In 2005, the JCSD extended its services to include the Registrar Services Unit (RSU). The division secured its first contract in March 2005 to manage one Register of Members, and currently manages seventy five registers for a variety of clients of quoted and unquoted securities. The division offers a diverse range of services to companies seeking to raise capital whether they intend to list of the floor of an exchange or not.
Services Currently Offered
1. Issuing Office and Registrar
The RSU offers various services to companies interested in raising capital whether through an Initial Public Offer (IPO) and subsequent listing thereafter on the floor of the Jamaica Stock Exchange or via Private Placement Offering (PPO) for smaller issues to accredited investors through an Exempt Distribution (FSC Guidelines SR-GUID-08/05-0016). Some of the main areas are:
- Review of draft prospectus/offering memorandum and provide feedback on areas relating to the management of the processing of applications
- Assist with or provide suggestions on the design of the Application Form to be used during the offer
- Liaise with broker/financial advisor and or selling agents regarding documentation to be used during the Offer e.g. Batch Control Forms
- Receive, vet and process applications submitted by broker/financial advisor that have resulted in deposits to bank account and provide the Issuer with timely reports on applications processed
- For equity clients, receive details of existing shareholders on record before the opening of an offer and create a “Pre-Offer Register of Shareholders”
- At the close of the Offer, generate and finalize allocations, create final register of members, deliver finalized register to the Issuer
- For Issuers whose shares are to be listed on the floor of the JSE, create data files necessary to facilitate the upload of allocation details to the JCSD’s Depository Services Unit in time for listing on the floor of the exchange
- Thereafter maintain a Register of Members’ details upon appointment.
2. Registrar, Transfer Agent and Capital Distribution Agent
These functions are offered to Issuer of securities whether listed on the floor of the JSE or not. The JCSD has the capacity to interact with depositories both locally and in the region, and overseas shareholders/investors have the capability of accessing their statements on-line. Some of the main functions covered are:
- Handling and responding to all shareholder queries including maintenance of records to reflect changes to shareholder names, addresses.
- Managing Capital Distributions including assisting with the initial design of dividend cheques, obtaining the necessary signature plates (to automate cheque signing), generating calculations, printing, dispatch cheques right through to conducting reconciliation of the dividend bank account
- Maintaining details of client instructions regarding dividend mandate instructions
- Re-issuing dividend cheques or certificates as required and requested
- Generating reports as required or requested
- Updating records to reflect all settled trades occurring on the floor of an exchange
- Dispatch Annual Reports to shareholders and attend meetings to register shareholders and visitors
Services to be Offered in the Future
1. Corporate Secretarial Support
In the near future, services relating to Corporate Secretarial functions will be offered by the JCSD through its Registrar Services Unit. Clients will have an option to either update existing contracts to appoint the JCSD as Registrar and Company Secretary or Registrar and Corporate Secretarial support where functions are executed based on instructions and or guidance received from the respective Company Secretary.
Some of the services or support that may be available to clients are:
- Incorporation Services
- Nominee Director and Nominee Shareholder services
- Registered Office services
- Corporate Administration Services
- Regulatory and Advisory Work
- Striking-Off/Liquidation/De-Registration of Companies
Benefits of Contracting the JCSD
Unlike most other registrars, the JCSD has the ability to maintain full shareholder details for instruments held in a mixed environment (certificated and immobilized aka physical and electronic). A certificated environment is one where client transactions must result in the issuing of a certificate to the client in comparison to an immobilized environment, where once data is converted, transactions can occur without the need of the client consistently providing supporting transfer documents for each transaction executed.
Additionally, the department has the capability of providing a variety of standard reports and can also work with clients if other reports are required depending on their specific need. These reports are generated when requested, converted to PDF file format and dispatched via electronic mail.
Other benefits encompass the existing relationship between the Jamaica Central Securities Depository Limited and other depositories in the region. The JCSD therefore also has the capacity to act as sub Registrar for Trinidadian or Barbadian companies listed on the Jamaica Stock Exchange.
The JCSD recognizes the importance of starting their services by having discussions with companies who have had previous contracts with other Registrar and Transfer Agents or who are interested in having their shares listed on the floor of Jamaica Stock Exchange for the first time. This proposal outlines in a very general form, some of the areas that the Registrar Services Unit sees as relevant to initiate discussions for the provision of its services to prospective clients. Representatives from the Registrar Unit will be available to meet and have further discussions to answer any questions that may arise.