• Contents of a Trust Deed

    • OFS-3.5.7

      Where a corporation or any other entity makes an offer or invitation in respect of debt securities, the debt securities or the relevant trust deed must contain a limitation on the amount that the borrowing corporation may borrow, pursuant to those debt securities or that deed and must contain covenants by the borrowing corporation, or if the debt securities do not or the trust deed does not expressly contain those covenants, they or it are deemed to contain covenants by the borrowing corporation, to the following effect:

      (a) That the borrowing corporation will use its best endeavours to carry on and conduct its business in a proper and efficient manner;
      (b) That the trustee or any auditor or director appointed by the trustee shall:
      (i) Be entitled to require the borrowing corporation to make available for its or his inspection the whole of the accounting or other records of the borrowing corporation; and
      (ii) Give to it or him such information as it or he requires with respect to all matters relating to the accounting or other records of the borrowing corporation; and
      (c) That the borrowing corporation must, on the application of persons holding at least 10% in nominal value of the issued debt securities give notice:
      (i) To each of the holders of those debt securities at his address as specified in the register of debt securities;
      (ii) By an advertisement in at least two local daily newspapers, one each published in the Arabic and English languages addressed to all holders of those debt securities; and
      (iii) Call a meeting of the holders of those debt securities to consider the accounts and balance sheet which were last submitted to the trustee for the holders of the debt securities by the borrowing corporation, and to give to the trustee directions in relation to the exercise of the trustee's powers. Such meeting is to be held at a time and place specified in the notice and advertisement under the chairmanship of a person nominated by the trustee, or such other person as appointed on behalf of the holders of those debt securities present at the meeting.
      Amended: July 2018
      January 2014

    • OFS-3.5.8

      Trust deeds for convertible securities must not include any provisions for:

      (a) The extension or shortening of tenure of the convertibles; and
      (b) Changes to the number of shares received for the conversion of each convertible security, or changes to the pricing mechanism for the conversion of the convertible security, except where these changes are adjustments pursuant to capitalisation issues, rights issues, or consolidation or sub-division of shares or capital reduction exercises.
      January 2014

    • OFS-3.5.9

      Any changes in the terms of convertible securities must be clearly determined and disclosed in the trust deed and offering document/listing document/circular, or any other documents issued in relation to the proposal.

      January 2014

    • OFS-3.5.10

      Once determined, the terms and conditions of the convertible securities may not be altered unless approved by the holders of the securities and the CBB.

      January 2014