The Reserve Bank of Fiji (RBF) is consulting on proposed new requirements for companies seeking to raise capital through public share offerings, with greater emphasis on investor protection, transparency and corporate accountability.
The proposed Capital Market Supervision Policy Statement No. 5, dated July 2026, outlines minimum disclosure requirements for companies offering shares to the public and public companies offering shares to existing shareholders.
Once implemented, the policy will replace the 2011 framework governing capital raising through equity securities.
The proposed requirements are intended to ensure investors receive sufficient information to assess the risks and potential returns before purchasing shares.
Under the proposed framework, companies will be required to submit a prospectus or offer document to the RBF at least 35 business days before the intended registration date.
The central bank will be required to refuse registration where disclosure documents contain materially false or misleading statements, omit important information or fail to adequately explain the nature and terms of an investment.
Companies will also be required to disclose details of their financial performance, business operations, corporate governance arrangements, directors, senior management and potential conflicts of interest.
The proposed policy places particular emphasis on ensuring investment documents are written in clear, concise and understandable language.
Companies will have to present the benefits and risks of investments in a balanced manner to enable investors to make informed decisions.
A proposed lodgement fee of $5,000 will apply, with additional charges for share offerings exceeding $5 million.
The framework also proposes stronger ongoing disclosure obligations for unlisted companies that successfully raise capital from investors.
These companies will be required to inform shareholders about significant business developments, changes in management, dividend declarations and material transactions.
Investors will also be entitled to refunds under specified circumstances, including where minimum subscription targets are not achieved.
The RBF has clarified in the proposed policy that registration of a disclosure document does not amount to an endorsement of an investment or approval for listing on a securities exchange.
Companies and their advisers will remain responsible for ensuring information provided to investors is accurate and complete.
The proposed policy is aligned with international securities regulatory standards and aims to strengthen confidence in Fiji’s capital markets.
The document has yet to specify an implementation date.
