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  • OFS-2.3 OFS-2.3 Public Offering

    • OFS-2.3.1

      All public offering applications must meet the eligibility criteria under Section OFS-1.5 and the eligibility criteria related to the type of security or issuer and follow the requirements outlined in Appendix OFS-1.

      January 2014

    • Corporate Governance

      • OFS-2.3.2

        Issuers of securities in a public offering must confirm to the CBB before the registration of the offering document that it is able to comply with the CBB Law, rules and regulations, as well as with all other applicable laws, rules and regulations.

        January 2014

      • OFS-2.3.3

        The issuer must meet the following requirements in order for a public offer to be approved by the CBB:

        (a) The issuer is a duly incorporated entity under the laws of the Kingdom of Bahrain, or in case of an overseas issuer, under the laws of its place of incorporation;
        (b) The issuer operates in conformity with its Memorandum and Articles of Association or equivalent constitutional documents;
        (c) The securities are freely transferable and free from any encumbrances;
        (d) The offered securities are to be listed on a licensed exchange in the Kingdom of Bahrain, and there are adequate assurances between the issuer and the licensed exchange that they will be admitted to such a platform;
        (e) The necessary custodial and/or central depository arrangements have been made including the deposit of securities with an entity eligible to provide depository services under Article 94 of the CBB Law;
        (f) The necessary clearing and settlement arrangements have been made that give effect to Article 108 of the CBB Law;
        (g) The issuer has made the appointment of the eligible advisors, as per this Module including the appointment of a listing agent to liaise with the licensed exchange and the CBB where the CBB deems necessary; and
        (h) The issuer meets such other requirement as determined by the CBB from time to time.
        Amended: October 2017
        January 2014

      • OFS-2.3.4

        The issuer must appoint a lead manager for any public offer.

        January 2014

      • OFS-2.3.5

        An issuer in an initial public offering of equity securities must ensure that the issue is underwritten, unless an exception is made by the CBB, in accordance with Paragraph OFS-2.3.6.

        Amended: October 2017
        January 2014

    • Underwriting

      • OFS-2.3.6

        The CBB may approve an issue without an underwriter where:

        (a) More than one institution who are not related parties provide the proposed offering price; or
        (b) The lead manager has established the issue price through a book building mechanism; and
        (c) The lead manager has signed a declaration of due diligence and has submitted a declaration confirming to the issuer and the CBB that the issue will be fully subscribed, which declaration must be included in the offering document.
        January 2014

      • OFS-2.3.7

        Where the issue is to be underwritten, full details of the underwriter and the underwriting arrangement must be disclosed in the prospectus and the full underwriting agreement as signed by the parties must be made available for inspection by the subscribers.

        January 2014

      • OFS-2.3.8

        Where the issue is not to be underwritten, the CBB retains its right to impose full or partial underwriting based upon pricing of the securities to be issued and market conditions.

        January 2014

      • OFS-2.3.9

        Where the issue is underwritten the:

        (a) Underwriter must not be a related party; and
        (b) Lead manager and/or underwriter must directly or through an authorised market maker, establish a price stabilisation mechanism for the securities for a period of at least six months starting from the first day of trading on a licensed exchange. The CBB may require a longer period of price stabilisation where it considers it necessary.
        January 2014

      • OFS-2.3.10

        Details of underwriting agreements must be disclosed in the offering document and the agreement must be capable of being enforced under any circumstance.

        January 2014

      • OFS-2.3.11

        In respect of public offers of debt securities, where the issue is to be underwritten or sold through primary dealer arrangements, full details of the underwriter, primary dealer, the underwriting arrangement and/or primary dealer arrangements must be disclosed in the prospectus and the underwriting agreement must made available for inspection by the subscribers.

        January 2014

    • Book Building

      • OFS-2.3.12

        The preliminary/red herring prospectus containing all the information except the information regarding the price at which the securities are offered, must be filed with the CBB prior to it being used in any manner by the issuer or its advisors.

        January 2014

      • OFS-2.3.13

        The lead manager and/or the underwriter to the issue must be nominated by the issuer as a book runner and his name must be disclosed in the prospectus.

        Amended: October 2017
        January 2014

      • OFS-2.3.14

        The preliminary/red herring prospectus to be circulated may indicate the price band within which the securities are being offered for subscription.

        January 2014

      • OFS-2.3.15

        The book runner, on receipt of the offers must maintain a record of the names and number of securities ordered and the price at which the investors are willing to subscribe to securities under the placement portion.

        January 2014

      • OFS-2.3.16

        On receipt of the information, the book runner and the issuer must determine the price at which the securities are to be offered to the public.

        January 2014

      • OFS-2.3.17

        The book runner and other appointed advisors associated with the book building process must maintain records of the book building process and the CBB has the right to inspect and obtain a copy of such records.

        January 2014

      • OFS-2.3.18

        Details of the outcome of the book building process must be disclosed in the prospectus or offer document and must include information such as the general range of the prices at which the institutional investors are willing to subscribe to under the placement portion, the total number of securities ordered and the total number of institutions involved. The CBB shall have the right to require the disclosure of any other additional information if it deems necessary.

        Added: October 2017

      • OFS-2.3.19

        The issuer, lead manager and/or underwriter must consider the outcome of the book building process and/or any other processes or arrangements employed, when establishing the final offer price at which the securities are to be offered to the public. A statement to the effect must be duly disclosed in the prospectus.

        Added: October 2017