Listing Requirements

Bahrain Bourse is well known for its world-class regulatory framework, access to deep pools of capital and the high participation of institutional investors. Bahrain Bourse adopts a simple listing requirement framework for each of the listed securities.

Equities

Companies interested in listing their shares on the Bourse are required to comply with the following conditions:

1. Local Companies

For an Issuer’s Equity Securities to be admitted to, and for as long as such Securities remain on, the Mainboard Market, the Issuer must comply with the Bahrain Bourse Listing Rules
The company must comply with the Commercial Companies Law No. 21 of 2001 and its amendments
The company must comply with Resolution No. 17 of 2012 of the rules and regulations of the trading instruments licensed by the Central Bank of Bahrain (CBB)
The company must comply with the Chairman of Bahrain Bourse Resolution No. (5) of 2015 in respect of amending the Listing Requirements of Shareholding Companies on Bahrain Bourse Main Board
The paid-up capital of the Issuer should not be less than BHD 1,000,000, or its equivalent in other currencies
An Issuer intending to list on the Mainboard Market must have 100 or more shareholders who are not employees or associated persons
All issued shares must be registered deposited in the Clearing, Settlement, Central Depository & Registry system at Bahrain Bourse, provided that the establishment and management of the shareholders’ record in the company is in line with the electronic registry system licensed by the Central Bank of Bahrain and approved by the Bourse

The issuer must issue to the above mentioned shareholders free float of at least 10% of the total issued outstanding shares
The company should have a transfer and registration office in Bahrain
The listed company must comply with the Listing Agreement
The financial position of the Issuer should be sound in terms of its assets, liquidity, solvency, profitability and financial structure upon listing to ensure efficiency of performance
An Issuer must submit the financial statements for each of the first three quarters of its financial year immediately after the figures are approved by the board of directors, but in any event not later than 45 days after the end of the period
An Issuer must submit the annual audited financial statements immediately after the figures are approved by the board of directors, but in any event not later than 60 days after the end of the financial year

2. Foreign Companies

A foreign Issuer applying for the listing of its Equity Securities must seek and provide copies of the necessary approvals from its home regulator. The Foreign Issuer must be, or will be, subject to the listing rules of the Home Market or licensed stock exchange where it has a primary listing
Foreign Issuer listed Equity Securities shall be listed and traded in either Bahraini Dinars (BHD), or United States Dollars (USD$)
An Issuer applying for cross listing of its Equity Securities must comply with the requirements of BHB Listing Rules, the CBB rules and regulations and any other BHB or CBB requirements that might be imposed from time to time
The listed company must comply with the Listing Agreement with Bahrain Bourse
The company should submit the listing application with the following documents:
Submit a listing application signed by a legally authorized person or an entity on behalf of it
Provide copies of any necessary approvals from its home regulators
Release all information and documents in Arabic/English at the same time as they are released to the Home Market
Inform BHB of any issue of additional shares in a Class already listed and the decision of its Home Market
Provide a copy of the Home Market's relevant laws, rules and regulations that show that no restrictions are imposed on the transferability of its Securities
Provide a confirmation that it will adhere to the general requirements of BHB Listing Rules

Bonds & Sukuk

REITs

Prospective REITs interested in listing on Bahrain Bourse are required to comply with the following conditions:

Prospective REITs must ensure that they satisfy CBB’s requirement pursuant to the Financial Trust Law No. (23) Of the Year 2006 and Volume 7 of the CBB Rulebook
Appointment of Trustees
Appointment of Fund Manager
Appointment of Operator
Appointment of Trust Property Valuer
Prior to submitting an application to BHB, a REIT must procure the CBB’s approval for issuance and listing of its Units
The REIT shall satisfy the following further conditions for grant of a no objection decision for listing on BHB:
- At the time of making an application for listing on BHB, the REIT shall ensure it has a minimum value of US$ 20 million or its equivalent in another currency
- A REIT shall not seek listing of such Units unless it is constituted as a Trust, established under the Financial Trusts Law No. (23) of the Year 2006 as approved by CBB and in accordance with a Trust Instrument
- The REIT or share registrar so appointed by the trust shall maintain a register of Unit Holders and BHB shall be informed of the address(es) where such register is kept
- The register shall be kept open for inspection by Unit Holders during normal business hours
- The appointment of a Trustee of a REIT shall be made with the prior approval of CBB
As per Paragraph 7.5.4 of the Offering of Securities Module of Volume 6 of the CBB Rulebook, Units of the REIT to be traded on BHB must be in Dematerialized form
Units issued by a REIT shall be freely transferable

