Issuers whose securities or instruments can be traded on the GFIM shall include but not
limited to the following:
- Government of Ghana;
- Bank of Ghana
- local government authorities;
- other quasi-Ghana government institutions;
- public companies; and
- supra-national organizations
- The following securities or instruments when issued shall be admitted (listed) for trading
on the GFIM:
- Government of Ghana treasury bills, notes and bonds; and
- Bank of Ghana money market instruments.
- The following securities or instruments may be admitted (listed) for trading on the GFIM:
- quasi-Government of Ghana institutions‟ money market instruments, notes and
- corporate notes and bonds;
- local government bonds;
- supra-national bonds;
- repos; and
- other fixed income or money market securities
- quasi-Government of Ghana institutions‟ money market instruments, notes and
- The admission (listing) rules seek to achieve an appropriate balance between providing
issuers with access to the market at the earliest opportunity and ensuring that potential
issuers provide investors with adequate, accurate and timely information for the purpose
of enabling them to make an informed decision as to the value and merits of admitted or
- The admission rules are intended to ensure that investors have and can maintain
confidence in the market and that:-
- applicants are suitable for admission or listing;
- the issue and marketing of securities is conducted in a fair, open and orderly manner
and that investors have sufficient information to enable them to make a properly
informed assessment of the applicant, and of the securities for which admission
(listing) is sought;
- investors and the public are kept fully informed by issuers, and in particular that
immediate disclosure is made of any information that might reasonably be expected
to have a material effect on market activity of the admitted or listed security;
- all holders of admitted or listed securities are treated fairly and equally; and
- ssuers act in the interests of the holders of securities as a whole, particularly where
the public represents only a minority of the security holders or where securities are
- Where the debt securities are issued under a programme, the issuer shall list all r
tranches of the debt securities issued under that programme.
1) Securities to be admitted or listed on the GFIM must be sponsored by a GFIM Dealing
Member, an LDM, Investment Advisors, Issuing Houses or the Bank of Ghana as follows:
(a) Government of Ghana, Bank of Ghana and Cocoa Bills issued by the Bank of Ghana
– must be sponsored by the Bank of Ghana or the book builder; and
(b) Corporate security being issued by a small and medium sized enterprise (SME) in
which case the security is not above GH¢50 million, an LDM, Investment Advisor or
(c) All other securities by a GFIM Dealing Member..
(2) Where the applicant for listing and the sponsor have an associate company relationship,
an independent (and additional) sponsor shall be appointed to co-sponsor the listing.
(3) The sponsor shall:-
(a) be responsible for filing with the GFIM of all the documents needed to support the
(b) satisfy itself, on the basis of all available information, that the security is suitable for
(c) satisfy itself that the issuer can be relied upon to honour its obligations to security
A security to be listed on the GFIM shall have an issued nominal value of not less than
five hundred thousand Ghana cedis (GH¢500,000)
(2) A security to be listed on the GFIM shall have a minimum of 5 holders.
(3) All securities to be listed on the GFIM, other than Government of Ghana and Bank of
Ghana securities shall be created and issued pursuant to a Trust Deed and that the
prospectus must been approved by the Securities and Exchange Commission unless
exempted by law or by the SEC.
(4) A security to be listed on the GFIM must be registered as electronic security in the
Central Securities Depository Ghana Ltd (CSD).
(5) The issuer of a security, other than Government of Ghana or Bank of Ghana securities,
must have published or filed accounts in accordance with the Companies Code, 1963,
(Act 179) for the three full financial years immediately preceding the date of its
application for listing.
(6) An issuer of securities on the GFIM, other than Government of Ghana or Bank of Ghana
must have made reasonable pre-tax profits during the three financial years immediately
preceding the date of its application for listing.
(7) For the purposes of this rule, pre-tax profit shall not include non-recurring and
extraordinary income, nor shall it be reduced by non-recurring or extraordinary loss.
(8) In determining pre-tax profit for listing, the GFIM shall take into consideration a positive
pre-tax profit in aggregate when the results of the three years are added.
Securities for which listing is sought on the GFIM must be freely transferable, subject only to restrictions imposed by the general laws of the country
The character and integrity of the directors and management of a security will be among
the criteria taken into account by the GFIM in assessing the application for listing.
(2) At least fifty percent (50%) of the board of the issuer shall be composed of non-executive
directors, of which at least two (2) or approximately 25% thereof shall be independent.
