CmaBylaw
Executive Bylaws
2-5 Of Module Eleven: Dealing in Securities
Section: Chapter Two: Securities Issue and Initial Offering
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Sunday, 12 February 2017
The following documents shall be enclosed with the Security issuance or offering application: 1. An application for Securities issuance or offering signed by the person authorized by the Issuer or Obligor (as the case may be). 2. A draft of the proposed Prospectus, which shall be prepared in accordance with the form approved by the Authority. The draft shall be issued in Arabic and accompanied by an English translation with a statement showing that it is in compliance with the conditions of contents and disclosure. 3. A copy of the subscription application. 4. A copy of any existing or upcoming agreements entered into between the Issuer and other for the purpose of issuing or offering such Securities, in the event that the Authority requires any such agreement. 5. A copy of the Company Contract of the Issuer, Obligor or guarantor, if any. 6. A copy of the commercial register and license or any other similar documents of the Issuer, Obligor or guarantor, if any. 7. A copy of the Company Contract for which shares are convertible, if any. 8. In the event of an issuance of Preferred Shares, a statement of the classification of the Preferred Shares in accordance with the International Financial Reporting Standards shall be attached. The Authority may require the Issuer to re-classify such Shares. 9. A copy of the credit rating report in the event of issuing or offering Bonds or Sukuk. 10. The audited annual financial statements of the Issuer, Obligor or guarantor, if any, for the last three financial years before the application submission date, unless the Securities are issued for subscription in the Issuer’s capital upon its foundation. In the event that the company was founded less than three financial years ago, the financial statements of the provisional period or periods elapsed before the application submission date shall be submitted. Additionally, the quarterly reviewed financial statements shall be submitted in the event that a period of more than six months has elapsed from the last annual audited financial statements prior to the application submission date. 11. A report prepared by an Asset Valuator of any assets in kind in the event that subscription in Securities are to be against assets in kind. 12. A real estate Appraisal Report shall be issued pursuant to Appendix 1 in this Module if the intended Securities are Bonds and Sukuk secured by real estate assets. 13. A copy of the documents proving that the Issuer and Obligor have acquired all the approvals required in accordance with the memorandum of association of the Issuer or Obligor for the issuance or offering of Securities in order to obtain the Authority’s approval. 14. The approval of the Board of Directors of the company into whose shares the Preferred Shares, Bonds or Sukuk shall be converted, and the approval of the company’s General Assembly in accordance with the company’s Memorandum of Association to increase the issued capital of the company for the purpose of making available the Shares required for converting the Preferred Shares, Bonds or Sukuk, pursuant to this Module.Article 2-5 15. A copy of the resolution of the Board of Directors or competent fund’s Administrative Authority by the Obligor, approving the security of the Bonds or Sukuk if the Securities are secured Bonds or Sukuk. 16. Any further documents or information required by the Authority.
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