The total amount payable to the bidder participating in the subscription for these securities and the number and description of the securities. The name of the offeree participating in the subscription for these securities and his passport number or national ID and signature. c. Date of declaration.
Private Placement Offer Article 7 : Scope and application
Types of private placement offer
Offers to Sophisticated Investors
Limited Offers
Private placement requirements
The tenderer or the authorized person may extend the tender period, provided that such extension must be notified to the Authority before the expiry date of the tender period. g) Without prejudice to point (e) of this article, if the offer is a program for the issuance of debt instruments, within ten days after the end of the offer of each issue of a program, the offeror must provide the Authority with information on the total proceeds and the conditions of issue.
Responsibilities and obligations of the Authorised Person
Information to investors and private placement advertisements
No continuing obligations
Secondary market activity
If the requirement in subsection (1) of paragraph (a) of this section cannot be met because the price of the securities offered or sold to the transferee has declined since the date of the initial private placement, the transferor may offer or sell securities. to the recipient if their purchase price during the original private placement period equaled or exceeded one million SR or an equivalent amount. If the requirement in paragraph (b) of this article cannot be met, the transferor may offer or sell the securities if he sells his entire holding of these securities to a transferee.
Public Offer Chapter 1: General Provisions
Application of the provisions on public offers
Requirement to comply with the Listing Rules
Required Approvals
Appointment of representatives of the issuer
Fees
Advisors to the Issuer Article 21 : Appointment of advisors
Requirements and obligations of the financial advisor
Requirements and obligations of the legal advisor
Conditions for a Public Offer
Conditions for a public offer of shares The conditions for making a public offer of shares are
Conditions for a public offer of debt instruments
Additional conditions for a public offer of convertible debt instruments a) The issuance of convertible debt instruments shall be subject to the following
The issuer may not issue already issued convertible debt instruments of the same class unless such instruments have been registered and offered in accordance with the provisions of this Part.
Application for Registration and Offer Article 27 : Underwriting
Requirement to submit an application for registration and offer to the Authority
Supporting documents
Without prejudice to this period, in the event that such documents are related to any litigation or claim (including any litigation pending or threatened) or any ongoing investigations, the issuer must retain such documents until the conclusion of that litigation, claim or ongoing investigation. e).
The Prospectus
Issuances not requiring a prospectus
The relevant securities may not be issued before the approval of such application by the Authority.
Supplementary prospectus and supplementary circular
If the information provided suggests to the Authority that the proposed offering of securities may not be in the interest of investors or may result in a violation of the Capital Market Law, its Implementing Regulations or Exchange Rules, then it may asks the issuer to terminate the offer. f) The supplementary prospectus or supplementary shareholder circular must not be published or made available to the public without obtaining the approval of the Authority.
Authority powers in relation to the application for registration and offer a) The approval of the application for registration and offer of securities will only be given
The commencement of this period is not subject to the Authority's receipt of the notice referred to in subsection (1) of paragraph (a) of this Article, provided that the notice must be submitted to the Authority before the end of the review period, otherwise the Authority may extend the review period for a period not exceeding 10 days from the date of receipt of the notice. In the event that the issuer is a special purpose entity, the Authority may require the entity or its representative and the issuer or its representative to appear before the Authority to answer questions and explain any matters that the Authority considers relevant to the application considered;.
