• Chapter 8 Chapter 8 Ongoing Obligations

    • 1. General Requirements

      Subject to Article (160) of the Commercial Companies Law, and apart from compliance with all the specific requirements of these Guidelines, the issuer of Debt Securities shall:—

      1.1 Keep the Exchange and holders of its listed Debt Securities informed as soon as reasonably practicable of any information relating to its business (including information on any major new developments in the group's sphere of activity which is not public knowledge) which:—
      (a) is necessary to enable them and the public to appraise the position of the business;
      (b) is necessary to avoid the establishment of a false market in its listed Debt Securities; and
      (c) might be reasonably expected to significantly affect its ability to meet its commitments.
      1.2 Ensure that, if Debt Securities of the issuer are also listed on other exchanges, information released to any of such other exchanges is released to the Bahrain Stock Exchange at the same time as it is released to the other markets.

    • 2. Alteration in the Terms of Debt Securities

      Subject to Article (163) of the Commercial Companies Law, any change in the rights attaching to any class of listed Debt Securities and any change in the rights attaching to any shares into which any listed Debt Securities are convertible or exchangeable must be published in the newspapers in advance.

    • 3. Payment of Interest or Return

      Without prejudice to the generality of Article (147) of the Commercial Companies Law, any decision to pass any interest payment on Debt Securities must be published in the newspapers as soon as reasonably practicable after the decision has been made.

    • 4. Purchase, Redemption or Termination

      Any purchase, redemption or termination by the issuer, or any member of its group, of its listed Debt Securities must be published in the newspapers as soon as possible after such purchase, redemption or termination. The announcement should also state the amount of the relevant Debt Securities outstanding after such alteration.

    • 5. Financial Statements

      5.1 The issuer of Debt Securities shall send to:—
      (a) the trustee or fiscal agent in respect of its Debt Securities; and
      (b) every holder of its Debt Securities;
      a copy of either:
      (i) its annual financial statements including its annual accounts and, the issuer's group accounts;
      (ii) its summary financial statements, not less than 15 days before the date of the issuer's annual general meeting.
      5.2 The issuer must send 25 copies of each of the directors' report, financial statements and, where applicable, its summary financial statements to the Agency and the Exchange at the same time as they are sent to the holders of the issuer's Debt Securities with registered addresses in Bahrain.
      5.3 The financial statements of the overseas Debt Securities issuer must be in the English language or be accompanied by a certified English and/or Arabic translation.
      5.4 The financial statements are required to conform with the IFRS, or with any other accounting standards acceptable to the Agency.
      5.5 The financial statements must be audited by a firm or company who must be a practicing accountant of good standing and independent of the issuer to the same extent as that required of an auditor in accordance with the statements on independence issued by the International Federation of Accountants.
      5.6 The report of the auditors must be annexed to all copies of the issuer's financial statements.

    • 6. Notification

      6.1 After board meetings:
      6.1.1 The issuer shall inform the Agency and the Exchange immediately after approval by or on behalf of the board of directors or other governing body of:—
      (a) any notice or circulation regarding payment of interest or income on listed Debt Securities;
      (b) any proposed change in the capital structure;
      (c) any new issues of Debt Securities and, in particular, any guarantee or security in respect thereof;
      (d) the notification of a new issue may be delayed while a marketing or underwriting is in progress;
      (e) any drawing, termination or redemption of listed Debt Securities;
      (f) any other material matter concerning the issue.
      6.2 Changes and Amendments:
      6.2.1 The issuer shall inform the Agency and the Exchange immediately of any decision made in regard to:—
      (a) any proposed material alteration of its Memorandum or Articles of Association or equivalent documents which would affect the rights of holders of its listed Debt Securities;
      (b) any changes in its directors, and shall procure that each new director or member of its governing body shall sign and submit with the Exchange as soon as practicable;
      (c) any change in the rights attaching to any class of listed Debt Securities and any change in the rights attaching to any shares into which any listed Debt Securities are convertible or exchangeable; and
      (d) any change in its auditors or registered office or registered place of business.
      6.3 Rights of Debt Securities involving the share capital of another company

      Where listed Debt Securities carry rights of conversion or exchange into or subscription for the share capital of another company, or are guaranteed by another company, the issuer must ensure that adequate information is at all times available about the other company and about any changes in the rights attaching to the shares to which such rights of conversion, exchange or subscription relate. This must include the availability of the audited annual financial statements of the other company together with its semi-annual or other interim reports and any other information necessary for a realistic valuation of such listed Debt Securities to be made.
      6.4 Drawings and closure of books

      The issuer shall inform the Agency and the Exchange in advance of all proposed drawings to effect partial redemptions, and propose to close the books for the purpose of making a drawing. The Agency and the Exchange must be informed immediately of the amount of the Debt Securities outstanding after any such drawing has been made.
      6.5 Listings on other exchanges

      The issuer must inform the Agency and the Exchange immediately if any part of the listed Debt Securities of the issuer or any of its subsidiaries is listed on any other exchange, stating which exchange.
      6.6 Liquidation

