GHANA ALTERNATIVE EXCHANGE (GAX) DEFINITION The Ghana Alternative Exchange (GAX) is a parallel market focused on businesses with high growth potential. The GAX will accommodate companies at various stages of their development, notably start-ups and existing enterprises, both small and medium.

BENEFITS TO COMPANIES LISTED ON GAX Opportunity for securing long term equity capital Broaden investor base Provide transparency and liquidity for shareholders Incentives such as pre (initial public offering) IPO financing, underwriting, access to revolving fund to support the cost of raising capital and deferment of up-front fees. Application Fee – waived Listing fees-waived Annual membership fee of GHC 2,000

Listing Fees for the issuance of securities on the GSE’s main board The table in the next slide shows the primary listing fees that have been waived for companies seeking to list their shares on the GAX

Figure 1.00: Table of Fees for Primary Listing on the Ghana Stock Exchange Institution Minimum Maximum Criteria Discount Application Fees GSE GHC21,800 GHC75,000 MKT Cap. and membership of the GSE N/A Approval Fees SEC 0.05% Value of the Offer *Listing Fees 0.25% Cap. of new shares stated in offer document Maximum of 25% Admission Fees CSD GHC7,500 *Proposed Fees There is a CAP of 5% on all costs associated with listings.

CHARACTERISTICS The GAX shall have an autonomous five (5) member committee with oversight responsibility over its activities. Their responsibilities shall be to: Promotion of GAX Recommending of listing to the GSE council Enforcement of the rules

Composition of the Committee One (1)Small and medium scale entrepreneur Two (2) Representatives from the GSE council One representative from venture capital One representative who is an investment advisor

Apart from the above, GAX rule as laid out will ensure the following: Investor’s continuously have confidence in the market The issue and marketing of securities is conducted in a fair, open and orderly manner Potential investors and the public are given adequate information to make informed evaluation of an issuer Finally, upon admission, the issuer gives sufficient and timely disclosure of information to investors/ shareholders All holders of GAX securities are treated fairly and equally Directors of GAX companies act in the interest of its shareholders as a whole  

ROAD MAP/ GUIDELINES/ CHECK LIST Basic Conditions Issuer is a public limited liability company dully incorporated under the companies Act 1963 (Act 179) Issuer shall accept the continuous listing obligations which apply after the admission of its securities to the market (Reference-GSE Rule Book). Listing of shares shall be for all the shares of that class issued or to be issued by the prospective company Stated Capital Issuer shall have a minimum stated capital of GHC 250,000 (minimum) and GHC1, 000,000 (maximum) at the time of listing. If issuer is a rural bank, they shall have to conform to the standards of Bank of Ghana.

Stated Capital is the amount of capital that a company must hold in order to pay dividends and other payouts.  

Public Float The public float of applicant must constitute at least twenty five (25%) of its total number of issued shares Minimum number of public shareholders shall be twenty (20)   Period of Existence The company must have operated for at least one (1) year and have published or filled accounts in accordance with the companies Act, 1963 (Act 179) for at least the latest financial year Admission may be granted to a Start-up Company provided the applicants submit to the GAX a three (3) year business plan; this must be a viable and sustainable plan.

Profitability The company seeking listing on the GAX needs not have records of profits in the past, but must have the potential to make profits at least by the end of the third year of listing.   Transferability of Shares The securities for which listing is sought must be freely transferable, subject only to the restrictions imposed by the laws of Ghana Shares to be issued must be admitted to the Central Securities Depository (CSD). The company shall prior to listing appoint a transfer agent (also known as registrars) to handle corporate actions (example: dividend payments e.t.c.)   Listing of other transferable securities Subscription rights (ex. Rights issues) issued by a GAX company shall also be listed and traded on the GAX

Directors At least fifty per cent (50%) of the board shall be composed of non-executive directors and at least one (1) or approximately twenty-five per cent (25%) of the total shall be independent.   All executive and non-executive directors shall attend a directors’ induction program which shall be approved by the GAX Committee.   The character and integrity of the directors of the company shall be taken into account by the GAX Committee in assessing the application for admission to listing.   Management   Management should have requisite expertise in the core business of the GAX company.   The character and integrity of the management of the company shall be taken into account by the Committee in assessing the application for admission to listing on the GAX.

Sponsorship of Applicants for Listing   Licensed Dealing Members, Investment Advisors or Issuing Houses shall sponsor an application for listing on the GAX.   The sponsor shall:   ensure that all information which should be brought to the attention of the GAX Committee is provided; be responsible for filing with the GAX, all the documents needed to support the application; satisfy itself, on the basis of available information, that the applicant is suitable for listing;

Corporate Advisor An applicant shall appoint a corporate advisor whose responsibility shall include:   Advise and guide the directors of the GAX company about their obligations on an on-going basis ;   Provide the GAX with any information, in such form and within such time limits as the GAX Committee may require;   Liaise with the GAX on behalf of the company for which it acts where requested to do so; and   Inform the GAX when it ceases to be the corporate advisor to a GAX company.  

Methods for Listing Securities may be brought to the market by the following methods: Introduction An introduction is suitable where a company does not need to raise capital and has the minimum number of 20 shareholders. A pre-listing statement containing salient information about the company shall be required.   Public Offer An offer to the public may be an offer for subscription or an offer for sale. In an offer for subscription, members of the public are invited to subscribe for un-issued shares and the proceeds accrue to the company. In an offer for sale, existing shareholders invite subscribers to purchase their shares and therefore the proceeds accrue to the sellers. This method requires the publication of a prospectus, which must be approved by the Securities and Exchange Commission and registered with the Registrar of Companies.   Private Placement  A private placement is an offer of shares to selected parties where shares are “placed” or offered to subscribers by the company as the result of private negotiations.

Summary of Application Procedure   Once a company takes a decision to list, it shall proceed as follows:   Appoint a sponsor Sponsor submits application documents to the GAX If listing is by Introduction, the applicant company receives approval shares are credited in the CSD shares are listed on the GAX If listing is after an Offer, Applicant company completes offer Upon successful offer, applicant company receives approval from the GAX Committee Shares are credited in the CSD Shares are listed on the GAX    

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