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  • OFS-2.4 OFS-2.4 Private Placement

    • OFS-2.4.1

      Offers made by private placement pursuant to a Private Placement Memorandum (PPM) are subject to the general eligibility criteria and requirements stipulated under this Module.

      January 2014

    • OFS-2.4.2

      A private offer must only be made to accredited investors and must be for a minimum investment of USD 100,000.00. A private offer, excluding those offers made by way of private equity, is limited to a take up by less than 100 accredited investors.

      January 2014

    • OFS-2.4.3

      Any subsequent issues or offering of securities by a publicly listed issuer, for its own securities, must first be offered to its existing shareholders (rights offering) and then to the public. Any listed issuer that would like to make a private placement must obtain CBB approval and the approval of the shareholders' General Assembly.

      January 2014

    • OFS-2.4.4

      Issuers must combine all offers of securities that are in substance part of a single offering. The CBB will consider if the offer occurs in the six-month period before or the six-month period after the completion of an offer, for the purpose of the above determination.

      January 2014

    • OFS-2.4.5

      In order for the CBB not to regard the offer as a public offer, the issuer must exercise reasonable care to ensure that the purchasers of securities are not acquiring them for resale, redistribution to other investors within a period not less than one year.

      January 2014

    • OFS-2.4.6

      The issuer, lead manager and any appointed advisor to the private placement offer must not disseminate or make available any information related to the private placement offer to the public prior to the subscription being closed and must not at any time disclose or make available any information that could be regarded as an inducement to deal in these securities.

      January 2014

    • OFS-2.4.7

      Any private placements marketed or promoted by licensees of the CBB must set fees within the actual cost and must be within reasonable and justifiable levels that do not materially compromise the interests of the issuer or the investor. The private placement fees or any other fees or charges related to the placement and any other related cost must be disclosed clearly in the PPM.

      January 2014

    • OFS-2.4.8

      The level of fees for issuers of differing sizes of issue is given below as a guidance:

      Size of Issue Maximum Fee Percentage
      Up to BD100,000,000 3%
      BD100,000,001 to BD500,000,000 2%
      BD500,000,001 and above 1%
      January 2014