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Disclaimer: UGANDAThe information SECURITIES provided in EXCHANGE this booklet is LIMITEDfor educational purposes and does not constitute financial UAPproduct advice. Business You@Uga shouldndaSec Park, obtainur itiPlot independentesEx 3-5,change New advice Port Bell from a licensed@USEUg investmentanda adviser before making Road,any financial Block decisions.A, 4th Floor. Although P. O. theBox 23552, Securities . Exchange (USE) has made every effort to ensure the Telephone:accuracy of the0312 information (370 815 as | at370 the 817 date | of370 publication, 818) USE does not give any warranty or representation Email:as to the [email protected]. accuracy, reliability Website or completeness : www.use.or.ug of the information. To the extent permitted by law, USE and its employees, officers and contractors shall not be liable for any loss or damage arising in any way (including by way of negligence) from or in connection with any information provided or omitted or from any one acting or refraining to act in reliance on this information. • Go to the Easy Portal web page, scd.use.or.ug • Select create an Account CONTENTS • Read terms, select accept and continue • Insert your SCD Account Number and the email address used when opening your SCD account. Click continue. • A password will be sent to your email. About the USE • Log into your email and retrieve your one-time password. (Note; for some email providers please check USE: Empowering growth and - Lodging the Prospectus - junk/spam) Visit the link to easy portal http://scd.use.or.ug that promote safe, convenient and - The IPO Period • Use the password and other details as prompted to log in sustainable investments - Admission • You have to set a new password to continue. • You will be prompted to log in afresh with the new password. Maximising the success of your - company - • Go to the Easy Portal web page, scd.use.or.ug you? - • Select “Reset” your password - Ensuring the integrity of the market Why list on USE - Corporate Governance • Select accept and continue • Insert your SCD Account Number and the email address used when opening your SCD account. Click continue. USE • A password will be sent to your email. • Log into your email and retrieve your one-time password. UGANDA listedSECURITIES EXCHANGE LIMITED (Note; for some email providers please check junk/spam) UAP Nakawa- Business Park, Plot 3-5, New Port Bell Visit the link to easy portal http://scd.use.or.ug Road, Block- TalkA, 4th to Floor. CMA P.and O. BoxUSE 23552, Kampala. • Use the password and other details as prompted to log in Telephone: 0312 (370 815 | 370 817 | 370 818) • You have to set a new password to continue. Email: [email protected]. Website : www.use.or.ug 3 • You will be prompted to log in afresh with the new password UGANDA SECURITIES EXCHANGE LISTING PROFILE: The key to growth and creation of shareholder value

ABBREVIATIONS

IPO Initial Public Offer(ing)

GEMS Growth Enterprises Market Segment

MIMS Main Investment Market Segment

USE Uganda Securities Exchange

CMA Capital Market Authority

FISMS Fixed Interest Securities Market Segment

SME Small and Medium Enterprises

ISIN International Securities Identification Number

INTRODUCTORY REMARKS

One of the key functions of a stock This booklet has been exchange is to bring together designed to: in a centralised market place investors who provide capital and • Provide time-series statistics companies that require capital: to highlight the value-creation The USE facilitates this capital role played by the USE since its formation process by providing a inception in 1997 well organized, transparent and • Explain how a listing on the well regulated secondary trading USE can enable your company market. to leverage-off a well - organised market to create All the companies that have chosen value for your shareholders to list on the USE have greatly • Provide guidance on how to benefited by moving from a private take your first steps towards to a public listed company and have becoming a USE listed seen their market value increase company substantially over time, generating • Provide you with an overview thereby very attractive returns both of the listing process which to the original as well as to the new involves: shareholders. – Appointment of advisers – Talking to USE – Preparing and lodging Listing

4 LISTING PROFILE: The key to growth and creation of shareholder value UGANDA SECURITIES EXCHANGE

Particulars; and • Access to wider pool of funds – Admission on USE to finance future growth • Outline the requirements in • Exposure to retail and the pre and post listing stages institutional investors, both for your company. domestic and international • Enhancement of your Benefits of a listing on the company’s profile and ability to USE can include: attract quality executives and directors • The possibility of an increase • The potential to achieve a in the market value of your higher price for your company company than you may achieve from a private sale

ABOUT THE USE

The Uganda Securities Exchange broker/ dealer firms, investment (USE) was licensed to operate as advisors, a representative of an approved Stock Exchange in investors and a representative of June 1997 by the Capital Markets issuers. Trading on the exchange Authority of Uganda and began is facilitated by 8 licensed broker formal trading operations in firms and 4 custodians. January 1998. There are 16 listed companies, The Exchange is governed by with a total market capitalization of a Governing Council whose approximately Ushs 20 trillion (US$ membership includes licensed 5.7 billion).

