First: Introduction and Scope
This appendix sets out the minimum information required to be disclosed in a prospectus (including abridged prospectus and supplementary prospectus), issued in relation to an issue of, offer for subscription or purchase of, or an invitation to subscribe for or purchase, Debt Securities (hereinafter referred to as "issue, offer or invitation").
1.1 The contents of the Debt Securities prospectus and other issuing and offering documents mentioned in the following pages are general in nature and should not be viewed as the sole criteria for disclosure. Directors, underwriters, promoters and any other persons undertaking such responsibilities, as the case may be, have the primary obligation and responsibility in relation to the contents of Debt Securities prospectus and other documents and they should ensure that all such information that is necessary for an assessment of the Debt Securities offered by the prospectus is disclosed.
1.2 The requirements of this Chapter are not exhaustive. Additional information, according to the particular nature of the Debt Securities issuer and of the Debt Securities for which the Agency's approval is sought, must be included to the extent necessary to enable investors and their investment advisers to make an informed assessment of the assets and liabilities, financial position, profits and losses and prospects of the issuer and of the rights attached to such securities, notwithstanding that such information is not specifically required by this Chapter, or any other Chapters of these Guidelines.
Furthermore, the Agency may require disclosure of such additional information as it considers appropriate in any particular case. If the Agency requires such information, it will inform the issuer of the additional information required.
Furthermore, the Agency may require disclosure of such additional information as it considers appropriate in any particular case. If the Agency requires such information, it will inform the issuer of the additional information required.
1.3 Unless the Agency permits otherwise, no issuer may issue Debt Securities in the Kingdom of Bahrain unless:
(a) A prospectus has been submitted to, and approved by the Agency, and published;
(b) A summary of the prospectus has been published in one Arabic and one English language newspaper published in Bahrain.
1.4 A prospectus published in accordance with these Guidelines shall be in such form and contain such financial and other information as the Agency may, by regulation, and as prescribed in this appendix.
1.5 If between the time of preparation of the prospectus and the time of issue of the Debt Securities:
(a) There is a material change in the information included in the prospectus; or
(b) Material new matters arise which would have been required to be included in the prospectus, had they arisen at the time that it was prepared, the issuer must issue a supplementary prospectus which must be approved by the Agency and published in summary form in accordance with these Guidelines.
1.6 The prospectus is valid for a period of 12 months from the date of issue, or a longer period as may be allowed by the Agency.