• Chapter 5 Chapter 5 Allotments, Certificates and Registrars

    • 1. Procedures

      1.1 The issuer shall allot securities within 7 calendar days of the final offering's closing date for an issue of securities and to dispatch statements or certificates, if required, within 7 calendar days of the date of allotment, or within such period as may be prescribed by the Agency from time-to-time.
      1.2 To dispatch within 4 business days after the day of submission of a registrable transfer of Debt Securities, a statement or certificate, if required, in respect of such securities and a balance statement for any remainder.
      1.3 When so requested by the transferee at the time of submission of a registrable transfer of securities, the issuer shall dispatch the statement or certificate, if applicable, in respect of those securities to the securities holders. However, transfer of securities or securities settlement shall be affected by simple debt or credit on the books of the Clearing House system, via computer data entry.

      Transferees (new owners) of Debt Securities will be regularly reported to the issuer's transfer agent(s) for legal transfer of title within 7 calendar days.
      1.4 The issuer shall not refuse to register or fail to register to give effect to any transfer in registerable form of a fully paid security issued on the official list, except:
      a) the registration of the transfer would result in a contravention of or failure to observe the provisions of any effective laws;
      b) the transfer is in respect of a partly paid security in respect of which a call has been made and is unpaid.
      1.5 If the issuer refuses to register a transfer of a security, it shall give to the transferee written notice of the refusal and the precise reasons thereof within 7 calendar days after the date on which the transfer was submitted with the issuer.
      1.6 When so requested by the transferee at the time of submission of registrable transfers of securities, the issuer shall issue certificates in requested denominations.
      1.7 To split certificates within 5 calendar days of receipt, or to certify transfers within 2 calendar days on submission of the relative certificates.
      1.8 The issuer shall accept for registration transfers of the securities executed on a standard form of transfer approved by the Agency, or on such other form in lieu thereof, as may be approved by the Agency.
      1.9 The issuer shall provide the Agency or the Exchange, upon enquiry, an extract of the Debt Securities register showing full details on or between the named date or dates of all entries relating to the registration of securities entered or deleted under any particular name and the relevant certificate numbers and the names into which or from which any particular security may have been transferred.
      1.10 The issuer has permitted issued securities to be transferred from one register to another, without any restriction.
      1.11 In the case of security splits, the issuer shall issue statements or certificates in requested denominations by the securities holder.
      1.12 The issuer has to inform the Agency and the Exchange as and when a report is submitted with the registrar on any loss of certificates, giving all the information prescribed.
      1.13 The issuer has to inform the Agency and the Exchange immediately when they are notified of forgery in the certificates of the issue by the issuer's registrar.
      1.14 To provide the Agency and the Exchange, upon request, with an auditor's certificate to the effect that the processing of transfers and issue of certificates is in accordance with the effective laws.

    • 2. Forms and Content of Certificates

      2.1 Subject to Article (145) of the Commercial Companies Law, if Debt Securities require to be represented by certificates under any applicable laws or regulations, then the number of securities represented by the certificates must be clearly shown in words and figures on the face of the certificates, or in such other manner as may be approved by the Agency.
      2.2 Debt Security certificates, if required, shall show the following:
      a) serial number;
      b) the name of the issuer, and the authority under which it was incorporated;
      c) the address of the registered office of the issuer, and the register on which the Debt Securities are situated;
      d) the security, rate of interest and dates of payment, any participating rights, and the date and method of redemption (if any);
      e) where a rubber seal is imprinted, it shall be supported by manuscription signatures;
      f) where an embossed seal is used, it may, subject to the issuer's Articles of Association, be supported by facsimile signatures only;
      g) where only the seal is used without supporting signatures, the method or system of control by the issuer on the application of the seal must be approved by the auditors of the issuer, and a copy of such approval forwarded to the Agency and the Exchange.

    • 3. Penalties Under This Chapter

      3.1 As per Article (165) of the Commercial Companies Law, if a Debt Securities certificate issued to its owner is lost or damaged, the owner whose name is registered in the issuer's register may request a new certificate instead of the lost or the damaged one. The owner shall publish the serial numbers of the lost or damaged certificates and its numbers in a local newspaper. If no objection is raised to the issuer within fifteen days from the date of publication, the issuer shall provide the owner with a new certificate indicating that it is instead of the lost or the damaged certificate. The new certificate shall confer upon its holder the same rights and shall entail the same obligations related to the lost or damaged certificates.
      3.2 As per Article (166) of the Commercial Companies Law, whoever objects to the issue of a certificate instead of the lost or the damaged one referred to under 3.1 of this Chapter shall initiate his lawsuit before the competent court within fifteen days from the date of submitting his objection to the issuer, otherwise, his objection shall be deemed as non-existent. The court shall decide on the objection as quickly as possible.