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  • OFS-4 OFS-4 Submission of Offering Application with CBB

    • OFS-4.1 OFS-4.1 Application Requirements

      • OFS-4.1.1

        An application for the offering of securities must be made in accordance with Paragraph OFS-4.1.2, accompanied by the required information, documentation and the fee to the CBB for approval at least 30 days prior to commencement of the intended offering period.

        Amended: April 2014
        January 2014

      • OFS-4.1.2

        The application must be submitted under cover of a letter signed by two authorised signatories of the applicant, together with all supporting documentation as outlined in Section OFS-4.2. The authorised signatories are persons authorised as such by the Board of Directors of the issuer.

        January 2014

      • OFS-4.1.3

        The CBB requires the submitted application and supporting documents to be comprehensive, accurate and complete in all respects. If the CBB has any further concerns, or is dissatisfied with the application it will not be able to grant approval on a timely basis, and the abovementioned timeframe of the CBB approval will start only upon receipt of all information and documentation related to the offer. The CBB will not grant its approval unless and until all such information and documentation required is submitted to the CBB.

        January 2014

    • OFS-4.2 OFS-4.2 Information and Documentation Requirements

      • OFS-4.2.1

        Any application under Section OFS-4.1 must include the following minimum information:

        (a) A copy of the issuer's Board of Directors proposal in respect of the issue to its General Assembly;
        (b) A copy of the General Assembly resolution through which the issuing and offering of securities is approved;
        (c) A copy of the duly signed Board of Directors' responsibility statement, signed by all directors in the standard statement stipulated by this Module (Appendix OFS-9);
        (d) A copy of the duly signed declaration by the lead manager, based on a due diligence exercise of all relevant conditions, facts and arrangements, as appropriate (Appendix OFS-8);
        (e) A copy of the duly signed declaration by the legal advisor for the offer, based on a due diligence exercise of all relevant legal conditions, facts and arrangements, as appropriate (Appendix OFS-10);
        (f) A final ratified Memorandum and Articles of Association, or relevant constitutional documents for existing issuers, or a draft copy thereof for issuers under formation;
        (g) A draft of the offering document prepared in line with the CBB requirements as stipulated under this Module;
        (h) A copy of all arrangements, contracts and/or letters signed with the issuer and or lead manager with all appointed advisors;
        (i) Duly completed term sheet on the offering, as stipulated by the CBB from time to time in this Module;
        (j) The expected offering timetable;
        (k) A bona fide copy of either the issuer's external auditor unqualified report on the annual audited financial statements, or interim period reviewed financial statements prepared by the issuer's external auditor;
        (l) A copy of the audited financial statements, including the balance sheet, income statement, cash flow statement and change in shareholders' fund, for the period required under this Module for each type of offer, and the interim period reviewed financial statements for the period required under this Module;
        (m) A copy of the duly signed report prepared by an independent accountant on any estimates, projections of the financial statements, or future operating results of the issuer, if applicable;
        (n) A copy of at least two independent valuer's reports if the proposed offering of securities is guaranteed, is made up of physical assets or property or backed by any assets, property, or any form of collateral;
        (o) A copy of all documents available for inspection by the potential subscribers and/or allottees;
        (p) Information on the legal structure of the company and company registration; and
        (q) Any other information as required by the CBB.
        January 2014

      • Lead Manager Declaration

        • OFS-4.2.2

          The declaration by the lead manager (Appendix OFS-8) required under Paragraph OFS-4.2.1 must consider and contain the following:

          (a) A confirmation that all compliance requirements, including those specified in the CBB Rulebook Volume 6 are met;
          (b) A due diligence of the commercial and business prospects based on the analysis of past and current circumstances, both in relation to the issuer and in relation to the external market or industry in which it operates;
          (c) An analysis of the macroeconomic factors affecting the issuer or the underlying securities being offered;
          (d) Due consideration for the reasonableness of the issuer's business strategy and related business plan and budgets where appropriate;
          (e) In the case of asset-backed securities, warrants and Islamic securities, the quality of the underlying assets and anticipated future cash flows and relevant risk factors; and
          (f) The price stabilisation method, limits and determination of issue price where the issue is not underwritten.
          January 2014

      • Issue of No Objection by the CBB

        • OFS-4.2.3

          The CBB will notify an applicant of its decision in writing within 15 business days of the receipt of the offering of securities application, complete in all respects and complying with the provisions of this Module. If permission is granted, it may be conditional or unconditional.

