Karachi: It Is hereby notified that In exercise of the powers conferred under Sub-Section (I) of Section 34 of the Securities and Exchange Ordinance, 19691 the Karachi Stock Exchange (Guarantee) Limited (KSE) with the prior approval of Securities and Exchange Commission of Pakistan, makes the following amendments in Its Listing Regulations.
These amendments have been sent for publication in the Official Gazette of Pakistan:
1. The definition of “Non Compliant Segment” given under roman numerical (xxiv) in sub-regulation (1) of Regulation 2 shall be deleted and consequently the definition under remaining numerical (xxv) to (xxxvi) shall be renumbered as (xxiv) to (xxxv) respectively.
2. Regulation 30 under Chapter IX, fixed Delisting, Suspension and Defaulters’ Segment’ shall be substituted to read as under:
“30. (1) A Listed company may be placed in the Defaulters’ Segment, suspended and/or the listed for any of the following reasons and in the manner as provided herein below.
(a) A listed company shall be placed in the Defaulters’ Segment if from three years of the date of formal listing, it has not started commercial production in the case of a manufacturing company or has not commenced business in the case of any other company.
(b) A listed company shall be placed in the Defaulters’ Segment lilt has failed to hold its Annual General Meeting for two consecutive years.
(i) Trading shall be suspended in shares of such company and notice of suspension, including (heroin the cause of suspension, shall be disseminated immediately to any other stock exchange(s) on which such company is listed, The suspension in trading of shares of the company shall continue till the default is rectified and annual accounts are approved.
(ii) The Exchange shall, on the date of suspension of a company due to violation of Regulation 30(1)(b), issue notice to the company under intimation to the Commission, for rectifying the default within a period of 90 days. Provided that upon failure to rectify the default within 90 days, the Exchange may under initiation to the Commission and on reasonable grounds that the default would be rectified, provide the company with an additional period of not more than 90 days to rectify the default;
(iii) Upon failure of the company to rectify the default within the period specified by the Exchange under Regulation 30(1)(b)(ii) above, the Exchange through a notice in writing shall delist the company under intimation to the Commission.
(c) A listed Company shall be placed iii the Defaulter and Segment if winding-up proceedings of the company have been initiated.
(i) Trading shall be suspended In shares of such Company and notice of such suspension including therein the cause of suspension, shall be disseminated immediately to any other stock exchange(s) on which such company is listed. The suspension in trading of shares of the company shall continue till the cause of its placement on the Defaulters’ Segment is removed:
(ii) In case of voluntary winding-up, the Exchange shall suspend trading in shares of a company prior to opening of market on the next trading day from the date of receipt of information from such company for passing of special resolution for voluntary winding-up;
(iii) In case of winding-up by Court, the Exchange shall suspend trading in shares of a company prior to opening of market on the next trading day from (ha date of receipt of information regarding presentation of the winding-up petition in the Court or passing of special resolution, as the case maybe:
(d) A listed company shall be delisted if its official liquidator/ liquidator has been appointed, whether by the Court at the company, as the case may be.
(e) A listed company shall be placed in the Defaulters’ Segment s it has falied to pay:
(i) the annual listing fees se prescribed in these Regulations for a period of 2 years; or
(ii) any penalty Imposed under these Regulations; or
(iii) any other dues payable to the Exchange;
(f) A listed company may be placed in the Defaulters’ Segment end the Exchange may suspend trading in its shares if it has falied to comply with the requirements of any of these Regulations;
(g) A listed company shall be placed In the Defaulters Segment if it for any reason whatsoever refuses to join the CDS after its securities have been declared eligible securities by the CDC.
(a) Exchange on Defaulters Segment Under Regulation 30 (1)(e) or 30(1)(g) or both shall issue instructions to such company for rectifying the default within ninety (90) days.
(b) Upon failure of the company to rectify the default within the stipulated time period the Exchange shall immediately suspend trading in shares or the company and simultaneously issue compulsory buy-back directions to the majority shareholders/ sponsors having control of the company to provide and the shareholders an option for setting their shares to the majority shareholders/ sponsors and the shares tendered by the shareholders shall be purchased by the majority shareholder and sponsors. The price for such buy-back of shares shall be fixed by the Exchange in accordance with Regulation 30-A.
(c) Upon completion of the compulsory buy-back of shares by majority shareholders/ or failure of the company to comply with the compulsory buy-back directions within such reasonable time as may be specified by the Exchange in its notice but not exceeding 90 days in total from the date of such directions, the company shah be delisted through a notices in writing by me Exchange under intimation to the Commission.
Provided (hat in case a company is also listed on another stock Exchange in Pakistan but not in similar default as provided In Regulation 30(1)(e) above at such other stock exchange, the Exchange shall not issue any directions for compulsory buy-back of its shares and shall delist the company
Provided further that if the company is in default a provided in Regulation 30(1)(e) at all the stock exchanges where it is listed, the compulsory buy-back directions shall be issued by all the stock exchanges in coordination with each other.
(3) No company which has been de-Listed or suspended shall be restored and is shares re-quoted until it removes the cause of de-listing/suspension and receives the assent of the Board for the registration.
(4) No company shall be de-listed under these Regulations unless such company has boon given an opportunity of being heard.
Follow-up action after placing the companies in the Defaulters’ Segment:
(5) Effects or suspension of trading in the shares of a company suspended at all the stock exchanges on which it is listed:
(a) Transfer in the physical shares of such company shall be restricted, However, such restriction shall not be applicable in cases where:
(i) The Share Registrar/ Transfer Agent/ the company has received transfer request from a shareholder prior to the date of suspension; or
(ii) the shares have been purchased prior to the date of suspension of trading and the shareholder provides proper instrument of transfer, evidencing purchase of such shares prior to the date of suspension, to the Share Registrar/ Transfer Agent/ the company.
(b) it shall be mandatory upon the company to ensure that no transfers in physical shares, other than as specified n Regulation 30(5)(a)(i) and 20(5)(a)(ii) above, lake place during the period of suspension. The company shall provide the Exchange with a copy of its Share Transfer Register, as of the day prior to the day of su9pension, and details of any transfers registered under Regulation 30(5)(a)(i) and 30(5)(a)(ii) subsequent to suspension in trading of its shares shah also be submitted to the Exchange Within 48 hours of registration of such transfer”.
In Regulations 34:
(a) In Sub-Regulations (1) and (2), the words or Non-Compliant’ appearing, shall stand deleted.
(b) Sub-Regulation (4) shall be substituted to read as under:
(4) Trading in the securities of a Company placed in Defaulters’ Segment if allowed shall be effected separately and the prices shall also be quoted separately in the Daily Quotations until such company is removed from the Defaulters Segment and restored to the ready market of the Exchange.
It is further informed that the complete updated Listing Regulations of the Exchange are available on our Web-site: http://www.kse.com.pk / KSE Regulations / Listing Regulations.
For more information, contact:
Deputy General Manager- Companies Affairs
Karachi Stock Exchange
Tel: +9221 111 001 122
Fax: +9221 3241 0825, +9221 3241 5136