will be rounded up or down based on standard rounding convention (i.e. allocations will be rounded down to the nearest whole number if they are less than 0,5 and will be rounded up to the nearest whole number if they are equal to or greater than 0,5) resulting in allocations of whole securities and no fractional entitlements;

(o) all affected securities holders will have to anticipate their holdings on the record date by taking into account all unsettled trades concluded on or before the last day to trade which are due to be settled on or before record date. This will enable affected securities holders to provide their CSDP or broker with their election based on their anticipated holdings by the election deadline;

(p) elections not made by the election deadline will result in the default provisions set out in the relevant corporate action being applied by the CSDP in respect of those securities for which no election has been made;

(q) Information to be included in all documentation:

(i) wherever reference is made to holders of securities of a company the procedures for certificated and dematerialised holders of securities must be detailed;

(ii) the surrender of securities certificates will only apply to certificated securities holders and the surrender forms must state this;

(iii) in the case of dematerialised holders of securities the CSD or broker will automatically take care of the equivalent of the surrender of securities certificates;

(iv) election forms only apply to certificated holders of securities and the election forms must state this. The circular and/or documents
must also state that the dematerialised holders of securities election must be provided to their appointed CSD or broker in the manner and time stipulated in the custody agreement entered into between the holder of securities and the CSD or broker;

(v) the form of proxy included in the circular and/or documents must state that it is for completion by certificated holders and dematerialised holders who have “own name” registration of securities only. The documentation must state that dematerialised holders of securities who wish to attend the general/annual general meeting must inform their CSD or broker of their intention and the CSD or broker will issue them with the necessary documentary authorisation to attend and vote at such meeting. Alternately, should they not wish to attend the meeting in person, holders of securities may provide their CSD or broker with their voting instruction and such CSD or broker will complete all necessary documentation and action same in order for the holders of securities vote(s) to be taken account of at such meeting;

(vi) the salient dates section of the circular and/or documents must include all the dates in the declaration data and finalisation information. The definitions for these dates must be included in the “definitions” section of the circular and/or document; and

(vii) if new securities are to be issued, holders of securities must be given the option to receive the new securities in certificated or dematerialised form.

(r) the timetables in this schedule do not include election dates or deadlines due to such dates varying between brokers and CSDs and their clients in respect of the dematerialised environment in terms of the agreements between clients and their brokers or CSDs and yet another date in respect of the certificated environment. However, issuers must take account of such dates of election for each corporate action and must clearly indicate in documents and announcements the dates, taking account of the varying dates of election applicable to investors in the dematerialised environment as well as the date of election for certificated securities holders.

Timetables applicable to all corporate actions
24.2 The following timetables, read with 24.1 above, apply to all corporate actions:

(a) Payments to shareholders of cash, scrip or other assets

Definition: Payments to holders of securities.

(b) Preference share redemption
Definition: Issuer redeems all or part of the outstanding debentures/preference shares.

(c) Capitalisation issue
Definition: An issue of fully paid securities capitalised from a company’s share premium, capital redemption reserve fund or reserves (or
combination thereof) to existing holders of securities in proportion to their holdings at a specific date.

Section 1

Authority of the LuSE

Scope of section
This section sets out the authority of the LuSE regarding its powers to list, suspend and terminate listings, and its powers to enforce the Listings Requirements.

The main headings of this section are:

1.1 General powers of the LuSE
1.6 Suspension of securities
1.11 Termination of securities
1.19 Annual revision of the List
1.20 Censure and penalties
1.24 Power to require information
1.26 Publication

General powers of the LuSE

1.1 Subject to the provisions of the Act, the LuSE has the power:
(a) subject to the Listings Requirements, to grant, review, suspend or terminate a listing of securities;

(b) to prescribe from time to time the Listings Requirements with which a new applicant must comply before securities issued by such new applicant is granted a listing;

(c) to prescribe from time to time the Listings Requirements with which applicant issuers must comply;

(d) to prescribe from time to time the Listings Requirements with which an applicant issuer’s directors must comply while securities issued by such applicant issuer remain listed;

(e) to suspend, alter or rescind a Listings Requirement prescribed before or after a listing has been granted and to prescribe additional Listings Requirements from time to time either by way of amendment to these Listings Requirements or by way of the issue of practice notes; and

(f) to prescribe the circumstances under which a listing of securities shall or may be suspended or terminated.

1.2 Listings are granted subject to compliance with the Listings Requirements and new applicants and their directors must comply with the Listings Requirements.

In addition, the LuSE may grant a listing subject to any additional condition(s) that it considers appropriate, in which event the new applicant will be informed of, and will be required to comply with, any such condition(s).

1.3 Nothing contained in this section shall limit the powers of the LuSE or its officers to those contained herein, and the LuSE or its officers may at any time exercise any further powers granted to the LuSE or its officers in terms of the Act. Where the LuSE exercises discretion in terms of these Listings Requirements, it shall use its sole discretion and, subject to the provisions of paragraphs 1.4 , judicial review and the appeal provisions in the Act, its rulings shall be final.

1.4 If an applicant issuer or director in respect of whom a decision (other than a decision in respect of which a specific appeal or review procedure is prescribed in these Listings Requirements, the Rules of the LuSE and the Act, or any replacement legislation) is taken under these Listings Requirements objects to such decision, such person must notify the LuSE in writing within 48 hours of the decision giving reasons for such objection. In such event the LuSE shall consider the objection and shall be entitled, in its sole discretion, to consult with not less than two independent members of the Listing Committee. After taking into account the views of those independent members, the LuSE shall be entitled to reconsider and change, amend or vary its decision. A decision of the LuSE made after following this procedure will be final.

