Summarize key information about the issuer's financial condition, capitalization and risk factors. If the financial statements included in the document are restated to reflect material changes in the issuer's group structure or accounting policies, the selected financial data must be restated.
Selected Financial Data
5.1.1 The issuer shall provide the selected historical financial data for itself for the five most recent financial years (or such shorter period as the issuer has been in operation), in the same currency as the financial statements. Selected financial data for either (or both) of the earliest two years of the five year period may be omitted, if the issuer declares to the Agency that such information cannot be provided, or cannot be provided on a restated basis, without unreasonable effort or expense. If interim period financial statements are included, the selected financial data should be updated for that interim period, which may be unaudited, provided that fact is stated. If selected financial data for interim periods are provided, comparative data from the same period in the previous financial year shall also be provided, unless the requirement for comparative balance sheet data is satisfied by presenting the year-end balance sheet information. In the provision of this summary of financial information, the issuer is required to state whether the financials (a) have been prepared in accordance with International Accounting Standards (IAS); (b) have been audited; and shall state the type of audit opinion received (i.e. 'clean' or 'qualified').
5.1.2 The selected financial data presented should include items generally corresponding to the following, except that the specific line items presented should be expressed in the same manner as the corresponding line items in the issuer's financial statements. Such data shall include, at a minimum, net sales or operating revenues; income (loss) from operations; income (loss) from continuing operations; net income (loss); net income (loss) from operations per share; income (loss) from continuing operations per share; total assets; net assets; capital shares (excluding long-term debt and redeemable preferred shares); number of shares as adjusted to reflect changes in capital; dividends declared per share in the functional currency of the issuer and also in either US Dollars or Bahraini Dinars, including the formula used for any adjustments to dividends declared, and diluted net income per share. Per share amounts must be determined in accordance with the same body of accounting principles used in preparing the financial statements.
Where the financial statements provided in response to Article 18
below are prepared in a currency other than the Bahraini Dinar (BHD) or United States Dollar (USD), disclosure of the exchange rate between the financial reporting currency and BHD or USD should be provided, using the exchange rate designated by the Agency for this purpose, if applicable:
(i) At the latest practicable date;
(ii) The highest and lowest exchange rates for each month during the previous 12 months; and
(iii) For at least the last three most recent financial years and any subsequent interim period for which financial statements are presented, the average rates for each period, calculated by using the average of the exchange rates on the last day of each month during this period.
5.2 Capitalization and Indebtedness
A statement of capitalization and indebtedness (distinguishing between guaranteed and unguaranteed, and secured and unsecured indebtedness)
dated not more than 60 days prior to the date of the document shall be provided, showing the issuer's capitalization on an actual basis, and if
applicable, as adjusted to reflect the sale of new securities being issued and the intended application of the net proceeds therefrom. Indebtedness also includes indirect and contingent indebtedness.
Reasons for the offer and use of proceeds
5.3.1 The document shall disclose the estimated net amount of the proceeds of this issue, broken down into each principal intended use thereof. If the anticipated proceeds will not be sufficient to fund all the proposed purposes, the order of priority of such purposes should be given, as well as the amount and sources of other funds required. If the issuer has no specific plans for the proceeds, it should discuss the principal reasons for the offering.
5.3.2 If the proceeds are being used directly or indirectly to acquire assets other than in the ordinary course of business, briefly describe the assets and their cost. If the assets will be acquired from affiliates of the issuer or their associates, disclose the persons from whom they will be acquired, and how the cost to the issuer will be determined.
5.3.3 If the proceeds may, or will be used to finance acquisitions of other businesses, give a brief description of such businesses and information on the status of the acquisitions.
5.3.4 If any material part of the proceeds is to be used to discharge, reduce or retire indebtedness, describe the interest rate and maturity of such indebtedness, and for indebtedness incurred within the past year, the uses to which the proceeds of such indebtedness were put.
5.4 Risk Factors
The document shall prominently disclose risk factors that are specific to the issuer or its industry, and which might make the offering speculative or one of high risk, in a section headed "Risk Factors". Issuers are encouraged, but not required, to list the risk factors in the order of their priority to the issuer. Among other things, such factors may include for example: the nature of the business in which it is engaged or proposes to engage; factors relating to the countries in which it operates; the absence of profitable operations in recent periods; the financial position of the issuer; the possible absence of a liquid trading market for the issuer's securities; reliance on the expertise of management; potential dilution; unusual competitive conditions pending expiration of material patents, trademarks or contracts; or dependence on a limited number of customers or suppliers.