OFS-5.9 OFS-5.9 Additional and Specific Content for Private Placement Memorandum (PPM)
OFS-5.9.1
An
offering document for a private placement ofsecurities must meet the requirements of the particularsecurity , as laid out in OFS-5.1, OFS-5.2 and OFS-5.3, and Appendix 2 in regard to preparation. In addition to the above, it must meet the specific requirements forprivate placement as outlined in this Section.January 2014Confirmation as Accredited Investor
OFS-5.9.2
The
issuer must obtain a signed confirmation from its investors as to their status asaccredited investors using the "Accredited Investors " Form (Appendix 11).January 2014OFS-5.9.3
The
issuer must submit a copy of the status confirmation contained in Rule OFS-5.9.2 on submission of theoffering document .January 2014Suitability of Investors and Risk Statements
OFS-5.9.4
The
offering document must contain the following statement in respect of suitability of investors:"This offer is a private placement. It is not subject to all of the regulations of the Central Bank of Bahrain that apply to public offerings of
securities . This Memorandum is therefore intended only for "Accredited Investors " as defined in the Glossary to this Memorandum.The
securities offered by way of Private Placement may only be offered in minimum subscriptions of $100,000 (or equivalent in other currencies).The Central Bank of Bahrain assumes no responsibility for the accuracy and completeness of the statements and information contained in this document and expressly disclaims any liability whatsoever for any loss howsoever arising from reliance upon the whole or any part of the contents of this document.
The Board of Directors and the management of the
issuer accept responsibility for the information contained in this document. To the best of the knowledge and belief of the Board of Directors and the management, 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 does not omit anything likely to affect the reliability of such information".January 2014OFS-5.9.5
The
offering document must contain statements covering the risk of investment to the effect that:(a) All prospective investors should make their own investigation into the offer, and consult their own advisors concerning the risks of the investors and the suitability of thesecurities for their individual requirements; and(b) There may be a lack of liquidity and lack of public market for thesecurities on offer.January 2014OFS-5.9.6
Issuers must ensure that all relevant financial and risk information is placed in theoffering document to allow investors to make an informed decision.January 2014Utilisation of Proceeds and Disclosure of Fees
OFS-5.9.7
In line with Subparagraph OFS-1.5.2(i), all funds collected through an
offering document must only be utilised as prescribed in theoffering document , and such condition must be clearly stated in theprospectus under the related section 'Use of Proceeds'. Any usage of funds that is not as stated in theoffering document is prohibited without the consent of the securities holders and the approval of the CBB. All applications to the CBB for approval must include evidence of the consent of the securities holders.January 2014OFS-5.9.8
The PPM must disclose the estimated total amount of the proceeds of the issue, and the proposed timetable for their utilisation. Disclosure must also be made of the total amount of fees payable by the investors, up-front discount or placement commission agreed by the
underwriters or other placement or selling agents and theissuer of sellingshareholders , as well as the percentage such up-front discounts or placement commissions represent of the total amount of the offering, and the amount of up-front discount or placement commission persecurity .January 2014OFS-5.9.9
The document must highlight to the investor the ultimate dilution of proceeds through the disclosure of fees, offering expenses or up-front discounts or placement commissions. There must be a statement of the major categories of expenses incurred in connection with the issuance and distribution of
securities to be offered, and by whom the expenses are payable, if other than by theissuer . If any of thesecurities are to be offered for the account of an existing holder ofsecurities in theissuer , the PPM must indicate the portion of expenses incurred by him.January 2014OFS-5.9.10
Any
private placement ofsecurities offered in the Kingdom of Bahrain should meet the requirements as set out in OFS-2.4.7 and must set fees within reasonable and justifiable levels that do not materially compromise the interests of theissuer or the investor. The above disclosures of fees and utilisation of proceeds must be made prominently and clearly for the attention of investors.January 2014