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
- Prospective companies MUST appoint a Board of Directors that is suitably
experienced as a collective, to govern and represent the company and…
- Appoint advisers: auditor, broker and attorney b. Confirm compliance with
tax legislation and financial reporting requirements
- Draft prospectus (can be based on business plan) with advisers
- Submit prospectus and other shelf documents to JSE for review at least 21
days before admission
- Register prospectus with the Companies Office of Jamaica and FSC
- 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
- Timely Financial Reporting
- Announcement of Unaudited Quarterly Financial Information
- Announcement of Audited Annual Financial Information
- Timely Disclosure of Information to the Market
- 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.
- Payment of JSE Fees
- 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 firstname.lastname@example.org for more information.
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.