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  • 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