Part 4 Part 4 Securities
Chapter 1 Chapter 1 Companies Trading in Securities
Article (80) Definition of Companies Trading in Securities(a) Companies trading in securities are those whose objectives include one or more of the following activities:1. Promoting and underwriting securities or financing investments therein.2. Participating in incorporating of securities companies or increasing the capitals thereof.3. Forming and managing securities portfolios and investment funds.4. Depositing, clearance and settlement of securities.5. Brokering in securities transactions.6. Providing advisory services related to securities.7. Any other activities as approved by the Central Bank.
Article (81) Offers of Securities(a) Subject to the requirements of the Commercial Companies Law or any other law, no person may issue any securities in the Kingdom unless otherwise permitted by the Central Bank. The Central Bank shall specify the information and documents that are required for obtaining permission to issue Securities.(b) Securities may not be offered for public subscription, except by virtue of a prospectus approved by the Central Bank. A summary of the prospectus shall be published in two daily local newspapers, one in Arabic and the other in English.
Article (82) Contents of the Prospectus
The prospectus shall be prepared in such a form and shall contain such financial and other information as required by the regulations of the Central Bank.
Article (83) Types of Securities(a) The Central Bank shall specify the types of securities that may be issued, the methods of offering and dealing with them and the obligations of each issuing party.(b) As an exception from the provisions of the electronic dealings law, the Central Bank may issue electronic securities in such circumstances and with such conditions as it may determine.
Article (84) Supplementary Prospectus
The issuer of securities shall publish a supplementary prospectus, approved by the Central Bank, in two daily local newspapers one published in Arabic and the other in English, if any of the following occurs between the time of preparing the original prospectus and the time of issue of the securities:(a) There is a significant change in the information contained in the prospectus.(b) Any information that should have been included in the prospectus as if they existed at the time of preparing the prospectus.
Article (85) Responsibility of the Person who Prepares the Prospectus
Any person responsible for the preparation of the prospectus must ensure that the prospectus incorporates all the necessary information and that such information is not false or misleading.
Chapter 2 Chapter 2 Listing and Dealing in Securities
Article (86) Listing(a) No Securities may be listed on the Stock Exchange without the approval of the Central Bank and by request from the issuers.(b) Listing shall be restricted to the following securities:1. Stocks of joint stock companies incorporated in the Kingdom and whose main offices are situated in the Kingdom.2. Stocks of non-Bahraini companies that are approved for listing by the Central Bank.3. Bonds and debt instruments approved for listing by the Central Bank.4. Any other financial papers or instruments approved by the Central Bank.(c) The Central Bank shall issue the rules and procedures of listing in coordination with the Exchange.
Article (87) Cancellation of Listing and Suspension of Trading(a) The Central Bank may decide to cancel the listing of any securities that contravene the requirements of the Listing Rules, or to suspend the trading of any listed securities facing exceptional circumstances that the Central Bank considers as sufficient grounds for the suspension of the securities. The cancellation of listing or the suspension of trading shall be decided by the Governor.(b) The Exchange must effect the cancellation or suspension decisions and notify the issuer in writing accordingly. The written notice shall contain the reasons for such cancellation or suspension, the date on which the cancellation or suspension takes effect, and any other details related to the matter.(c) The issuer of securities may appeal against the Central Bank's decision to cancel or suspend dealing, within fifteen days of the date of notification of such decision. The appeal shall be decided upon and the appellant informed of the decision within one month from making the appeal. The issuer of the securities may re-appeal, against the refusal of the first appeal, to a competent court within thirty days from notification of such rejection.(d) The Central Bank shall issue Regulations specifying the cases in which it will cancel the listing or suspend the trading of securities.
Article (88) Cancellation of Suspension Orders
By request from the issuer, the Central Bank may issue a resolution to cancel the suspension of any securities if the exceptional circumstances that prompted the suspension no longer exist.
Article (89) Trading through Licencees
All trading in securities listed on the Exchange shall be conducted through a mediator who is licenced by the Central Bank and registered as a member of the Exchange.
Article (90) Negotiation of Securities
The Central Bank shall issue regulations organizing the negotiation of Securities Listed on the Exchange.
Article (91) Financing of Trading in Securities
Financial institutions may finance trading in Securities in accordance with the regulations issued by the Central Bank.
Article (92) Short Selling and Giving Securities on Loan
The Central Bank shall specify the types of securities, which may be traded by loan and short sale, the terms and procedures of such transactions and the rights and obligations of all concerned parties.
Article (93) Redemption of Securities by their Issuers
Subject to the provisions of the Commercial Companies Law, the Central Bank shall issue regulations specifying the types of Securities, which issuers may redeem, and the procedures to be adopted when the company redeems or resells its securities.
Article (94) Deposit of Securities
No person may engage in depositing of securities without an authorization from the Central Bank.
"Deposit of Securities" means to register the ownership of the securities of a depositor in the name of a depositary under a securities deposit agreement and in accordance with the form issued for this purpose by the depositary.
The Central Bank shall issue the rules governing the Deposit of Securities.
Article (95) Pledge of Securities
With due consideration to the provisions of the Law of Commerce with respect to pledges, the Central Bank shall by Regulation specify the procedures to be followed for the registration of pledges and liens on Securities and the discharge and lifting of such pledges and liens.
No trading of Securities under pledge or liens shall be permitted, except upon the discharge of the pledge or the lien.
The discharge of pledge shall be made by a court order or a written statement signed by the pledger confirming that he has received or waived all of his rights under the pledge deed.
Article (96) Evidence in Disputes Related to Securities
Subject to the rules and laws of evidence and electronic transactions, any computer data, electronic files, recorded telephone calls, telex and facsimile correspondence may be used as evidence in disputes relating to securities.