          January 2014

        • OFS-4.2.4

          The CBB may refuse an application on any ground, including but not limited to the following conditions:

          (a) The requirements of the CBB Law and Rulebook Volume 6 are not met comprehensively;
          (b) The issuer, the lead manager or other appointed advisors do not meet the requirements of this Module;
          (c) False or misleading information has been provided to the CBB or to another regulator of the issuer or in the offering documents;
          (d) Information otherwise specified by the CBB has not been provided;
          (e) If the offer is associated with a listing on a licensed exchange, the CBB may consider that admission to listing of the securities may be detrimental to the fair, orderly and efficient operation of the Bahraini securities market or to the reputation of CBB;
          (f) A security is already admitted to listing on another market and the issuer is in breach of listing rules or other relevant regulations; or
          (g) The CBB believes it is necessary to refuse permission in order to safeguard the interests of potential investors.
          January 2014

        • OFS-4.2.5

          A notification under Paragraph OFS-4.2.4 will set out:

          (a) Grounds for proposed refusal, and
          (b) The rights of the applicant to appeal the CBB's decision.
          January 2014

        • OFS-4.2.6

          The applicant is allowed to make representation to the CBB within 30 calendar days of the receipt of a notification under Paragraph OFS-4.2.5. The applicant can undertake this through the lead manager to clarify any grounds set out in the notification. The CBB will consider any such representations before issuing a final decision.

          January 2014

        • OFS-4.2.7

          The CBB will make a decision which is final within 30 calendar days of receiving the representation under Paragraph OFS-4.2.6.

          January 2014

    • OFS-4.3 OFS-4.3 Additional Requirements and Exceptions

      • OFS-4.3.1

        In addition to the requirements under Section OFS-4.2, the following specific requirements or exemptions are applicable.

        January 2014

      • Public Offering

        • OFS-4.3.2

          For public offerings, the following additional requirements and documentation are required:

          (a) A draft of the summary prospectus to be published in two daily local newspapers, one in Arabic and the other in English, at least 5 days before the start of the offering period;
          (b) If the offer is subject to the listing requirements, the issuer or lead manager must provide information on the listing arrangements and information on the designated listing agent if different from the lead manager;
          (c) If, in addition to listing on a licensed exchange, the offer will be listed on an exchange outside the Kingdom of Bahrain, a copy of the approval of the relevant regulator within that jurisdiction;
          (d) If the offer will be made in countries other than the Kingdom of Bahrain, a copy of such other country's regulatory approval for such offer;
          (e) If the securities under the proposed offer are already listed on an exchange, details of the current listing requirements and performance of the securities;
          (f) If the securities under the proposed offer have been placed through private placement prior to the date of submission of application, full details about such placement;
          (g) Draft or proof print of any application form to subscribe or purchase the securities;
          (h) A copy of the draft or any temporary document of title proposed to be issued; and
          (i) For initial public offerings, initial offer for sale of securities and foreign listings, the issuer is required to provide the CBB with a draft of agreements or contracts related to the depositing of securities and registration arrangements.
          Amended: April 2014
          January 2014

      • Rights Offering

        • OFS-4.3.3

          An application to the CBB for a rights issue by a listed issuer need not contain the following:

          (a) A copy of the Memorandum and Articles of Association, if such document has already been submitted to the CBB, as amended; nor
          (b) A separate copy of the previous annual audited financial statements and/or interim period reviewed financial statements, but these must be included in the rights issue offering document.
          January 2014

      • Private Placement

        • OFS-4.3.4

          An application for private placement of any securities must include the following additional information and documents:

          (a) A confirmation from the issuer and/or lead manager that the offer will not be offered to the public and only offered in line with requirements of Section OFS-2.4;
          (b) A copy of the subscription form which must include the accredited investor status confirmation; and
          (c) A list of the expected accredited investors, if available at the time of submission.
          January 2014

      • Employee Stock Option Plan

        • OFS-4.3.5

          An application for employees stock option plan proposed by a listed issuer is subject to requirements under Subparagraphs OFS-4.2.1(a) and (b).

          January 2014

      • Capitalisation Issue

        • OFS-4.3.6

          If the capitalisation issue is made in the form of a rights issue, then the same requirements stipulated under Section OFS-4.2 as well as Paragraphs OFS-4.3.2 and OFS-4.3.3 will apply.

          January 2014

        • OFS-4.3.7

          If the capitalisation issue is made in the form of a stock dividend for free it is only subject to the requirements under Subparagraphs OFS-4.2.1(a) and (b).

          January 2014

      • Consideration Issue

        • OFS-4.3.8

          An application for a consideration issue by a listed issuer, or listing applicant through which an issue of securities as a consideration other than cash in a transaction, or in connection with a take-over or merger or the division of an issuer is subject to the Take-over, Mergers Acquisitions and Share Repurchases (TMA) Module.

          January 2014

      • Swapping, Exchange and Substitution of Securities

        • OFS-4.3.9

          An application for the swapping, exchange or substitution of listed securities must be made as an application for listing, rather than as an offering of securities.

