Law And Regulation

Directives on Issuance and Registration of Securities 

  

 Annex 1

 

PREREQUISITES FOR THE REGISTRATION OF SECURITIES STATEMENT OF THE ISSUED STOCKS COMPANIES UNDER ESTABLISHMENT


GENERAL CLARIFICATIONS
 
This form is used for submitting an application for the registration of securities by virtue of the Securities Law No. (23) for the year 1997, and no other form may be used for this purpose. The Companies, when submitting stocks for subscription will prepare a Statement for the Issued Stock and submit it to the Securities Commission. This Statement will include the required and detailed information. The Commission may request any information that helps the investor to take his decision concerning the investment in the to-be-issued securities. The purpose of the Statement of the Issued Stock is to inform the investors, therefore, it should present the required information in a clear, accurate and understandable form without containing irrelevant or inappropriate information, provided that the information shall not be repeated more than once in the Statement, unless expressly requested. And if that was necessary, it would be sufficient to refer to the place where the previous information is mentioned without details. The subjects and articles mentioned in the Statement were not stated exclusively, the issuing party shall include in the Statement of the Issued Stock all the necessary and important information. The Securities Commission shall not be responsible for the feasibility of the investment in the issued stock, nor for the correctness of the information stated therein. The issuing party may prepare a promotion statement provided it is based on and in conformity with the information and data contained in the Statement of the Issued Stock.

The Cover Page


The cover page of the Statement of the Issued Stock shall contain the following information :


Statement for the Issued Stock according to the Securities Law 
no. (23) for the year 1997


Company/ ……………………………………………..Limited
Address /………………………………………………..


Registered at the Ministry of Industry and Trade under no. ( ) dated / / .
Number of stock submitted for subscription …………..stocks, for a nominal value of …………………..Jordanian Dinars .


Number of Deposit at the Securities Commission ………dated / / .
Date of enforcement of the Statement / / by virtue of the Commission decision ……….

Important Statement

The following text will be placed in a rectangular on the internal part of the cover page .

 
Important Statement

It is important to be read thoroughly by all investors. The main aim of preparing this Statement is to present all the information that would help the investors to take the suitable decision concerning the investment in the issued stocks. The Company shall be fully responsible concerning the information contained in this Statement, and ascertains the non-existence of other information which deletion would render the information misleading. Every investor shall thoroughly and carefully examine this Statement of Issued Stock to decide if it was appropriate to invest in these stocks, taking into consideration all the given facts, in light of his own situation. The Securities Commission shall not be responsible for not including in the Statement of Issuance any necessary and important information or include therein any false or inaccurate information or data. This shall be the responsibility of the party that prepares it.

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INFORMATION TO BE INCLUDED IN THE STATEMENT OF ISSUED STOCKS

First: Information on stocks

This item includes the following information:

  1. a) An item at the top of the page revealing the following text: (Statement of Issued Stocks)

    b) Name of the Company, and its capital (declared capital, subscribed capital by the founders, paid-up capital) .

  2. a) Kind of Stocks, their nominal value, number of issued stocks, their price and total value, and in the event there are stocks in kind against assets, the general aim of this process will be clarified as well as the basis used in evaluating these assets, in addition to providing all the information pertaining to the evaluation process. 

    b) Kind and characteristics of previously issued and subscribed stocks, in addition to the kind, value and characteristics of any other financial instruments that were issued and subscribed.

    C) Number, value and characteristics of the other securities that the company will issue concurrently with this 
    issue while stating the reasons therefore.

Second: Subscription Conditions and Procedures 

This item includes the conditions and procedures pertaining to subscription and the method used by the investors to complete their subscription, in terms of:

  1. The method of stock issuance.

  2. Submitting subscription applications.

  3. Place of subscription, and its duration (the date of the beginning and end of subscription).

  4. Accepting or rejecting the subscription application.

  5. The conditions to which subscription is subject.

  6. The method and date of returning the surplus monies in the event of allocation or rejection of the application.

  7. The procedures followed in case of the non-sufficiency of the demand to subscribe in the issued stocks.

  8. How to obtain copies of the Statement of Issuance, and the prerequisites pertaining to completing the subscription application.

  9. Any detailed conditions or procedures on subscription in the issued stocks, in addition to any additional information required by the valid laws and regulations.

  10. Setting the minimum number of stocks for subscription.

The subscription application will be accompanied by a copy of the Statement of the Issued Stocks to be given to every subscriber, provided the subscription application includes the following text :

I,………………………………… of …………………………… nationality ,………………………consent to subscribing in the Company/……………………Limited, in …………..stocks . I also declare having received a copy of the Statement of the Issued Stocks and the Articles of Association, and I have read all its contents, and studied them carefully and understood its contents . Therefore, I did subscribe in the said stocks . Knowing that I do not assign my right to claim from the company compensation for all damages resulting from adding false or insufficient information in the Statement of Issuance or as a result of omitting information that may affect my accepting the subscription in the event of adding them to the Statement .

  Natural Person Corporeal Person

Name of subscriber/ and his national number 

    

Personal identity card/ register 

    

Number of identity card/ register 

    

Place and date of issuance 

    

Signature of the subscriber/ authorized to sign on his behalf by virtue of …………….. 

    


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Third : Registration of the Company and its Purposes

This item includes the registration of the company, and its purposes as stated in its Articles of Association .


Fourth : Rights and Responsibilities of the Shareholder and the Transfer of the Stocks ownership

This item includes :

  1. The Rights and Responsibilities of the Shareholder and the Transfer of the Stocks Ownership: To reveal the right of the shareholder for profits, his right to vote, and his rights upon the liquidation of the company or its dissolution, for every kind of stocks. Also to reveal that the responsibility of the shareholder is determined proportionately to his contribution in the company.

