Ghana Securities Administration: Africa Markets Information Guide

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19521a_securities_ghana 1/6/06 3:25 PM Page 1

Ghana Securities Administration


Africa Markets Information Guide
19521a_securities_ghana 1/6/06 3:25 PM Page 2

Countries:
Botswana
Ghana
Kenya
Mauritius
Seychelles (developing)
Uganda
Tanzania (developing)
Zambia
Zimbabwe
19521a_securities_ghana 1/6/06 3:25 PM Page 3

Barclays Securities
Services
South Africa

Physical location: Chris Wooldridge – Head Barclays Securities Administration


Barclays Bank PLC (Operations and Risks)
Africa Regional Office Telephone: +27 11 772 7468
8 Rivonia Road Email: [email protected]
Illovo
Augustine Kwakye-Ageykum – Deputy Head Barclays Securities
Johannesburg
Administration
South Africa
Telephone: +27 11 772 7382
Mailing address: Email: [email protected]
Barclays Bank PLC, South Africa Branch
Silas Mutuku – Manager (Operations & Risk)
Barclays Securities Administration
Telephone: +254 (20) 243 574
PO Box 1542
Email: [email protected]
Saxonwold, 2132
Johannesburg Irene Wiesner – Assistant Relationship Manager
South Africa Telephone: +27 11 772 7689
Fax number: +27 11 772 7884 Email: [email protected]
Switchboard: +27 11 772 7000
Patricia Peete – Administrative Assistant
Telephone: +27 11 772 7566
Email: [email protected]

Charles Stevens – Retired June 2005

08:30 until 17:00 (SA time)


Monday through to Friday. Time Zone GMT +2 hrs (BST +1 hr).
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Barclays Securities
Services
Ghana

Mailing address: Custody services


Barclays Bank of Ghana Ltd Mark Amenu – Head of Securities Services
Barclays House, High Street Telephone: (233) 21 669 258
PO Box 2949, Accra Email: [email protected]
Ghana
William K. Sowah – Senior Securities Officer
Telephone: (233) 21 669 258
Email: [email protected]

Victoria Dautey – Securities Officer


Telephone: (233) 21 669 258

Lewis Abadoo – Securities Officer


Telephone: (233) 21 669 258

Team email: [email protected]


SWIFT address: BARCGHACBSS
Fax number: (233) 21 667 681

Hours of business: Monday to Friday 08:00 until 17:00 (local time)


Time Zone: GMT (BST -1 hr).

In compiling this news Information Guide, a variety of sources


were used. The information herein is provided “as is”. Neither
Barclays Bank PLC, its subsidiaries nor employees shall be
liable for any losses or damages suffered whatsoever relating
to the use of the information contained herein, including
without limitation, any direct, indirect, special, incidental, or
consequential damages whether arising out of contract, statute,
delict or otherwise. We do not warrant that the information
will meet any criteria of accuracy, completeness or reliability.
19521a_securities_ghana 1/6/06 3:25 PM Page 5

