STAKEHOLDER NOTICE
06/05/2021
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. Bonds issued by the Government of Trinidad and Tobago must submit an information memorandum 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 to ensure that all required information is disclosed to enable the potential investor to make an accurate assessment of the securities being offered for sale.
classes of securities
All securities issued in a particular class must be listed.
Transferability
All securities must be freely transferable.
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.
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.
auditor
The fund must appoint an independent auditor to carry out the audit of its annual financial statements.
private placements
In the case of bonds issued via limited offering, the Issuer must provide evidence that it has been granted
exemptions from the prospectus requirements pursuant to Section 79 of the Securities Act (2012).
credit rating
In the case of an initial public offer of corporate bonds above $75million, the Issuer may have to be rated by a recognized rating agency subject to the discretion of the Board of the Trinidad and Tobago Stock Exchange.
Government and Corporate Bond Market Listing Application
The following documents and information must be submitted by a sponsoring Stockbroker along with an
application to list:
- 1. Name of Issuer.
- 2. International Securities Identification Number (ISIN) (if available).
- 3. Listing Date.
- 4. Face Value of Bond.
- 5. Coupon Rate.
- 6. Interest Rate Type (Fixed or Variable).
- 7. Maturity Date.
- 8. Tenor.
- 9. Frequency of Coupon Payments.
- 10. Coupon Payment Dates.
- 11. Day Count Convention for interest payments.
- 12. Issue Price.
- 13. Issue Currency.
- 14. Evidence that a registrar and transfer agent or sub-registrar has been appointed.
- 15. Completed and signed listing agreement.
- 16. Evidence that the security and Issuer have been registered with the TTSEC.
- 17. A certified extract of the Board minutes authorizing the application to list the bond on the TTSE.
- 18. Certified copy of the Issuer’s Memorandum and Articles of Association.
- 19. Certified copy of the incorporation documents for the Issuer.
- 20. Copy of audited financial statements for prior three years where available.
- 21. Evidence that a bond that was issued via limited offering has been granted an exemption from the prospectus requirements pursuant to section 79 of the Securities Act (2012) (if applicable).
- 22. Credit Rating issued by a recognized rating agency subject to the discretion of the Board of the TTSE
Requirements 14-22 are not applicable to bonds issued by the Government of Trinidad and Tobago.
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