1.5 Subject to the provisions of the Act, if the LuSE decides, at its instance, to terminate a listing, and the issuer concerned objects to this decision, then the issuer may appeal to the Commission in writing within 48 hours of the decision giving reasons for such objection.

Suspension of securities Suspension initiated by the LuSE
1.6 The LuSE may, subject to the Act or any other written law, and if either of the following applies:

(a) if it will further one or more of the objects contained in the Act, which may also include, if it is in the public interest to do so; or

(b) if the applicant issuer has failed to comply with the Listings Requirements and it is in the public interest to do so suspend the listing of securities of an applicant issuer and impose such conditions as it may in the circumstances deem appropriate for the lifting of such suspension.

1.7 When the listing of securities of an issuer is under threat of suspension, the affected issuer shall be given the opportunity of making written representations to the LuSE in support of the continued listing of such securities prior to the LuSE making any decision to suspend such listing.

1.8 If a listing is suspended and the affected issuer fails to take adequate action to enable the LuSE to reinstate the listing within a reasonable period of time, the LuSE may terminate the listing in accordance with the procedure set out below.

Suspension at the request of the issuer
1.9 The LuSE may suspend a listing of securities in the following circumstances:

(a) where an issuer is placed under receivership or a petition for winding up of the Issuer has been presented or a resolution to windup the issuer has been passed; or

(b) where a written request is made by a/the director(s) of an issuer and it is apparent that there are two levels of information in the market and the LuSE considers that this situation cannot be remedied by the immediate publication of an announcement to clarify the situation.

Continuing obligations of issuers in relation to suspensions
1.10 If an issuer’s securities are suspended, it must, unless the LuSE decides otherwise:

(a) continue to comply with all the Listings Requirements applicable to it;

(b) submit to the LuSE a monthly progress report pertaining to the current state of affairs of the issuer and any action proposed to be
taken by the issuer in order to have the listing reinstated; and

(c) advise the holders of securities on a quarterly basis concerning the current state of affairs of the issuer and any action proposed by the
issuer in order to have the listing reinstated, including the date on which the suspension is expected to be lifted.

Termination of securities

Termination initiated by the LuSE
1.11 The LuSE may, subject to the Act, and if one of the following applies:

(a) if it is of the opinion that it is in the public interest to do so; or

(b) if the issuer has failed to comply with the Listings Requirements and it is in the public interest to do so remove from the List any securities previously included therein; provided that the listing of such securities shall first have been suspended in accordance with the above provisions.

1.12 When a listing of securities is under threat of termination, the affected issuer shall be given the opportunity of making representations, in writing, to the LuSE in support of the continued listing of such securities, prior to the LuSE making any decision to terminate such listing.

Termination at the request of the issuer
1.13 An issuer may make written application to the LuSE for a deletion of any of its securities from the List, stating from which time and date it wishes the deletion to be effective. The LuSE may grant the request for termination, provided paragraphs 1.14 and 1.15 are properly complied with and perfected.

1.14 Prior to being able to effect paragraph 1.13 an issuer must send a circular to the holders of its securities complying not only with the requirements of paragraph 11.1 (contents of all circulars) but also with the following:

(a) where the issuer is a listed company, approval must be obtained from shareholders in general meeting for the termination of the listing prior
to the issuer making written application for such removal;

(b) the reasons for termination must be clearly stated;

(c) an offer (which must be fair in terms of paragraph 1.14(d)) must be made to all holders of listed securities with terms and conditions
provided in full; and

(d) a statement must be included by the board of directors confirming that the offer is fair insofar as the shareholders (excluding any related
party/ies ) of the issuer are concerned and that the board of directors have been so advised by an independent expert acceptable to the LuSE. The board of directors must obtain a fairness opinion (which must be included in the circular) prepared in accordance with Schedule 5 before making this statement.

1.15 Where approval is required in terms of paragraph 1.14 (a), more than 50% of the votes of all shareholders present or represented by proxy at the general meeting, excluding any controlling shareholder, its associates and any party acting in concert, and any other party which the LuSE deems appropriate, must be cast in favour of such resolution unless the LuSE otherwise decides.

1.16 Shareholder approval for the termination of the listing need not be sought, and a circular need not be sent to the holders of securities where the listing of such securities is intended to be terminated:

(a) following a take-over offer, and notice has been given by the offeror of its intention to cancel the listing of the securities (in these
circumstances) in the initial offer document or any subsequent circular sent to holders of securities; or

(b) upon or following the completion of any transaction in connection with which a circular has been sent to holders of securities containing notice of the intention to terminate the listing of the securities on or after the completion of the transaction, and in which shareholders are provided with the opportunity to vote on the termination in accordance with paragraph 1.15.

Redemption either wholly or in part and removal from the List of redeemable preference shares
1.17 Written application for the removal of redeemable preference shares or the corresponding portion thereof from the List as and from the appropriate date must be made to the LuSE at least 30 days before the date of redemption and in accordance with the relevant timetable in Schedule 24.

1.18 The application must be accompanied by a copy of the proposed announcement and/or circular to be published and/or sent to the redeemable preference shareholders notifying them of the redemption.