Market profile
Investment regulations

Exchange controls The Central Bank


Ghana applies exchange controls through the Bank of Ghana. Bank of Ghana Tel: (233) 21 666902/8
Foreign investors who introduce hard currency for the purpose PO Box 2674 Fax: (233) 21 662996
of stock exchange investment can remit capital, profits and income Accra (233) 21 665074
freely subject to currency reserves being available. Non Stock Ghana Web site: www.bog.gov.gh
Exchange investments, investment in Government money market
instruments and listed Government Bonds can be made; however,
Currency
Ghana Cedi (GHC).
express Exchange Control permission from the Central Bank is
required, normally on a remittance by remittance basis, in order Stock Exchange
to remit capital, profits and income. The Ghana Stock Exchange (GSE) Tel: (233) 21 669908
Cedi House (233) 21 669914
Foreign investor considerations
Liberia Road (233) 21 669935
• A foreign investor is not allowed to hold more than 10% of
PO Box 1849 Fax: (233) 21 669913
shares in any one security. If total foreign investment in a
Accra Web site: www.gsedata.com
company exceeds 74% of the equity, Ghanaians will be given
Ghana Email: [email protected]
the option to purchase offered shares for three consecutive
trading days, after which the offer lapses. On the fourth trading The GSE is located in Accra. It was incorporated in July 1989 and
day, foreign investors will be allowed to retain or purchase was recognised as an authorised stock exchange under the Stock
any such shares being offered. Exchange Act of 1971 in October 1990. There are currently 17
• Investors should be aware that many brokers in Ghana are licensed stock broking firms. Companies listed on the exchange
not well capitalised and they should assure themselves of the must have a minimum of 25% of their shares in public hands.
brokers they choose.
Owner of the Exchange
• Ghana may have limited foreign currency reserves which could
The Exchange is owned by the member brokers.
result in difficulties or delays in obtaining hard currencies to
satisfy repatriation of funds. Regulator of the Exchange
• Liquidity in this market is low by international standards. The Exchange is managed by the Ghana Stock Exchange Committee
which is made up of broker representatives and representatives
Investor protection provisions
of the Exchange itself. The Securities Exchange Commission which
A fidelity fund is in place to compensate persons who suffer
reports into the Ministry of Finance is the official regulator of the
financial loss due to the misconduct of any stock exchange
Ghana Stock Exchange and its members. It also regulates fund
members. However, the structure and rules are yet to be formalised.
management and the mutual fund industry.
Prior investment requirements Securities and Exchange Commission (SEC)
No prior exchange control or any other approval is required when 1st Floor State Enterprise Tel: (233) 21 669019
dealing in securities listed on the Ghana Stock Exchange. Commission Building (233) 21 7010478
Foreign investors will, however, require prior approval for Private Bag Ministry Office Fax: (233) 21 7010477
non-listed securities. Accra, Ghana. Web site: www.gse.com
• The SEC was created by the Securities Industries Law in 1993.
Special documentation requirements
Its creation followed the establishment of a formalised securities
No special documents are required for trading or investing
market in Ghana with the opening of the Ghana Stock Exchange
in Ghana.
in 1990.
• The SEC was admitted as a full member of the International
Organisation of Securities Commissions (IOSCO) in May 2000.
19521a_securities_ghana 1/6/06 3:25 PM Page 6

Investment regulations

• Its main roles include: ensuring orderly, fair and equitable Stamp duty
trading. In addition, it oversees the registering, licensing, No stamp duty is charged in this market.
authorising of Stock Exchange investment advisors and
Out of pocket expenses
securities dealers and has the responsibility of protecting
• Registration is undertaken free of charge.
the market from insider trading.
• None of the following expenses apply to this market: scrip
Trading times fees, splitting fees, depository fees and proxy voting fees.
10:00 - 12:00 (local time) Monday, Wednesday and Friday only.
Equities settlement
In the event that one of these days falls on a public holiday, trading
• The Ghana Stock Exchange monitors and manages all
will take place the next business day. The GSE will introduce daily
settlement of Stock Exchange trades.
trading (i.e. Monday - Friday) from August 2005.
• Settlement is undertaken on TD+3 (business days).
Trading systems • Payments are by bankers cheque.
On 19 March 2001, the Ghana Stock Exchange changed from ‘call • The market does not operate on a true DVP/RVP.
over’ to CAT (Continuous Trading System) which is a floor order • Unofficial pre-matching is by telephone.
book system. Trading is done in lots of 100 shares except AngloGold • Shares can be sold whilst out for registration against
Ashanti Ltd (AAG) shares for which ten shares are a round lot. registrar’s receipt issued by the registrars at the time of
trade settlement.
Tradable instruments
• All stock is cleared and settled through the Exchange. Cash
Only equities and four corporate bonds and two government
settlement is only monitored by the Exchange.
bonds are listed on the Ghana Stock Exchange. No other fixed
• Partial settlements are not allowed.
income instruments or derivatives are traded on the Exchange.
• Full coverage in ISIN codes.
Main indices • Equities are physically held in registered form.
GSE All Share Index and Databank Stock Index, published by the
Free of payment transfers
Ghana Stock Exchange and Databank Ghana Limited respectively.
Free of payment transfers may be carried out where there is no
Both only cover listed equities.
change of beneficial ownership. The reason for the transfer and
Depositories evidence of underlying ownership will be required by the GSE.
There is a central depository in the market, however only Treasury
Failed trades
bills are currently admitted. Equities will be admitted within the
• Brokers unable to settle trades on settlement date (T+3 business
next 12 months upon amendment of the Companies Code.
days) must inform the GSE, who then have the power to buy
Market costs in on behalf of the member. The defaulting broker must pay
Broker’s commission the GSE within 24 hours of notifying the buy-in. The broker
A minimum commission of GHC 1,500 is charged on trades with at fault is penalised by having to pay a fine to the GSE of twice
value not exceeding GHC 10,000. For trades greater than GHC the commission he would have received on the transaction.
50,000, a sliding rate from 2.5% to 1% based on the trade value • Buy-in costs are borne by the defaulter.
is charged.
Market cut-off times
Stock Exchange levy The market deadline between brokers is T+3.
A flat levy of 0.4% was introduced from 1 January 1999.
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Investment regulations

