Reporting Issuer Guidelines

Reporting Issuers
Guidelines
FINANCIAL SERVICES AUTHORITY
Bois De Rose Avenue
P.O. Box 991
Victoria
Mahé
Seychelles
Tel: +248 4380800
Fax: +248 4380888
Website: www.fsaseychelles.sc
Email: enquiries@fsaseychelles.sc
Version: 21 st January 2026

Table of Contents

1. INTRODUCTION ..............................................................................................................................3

2. SCOPE.............................................................................................................................................4

3. REGISTRATION OF CORPORATE ISSUERS..........................................................................................4

4. OFFENCES.......................................................................................................................................6

5. AMENDMENT OF REGISTRATION STATEMENT .................................................................................6

6. CESSATION OF OBLIGATION OF A REPORTING ISSUER......................................................................6

7. FILING OF ANNUAL REPORTS...........................................................................................................6

8. FILING OF OTHER REPORTS..............................................................................................................7

9. PRESS RELEASE ...............................................................................................................................7

10. CONTINUING DISCLOSURE OF OBLIGATIONS OF ISSUERS .................................................................8

11. SERVICE STANDARDS ......................................................................................................................8

12. REQUIREMENTS FOR THE REGISTRATION STATEMENT .....................................................................9
    ANNEX 1 ..............................................................................................................................................13

13. INTRODUCTION
    1.1 The Financial Services Authority (herein referred to as the “FSA” / “Securities Authority” /
    “Authority”) is issuing the Reporting Issuers Guidelines (“guidelines) in conjunction with the Securities Act 2007 (“Securities Act” / “Act”) with the aim to provide clarity and guidance with the registration of reporting issuers with the Authority.
    1.2 These guidelines sets out the regulatory requirements, procedures, and standards applicable to the
    registration of reporting issuers. It outlines the expectations regarding the preparation and submission of registration statements, the ongoing disclosure obligations, and the administrative processes governing compliance.
    1.3 Such a framework ensures transparency, fairness, and accountability, and provides a level playing
    field for all market participants. In the context of the Securities Act, 2007, all public companies that either offer securities to the public or have their securities traded on a securities exchange are required to register with the FSA as a reporting issuer.
    1.4 This requirement necessitates the filing of a comprehensive registration statement that discloses
    material information about the issuer, the securities offered, its financial condition, corporate governance, and other relevant details as specified by the Authority.
    1.5 These guidelines are also non-exhaustive, as they provide a summary of the Act, thus it is not
    intended to be comprehensive nor replace or override any legislative provisions.
    1.6 These guidelines are not intended to be comprehensive nor replace or override any legislative
    provisions. Therefore, insurers and other applicants are advised to read these guidelines in conjunction with the Securities Act, 2007.
    1.7 Enquiries related to the application of prospectus should be forwarded to the Authority:
    By post to: Director of Capital Markets & Collective Investment Schemes Supervision Financial Services Authority P.O. Box 991 Bois De Rose Avenue Victoria Mahé Seychelles By e-mail: capitalmarkets.supervision@fsaseychelles.sc Tel: +248 4 380 800 Fax: +248 4 380 888

14. SCOPE
    2.1 Section 4 (1) (d) and (i) of the Financial Services Authority Act, 2013 (“FSA Act”) permits the
    Authority to receive, review and determine applications and to develop appropriate regulatory and supervisory mechanisms for the efficient and effective administration of the Authority.
    2.2 As a result, to ensure consistency and accountability in the standards of applications, these
    guidelines highlight and establish the criteria required to be approved by the Authority for the reporting issuers.
    2.3 These guidelines aim to describe the role of issuer in relation to any securities. Issuers are a key
    participant within the capital markets legislative framework given that they provide opportunities for investment and enables the issuer to either expand, refinance their debts.
    2.4 In addition, issuers obtain its credibility given that they are subject to adhere to the securities
    regulatory framework either directly under the Authority’s supervisory role or the rules of a Securities Exchange.
    2.5 The FSA acknowledges the significant differences that exist in the organizational and legal
    structures of the applicants and the nature and scope of the business activities conducted. As a result, these guidelines serves as the minimum standards expected to be followed for submission of the exemption application.

