KSE Committee decision no. (2) for the year 2008 concerning the rules and conditions for listing shareholding companies in the Official Market

After the perusal of the Amiri Decree issued on 14/08/1983 organizing the Kuwait Stock Exchange.

And the Decision no. (35) of the Minister of Commerce and Industry for the year 1983 issuing the bylaws of KSE.

And the KSE Committee Decision no. (3) for the year 2004 concerning the rules of listing companies in the Official Market and the Parallel Market.

And the KSE Committee Decision no. (7) for the year 2005 to add two conditions to the listing conditions.

And the market committee’s decision no. (1) for the year 2007 concerning the rules and conditions for listing shareholding companies in the official market.

And the approval of the market committee in its meeting no. (9) dated 2/11/2008.
 
The following has been decided:
 
Article 1:
 
The rules and procedures annexed with this resolution shall be enforceable regarding the application form for listing shareholding companies in the market as well as its revision and its determination.

Article 2:

This law shall be enforceable from the date of its issuance. It shall be published in the official gazette and shall cancel all resolutions that collide with it. The market director must implement it.

Ahmad Yagoub Baqer Al-abdullah

Minster of Commerce and Industry
Minster of the state’s National Assembly Affairs
Head of Kuwait Stock Exchange Market Committee

Article (1)

The shareholding companies requesting listing of their shares in the Official Market shall satisfy the following conditions.

Article (2)

The company’s issued capital should be fully paid and should not be less than (10) million Kuwaiti Dinars or any equivalent amount in foreign currency, and the shareholders’ equity rights shall not be less than 115% of the weighted average of the paid-up capital in each of the last two fiscal years, according to the annual audited financial reports prior to the listing request from the financial auditor and approved by the company’s general assembly.

Article (3)

The company’s shares shall be tradable according to the law under which they were established taking into account that the period required to trade shareholders’ or founder's shares is not less than that required in the Kuwaiti commercial companies law for trading the shares of shareholders and founder's in Kuwaiti shareholding companies.

Article (4)

The company shall have achieved net profit in the last two fiscal years, and the yearly net profit shall not be less than 7.5% of the weighted average of the paid-up capital at the end of each fiscal year.

Article (5)

If the listing request is from a closed company which had increased its capital more than 50% during a single fiscal year, a period of one year should have passed from the last date of the capital increase’s notice.

Article (6)

If the listing request is from a closed company which had changed its legal structure from a limited liability company to a closed shareholding company, a period of three years should have passed from the date of notice in the commercial registry of the change of structure.

Article (7)

30% of the company’s capital should be distributed to a number of shareholders according to the schedule guide authorized by market committee where the ownership of each one isn’t below two trading units according to the book value of the latest fiscal year. In case the company can’t provide this percentage, 30% the company’s capital shall be offered for private placement by a specialized company independent from the company that requested listing.

Article (8)

The company should attain the approval of its general assembly to list its shares in Kuwait Stock Exchange.

Article (9)

The company’s board members shall pledge to adhere with all the rules and regulations set by Kuwait Stock Exchange, and to provide KSE management with all the required data and information provided that this information is correct and reliable.

Article (10)

The company shall provide its shareholders’ registry to the clearing company and adhere with all the instructions issued by KSE in this regard.

Article (11)

A non-Kuwaiti company should be listed in its country of origin stock market.

Article (12)

Any company wishing to enlist will be subjected to a reserve of 25% of its paid-up capital at the clearing chamber for a period of 2 years from the enlisting date. The names of shareholders owning this percent will be specified with the knowledge of the company’s board of directors.

Article (13)

The company shall pay a registration fee of 10,000 Kuwaiti Dinars and an annual subscription fee of (0.05%) of the company’s paid-up capital but not exceeding 50,000 Kuwaiti Dinars.

Article (14)

The company shall fulfill KSE listing procedures during four months from the date of notification of Market approval which shall be considered void in case of incompliance with this period.

Article (15)

In addition to the fulfillment of all the listing rules in the articles above, the market committee has the right to authorize or reject listing of a company in light of the company’s profits, financial status, its importance to the national economy and the success in achieving its objectives; for that sake it is permitted to request from the proposed company any reports or extra information including turning to any specialized party to study these reports and information, in case the committee decides to reject the listing request it must enclose a reason.