Listing your company on the TTSE

securities traded

The following types of securities can be traded on the TTSE:
  • TT Dollar Equities (Ordinary/Common Shares).
  • TT Dollar Preference Shares.
  • TT Dollar Mutual Funds.
  • TT Dollar Government Bonds.
  • TT Dollar Corporate Bonds.
  • TT Dollar SME Securities.
  • US Dollar SME Securities.
  • US Dollar Equities.
  • US Dollar Mutual Funds.

markets

The following markets are available on TTSE:

  • First Tier Market
    This is the most active market for equity securities listed on the TTSE. Companies with a minimum initial market capitalization of TT $4,000,000.00 will be listed on this market. As at March 31st 2019, there were 27 companies with 29 securities listed on this market, with a capitalization value of approximately TT $129 billion.
  • Second Tier Market
    This is the market for equity securities issued by companies with a minimum initial market capitalization of TT $2,000,000.00. As at March 31st 2019, there was 1 company with 1 security listed on this market, with a capitalization value of approximately TT $99 million.
  • Mutual Fund Market
    This is the market for mutual funds with a minimum initial market capitalization of TT $4,000,000.00. As at March 31st 2019, there were 5 mutual funds listed on this market, with a capitalization value of approximately TT $5 billion.
  • Government Bond Market
    This is the market for TT dollar bonds issued by the Government of the Republic of Trinidad and Tobago. As at March 31st 2019, there were 19 bonds listed on this market, with a total face value of approximately TT $18.97 billion.
  • Corporate Bond Market
    This is the market for TT dollar denominated bonds issued by companies. As at March 31st 2019, there were 3 bonds listed on this market, with a total face value of TT $4 million.
  • US Dollar Equity Market
    This is the market for equity securities denominated in US dollars. It was launched in August 2011 and as at March 31st 2019, there was 1 security listed with a market capitalization value of US $11.42 million listed in this market.
  • US Dollar Mutual Fund Market
    This is the market for mutual funds denominated in US dollars. It was launched in June 2013 and at the end of March 2019, there are no securities listed in this market.
  • SME Market
    This is the market for securities issued by companies that are classified as small and medium enterprises according to the TTSE Listing Requirements. As at March 31st 2019, there was one security listed on this market with a capitalization value of TT $63.74 million.

Legislation & Regulation

A public company will be regulated by and must adhere to the provisions of The Securities Act 2012, which is administered by the Trinidad and Tobago Securities and Exchange Commission (TTSEC), as well as the Stock Exchange Rules and the Listing Agreement, which are administered by the TTSE.  Listed companies must also comply with the provisions of The Companies Act 1995 and any other legislation that it may be subject to.

Registration Process

A company that wishes to have its securities listed on the TTSE must first apply to the TTSEC to be registered as a Reporting Issuer and have its securities registered. A prospectus and any other related documents must be approved by the TTSEC and all required fees paid before a company can apply to be listed on the TTSE. Details of the registration process can be obtained from the TTSEC.

Listing Application

After being registered with the TTSEC as a Reporting Issuer, the company must formally write the TTSE indicating its interest in being listed. The application must be submitted through a registered stockbroker.

TTSE Listing Agreement

A company that has been registered as a Reporting Issuer and has registered its securities with the TTSEC can apply to the TTSE to have its securities listed. Once the listing has been approved, the company will be required to sign a Listing Agreement which contains ongoing requirements that the company and its Board of Directors must comply with at all times while it is listed on the TTSE. All Issuers will be required to comply with the TTSE Rules as amended from time to time.

Trinidad and Tobago Central Depository Limited Agreement

Once the listing has been approved, the company will be required to sign an agreement with the Trinidad and Tobago Central Depository Limited (TTCD) and deposit a block of shares in the TTCD to facilitate trading of the shares on the TTSE.

Sponsoring Stockbroker

The company must provide the TTSE with evidence that it has appointed a stockbroker as the sponsor for its listing. This stockbroker will act as the lead broker for the Issuer.

Professional Advisors

The decision to go public is a serious one. It is therefore imperative that competent advisors are retained to
ensure a successful public offering. The choice to go public should be discussed with professional advisors as early as possible. These include stockbrokers, accountants, legal counsel and investment bankers.