15. REGISTRATION OF CORPORATE ISSUERS
    3.1 Lodgement Of Registration Statement
    3.1.1. All public companies by virtue of their securities being traded on a securities exchange or
    securities made available to the public through a securities offering, as determined by the Authority in accordance with the Securities Act, 2007 to be a public offer, are considered as a reporting issuer.
    3.1.2. Section 90 of the Act mandates that all public companies, as well as any company intending
    to offer securities to the public, must register with the Securities Authority as a reporting issuer and submit a registration statement in the prescribed form within ninety days of the relevant date, or within such other period as the Securities Authority may determine.
    3.2 Registration Fee
    Upon registration of a reporting issuer with the Securities Authority the following fees shall apply:
    Type of Fee Amount Explanation
    (a) registration of existing public company
    USD 1, 000 -
    (b) registration of company proposing to issue securities to the public 1/50th of 1% of offering amount to be raised Minimum USD 3,000. If 1/50th of 1% is greater, the greater amount will apply

3.3 Documents for Registration of a Reporting Issuer
The application submitted to the Authority for the registration of a reporting issuer must comprise of the following:
(a) Registration statement signed by at least one director or the Chief Executive Officer (or equivalent role) or Authorised Officer and shall incorporate the information prescribed in
section 12 of these guidelines
(b) Proof of payment for the registration fee as prescribed under Regulation Forms and Fees (c) As per the checklist of the registration form the following are to be provided together with the registration form:
(i) Registration statement
(ii) Certified true copy of constitutional documents (iii) Certified true copy of Audited Financial statement (from first audit conducted or past 5 years as applicable) (iv) Annual Report (from first report issued following going public or past 5 years as applicable) (v) Reporting Issuer declaration form
3.4 Administrative Procedure for Review of Registration of Reporting Issuers
Step 1:
The Authority acknowledges the registration documents within 1 working day of receipt and will subsequently review the registration documents submitted in its entirety. Step 2:
Within 30 working days of receipt of the registration documents, the Authority shall either confirm the registration of the reporting issuer or request for any additional information required. Depending on the type and volume of information being requested, the applicant shall be given between 7 to 14 working days to provide a response. Step 3:
Incomplete registration documents will be afforded a period of 30 days for resubmission. Applications not submitted within the 30 days cut-off period will be considered as closed. Should the applicant be interested in proceeding further, a new application shall be lodged together with the prescribed fee. Step 4:
The registration of the reporting issuer shall be deemed complete upon the FSA’s update of its register and publication of the relevant particulars on the FSA website.

4. OFFENCES
   4.1 Failure To Request Approval to make a Public Offer of Securities:
   Under section 85(3) of the Securities Act, no person may make a public offer of securities unless a compliant prospectus has first been submitted to and approved by the Securities Authority.
   4.2 Penalties for Non-Compliance:
   (a) Individual: Fine of US$100,000 (or equivalent in Seychelles rupees), or up to 3 years’ imprisonment, or both. (b) Company: Fine of US$200,000 (or equivalent in Seychelles rupees).
   4.3 Continuing Offence:
   Additional fine of up to US$500 (or equivalent in Seychelles rupees) for each day the offence continues after conviction.

5. AMENDMENT OF REGISTRATION STATEMENT
   5.1 A reporting issuer shall amend its registration statement annually so that the information
   contained is current as at the end of its most recent financial year.
   5.2 The FSA shall require that an amended registration statement is submitted to the Authority upon
   filing of the reporting issuer’s annual report and financial statement.

6. CESSATION OF OBLIGATION OF A REPORTING ISSUER
   6.1 Where a reporting issuer ceases to be a public company, it shall forthwith automatically cease to
   be a reporting issuer.
   6.2 The Authority requires a notification accompanied by the relevant supporting documents from the
   reporting issuer to be provided within 7 days of its decision to cease to be a public company.

7. FILING OF ANNUAL REPORTS
   Section 91 of the Securities Act, 2007 requires that a reporting issuer shall, within 4 months after the end
   of its financial year:
   (a) file with the Securities Authority a copy of its annual report containing such information as the Securities Authority may specify; and (b) forward to each holder of its securities such financial statements as the Securities Authority may specify.

8. FILING OF OTHER REPORTS
   A reporting issuer shall be required to file with the FSA such other reports in such form as the Securities Authority may specify.

9. PRESS RELEASE
   9.1 Issuance of press release
   9.1.1. Unless specifically authorized by the Securities Authority to the contrary, where a material
   change occurs in the affairs of a reporting issuer that is likely to have a significant influence on the value of the market price of its securities, the reporting issuer shall, as soon as practicable but in any event no later than 7 days after the change occurs, issue a press release, to be filed with the Securities Authority, authorized by a director of the issuer that discloses the nature and substance of the change.
   9.1.2. The Securities Authority shall consider what amounts to a material change and requires
   disclosure as follows:
   (a) any distribution of securities in Seychelles or in any other jurisdiction; (b) any change in the beneficial ownership of the issuer’s securities that affects or is likely to affect the control of the issuer; (c) any reorganization in capital, merger or amalgamation; (d) a takeover bid on its own securities or made on the securities of another issuer or issuer bid; or (e) any significant acquisition or disposition of assets, property or joint venture interests.
   9.1.3. For the purposes of this section, an acquisition or disposition is significant when the value
   of the asset, property or interest acquired or disposed of exceeds 10 per cent of the net asset of the reporting issuer.
   9.2 Exemption for issuance of press release
   9.2.1. A reporting issuer may choose not to issue a press release where:
   (a) the information concerns an incomplete proposal or negotiation; (b) the information comprises matters of supposition or is insufficiently definite such that it would be misleading to the market for it to be disclosed; (c) the information is a trade secret.