Annual revision of the List
1.19 All listings shall be revised by the LuSE annually after receipt by the LuSE of a certificate from each applicant issuer complying with Schedule 18 (“the certificate”), by not later than 31 January in each year (“the due date”). If the certificate is not received by the LuSE on or before the due date:

(a) on the day following the due date, a letter of reminder will be sent by registered post or facsimile to the applicant issuer requesting that it rectifies the situation and advising that it has been granted a period of 14 days, from the date of such reminder, in which to provide the LuSE with the certificate, failing which the applicant issuer must make written representations to the LuSE within 7 days thereafter as to why the securities should not be suspended and subsequently terminated (in terms of paragraph 1.11);

(b) failing compliance within 14 days of despatch of the reminder to the issuer, the LuSE will publish an announcement informing holders of securities that the issuer has not provided the LuSE with the certificate, and cautioning holders that the listing of the securities concerned are under threat of suspension and possible termination;

(c) on the date of publication of the announcement, the listing of the relevant securities will be annotated on the LuSE trading system with an “R” to indicate that it has failed to provide the LuSE with the certificate timeously;

(d) the issuer will be invoiced the cost of publication of the press announcement, which invoice will be payable on presentation; and

(e) if the certificate is not submitted and the representations received in terms of paragraph 1.19(a) are not satisfactory, the listing of the relevant securities will be suspended and the lifting of the suspension will only be effected upon receipt of the certificate by the LuSE.

Censure and penalties
1.20 Where the LuSE finds that an applicant issuer or any of an applicant issuer’s director(s) has contravened or failed to adhere to the provisions of the Listings Requirements, the LuSE may, in accordance with the provisions of the Act and without derogating from its powers of suspension and/or termination:

(a) censure the applicant issuer and/or applicant issuer’s directors, individually or jointly, by means of private censure; or

(b) censure the applicant issuer and/or the applicant issuer’s directors, individually or jointly, by means of public censure;

(c) in the instance of either 1.20(a) or (b), impose a fine on the applicant issuer and/or the applicant issuer’s directors, individually or jointly;

(d) disqualify recognition of an applicant issuer’s director from holding the office of a director of a listed company for any period of time; and/or

(e) order the payment of compensation to any person prejudiced by the contravention or failure.

1.21 In the event that an applicant issuer or any of an applicant issuer’s director(s) contravenes or fails to adhere to the provisions of the Listings Requirements, the LuSE may elect in its discretion, that

(a) full particulars regarding the imposition of a fine may be published in the national newspapers or through SENS; and/or

(b) an investigation or hearing be convened and the applicant issuer or any of the applicant issuer’s director(s) pay the costs incurred in
relation to such investigation or hearing.

1.22 Unless the LuSE considers that the maintenance of the smooth operation of the market or the protection of investors otherwise requires, the LuSE will give advance notice to the parties involved of any action that it proposes to take under paragraphs 1.20 and 1.21, and will provide them with an opportunity to make written representations to the LuSE.

1.23 The whole or any part of the fines issued in terms of paragraph 1.20 will be appropriated as follows:

(a) the settlement of any costs incurred by the LuSE in enforcing the provisions of the Listings Requirements; and/or

(b) the allocation to a fund administered by the LuSE to further one or more of the objects contained in the Act. Power to require information

1.24 The LuSE may, in accordance with the Act, require an applicant issuer to disclose to it, within a period specified by it, such information at the applicant issuer’s disposal as the LuSE may determine, save to the extent that the issuer has obtained a court order excusing it from such disclosure. The LuSE may request that a copy of such order be delivered to it. If the LuSE is satisfied, after such applicant issuer has had an opportunity of making representations to it, that the disclosure of that information to the registered holders of the securities in question will be in the public interest, it may by notice in writing require such applicant issuer to publicly disclose that information within the period specified in the notice.

1.25 The LuSE may require an applicant issuer to provide for the publication or dissemination of any further information not specified in the Listings Requirements in such form and within such time limits, as it considers appropriate. The applicant issuer must comply with such requirement and, if it fails to do so, the LuSE may publish the information after having heard representations from the applicant issuer or after having granted the applicant issuer the opportunity to make such representations.

Publication
1.26 Without derogating from any other powers of publication referred to in these Listings Requirements, the LuSE may, in its absolute discretion and in such manner as it may deem fit, state or announce that it has

(a) investigated dealings in a listed security;

(b) censured an applicant issuer;

(c) censured an applicant issuer’s director(s);

(d) suspended the listing of any security;

(e) terminated the listing of any security;

(f) imposed a fine on an applicant issuer;

(g) imposed a fine on an applicant issuer’s director(s); and/or

(h) advised that in its opinion the retention of office as a director of any applicant issuer’s director(s), who shall be named, is prejudicial to the interests of investors.

1.27 In a statement or announcement referred to in paragraph 1.26, the LuSE may give the reasons for such investigation, censure, suspension, termination or fine as the case may be and, in the case of an investigation, so much of the LuSE’s conclusions or findings as it may, in its absolute discretion, deem necessary.

1.28 No applicant issuer or its directors, officers or holders of securities, including nominees, shall have any cause of action against the LuSE, or against any person employed by the LUSE, for damages arising out of any statement or announcement made in terms of paragraph 1.26, unless such publication was made either grossly negligently or with willful intent.

Section 2

Sponsoring Brokers

Scope of section
This section sets out the requirements relating to sponsoring brokers.

Sponsoring Brokers will be companies licensed by the Commission as dealers and admitted by the LuSE as members in terms of the LuSE Rules. Such sponsoring brokers must undertake to the LuSE that they accept certain responsibilities. These responsibilities are detailed in Section 2 and Schedule 16 of the Listings Requirements.

The responsibilities of a sponsoring broker appointed by an applicant issuer are twofold, namely:

(a) to assist applicant issuers with applications for listing which require the production of listing particulars and/or other relevant documentation; and

(b) to provide advice on a continuing basis regarding the application of the Listings Requirements, including the application of the spirit of the Listings Requirements and upholding the integrity of the LuSE, and in particular, the continuing obligations set out in Section 3.