      The issuer shall inform the Agency and the Exchange on the happening of any of the following events as soon as the same shall come to the attention of the issuer:—
      6.6.1 the appointment of a receiver or manager either by any court having jurisdiction or under the terms of a debenture or any application to any court having jurisdiction for the appointment of a receiver or manager, or equivalent action in the country of incorporation or other establishment, in respect of the business or any part of the business of the issuer or the property of the issuer, its holding company or any major subsidiary;
      6.6.2 the presentation of any winding-up petition, or equivalent application in the country of incorporation or other establishment, or the making of any winding-up order or the appointment of a provisional liquidator, or equivalent action in the country of incorporation or other establishment, against or in respect of the issuer, its holding company or any major subsidiary;
      6.6.3 the passing of any resolution by the issuer, its holding company or any major subsidiary that it be wound-up by way of members' or creditors' voluntary winding-up, or equivalent action in the country of incorporation or other establishment;
      6.6.4 the entry into possession of or the sale by any mortgagee of a portion of the issuer's assets which in aggregate value represents an amount in excess of 10 per cent of the consolidated net tangible assets of the group; or
      6.6.5 the making of any final judgment, declaration or order by any court or tribunal of competent jurisdiction whether on appeal or at first instance which is not subject to any or further appeal, which may adversely affect the issuer's enjoyment of any portion of its assets which in aggregate value represents an amount in excess of 10 per cent of the consolidated net tangible assets of the group.

    • 7. Review of Announcement and Documents

      In addition to the specific requirements set out in these Guidelines, the issuer shall:—

      7.1 submit to the Agency and the Exchange copies of drafts, for review before they are issued, of any announcements or advertisements relating to the issue of new or further Debt Securities or any announcements or advertisements the subject matter of which may involve a change in or relate to or affect arrangements regarding trading in its listed Debt Securities;
      7.2 submit to the Agency and the Exchange copies of drafts, for review before they are issued, of any proposed amendment to its Memorandum or Articles of Association or equivalent document which would affect the rights of the holders of its listed Debt Securities; and
      7.3 not issue any of such documents until the Agency has confirmed to the issuer that it has no further comments thereon.

    • 8. Communication with Debtholders

      8.1 In the event of a circular being issued to the holders of any of the issuer's listed Debt Securities, the issuer shall issue a copy or summary of such circular to the holders of all its other Debt Securities issued unless the contents of such circular are of no material concern to such other holders.
      8.2 The issuer must ensure that all necessary facilities and information are available to enable holders of its listed Debt Securities to exercise their rights. In particular, it must inform holders of the holding of meetings which they are entitled to attend, enable them to exercise their right to vote, where applicable, and publish in the newspapers notices or distribute circulars giving details of the allocation and payment of interest in respect of such securities, the issue of new Debt Securities and repayment of Debt Securities.

    • 9. Settlement

      9.1 The issuer must provide a standard securities registration service in relation to its issued or listed securities.
      9.2 Standard securities registration service: The issuer shall (or shall procure that its paying agent or registrar shall) issue Debt Securities certificates, if required, arising out of a registration of transfer or the cancelling, splitting, consolidating or issuing of certificates within the periods stipulated in these Guidelines.

    • 10. Appointment of Paying Agent

      Without prejudice to the generality of Article (159) of the Commercial Companies Law, the issuer must appoint and maintain a paying agent or, where appropriate, a registrar in Bahrain until the date on which no listed Debt Security is outstanding, unless the issuer itself performs these functions. Such paying agent must provide facilities for obtaining new Debt Securities, in accordance with the terms and conditions of the Debt Securities, to replace those Debt Securities which have been damaged, lost, stolen or destroyed and for all other purposes provided for in the terms and conditions of the Debt Securities.

    • 11. Equality of Treatment of Debtholders

      Subject to Article (139) of the Commercial Companies Law, the issuer shall ensure equality of treatment for all holders of its listed Debt Securities of the same class in respect of all rights attaching to such securities.

    • 12. Response to Agency and Exchange Enquiries

      The issuer shall respond promptly to any enquiries made of the issuer by the Agency and the Exchange concerning unusual movements in the price or trading volume of its listed Debt Securities or any other matters by giving such relevant information as is available to the issuer or, if appropriate, by issuing a statement to the effect that the issuer is not aware of any matter or development that is or may be relevant to the unusual price movement or trading volume of its listed Debt Securities and shall also respond promptly to any other enquiries made of the issuer by the Agency and the Exchange.

    • 13. Additional Information

      13.1 The Agency shall be entitled to require the publication of further information by and impose additional requirements on the issuer where it considers that circumstances so justify, but will allow representations by the issuer before imposing any such requirements on it which are not imposed on existing listed issuers generally.
      13.2 The Exchange shall be entitled, subject to the consent of the Agency, to revise the terms of the Listing Agreement and the related notes generally, and the issuer agrees that it will comply with any such revision and will, if so required, enter into a new Listing Agreement in the revised form by way of confirmation.

    • 14. Contact Information

      14.1 The issuer shall inform the Agency and the Exchange as soon as reasonably practicable of any change(s) in the contact information, including address(es) and telephone number(s), of its directors.
      14.2 If and when requested by the Agency, the issuer shall use its best endeavours to assist the Agency to locate the whereabouts of any director who has since resigned from his directorship in the issuer.