Article 32 Immediate Announcement
The issuer must notify the Agency of any major developments or changes in its sphere of activity, i.e.:
32.1 Any information concerning the issuer, or any of its subsidiaries necessary to avoid the establishment of a false market in the issuer's securities, or which would be likely to materially affect the price of its securities.
32.2 Any intention to fix the Record Date of any corporate action and the reason for establishing a Record Date, which shall be at least 10 calendar days after the date of notification to the Agency, and the address of the share registry at which documents will be accepted for filing. In addition, Annual General Meetings must be held within three months from the end of the issuer's financial year.
32.3 Any proposed change in capital, including that of the issuer's debt securities listed on the Exchange, must be notified immediately after board approval.
32.4 Any decision by the board to submit to the issuer's shareholders a proposal for the issuer to be authorized to purchase its own shares must be notified immediately. An indication must be given as to whether the proposal relates to specific purchases, or to a general authorization to make purchases. The outcome of the shareholders meeting must also be notified immediately.
32.5 Any recommendation of declaration of a dividend (including bonuses, if any), the rate and amount per share and date of payment, which shall be within a maximum of 10 calendar days from the general meeting date approving the dividend.
(a) Once the Record Date is announced, the issuer shall not make any subsequent alterations to that date.
(b) All dividends (including bonuses, if any) must be paid within a maximum of 45 days from the date of declaration.
32.6 Any notification to shareholders of any nature that may be price sensitive should be made to the Agency before circulation.
32.7 All resolutions put to an extraordinary general meeting of an issuer within 7 calendar days after such meeting, whether or not the resolutions were carried.
32.8 Any call to be made upon any of the partly paid-up share capital of the issuer.
32.9 Any change of address of the registered office of the issuer, or of any office at which the register of securities of the issuer is kept.
32.10 Any change in the directors or senior management or auditors of the issuer.
32.11 Any proposed alteration to the Memorandum of Association, or Articles of Association of the issuer.
32.12 Any notice of substantial shareholdings or changes received by the issuer relating to:
32.12.1 Acquisition of 5% or more of the issuer's issued and paid-up capital by a beneficial owner, reaching 5% or more.
32.12.2 Ownership of a beneficial owner reaches 10% or more.
32.12.3 If a beneficial owner's ownership reaches 10% or more of the issuer's issued and paid-up capital and wishes to purchase or own 20% of the issuer's shares.
Details of the above information shall be provided. In addition, acquisition or disposal of 10% or more of the paid-up capital of any listed issue on the Bahrain Stock Exchange should be approved by the Agency, prior to the execution of such order on the Exchange.
32.13 Any application filed with a court or legal entity to wind up the issuer, or any of its subsidiaries.
32.14 The appointment of a receiver, administrator or liquidator (or equivalent in the country of incorporation) of the issuer, or any of its subsidiaries.
32.15 Any acquisition of shares of an unquoted company which results in such company becoming a subsidiary of the listed issuer, or where the valuation of the transaction exceeds 10 percent of the net assets of the listed issuer.
32.16 Any acquisition of shares which results in the holding being 10 percent or more of the paid-up capital of another quoted issuer, or where the valuation of the transaction exceeds 10 percent of the net assets of the listed issuer.
32.17 Any sale of shares in another company:
32.17.1 resulting in that company ceasing to be a listed issuer's subsidiary; or
32.17.2 resulting in a holding falling below 10 percent of the issued capital of that company, if it is a quoted issuer.
32.18 After the end of the issuer's financial year (unless accompanied by preliminary financial statements, as required in Article 34), no announcement shall be made of any:
32.18.1 cash dividend;
32.18.2 bonus or rights issues;
32.18.3 record date;
32.18.4 capital return;
32.18.5 passing of a dividend;
32.18.6 sales, turnover or total return.
32.19 Any significant discovery of mineralization or hydrocarbons by an issuer, whose activities include or are to include exploration for natural resources.
32.20 A description of all pending litigation, or occurrence of circumstances of a material nature in which the issuer, or any of its subsidiaries may be involved, which may affect its income derived from title to or possession of any of its properties, licences or concessions from governmental authorities.
32.21 In the case where a valuation (not in the ordinary course of business) has been conducted on the fixed assets of the company and/or its subsidiaries, a prompt announcement must be made and shall state whether the valuation is subject to the approval of supervisory or other government authorities. A copy of each of the valuation reports must be submitted to the Agency and be made available for inspection at the issuer's registered office for a period of 3 months.
32.22 Any change in the status of the issuer for taxation and/or zakat purposes under any statutory provisions must be notified.