          January 2014

      • Applications of Listings for Publicly Traded Securities

        • OFS-4.3.10

          An application for the listing of publicly traded securities must be dealt with either as an initial public offering, or an initial offer for sale of securities, as mentioned above.

          January 2014

      • Issuing of Securities under Privatisation Programmes

        • OFS-4.3.11

          For any state owned entity, or government owned company planning to issue shares to the public, it must either be made as a public offering, or initial offer for sale of securities, as the case may be, and is subject to the abovementioned requirements provided for public offering as per Paragraph OFS-4.3.2 unless otherwise exempted by the CBB under Section OFS-1.13.

          January 2014

      • Debt Securities

        • OFS-4.3.12

          The following additional information and documents must be provided with an application for the offering of debt securities:

          (a) A copy of the trust deed or other document securing the debt securities;
          (b) A copy of any collateralising instruments or details of underlying assets;
          (c) A copy of any intended guarantees provided to holders of debt securities; and
          (d) A copy of the underlying asset valuation report produced by at least two independent valuers.
          January 2014

      • Warrants and Other Certificates

        • OFS-4.3.13

          Where appropriate, a copy of the custodial or trusteeship agreement for the underlying securities must be provided with the application for the offering of warrants and other certificates.

          January 2014

      • Islamic Securities

        • OFS-4.3.14

          The following additional information and documents must be provided with the application for the offering of Shari'a compliant securities:

          (a) A copy of Shari'a Pronouncement report that the transaction is in compliance with the principles of Shari'a;
          (b) A copy of the trust deed or other document securing the Shari'a compliant securities together with any trustees agreement;
          (c) A copy of any collateralising instruments and details of underlying assets;
          (d) A copy of the underlying asset valuation report produced by at least two independent valuers; and
          (e) Any other documents made available for inspection.
          January 2014

      • Assets-Backed and Mortgage-Backed Securities

        • OFS-4.3.15

          The following additional information and documents must be provided with an application for the offering of assets-backed and mortgage-backed securities:

          (a) A copy of the trust deed or other document securing the assets-backed and mortgage-backed securities; and
          (b) A copy of the underlying asset valuation report produced by at least two independent valuers.
          January 2014

      • Offers by Overseas Issuers

        • OFS-4.3.16

          The following additional information, documents (to be provided with the application) are required for an offering of securities by overseas issuers:

          (a) A copy of any necessary approval from the home regulator;
          (b) A copy of the home market's relevant laws, rules and regulations that show that no restrictions are imposed on the transferability of the securities;
          (c) Detailed information on listing requirements and securities performance on the home or other market(s);
          (d) Confirmation by the overseas issuer that it will adhere to the general requirements as well as with the additional requirements and declarations, either in accordance with the type of offer or type of securities, as stipulated in this Module;
          (e) An appointment of a listing agent where the securities are to be listed on a licensed exchange; and
          (f) The issuer to bear the costs of any investigation or inspection by the CBB.
          January 2014

        • OFS-4.3.17

          The CBB may grant exemptions to any overseas issuer's application, depending upon the type of offer and type of securities on a case-by-case basis.

          January 2014

      • Other Offering Approved by the CBB

        • OFS-4.3.18

          The CBB may impose additional requirements in respect of the offer of securities by way of a guaranteed issue.

          January 2014

        • OFS-4.3.19

          The CBB (in conjunction with the licensed exchange where relevant) may exempt start-up or small and medium size companies from parts of this Module, as it deems appropriate.

          January 2014

    • OFS-4.4 OFS-4.4 Preliminary/Red Herring Prospectus to be Made Public

      • OFS-4.4.1

        The draft offering document or red herring prospectus filed with the CBB must be made public for a period of 15 days from the date of filing the offering document with the CBB.

        Amended: April 2014
        January 2014

      • OFS-4.4.2

        The lead manager must, while filing the draft offering document with the CBB:

        (a) File the draft offering document with the stock exchanges where the securities are proposed to be listed; and
        (b) Make copies of the draft offering document available to the public, host the draft and final offering documents on the websites of the issuer, lead manager and underwriters associated with the issue as the case may be, and also ensure that the contents of documents hosted on the websites are the same as that of their printed versions.
        January 2014

      • OFS-4.4.3

        Public investors may provide the CBB with their comments and complaints, and the lead manager must make available to the CBB all comments and complaints received by it.

        January 2014

      • No Complaints Certificate

        • OFS-4.4.4

          After a period of 21 days from the date the draft offering document is made public, the lead manager must file a statement with the CBB giving a list of complaints received, a statement whether it proposes to amend the draft offering document or not, and highlight those amendments.

          Amended: April 2014
          January 2014