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 , thedebt securities or the relevant trust deed must contain a limitation on the amount that the borrowing corporation may borrow, pursuant to thosedebt securities or that deed and must contain covenants by the borrowing corporation, or if thedebt 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 thetrustee or any auditor or director appointed by thetrustee 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 issueddebt securities give notice:(i) To each of the holders of thosedebt securities at his address as specified in the register ofdebt 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 thosedebt securities ; and(iii) Call a meeting of the holders of thosedebt securities to consider the accounts and balance sheet which were last submitted to thetrustee for the holders of thedebt securities by the borrowing corporation, and to give to thetrustee directions in relation to the exercise of thetrustee'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 thetrustee , or such other person as appointed on behalf of the holders of thosedebt securities present at the meeting.Amended: July 2018
January 2014OFS-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 ofshares received for the conversion of eachconvertible security , or changes to the pricing mechanism for the conversion of theconvertible security , except where these changes are adjustments pursuant to capitalisation issues,rights issues , or consolidation or sub-division ofshares or capital reduction exercises.January 2014OFS-3.5.9
Any changes in the terms of
convertible securities must be clearly determined and disclosed in the trust deed andoffering document /listing document/circular, or any other documents issued in relation to the proposal.January 2014OFS-3.5.10
Once determined, the terms and conditions of the
convertible securities may not be altered unless approved by the holders of thesecurities and the CBB.January 2014