Investment Bankers/Broker-Dealers
The role of the investment banker is to:

  1. Review the company’s management, financial position, products or prospects, business plan and
    industry.
  2. Advise the company on the method of offering.
  3. Advise on whether an underwriting or an agency relationship will be entered into for the offering.
  4. Assist the company in determining the issue price of the securities.
  5. Review the prospectus for accuracy.
  6. Where possible, encourage activity in the secondary market on behalf of the company after the initial
    offering.

Accountants & Lawyers
For a public offering accountants and lawyers should be selected on the basis of their knowledge of the capital market and the requirements for going public. They are charged with the responsibility of accurate preparation and presentation of financial and legal documents.

Stockbrokers
Some criteria for selecting a lead stockbroker are as follows:

  1. Registered with the TTSEC and licensed by the TTSE.
  2. Recognized organizations with reputable securities experience and full service capabilities.
  3. Experience in successfully managing public offerings.
  4. Knowledge and understanding of your business.
  5. Research capabilities.

The lead stockbroker will be responsible for making the application to list on the TTSE as well as coordinating activities with the other stockbrokers during the offer period.

Underwriting the Issue

An underwriter arranges the issue of the securities and may agree to purchase any unsold securities thereby ensuring full subscription. Underwriting is the business of investment bankers who usually form an underwriting group or syndicate, to pool the risk and assure the successful distribution of the issue. The underwriter selected must be registered as such with the TTSEC.

Firm Commitment
The underwriter commits to buy the entire issue from the company and resell it to the public. Their earnings are derived from the difference between the price at which they buy it from the Issuer and the price at which they resell the securities to investors.

Best Effort (Agent)
The underwriter acts only as agents for the sale of the company’s shares. They agree to do their best to sell
an issue to the public. Instead of buying the securities outright, these agents have an option to buy and the
authority to sell the securities. They receive commissions, usually on a sliding scale and the company’s receipts depend on the success of the sale.

All or None
This method gives the Issuer the right to cancel the entire issue if the underwriting is not fully subscribed.

Under any of these methods, the underwriter may be given the option to make further purchases of shares at an agreed price. The underwriter could exercise this option if the issue is oversubscribed or if the market price increases over the issue price.

Offering Documents

The prospectus and information memorandum are formal written offers to sell securities that outline the
business plan for the company and provide prospective investors with the information needed to make an
informed decision. These documents contain detailed operational and financial information about the company. 

Information contained in the prospectus and information memorandum includes, but is not limited to the
following:

  1. Background information on the company: This gives the description and history of the company and the
    industry, its prospects and operations.
  2. Financial Statements: Up to date audited financial statements (where available) must be included.
  3. Business Plan: The business plan provides important information for potential investors. It details growth
    projections, as well as developmental and strategic goals of the company.
  4. Use of proceeds: This shows the main uses of the net proceeds from the sale of securities e.g. the
    particulars of any major assets to be acquired or prospects to be developed.
  5. Senior Officers and Major Shareholders: The prospectus must give the names, main occupations and
    addresses of major shareholders, senior officer, directors and senior management, together with their
    equity holdings in the company seeking listing.

Costs of Going Public

Taking a company public does incur costs that vary with each issue. These costs are likely to include, but are
not limited to, the following:

  1. Broker/Dealer Fees: normally a percentage of the amount being raised and is often negotiated between
    the Issuer and the broker/dealer;
  2. Professional Fees: depends on professionals retained;
  3. Printing Costs: depends on the size and quality of the prospectus and other distributed material;
  4. Admission Fees: based on the value and type of the securities being issued.

After a company has been listed on the Exchange there will be costs associated with maintaining the listing.
These costs are likely to include, but are not limited to, the following:

  1. Annual Listing Fees.
  2. Registrar/Transfer Agent Fees.
  3. Supplementary listing fees for additional shares.
  4. Publishing notices to shareholders and financial results.
  5. Printing and distribution of annual reports.

Estimated Listing Costs

TTSE Listing Fees – As presented above.

