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  • 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