CBB Disclosure Standards: Contents
Chapter I Disclosure Requirements for Offerings and Initial Listings
Scope of standards
The Disclosure Standards prescribed hereinafter apply to listings, public offerings and sales of equity securities in the Kingdom of Bahrain. Unless otherwise indicated in Part I, the Standards are intended to be used for prospectuses, offerings and initial listing documents. Issuers engaged in specialized industries (i.e., banking, insurance, mining, and oil and gas companies) may be required to provide additional information as directed by the Bahrain Monetary Agency (the Agency), and any other regulatory body in the Kingdom of Bahrain.
In addition to the specific disclosures described below, the issuer should disclose any information that would be material to an investor's investment decision, and that is also necessary for a full and fair disclosure. It is the responsibility of each issuer to determine the material information (1) according to the particular nature of its own affairs and the securities for which an offering or listing is sought, and (2) necessary to enable a person who invests or seeks to invest in securities to make an informed assessment of the activities, assets, liabilities, financial position, management and prospects of the issuer, and of its profits and losses and the rights attached to such securities, as well as the implicit risk associated with such investment. Material information consists of both material facts and material changes related to the business and affairs of the issuer, taking into account qualitative and quantitative facts, developments and events capable of influencing the market price or value of issued securities.
Omission of information
If a disclosure requirement is inapplicable to an issuer's sphere of activity or legal form, no information need be provided in response to that requirement, although equivalent information should be given, if possible. The Agency may authorize the omission of information from the prospectus if it considers that:1. Such information is of minor importance only and as such, will not influence the assessment of the activities, assets, liabilities, financial position, profits and losses, or implicit risks and prospects of the issuer.2. Such information required in the prospectus represents a competitive advantage for the issuer, and its disclosure could affect its financial situation or operating results.3. Disclosure of such information would be contrary to the public interest, or be seriously detrimental to the issuer, provided that such an omission would not be likely to mislead the public with regard to facts and circumstances, knowledge of which is essential for the assessment of the securities in question.
In these cases, issuers must explain the reasons for not making public such information in a letter to the Agency, and obtain the Agency's written authorization on the matter.
A supplementary or replacement prospectus must be lodged if, during the validity period of a prospectus, the issuer becomes aware that the prospectus is deficient or outdated in that:1. The prospectus contains a material statement that is false or misleading.2. There is a material omission from the prospectus.3. There has been a significant change affecting information in the prospectus.4. A significant new matter has arisen, and the prospectus content requirements would have required information on that matter to have been included in the prospectus, if the matter had arisen when the prospectus was being prepared.
The issuer must lodge the supplementary or replacement prospectus with the Agency as soon as practicable, after becoming aware of that fact. A replacement prospectus is a prospectus that has the same wording as the original prospectus, except for (a) the provision of new or additional information, or (b) the correction of deficiencies in the original prospectus.
However, the use of supplementary and replacement prospectuses is not limited to the abovementioned cases. They can be used and lodged whenever an issuer wants to correct a deficiency in the original prospectus, update the original prospectus by providing information about something which has happened since the prospectus was prepared (whether or not material), or provide additional information (whether or not the information is new or material). A supplementary and/or replacement prospectus can also be used to correct, update or add to the original prospectus at any time, e.g., before the start of the application period of the prospectus. For example, they can be used to update a prospectus, which has been lodged or registered, but not issued.
All information of importance to shareholders made public about the issuer in other markets must be made public in the Kingdom of Bahrain as well, whether or not disclosure of such information would otherwise be required by the Agency.
Although the information headings and order of presentation are not mandatory, it is recommended that the format of these Standards be followed to enhance comparability. If the same information required by these Standards is also required by the body of accounting principles used in preparing financial statements, the information need not be repeated, as long as there is a cross-reference to the location of the information. It is also recommended that a table of contents be provided at the beginning of the document.
Chapter II Ongoing Obligations
While an issuer remains on the Official List of companies listed on the Exchange, it is required to comply with the following requirements, and to provide forthwith any explanations requested by the Agency or the Exchange. This part sets out the continuing obligations of listed companies, that is to say obligations which an issuer is required to observe once its securities have been admitted for listing. These obligations are divided into the following Articles:• Article 32 — Immediate Announcement• Article 33 — New Issues• Article 34 — Periodic Reports• Article 35 — Annual Financial Statements• Article 36 — Statements, Transfers, Transmission and Registers• Article 37 — Form and Content of Statements• Article 38 — A Dematerialized Environment• Article 39 — Communications with holders of listed securities• Article 40 — Transactions by Directors and Executive Officers of listed companies• Article 41 — Guidelines for Trading by Directors and Senior Managers
Generally, and apart from compliance with all specific requirements which follow, any information necessary to enable holders of the issuer's listed securities and the public to appraise the financial condition, performance and prospectus of the issuer must be notified to the Exchange.
Any information required to be released to the Exchange by an issuer under Part 2 of the disclosure standards shall be simultaneously passed to the Agency.
Chapter III Policy Statements on Timely Disclosure
The Agency considers that the conduct of a fair and orderly market requires every listed issuer to make available to the public information necessary for investing, and to take reasonable steps to ensure that all who invest in its securities enjoy equal access to such information. In applying this fundamental principle, the Agency has adopted the following six specific policies concerning disclosure:1. Policy on Immediate Public Disclosure of Information.2. Policy on Thorough Public Dissemination.3. Policy on Clarification or Confirmation of Rumours and Reports.4. Policy on Insider Trading.5. Policy on Response to Unusual Market Action.6. Policy on Unwarranted Promotional Disclosure.
Each of the abovementioned policies, along with the Agency's requirements regarding the content and preparation of public announcements, are discussed in detail in this part of the Standards.