OUR OPERATIONAL MARKET SEGMENTS

The Uganda Securities Exchange share capital of Ush. 1 billion and currently operates through 3 net assets of Ush. 2 billion.The market segments i.e: Main Investment Market Segment of the USE currently has 16 listed 1. The Main Investment Market equities comprising of 8 Locally Segment (MIMS) Listed equities;

The MIMS is the main market for The Main Investment Market established and large companies Segment of the USE currently has looking to raise funding. The 16 listed equities comprising of 8 eligibility criterion on this segment Locally Listed equities; is stringent. Companies on this segment must have a minimum

5 UGANDA SECURITIES EXCHANGE LISTING PROFILE: The key to growth and creation of shareholder value

Code ISIN Company BATU UG0000000022 British American Tobacco Uganda BOBU UG0000000055 Bank of Baroda Uganda DFCU UG0000000147 Development Finance Company of Uganda Ltd NVL UG0000000162 Printing & Publishing Company Ltd SBU UG0000000386 Stanbic Bank Uganda NIC UG0000000758 National Insurance Corporation UCL UG0000000014 Uganda Clays Limited UG0000001145 Umeme Limited

It also has 8 Equity Securities which are cross listed from the Securities Exchange () as below: Code ISIN Company EBL KE0000000554 Equity Bank Limited KCB KE0000000315 Kenya Commercial Bank Group EABL KE0009081092 East African Breweries Limited JHL KE0000000273 Jubilee Holdings Limited KA KE0009081084 Kenya Airways NMG KE0000000380 CENT KE0000000265 Centum Investment Company Ltd UCHM KE0000000489 Uchumi Supermarkets Limited

2. The Fixed Income Securities lists other short-term financial Market Segment (FISMS) instruments such as treasury bills and commercial papers. It was introduced as a platform for fixed income securities. It aims at The Fixed Income Market Segment providing a separate independent currently 6 corporate bonds and 39 market for companies wishing to Government of Uganda Treasury raise financing through issuance Bonds listed. and listing of fixed income securities such as treasury bonds, corporate bonds, preference shares and debenture stocks. It also provides the market for investors wishing to trade the above securities at the exchange. The segment also

6 LISTING PROFILE: The key to growth and creation of shareholder value UGANDA SECURITIES EXCHANGE

3. The Growth Enterprises Market platform enables SMEs to raise Segment (GEMS) substantial initial and ongoing capital, while benefiting from The Uganda Securities Exchange increased profile and liquidity launched the Growth Enterprise within a regulatory environment Market Segment (GEMS) in designed specifically to meet their recognition of the fundamental needs. The eligibility criteria for role of “Small and Medium Sized raising financing through the GEMS Enterprises” (SMEs) as a major are significantly less stringent driver of our Uganda’s economy compared to those on the main and ultimately the overall financial investment market segment above. system of Uganda. The GEMS

Performance of listed companies from date of listing

The individual companies’ capital gains from their respective dates of listing is shown in the table below: Company üüüüüüü Number of shares Market Value of Market Value of Capital Gains as as at 31 December the Company at Company at 31 at 31 December 2016 IPO (Ushs) December 2016 2016 (Ushs) 1 Uganda Clays Limited (UCL) January 18, 2000 900,000,000 20,000,000,000 9,900,000,000 -50.50% 2 Umeme Limited (UMEM) November 30, 2012 1,623,878,005 397,850,111,225 795,700,222,450 100.00% 3 DFCU Limited (DFCU) October 14, 2004 497,201,822 45,742,567,670 382,845,402,940 736.96% 4 BAT Uganda Limited (BATU) June 28, 2000 49,080,000 49,080,000,000 1,472,400,000,000 2900.00% 5 Bank of Baroda Uganda (BOBU) September 2, 2002 2,500,000,000 240,000,000,000 310,000,000,000 29.17% 6 New Vision Limited (NVL) December 16, 2004 77,500,000 10,200,000,000 42,237,500,000 314.09% 7 NIC Holdings Limited (NIC) March 25, 2010 1,415,541,942 18,174,600,000 16,986,503,304 -6.54% 8 Stanbic Bank Limited (SBU) January 25, 2006 51,188,668,700 358,320,680,900 1,279,716,717,500 257.14% Total Market Capitalization (Local) 1,139,367,959,795 4,309,786,346,194 278.26% Source: USE Products & Markets Dept

