KSE Committee Decision No. (4) for the Year 2007

After the perusal of the Decree issued on

And the decision of the Minister of Commerce and Industry no. (35) for the year 1983 to issue KSE bylaws.

And the decision of KSE Committee no. (1) for the year 2007 in respect of the rules and conditions for listing shareholding companies in the official market.

And the decision of KSE Committee no. (2) for the year 2007 in respect of the rules and conditions for listing shareholding companies in the parallel market.

And according to the approval of the Market Committee in its meeting no. (4) for the year 2007.

 

The following has been decided:

 

Article (1)

All listed companies in the market and companies permitted to trade its shares in the market must hold their general assembly at the end of their financial year and during 45 days from the market's approval date on it’ annual financial statements.

 

Article (2)

Companies must distribute cash and share dividends to shareholders within ten working days from the date of approval issued by the company's general assembly.

 

Article (3)

Rules and procedures stated in the conditions issued by the companies department and enclosed with this decision concerning the selling of 30 percent of the company's capital for the purpose of increasing shareholders base must be implemented as a condition to enlist in the market.

 

Article (4)

Dealing with the listed companies shares and shares of companies allowed to be traded in the market will be suspended if it fails to follow the rules stated in article (1) and article (2) of this decision.

 

Article (5)

This decision shall come into force as of its issuance date and the Market  Director shall execute it.

 

 

Engineer/ Falah Fahad Al-Hajri

President of Market Committee

And Minister of Commerce and Industry

 

Kuwait Stock Exchange's Requirements

Regarding the selling of not less than 30% of the company's

Capital through private placement to increase the shareholders base

 

 

1-       Provide the market's management with the name of the guarantor who will provide the market with an official certificate containing the following information:

 

A)            Acknowledgement and pledge that he is responsible of the marketing activities concerning selling issued in the information shown in the selling format in article (no. 3) concerning the company.

 

B)            A pledge by the guarantor that he attained all information and statements he sees necessary and that he carried out the necessary effort to verity that all information and documents presented to the market are accurate, complete and correct and that it does not conceal any information that should have been stated about the company and its activity so that documentation and information should not be misleading.

 

C)            A pledge by the guarantor to conserve all accurate data regarding the companies and individuals who participated in the marketing activity.

 

D)            A pledge to perform a periodical follow up concerning the information stated in the selling form as well as work on updating it when necessary, also to notify all concerned investors regarding all amendments that have taken place on the form within a period not less than ----------------- before date of executing the selling.

 

2- To attain the market management approval on the extensive study that should be done to specify the fair price for each share of the shares offered to sell (i.e. the proposed share price for each share). Also, the study should be performed by a specialized company independent from the company. The study should include all details and the basis used in the calculation taking into consideration the assessment factor for any probable risks (if available).

 

3- Provide the Market management with a copy of the selling form and the prospectus. The company shall not do any other procedures before obtaining the Market management consent officially on this form and publishing it, provided that the selling form comprises at least the following information:

 

 

a.       Brief about the company and the industry or sector in which it works, mentioning the companies' main objectives.

b.      The company's organizational chart.

c.       The audited financial statements for the last three years.

d.      Brief statement about the company's financial situation.

e.      All the current and future risks involved in this kind of activity.

f.         Brief about the company's current and future projects.

g.      The number of shares offered for sale for the new shareholders.

h.       The shares of the shareholders owning more than 5% of the company's shares.

i.         The legal status of the existing cases either against or in favor of the company, and the expected impact of these cases on the company's financial statements.

j.         Brief of the company's distribution of dividends for the last 3 years.

k.       Any other documents or information required by the Market management.

 

4-       Fill the form designed to sell 30% of the company's shares to increase the shareholders' base.