Listing Requirements

•  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

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

• Official listing request addressed to Bahrain Bourse
• 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 Commercial Registration Certificate
• Certified copy of the Prospectus/offering document

• 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

• Official listing request addressed to Bahrain Bourse
• The issuer should obtain the Central Bank of Bahrain approval
• 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

• Certified copy of the Commercial Registration Certificate

• 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”

• 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.