Registration Proxy voting


• The buying broker has the responsibility of initiating the • Foreign shareholders are permitted to vote at meetings.
registration process. Securities are registered on actual Physical attendance is not required as a proxy can be lodged
settlement date and a signed receipt is issued by the registrars. on the shareholder’s behalf.
A certificate must be issued within 2 months of settlement • If the shares are registered in nominee names, the sub custodian
date as this is the legal limit stipulated in the Companies Code. may attend meetings to vote or lodge a proxy card by mailing
• Registration can be in a nominee name or beneficial it to the company 48 hours prior to the meeting.
owner’s name. • Voting information is distributed direct to registered
shareholders by mail or via the sub custodian.
Fixed income
• Shares are not blocked from trading.
Currently there are four HFC dollar-denominated Housebonds
available to foreign investors. Trading takes place on the Ghana Taxation
Stock Exchange. Settlement is T+3 (business days). Dividend withholding tax is 10% for residents and non-residents.
Tax on Government Bonds and Corporate Bonds for foreign
Treasury bills are available through the Central Bank of Ghana
investors is 10%. VAT is currently not applicable to
although foreign investors are actively discouraged from entering
non-Ghanaian investors.
this market by Exchange Control Regulations.
Capital Gains Tax
Government of Ghana Index Linked Bonds (Treasury bonds)
In the 2006 Budget highlights, the Ghanaian Government
are listed on the Stock Exchange but foreign investors are
proposed the extension of the tax-exempt status of Capital Gains
discouraged from investing due to uncertainty surrounding
Tax on the Ghana Stock Exchange by 5 years to the end of
Exchange Control Regulations.
December 2010.
Corporate events
Income
Compliance with G-30 standards
T+1 matching for brokers Yes (Via exchange of trade notes)
• Dividend information is obtained from publications of the
T+2 affirmation No
GSE, local newspapers and company circulars.
Central Depository No
• Dividends are usually paid once a year.
Net Settlement No
• Entitlements for dividends are based upon ex-date
DVP/RVP Yes*
traded positions.
Payment in same-day funds No
• The ex-dividend date usually occurs one week prior to the
Settlement on T+3 Yes
book closure date and another two week period until the
Securities Lending No
payment date. Dividend cheques then take a further three
ISIN Yes
days to clear.
* Not true DVP/RVP as market practice dictates that delivery is
• Brokers’ claims can occur if shares are not registered in time
made against a payment by cheque.
for record date.

Corporate actions
Stock lending
Securities lending is not permitted in this market.
• These are announced in the publications of the GSE, local
newspapers and company circulars.
• Rights and bonus issues are possible and may happen more
often in the future.
• Entitlements to corporate actions are based upon ex-date
traded positions.
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Investment regulations

Foreign exchange
• The Ghanaian foreign exchange market does not run a totally
free market system. The Bank of Ghana can be asked to provide
the necessary currency where the market cannot provide it.
• The limited supply of foreign currency reserves can result in
difficulties and delays in obtaining hard currencies to satisfy
repatriation of funds.
• Exchange controls are still in existence and will affect any
purchases which are not related directly to GSE listed securities.