  2. The Reports Sent to the Shareholders: It reveals the kind of reports and statements that the shareholders will be provided with by the company and the expected dates for their dispatch.

  3. The Transfer of the Stocks Ownership: It reveals the procedures pertaining to the registration of stocks at the Company upon their transfer of their ownership.

Fifth : The Purpose of the Issuance, and how to Exploit its Pesult

It reveals the following :

  1. The net amount expected from this issuance process.

  2. The main purposes for which these monies will be used.

  3. The approximate amount that will be used for every purpose, and the amounts exceeding the allocations of these purposes, If any.

  4. In the event of any shortage in the issuance result, the priorities for using the collected monies should be put in order.

  5. In the event that there is any other source to finance any of the purposes that the company wishes to fulfill, this source should be revealed as well as the value of the finance and the period during which it will be obtained from that source.


Sixth : Description of the Company

  1. It gives a glimpse about the Company, including :

    a) The main products and services and its expected markets .

    b) description of the sources and location of the main raw materials.

    c) A description of the importance, duration and effect of the privileges, patents or trade marks and any other commercial legal rights , and statement of any expectations related to the said subjects.

  2. If the Company has changed from a legal form to the other, a brief description of the nature of the Company's activity for the last three years indicating any objections to the change.

  3. An indication of the economic feasibility of the project and the name of the party that prepared it, provided that it contains all the information and work programs of the company to enable the investor to take a decision on the future of the company. Moreover, the hypothesis on which the future company plans are built should be clarified as well as the following information :

    a) An evaluation of the development of the company work for the five coming years, including an evaluation of any large expansions and other patterns of projects.

    b) The expected volume of sales in the local and external markets.

    c) If the activity is seasonal whether it is wholly or partially.

    d) The cash flow for the five coming years.

    e) The period of capital redemption calculated since the beginning of the production.

    f) The rate of internal revenue.

  4. The degree of dependence by the issuing company on main suppliers and/or clients, locally or externally in case that constituted (20%) and more of the total purchases and/or sales respectively.

  5. The company's competitive situation, and a clarification of the estimated volume of the company's activity compared to its competitors, as well as the degree of protection the company enjoys.

  6. The scope of advantages of the investment law that the company enjoys.

  7. If the company has a mining extracting nature, this requires the submission of additional information concerning its nature, such as the kind and quantity of available estimated reserves for company to extract and their location.

  8. The relation of the issuing company with the mother, allied or sisterly companies (if any).

  9. A brief statement about the environmental considerations in the field of the company's works.

  10. A sufficient explanation of the risks that result from investing in the issued securities.


Seventh : The Company's Sources of Finance

States the number and rate of participation of the founders, subscribers and any other sources. 


Eighth : The Company's Management

A summary of the most important duties and responsibilities of the Board of Directors stipulated in the Articles of Association of the Company, while indicating the privileges and remuneration to be granted to the members of the Board of Directors.


Ninth : The Number of Founders and the Distribution of the Ownership of the Company's Stocks.

The names of the founders of the company, their nationality, the number and value of the stocks covered by each of them.

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DECLARATION OF THE LEGAL CONSULTANT ON THE ISSUANCE OF SECURITIES



SUBJECT : SUBMITTING STOCKS FOR PUBLIC SUBSCRIPTION

Submitting stocks for public subscription for the company ………is in conformity with the provisions of the Companies Law, the Securities Commission Law and the Company's Articles of Association, and all the procedures that were taken are in conformity with the law .


The Legal Consultant / The Lawyer 

……………….

Signatures

A page should be added for the signatures of the concerned parties including the following information :

The company agrees to inform the Securities Commission as rapidly as needed of any information that affect the prices of stocks in the market . It is also willing to publish these information in the local newspapers and to coordinate with the Commission in a clear and correct manner, and to be committed in future to supplying the Commission with all the periodical information and reports .

The Company and the Founders Committee newly assert jointly and severally that the information contained in the Statement of the Issued Stocks are complete and correct information, and that there are no any facts which deletion may render any statement mentioned herein or in the Statement of the Issued Stocks misleading .


Full Name of the Company: ……………………………………

Organized by : Name :
Profession :


The Official Seal of the Company 

The Committee of the Founders authorized to sign this Statement:


Name                                                       Signature 

Enclosures

The following enclosures should be presented with the Statement of the Issued Stocks without having to include them in the Statement :

  1. The form of the proposed announcement pertaining to the issuance and which includes the following information :

    a) Name of the company and its date of registration.

    b) Subscription conditions and procedures.

    c) A summary of the conditions pertaining to the issuance.

    d) Place and duration of the subscription.

    e) The company's purposes.

    f) The purpose of issuing and how to exploit its result.

    g) The following text will be placed in a clear and noticeable form under the announcement :

    This announcement is considered an invitation to issue stocks for public subscription . The elements of this issuance are completed in the Statement of Issuance that every investor has to thoroughly read and understand. In light of this Statement, the investor submits the subscription application according to the forms prepared specially for this purpose and placed at the disposal of the public in the above-mentioned banks and financial companies. They were agreed upon by the Commission on / / by virtue of ………. In addition to the fact that this announcement has to include any important information and requirements imposed by the valid laws.

  2. The subscription application form.

  3. The Company's Articles of Association and Statute.

  4. All the official documents and decisions that indicate the consent to issue stocks.

  5. A list of the names of companies in which the issuing company owns more than (5%) of its capital and the proportion owned by the issuing company.

  6. The expenses resulting from issuing securities.

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