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.
Eligibility
The Issuer must be incorporated with limited liability in Trinidad and Tobago or in any other CARICOM country. The Issuer may qualify to be listed provided that it has never been listed on any market of the TTSE or on any other Exchange. The Issuer must not be an associate or a subsidiary of a company listed on any market of the TTSE or on any other Exchange.
method of use
The Issuer will be required to raise capital from the public through an Initial Public Offering (IPO). The company should be listed on the Trinidad and Tobago Stock Exchange no more than sixty days after allotment of the
issue.
Prospectus
The prospectus or information memorandum must be submitted to the TTSE for review before a final version is submitted to the TTSEC. The Issuer must submit a prospectus that has been approved by the TTSEC to the Stock Exchange. The Issuer must publish a copy of its prospectus in Trinidad and Tobago, at least 14 days before the initial public offering is open for subscription. Such publication may be effected by uploading the document to the TTSE website and publishing a notice in at least one issue of a daily newspaper in Trinidad and Tobago indicating that the prospectus is available on the TTSE website. The notice must also indicate where copies of the prospectus and any documents referred to therein can be collected or viewed by the public. The Issuer may choose to publish its prospectus by other means.
classes of securities
All securities in the class of securities for which an application has been submitted must be listed.
Public Distribution
Following the initial public offering, the issuer must have a minimum of 25 unconnected shareholders holding at least 20% of the total shares issued by the company. These shareholders must not be associated with the Directors, Senior Officers, Connected Persons and the holders of the ten (10) largest blocks of securities issued.
capital base
The Issuer must have a minimum issued share capital of TT$5,000,000.00 and the maximum issued share
capital must not exceed TT$50,000,000.00 following the initial public offering. The minimum and maximum capital base comprises of issued share capital only and does not include retained earnings and accounts
transferred from such issued share capital or retained earnings to a reserved account.
Transferability
All securities must be freely transferable.
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 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.
board of directors
The Issuer must ensure that at all times its Board of Directors consists of no fewer than three Directors, at least two of whom are not Officers or employees of the company or any of its associates or subsidiaries. The Board must include at least two (2) independent non-executive Directors.
Small and Medium Enterprise Market Listing Application
Applications for listing will be accepted from companies provided that they comply with the Guidelines and
Legislation issued by the Trinidad and Tobago Securities and Exchange Commission and the requirements
listed above.
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. Number and description of securities.
- 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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