SECURITIES AND EXCHANGE COMMISSION OF PAKISTAN
Securities Market Division – Market Supervision & Registration Department
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No.SMD/CIW/Misc./08/2009
September 4, 2014
LIST OF DOCUMENTS TO BE SUBMITTED TO THE COMMISSION BY COMPANIES
ALONG WITH APPLICATION FOR APPROVAL TO ISSUE, CIRCULATE AND PUBLISH
PROSPECTUS
(For Debt Issues)
The following documents shall be submitted to the Commission along with application for approval to
issue, circulate and publish prospectus for an issue of any Debt Security:
S.#.
Name of Document
1.
Application under Section 57(1) or 62(1) of the Companies Ordinance, 1984 (the Ordinance) as the
case may be.
2.
Copy of application made to the Stock Exchange (s) under section 9 of the Securities and
Exchange Ordinance, 1969.
3.
Copy of the clearance letter from the concerned stock exchange(s).
4.
Copy, both in hard and soft form of the Prospectus/Offer for Sale Document (OFSD) duly cleared
by the stock exchange both in full and abridged Form with last page signed in original in the
manner as provided in Section 57(3) or 62(4) and duly witnessed and that of the advertisement, if
any.
5.
Affidavit, on Non-Judicial Stamp Paper, from the Chief Executive Officer (CEO) & the Chief
Financial Officer (CFO) of the Company and the Offerer (where applicable) on making of full, true
and plain disclosure of all material facts in the prospectus/OFSD and the supporting documents as
required under clause 30A of Part-I of section 2 of the Second Schedule of the Ordinance, duly
certified by the Oath Commissioner.
Note:- The affidavit shall also be disclosed in para 1.5 of the prospectus/OFSD.
In case of subsequent tranches, an undertaking/affidavit, on Non-Judicial Stamp Paper, from Chief
Executive to the effect that basic structure/features of the issue and/or instrument is/are in
consonance with the Prospectus approved by the Commission. If there is any change/deviation, it
should be clearly indicated in the said undertaking/affidavit.
Power of Attorney, on Non-Judicial Stamp Paper, in favor of the consultant(s) to the issue, if any,
duly certified by the Notary Public
6.
7.
8.
9.
Non-refundable application processing fee in the following manner:(i) In case total issue size including green shoe option, if any, is up to Rs.1 billion, a fee of
Rs. 100,000/(ii) In case total issue size including green shoe option, if any, is above Rs.1 billion, a fee of
Rs. 200,000/Note:- Fee shall be paid through MCB Bank challan forms ONLY.
Copy of Memorandum of Association and Articles of Association of the Company.
10.
11.
12.
13.
14.
15.
16.
Audited accounts for the last three years or for a shorter period if the Company is in existence only
for such period.
Undertaking on Non-Judicial Stamp Paper from the Balloter, Transfer Agent and Underwriter(s),
if any, that they fulfill all the conditions of rule-4 of the Balloters, Transfer Agents, and
Underwriters Rules, 2001 duly certified by the Oath Commissioner.
Undertaking on Non-Judicial Stamp Paper regarding no buy-back/re-purchase agreement
separately from each Underwriter and the Sponsors duly certified by the Oath Commissioner.
Copy of Form 29 duly certified from the concerned Company Registration Office.
Copy of only one Investor Agreement in full, if the terms and conditions of all the Agreements are
same, along with key pages of others.
Undertaking on non-judicial stamp paper, from CEO, Company Secretary or CFO of the Company
authorized by the Board of Directors to do so that they have fully disclosed in the
Prospectus/OFSD all legal proceedings pending in any court which may have an adverse material
impact on the business of the Company as required under clause 27 of the part-I of 2nd schedule to
the Companies Ordinance, 1984, duly certified by Oath Commissioner.
Any other document/information as may be required by the Commission for its own record or for
inclusion in the Prospectus/OFSD.
Additional Documents For Un-listed Public Companies:
17. Certificate from Auditors testifying subscription of sponsors’ equity.
18.
Form-3 Certified from the concerned CRO
Documents required after Approval, before Subscription:
19. Auditors certificate confirming receipt of proceeds of subscription of TFCs under Pre-IPO
placement, if any, three days prior to the public subscription date.
20.
Seven printed copies of the Prospectus/OFSD in magazine form and on CD along with copies of
all those newspapers in which the prospectus has been published within two days of such
publication.
Documents required after Approval, after Subscription:
21. Copy of the supplemental Trust Deed and Letter of Hypothecation, if any
22.
Report containing information about the public issue, publication of the Prospectus/OFSD,
subscription received, basis of allotment, refund made and related matters, within 30 days of the
closing of public subscription
23.
Statement regarding the payment of profit/interest on the Debt Security and redemption of the
principle amount, regularly on semiannual basis
Note: The documents submitted in the form of photocopy, must be certified by the Company Secretary or
the CEO.
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