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  • OFS-5.2 OFS-5.2 Contents of the Prospectus

    • Specific Content for Equity Securities

      • OFS-5.2.1

        An offering document in respect of equity securities must contain the minimum content requirements of this Section and be prepared in accordance with Appendix 1.

        January 2014

    • Front Cover Page

      • OFS-5.2.2

        Front cover page: The cover page of the offering document must contain the following particulars:

        (a) Full name and registration number of the issuer;
        (b) Type and amount of securities;
        (c) Date of the offering document;
        (d) Date of expiry of validity of the prospectus;
        (e) Logo and full name of each advisor;
        (f) Logo and full name of the lead manager and co-managers;
        (g) Logo and name of the underwriter, if any;
        (h) Face or par value of the securities;
        (i) Offer price;
        (j) Premium (if applicable);
        (k) Placement fee or charge (if applicable);
        (l) Minimum subscription limit (if applicable);
        (m) Maximum subscription limit (if applicable);
        (n) Eligible subscribers (general classification by nationality or region); and
        (o) Standard disclaimer statement, written in capital letters and box framed, as follows:
        THE CENTRAL BANK OF BAHRAIN AND [NAME OF THE LICENSED EXCHANGE] ASSUME NO RESPONSIBILITY FOR THE ACCURACY AND COMPLETENESS OF THE STATEMENTS AND INFORMATION CONTAINED IN THIS DOCUMENT AND EXPRESSLY DISCLAIM ANY LIABILITY WHATSOEVER FOR ANY LOSS HOWSOEVER ARISING FROM RELIANCE UPON THE WHOLE OR ANY PART OF THE CONTENTS OF THIS DOCUMENT.
        January 2014

      • OFS-5.2.3

        If the offer is planned to be issued in any other jurisdiction or is planned to be listed on any other regulated exchange(s) then the name of the securities regulator of such jurisdiction and/or the name of the other regulated exchange may be added to the above disclaimer statement, if such regulator or regulated exchange has the same or equivalent requirement.

        January 2014

      • OFS-5.2.4

        The CBB will not permit any change, alteration, modification, reduction and/or addition in the above disclaimer statement, other than the cases mentioned under Paragraph OFS-5.2.3.

        January 2014

    • Inside Cover Page

      • OFS-5.2.5

        The prospectus must include on the inside cover page the following standard prominent and legible declaration and responsibility statement within a box frame:

        THE DIRECTORS OF THE COMPANY, WHOSE NAMES APPEAR HEREIN, ACCEPT RESPONSIBILITY FOR THE INFORMATION CONTAINED IN THIS DOCUMENT. TO THE BEST OF THEIR KNOWLEDGE AND BELIEF, THE DIRECTORS, WHO HAVE TAKEN ALL REASONABLE CARE TO ENSURE THAT SUCH IS THE CASE, THE INFORMATION CONTAINED IN THIS DOCUMENT IS IN ACCORDANCE WITH THE FACTS AND CONTAINS NO OMISSIONS LIKELY TO AFFECT THE IMPORTANCE AND COMPLETENESS OF THE DOCUMENT.
        January 2014

      • OFS-5.2.6

        The abovementioned standard responsibility statement must be duly signed by the issuer's board of directors.

        January 2014

      • OFS-5.2.7

        The standard responsibility statement must be produced in the prospectus and the same must be submitted to the CBB.

        January 2014

      • OFS-5.2.8

        The CBB will not normally accept any board of directors responsibility statement, unless it is duly signed by all directors. In cases where one or more of the directors cannot provide their signature on such statement, the issuer is required to provide to the CBB and disclose in the prospectus itself the actual reasons and justification.

        January 2014

      • OFS-5.2.9

        In addition to the information required to be included on the front and inside cover pages of the prospectus, the prospectus must contain, at the minimum, the following information:

        (a) Important Notice - which may include:
        (i) Important notice to subscribers;
        (ii) Due diligence statements;
        (iii) Forward looking statements; and
        (iv) General risk statement;
        (b) Applicants Identification and Anti-Money Laundering requirement;
        (c) Table of contents;
        (d) Glossary of the defined terms and abbreviations;
        (e) Offering timetable;
        (f) Resolutions and approvals;
        (g) Summary of the offering;
        (h) Offering statistics and expected timetable;
        (i) Information on the issuer, which may include:
        (i) Background and history;
        (ii) Principal activities;
        (iii) Business strategy;
        (iv) Organisational structure;
        (v) Corporate governance practices;
        (vi) Board of Directors
        (vii) Board of Directors practices;
        (viii) Senior management team;
        (ix) Employees;
        (x) Compensation;
        (xi) External auditor;
        (xii) Legal advisor and other advisors;
        (xiii) Major shareholders and transactions;
        (xiv) Related party transactions;
        (xv) Interests of experts and counsel;
        (xvi) Material contracts;
        (xvii) Business overview;
        (xviii) Key financial information;
        (xix) Operating and financial review and prospects;
        (xx) Property, plant and equipment;
        (xxi) Research and development, patents and licenses;
        (xxii) Significant assets and liabilities;
        (xxiii) Liquidity and capital resources;
        (xxiv) Consolidated financial statements;
        (xxv) Material changes to financial statements;
        (xxvi) Restatement of financial statements;
        (xxvii) Ratios and analysis;
        (xxviii) Projections of financial statements; and
        (xix) Subsidiary's separate financial statements;
        (j) Industry analysis which may include:
        (i) Economic overview;
        (ii) Sectoral performance and overview; and
        (iii) Sub-sectoral performance and overview;
        (k) Investment considerations, which may include:
        (i) Equity securities' rights and obligations;
        (ii) Ranking of shares;
        (iii) Dividend policy;
        (iv) Listing of shares;
        (v) Description of the offering;
        (vi) Underwriting arrangements;
        (vii) Commitments to the offering arrangements;
        (viii) Contracts or arrangements with the appointed advisor;
        (ix) Expenses of the issue;
        (x) Use of proceeds; and
        (xi) Dilution;
        (l) Risk factors, which may include:
        (i) General risks;
        (ii) Business risks;
        (iii) Legal and regulatory risks; and
        (iv) Other specific risks;
        (m) Disputes, litigations and court orders;
        (n) Subscription terms and conditions, which may include:
        (i) Application procedures;
        (ii) Subscription restrictions;
        (iii) Subscription period;
        (iv) Receiving banks;
        (v) Mode of payment;
        (vi) Fund transfer fees and charges;
        (vii) Rejected applications;
        (viii) Allotment;
        (ix) Over-subscription allotment;
        (x) Dispatching and refunds; and
        (xi) Announcements and acknowledgements;
        (o) Additional information, which may include:
        (i) Share capital structure; and
        (ii) Memorandum and Articles of Association;
        (p) Applicable law;
        (q) Documents available for inspection; and
        (r) Appendices.
        January 2014