Corporate Governance
OFS-2.3.2
Issuers ofsecurities in a public offering must confirm to the CBB before the registration of theoffering 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 2014OFS-2.3.3
The
issuer must meet the following requirements in order for apublic offer to be approved by the CBB:(a) Theissuer is a duly incorporated entity under the laws of the Kingdom of Bahrain, or in case of anoverseas issuer , under the laws of its place of incorporation;(b) Theissuer operates in conformity with its Memorandum and Articles of Association or equivalent constitutional documents;(c) Thesecurities are freely transferable and free from any encumbrances;(d) The offeredsecurities are to be listed on alicensed exchange in the Kingdom of Bahrain, and there are adequate assurances between the issuer and thelicensed 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) Theissuer has made the appointment of the eligible advisors, as per this Module including the appointment of a listing agent to liaise with thelicensed exchange and the CBB where the CBB deems necessary; and(h) Theissuer meets such other requirement as determined by the CBB from time to time.Amended: October 2017
January 2014OFS-2.3.4
The
issuer must appoint a lead manager for anypublic offer .January 2014OFS-2.3.5
An
issuer in aninitial 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