TTSEC Registration Fees:

  • Registration as Reporting Issuer: TT $8,000.00.
  • Filing of Distribution Statement: TT$1,000.00.
  • Filing of Prospectus: TT $17,500.00 (This fee is applicable to bonds, equities and derivatives. If the prospectus for a collective investment scheme covers more than one fund, this fee will be charged per fund).
  • Information Memorandum: TT$10,000 (This fee is applicable to cross listings, rights issues, etc).
  • Market Access Fee: 0.01% (This fee is based on the Market Value of the Securities. For a mutual fund, the fee will be based on the sales of the fund for the previous year).

Consider the Following Scenarios

1. Listing of shares with market value of TT $4,000,000 by a company not registered as a reporting Issuer with the TTSEC:

Item Cost (TT$)
TTSEC Registration as Reporting Issuer
TT $5,000.00
TTSEC Filing of Registration Statement
TT $100.00
TTSEC Filing of Prospectus
TT $10,000.00
TTSEC Market Access Fee
TT $400.00
TTSE Admission Fee
TT $100,000.00
TTCD Initial Membership Fee
TT $25,000.00

Total

TT $140,500.00

2. Listing of shares with market value of TT $4,000,000 by company registered as a reporting Issuer with the TTSEC:

Item Cost (TT$)
TTSEC Filing of Registration Statement
TT $100.00
TTSEC Filing of Prospectus
TT $10,000.00
TTSEC Market Access Fee
TT $400.00
TTSE Admission Fee
TT $100,000.00
TTCD Initial Membership Fee
TT $25,000.00

Total

TT $135,500.00

3. Listing of shares with market value of TT $50,000,000 by company not registered as a reporting Issuer with the TTSEC:

Item Cost (TT$)
TTSEC Registration as Reporting Issuer
TT $5,000.00
TTSEC Filing of Registration Statement
TT $100.00
TTSEC Filing of Prospectus
TT $10,000.00
TTSEC Market Access Fee
TT $5,000.00
TTSE Admission Fee
TT $100,000.00
TTCD Initial Membership Fee
TT $25,000.00

Total

TT $145,100.00

4. Listing of shares with market value of TT $50,000,000 by company registered as a reporting Issuer with the TTSEC:

Item Cost (TT$)
TTSEC Filing of Registration Statement
TT $100.00
TTSEC Filing of Prospectus
TT $10,000.00
TTSEC Market Access Fee
TT $5,000.00
TTSE Admission Fee
TT $100,000.00
TTCD Initial Membership Fee
TT $25,000.00

Total

TT $140,100.00

5. Listing of shares with market value of TT $20,000,000 by a SME not registered as a reporting Issuer with the TTSEC:

Item Cost (TT$)
TTSEC Registration as Reporting Issuer
TT $5,000.00
TTSEC Filing of Registration Statement
TT $100.00
TTSEC Filing of Prospectus
TT $10,000.00
TTSEC Market Access Fee
TT $2,000.00
TTCD Initial Membership Fee
TT $7,500.00

Total

TT $24,600.00

6. Listing of shares with market value of TT $20,000,000 by SME registered as a reporting Issuer with the TTSEC:

Item Cost (TT$)
TTSEC Filing of Registration Statement
TT $100.00
TTSEC Filing of Prospectus
TT $10,000.00
TTSEC Market Access Fee
TT $2,000.00
TTCD Initial Membership Fee
TT $10,000.00

Total
TT $22,100.00

Checklist for Going Public

This is a list of some of the activities involved in going public:

  • Selection of introducing broker/dealer, legal counsel and accountants/financial advisors.
  • Appointment of additional Directors if necessary.
  • Compilation of the required financial statements.
  • Preparation of business plan, feasibility studies and technical reports.
  • Presale meetings and pricing of shares.
  • Preparation of the prospectus.
  • Printing of the preliminary prospectus.
  • Registering as a Reporting Issuer with the TTSEC.
  • Filing of the preliminary prospectus with the TTSEC and the TTSE.
  • Obtaining approval of final prospectus from the TTSEC.
  • Filing of Application for Listing with the TTSE.
  • Signing of Agreements with the TTSE and TTCD.
  • Public sale and distribution of shares.
  • Listing of shares on the TTSE.

Equities

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Bonds

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Mutual Funds

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USD

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Issuers