CmaBylaw
Executive Bylaws
5-11 Contents of Private Placement Prospectus Of Module Eleven: Dealing in Securities
Section: Chapter Five: Securities Subscription
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Sunday, 12 February 2017
If an invitation to subscribe is limited to Professional Clients or a specific category of clients or definite Person or Persons approved by the Authority, a Private Placement Prospectus may be prepared regardless of the provisions of the Articles from (5-6) to (5-10) of this Module, provided that the Private Placement prospectus includes the following information in particular: 1. Issuer’s name, address and date of incorporation. 2. Sales Agent’s name and address, if the Issuer is not the Sale Agent. 3. Subscription Agent’s name and address, if any. 4. Subscription period. 5. Subscription minimum, if any. 6. Kinds of investors eligible for subscription. 7. Details of the intended use of the proceeds of the issue. 8. Statement that the Prospectus has been prepared in accordance with the Law and these Bylaws and approved by the Authority. 9. Statement of the Central Bank’s approval for the issue by Units Subject to the Supervision of the Central Bank. 10. Statement that the Authority shall not be a party to any claim of damages arising from a Prospectus approved by the Authority. 11. Representation of the Issuer, Obligor or Subscription Agent, that it assumes responsibility in case the information included in the Prospectus proves to be incorrect, that the Prospectus does not omit any Material Information and that it is based on factual information and details. 12. 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 with due care, that all information relevant to Securities, Issuer, Obligor is disclosed to the investors 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. 13. Representation 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. 14. 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”. 15. Brief description of the transactions carried out or to be carried out by the Related Parties.Article 5-11 16. Details of the offered Securities as follows: a. Number and class of the Securities offered. b. Statement of the rights arising from Securities, based on the details included in Article (5-9) in this Module. c. Brief description of any restrictions on Trading of the Securities being offered and any future measures concerning Trading thereof. d. Purpose of issuing such Securities. 17. The Private Placement Prospectus shall include the following information concerning the Issuer: a. Number and detail of any Securities previously issued by the Issuer. b. Audited and approved financial statements for the last three years preceding the date of applying for the approval of the Prospectus. In the event that more than nine months has elapsed from the date of the last approved financial statements, the submission of financial statements updated for this period and reviewed by an Auditor shall be required. 18. Information of claims, judicial actions or arbitration procedures, whether considered, suspended or alleged to be taken against the Issuer or any of its Subsidiary Companies, which may have substantial effect on its financial position.
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