BOTSWANA STOCK EXCHANGE: SUBSIDIARY LEGISLATION

“recognised external stock exchange” means a stock exchange which is situated outside Botswana and is recognised by the Registrar for the purposes of these Regulations by notice published in the Gazette;

“the Act” means the Botswana Stock Exchange Act (Cap. 56:08).

3. Register of Stockbrokers

Entries in the Register of Stockbrokers in terms of the Act shall be in Form B.S.E. 1.

4. Fees payable for inspection of Register

The fee payable in terms of the Act for the inspection of any entry in the Register shall be P5, and the fee for copying any entry in the Register shall be P5.

5. Application for a licence

An application for a licence made in terms of section 27(1) of the Act shall be in Form B.S.E. 2, and shall be accompanied by-

(a) a letter addressed to the Secretary in such form as may be specified in rules made by the Committee;

(b) documentary proof that the applicant-

(i) has attained the age of 25 years;

(ii) owns, in Botswana, assets which exceed his liabilities by not less than P50,000; and

(iii) if a company, owns in Botswana assets which exceed liabilities by not less than P150,000; and

(c) an undertaking in writing that applicant will, in the event of the application for a licence being accepted by the Registrar, obtain a policy or policies of insurance as referred to in section 46 of the Act.

6. Recommendation for a licence

Where the Committee recommends that an applicant be licensed in accordance with the provisions of section 29(1) or section 30(1) of the Act he shall forward together with such recommendation-

(a) a copy of the application for the licence concerned; and

(b) a certificate issued by the Committee stating that the applicant has arranged to acquire not less than four but not more than 12 proprietary rights.

7. Licensing certificate

A licensing certificate issued under the hand of the Registrar in terms of the Act shall be in Form B.S.E. 3.

8. Broker’s transfer form and securities’ transfer form

For the purposes of Part IX of the Act-

(a) a broker’s transfer form shall be in Form B.S.E. 4; and

(b) a securities’ transfer form shall be in Form B.S.E. 5.

9. Particulars in broker’s note

A broker’s note shall, in addition to the particulars specified in section 52 of the Act, contain the name under which the licensed stockbroker concerned carries on his practice, or, where the licensed stockbroker concerned is a member of a partnership or is a corporate body, the name of that partnership or corporate body, and-

(a) where the licensed stockbroker is a member of a partnership, the name of each partner; or

(b) where the licensed stockbroker is a corporate body, the name of each licensed shareholder holding 10 per cent or more of the issued and paid-up share capital thereof.

10. Submission of memorandum and articles of association

(1) An issuer who applies for securities issued by him to be included in the official list, or to be dealt in on the Exchange in terms of the proviso to section 16(1)(b) of the Act, shall submit to the Committee, together with his application, his memorandum and articles of association, and the memorandum and articles of association of each of his subsidiaries, if any.

(2) Where securities issued by an issuer have been included in the official list, or where they may be dealt in on the Exchange in terms of the proviso to section 16(1)(b) of the Act, the issuer shall-

(a) whenever called upon by the Committee to do so, submit to the Committee his memorandum and articles of association and the memorandum and articles of association of each of his subsidiaries, if any;

(b) upon acquiring a subsidiary, submit to the Committee the memorandum and articles of association of that subsidiary;

(c) submit timeously to the Committee notification of any change to the memorandum and articles of association of any company or subsidiary submitted in terms of this section.

(3) An issuer shall, in respect of each submission referred to in subsections (1) and (2), pay to the Committee such scrutiny fee as may be determined by the Committee:

Provided that the Committee may determine different fees for issuers who are, and for issuers who are not, holding companies.

11. Listing fees

(1) Where the Committee has, in terms of section 16(1)(c) of the Act, granted an application made by an issuer for securities issued by him to be included in the official list, the issuer shall, within a period fixed by the Committee, pay to the Exchange an original listing fee:

Provided that the Committee may fix different fees in respect of each class of security-

(i) in respect of an issuer who is the Government or a city, town or district council, or is a statutory body;

(ii) in respect of an issuer whose securities are quoted on a recognised external stock exchange; and

(iii) in respect of an issuer other than an issuer referred to in proviso (i) or proviso (ii).

