• Chapter 1 Chapter 1 Preliminary

    • 1. Short Title

      1.1 This document may be called Guidelines for the Issuing, Offering and Listing of Debt Securities, and which hereafter will be referred to as 'Guidelines'.

    • 2. Scope

      2.1 These Guidelines set out the basic conditions that have to be met as a pre-requisite to the issuance, offering and listing of Debt Securities. They apply to every method of issuance, offering and listing and to both new applicants and existing listed issuers, except where otherwise stated.
      2.2 Issuers and any related person or party acting on their behalf, are reminded:—
      2.2.1 that these requirements are not exhaustive and that the Agency may impose additional conditions in a particular case; and
      2.2.2 that the Agency retains sole discretion to accept or reject applications for issuing, offering and listing and that compliance with the relevant conditions may not in itself ensure an applicant's suitability for issuing, offering and listing.
      2.3 Prospective issuers, and in particular new applicants, are therefore encouraged to contact the Agency to seek informal and confidential guidance as to the eligibility of a proposed issue for issuance, offering and listing at the earliest possible opportunity.

    • 3. Definitions:

      "Asset-backed Securities" Debt Securities whose collateral is financial assets which, at the time of the relevant issues, are evidenced by agreements and are the source of funds for income or interest payments due on the securities and repayment of principal on maturity, except those Debt Securities which are directly secured, in whole or in part, on real property or other tangible assets.

      Asset-backed Securities also includes Mortgaged-backed Securities.
      "Banks & Financial Institutions" a bank or financial institution licensed by the Agency, or a bank or financial institution incorporated or otherwise established outside the Kingdom of Bahrain which is, in the opinion of the Agency, adequately supervised by an equivalent appropriately recognised banking, securities or capital market supervisory authority in the place where it is incorporated or otherwise established.
      "Beneficial Owner" The term "beneficial owner" of securities refers to any person who, even if not the recorded owner of the securities, has or shares the underlying benefits of ownership. These benefits include the power to direct the voting or the disposition of the securities, or to receive the economic benefit of ownership of the securities. A person is also considered to be the "beneficial owner" of securities if that person has the right to acquire such securities within a certain period of time, either by option or other agreement. Beneficial owners include persons who hold their securities through one or more trustees, brokers, agents, legal representatives or other intermediaries, or through issuers in which they have a "controlling interest", which means the direct or indirect power to direct the management and policies of the issuer, or any other entity in question.
      "BMA/the Agency" means Bahrain Monetary Agency.
      "BSE/the Exchange" means the Bahrain Stock Exchange.
      "Business Day" any day on which banks in the Kingdom of Bahrain are open for business.
      "Commercial Companies Law" means the Commercial Companies Law issued under Decree No. 21/2001.
      "Convertible Debt Securities" Debt Securities convertible into or exchangeable for equity securities or other property. And Debt Securities with non-detachable options, warrants or similar rights to subscribe or purchase equity securities or other property attached.
      "Coupon Rate" is the Debt Securities interest rate.
      "Debt Issuance Programmes" issues of Debt Securities where only part of the maximum principal amount or aggregate number of securities under the issue is issued initially and a further tranche or tranches may be issued subsequently.
      "Debt Securities" debenture, loan stock, bonds, sukuk, subordinated debt, notes and other securities or instruments acknowledging, evidencing or creating indebtedness, whether secured or unsecured, conventional or Islamic, and options, warrants or similar rights to subscribe or purchase any of the foregoing and Convertible Debt Securities.
      "Issuer" legal entity that has the power to issue, offer and sell a Debt Security. Issuers include corporations, domestic and foreign governments and their agencies, and investment trusts.
      "Long-term" means Debt Securities with an original maturity of more than 10 years.
      "Maturity Date" is the date on which the Debt Security is to be redeemed and its principal along with any outstanding interest or income paid back to the holder.
      "Medium-term" means Debt Securities with an original maturity of 5 to 10 years.
      "Original Issue Discount" is a Debt Security with an offering price that is below par value.
      "Par" means the value of the Debt Security assigned by the issuer, also called the face value.
      "Registered Securities" A Debt Security whose owner's name is recorded on the books of the issuer or the issuer's agent, called a registrar.
      "Selectively Marketed Debt Securities" Debt Securities marketed to or placed with any number of registered primary dealers or financial institutions either with a view to their reselling such securities as principals off-market, nearly all of which, because of their nature, will normally be purchased and traded by a limited number of investors who are particularly knowledgeable in investment matters or placing such securities with a limited number of such investors and "selective marketing" shall be construed accordingly.
      "Short-term" means Debt Securities with an original maturity of up to 5 years.
      "State" includes any Agency, authority, central bank, monetary authority, department, government, legislature, ministry, official or public or statutory person of, or of the government of, a state or any regional or local authority thereof.
      "State Corporation" any company or other legal entity which is directly or indirectly controlled or more than 30% in the case of Bahraini corporations, or more than any other specified percentage prescribed by law for non-Bahraini corporations of whose issued equity share capital (or equivalent) is beneficially owned by, and/or by any one or more agencies of, a State or all of whose liabilities are guaranteed by a State, or company or other legal entity which is specified as such from time to time by the Agency.
      "Supranational" any institution or organisation at a global or regional level which is specified as such from time to time by the Agency.
      "Underwriter" investment banker who singly or as a member of an underwriting group or syndicate, agrees to purchase a new issue of Debt Securities from an issuer and distributes or offers it to investors, according to the underwriting agreement.
      "Underwriting Agreement" An agreement between the issuer of a new Debt Security to be offered to the public and the managing underwriter or agent for the underwriting group. It represents the underwriter's commitment to purchase and distribute the securities, and it details the public price. The underwriting arrangements to which the term is sometimes applied are "best effort, "all or none", and "standby commitments".
      "Unsecured Debt Securities" is a debt not backed by any specific security or collateral.