capitalization. The above figures On the Main Investment Market indicate that the earnings growth Segment for Equities, the experienced by many of the listed annualised return based on the companies since their date of listing total market capitalization of the on the USE has translated into local listed companies from the meaningful value gains on the Stock Exchange, generating attractive risk year of the first listing in 2000 was adjusted returns for shareholders of 16%. Note that this return excludes these companies. cumulative dividends paid by the companies on annual basis. What advantages does listing offer you? During the same time frame, the capital gains return to shareholders of the various companies ranged The numerous potential advantages from 29.17% to 2,900%. Of all that a listing can confer to a the listed companies, only 2 company are well documented and experienced declines in market can be summarized as follows:

7 UGANDA SECURITIES EXCHANGE LISTING PROFILE: The key to growth and creation of shareholder value

Enhancing the market value of your for secondary equity financings, business: including private placements. Companies listed on a Stock Moreover, listed issuers often Exchange are typically worth tend to receive more favorable more than similar companies that borrowing terms from financial are privately held. The increased institutions. transparency that results from a listing, coupled with the compliance Increased visibility and prestige with listing rules, reduces the Going public enhances your uncertainty around performance company’s visibility. Greater public and hence increases the value of awareness gained through media a business. In addition, investors coverage, publicly filed documents are willing to pay a premium for and coverage of your stock by liquidity: the ability to easily buy or investment analysts can provide sell shares. your company with greater profile and credibility. Ultimately this will Private companies have limited result in a more diversified group of or no liquidity in most cases. The investors following your company, liquidity premium varies over time which may increase demand of your and economic conditions, but a company’s shares and thus increase reasonable estimate would be in its value. the 30 per cent range. This means Institutional investment that if two identical companies Listed companies are able to exist, one listed and the other not, attract professional or institutional the listed company will typically be investment as a result of the valued approximately 30 per cent increased transparency (availability more than the private company in of information) and trading the marketplace by investors. liquidity (ability to buy and sell shares, ease of entry and exit) of Daily liquidity means that insiders a public listing. Depending on the know the value of their holdings nature of the investing institution, more readily and accurately. This this can bring with it increased should constitute a powerful business credibility, stability and incentive for private companies to wider business networks. Having consider going public via a listing. institutional shareholders may also Access to capital and future financing increase the certainty of capital opportunities supply should you need additional Going public provides your capital in the future. company with equity financing opportunities to grow your business Liquidity for shareholders – from expansion of operations to Becoming a public company acquisitions. The issuance of public establishes a market for your shares will expand your investor company’s shares, providing your base and will help set the stage investors with a well organized,

8 LISTING PROFILE: The key to growth and creation of shareholder value UGANDA SECURITIES EXCHANGE transparent and regulated vehicle in which to trade their own shares. Create employee incentive Greater liquidity in the public mechanisms market can lead to better valuation Your employees can participate in than would be seen through private the ownership of your company and transactions. benefit from being a shareholder. Stock options and employee share Greater efficiency purchase programs are a good The requirement for more rigorous mechanism for compensating your disclosure tends to lend itself employees. Share options in a to better systems and controls, public company have an immediate improved management information, and tangible value to employees and greater operating efficiency of especially as a recruitment the business as a whole. incentive.

WHY LIST ON USE?

Access to an organized, transparent and regulated market with a history of strong and consistent performance

The USE has witnessed a major Other potential advantages include: overhaul of its operational, technological and regulatory Growing share ownership base infrastructure since its inception The success of your capital raising in 1997. It operates in line with depends on the ability to generate international standards. Choosing investor interest and to gain the to list your company on the USE necessary spread of shareholders. will potentially provide you with The USE is gradually forging its a host of advantages, including way in the development of a share access to an organized, transparent ownership culture, in Uganda and regulated market with a while simultaneously reaching out history of strong and consistent to international investors. More performance. The USE’s trading than 25,000 investors already hold platform also offers both local and shares in companies listed on the foreign companies the possibility Main Investment Market Segment. to list and trade their securities in local currency. The flexibility of our Our target is to reach the 250,000 trading and clearing platform gives shareholder level by 2020. the USE a competitive edge and positions the USE as an attractive Exchange for international investors.

