How to list on the Junior Market

Jamaica Stock Exchange Junior Market

Process for Admission

Public Limited Company

For a company to be listed it must be incorporated as a public limited company, in Jamaica or elsewhere in the CARICOM region. NOT AN ASSOCIATE OF ANY LISTED COMPANY, OR PRIOR HISTORY OF LISTING

• The company must not been previously listed on the Main Board of the JSE, or on the main trading platform of any other stock exchange
• The company is not an “associate” (including a subsidiary) of any company listed on the Main market any main trading platform.

Minimum and Maximum Capital and Number of Shareholders

Must have participating equity capital of not less than J$50m and not more than J$500m following its Initial Public Offering (IPO) and during its life on the Junior Market. In addition, each such company must have at least 100 new participating voting shareholders holding in aggregate at least 20% of  the issued equity share capital.

Tax Incentives of Listing

Companies  that  list  on  the  Junior  Market  will receive a full Income Tax holiday for the first five (5) years  after  listing and  a 50%  Income  Tax holiday in year 6 – 10. Visit the JSE’s website for further details.

Appointment of A Mentor

Unless the JSE agrees otherwise, prospective companies MUST appoint a mentor who will act as a compliance adviser to the Board of Directors. The mentor must be a suitably experienced person, and she/he must enter into the standard form Mentor Agreement and be approved by the JSE for the purposes of the Company’s admission to the Junior Market.

Appointment of A Board of  Directors

1. Prospective companies MUST appoint a Board of Directors that is suitably
   experienced as a collective, to govern and represent the company and…
2. Appoint advisers: auditor, broker and attorney b. Confirm compliance with
   tax legislation and financial reporting requirements
3. Draft prospectus (can be based on business plan) with advisers
4. Submit prospectus and other shelf documents to JSE for review at least 21
   days before admission
5. Register prospectus with   the   Companies Office of Jamaica and FSC
6. Launch Initial Public Offering with its brokers

Publication and  Availability of Prospectus

An eligible company shall, for the purposes of initial admission, publish in Jamaica a copy of  its prospectus, at least seven (7) days before the Initial Public Offering is open for subscription. Such publication must be effected by uploading the document to the JSE’s website and by inserting a notice in a national newspaper in daily circulation in Jamaica indicating that the relevant prospectus is available on the JSE’s website.

Initial Public Offering

Prospective companies MUST issue participating voting shares in an Initial Public Offering (IPO) and raise at least J$50m and no more than J$500m. Where the invitation allows for subscription of new shares and sale of existing shares, a minimum of J$50M or 50% of the funds raised (whichever is greater) shall be for the benefit of the Company.

ONGOING COMPLIANCE REQUIREMENTS FOR COMPANIES ON THE JSE’s JUNIOR
MARKET:

1. Timely Financial Reporting

2. Announcement of Unaudited Quarterly Financial Information

3. Announcement of Audited Annual Financial Information

4. Timely Disclosure of Information to the Market

5. The company must disclose price sensitive information to the market. If the
   company is in doubt as to what needs to be disclosed, guidance is available
   from the JSE.
6. Payment of JSE Fees

7. Continuing compliance with the Junior Market Rules

Full details of all the requirements for admission and ongoing compliance for Junior Market companies are set out in the Junior Market Rules, which are available online at www.jamstockex.com  or email communications@jamstockex.com for more information.

Shelf Documents:

Available on the JSE website

• Admission Application
• Admission Agreement
• Declaration for Admission
• Mentor Agreement
• Company minutes (Board of Directors and shareholders) approving the
  application for admission to the Junior Market
• Sample prospectus for Initial Public Offering

Companies are encouraged to seek professional advice on the completion of some of the shelf documents (and in particular, on the company meeting minutes, and the prospectus) given their legal importance.