Stakeholder Notice
19/10/2021
legal requirements
The Issuer must provide evidence that it has been formed and registered under the appropriate legislation to which it is subject. Issuers incorporated in Trinidad and Tobago must be registered as companies under the Companies Act. Issuers incorporated outside of Trinidad and Tobago must be registered as external companies under the Companies Act.
Registration
The Issuer must provide evidence that it has been registered as a Reporting Issuer and that its securities
have been registered with the TTSEC.
Prospectus
The Issuer must submit a prospectus that has been approved by the TTSEC. An Issuer that is cross listing on
the TTSE must submit an information memorandum that has been approved by the TTSEC. The prospectus
or information memorandum must be submitted to the TTSE for review before a final version is submitted to the TTSEC. The primary concern of the TTSE in this regard is ensuring that all required information is disclosed thereby enabling potential investors to make accurate assessments of the securities being offered for sale.
classes of securities
All securities issued in a particular class must be listed.
Public Distribution
The Issuer must ensure that a sufficient portion, which shall normally be 25% of any class of securities issued, is in the hands of the public, that is, persons who are not associated or connected to the Senior Officers and the holders of the ten (10) largest blocks of securities. Companies applying to list on the First Tier Market must have a minimum of 100 shareholders, while companies applying to list on the Second Tier Market must have a minimum of 51 shareholders. The Board of Directors of the TTSE may exercise its discretion in listing a security that has a lower proportion of its securities held by the public if, in its view, an effective and fair market in the security can be made.
Transferability
All securities must be freely transferable to anyone without any restrictions.
Clearing and Settlement
The Issuer must submit an application to become a participant of the TTCD in order to facilitate the clearing
and settlement of transactions executed on the TTSE.
Registrar and Transfer Agent
An Issuer incorporated under the laws of Trinidad and Tobago must appoint a registrar and transfer agent in Trinidad and Tobago. An Issuer that is not incorporated under the laws of Trinidad and Tobago but issues securities in Trinidad and Tobago must appoint a sub-registrar in Trinidad and Tobago.
auditor
The Issuer must appoint an independent auditor to carry out the audit of its annual financial statements.
Market Capitalization
The securities to be listed on the First Tier Market of the Stock Exchange must have a minimum initial market capitalization of TT$4,000,000.00. The securities to be listed on the Second Tier Market of the Stock Exchange must have a minimum initial market capitalization of TT$2,000,000.00.
The Board of Directors of the TTSE may exercise its discretion in listing a security that has a lower initial
market capitalization if, in its view, an effective and fair market can be made in the security.
A company admitted to the Second Tier Market may apply to graduate to the First Tier Market after a period of three (3) years.
First Tier and Second Tier Market Listing Application
The application to list on the Exchange must be submitted by a sponsoring Stockbroker licensed by the
TTSE.
The following documents and information must be submitted along with the application:
- 1. Name of Issuer.
- 2. International Securities Identification Number (ISIN) (if available).
- 3. Listing Date.
- 5. Issue Price.
- 6. Issue Currency.
- 7. Evidence that a registrar and transfer agent or sub-registrar has been appointed.
- 8. A certified extract of the Board minutes authorizing the application to list on the TTSE.
- 9. Completed and signed Listing Agreement.
- 10. Evidence that the Issuer and securities have been registered with the TTSEC.
- 11. A prospectus approved by the TTSEC.
- 12. Certified copy of the Issuer’s Memorandum and Articles of Association.
- 13. Certified copy of the incorporation documents of the Issuer.
- 14. Copy of audited financial statements for the preceding three years where available.
Upon receipt of this information the TTSE and the TTCD will add the company and its security to the trading
and settlement systems. The company may make a request to the TTSE for a symbol to be assigned to the security.
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