Approval of additional issues securities

To regulate securities and raise capital

A prospectus submitted to the prescribed authority shall be accompanied by a statement showing the financial performance of the issuer and its subsidiaries during the preceding five financial years containing a breakdown between the more important business activities, together with an explanation of the reasoning for the breakdown, including but not limited to the following information:

  • the principal products produced or services rendered or to be rendered and the principal markets for and methods of distribution of the principal products and services;
  • a description of the status of the development of products or services (e.g., whether in the planning stage, whether prototypes exist, the degree to which product design has progressed or whether further engineering is necessary) and whether the development will require substantial investment; and the summary of research and development expenditures for the business shall also be provided;
  • in the case of a manufacturing enterprise, the sources and availability of raw materials and the extent of dependence on any single supplier;
  • the importance to the business activity and the duration and effect of all material patents, trademarks, licenses, franchises and concessions held;
  • the extent of dependence of the business activity upon a single customer or group of customers;
  • the seasonality, if any, of the business activity;
  • a description of the current level of backlogged orders and assignments for the business activity, the development of those orders and assignments over the past year and prospects for the backlogged orders or assignments;
  • the number of persons employed by the issuer in the business activity; and
  • a breakdown of the revenues of the business activity into those that arise from domestic sales and those that arise from exports of products or services, and information on them.

The directors of the issuer shall furnish to the prescribed authority a statement analysing the financial statements included in the prospectus, and other statistical data, that serves to explain the present and prospective financial conditions of the issuer, and the analysis shall include:

  • any trends, demands, commitments, events or uncertainties known to the directors that shall result in or are likely to result in material increase or decrease in the issuer’s liquidity;
  • the issuer’s material commitments for capital expenditures which indicate the purpose of those commitments, the anticipated source of funds needed to fulfill the commitments, the currency in which the commitments are denominated and any measures that the issuer plans to take to hedge any resulting foreign currency exposure;
  • the extent to which the issuer’s future operating results or financial condition are exposed to fluctuations in exchange rates or interest rates; information provided shall include information on all foreign currency borrowings or commitments denominated in a foreign currency, as well as indebtedness for which the interest rate payable is not fixed in advance;
  • material product developments, events, trends, competitive conditions expected and uncertainties known to the directors that may cause reported financial information not to be indicative of future operating results or of future financial conditions;
  • any unusual or infrequent events or transactions or any significant economic changes that have affected the amount of reported income for the audited financial statements that appear in the prospectus with emphasis on the latest financial statements included in them and a description of any other significant components of revenues or expenses that, in the issuer’s judgment, should be described in order to understand the issuer’s operational results;
  • to the extent that the financial statements appearing in the prospectus disclose material increases in net sales or revenues, an analysis of the extent to which those increases can be attributed to increases in prices or to increases in the volume or amount of goods or services sold or to the introduction of new products or services;
  • the impact of inflation and changing prices on the issuer’s net sales and revenues and on operating income for the three most recent financial years of the issuer or for such shorter period in which the issuer has been in business; and
  • future prospects of the issuer with respect to cash flow and profits.

The issuer shall also provide the following items to the prescribed authority:

  • a copy of its memorandum and articles of association;
  • a copy of all required authorizations with respect to its memorandum and articles of association and to the changes in its structure;
  • where applicable, a copy of proposed underwriting agreements and contracts, proposed agreements with securities exchanges for the listing of the securities to be offered (where appropriate), proposed agreements or contracts with a registrar; and
  • with respect to the public distribution of debt securities, a copy of the proposed trustee agreement, and a proposed contract with a guarantor where applicable.
  • Phone:+256 414 342 788, +256 312 264950 / 1, +256 772 589997
  • Physical Address:8th Floor, Jubilee Insurance Centre 14 Parliament Avenue
  • Postal Address:P. O. Box 24565 Kampala, Uganda
  • Jurisdiction:National
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