Only sponsoring brokers recorded on the LuSE’s Register of Sponsoring Brokers may act as sponsoring brokers.

The main headings of this section are:
2.1 Qualifications
2.2 Appointment
2.7 Responsibilities of a sponsoring broker
2.13 Direct access
2.17 Disciplinary action

Qualifications
2.1 In order for a person to become a sponsoring broker and to perform its responsibilities in accordance with the Listings Requirements, it must:

(a) be a holder of a dealer’s licence issued under the Act

(b) be a member of the LuSE in accordance with LuSE Rules

(c) have paid the necessary fees as may be payable to the LuSE pursuant to LuSE membership.

The authority to act as a sponsoring broker will be reviewed on an annual basis in accordance with the provisions of Schedule 16.

Appointment
2.2 An applicant issuer is required to have an appointed sponsoring broker at all times.

2.3 A joint sponsoring broker is required to be appointed:

(a) where the sponsoring broker is also the applicant issuer;

(b) where the sponsoring broker is a subsidiary or associate of the applicant issuer;

(c) where the LuSE, in respect of any transaction, deems it necessary to appoint a joint sponsoring broker; or.

(d) where the sponsoring broker is not independent in terms of Schedule 16.

2.4 Where a joint sponsoring broker is required to be appointed in terms of paragraph 2.3, such appointed joint sponsoring broker shall be the lead sponsoring broker of the applicant issuer. Where an applicant issuer has appointed more than one sponsoring broker, the applicant issuer must appoint one of the sponsoring brokers as the lead sponsoring broker. The lead sponsoring broker must be identified as such in all communication with holders of securities and to the public.

2.5 Where a sponsoring broker other than an applicant issuer’s appointed sponsoring broker initiates a specific transaction for the applicant issuer, such sponsoring broker may be appointed as joint sponsoring broker for that transaction. In such a case, one of the joint sponsoring brokers must be appointed as lead sponsoring broker.

2.6 An applicant issuer must advise the LuSE in writing (providing a copy to the sponsoring broker) of the appointment, resignation or dismissal of any sponsoring broker. Where a sponsoring broker is dismissed or resigns, the applicant issuer and the sponsoring broker must immediately inform the LuSE separately in writing of the reason for the dismissal or resignation. In such a situation, the applicant issuer has 30 days to appoint a new sponsoring broker from the date of dismissal or resignation of the sponsoring broker, unless the LuSE decides otherwise. Failure to comply with this requirement may result in disciplinary action being taken in terms of the Listings Requirements.

Responsibilities of a sponsoring broker

Nature of responsibilities
2.7 The responsibilities of a sponsoring broker are contained in Schedule 16 and in paragraphs 2.8 to 2.12. Failure to carry out these responsibilities may result in the LuSE taking one or more of the steps referred to in paragraph 2.17.

2.8 A sponsoring broker, or in the case of more than one sponsoring broker, the lead sponsoring broker (as contemplated in paragraph 2.4) must:

(a) at the date of first submission of any documentation, submit a confirmation in the form set out in Schedule 17 to the LuSE;

(b) provide to the LuSE any information or explanation known to it in such form and within such time limit as the LuSE may reasonably require for the purpose of verifying whether the Listings Requirements are being and have been complied with by it or by an applicant issuer;

(c) submit all documentation required in terms of paragraph 16.2 to the LuSE, ensuring that such announcements and documents (excluding
all periodic financial announcements and the annual financial statements), in both principle and content, are in compliance with the Listings Requirements. The sponsoring broker must obtain confirmation, preferably in writing, from applicant issuers in respect of periodic financial announcements and annual financial statements that such announcements and documents have been prepared in compliance with the Listings Requirements. All first submissions, together with the required checklist as contained in the Appendix to Section 16, must be signed by at least one of the approved executives of the sponsoring broker;

(d) ensure that the applicant issuer is guided and advised as to the application of the Listings Requirements, including the application of
the spirit of the Listings Requirements and upholding the integrity of the LuSE;

(e) manage the submission of all documentation to the LuSE and ensure its completeness and correctness before submission;

(f) satisfy itself as to the credentials of the reporting accountants, auditors, competent persons, valuers, providers of fairness opinions,
and any other party deemed necessary by the LuSE;

(g) carry out any activities so requested by the LuSE;

(h) discharge its responsibilities with due care and skill; and

(i) prior to the submission of any documentation that requires approval by the LuSE, satisfy itself, to the best of its knowledge and belief,
having made due and careful enquiry of the applicant issuer and its advisers:

(i) about the matters described in paragraphs 2.9 to 2.12; and

(ii) that there are no material matters, other than those disclosed in writing to the LuSE, that should be taken into account by the LuSE in considering the submission.

Directors
2.9 The sponsoring broker must be satisfied that the directors of new applicants and newly appointed directors of issuers:

(a) have completed and submitted the directors’ declaration as set out in Schedule 21;

(b) have had explained to them by the sponsoring broker the nature of their responsibilities and obligations arising from the Listings Requirements; and

(c) in particular, understand what is required of them to enable holders of securities and the public to be able to appraise the position of an applicant issuer on an ongoing basis and to avoid the creation of a false market in the applicant issuer’s securities once they are listed.

Financial reporting procedures
2.10 Before the application for a new listing is made, or in the event of a sponsoring broker accepting appointment to act as such to an issuer, the sponsoring broker must report to the LuSE in writing that it has obtained written confirmation from the applicant issuer that the directors have established suitable information communication procedures providing for a flow of information that provides a reasonable basis for the directors to make proper judgements as to the financial position and prospects of the issuer and its group.

