Chapter Seven Corporate Bonds
التاريخ
| Article (116) | Definition of Corporate Bonds | |||
| Corporate bonds are negotiable securities that may be issued by Public or Private Shareholding Companies or any company permitted by the Securities Law to issue such bonds. Corporate bonds can be offered for subscription in accordance with the provisions of this Law and Securities Law in order to obtain a loan. The Company undertakes to repay the loan principal and interests in accordance with the issue conditions. | ||||
| Article (117) | Conditions for Issuing Corporate Bonds | |||
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The issue of the corporate bonds is conditional upon the approval of the Company's Board of Directors by a majority of at least two thirds of the members therein. If these corporate bonds are convertible into shares, then the approval of the Company's extraordinary General Assembly should also be obtained. Such approval shall be considered an approval to increase the Company's authorized capital and the Board of Directors, in respect of such increase, may not exercise the powers vested thereupon by virtue of paragraph (b) of Article (95) of this Law.
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| Article (118) | Corporate Bonds’ Negotiability | |||
| A- |
Corporate bonds shall be registered in the names of their owners. The selling of same shall be documented in the issuing Company registers or with the authority which keeps such registers. These corporate bonds are negotiable in the markets as stipulated in the Securities Law in force.
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| B- |
In the cases approved by the Controller and the Securities Commission it is permissible to issue corporate bonds to holder in accordance with the instructions issued by the Commission for this purpose.
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| Article (119) | The Nominal Value of Corporate Bonds | |||
| A- | Corporate bonds shall be issued in one standard nominal value per issue. Bond certificates are issued in different categories for the purpose of negotiation. | |||
| B- |
A Corporate bond may be sold at its nominal value, or at a discount, or at a premium. In all cases, the bond shall be repaid at its nominal value.
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| Article (120) |
Payment of the Corporate Bonds’ Value
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The value of a corporate bond shall be paid in one amount on subscription, and will be credited to the account of the borrowing Company. In the event that the borrowing Company commissions an underwriter, the amounts paid may be credited to the underwriter’s account with the approval of the borrowing Company's Board of Directors, and the proceeds of subscription shall be refunded to the Company at the date agreed upon with the underwriter.
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| Article (121) | Information Necessary in a Corporate Bond | |||
| The bond shall bear the following information: | ||||
| A- | On the face of the bond: | |||
| 1 | . | The name of the borrowing Company, its logo if any, its address, its registration number and date thereof, and the duration of the Company. | ||
| 2 | . |
Name of the owner of the bond if it is a nominal bond.
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| 3 | . | Number of the bond, its type, nominal value, period and the rate of interest. | ||
| B- |
On the back of the bond:
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| 1 | . |
Total values of the bonds issued.
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| 2 | . | Dates and conditions of redemption of bonds and interest accrual dates. | ||
| 3 | . |
Special securities, if any, for the debts, which the bond represents.
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| 4 | . | Any other conditions or provisions which the borrowing Company deems advisable to add to the bond provided that the said additions comply with the issue conditions. | ||
| Article (122) | Corporate Bonds Guaranteed with Property or In-kind Assets | |||
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If corporate bonds are guaranteed by movable or immovable property or by other in-kind assets or any other guarantees or collateral, the said properties and assets must be held as a security for the loan in accordance with the legislations in force, and the mortgage, guarantee, or collateral must be documented before handing over the subscription proceeds in the corporate bonds to the Company.
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| Article (123) |
The Denomination of Corporate Bonds in Jordanian or Foreign Currency
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The corporate bonds shall be denominated in Jordanian Dinars or in any other foreign currency in accordance with the legislation in force.
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| Article (124) |
Failure to Underwrite all the Corporate Bonds during the Designated Period
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The Board of Directors may be satisfied with the value of the corporate bonds that have been subscribed for if a full underwriting has not been achieved for all the issued bonds within the designated period.
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| Article (125) | Negotiable Corporate Bonds Prospectus | |||
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The Company may issue corporate bonds convertible into shares in accordance with the following provisions:
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A-
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The decision of the Board of Directors shall include all rules and conditions on the basis of which the bonds are converted into shares. This should be accomplished with the written consent of the owners and in accordance with the conditions and in pursuance to the basis defined therefore.
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B-
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The corporate bond holder shall express his desire to convert at the dates stated in the prospectus. If the holder does not express his interest during that period he will lose his right to convert the said corporate bonds.
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| C- |
The shares obtained by corporate bond owners shall have rights to dividends proportional to the time period between the date of conversion and the end of the fiscal year.
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| D- |
At the end of each fiscal year a statement shall be made of the number of shares issued during the year against corporate bonds whose owners exercised their option to convert same into shares during such year.
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| Article (126) | Corporate Bonds Owners Assembly | |||
| A- |
An assembly named Corporate Bonds Owners Assembly will be formed from the owners of corporate bonds in every issuance by operation of law.
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| B- |
The Corporate Bonds Owners Assembly shall have the right to appoint an Issue Trustee at the expense of the Company issuing the corporate bonds.
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| C- |
The issue trustee shall be licensed by the concerned authorities to practice this activity.
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| Article (127) | Duties of the Corporate Bonds Owners Assembly | |||
| A- |
Corporate Bond Owners Assembly shall be responsible for safeguarding the rights of the bond owners and for taking the necessary measures to preserve these rights, in cooperation with the issue trustee.
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| B- |
The Corporate Bonds Owners Assembly shall convene for the first time upon the invitation of the Board of Directors of the Company issuing the corporate bonds. The appointed issue trustee shall be responsible for inviting the Assembly for subsequent meetings.
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| Article (128) | The Authorities of the Issue Trustee | |||
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The issue trustee shall assume the following authorities:
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| A- | To represent the Corporate Bonds Owners Assembly before Courts as a plaintiff or a defendant and to represent same before any other authority. | |||
| B- |
To undertake the secretarial duties at the meetings of the Corporate Bonds Owners Assembly.
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| C- | To perform the work necessary for protecting the corporate bond owners and safeguarding their rights. | |||
| D- | Any other duties entrusted to him by the Corporate Bonds Owners Assembly. | |||
| Article (129) |
Invitation of the Issue Trustee to the Company's General Assembly Meetings
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The borrowing company shall invite the issue trustee to the meetings of the Company's General Assembly. The issue trustee shall attend such meetings and express his opinion thereat, without having the right to vote on the decisions of the General Assembly.
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| Article (130) | Corporate Bonds Owners Assembly Meetings | |||
| A- | The issue trustee shall invite the corporate bond owners to meet whenever he deems it necessary, provided that the Corporate Bonds Owners Assembly meet at least once a year. | |||
| B- | The Corporate Bonds Owners Assembly shall be invited in accordance with the rules applied to the invitation to the ordinary meetings of the General Assembly. Invitations and meetings of the Corporate Bonds Owners Assembly shall be subject to the same provisions which govern the invitations and meetings of the General Assembly. | |||
| C- | Any action violating of the corporate bonds prospectus shall be considered null unless approved by the Corporate Bonds Owners Assembly by a three-quarter majority of votes represented in the meeting, provided that the corporate bonds represented in the meeting are not less than two-thirds of the value of the issued bonds which have been subscribed for. | |||
| D- | The issue trustee must notify the Controller, the issuing Company and any securities market on which the bonds are listed of the decisions adopted by the Corporate Bonds Owners Assembly. | |||
| Article (131) | Company Right to Redeem the Corporate Bonds | |||
| The prospectus may provide for the Company right to annually redeem the issued bonds by a lottery throughout the duration of the Corporate Bonds. | ||||
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Last update Thursday on 23-11-2023 at 15:26:57