9 UGANDA SECURITIES EXCHANGE LISTING PROFILE: The key to growth and creation of shareholder value

Reaching out to international • Market turnover, a measure of investors trading activity on the MIMS, As one of the leading frontier has grown more than four-fold African markets, the USE is able • Market capitalisation (value of to attract international investors. listed companies on the Main Over 90 per cent of the USE’s daily Investment Market Segment) turnover is currently accounted for has increased three-fold. by international investors; access to these investors can improve World class market technology the profile and demand for your The USE’s markets are driven by company’s stock and provide you leading edge electronic trading, with a globally-based valuation. settlement and depository systems. USE is one of the few African Strong long-term growth exchanges to provide an integrated The USE has experienced strong, trading infrastructure which long-term growth in many of the operates in line with international key indicators of market quality and standards. size. Over the last five years:

CONSIDERATIONS FOR GETTING LISTED ON USE

Listing your company on USE managers prepared for greater constitutes an important strategic disclosure, accountability and decision and requires the directors transparency after listing? and managers to gauge the • Is the organisation’s culture organisation’s preparedness for ready for listing? listing by thoroughly addressing the following key considerations: • Are the key management positions filled and are • What are the organisations strategies in place to retain key long-term goals and strategies? employees and key customers? • Is there a well-developed • Are the operational, financial plan that identifies potential and management information revenue, income and necessary systems sufficiently robust for resources to sustain success? a listed company? • Is the management team • Is the market size for the experienced and balanced with company’s product or service sufficient directors and senior sufficient to attract broad executives with a proven investor interest? track record of successful management? • Is your company profitable or has its product reach • Are directors and senior commercialization with

10 LISTING PROFILE: The key to growth and creation of shareholder value UGANDA SECURITIES EXCHANGE

evidence of market divestments, and recruitment acceptance? of new directors or senior management should be completed • Is the timing right for a listing, prior to listing. in terms of both the business and of market conditions? Cultural Changes • Do you understand what Listing entails a significant change investors and the market to the culture of an organisation, expect and require from you? and needs to be supported by an appropriate culture change • Are you ready to open your programme where employees and company to the discipline of key management personnel are the capital market? trained to adjust to the behavioural norms of a listed company. Key Your answers to the above management personnel of a questions will help you listed company should amongst address the following other responsibilities, understand key considerations before you the need to make prompt begin the listing process: announcements of material information to the market. Appointment of Advisers Valuation Professional advisers can play Striking the appropriate market a major role in making your value of your business is central to company’s listing a success. They the success of a listing. If funds are can assist you in the preparation of to be raised, the admission documents including, but not limited to legal, accounting, The pricing of the shares to be issued valuation or due diligence. Most should be sufficiently attractive companies start with their existing from an investors’ perspective accounting firms or their financial without unduly penalizing existing / legal advisers who may possess shareholders’ from a dilution the necessary skills and expertise standpoint. Also, the value of the to advise on the admission process. business might be affected by any corporate restructuring and board Structural Changes appointments made in the run up A listing may warrant a number of to listing. It is advisable early in the important changes to the board, process for you and your advisers the operations of the business, to undertake some basic financial the corporate structure or your analysis to come up with a realistic company’s constitution with a but attractive valuation of your view to optimizing the benefits company. from your listing. Any acquisitions,

11 UGANDA SECURITIES EXCHANGE LISTING PROFILE: The key to growth and creation of shareholder value

THE LISTING PROCESS – STEPS TO GETTING LISTED

The timetable for listing, from the What’s involved? time you make the decision to list to the actual listing is influenced by The importance of well preparing a number of variables such as the the run-up period to listing should vibrancy of the market conditions, not be underestimated. Detailed the readiness of investors to preparatory work undertaken by invest in your company’s shares, management prior to appointing the complexity and size of the advisers may save a significant transaction, how quickly the listing amount of time and money. documentation can be prepared and how quickly funds are received Pre IPO structuring matters for from investors. The time taken to consideration include a review of list can range from three months the board composition, determining to a year, with six months being the ideal legal structure for the typical. float and identifying the businesses within the group that will be included or not included.