Profit forecast
2.11 Where a profit forecast or estimate is required and produced in accordance with paragraphs 8.35 to 8.44, the sponsoring broker must report in writing to the LuSE that it has made due and careful enquiry of the issuer’s board of directors that the profit forecast or estimate has been properly prepared.

Working capital statement
2.12 Where an issuer prepares listing particulars, or any circular or communication to holders of securities that require a working capital statement, the sponsoring broker must report to the LuSE in writing that it has discharged all of its responsibilities in terms of Schedule 25.

Direct access
2.13 A sponsoring broker must be present at all formal discussions held between the LuSE and an applicant issuer.

2.14 Notwithstanding the provisions of this section, the LuSE may, in appropriate circumstances, communicate directly with the applicant issuer or with an adviser of the applicant issuer, in addition to its sponsoring broker, to discuss matters of principle and/or the interpretation of the Listings Requirements.

2.15 Where discussions take place without the sponsoring broker being involved, the applicant issuer or adviser concerned must ensure that the sponsoring broker is informed (preferably in writing) of the matters discussed as soon as practicable.

2.16 Any information to be released through SENS will not be released until consent has been received from the sponsoring broker.

Disciplinary action
2.17 If the LuSE determines, after taking account of written representations, that a sponsoring broker has breached any of its responsibilities under the Listings Requirements the LuSE is entitled to take any one or more of the following actions:

(a) censure the sponsoring broker;

(b) remove the sponsoring broker from the Register of Sponsoring Brokers maintained by the LuSE;

(c) impose a penalty

(d) publish details of the action it has taken and the reasons for that action.

2.18 Where the LuSE has decided to take any action described in paragraph 2.17(b), the sponsoring broker shall be entitled to request that the decision be taken on appeal to the commission.

Section 3

Continuing Obligations

Scope of section
This section sets out certain of the continuing obligations that an issuer is required to observe once any of its securities have been admitted to listing. Additional continuing obligations are set out in the following sections:

Section 8 Financial Information
Section 9 Transactions
Section 10 Transactions with Related Parties
Section 11 Circulars and Announcements
Section 16 Documents to be submitted to the LuSE
Section 18 Dual Listings and Listings by Overseas Companies

Additional and/or alternative continuing obligations applicable to special classes of issuer are set out in Section 12 (Mineral Companies), Section 13 (Property Companies), Section 14 (Pyramid Companies), Section 15 (Investment Entities) and Section 19 (Specialist Securities), respectively. Observance of continuing obligations is essential for the maintenance of an orderly market in securities and to ensure that all users of the market have simultaneous access to the same information. Failure by an issuer to comply with any applicable continuing obligation may result in the LuSE taking any or all of the steps described in Section 1.

The main headings of this section are:

3.1 Compliance with the Listings Requirements
3.4 General obligation of disclosure
3.11 Disclosure of periodic financial information
3.26 Cash companies (“cash companies” or “cash shells”)
3.27 Rights between holders of securities
3.34 Profit warranties
3.35 Issues by subsidiaries other than on listing
3.37 Shareholder spread
3.44 Communication with holders of securities
3.59 Directors
3.75 Auditors
3.80 Miscellaneous obligations

Compliance with the Listings Requirements
3.1 Every issuer whose securities are listed shall comply with the Listings Requirements.

3.2(a) Where there is an overlap of application between the ListingsRequirements and any other requirements or dispensations that may be required by or granted in terms of any law, or by any statutory body or organ such as the Commission or the Registrar of Companies, an issuer must, notwithstanding such other requirements or dispensations, nonetheless comply with the Listings Requirements.

(b) The provisions of paragraph 4.28(d) must be complied with on an ongoing basis.

3.3 An issuer is required to have an appointed sponsoring broker at all times and all necessary correspondence between an issuer and the LuSE must be communicated through the sponsoring broker of the issuer.

General obligation of disclosure
3.4 (a) The following provisions apply in respect of material price sensitive information:

With the exception of trading statements, an issuer must, without delay, unless the information is kept confidential for a limited period of time in terms of paragraph 3.6, release an announcement providing details of any development(s) in such issuer’s sphere of activity that is/are not public knowledge and which may, by virtue of its/their effect(s), lead to material movements of the reference price of such issuer’s listed securities.

Save where otherwise expressly provided, the requirements of this paragraph are in addition to any specific requirements regarding obligations of disclosure contained in the Listings Requirements.

(b) Trading statements
All issuers, other than those who publish quarterly results, must comply with the detailed requirements of paragraph 3.4(b)(i) to (vi).

Issuers with a policy of publishing quarterly results must comply with the general principles contained in paragraph 3.4(b)(vii), but may also elect to comply with paragraph 3.4(b)(i) to (vi) on a voluntary basis.

(i) Issuers must publish a trading statement as soon as they are satisfied that a reasonable degree of certainty exists (refer to 3.4(b)(ii)) that the financial results (refer to 3.4(b)(v)) for the period to be reported upon next will differ by at least 20% from the most recent of the following (collectively referred to as the “base information”):

(1) the financial results for the previous corresponding period; or

(2) a profit forecast (in terms of paragraphs 8.35 to 8.44) previously provided to the market in relation to such period.

Issuers may publish a trading statement if the differences referred to in 3.4(b)(i) are less than 20% but which are viewed by the issuer as being important enough to be made the subject of a trading statement.

(ii) The determination of a reasonable degree of certainty in terms of 3.4(b)(i) is a judgmental decision which has to be taken by the issuer and its directors and is one in which the LuSE does not involve itself. This determination may differ from issuer to issuer depending on the nature of business and the factors to which they are exposed.

