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  • Resolution No. (4) of 1992 in Respect of the Joint Stock Companies' Securities Prospectus Requirements

    The Chairman of the Exchange's Board of Directors:

    After perusal of Decree Law No. (28) of 1975, in respect of the Commercial Companies Law and its Amendments;
    And Decree Law No. (4) of 1987, pertaining to the establishment and organization of the Bahrain Stock Exchange;
    And the Minister of Commerce & Agriculture's Resolution No. (13) of 1988, concerning the issuance of the Bahrain Stock Exchange's Internal Regulation, amended by Resolution No. (2) of 1990;
    And upon the submission of the Director of the Bahrain Stock Exchange;
    And after the consent of the Exchange's Board of Directors;

    RESOLVED AS FOLLOWS:

    • Article One

      Founders of joint stock companies, before offering their securities for public offering for the establishment of a new company, or raising the capital of an existing company, or changing its legal entity and offering its securities to the public after obtaining the Ministry of Commerce & Agriculture's approval, must submit an application along with two preliminary draft copies of the prospectus to the Bahrain Stock Exchange for approval.

    • Article Two

      The preliminary draft of the prospectus/offering submitted to the Bahrain Stock Exchange for approval, shall contain the following documents, particulars and information:

      1. A copy of the company's preliminary Memorandum and Articles of Association.
      2. A copy of the approval for the public offering.
      3. A copy of the General Assembly's extraordinary meeting Resolution approving the company's increase of capital.
      4. A copy of the Resolution regarding the capital contribution in-kind, if available.
      5. A list of shareholders who own 5% or more of the company's capital.
      6. A declaration of any investment privileges or concessions that the company enjoys under any law, if available.
      7. A copy of the existing company's auditor's report, pertaining to the financial matters referred to in the prospectus.
      8. A sample of the shares certificates.
      9. Any other documentation or particulars that may be required by the Bahrain Stock Exchange.

    • Article Three

      The Bahrain Stock Exchange shall review the prospectus, approve it and stamp it for publication. Thereafter, the Exchange shall retain one copy of the prospectus and deliver the other copy to the applicant company.

    • Article Four

      The joint stock company must publish the prospectus in a printed form, if the securities issue value exceeds BD 200,000.

    • Article Five

      The joint stock company must provide every subscriber with a copy of the prospectus during the public offering.

    • Article Six

      The joint stock company must submit to the Bahrain Stock Exchange the draft text of the prospectus intended for publication in the press for the Exchange's approval. This text must include all the particulars required in accordance with the Commercial Companies Law and its amendments and the Bahrain Stock Exchange's regulations. This preliminary text shall be submitted to the Exchange one week before its publication.

    • Article Seven

      The two standard forms of the prospectus attached to this Resolution shall be used.

    • Article Eight

      The Director of the Bahrain Stock Exchange shall implement this Resolution, which shall come into effect from the date of its publication in the Official Gazette.

      Minister of Commerce and Agriculture
      and Chairman of the Board of Directors
      of the Bahrain Stock Exchange

      Issued on 9 Rajab 1412 H
      Corresponding to 13 January 1992