(2) Where the Committee has, in terms of section 16(1)(c) of the Act, granted an application made by an issuer for securities issued by him to be included in the official list, which securities belong to a class of security in respect of which a similar application has previously been granted to him, the issuer shall, within a period fixed by the Committee, pay to the Exchange an additional listing fee agreed by the Committee in respect of those securities:

Provided that, if the issue of those securities does not entail an increase in the registered share capital of the issuer, no additional listing fee shall be payable.

12. Annual sustaining and annual review fees

An issuer of listed securities shall, not later than the 30th April in each year, pay to the Exchange-

(a) an annual sustaining fee agreed by the Committee in respect of each class of listed security issued by him; and

(b) an annual review fee set by the Committee:

Provided that no annual sustaining fee or annual review fee shall be payable-

(i) where the issuer of such listed securities is the Government, or a city, town or district council, or is a statutory body; or

(ii) in respect of any listed security which was included in the official list during the year in respect of which an annual sustaining fee would not otherwise have been payable.

13. Brokerage

(1) Subject to the provisions of this section, the minimum and maximum rates of brokerage shall be as determined by the Committee annually.

(2) If a licensed stockbroker is instructed on one day, by one client, and for one account, to purchase or sell on behalf of that client a specified quantity of a listed security, other than a listed security issued by the Government or a city, town or district council or by a statutory body, and the licensed stockbroker is unable to purchase or sell, as the case may be, that quantity by means of one Exchange transaction, the licensed stockbroker shall-

(a) purchase or sell that quantity by means of two or more Exchange transactions; and

(b) for the purpose of calculating the brokerage payable in respect of that purchase or sale, aggregate the consideration paid or received in respect of-

(i) the first of the Exchange transactions referred to in paragraph (a); and

(ii) the second and any subsequent Exchange transaction referred to in paragraph (a) and effected within a period of five trading days from the day upon which the Exchange transaction referred to in subparagraph (i) above was effected.

(3) If a licensed stockbroker is instructed simultaneously to purchase and to sell the same listed security by-

(a) one client who is not a non-member institution; or

(b) two or more clients who are-

(i) not non-member institutions; and

(ii) in the case of clients who are natural persons, members of the same family or, in the case of clients who are companies, a holding company and any subsidiary of that same company,

he may, if he has obtained the prior consent of two elected Committee members, allow his client a rebate on the brokerage charge, in such amount as may be determined by Committee,which rebate shall be additional to any rebate to which that client may be entitled in terms of subsection (5).

(4) If a licensed stockbroker is instructed by a client who is a non-member institution, both to purchase and to sell listed securities of a particular class, other than listed securities issued by the Government, or a city, town or district council, or a statutory body, the licensed stockbroker shall charge brokerage separately in respect of the instruction so to purchase and the instruction so to sell, subject to a rebate on that brokerage in an amount determined by the Committee, which rebate shall be additional to any rebate to which that client may be entitled in terms of subsection (5):

Provided that such client shall not be entitled to any rebate in terms of this subsection unless, in so instructing the licensed stockbroker, such client is acting on behalf of persons who are bona fide principals of that client.

(5) If a licensed stockbroker purchases or sells listed securities, other than listed securities issued by the Government, or a city, town or district council, or a statutory body, on behalf of a non-member institution, the non-member institution shall be entitled to a rebate, as determined by the Committee, on the brokerage charged in respect of that purchase or sale.

(6) The Committee may determine minimum and maximum rates of brokerage, different from those referred to in subsection (1), which may be charged in respect of purchases or sales of listed securities effected by a licensed stockbroker on behalf of a person who is-

(a) a member of a recognised external stock exchange; and

(b) not a non-member institution.

(7) The brokerage payable on the purchase or sale of securities shall-

(a) where the consideration is to be paid in Pula, be calculated in Pula;

(b) where the consideration is to be paid in a currency other than Pula, be calculated in that currency or the Pula equivalent thereof.