(iii) Trading statements must provide specific guidance by the inclusion of a specific number or percentage to describe the differences. Issuers will also be permitted to use ranges (i.e. XYZ is expecting an increase of between 15% and 25%) to describe the differences. Where an issuer elects to use a range, the range may not exceed 20% (e.g. 20% to 40%, 25% to 45% etc). If, after publication of a trading statement but before publication of the relevant periodic financial results, an issuer becomes reasonably certain that their previously published number, percentage or range in the trading statement is no longer correct, then the issuer must publish another trading statement providing the revised number, percentage or range in accordance with paragraph 3.4(b).

(iv) In light of the existing Listings Requirements’ definitions of “significant”, “material” and “substantial”, these words may not be used in trading statements because to do so would imply a range differing from that permitted in terms of 3.4(b)(i) (i.e. more than 20%).

(v) Financial results in terms of 3.4(b)(i) are relevant criteria that are of a price sensitive nature which, in the first instance, comprise headline earnings per share (“heps”) and earnings per share (“eps”), and, in the second instance, and only if more relevant (because of the nature of the issuer’s business) net asset value per share (“navps”). If an issuer wishes to adopt navps, it must announce on SENS, in advance of the first period ending which uses such navps, that it will be adopting navps for trading statement purposes. Thereafter, such policy adoption must be confirmed annually in the annual financial statements.

(vi) In the event of an issuer publishing a trading statement, such issuer must either:

(1) produce and submit to the LuSE a profit forecast or estimate, and accountants report thereon in compliance with paragraphs 8.35 to 8.44 and 8.48 (c); or

(2) include a statement (which is not deemed to be a cautionary statement and which does not give rise to the commencement of a closed period) in the trading statement advising securities holders that the forecast financial information has not been reviewed and reported on by the issuer’s auditors either in accordance

3.4(b)(vi)(1)(aa) or 3.4(b)(1)(vi)(bb).
(vii) Issuers who have a policy of publishing quarterly results will be exempt from the provisions of 3.4 (b)(i)-(vi) but must instead include a general commentary in each quarterly results announcement to ensure that shareholders are guided on the expected performance of the issuer for the next quarter (which may be as detailed or broad as the issuer chooses). Such guidance is exempt from compliance with paragraphs 8.35 to 8.44 of the Listings Requirements. (viii) Property entities can elect to adopt distribution per listed security as their relevant measure of financial results in terms of 3.4(b)(v) provided that they

(1) follow the procedures set out in 3.4(b)(v) for adopting a different relevant measure for financial results; and

(2) issue a trading statement if the financial results for the period to be reported on will differ by at least 15% from the base information, as opposed to the 20% referred to in 3.4(b)(i).

Confidentiality
3.5 Information that is required to be announced in terms of paragraph 3.4 or any other Listings Requirement, including price sensitive information, may not, subject to paragraphs 3.6 to 3.8, be released (even subject to a time embargo) to any third party (which for the purposes of clarity, includes, inter alia, an analyst, the media (including the Internet) or a printer (unless there is a confidentiality agreement in place with such printer)):

(a) during LuSE trading hours (as defined in Schedule 19), until such time as such information has been published in accordance with paragraph 8 of Schedule 19; or

(b) outside of LuSE trading hours until such time as such information has been authenticated and, if necessary, approved (in accordance with paragraphs 6 and 7 of Schedule 19), and arrangements have been made for such information to be published before the next business day’s opening of LuSE trading hours.

3.6 An issuer may provide price sensitive information in the strictest confidence to its sponsoring brokers, advisers and/or any person(s) with whom it is negotiating with a view to effecting a transaction or raising finance; which persons may include prospective underwriters of an issue of securities, providers of funds or loans or potential placees of the balance of a rights issue not taken up by shareholders. In such cases, the issuer must advise, in writing, the recipients of such information that it is confidential and constitutes inside information as defined in the Act.

3.7 Price sensitive information required by and provided in confidence to, any government department, the Bank of Zambia or any other statutory or regulatory body or authority need not be published, unless there is a breach of confidentiality and the market is made aware of such information, in which event the issuer must immediately announce details of such information.

3.8 When an issuer intends to release price sensitive information at any meeting of holders of listed securities, arrangements must be made for the publication of such information to ensure that the announcement of such information at the meeting is made simultaneously with the publication through SENS in accordance with Schedule 19. If any price sensitive information is disclosed in an unplanned manner during the course of a meeting of holders of listed securities, immediate steps must be taken for an appropriate announcement to be made containing such price sensitive information.

Cautionary announcements
3.9 Immediately after an issuer acquires knowledge of any material price sensitive information and the necessary degree of confidentiality of such information cannot be maintained or if the issuer suspects that confidentiality has or may have been breached, an issuer must publish a cautionary announcement (complying with paragraph 11.40). An issuer that has published a cautionary announcement must provide updates thereon in the required manner and within the time limits prescribed in paragraph 11.41.

Exception
3.10 If the directors of an issuer consider that disclosure to the public of information in accordance with paragraph 3.4 will or probably will prejudice the issuer’s legitimate interests the LuSE, may grant a dispensation from the requirement to make such information public.

Disclosure of periodic financial information

Dividends and interest
3.11 The declaration of dividends, interest and other similar payments (“distribution payments”) by an applicant issuer should immediately be announced.

3.12 If an applicant issuer decides not to declare distribution payments, and such decision is deemed to be price sensitive, the decision must be announced immediately after it is taken.

3.13 An issuer declaring a final dividend prior to the publication of its annual financial statements or provisional report must ensure that the dividend notice announced and given to shareholders contains a statement of the calculated or estimated consolidated profits before taxation of the issuer’s group for the year, including particulars of any amounts not comprising current year income appropriated to provide wholly or partly for such dividend.