Publication of prospectus, shareholders’ circular and formal notices
Dissemination of information
Application to employee share schemes
Dormant applications
Financing Transactions for Special Purposes Entity Chapter 1 : New Financing Transactions For Special Purposes Entity
Approval of new financing transactions by the Authority
Procedures and powers of the Authority in relation to a financing transaction application
Chapter 2 : Financing Transactions Conditions for Special Purposes Entity Article 41 : Scope and Application
Financing structures
Appointment of a custodian
Investor protection
Use of proceeds
Payments and bank accounts Without prejudice to Article 45 of these Rules
Investments
Enforceability
Financing transactions involving the issue of asset-linked recourse debt instruments or asset backed debt instruments
Multiple financing transactions
Chapter 3 : Investors Protection Article 51 : Investors protection
Stop orders
Capital Alteration Chapter 1 : Capital Increase for Issuers of Listed Shares
Application submission for capital increase of issuers of listed securities and supporting documents
Conditions and requirements applicable to a rights issue
Conditions and requirements applicable to a capitalisation issue
Conditions and requirements applicable to capital increase through debt conversion
Conditions and requirements applicable to a capital increase to acquire a company or purchase an asset
Capital Reduction for Issuers of Listed Shares
Conditions and requirements applicable to a capital reduction
Continuing Obligations Chapter 1: Disclosures
Scope and application
Complete, clear, accurate and not misleading disclosures
Obligation to disclose material developments
Disclosure of specific events
If the issuer is a special purpose entity, any legal proceedings taken or threatened against the special purpose entity, any criminal or disciplinary proceedings or sanction that will be or is likely to be imposed on the special purpose entity . If the issuer is a special purpose entity, any legal proceedings taken or threatened against the members of the board of directors of a special purpose entity, any criminal or disciplinary proceedings or sanctions that will be or are likely to be caused to the members of the board of directors of the entity for special purposes, if the subject of the procedure or sanction has to do with the work of the Board of Directors or one of its members in the Entity for special purposes.
Disclosure of financial information
If the issuer is a special purpose entity, any legal proceedings that have been or are threatened against the members of the board of directors of the special purpose entity, any criminal or disciplinary proceedings or sanctions that will or may be imposed on the board members by the directors of the special purpose entity , if the subject of the procedure or sanction relates to the work of the board of directors or one of its members in the entity for special purposes. e) The issuer must ensure that the external auditor auditing its financial statements and any of its partners in accordance with the rules and regulations of SOCPA in relation to the ownership of shares or securities of the issuer or any of its subsidiaries in order to ensure the independence of the audit company and the independence of any partner or employee of that company. If the issuer is a foreigner whose shares are listed in the main listing in accordance with the Listing Rules, it prepares interim and annual financial statements in accordance with international standards issued by the International Accounting Standards Board.
Board of directors' report
Duties of directors and senior executives
Provision of documents to the Authority
Restrictions on Dealings
Such notice must be given at the end of the third trading day following the occurrence of the relevant event. For the purposes of this Article, a person's notification to a stock exchange pursuant to paragraph (a) of this Article in respect of ownership or interest in 5% or more of any class of voting stock of a foreign issuer whose stock is listed on a major stock exchange. Market under the Listing Rules, limited to those listed on the Main Market under the Listing Rules.
Dealings of directors and senior executives
The person referred to in paragraph (a) of this article must notify the stock exchange of any change to the list of persons referred to in paragraph (a) of this article, including any event that requires the inclusion of a person in this list. or exclusion of any person previously included on this list. The prohibition from paragraph (a) of this article does not apply to the exercise of the registration right when issuing rights and selling these rights. c) Upon termination of the director's membership in the board of directors or dismissal of the director from the board of directors. directors, the termination of any membership of the audit committee or the resignation of any senior management of the issuer during any of the periods referred to in paragraph (a) of this article, such period (if applicable) applies to the director, audit committee member or senior executive officer and any from their colleagues.
Restrictions on shares
Offer or Registration in Parallel Market Article 71: Scope and application
Appointment of representative of the issuer
Appointment of advisors
The financial adviser and the legal adviser (if any) will take into account the principles of the profession when providing advice to the issuer on the application for registration and offer of its securities, the registration of its shares in the Parallel Market or compliance with Capital Market law and its implementing regulations and exchange rules. f) The Authority may at all times require the issuer to appoint a financial adviser, a legal adviser or any other adviser to advise the issuer on the application of the provisions of the Capital Markets Law, its Implementing Regulations, the Exchange Rules or the Companies Act or its Implementing Regulations.