14. Central share register

The Committee shall, within twelve months from the date of commencement of these Regulations, submit to the Minister a proposal to establish a central share register of all shares listed on the Stock Exchange, and to appoint a transfer secretary whose responsibilities shall include keeping an up-to-date register of company shareholders, and the transfer of shares from one shareholder to another.

SCHEDULE
FORMS

Form B.S.E. 1
REGISTER

BOTSWANA STOCK EXCHANGE ACT
	Licensing sheet No ……………………
Name of licensed stockbroker:
Location of practice:
Postal address of practice:
Directorships held:	Name of Company	Nature of business
Name of partnership or corporate body (if any) of which licensed stockbroker is a member:
Location of partnership or corporate body:
Postal address or partnership or corporate body:
Date of application for licence:
Licensing certificate No:
Date of registration:
Date of cancellation or licensing:
Any period of suspension from practice:
Submission of annual returns (copy of audited accounts and auditor’s report):
Date of receipt	Financial year ending	Date of receipt	Financial year ending	Date of receipt	Financial year ending

Form B.S.E. 2
APPLICATION FOR LICENCE

BOTSWANA STOCK EXCHANGE ACT
(To be completed in duplicate)
To:The Secretary Botswana Stock Exchange
Company Name:
A. Applicant: Surname:
	(in block letters)	(Mr./Mrs./Miss.) 1
Christian Names:
	(in block letters)
Postal address:
Residential address:
Location of business:
Telephone No.:	Business:
	Residential:
Professional qualifications:
Directorships:	Name of company	Nature of business
Shareholdings: Name of company	Quoted or unquoted	Nominal value
Name of present employer:
Nature of employment:
Date of birth:
2 Nationality: (present): …………………………………………………………………………………… (former, if any): ……………………………………………………………………………
B. Name of partnership or corporate body (if any) of which applicant will be a member or representative:
Full names of other members of partnership or corporate body-
(1)
(2)
Postal address of partnership or corporate body:
Location of practice:
Telephone No:
C. Questions to be answered by applicant:
(a) Have you ever been adjudged or otherwise declared insolvent or bankrupt? If so, give date on which you were rehabilitated or discharged or granted your discharge: ………………………………………………………………………………………………………….
(b) Have you ever made an assignment to or arrangement or composition with, your creditors? If so, give particulars: …………………………………………………………………………………………………………. ………………………………………………………………………………………………………….
(c) Are there any unsatisfied judgments outstanding against you? If so, give particulars: …………………………………………………………………………………………………………. ………………………………………………………………………………………………………….
(d) Have you any interest, direct or indirect in any banking institution, insurer, management company or mutual funds or trust company? If so, give particulars: …………………………………………………………………………………………………………. ………………………………………………………………………………………………………….
(e) Have you ever been convicted of any offence involving fraud or dishonesty? If so, state the court by which you were convicted, the date of the conviction and full particulars of the offence: …………………………………………………………………………………………………………. ………………………………………………………………………………………………………….
D. Statement of applicant’s personal history and employment since leaving school:
E. Declaration by applicant:
I hereby declare that-
(a) the information given in sections A and B is correct;
(b) the answers given to the questions in section C are true;
(c) the statement given in section D is, to the best of my knowledge and belief, a true and accurate record;
(d) I am a resident of Botswana;
(e) I have attained the age of 25 years, in proof whereof I submit the attached;
(f) I own, in Botswana, assets which exceed my liabilities by not less than P50,000/P150,000
Signed this ………………………….day of………………………………………………………., 20 ………. by the transferor(s).
1. ……………………………………………………………………………………………………………………
2. ……………………………………………………………………………………………………………………
PART B. To be completed by the transferee(s) (that is, the person(s) in whose name(s) the listed securities are to be registered) or agent(s) except where Broker’s transfer forms are used.
Full name(s) and postal address(es) of the person(s) to whom the listed securities are transferred. Please state title if any, or whether Mr., Mrs. or Miss. Signature …………………………………………….. Date………………………….