CmaBylaw
Executive Bylaws
5-6 Contents of a Public Offer Prospectus Of Module Eleven: Dealing in Securities
Section: Chapter Five: Securities Subscription
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Sunday, 12 February 2017
A Public Offer Prospectus shall include all information that may enable investors to evaluate the Issuer’s financial status and future prospects and the rights arising from the Securities offered, in accordance with the nature of issue or offering and nature of the Securities. The Public Offer Prospectus shall consist, in particular, of the following details: 1. An index of the contents of the Prospectus. 2. The name and address of the Subscription Agent. In the event that the Issuer is not the Subscription Agent a further statement of the rights, obligations and duties of the Subscription Agent. 3. Amount of Securities issued or offered. 4. Subscription opening and closing dates. 5. Subscription minimum limit. 6. Detailed description of the risks related to subscribing in the Securities. 7. Detailed statement of the use of the proceeds of the issuance. 8. Procedures for returning money to subscribers if their applications are not approved either wholly or partially and a statement of the repayment schedule and indemnifications resulting from any delay in repayment of the subscription money in the event that the issue be cancelled. 9. A statement that the Prospectus has been prepared in accordance with the applicable Law and these Bylaws and approved by the Authority. 10. A statement of the Central Bank’s approval of the issue or offering for the Units Subject to the Supervision of the Central Bank. 11. Declaration that the Authority shall not be a party to any claim related to damages arising from a Prospectus approved by the Authority. 12. Representation by the Issuer, Obligor and Subscription Agent which states that they assume responsibility in the event that the information included in the Prospectus is incorrect, that the Prospectus does not omit any Material Information and that it is based upon accurate data and information. 13. Statement setting out the Islamic Sharia opinion if the Securities comply with the Islamic provisions. 14. Statement of the Board of Directors or on behalf of each Member of the Board of the Issuer and Obligor, confirming that all the information shown in the Prospectus is complete, accurate and true, that the statement is issued after due diligence, that disclosure is made of all information relating to the Securities, Issuer, Obligor and guarantor for the purpose of deciding whether to subscribe in such Securities or not and that all the provisions of this Module, Law and Bylaws, Companies Law and its Executive Regulations and the laws and instructions issued by the Authority are complied with.Article 5-6 15. Representations of the legal advisors of the Issuer or Obligor certifying that they have reviewed the Prospectus and relevant documents and ensured that they comply with the relevant legal requirements and that the Obligor has obtained all the approvals required to ensure the validity and effectiveness of its obligations. 16. If the Prospectus includes a technical statement made by an expert or a Licensed Person or a Registered Person, the Prospectus shall include a reference to the approval of the person who prepared such technical statement that it may be included in the Prospectus, and that it remains valid. 17. An explicit notice as follows: “We recommend that you seek advice of an appropriately qualified Licensed Person regarding the contents of this Prospectus before deciding to take part in the subscription”. 18. The subscription fees or estimated fees, together with the person responsible for paying these fees. 19. Copy of the Memorandum of Association and Articles of Association of the Issuer. 20. A statement of the names of the Persons in charge of supervising the Issuer directly or indirectly.
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