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                Instructions Of Issuance & Registration of Securities Law (2005)

                Instructions of Issuance and Registration of Securities for the Year 2005 Published on Page 4595 of the Official Gazette No. 4726 on 1.11.2005 Issued by Virtue of Article (12/Q) and Article (123/B) of the Temporary Securities Law No. 76 for the Year 2002 Issued Pursuant to Decision No. (446/2005) of the Board of Commissioners of the Securities Commission

                Article (1):

                 These Instructions shall be Known as the “Instructions of Issuance and Registration of Securities for the Year 2005”, and the Annexes attached hereto shall be deemed an integral part thereof. These Instructions shall come into force as of 1/12/2005.

                Article (2):

                 The words and phrases mentioned in these Instructions shall have the meanings assigned thereto in the Temporary Securities Law No. 76 for the Year 2002, unless the context indicates otherwise.

                Article (3):

                A- Every Issuer of securities in the Kingdom shall submit an application to the Commission for the registration of those securities therewith in accordance with these Instructions. B- The Board may reject the registration and issuance of any securities if it is found that the issuance thereof might cause damage to the owners of the Issuer’s securities or the investors in general.

                Article (4):

                A- The Issuer may, after registering its securities with the Commission, offer them for sale through:
                1-Public offer for sale of securities, which is the bid directed to more than thirty persons.
                2-Non-public offer for sale of securities, which is the bid directed to thirty persons or less.
                B- The Issuer shall provide the Commission with all the documents related to the issuance process including the necessary approvals and decisions.


                 Article (5):


                 A- The public offer of securities shall come to pass through an effective prospectus, by an advertisement, the text of which, and the data and information included therein shall be approved by the Commission. The advertisement shall be published at least twice in two local daily newspapers, no less than seven days prior to the date set for the commencement of the subscription or sale.
                B- No person shall make a public offer except through an effective prospectus.
                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 prospects.
                D- In the event of selling securities through non-public offer, the Issuer shall publish at least twice in two local daily newspapers about the data and information related to the issuance process, including the issuance value and the parties to which that issuance is allotted.

                Article (6):

                The public offer for the sale of securities shall include: Public Issuance: This is the offer by the Issuer to sell its new issues of securities, including the initial issues of shares and bonds. Public Subscription: This is the offer by the Issuer to sell its securities, by means other than public issuance, through making such shares available for trading on the market. This includes the shares resulting from the change of the legal capacity of the Issuer and the shares resulting from privatization of the public sector’s enterprises and corporations.

                Article (7):

                 Public issuance of securities shall take place in one of the two following methods:
                A- Subscription thereto by the public through banks according to the following:
                1-Subscription shall take place on the subscription forms attached to the prospectus.
                2-The banks at which the subscription takes place shall hand to the subscriber a copy of the prospectus before accepting the application for subscription.
                3-Subscription shall take place according to the price stated in the prospectus and specified by the Issuer.
                4-The minimum number of shares in a single application for subscription shall be between 100-500 shares, and this shall be stated in the prospectus.
                5-The banks at which the subscription takes place shall ensure the correctness of the subscription processes and the competence of the subscriber according to the official documents.
                B- The sale to the public according to the trading procedures in force in the market, subject to the following:
                1-The purchasing broker shall hand his client the prospectus before accepting the purchase order.
                2-The selling broker shall not sell securities exceeding the number to be issued which is indicated in the prospectus.
                3-The sale procedures through the Market shall not be commenced except after completion of the registration procedures of the securities with the Centre and the procedures of their listing with the Market in accordance with the instructions in force.
                4-The effective prospectus shall be considered as substitute for the information required for the purposes of listing the securities, and the Stock Exchange shall collect the other listing requirements in accordance with the procedures in force.

                Article (8):


                If the public issuance is directed to the company’s shareholders, the entitlement to subscribe or purchase shall be for the shareholders as at the end of the 15th day from the date of the Commission’s approval of the registration of the securities concerned.


                Article (9):


                A- A company that wishes to increase its capital through adding the reserves or the accrued retained earnings or the issuance premium to the capital or capitalizing the debts or any part thereof, shall apply to the Commission for the registration of the securities to be issued attaching to the application the minutes of the meeting of the extraordinary general assembly and the Minister of Industry and Trade’s approval of the decision to increase the company’s capital, within a period not exceeding five working days from the date of the Minister of Industry and Trade’s approval.
                B- The shares issued through adding the reserves or the accrued retained earnings or the issuance premium, shall be distributed to those entitled thereto pro rata with their individual shareholdings in the capital, as at the end of the 15th day from the date of registration of the securities concerned with the Commission.
                C- In cases where debts are capitalized, the board of directors of the Issuer shall submit a report to the Commission including details of the debts to be capitalized and the mechanism of their evaluation and how such debts have developed and any other information required by the Commission, provided such report shall be signed by the chairman and the majority of the members of the board of directors and the auditor and the Issuance Manager, and that such report shall be disclosed to the public.
                D- The company resulting from the conversion of its legal capacity into a public shareholding company, shall apply to the Commission for the registration of its securities within six months from the date of completion of the conversion procedures at the Ministry of Industry and Trade and the issuance of the final approval thereof.