Prospective developments
• Plans are in hand to create subsidiary companies of the Stock
Exchange prior to the admission of equities to the central
depository and trade settlement/clearing.

Public holidays 2006


New Year’s Day Sunday January 1
Public holiday Monday January 2
*Eid al Adha (Feast of Sacrifice) Tuesday January 10
Independence Day Monday March 6
Good Friday Friday April 14
Easter Monday Monday April 17
Labour Day Monday May 1
African Unity Day Thursday May 25
Republic Day Saturday July 1
*Eid ul Fitr (End of Ramadan) Wednesday October 25
Farmer’s Day Friday December 1
Christmas Day Monday December 25
Boxing Day Tuesday December 26
*The exact date of this festival is subject to confirmation as its
celebration depends on the visibility of the moon.

Please note:
If the scheduled holiday falls on the weekend, then the holiday
may apply to the following working day. These holidays apply to
both banks and the Stock Exchange, which will be closed on these
days. The Stock Exchange and banks are not open on weekends.

Barclays Bank of Ghana Limited


19521a_securities_ghana 1/6/06 3:25 PM Page 9

Barclays Securities Services


and Operating guidelines
Barclays has long provided custodial services to its major Services Provided
institutional clients. Our formal, structured custody businesses • Settlement of stock exchange trades
were established over 30 years ago and were brought together • Safekeeping of certificates and related documentation
under a single unified control in the UK in 1988 to give one focal • Registration
point dealing successfully with client needs, market developments • Asset record keeping
and competitive challenges. After the sale in 1997 of Barclays • Banking services including foreign exchange
global custody services, Barclays continued to offer a wide range • Income collection
of custody services on a direct operational basis in Africa covering • Corporate actions
Botswana, Ghana, Kenya, Mauritius, Uganda, Zambia and Zimbabwe • Proxy voting
and also parts of Europe. A product management team, Barclays • Reporting
Securities Administration (BSA), operates from South Africa to • Provision of market information (via BSA team in Johannesburg)
support our Africa custody service from one central point. • Cross border trade settlement/global custody.

Barclays Bank of Ghana – custody operations Rule 17f-5 status


Mark Amenu has been with Barclays Ghana for 24 years. His Barclays Bank of Ghana is an eligible foreign custodian under the
responsibilities have included Customer Service Manager of the amended Rule 17f-5 dated 13 May 1997. Barclays Bank of Ghana
Retail Banking Unit at Head Office Accra, Retail Branch Manager was qualified as an exempted foreign custodian by way of
and Corporate and Senior Advances Analyst. He has gained the exemptive relief granted by the SEC on 5 April 1994 as
Securities Institute ICMQ qualification. Release 20192.

William Sowah joined custody operations in June 1996 after nine Credit rating
years’ general banking experience, which included Liquidity and Barclays Bank of Ghana is not credit rated. Barclays Bank PLC
Credit Control Management, Budgeting, Pension/Provident Fund long-term credit ratings are: Standard & Poor’s – AA, Moody’s –
Accounting, Central Bank Prudential Reporting and Retail Banking. Aa1, IBCA – AA+.
He has also passed his Securities Institute ICMQ exams.
Auditors
Victoria Dautey joined the custody team in February 1996 PriceWaterhouse Coopers.
after 17 years in Head Office. She has experience in Accounts
Documentation requirements
Department, Managing Director’s Office Assistant and other
• A Custody Agreement between the client and Barclays Bank
secretarial roles.
of Ghana should be in place in order to open accounts. For
Louis Phillips Abadoo joined custody operations in May new Barclays Group relationships, further identification
2002 after 18 years general banking experience, including procedures may also be required as part of the normal bank
Foreign Exchange, International Payments and Treasury account opening procedures. Barclays Bank of Ghana can
Nostro Reconciliation. open cash and securities accounts within 24 hours. There are
no other market requirements.
All members of the custody operations are presently undertaking
• A signed indemnity must be in place between Barclays Bank
studies through the Securities Institute in the UK.
of Ghana and the client in order for us to accept instructions
Barclays Bank of Ghana Limited by facsimile and email.
Barclays Bank of Ghana is a wholly owned subsidiary of Barclays • A Power of Attorney is required if holdings are registered in
Bank PLC. It was originally established in 1917 and incorporated client’s own name.
in Ghana in 1971 and is supervised by the Bank of Ghana under
the Banking Acts of 1970 and 1979 and the new Banking Law of
1989. Barclays Bank of Ghana has offered a securities settlement
and custody service to institutional investors since 1994.
19521a_securities_ghana 1/6/06 3:25 PM Page 10