3.14 The announcement required in terms of paragraph 3.11 must be in accordance with Schedule 24.

Interim and quarterly reports
3.15 Interim reports shall be published and distributed to shareholders after the expiration of the first six month period of a financial year, by no later than three months after that date. Where the financial period covers more than 12 months, interim reports shall be distributed in respect of the first six month periods (as well as complying with the Act). In the case of issuers that report to shareholders on a quarterly basis, the quarterly reports shall be published in accordance with the Appendix to Section 11 as soon as possible after the expiration of each quarter (such issuers must still comply with the provision of this paragraph in respect of interim reports). Interim reports must comply with IFRS

Provisional reports
3.16 If an issuer has not distributed annual financial statements to all shareholders within three months of its financial year end, it must publish and distribute to all holders of securities provisional annual financial statements (“provisional reports”) within the three months as specified, even if the financial information is unaudited at that time. The provisional reports are to be prepared in accordance with paragraphs 3.15 and 8.57 to 8.61. Where the provisional report has been audited the announcement must state that the signed audit report is available for inspection at the issuer’s registered office. Although the audit report of the auditors need not be included in the provisional report, if such report is modified, details of the nature of such modification shall also be stated therein.

Procedure for non-compliance
3.17 Where an issuer fails to comply with paragraphs 3.15 and/or 3.16:
(a) on the day following the due date of issue of the listed company’s interim/provisional report, a letter of reminder will be sent by registered post or facsimile to the listed company requesting that it rectify the situation and advising that it has been granted a period of one month, from the date of such reminder, in which to issue its interim/provisional report, failing which the issuer’s listing will be suspended and a meeting of the LuSE will be convened to consider the continued suspension or termination of the issuer’s listing;

(b) failing compliance within 14 days of dispatch of the reminder to the listed company, the LuSE will release an announcement through SENS informing holders of securities that the issuer has not issued its interim/provisional report and cautioning shareholders that the issuer’s listing of securities is under threat of suspension and possible termination;

(c) on the date of the announcement, the issuer’s listing will be annotated on the LuSE trading system with a “RE” to indicate that it has failed to submit its interim/provisional report timeously;

(d) where the listing is suspended, the lifting of the suspension will only be effected upon receipt by the LuSE of the issuer’s interim/provisional report, and the LuSE is satisfied that the interim/provisional report complies with IFRS.

Requirement for review by auditors
3.18 The following provisions apply in respect of unaudited interim reports, unaudited quarterly reports and unaudited provisional reports:

(a) subject to 3.18(b), unaudited interim reports are not required to be reviewed by an issuer’s auditors;

(b) unaudited interim reports shall be reviewed by an issuer’s auditors if the issuer’s auditors disclaimed, qualified or gave an adverse opinion in the issuer’s last annual financial statements, unless the LuSE otherwise decides;

(c) unaudited provisional reports shall be reviewed by an issuer’s auditors;

(d) unaudited quarterly reports are not required to be reviewed by an issuer’s auditors, unless otherwise requested by the LuSE;

(e) if an interim or provisional report has been reviewed by auditors, this fact and the name of the auditors shall be stated in the published interim or provisional report. Although the report of the auditors need not be included in the published interim or provisional report, if such report is modified, details of the nature of such modification shall also be stated therein. If the report of the auditors is not included in the published interim or provisional report, it shall state that the report of the auditors is available for inspection at the issuer’s registered office;

(g) if during the course of a review of a provisional report, the auditors become aware of any unresolved matter that could result in an emphasis of matter or a qualified, adverse or disclaimer of opinion in the annual financial statements for the period under review, that fact and the nature thereof shall be stated; and

(h) where the financial period covers more than 12 months and interim reports are distributed in accordance with paragraph 3.15, a review opinion must be obtained for the second six month period.

Annual financial statements
3.19 Every issuer shall, within three months after the end of each financial year and at least twenty-one clear days before the date of the annual general meeting,
distribute to all holders of securities and submit to the LuSE in accordance with paragraph 16.21:

(a) a notice of the annual general meeting; and

(b) the annual financial statements for the relevant financial year, which financial statements will have been reported on by the issuer’s auditors.

3.20 Where annual financial statements have not been distributed to holders of securities within three months of its financial year end, the issuer must distribute and publish a provisional report as detailed in paragraph 3.16.

3.21 An issuer’s annual financial statements must be sent to the issuer’s holders of securities and 20 copies sent to the LuSE once they are issued. At the same time an abridged version of such annual financial statements (“abridged report”), complying with paragraphs 8.57 to 8.61, must be published. Although the audit report of the auditors need not be included in the abridged report, if such report is modified, details of the nature of such modification shall also be stated therein.

3.22 Any annual financial information published voluntarily by an issuer in advance of being required to do so in terms of paragraphs 3.20 or 3.21 must, at a
minimum, be reviewed by the issuer’s auditors and must comply with paragraphs 8.57 to 8.61 in respect of disclosure (“preliminary report”). In this event the name of the auditors shall be stated in the preliminary report. Although the review/audit report of the auditors need not be included in the preliminary report, if such report is modified, details of the nature of such modification shall also be stated therein. If the review/audit report of the auditors is not included in the preliminary report, it shall state that the report of the auditors is available for inspection at the issuer’s registered office. If an issuer has published a preliminary report, then, at the date of issue of its annual financial statements; such issuer must either comply with paragraph 3.21, or publish an announcement stating that it has issued its annual financial statements and that it is not publishing an abridged report as the information previously published in the preliminary report is unchanged.