9.2.2. An exemption to not issue a press release shall not apply where the board of the issuer
reasonably believes that transactions in the securities have taken place or are likely to take place based on undisclosed information.
9.2.3. A request for authorization from the Securities for a reporting entity not to issue a press
release has to be submitted to the Authority within 1 day of the event occurring and duly providing the reason for the request not to issue the press release.
9.2.4. Where the exemption applies as specified above, the reporting issuer shall issue the press
release as soon as circumstances that justify non-disclosure end.
10. CONTINUING DISCLOSURE OF OBLIGATIONS OF ISSUERS
10.1 Every issuer of securities that are the subject of a public offer, or which are publicly traded, shall
keep the Securities Authority, members of the issuer, other holders of its securities and the general public informed as soon as reasonably practicable of any information relating to the issuer and its subsidiaries, if any, that:
(a) is necessary to enable them and the public to appraise the financial position of the issuer and of its subsidiaries; (b) is necessary to avoid the establishment of a false market in its securities; or (c) might reasonably be expected materially to affect the price of its securities.
10.2 For the purposes of this section, securities are publicly traded if, irrespective of when issued –

(a) They are traded on a licensed securities exchange; or (b) The Securities Authority so determines, having regard to the volume or frequency of trading in such securities.
11. SERVICE STANDARDS
11.1 The Authority’s Service Standards for processing the registration of corporate issuers, from receipt
of a completed application for consideration by the Authority, is thirty (30) working days.
11.2 It is important to note that this service standard will only be achievable if all the requisite
information/documents and payment are provided at the time the application is lodged. The Authority is not responsible for delays arising from the submission of incomplete applications. (a) The Authority shall not process the request for registration of a reporting issuer unless the required documents requested are duly provided. (b) Applicants will have a period of 30 days for re-submission of the application. (c) Applications not submitted within the 30 days cut-off period will be considered as closed and a new application would have to be lodged along with payment should the applicant remain interested in proceeding further with the application. This service standard is not exhaustive or binding on the Authority.

12. REQUIREMENTS FOR THE REGISTRATION STATEMENT
    12.1 General requirements
    12.1.1 The information disclosed in the registration statement must be disclosed in a true,
    complete and accurate manner. Thus, by signing the declaration statement of the registration statement and declaration form, the director(s), CEO or Authorized Officer confirm that the information disclosed is true, complete and accurate.
    12.1.2 An Authorized Officer is deemed as appointed by the FSA through means of providing
    the FSA with a letter signed by a CEO (or equivalent person) or a Director.
    12.1.3 All registration statements shall contain a declaration as per the form in Annex 1
    12.1.4 Any person involved in the preparation and submission of the registration statement
    who becomes aware of any significant material changes or new matters surfaced that may impact the reporting issuer or the registration statement, must immediately within 7 days inform the FSA of such change or matter arising.
    12.1.5 Notwithstanding the requirements in these Guidelines, the FSA may require the
    disclosure of other additional information in any particular case, where it is deems necessary.
    12.1.6 Mandatory statements that should be bold in the registration statement. For examples:
    “The Financial Services Authority is not liable for any non-disclosure on the part of the company and takes no responsibility for the contents of this document, makes no representation as to its accuracy or completeness, and expressly disclaims any liability for any loss or action in damaged suffered as a result of the contents of this prospectus.”
    12.2 Content of registration
    12.2.1 The registration statement must be prepared in a simple design and layout with an easy￾to-read font type and size and the information in a registration statement should be
    written and presented in an easily analysable, concise and comprehensible form in no other language than English, considering the requirements set out below, which are categorized into the following parts:
    (i) Legal name and trade name (if applicable) of Issuer (ii) Incorporation Details

• Jurisdiction of incorporation or establishment
• Date of incorporation
• Registration number
  “For information concerning risk factors, please refer to “risk factors” commencing on page [xx].”