Equities settlement • Cheques are posted to clients’ accounts on day of receipt of


• Settlement instructions must be received by Barclays Bank of cleared funds. Cheque clearance takes three days.
Ghana on SD-2 (business days) by 17:00 (local time) in order • A contractual income service is not offered by Barclays Bank
to ensure timely settlement. Free of payment trade settlement of Ghana.
is carried out on a “best efforts” basis. Corporate actions
• Barclays Bank of Ghana is able to clear cheques on actual • Announcements are made on the GSE notice board, in the
settlement date providing sale proceeds are received by way financial newspapers and company circulars.
of banker’s cheque or internal account transfer where brokers • Clients are advised within 24 hours of receipt of the
maintain accounts with Barclays. public announcement.
• Barclays Bank of Ghana has an arrangement with the brokers • Where instructions and documentation can be lodged in Accra,
whereby only banker’s cheques with same-day clearance clients’ take-up or lapse instructions are required two business
are accepted. days prior to the official company deadline. For take-up
• A contractual settlement date accounting service is not offered instructions that must be delivered or posted outside the
by Barclays Bank of Ghana. capital, instructions are required five business days prior to the
See Appendix 1 on page 12 official company deadline. For rights entitlements that are
tradable, instructions to sell rights must be received two business
Settlement process
days prior to the official market deadline for trading rights.
Registration
Shares are registered in the name of Barclays Bank of Ghana Proxy voting
Nominees Ltd with appropriate account designations. This is the • Barclays Bank of Ghana supplies meeting agendas in English.
preferred method for registration. • Voting at meetings can be done through the mail or attendance
at meetings can be arranged.
Safekeeping
• Where Barclays Bank of Ghana is required to have a
The share certificates are physically held in the vaults of Barclays
representative at the meeting or the proxy card can be delivered
Bank of Ghana.
by messenger, instructions must be received from the client
Fixed income two days prior to the company deadline. Where Barclays Bank
At present, four corporate bonds and two government bonds are of Ghana is required to lodge a postal vote, instructions must
available to foreign investors. The settlement procedures are the be received a minimum of one week prior to the company
same as for equities, however only the corporate bonds are deadline to allow for postal delays.
available to foreign investors. • A Power of Attorney is required if shares are not registered in
our nominee name.
Corporate events
• Shares are not blocked.
Income collection
• Information is obtained from the GSE, financial newspapers Taxation
and company circulars. Barclays Bank of Ghana does not provide a tax reclamation service.
• Clients are advised within 24 hours of receipt of the Tax reclaim is not applicable in Ghana because the withholding
public announcement. tax rate applied to dividends is currently less than any advantage
• Announced pay dates are for indication purposes only. Delays to be gained by invoking double taxation treaties.
are frequent.
Banking
• Barclays Bank of Ghana will automatically make claims from
Interest bearing accounts
the market where due.
Interest is not payable on current accounts. Exchange controls
• Barclays Bank of Ghana has an arrangement with some of the
limit the use of client’s current account to Stock Exchange
Registrars to collect dividends on pay date for companies
investments. Any other deposits are deemed investments for
within their portfolio, thereby alleviating postal delays.
exchange control purposes and Central Bank permission would
be required.
19521a_securities_ghana 1/6/06 3:25 PM Page 11