The required documents are required to be submitted along with the listing application:

Official listing request addressed to Bahrain Bourse made by the Operator of the REIT
Listing application form completed and signed by the authorized signatory of the company
Certified Copy of Memorandum and Articles of Association
Certified copy of the Prospectus / offering document approved by the Central Bank of Bahrain

Certified copy of the Commercial Registration Certificate (CR)
Copy of the REIT’s Trust Deed
Latest Valuation
Latest Audited Financial Statements
Agreement with Operator
Agreement with Trustee
Agreement with Fund Manager
Certified Copy of underlying Title Deeds

Mutual Funds

Bahrain Investment Market (BIM)

Requirements

General Requirements
1. An Issuer shall appoint a Sponsor that is approved by Bahrain Bourse in order to be eligible for Admission on BIM.
2. An Issuer shall retain a Sponsor at all times and seek advice from its Sponsor regarding compliance with the Rules wherever appropriate.
3. The Issuer is responsible for the accuracy of the information submitted to BHB through its sponsor.
4. An Issuer shall appoint BHB as its share registrar.
5. Bahrain Bourse may require specific additional requirements or may consider other criteria for different types of Issuers in specialized industries.
6. Notify BHB in case of acceptance and change of Sponsor.
7. The Issuer’s Sponsor must submit a “Sponsor’s Declaration Statement” confirming that the Issuer is suitable for admission and complies with the rules.

Legal Structure
1. An Issuer must be lawfully incorporated in accordance with the prevailing laws and regulations of the Kingdom of Bahrain.
2. The Issuer must be established as a Closed Shareholding Company in the Kingdom of Bahrain or its equivalent in other jurisdictions.
Number of shareholder
1. at least 3 shareholders.
Market Capitalization
- No minimum Market Capital is required.
Minimum Paid-up Capital
- BD 250,000 or its equvilient in other currencies
Working Capital
- Must maintain sufficient working capital and it should be available for at least 12 months after listing.
- Working Capital = Current Assets - Current Liabilities “Ratio between 1.2 and 2.0 is sufficient”

Ongoing Obligations

Immediate Announcements
- An Issuer must release all announcements via BHB’s website, unless specified otherwise.
Disclosure of Material Information
- An Issuer shall comply with the provisions of the CBB Disclosure Standards unless otherwise provided for in these Rules.
- An Issuer on BIM changing its share capital must notify BHB immediately.
- An Issuer that intends to make a capitalisation issue or split of Equity Securities must promptly make an announcement, stating the terms of the issue or the split.
Periodic Reports
- An Issuer must announce the audited financial statements for the full financial year immediately after the figures are available, but in any event not later than 90 calendar days after the relevant financial period.
- An Issuer must announce the interim financial statements (half-yearly review) not later than 45 calendar days after the relevant financial period-end.
- The time between the end of an Issuer's financial year and the date of its annual general meeting must not exceed six months.
- The financial statements and future periodic financial reports must be prepared in accordance ("IFRS"), or (“AAOIFI”), or any other accounting standard acceptable to BHB.
Investor Protection
- Founders are subject to 2 year lock-up period from the listing date
- At all time, founders must hold at least 30% of the issued share capital
Other Obligation
1. An Issuer must have sufficient internal controls to ensure that any suspicious money laundering or terrorism financing activity is duly reported to the relevant authorities.
2. After a Sale of Securities, the Issuer must ensure that at least 10% of the total number of issued Equity Securities is at all times held by the public.
3. If the percentage of Equity Securities held by the public falls below 10% the Issuer must notify BHB and its sponsor, in addition to issue an announcement to the public.
4. If the shares trading of an Issuer are halted, there must not be any transfers of the shares, unless approved by BHB.
5. If an Issuer amends its Memorandum or Articles of Association or other constituent documents, the amendment must be made consistent with all the Rules prevailing at the time of amendment.