                Article (10):

                A- In the case of public issuance, the Issuer shall inform the Commission in writing of the number of the securities that have been covered and their value and the categories they are divided into, and it shall publish this through at least one daily newspaper once all the procedures have been completed regarding the subscription for, and allotment of the securities or the sale of the securities through the Market, as the case may be.
                B- If not all the offered securities have been covered within the periods specified for subscription or sale, the uncovered securities shall be considered registered with the Commission, and the Issuer may cover such securities after obtaining the Commission’s approval thereof, subject to the submission of a modified prospectus if the cover will be through public offer.

                Article (11):

                 The prospectus shall be prepared by an Issuance Manager licensed by the Commission. The Issuance Manager shall be responsible for preparing the prospectus in accordance with the requirements of the Law and these Instructions.

                Article (12):

                 A- The prospectus shall become effective 30 days from its submission complete to the commission, unless within this period, the Board declares the prospectus effective or rejected, and the Board may specify the period during which the prospectus is considered effective.
                B- The Commission shall notify the Issuance Manager of its comments on the prospectus within two weeks from the date of receiving it for review by the Commission.
                C- For the purposes of Paragraph (A) of this Article, the date of submission of the prospectus to the Commission shall be considered the date at which all the data, information and attachments specified by the Law and these Instructions are completed.

                Article (13):

                If the Issuer submits a prospectus to the Commission during the periods of disclosure of the periodic reports provided for in Article (43) of the Securities Law, the prospectus must include the latest report preceding the date of submission of the prospectus.

                 Article (14):

                A- In the case of public issuance , the Issuer shall specify in the prospectus the period of the public offer and the period of subscription or sale, as the case may be. The Commission’s approval of the prospectus shall be deemed as approval of such periods.
                B- The period of the public offer shall in no way be less than ten days or more than ninety days. The period of subscription or sale shall be part of the public offer period, and these periods shall not begin except ten days at least after the beginning of the public offer period.

                 Article (15):

                The Board may reject the prospectus or suspend its effectiveness if it finds:
                1-That the prospectus or any of the information attached thereto is not in conformity with the requirements of the Law, regulations, instructions or decisions issued pursuant thereto, or is not in conformity with the requirements of public interest and investor protection
                2-That the prospectus or any of the information attached thereto contains false, inaccurate or misleading data, or that it does not contain material facts that enable the investor to make his investment decision, or if it contains data which have been presented in a way that renders the other information in the prospectus false, inaccurate or misleading.
                3-If the required fees for rendering the prospectus effective have not been paid.

                 Article (16):

                A- The Issuer shall inform the Commission in writing or electronically of any change to the information in the prospectus as soon as it occurs, whether or not the prospectus has been declared effective.
                B- If the Commission finds that a material change has occurred in the data in the prospectus or that a new material fact has developed and has not been disclosed in due course, the Board may take the measures it deems appropriate including the suspension or cancellation of the public offer.

                 Article (17):

                A- If a material change occurs in the data in the prospectus, or a new material fact develops during the public offer period and before the period of subscription or sale, the Issuer shall inform the Commission of such change and prepare a (prospectus appendix) which shall be approved by the Commission in order to be attached to the prospectus before the subscription or sale process is commenced.
                B- The (prospectus appendix) shall be advertised in the same newspapers wherein the public offer has been advertised and before starting the subscription or sale.
                C- If the material change occurs or the material fact develops during the period of public subscription, the Issuer shall immediately suspend the public subscription and inform the Commission thereof, provided the public subscription shall be resumed after the Issuer completes the procedures specified in Paragraphs (A) and (B) of this Article.

                 Article (18):

                The Issuer shall inform the Commission in writing as soon as any issued securities are redeemed or any reduction occurs in their number or as soon as they are converted from one kind to the other or from one category to the other.

                 Article (19):

                The Issuer shall, without delay, advertise the decisions relevant to the securities issuance process, including the board of directors decisions, the general assembly’s decisions and the decisions of the relevant official departments, and it shall publish the advertisement in two local daily newspapers and file a copy of such decisions with the Commission as soon as they are adopted.

                Article (20):

                 Any non-Jordanian person wishing to make a public offer of securities inside the Kingdom and any Jordanian person wishing to offer securities outside the Kingdom shall obtain the Commission’s approval thereof.

                Article (21):

                The “Instructions for Issuance and Registration of Securities No. (2) for the Year 1997” shall be repealed.





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