(iii) Details of Principal Office

• Address, Telephone number, email, website (if available)
  (iv) Company Overview
  (v) Business Description
• History and development
• Key products/services/activities
• Market and competitive environment
  (vi) Business Strategy
  (vii) Principal Markets
  (viii) Recent Developments within the company
• Changes in management (key persons with significant roles)
• Investments decisions
• Regulatory compliance requirements
  (ix) Directors and Executive Officers
• Names, positions, biographies
• Shareholdings and compensation
  (x) Corporate Governance Practices
• Board committees
• Internal controls and risk management
• Management level governance responsibilities
  (xi) Fiscal Year-End
  (xii) Financial Information
• Audited Financial Statements (at least 2-3 most recent fiscal years)
  o Income Statement o Balance Sheet o Cash Flow Statement o Statement of Changes in Equity
• Interim Financial Statements (if more than 6 months have passed since fiscal
  year-end and not completed)

(xiii) Auditor Information

• Name and Address of Auditors
• Auditor’s Report
  (xiv) Material Changes and Subsequent Events
• Any significant changes since the last audited period
• Events post-interim period that could affect investor decisions
  (xv) Securities offered inclusive of
• Type and Class of Securities
• Number of Securities Being Registered
• Offering Price (or Pricing Formula)
• Use of Proceeds
• Plan of Distribution
  o Underwriters or agents, if applicable
  (xvi) Capital Structure inclusive of
• Authorized, Issued, and Outstanding Capital
• History of Share Capital Changes
• Rights, Preferences, and Restrictions
  o Dividends, voting rights, conversion features, etc.
  (xvii) Risk Factors
• Material Risks Related to the Business and Industry
• Legal or Regulatory Risks
• Risks Specific to the Securities Offered
  (xviii) Legal and Regulatory Matters
• Material Legal Proceedings
• Material Contracts/agreements
  (xix) Declaration statement
  Declaration statement by the Director, CEO or Authorized Officer confirming the accuracy and completeness of the registration statement as prescribed by the Authority. (xx) Contact details of contact persons in relation to the registration statement as follows:
• Name
• Position
• Telephone number
• Email address

12.3 Persons responsible for the registration statement
Persons responsible for drafting the registration statement should ensure that the information presented can be easily understood by ensuring that:
(a) Information is written in a clear and concise manner.
(b) Simple language is used. If possible, avoid using legal or financial jargon instead (use common words to explain your points, technical terms), unless same has been clearly explained/defined when first used. (c) Comparative information is meaningful and presented in a fair and balanced way; and (d) Important information is prominently presented.

ANNEX 1
FINANCIAL SERVICES AUTHORITY
REPORTING ISSUERS REGISTRATION FORM (PART 9, SECURITIES ACT, 2007)

1. INSTRUCTIONS
   1.1. Reporting Issuers are advised to indicate N/A wherever not applicable.

1.2. Companies are advised to provide a separate sheet whenever the space provided do not suffice.
2. COMPANY DETAILS
2.1. Company Name
2.2. Company or
Incorporation Number
2.3. Date of Incorporation
2.4. Registered Address
2.5. Principal place of
Business Address
2.6. Specify date for end of
financial year
2.7. Date of Listing (if
applicable)
2.8. Specify the name of
the Securities
Exchange you are listed on (if applicable)
2.9. Date of approval of
prospectus

3. CONTACT PERSON (S) DETAILS
   Full name Post Title/role with reporting issuer Address Telephone Number1 Email Address
4. DIRECTORS DETAILS
   Name Surname Address Telephone
   Number
   Email Address
5. SECURITIES IN ISSUE
   Security Type2 Listed
   (Yes/No)
   Amount/
   Quantity
   Value Date of
   Issuance
   /
   Listing
   Price of
   Security
   3 at date of initial issuance
   5.1. Share
   5.2. Debt
   1 Indicate Country code if not a Seychelles based number.
   2 Note: In the case of a share specify whether preferential/ordinary, in case of a Debt security state its maturity and interest and wherever not applicable please indicate N/A accordingly 3 State the price at initial issuance

5.3. Others (please specify)
6. DETAILS OF COMPANY SECRETARY
Name Name of
Contact
Person (If the company secretary is a legal person) Address Email Address Telephone Number Principal place of business Register ed Address
7. DETAILS OF LEGAL ADVISOR
Name Name of
Contact
Person (If the legal advisor is a legal person) Address Email Address Telephone Number Principal place of business Register ed Address
8. DETAILS OF AUDITOR
Name Name of
Contact
Person (If the auditor is a legal person)
Address Email
Address
Telephone
Number
Principal place of business
Register ed
Address

9. CHECKLIST OF SUPPORTING DOCUMENTS TO BE PROVIDED
   9.1. Registration Statement ☐
   9.2. Certified true copy of constitutional documents ☐
   9.3. Certified true copy of Audited Financial statement (from first audit conducted or past 5
   years)
   ☐
   9.4. Annual Report (from first report issued following going public or past 5 years as applicable) ☐
   9.5. Reporting Issuer declaration form ☐
   9.6. Fees (see below table for FSA’s Bank account details) ☐
   9.7. Organization structure and group structure (if applicable) ☐
   FSA’s Bank Account Details
   Account Name:
   Bank:

Address:
Account number:
Swift Code:
Financial Services Authority
Nouvobanq (SIMBC)
Francis Rachel Street
Victoria, Mahé
Seychelles
32002008797001
NOVHSCSC