Procedure for non-compliance
3.23 The following procedure shall apply to an issuer that fails to comply with paragraph 3.19 above:

(a) two months after the issuer’s financial year end, the LuSE will send to the issuer a letter of reminder by registered post, or facsimile, advising that the issuer still has one month within which to submit its annual financial statements, failing which its listing may be suspended until such time as the annual financial statements have been submitted;

(b) three months after the listed company’s financial year end, the company’s listing will be annotated on the LuSE trading system with a “RE” to indicate that it has failed to submit its annual financial statements timeously;

(c) the LuSE will release an announcement over SENS informing holders of securities that the issuer has not submitted its annual financial statements and will caution holders of securities that the listing of the issuer’s securities is under threat of suspension and possible termination;

(d) if the issuer has not complied with paragraph 3.19 by the end of the fourth month after its financial year end, the issuer’s listing will be suspended and a meeting of the LuSE will be convened to consider the continued suspension or termination of the issuer’s listing;

(e) the issuer’s suspension will be lifted after the LuSE receives the issuer’s annual financial statements, and the LuSE is satisfied that these annual financial statements comply with IFRS,

3.24 Discretionary authority shall vest with the LuSE to waive the requirement for suspension of an issuer’s listing where it has not submitted its annual financial
statements timeously.

Modified auditors’ opinions
3.25 The following procedure shall prevail where a modified auditors’ report has been issued on an issuer’s annual financial statements:

(a) When the auditors’ report on the annual financial statements of an issuer contains an emphasis of matter paragraph this will be announced through SENS, and the issuer’s listing on the LuSE trading system will be annotated with an “E” to indicate that the auditors’ report contains an emphasis of matter paragraph.

(b) When the auditors’ report on the annual financial statements of an issuer is qualified this will be announced through SENS by the LuSE, and the issuer’s listing on the LuSE trading system will be annotated with a “Q” to indicate that the auditors’ report is qualified.

(c) When the auditors’ report on the annual financial statements of an issuer contains an adverse opinion this will be announced through SENS, and the issuer’s listing on the LuSE trading system will be annotated with an “A” to indicate that the auditors’ report contains an adverse opinion.

(d) When the auditors disclaim an opinion on the annual financial statements of an issuer:
(i) this will be announced through SENS, and the issuer’s listing on the LuSE trading system will be annotated with a “D” to indicate that the auditors’ report is disclaimed; and

(ii) a meeting of the LuSE will be convened to consider the continued listing, suspension and possible subsequent termination of the issuer’s listing.

Cash companies (“cash companies” or “cash shells”)

3.26 The following requirements apply to cash shells:

(a) Should the cash company, within six months after classification as a cash company, fail to enter into an agreement and make an announcement relating to the acquisition of viable assets that satisfy the conditions for listing set out in Section 4, its listing will be suspended.

(b) Failing approval by the LuSE, within a three month period from the date of suspension, of a circular relating to the acquisition of viable assets by the cash shell that satisfy the conditions for listing set out in Section 4, the cash company’s listing will be terminated.

(c) Where a cash company is to be utilised for the reversal of assets into it:
(i) such cash company must comply with the Listings Requirements for bringing a company to listing; and
(ii) the reconstituted cash company must meet the conditions for listing as set out in Section 4.

Rights between holders of securities

Equality of treatment
3.27 An issuer must ensure that all holders of any class of its securities that are in the same position, receive fair and equal treatment.

Voting rights
3.28 An issuer shall not issue any securities with voting rights differing from other securities of the same class.

Pre-emptive rights
3.29 Securities in each class for which listing is applied must rank pari passu in respect of all rights. It should be noted that a statement that ‘securities in each class rank pari passu’ is understood to mean that:

(a) they are in all respects identical;

(b) they are of the same nominal value, and that the same amount per share has been paid up;

(c) they carry the same rights as to unrestricted transfer, attendance and voting at general/annual general meetings, and in all other respects; and

(d) they are entitled to dividends at the same rate and for the same period, so that at the next ensuing distribution the dividend payable on each share will be the same amount.

3.30 Subject to paragraphs 3.32 and 3.33, an issuer proposing to issue equity securities for cash must first offer those securities, effected by way of rights offer, to existing holders of equity securities in proportion to their existing holdings. Only to the extent that such securities are not taken up by holders of equity securities under the offer may they then be issued for cash to other persons or otherwise than in the proportion mentioned above.

3.31 To the extent permitted by the Registrar of Companies and subject to the prior approval of the LuSE, an issuer need not comply with paragraph 3.30 with respect to securities that the directors of the issuer consider necessary or expedient to be excluded from the offer because of legal impediments or because of compliance with the requirements of any regulatory body of any territory recognised as having import on the offer.

Waiver of pre-emptive rights
3.32 To the extent that holders of securities of an issuer provide their authorisation by way of resolution (determined in accordance with paragraph 5.51 (g) or 5.52
(e)), issues by an issuer of equity securities for cash made otherwise than to existing holders of securities in proportion to their existing holdings will be permitted in respect of a specific issue of equity securities for cash for such equity securities issue, and in respect of a general issue of equity securities for cash, for a fixed period of time thereafter in accordance with such general authority.

3.33 The LuSE may waive some or all of the requirements contained in paragraph 3.32 if it is satisfied that the conditions as stipulated in Schedule 13 exist.

Profit warranties
3.34 Where securities are the subject of a profit warranty, such securities may only be conditionally allotted and issued and shall be held in “escrow”. The conditions required for such profit warranty will only be regarded as having been met once the profit required has been achieved in terms of the profit warranty agreements and the issuer’s auditors have confirmed in writing to the LuSE that the conditions required have been met for the securities to be allotte