Approval of the issuer
Conditions for an issuer
Requirement to submit the application to the Authority
If the issuer has already listed its shares on the Parallel Market, subparagraphs and (15) of paragraph (b) of this article do not apply to the application for a capital increase for the acquisition of a company or the purchase of an asset, the issuance of new shares for debt conversion or rights issue. f) If the offering is not completed by the prescribed closing date of the offering as stated in the prospectus provided to the Authority, the financial adviser must within ten days send to the Authority a written notice, signed by the financial adviser, stating confirms that the offer has not been completed. . The financial advisor, in consultation with the issuer, may extend the offer period before the end date of the offer. The qualified investor... who has subscribed to the shares before the extension of the offer period may cancel or change his subscription. G).
Dormant applications
The Prospectus and the registration document
Issuances not requiring Prospectus
Supplementary Prospectus and supplementary Shareholders’ Circular or supplementary registration document
Authority powers in relation to the application
To determine the extent to which potential investors are willing to participate in the subscription of the Issuer's shares, if they are offered, provided that this does not result in a binding undertaking to subscribe. h) The Issuer and its financial advisor may, prior to the supervisory approval of the application for registration and offering of shares, be permitted to provide information about the Issuer and its accounts to a specific group of authorized persons to handle the advisory business regarding the purpose of preparing research reports and financial reports on the issuer, provided that such studies and reports are not published before approval has been obtained from the Authority for the use of registration and offering of shares. i) The Issuer and its financial advisor may, prior to the Authority's approval of the application for share registration, be permitted to provide information about the Issuer and its annual accounts to the group of potential investors. To determine the extent to which potential investors are willing to invest in the Issuer's shares if they are directly listed on the Parallel Market. j) The Issuer and its financial adviser may, prior to the Authority's approval of the application for share registration for direct listing on the parallel market, be permitted to provide information about the Issuer and its financial statements to a specific group of authorized persons to carry out the advisory activity with the aim of preparing research and financial reports about the issuer, provided that such studies and reports may not be published before approval has been obtained from the Supervisory Authority for the application for registration of shares on the parallel market.
Publication of Prospectus, Shareholders’ Circular, Registration Document and formal notices
The approval of the Authority on the application of the offer and registration of securities on the parallel market is deemed to be an approval of the prospectus or the shareholders' circular, as the case may be. e) The approval by the Authority of the application for registration and offer of shares on the parallel market or the application for registration of shares on the parallel market shall be deemed to be an approval of the prospectus, the shareholders' circular or the registration document, as the case may be . f) The prospectus, shareholders' circular or registration document (if applicable) may not be published and made available to the public without the approval of the application for registration and offer of shares or application for registration on the parallel market by the Authority. g) The Issuer and its financial advisor may, prior to the approval by the Authority of the application for registration and offer of shares, be authorized to provide information about the Issuer and its financial statements to the group of potential investors;
Dissemination of information
Application submission for capital increase of issuers of shares listed in the Parallel Market
Conditions related to issuance of rights issue
Conditions related to a capitalisation issue
Conditions related to increasing the capital by debt conversion
Conditions related to capital increase for acquiring a company or purchasing an asset
Capital reduction for issuers of shares listed on the Parallel Market
Each draft circular has a draft number and date of issue on the first page.
Continuing obligations 1
Fees for the Parallel Market
Provisions for Reverse Takeover and Demerger Article 92: Scope of Application
General Provisions
Announcement and Conditions of a Reverse Takeover
Potential Suspension of Listing when Announcing a Reverse Takeover
Applying Class Tests and Calculating Percentage Ratios
If any percentage calculations result in an unusual or inappropriate result of the extent of the issuer's activities, the Supervisory Authority may ignore such calculations and replace them with other size-related indicators, including the sector-specific measures. Furthermore, the Issuer must comply with the relevant requirements applicable to the Transaction at the time of its declaration.
Aggregation of Transactions
The company listed on the stock exchange submits to the authority for assessment alternative measures that it considers appropriate. In the event of any change in percentages between the time the transaction is discussed with the Authority (as applicable) and the time of its announcement, the issuer shall notify the Authority of such change.
Conditions relating to the listed company
Application of class test calculations to this transaction as detailed in Schedule 24 to these Rules.
