2023-11-10
Added · Updated
The Securities and Exchange Commission of Pakistan mandates revised timelines for the approval and listing of securities, reducing the total processing time to 29 working days for both Fixed Price and Book Building methods. The new framework requires Consultants to the Issue and Issuers to submit applications simultaneously to the Pakistan Stock Exchange and the Commission, with specific deadlines for regulatory review, public comments, and due diligence certification. Stakeholders must adhere to these strict schedules, which include a 14-day approval phase and a 15-day post-approval phase, contingent upon the submission of complete documentation and quality prospectuses.
# Securities and Exchange Commission of Pakistan
## Securities Market Division
No. SMD/CIW/Misc./09/2015 Islamabad, November 8, 2023
Circular No. **16** of 2023
## Adoption of revised timelines for approval of IPO application and listing of Securities.
To simplify and streamline the Initial Public Offering (IPO) and listing process, the Securities and Exchange Commission of Pakistan (SECP) has reduced the overall IPO timelines in consultations with market participants and the securities exchange. The revised timelines will optimize the capital formation function of the securities exchange by enabling potential issuers to fulfil their capital raising needs in an efficient and timely manner.
For this purpose, the SECP in exercise of the powers conferred under section 172 of the Securities Act, 2015 hereby notifies the revised timelines attached as **Annexure-A** for immediate adoption by all stakeholders, including the Pakistan Stock Exchange Limited, Consultants to the Issue (CTI), Issuers, Book Runners and other market participants.
All stakeholders are advised to strictly adhere to the revised timelines in true letter and spirit.
Abdul Rehman Warraich
Commissioner (SMD)
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## Annexure-A
### i. Fixed Price Method
| Steps Involved | Role of different parties | Timeline in working days |
|----------------|---------------------------|--------------------------|
| Submission of the IPO/ Prospectus application | CTI/Issuer to simultaneously submit IPO application signed by the CEO to the PSX and SECP through PRIDE. | 0 |
| Public Comments Period | On receipt of application, PSX to place prospectus on its website for seeking public comments. | |
| Regulatory Review Period | From the date of placement of prospectus on website for public comments, parallel review of SECP and PSX to evaluate the IPO application; and convey deficiencies/comments to CTI/Issuer for incorporation in the prospectus. | 5 working days |
| Response period | CTI/Issuer to address the public comments, deficiencies and observations of the Regulators and submit revised updated prospectus along with a **due diligence certificate** certifying that all issues have been addressed.<br>If some issues are not addressed, the CTI shall highlight list of those issues in the due-diligence certificate along with rationale for not addressing the same. | 5 working days |
| PSX approval | On receipt of due diligence certificate, PSX to convey its decision to the CTI, Issuer and SECP. | 2 working days |
| SECP approval | On receipt of PSX approval, SECP to convey its decision to the CTI, Issuer and the PSX. | 2 working days |
| **Total Approval Time (A)** | | **14 working days** |
### Post Approval timelines involving Fixed Price Method
| Steps Involved | Role of different parties | Timeline in working days |
|----------------|---------------------------|--------------------------|
| Dates for publication of Prospectus | CTI to apply and obtain dates from PSX for publication of prospectus. | 1 working day |
| Publication of Prospectus and placement on Website | i. CTI to publish the prospectus in one English and one Urdu newspaper.<br>ii. Placement of the prospectus on website of the Issuer, Securities Exchange and Consultant. | 1 working day |
| Public Subscription | As per Securities Act, prospectus has to be published in newspaper not less than seven days and not more than thirty days before the public subscription.<br>**Public subscription dates to be decided keeping in view requirements of the Securities Act, 2015.** | 7 working days |
| Steps Involved | Role of different parties | Timeline in working days |
|---|---|---|
| Refunds/Credit of securities | i. Processing of refund applications. <br> ii. Credit of securities. <br> iii. Central Depository Company (CDC) to confirm that securities have been credited. | 5 working days |
| PSX to issue listing notification | PSX to issue notification for listing of securities. | 1 working day |
| Total Post Approval Time (B) | 15 working days | |
| Total IPO Time (A+B) | 29 working days | |
| Note: These timelines are subject to submission of quality Prospectus and complete documents along with requisite disclosures by CTI. |
ii. Book Building
| Steps Involved | Role of different parties | Timeline in working days |
|---|---|---|
| Submission of the IPO/Prospectus application | CTI/Issuer to simultaneously submit IPO application signed by the CEO to the PSX and SECP through PRIDE. | 0 |
| Public Comments period | On receipt of application, PSX to place prospectus on its website for seeking public comments. | 5 working days |
| Regulatory Review Period | From the date of placement of prospectus on website for public comments, parallel review of SECP and PSX to evaluate the IPO application; and convey deficiencies/comments to CTI/Issuer for incorporation in the prospectus. | |
| Response period | CTI/Issuer to address the public comments, deficiencies and observations of the Regulators and submit revised updated prospectus along with a due diligence certificate certifying that all issues have been addressed. <br> If some issues are not addressed, the CTI shall highlight list of those issues in the due-diligence certificate along with rationale for not addressing the same. | 5 working days |
| PSX approval | On receipt of due diligence certificate, PSX to convey its decision to the CTI, Issuer and SECP. | 2 working days |
| SECP approval | On receipt of PSX approval, SECP to convey its decision to the CTI, Issuer and the PSX. | 2 working days |
| Approval Time (A) | 14 working days | |
| Post approval timelines involving Book Building |
| Steps Involved | Role of different parties | Timeline in working days |
|---|---|---|
| Dates for publication of Prospectus | CTI to apply and obtain dates from PSX for publication of prospectus. | 1 working day |
| Publication of Prospectus and placement on Website | i. CTI to publish the prospectus in one English and one Urdu newspaper. <br> ii. Placement of the prospectus on website of the Issuer, Book Runner, Securities Exchange and Consultant. | 1 working day |
| Registration of bidders | Book runner to register the bidders. | 2 working days |
| Bidding period | Bidders to enter the bid into the book building system. | 2 working days |
| Publication of supplement to the Prospectus and processing of Refund applications | Issuer to publish the supplement to the prospectus in the newspaper. <br> Book runner to refund the money to unsuccessful bidders. | 1 working day |
| Public Subscription period | As per Securities Act, prospectus has to be published in newspaper not less than seven days and not more than thirty days before the public subscription. <br> Public subscription dates to be decided keeping in view requirements of the Securities Act, 2015. | 2 working days |
| Refunds/Credit of securities | i. Processing of refund applications. <br> ii. Credit of securities. <br> iii. CDC to confirm that securities have been credited. | 5 working days |
| PSX to issue listing notification | PSX to issue notification for listing of securities. | 1 working day |
| Post Approval Time (B) | 15 working days | |
| Total IPO Time (A+B) | 29 working days | |
| Note: These timelines are subject to submission of quality Prospectus and complete documents along with requisite disclosures by CTI. |