Appoint and consult with advisers: Underwriters, stockbrokers Investment Advisers STEP 1 Reporting Accountants Lawyers Any other Experts Talk to USE and CMA STEP 2 Preliminary stages – guidance on general IPO process Advanced stages – guidance on USE Listing Rules Preparation of Prospectus/Listing particulars Detailed company examination carried out by: Management, STEP 3 Company directors Appointed advisers Underwriters Lodge prospectus CMA and information memorandum with USE & Apply to STEP 4 list

Listing application reviewed by Business Conduct Committee and conditional STEP 5 approval granted by the USE

IPO period STEP 6 (Average of 6 to 8 weeks) Admission to USE MIMS or GEMS STEP 7 (Subject to successful capital raising & other conditions) Commence trading STEP 8 Official quotation of the Company’s securities

12 LISTING PROFILE: The key to growth and creation of shareholder value UGANDA SECURITIES EXCHANGE

MAXIMISING THE SUCCESS OF YOUR LISTING

Once your application for listing had register. been considered and conditionally approved by the Business Conduct/ Broker websites Listings Committee of the USE, You can request brokers to there are a number of initiatives place information about your that you need to undertake to public offering on their websites, sensitize potential investors about providing the listing with a new your listing. Initiatives you may distribution channel at a relatively wish to pursue include: low cost. Brokers are often willing to do this as it offers their clients a Advertising new investment opportunity. This may take the form of Press Conferences and advertising in Other websites appropriate magazines to increase There are a number of websites awareness of your listing and that can be used in providing convey key messages about its information on upcoming offerings benefits. However it is important on USE, including USE’s own to bear in mind that the Capital website www.use.or.ug. Many such Markets Authority Act places websites also have distribution lists certain restrictions on pre & post to wide potential investor audiences prospectus advertising. advising them of upcoming listings. Having a presence on these Roadshows websites can generate interest in Consider visiting financial your float from retail investors. institutions to encourage investment in your company. Press Presentations to brokers or financial Journalists actively look for IPO planners on the benefits and risks stories. Providing story ideas and of investing in your company information about your listing can provide them with the opportunity lead to newspaper and magazine to understand your business and coverage of your listing. consider the investment for their clients. How USE informs the market about your listing Broker distribution All listings on the USE require In addition to providing you with the services of a stockbroker. access to the capital market Stockbrokers can significantly and subsequent trading in your contribute to the success of the stock, USE offers a number of distribution of a company’s shares. complementary services designed Using the services of a broker can to enhance the success of your enhance the level of capital raised listing pre and post listing day. and spread of investors on your

13 UGANDA SECURITIES EXCHANGE LISTING PROFILE: The key to growth and creation of shareholder value

The USE website offers from www.use.or.ug providing a extensive information to the direct link to their own websites investment community, including to generate greater awareness of information about listed entities, upcoming listings. USE’s trading announcements to the market, system, provide live data feed on and other products and services. listed companies’ share prices, and Listed companies can also benefit volume traded etc.

OPERATING AS A LISTED COMPANY

Operating as a listed company opens communicate with you. up new growth opportunities to your company, but also entails new Investors are interested in a well obligations. As a listed company run business with sound objectives; on one of the USE markets (MIMS, they are focused on what makes a GEMS or FISMS) you will be able good company when developing to enjoy the advantages currently their investment portfolio. available to 15 other USE - listed Characteristics of a ‘sound’ companies. Your ability to turn to company generally include: the market for capital raising now gives you greater ability to fund 1. Balance sheet strength – future growth or acquisitions. ability to plan and fund long Your company will have a higher term capital expenditure and profile in the media, the investment acquisitions community; both in Uganda and 2. Management strength – good overseas. Institutions will now be track record and vision to carry more likely to consider investing in out the strategy your company, given the increased transparency and the ease of 3. Product/service strength – trading a USE listing brings. growth potential over and above the economic cycle To fully tap the potential that a 4. Shareholder strength – listing presents, you will need to diversity in shareholder base. communicate to the market and Achieving these four characteristics promote yourself to the investment requires the commitment of a community on an ongoing basis and considerable amount of time and importantly listen to the messages energy. However, a company with the market is communicating to these characteristics is more likely you. These messages can come to achieve healthy liquidity and via changes in your share price, as demand for its shares. It’s very well as directly from events such important to take a long-term view as the Annual General Meeting of your company’s progress on (AGM) where shareholders the market and not be constantly have the opportunity to directly fixated on your share price. There

14 LISTING PROFILE: The key to growth and creation of shareholder value UGANDA SECURITIES EXCHANGE are factors beyond a company’s Continuous Disclosure control that can influence both Part VI of the USE Listing Rules the level of demand and the 2003 and Part II Rule 15 are key share price, including the current rules imposing a general obligation economic climate, speculation over on listed companies to disclose a potential corporate transaction material information as well as and media speculation. In addition, requiring the release of specific the proportion of your company’s information. The general disclosure shares held by external investors, obligation requires companies to known as ‘free-float’, can also immediately release to the market affect the demand of and value for any information which a reasonable your shares. The higher the level of person would expect to have a free-float the higher the volume of material effect on the price or value shares available for trading. of its shares.