Shareholders' approval
In connection with any demerger transaction for which the approval of the shareholders is required in accordance with Article 99 of these Rules, the issuer shall prepare a circular on the proposed demerger, which shall be submitted to the shareholders, published and made available to the public at least 14 days in advance. until the date of the general meeting. The issuer must announce that it has filed an application for registration, offering of its securities and listing as a separate entity as soon as the completed applications are submitted to the authority and the stock exchange (or its equivalent in any foreign country).
Publication and Entry into Force Article 104: Publication and entry into force
Annexes ANNEX 1
The following information must be signed and dated by the offeror or an authorized officer of the offeror and notified to the Authority at least ten days before the proposed date of the offer. We, being insert name of the offeror(s), hereby jointly and severally declare that to the best of our knowledge and belief (having taken reasonable care to ensure that this is the case) the information contained in the private placement notice and offer documents to be used to advertise the offer are in accordance with the facts and contain no omission likely to affect the truth of such information and are fair, clear and not misleading.
ANNEX 3A
SPONSOR’S DECLARATION To: The Authority
We acknowledge that the issuer's securities will be eligible to remain listed only if the issuer and the securities comply with the applicable requirements of the Securities Offer and Continuing Obligations Rules and the Listing Rules. We hereby jointly and severally undertake and agree to comply with the Capital Markets Law and the applicable regulations and rules issued from time to time by the Authority and in particular undertake and agree to comply with the ongoing obligations towards the Authority set out in The relevant part of the Law on the Capital Market and the Rules for the Offer of Securities and Continuing Obligations and the Law on Companies.
ANNEX 7A
We authorize the Authority to share any relevant information with authorities, agencies or bodies having responsibility for the supervision of financial services or other relevant authorities. This appendix shall be submitted electronically through the automated system designated by the Authority for this purpose and the provider shall retain the original copies (or, as the case may be, certified copies) for a period of not less than ten years.
ANNEX 7B
Information regarding board members
Answer the following questions
If so, all such convictions must be disclosed, together with the name of the court where you were convicted or the company was convicted, the date of conviction and full details of the offense and sentence imposed. Have you ever been disqualified by a court from acting as a director of a company or special purpose entity or from acting in the management or conduct of affairs of a company or special purpose entity?
A declaration in the following form
Have you been refused membership or renewal of membership of any professional body, institution, association or stock exchange, been censured or punished or had your membership revoked by any such organization to which you belong or to which you belong, or have you been held of a practical certificate under certain conditions? .
ANNEX 8(a)
DIRECTOR'S DECLARATION IN A STRUCTURE WITH RIGHT TO RECOURSE
Information regarding the board member
- Important notice
- Corporate directory This section must include the following
- Summary of basic information This section must include the following
- Summary of financial information
- Table of contents
- Terms and definitions
- Risk factors
- Issuer’s background and business nature This section must include the following information
- Ownership and Organisational structure This section must include the following information
- Dividend policy
- Costs of direct listing
- Declarations
- Information concerning the shares and terms of direct listing This section must include the following information
- Documents Available for Inspection
- External auditor’s report
MARKET OR AN APPLICATION FOR REGISTRATION IN THE PARALLEL MARKET
FORM OF LETTER FROM FINANCIAL ADVISOR REGARDING APPLICATION FOR REGISTRATION AND PARALLEL OFFER. In the event of a lawsuit or claim (including any existing or threatened lawsuit) or any existing investigative proceedings with respect to such documents, the Provider will retain such documents pending the conclusion of such litigation, claims or investigative proceedings.
CONTENTS OF SHAREHOLDERS’ CIRCULAR FOR A CAPITAL INCREASE OF A COMPANY THE SHARES OF WHICH ARE LISTED ON
THE PARALLEL MARKET BY DEBT CONVERSION
A statement from the issuer's directors confirming that in the board's view, the proposed capital increase to acquire a company/asset is in the best interests of the issuer and shareholders. The statement prepared and signed by the board of directors of the issuer and its auditor (who are jointly responsible for its correctness) on the origin of the debt and its value;.
CONTENTS OF SHAREHOLDERS’S CIRCULAR FOR A CAPITAL INCREASE OF A COMPANY WHICH SHARES ARE LISTED ON THE
ASSET
CLASS TEST
- The Assets test
- The Profits test
- Revenues test
- Consideration test
