Region

Jurisdiction

Regulator

2017-01-01

Policy Guidance Note on Global Depositary Receipts (GDRs) and Global Depositary Notes (GDNs) in Kenya

This policy guidance note establishes the operational environment, listing requirements, and regulatory framework for Global Depositary Receipts and Notes in the Kenyan capital markets. It mandates clear roles for issuers, custodians, and depositary banks while defining eligibility criteria, disclosure obligations, and procedures for the issuance and cancellation of these securities. Furthermore, the document provides for regulatory oversight, risk management, and the applicability of the Capital Markets Act, including specific modifications to existing disclosure and corporate governance standards for foreign issuers.

Kenya

Capital Markets Authority Kenya

POLICY GUIDANCE NOTE ON GLOBAL DEPOSITARY RECEIPTS (GDRs) AND GLOBAL DEPOSITARY NOTES (GDNs) IN KENYA

July 2017

This Policy Guidance Note (PGN) is a publication of Capital Markets Authority (Kenya) and is to be used as a guide on the operational environment for GDRs and GDNs and to inform ultimate design of a comprehensive legal and regulatory framework. This PGN is issued pursuant to section 12A of the Capital Markets Act.

ARRANGEMENT OF PARAGRAPHS

1 - Definitions 2 - General requirements 3 - Responsibility for issuance of depositary receipts and notes 4 - Pre-listing requirements for in-bound depositary receipts 5 - Approvals for in-bound depositary notes and appointment of other parties 6 - Applicability of the Act and regulations 7 - Approvals for out-bound depositary receipts and appointment of other parties 8 - Approvals for outbound depositary notes and appointment of other parties 9 - Role of the issuer 10 - Role of the custodian 11 - Rights of investors 12 - Role of depositary bank 13 - Role of the central depositary 14 - Role of licensed brokers and investment banks 15 - Role of accountants 16 - Role of lawyers 17 - Role of investment banks and underwriters 18 - Role of the securities exchange 19 - Requirements for underlying securities 20 - Requirements for depositary securities 21 - Clearing and settlement 22 - Eligibility requirements for issuers 23 - Requirements for issuance of depositary receipts and notes 24 - Documentation requirements for issuance of depositary securities 25 - Contents of the prospectus 26 - Additional issue of depositary securities 27 - Policy on securities distribution and operational issues 28 - Risk management and allocation of responsibilities 29 - Trading and settlement of depositary securities 30 - Transfer of securities outside a securities exchange 31 - Cancellation of depositary receipts and notes 32 - Rights of holders of depositary securities 33 - Continuing Obligations 34 - Fees and other charges 35 - Notifications to the Authority 36 - Review and updating of the Guidance Note 37 - Clarifications from the Authority

[... The document continues with detailed sections 1 through 37 covering the definitions, requirements, and responsibilities outlined in the arrangement above ...]