Continuing obligations There are some specific exceptions with regard to providing confidential There are continuing obligations information. USE may also require of being a USE listed company, a company to provide information relating mainly to compliance with for release to the market in order the USE Listing Rules. to correct or prevent a false market. As a guide, a false market USE Listing Rules is a market trading on incorrect or incomplete information, regardless of the source of the information. The USE Listing Rules 2003 and the GEMS Rules 2012 govern the Periodic Disclosure initial listing of a company, and In addition to continuous disclosure also set out the requirements that obligations, USE listed companies must be met for a listed company are required to submit certain to maintain listed status on reports at regular intervals: USE. They set out the minimum standards of behavior that are • Half Yearly Reports; aimed at ensuring the market • Annual Reports; and is fair, orderly and transparent. These rules also govern disclosure and some aspects of a company’s For more details on the USE conduct. Compliance with USE Listing Rules please visit the Legal Listing Rules and the GEMS Rules & Regulatory section of the USE is a requirement for admission to, website on www.use.or.ug and remaining on the MIMS and on the GEMS respectively. The Listing Rules and the GEMS Rules are binding contractually, and are also enforceable under the CMA Act.

15 UGANDA SECURITIES EXCHANGE LISTING PROFILE: The key to growth and creation of shareholder value

Ensuring the integrity of the Rules 2016, SCD Rules and Market Guarantee Fund procedures which are in place to ensure USE’s continued success depends fair, orderly and transparent on its ability to maintain a high markets level of market integrity. A market • Constant and vigilant of high integrity inspires confidence supervision of the market among investors, brokers, companies, regulators and the • Active pursuit of technological broader community. The reputation improvements to meet Market of USE’s markets for fairness and Participants’ requirements integrity is very important to USE. for system reliability, For Uganda to remain an attractive performance, capacity and place to raise capital it is vital that cost effectiveness; and listed entities seeking funds and • Close cooperation with investors looking to trade can regulators, especially the CMA. participate in our markets with confidence. This confidence is promoted by the way that USE’s Corporate Governance supervision of its markets maintains an appropriate balance between Market integrity and a high standard supporting market integrity and of corporate governance are closely minimizing listed companies’ costs linked. Underlying USE’s approach of compliance with USE’s Operating to governance is its commitment to Rules. Getting the right balance disclosure. USE believes disclosure, here also keeps costs of capital low. in an orderly and timely fashion, is the best way to equip investors USE promotes market integrity in a with the information they need number of ways including: to judge the suitability of their • Through the USE operating investment, and to provide listed rules, which comprise the USE companies with the flexibility they Listing Rules and the GEMS need to carry out their business Rules, USE Equity Trading successfully.

CRITERIA FOR LISTING ON USE’S MARKETS, LISTING FEES & USE MEMBER FIRMS

The Listing Rules and the GEMS On either the MIMS, FISMS or Rules lay down the specific the GEMS. To be eligible to list requirements with regard to on either market, your company companies seeking a listing should satisfy the minimum criteria set out in part V, Rules 33 and 36 of

16 LISTING PROFILE: The key to growth and creation of shareholder value UGANDA SECURITIES EXCHANGE the USE Listing Rules 2003 or Part and the GEMS are summarized as II, Rule 4 of the GEMS Rules. The follows: key criteria for listing on the MIMS

ELIGIBILITY CRITERIA FOR LISTING EQUITY SECURITIES Requirement Criteria for MIMS Criteria for GEMS

Minimum authorized issued and fully No Minimum authorized issued and Size: Share Capital paid up share capital of Ush. 1 billion. fully paid up share capital.

