Basic Listing Conditions

The market is divided into two segments, which slightly differ in entry requirements.  These two markets are Main Investment Market Segment (MIMs) and Enterprise Growth Market Segment (EGMs).

  
 

S/NO.

CRITERIA

MAIN INVESTMENT MARKET SEGMENT

ENTERPRISE GROWTH MARKET SEGMENT

1.

Track record of existence

At least three years

None.  But if the applicant has no track record, has to show that funds are required to support a project which has been fully researched and costed.

2.

Profitability Track record

Profits after tax attributable to shareholders in at least two of the last three financial years.

None

3.

Issued and paid-up capital

At least TZS 500 million

200 million

4.

Incorporation Status

Issuers must be incorporated in Tanzania as public companies or else where the companies law is in conformity with the law of Tanzania for cross-listing companies.

Issuers must be incorporated in Tanzania as public companies or else where the companies law is in conformity with the law of Tanzania (for cross-listing companies).

5.

Net Tangible Assets

At least TZS 500 million.

The company shall have at least 50% of its net assets situated within Tanzania.

6.

Issuer Type

All companies from different economic sectors.

Growth companies of  all sizes.

7.

Method of offering new issue of shares

Public offering, underwriting or combination of both.

Public offering, underwriting, private placement or combination of all.

8.

Business Operations

The applicant seeking listing should have at least one identifiable core business which is controlled by the listing company.

Detailed profile of planned operations including the following: 5 years business plan and independent technical feasibility report for companies with less than 12 months of operating history.

9.

Public shareholding spread

At least 25% of the listed shares.  In this case public shareholders will own not more than 1% for individuals and not more than 5% for institutions.

At least 20% of its shares must be held by public.

10.

Minimum number of shareholders upon listing

Not les than 1000 shareholders excluding employees of the Issuer.

At least 100shareholders

11.

Period moratorium

Not necessary.

If the Issuer has less than three years track record, promoters to be locked-in for up to 3 years.

12.

Utilization process of proceeds

Disclose the estimated amount of the proceeds from the offer (net of the expenses of the offer) broken down into each principal intended use.  If the anticipated proceeds will not be sufficient to fund all of the intended uses, disclose the amount and sources of other funds needed.  Where specific uses are not known for any portion of the proceeds, disclose the general uses for which the proceeds are proposed to be applied.  State the minimum amount which, in the reasonable opinion of the directors of the relevant corporation, must be raised by the offer.

Disclose the estimated amount of the proceeds from the offer (net of the expenses of the offer) broken down into each principal intended use.  If the anticipated proceeds will not be sufficient to fund all of the intended uses, disclose the amount and sources of other funds needed.  Where specific uses are not known for any portion of the proceeds, disclose the general uses for which the proceeds are proposed to be applied.  State the minimum amount which, in the reasonable opinion of the directors of the relevant corporation, must be raised by the offer.

13.

Nominated Advisors

Not necessary/required.

Must have a Nominated Advisor at all time of listing.

14.

Directors and Management

Disclosure of age, qualification and relevant experiences for the preceding five years.

Suitable senior management with relevant experience of one year prior to listing.

15.

Financial Statements

Must be IFRS compliant and must have been audited by authorized auditor.

Must be IFRS compliant and must have been audited by authorized auditor.

16.

Auditors

Registered by NBAA and approved by CMSA.

Registered by NBAA and approved by CMSA

17.

Same Management

At least 2 years before listing.

No need.  Emphasis should be on competence of the Management team.

18.

Audit Committees

Issuers must have audit committee as per CMSA guidelines on Corporate Governance.

Issuers must have audit Committee as per CMSA guidelines on Corporate Governance

19.

Working capital adequacy

Directors of the Issuer to give opinion on adequacy of working capital for at least 12 months.

Directors of the Issuer to give opinion on adequacy of working capital for at least 12 months.

20.

Certificate of comfort from relevant regulators

Issuers to obtain comfort letter from relevant regulators supervising their day to day activities.

Issuers to obtain comfort letters from institutions regulating their operations.

21.

Articles and Memorandum of Association

They must provide for public issuance of securities as well protection of minority shareholders, transferability of shares, borrowing powers of directors, corporate governance principles.

They must provide for public issuance of securities as well as protection of minority shareholders, transferability of shares, borrowing powers of directors, corporate governance principles.

22.

Composition of board of Directors

The Issuer must have at least one third of the Board  members as non executive directors.

At least one third of the board members must be non executive directors.

23.

Prospectus approved by a regulator

Prospectus to be approved by the Authority.

Prospectus to be approved by the Authority

24.

Compliance to other Corporate Governance Issues

All applicants to undertake to comply with other corporate governance principle as per CMSA guidance as improved from time to time.

All applicants to undertake to comply with other corporate governance principle as per CMSA guidelines for corporate governance as improved from time to time.

25.

Clear dividend policy

The Issuer to disclose clear dividend policy.

Issuer to disclose clear dividend policy.

26.

Publication in the Press

Applicants to prepare abridged Prospectuses.

Applicants to prepare Abridged Prospectuses.

 

 

 

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