MAE-2.12.4
Past version: Effective from 01 Oct 2017 to 31 Mar 2022
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An
(a) The first page of the equity crowdfunding offering statement must contain the following particulars:
(i) Full name and registration number of the equity crowdfunding issuer;
(ii) Number and amount of ordinary shares to be offered: Face or par value of the ordinary shares;
(iii) Offer Price
(iv) Minimum Subscription limit; and
(v) Standard disclaimer statement, written in capital letters and box framed, as follows:
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THIS OFFER DOES NOT CONSTITUTE AN OFFER OF SECURITIES IN THE KINGDOM OF BAHRAIN IN TERMS OF ARTICLE (81) OF THE CENTRAL BANK AND FINANCIAL INSTITUTION LAW 2006 (DECREE LAW NO. 64 OF 2006). THIS OFFER IS MADE IN RELIANCE ON THE EXEMPTION UNDER SECTION OFS-1.4.1(e) OF MODULE OFS, CBB RULEBOOK VOLUME-6. THIS EQUITY CROWDFUNDING OFFERING STATEMENT AND RELATED OFFERING DOCUMENTS HAVE NOT BEEN AND WILL NOT BE REGISTERED AS A PROSPECTUS WITH THE CENTRAL BANK OF BAHRAIN (CBB). THE CBB HAS NOT REVIEWED, APPROVED OR REGISTERED THE EQUITY CROWDFUNDING OFFERING STATEMENT OR RELATED OFFERING DOCUMENTS AND IT HAS NOT IN ANY WAY CONSIDERED THE MERITS OF THE SECURITIES TO BE OFFERD FOR INVESTMENT, WHETHER IN OR OUTSIDE THE KINGDOM OF BAHRAIN. THE CENTRAL BANK OF BAHRAIN ASSUME NO RESPONSIBILITY FOR THE ACCURACY AND COMPLETENESS OF THE EQUITY CROWDFUNDING OFFERING STATEMENT 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 |
(vi) Standard risk disclosure statement, written in capital letter and box framed, as follows:
| COMPANIES HOSTED ON EQUITY CROWDFUNDING PLATFORMS MAY CARRY HIGHER RISK WHEN COMPARED WITH LARGER OR MORE ESTABLISHED COMPANIES LISTED ON LICENSED EXCHANGES. IN PARTICULAR, COMPANIES MAY HOST ON EQUITY CROWDFUNDING PLATFORMS WITHOUT A TRACK RECORD OF PROFITABILITY AND THERE IS NO ASSURANCE THAT THERE WILL BE A LIQUID MARKET IN EQUITY SECURITIES HOSTED ON EQUITY CROWDFUNDING PLATFORMS. YOU SHOULD BE AWARE OF THE RISK OF INVESTING IN SUCH COMPANIES, INCLUDING THE RISK OF LOSING ALL OF YOUR INVESTMENT, AND SHOULD MAKE THE DECISION TO INVEST ONLY AFTER CAREFUL CONSIDERATION AND, IF APPROPRIATE, CONSULTATION WITH YOUR PROFESSIONAL ADVISER(S) |
(vii) If not disclosed on the front cover, the document should include on the inside cover the following declaration by those responsible for it (usually the Directors of the equity crowdfunding issuer):
| THE DIRECTORS OF THE COMPANY, WHOSE NAMES APPEAR HEREIN, ACCEPT RESPONSIBILITY FOR THE INFORMATION CONTAINED IN THIS DOCUMENT. TO THE BEST OF THE KNOWLEDGE AND BELIEF OF THE DIRECTORS, WHO HAVE TAKEN ALL REASONABLE CARE TO ENSURE THAT SUCH IS THE CASE, THE INFORMATION CONTAINED IN THIS DOCUMENTIS IN ACCORDANCE WITH THE FACTS AND CONTAINS NO OMMISSIONS LIKELY TO AFFECT THE IMPORTANCE AND COMPLETENESS OF THE DOCUMENT. |
(b) Information that explains the nature of business, key characteristics of the company and relevant risk factors;
(c) Information that explains the purpose of the fund raising, the offer size and the closing date;
(d) The price to the investors and the method for determining the price;
(e) Information relating to the business plan of the company;
(f) Information about management, directors and owners of 5 percent or more of the issue;
(g) Related-party transactions;
(h) The basis of allotment must be clearly stated and all investors must be treated equally in all aspect and in accordance with allotment basis;
(i) Financial information relating to the company:
(i) Audited financial statements of the company where the equity crowdfunding issuer has been established for at least 12 months; and
(ii) Certified financial statements or information by the issuer's management where the equity crowdfunding issuer is newly established (less than 12 months period);
(j) A roadmap that includes the proposed exit channels for investors and number of year to planned exit;
(k) Disclose the fees that the crowdfunding platform operator is charging for its services and other expenses related to the equity crowdfunding offer ; and
(l) Where the equity crowdfunding issuer makes an Islamic crowdfunding offer , a copy of Shari'a Pronouncement report that the transaction is in compliance with the principles of Shari'a;
(m) Information regarding the option to be availed in event of the equity crowdfunding offer is not fully subscribed but meets the minimum subscription requirement of 80%:
(i) All monies shall be refunded to investors; or
(ii) Provide details of the means by which the shortfall in subscription money shall be funded
(n) Applicable governing law;
(o) In case of overseas equity crowdfunding issuers , various risk factors associated with cross border transactions;
(p) The equity crowdfunding offering statement must be submitted in Arabic and/or English language.
Added: October 2017