Article 33 New Issues
33.1 An issuer shall not issue securities without the prior approval of shareholders at a general meeting, or as stipulated by the Articles of Association of the issuer or applicable laws and regulations of the issuer's home market, as the case may be.
33.2 An issuer intending to make a rights issue should make a prompt announcement which shall state that the rights issue is subject to the approval of the authorities. The price, terms and purpose of the rights issue, as well as the financial circumstances which call for the rights issue, should also be disclosed. No date should be fixed for the record date until the issue has been approved by the Agency.
33.3 An issuer intending to make a bonus issue should make a prompt announcement in accordance with the requirements of Article 32.18, which shall state whether the bonus issue is subject to the approval of the authorities. No date should be fixed for the record date until the issue has been approved by the Agency.
33.4 In relation to a rights issue, in which holders of securities are given the right to participate in proportion to the amount of existing shares held, such rights shall allow for renunciation in part or whole, in favour of a third party at the option of the entitled shareholders. The Agency will not entertain any rights issue in which the rights cannot be made renounceable in part or whole in favour of a third party at the option of the entitled shareholders.
33.5 In relation to a rights issue, an issuer shall fix the closing date for the receipt of applications for and acceptance of the new securities, not earlier than one month after the record date, provided that the period from the date of splitting to the date of the exercise and payment of rights shall not be less than 10 calendar days.
33.6 All rights issues for which there are no irrevocable written undertakings from the shareholders to take up their full entitlement shall be taken up by an underwriter. If a rights issue is underwritten, a copy of the underwriting agreement between the issuer and its underwriters shall be provided to the Agency.
An issuer shall issue to the appropriate persons within 7 market days (or a longer period as approved by the Agency) after the record date:—
33.7.1 A Letter of Entitlement.
A Provisional Letter of Allotment, incorporating:
(i) Form of Acceptance;
(ii) Request for Splits;
(iii) Form of Renunciation;
(iv) Form of Nomination; and
(v) Excess Shares Application Form.
Except in the case of a rights issue to shareholders, no director or senior manager of the issuer, or any person regarded as an associate of any director, shall participate (directly or indirectly) in an issue of equity securities, or other securities with rights to conversion to equity, unless shareholders at a general meeting have approved the specific allotment to be made to such a director or executive officer, or associated person. Such directors, executive officers and associates shall abstain from exercising any voting rights on the matter.
The notice of the meeting shall state:
33.8.1 the number of securities to be allotted;
33.8.2 the precise terms and conditions of the issue; and
33.8.3 that such directors, executive officers and associates shall abstain from exercising any voting rights.
33.9 When existing holders are offered a specific entitlement in a new issue of securities, or in a company about to be floated, such entitlement must be on a pro-rata basis, with no restriction placed on the number of shares to be held before entitlements accrue.
33.10 Once the basis of the entitlement and the books closing date are declared, the issuer shall not make any subsequent alteration to such entitlements.
33.11 An issuer must not close its register to determine holders' entitlements to participate in a new issue, until 10 market days after copies of the issuer's registered prospectus or memorandum of offer for sale, or other documents have been lodged with the Agency.
33.12 Where an issue of securities is to be made overseas only and is supported by a prospectus or other public documents, the prospectus or other public documents in Arabic or English shall be lodged with the Agency. Such documents shall be endorsed "Specimen — For Information Only."
All schemes involving the issue or sale of shares or other securities (including options) to employees shall be governed by the following provisions, and shall apply to schemes not only for all listed issuers, but also all subsidiaries thereof, even if the subsidiary is incorporated and operating abroad:
The scheme, which must be approved by the shareholders of the issuer at a general meeting, must contain provisions relating to:
(a) the persons to whom securities may be issued or sold under the scheme ("participants");
(b) the total amount of the securities to be issued must not be more than 10 percent of the issued share capital, without prior approval;
(c) a fixed maximum entitlement for any one participant;
(d) the amount payable on application or acceptance, and the basis for determining the subscription or sale or option price, and the period in or after which payments or calls or loans to provide the same,
may be paid or called ;
(e) the time limit for the scheme,
(f) the period during which the participants are debarred from disposing of the allotted securities, if applicable,
(g) the voting, dividend, transfer and other rights, including those arising from the liquidation of the company, attached to the securities
33.13.2 The scheme or corresponding document, if not circulated to the shareholders, must be available for inspection at the issuer's registered office or posted on its website, if it so desires, for a period of not less than 10 calendar days.
33.13.3 The resolution must approve a specific scheme and refer to either the scheme itself (if circulated to the shareholders), or to a summary of its principal terms included in the circular, which must contain all the provisions set out in Article 33.13.1 above. Where directors of the issuer are trustees of the scheme, or have a direct or indirect interest in the scheme, the circular must disclose that interest.
Unless the securities subject to the scheme are identical with other listed securities, they must be separately designated;
(a) the scheme may provide for an adjustment of the subscription or option price, or the number or amount of securities subject to the scheme not already allotted in the event of a capitalization issue,
and may provide for variation of the terms in the event of other circumstances (e.g. sub-division or consolidation of shares). Such variation should normally give a participant the same proportion of the equity capital as that to which he was previously entitled;
(b) the issue of securities as consideration for an acquisition will not be regarded as a circumstance requiring adjustment,
(c) an adjustment other than on a capitalization issue must be confirmed in writing by the company's auditors and in their opinion
be fair and reasonable,
(d) the scheme must provide, or the circular must state, that the provision relating to the matters contained in Article 33.13.1 (a) to (g) cannot be altered to the advantage of participants, without the
shareholders' prior approval.
33.13.5 The scheme and any subsequent renewal or amendments to the terms of the scheme shall be subject to the approval of the Agency.