What is the purpose of these Prudential Rules?
The purpose of these Rules is to specify the requirements that an authorised persons needs to comply with to maintain its financial prudence, confront any losses and ensure continuity of its business. The Rules also aim to ensure the availability of the needed financial resources to carry on the authorised person businesses.
What does capital bases consist of?
The capital base consists of Tier-1 capital and Tier-2 capital which are calculated as per the Prudential Rules.
What does Tier-1 capital mean?
It means the most loss-absorbing form of capital in containing potential losses. It consists of (a)paid-up capital, (b) audited retained earnings, (c) share premium, (d)reserves (other than revaluation reserves), and (e) Tier-1 capital contributions. Tier-1 capital is the net figure after applicable deductions as per the Prudential Rules.
What does Tier-2 capital mean?
It is the second component of capital base, and less loss-absorbing than Tier-1 in containing potential losses. Tier-2 may include subordinated loans, accumulated preferred shares and revaluation reserves. Tier-2 is the net figure after applicable deductions as per the Prudential Rules.
What does offering of securities mean?
offering securities shall mean issuing securities, inviting the public to subscribe therefor or the direct or indirect marketing thereof; or any statement, announcement or communication that has the effect of selling, issuing or offering securities, but does not include preliminary negotiations or contracts entered into with or among underwriters.
What does the offeror mean?
A person shall be considered an offeror of securities if he makes an offer or invites a person to make an offer which, if accepted, would give rise to the issue or sale of securities by him or by another person with whom he has made arrangements for the issue or sale of the securities.
What are the types of Offers of Securities set by the Offers of Securities Regulations?
An offer of securities may be a public offer or a private placement.
When is the o¬ffers of securities considered a public offer?
An offer of securities is a public offer if it does not fall under one of the following categories:
• The securities are issued by the government of the Kingdom, or a supranational authority recognised by the Authority;
• The offer is restricted to sophisticated investors; or
• The offer is a limited offer.
In case of private placement, shall the offeror submit to the Authority any documents related to the offer?
No, the offeror of securities in private placement does not need to submit or register to the Authority or the Exchange any document related to the offer, nor notify the Authority of any material developments related to those securities.
What does acquisition mean?
It is the acquisition of shareholding control of a company listed on the Exchange.
What is the scope of the Merger and Acquisition Regulations?
These Regulations apply in any situation where there is a restricted purchase of, or a restricted offer for shares relating to any listed company. The persons to whom the Regulations apply include:
a) Exchange participants, including (without limitation) issuers, shareholders, authorised persons, and any person involved directly or indirectly in, or giving an opinion on, any transaction regulated by these Regulations;
b) Directors of companies which are subject to these Regulations; and
c) Any person who seeks to or consolidate effective acquisition of such companies.
May an offeror provide information to some shareholders without making the same available to all other shareholders?
An offeror, an offeree company or any of its consultants may not provide information to some shareholders without making the same available to all other shareholders during the offer period or during studying it. This shall not apply to the furnishing of information in confidence by the offeree company to a bona fide potential offeror or vis versa.
May any provision of these Regulations be waived ?
The Authority may waive a provision of these Regulations in whole or in part either on an application from the applicant or on its own initiative.
May a person appeal against decisions or actions taken by the Authority as per these Regulations? What is the process thereof?
A person subject to provisions of these Regulations may appeal to the Committee for the Resolution of Securities Disputes as stated in Article (25) of the Capital Market Law in respect of any decision or action that the Authority takes under these Regulations.
What do the Credit Rating Agencies Regulations regulate?
The Credit Rating Agencies Regulations regulate and monitor the conduct of rating activities in the Kingdom and to specify the procedures and conditions for obtaining an authorisation to conduct rating activities.