Immediately before the IPO should not No Minimum Net Assets Size: Net Assets be less than Ush. 2 billion. immediately before the IPO. Published audited financial statements for a period of at least 5 years. Statement of financial position for Track Record, the company if one year old or less. profitability and +ve profits after tax attributable to future prospects shareholders in at least 3 of the last 5 Reflect good growth potential. completed accounting periods prior to listing. Following the IPO at least 20% of Following the IPO at least 20% of the shares must be held by not less Minimum the shares must be held by not less than 100 shareholders excluding Shareholding than 1000 shareholders excluding employees/family members of the employees. controlling shareholders.

* Both markets offer flexibility time of submitting the application as regards the number of documents. For additional shareholders and percentage in information, refer to the USE public hands should an applicant, Listing Rules 2003 or the GEMS in specific circumstances, not Rules which can be accessed on our meet these requirements at the website.

ELIGIBILITY CRITERIA FOR PUBLIC OFFERS ON THE FIS AND LISITING ON FISMS Requirement Listing and All fixed income securities (FIS) except for commercial papers shall transferability of be listed, freely transferable and not subject to any restrictions on securities marketability or pre-emptive rights. No Min. authorized issued and fully paid up share capital, and net Size: Share Capital assets of 2 billion immediately before the IPO. • If the issuer is subject by law to a regulatory authority, the issuer must obtain a certificate of no objection from the relevant regulator. Certificate of Comfort • Where there is a guarantor and in the event that the guarantor is a bank or insurance company licensed to operate in Uganda, the consent of the relevant regulatory authority shall be required.

17 UGANDA SECURITIES EXCHANGE LISTING PROFILE: The key to growth and creation of shareholder value

LISTING FEES OUR MEMBERS The following Securities Central The USE offers listing fees that are Depository Agents (SCDAs) are set at very competitive levels. licensed to act as both broker/ dealers and Market/Investment An application fee of Advisors: UShs4,000,000 is charged for a company seeking a listing on the i) African Alliance (Uganda) Ltd, MIMS and an application fee of ii) Baroda Capital Markets (U) UShs 2,000,000 for a company Ltd, seeking a listing on the GEMS iii) Crane Financial Services (U) Initial Listing fees are charged at Ltd, a rate of 0.2% of the value of the iv) Dyer & Blair (Uganda) Ltd, securities to be listed subject to v) Equity Stock Brokers (U) Ltd, a minimum of Ushs4,000,000 for vi) Crested Capital, companies seeking to list on the MIMS or at a rate of 0.1% of the vii) SBG Securities Limited and value of securities to be listed for viii) UAP Financial Services companies seeking to list on the Limited GEMS . The following Securities Central Annual fees are payable by every Depository Agents (SCDAs) are listed company depending upon licensed to act as Custodians: their market capitalisation. For i) Stanbic Bank Uganda more information, please refer ii) Standard Chartered Bank to the tables set out in the Fees, Uganda charges and penalties Rules 2012. iii) KCB Bank Uganda iv) Limited

18 HOW TO LOG INTO USE EASY PORTAL

• Go to the Easy Portal web page, scd.use.or.ug • Select create an Account • Read terms, select accept and continue • Insert your SCD Account Number and the email address used when opening your SCD account. Click continue. • A password will be sent to your email. NEW CUSTOMERS • Log into your email and retrieve your one-time password. (Note; for some email providers please check junk/spam) Visit the link to easy portal http://scd.use.or.ug • Use the password and other details as prompted to log in • You have to set a new password to continue. • You will be prompted to log in afresh with the new password.

• Go to the Easy Portal web page, scd.use.or.ug • Select “Reset” your password • Select accept and continue • Insert your SCD Account Number and the email address used when opening your SCD account. Click continue. • A password will be sent to your email. ALREADY UGANDAEXISTING SECURITIES• EXCHANGE Log into LIMITED your email and retrieve your one-time password. UAPCUSTOMERS Nakawa Business Park, Plot (Note; 3-5, for New some Port emailBell providers please check junk/spam) Road, Block A, 4th Floor. P. O. Visit Box 23552,the link Kampala. to easy portal http://scd.use.or.ug Telephone:• 0312 Use (370the password 815 | 370 817 and | 370other 818) details as prompted to log in Email: •[email protected]. You have Website to set a : newwww.use.or.ug password to continue. • You will be prompted to log in afresh with the new password UGANDA SECURITIES EXCHANGE LIMITED UAP Nakawa Business Park, Plot 3-5, New Port Bell Road, Block A, 4th Floor. P. O. Box 23552, Kampala. Telephone: 0312 (370 815 | 370 817 | 370 818) Email: [email protected]. Website : www.use.or.ug