عربي    
 
                Search
                Useful Links
                 

                 
                 

                Disclosure

                Article (34)
                A- 1- No person shall make a public offer unless a prospectus is filed with the Commission, together with such additional information and data which enables investor to make his investment decision.
                2- The Board shall issue instructions specifying the information and data which shall be included in prospectus or attached therewith.
                B- Securities offer shall be in one of the following ways:
                1. A prospectus;
                2. An advertisement containing a summary of the prospectus and other information or data required by the Commission or authorized thereby pursuant to instructions issued by the Board;
                3. A written text attached to or preceding the prospectus, provided the prospectus has come into effect.
                C- The sale of securities that are part of a public offer shall not be binding upon the buyer unless the buyer first has received a copy of the effective prospectus.

                Article (35)
                A- In addition to any other requirements the Commission may impose pursuant to Article (34) of this Law, the information and data to be filed together with the prospectus shall include copies of the following:
                1. Any agreement or agreements concluded with the Underwriter;
                2. Opinion of legal counsel in respect to the legality of the issue;
                3. The Issuer’s memorandum of association if the Issuer is a public shareholding company or a private shareholding company, and a copy of its articles of association and any other documents relevant to the company;
                4. If the Issuer is a limited liability company, the documents pursuant to which the company is established or declared;
                5. If the Issuer is a partnership or any other form of organization, the articles of partnership or association and any other papers pertaining to its organization, and a copy of the underlying agreements or indentures affecting any stock, bonds, or debentures offered or to be offered;
                6. All contracts that contain material facts but no disclosure shall be required of any portion of any such contracts if the Commission determines that disclosure of such portion would impair the value of the contract and would not be necessary for the protection of the investors;
                7. The agreements concluded between the Issuer, the payment agent, and the Custodian of the securities subject to the offer.
                B- The Commission may, in accordance with instructions issued by the Board, request any information or data, other than what is provided for in Paragraph (A) of this Article, to be included in a written or electronic document, and attached with the prospectus.

                Article (36)
                The Board may, in accordance with criteria it determines, grant exemptions from submitting a prospectus in the following cases: A- If the number of investors, to which the Public Offer is made, is limited, and the investors are capable of assessing and bearing the investment risks;
                B- If the funds intended to be raised by the offer are limited;
                C- If the disclosure submitted to the investors is accurate and sufficient to be considered as a substitute for the prospectus.

                Article (37)
                A- The prospectus shall be submitted in the written or electronic form specified by the Commission in accordance with the instructions issued by the Board, and shall be signed by the chairman of the board of directors or the chairman of the executive board and each of the chief executive officer or the chief operating officer and the chief financial officer of the Issuer, in addition to the following:
                1. If a company is in the process of being established, the majority of the founders;
                2. If the company is a public shareholding company or a private shareholding company, the majority of the members of the
                board of directors of the Issuer;
                3. If the Issuer is a limited liability company, the majority of partners;
                4. The Underwriter or Underwriters, as the case may be;
                5. The auditor who certified financial reports attached to the prospectus.
                B- The Board may prescribe a specific form or type of electronic signature that shall serve as equivalent evidence to written signature.

                Article (38)
                A- The prospectus shall become public upon its submission to the Commission.
                B- The Commission shall provide public access to prospectus and to other information filed in accordance with the provisions of this Law.
                C- Upon petition by an Issuer or Underwriter, good cause therefore shown, the Board may order portions of the information filed together with the prospectus to be treated as confidential on the grounds that public disclosure would risk disclosing important business secrets. The Board shall hold a hearing to decide the claims presented in the petition.

                Article (39)
                The prospectus is deemed to be effective thirty days after its submission to the Commission, unless if within this period, the Board declares the prospectus effective or rejected. The Board may specify the period during which the prospectus is considered effective.

                Article (40)
                The Issuer shall inform the Commission in writing or electronically of any changes to the information in the prospectus as soon as they occur, whether or not the prospectus has been declared effective.

                Article (41)
                A- The Commission shall review the prospectus and the information attached thereto in accordance with the provisions of Articles (34), (35), and (37) of this Law to determine whether the prospectus satisfies the requirements of this Law and the regulations, instructions and decisions issued pursuant thereto. For this purpose, the Board shall hold hearings for the purpose of evaluating the correctness, accuracy and sufficiency of the information filed therewith.
                B- The Board may reject the prospectus or deny its effectiveness if it finds that:
                1. The prospectus or any of the accompanying information does not conform to the requirements of this Law or the regulations, instructions or decisions issued pursuant thereto, or with the requirements of the public interest and investors protection;
                2. That the prospectus or any of the accompanying information contains false, inaccurate or misleading data, or that it omits material facts that enable the investor to take his investment decision, or that it presents information in a way that renders the information set forth therein in the context in which it appears, false, misleading or inaccurate;
                3. If the required fees for the effectiveness of the prospectus are not paid.

                Article (42)
                The following shall be considered in violation of the provisions of this Law:
                A- Any Issuer who submits a prospectus including false data pertaining to material facts or omissions of such facts;
                B- Any person who signs a prospectus that includes false data pertaining to material facts or omissions of such facts;
                C- Any person who does not conform to prospectus requirements prescribed by the Commission;
                D- Any person who sells securities by public offer without an effective prospectus.

                Article (43)
                A- Every Issuer shall file with the Commission, in accordance with the instructions issued by the Board, and publish the following periodic reports:
                1. An annual report, including financial statements certified by an auditor, within 90 days of the end of its fiscal year;
                2. A semi-annual report within 30 days of the end of its biannual fiscal year;
                3. A preliminary report about its activities submitted after a preliminary audit thereof, within a maximum period forty five days from the end of the fiscal year;
                4. A report pertaining to the election of the board of directors or the executive board or any change in the composition or identity of any members thereof.
                B- The Board may prescribe the form and content of the reports required under Paragraph (A) of this Article, provided it specifies the persons required to sign the report. In so doing, the Board shall give due consideration to the feasibility of electronic filing.
                C- Publication of the reports specified in Paragraph (A) of this Article may be in a local daily newspaper, or by means of written or electronic mailings addressed to each security holder or by such other means adopted by Commission according to instructions issued by the Board.
                D- Every Issuer must make public, and file with the Commission, any material facts upon recognizing such.

                Article (44)
                The Board shall issue instructions specifying those persons who are required to notify the Commission of securities under their ownership or disposal whether relating to issues for their own account or accounts under their disposal..

                Article (45)
                A- No person shall publicly bid to purchase, or acquire by exchange, more than 40% of a Public Issuer's securities except by means of a Public Take-over Bid in accordance with instructions issued by the Board.
                B- A Public Take-over Bid to purchase or exchange any securities is deemed to be an offer to all owners of such securities.
                C- Any person who makes a Public Take-over Bid shall pay any owner of securities that are subject matter of the offer, who offers to sell such securities, the highest price paid to any other seller of such securities, without discrimination.
                D- If the number of securities offered for sale or exchange by owners to the person who makes the Public Take-over Bid is higher than the number of securities that the person intends or commits to buy or exchange, then the purchase or exchange shall be from all owners who offer to sell or exchange, in the proportion of the securities offered for sale or exchange to the total securities demanded for purchase or exchange.

                Article (46)
                A- The Issuer’s Board of Directors shall form a committee known as the (Auditing Committee), which shall consist of three nonexecutive members of the Board, and shall notify the Commission of the committee’s formation and any changes thereto.
                B- The functions, authorities, and term of service of the Auditing Committee shall be specified by instructions issued by the Board.





                Send to a friend Printer friendly version Contact us
                back