Securities may be brought to the GFIM by any one of the following methods:-
(a) an offer for subscription, which is an offer to the public by an issuer of securities;
(b) a placing, which is an issue where the securities are placed in the hands of a number
of identified institutions and individuals or through a restricted public offer;
(c) an introduction, which describes an application where the GFIM would grant an
issuer a listing without the requirement of a public issue; or
(d) any other mode that is permitted under the Companies Code of Ghana
An issuer seeking admission of its securities on the GFIM, whether through an offer for
subscription or an introduction, shall submit to the GFIM a listing application with
supporting documents which shall include a copy of the prospectus or placement
document, where applicable.
(2) The precise form of document to be produced in respect of a listing application should be
agreed upon with the GFIM but will generally include the following:
– a letter of application;
– supporting authorization and/or company resolutions;
– listing undertaking; and
– information memorandum or prospectus.
(3) An issuer seeking listing through a public offer shall submit a copy of its offer prospectus
to the SEC for approval, unless exempted by law.
(4) The GFIM does not guarantee listing as of right to a security whose public offer
document has been approved by the Securities and Exchange Commission, but shall
base its decision on its own assessment of the listing application and supporting
(5) An issuer seeking to list a security on the GFIM by introduction shall file a prospectus or
a statement in lieu of prospectus for approval by the Securities and Exchange
Commission and publish same after the SEC approval.
The GFIM may at any time and in such circumstances as it thinks fit suspend or cancel a
listing so to protect investors and to ensure an orderly market.
(2) Suspension may be made on request of the issuer or at the discretion of GFIM.
(3) Before any such suspension, the GFIM will generally consult with the:
(a) sponsor if it is at the request of the issuer; or
(b) advisors, if the suspension is not at the request of the issuer,
and take into consideration any representations made by or on behalf of the issuer.
(4) The GFIM will consider suspending listing, or compulsorily delisting securities under the
(a) Disposal of Principal Assets – the issuer has sold, or otherwise disposed of its
principal operating assets, has ceased to operate, or has discontinued a substantial
portion of its operation or business without shareholders‟ authorisation;
(b) Timely Disclosure – the issuer has failed to comply with the GFIM‟s requirements on
continuing listing obligations;
(c) Fees or Charges- the issuer has failed to pay when due, any fee, or charge payable
to the GFIM; and
(d) Going Concern – the financial situation of the issuer is significantly threatened.
(5) Upon the occurrence of any event under sub-rule 4 of this Rule, the GFIM shall notify the
issuer of such event in writing and give an opportunity for the issuer to provide an
(6) When the GFIM considers that the issuer is able to eliminate the grounds for suspension
of listing or delisting, the GFIM may designate a period of time for the issuer to eliminate
the grounds for the suspension or delisting.
(7) When the GFIM considers that it is not possible to eliminate the grounds for suspension
of listing or delisting, the GFIM shall issue an order to de-list the securities.
(9) In ordering the suspension of listing or delisting of listed security, the GFIM shall order
and designate the date on which the delisting takes effect and issue a press release to
A security whose primary listing is on the GFIM may voluntarily de-list by:-
(a) submitting a written application with reasons;
(b) supporting the application with a special resolution of holders duly passed; and
(c) giving the GFIM at least three months‟ notice.
(2) In an application for voluntary de-listing, an issuer shall:
(a) obtain a Board of Directors‟ resolution for the de-listing, arrange for exit opportunities,
and draft a press release of intention for publication;
(b) submit the draft press release to the GFIM;
(c) convene a general meeting of securities holders to take a decision; and
(d) ensure that promoters or the majority holder make arrangements to purchase
securities from all existing holders who wish to sell and that the purchase price is the
average market price of the preceding 12 weeks or the market price on the day of the
general meeting, whichever is the higher.
(3) In an application for voluntary de-listing, an issuer shall ensure that payment is made to
selling holders from an escrow account opened for that purpose.
(4) In an application for voluntary de-listing, an issuer shall advise the GFIM of completion of
all formalities and pay the application fee in respect of the de-listing.
(5) GFIM shall on completion of sub-rule (4) above, give an approval for the de-listing and
issue a press release.
(6) An issuer whose primary listing is on another security exchange may voluntarily withdraw
its listing if it gives the GFIM at least sixty (60) calendar days‟ notice. The notice shall
contain alternative arrangements to give liquidity to holders who may wish to exit as a
result of the de-listing decision.
(7) An issuer may voluntarily withdraw its listing by such other additional method as the
GFIM may from time to time approve.