Investment regulations

Overdrafts Registration
Overdrafts are not allowed on non-resident accounts. MT 508 Day of receipt from the registrar

Cash instruction deadlines Corporate actions/income


• Barclays Bank of Ghana’s payment instruction deadline is MT 564 Announcement advice within 24 hours of
09:00 (local time) VD. our receipt of public announcement
• Funding via a foreign exchange trade is executed on two day MT 564 Ex-date advice within 24 hours of ex-date
forward (spot) basis. Your instructions are required by 14:00 MT 566 Payment advice upon credit to account
(local time) VD-2. Same day can be executed on a “best MT 566 Upon receipt of securities
efforts only” basis.
MT 566 Ten days before redemption date and on
• Cancellations/amendments to instructions should be received
receipt of cleared funds
by 09:00 (local time) VD-1 and clients bear the exchange
MT 566 On completion
difference incurred if funds have already been booked.
MT 599 Where required
Foreign exchange
Proxy voting
Barclays Bank of Ghana provides a full foreign exchange
MT 564 Within 24 hours of receipt of
dealing service.
public announcement
Reporting/communications Cash
Barclays Bank of Ghana provides the following SWIFT reporting:
MT 599 Where needed
Trade confirmations MT 950 Weekly on movement/monthly within three
MT 544 By close of business same day business days of month-end
MT 545 By close of business same day MT 910 Upon occurence
MT 546 By close of business same day
MT 547 By close of business same day

Cancellations
MT 548 Securities Upon receipt of MT 54X

Notice of settlement problem


MT 548 Daily

Statement of holdings
MT 535 Daily, weekly, fortnightly or monthly,
as requested
MT 536 Daily, weekly, fortnightly or monthly,
as requested
MT 537 Daily, weekly, fortnightly or monthly,
as requested
19521a_securities_ghana 1/6/06 3:25 PM Page 12

Appendix 1

Settlement process
for GSE listed Securities
Purchase (1) (8C)
Places order to buy Registrar’s receipt delivered

(3)
Trade confirmation (within 24 hours of trading)

(4) Trade
Settlement (5)
instructions Unofficial pre-match (T+2) (6a)
(T+1) Transform delivered for
Barclays Buying
Client Ghana (6b) completion by buyers Selling
Confirmations Transfer form delivered to Broker custodian (T+0)
Broker
custodian for completion
(12) (T+0) (7b)
Confirmation of receipt Transfer form returned (T+2)
of certificate (7a)
Transfer form return (T+2) (10)
Simultaneous exchange of payment
(9) and documents (12:00 T+3)
Client a/c debited (8b)
(11) Registrars receipt issued
Payment to broker to buying broker via
Certificate issued At end of each session broker
to Barclays Ghana Receipt delivered to Barclays (2) selling brokers
(T+3) completes and signs a deal sheet
within 28 days and hands copy to the GSE for (by close of business T+2)
matching/control purposes

Ghana (2)
Stock
Exchange (8a)
Transfer form and
(GSE) certificate delivered
(T+2)
Registrar

Sale (1)
Places order to sell

(3)
Trade confirmation (within 24 hours of trading)

(4)
Settlement (5) (6b)
instructions Unofficial pre-match (T+2) Transfer form delivered to
(T+1) custodian for completion
Barclays Selling by buyer (T+2)
Client Ghana
(6a) Buying
Confirmations
Transfer form delivered to Broker Broker
broker with copy of certificate (6c)
(T+0) Transfer form return (T+2)
(9)
Simultaneous exchange (8)
certificate of payment (T+2) Simultaneous exchange of payment
and registrars receipt (12:00 T+5)
(8a)
Transfer form and certificate delivered (T+2)
(7b)
Registrar’s receipt issued to buying broker via (2) At end of each session broker
selling brokers (by close of business T+2) completes and signs a deal sheet
and hands copy to the GSE for
matching/control purposes
(10)
Original certificate
delivered to registrar Ghana (2)
(within 24 hours of SD)
Registrar Stock
Exchange
(GSE)

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