(8) An application for voluntary de-listing shall include an application fee of 0.0002 of the
value of the security being de-listed.
The steps required for listing under an “offer for subscription” or a “placing” are as follows:-
(1) The issuer passes a resolution to list and appoints a sponsor for its application.
(2) The issuer, through the sponsor, submits a listing application with supporting documents
to the GFIM and pays the relevant fees.
(3) GFIM approves the application upon satisfactory evaluation.
(4) The prospectus is published after SEC approval and the offer is launched.
(5) At the end of the offer the securities account of successful applicants in the CSD are
(6) GFIM admits the securities for trading.
An issuer seeking to list securities on the GFIM by Introduction shall file a prospectus or
statement in lieu of prospectus for review by the Securities and Exchange Commission
and thereafter publish same.
(2) The issuer shall appoint a GFIM Dealing Member to sponsor its application.
The following documents must be filed in support of a listing application by an issuer.
(ii) one (1) hard copy and a soft copy of the regulations of the issuer
(iii) copy of the certificate of incorporation and certificate to commence business
(iiii)copy of the resolution authorising the issuer to apply for listing
(iiv)copy of the issuer‟s annual report for each of the preceding three (3) financial years
(iv) one (1) hard copy and a soft copy of the draft prospectus or offering document being
submitted to the Securities and Exchange Commission
(ivi)one (1) copy of Undertaking to conform to listing regulations of the GFIM
(ivii) one (1) copy of a tax clearance certificate and a social security clearance
certificate or other documents evidencing the due discharge of the applicant‟s tax and
social security obligations
An application for original listing of debt securities shall provide the following:
(a) full title of issue;
(b) summary of the trust deed;
(c) particulars of trustee;
(d) date of authorisation for issue, including directors, holders or any Government
(e) amount authorised, amount issued to-date, amount retired and amount outstanding;
(f) date of issue and maturity;
(g) interest rate; and
(h) dates for payment of principal and interest and currency in which payable;
(i) any tax exemption;
(j) denomination issuable; and
(k) details of conversion of convertible securities, if any.
The following matters shall be immediately announced by an issuer:-
(ii) any information concerning the issuer and/or of its subsidiaries necessary to avoid
the establishment of a false market in the securities or which is likely to materially
affect the price of the securities;
(iii) any intention to fix a books closing date and the reason therefor;
(iiii)any meeting of security holders, at least 21 days before such meeting is held;
(iiv)any change in address of corporate office;
(iv) any change in the directors, company secretary or auditors of the issuer;
(ivi)any proposed alteration of the regulations of the issuer; and
(ivii) any application filed with a court to wind up the issuer.
(2) An issuer of listed securities shall:-
(a) maintain high standards of disclosure;
(b) fully disclose to the public, the information necessary to make informed
(c) secure the immediate release of information, which might be reasonably expected
to have a material effect on the market activity and price of its listed securities;
(d) ensure the maintenance of a fair and orderly market in its securities; and
(a) ensure that all investors have simultaneous and equal access to the same
(3) Immediate disclosure should be made of material information about an issuer‟s affairs or
about events or conditions in the market for the issuer’s securities which meets either of
(a) where the information is likely to have a significant effect on the price of the
(b) where such information (after any necessary interpretation by securities analysts
or other experts) is likely to be considered important, by a reasonable investor in
determining his choice of action.
(4) The following events would require prompt announcement:
(a) non- payment of interest on the „due date‟;
(b) non-payment of capital on the redemption date;
(c) change of directors, secretary, registrars or auditors of the issuer;
(d) change of address of the registered office of the issuer or of any offices at which the
register of the securities of the issuer is kept;
(e) call of securities for redemption; and
(f) event of default on interest and/or principal payments.
(5) The following information would require a prompt announcement if considered
material in the opinion of the Board of Directors.
(a) any change in the corporate purpose and any material alterations in the issuer‟s
operations or the initiation of new operations.
(b) any occurrence of an event of default under the terms and conditions of any
issue of debentures, promissory notes, bonds or any other security issued by the
(c) any other information or event which in the opinion of the Board is material.
(6) All announcements mentioned above that have to be communicated to the GFIM
shall be in writing and shall be duly signed by an authorized officer of the issuer.
An issuer whose securities have been admitted to the GFIM shall not delete, amend or add
to any of their existing regulations unless prior written approval has been sought and
obtained from the GFIM for such deletion, amendment or addition.