Instructions for the Issuance and Registration of Islamic finance Sukuk

التاريخ

2007-06-17

Instructions for the Issuance and Registration of Islamic finance Sukuk, Issued by the Board of Commissioners of the Jordan Securities Commission Based on Articles 14/A, and 19/A of the Islamic Finance Sukuk Law No. 30 of 2012, and Article 12/Q of the Securities Law No. 76 of 2002

Article (1)	These instructions shall be entitled 'Instructions for the Issuance and Registration of Islamic finance Sukuk, and their annex of 2013', and the Annex attached is part thereof. These instructions shall come into force as of 3rd October 2013 .

Article (2)	A-	Words and expressions used in these instructions shall have the meanings ascribed thereto hereunder, unless the context indicates otherwise:
		Board	:	The Board of Commissioners of the Securities Commission, established by the provisions of Islamic Finance Sukuk Law No. 30 of 2012 .
		Revendication guarantor	:	the party that is committed by a binding promise to purchase the Sukuk from their owners at the time of their redemption if the issuer defaults , according to the value indicateded in the prospectus
		Commission	:	Central Sharia Supervisory Commission
	B-	Words and expressions not defined in these instructions shall have the meanings ascribed thereto in Islamic Finance Sukuk Law No. 30 of 2012 and the regulations issued pursuant thereto and Securities Law No. 76 of 2002 , unless the context indicates otherwise.

Article (3)	Issuers of sukuk in the Kingdom shall apply to register the sukuk with the Securities Commission in accordance with these instructions.

Article (4)	Issuers of sukuk shall prepare a prospectus in line with the principles of Islamic Sharia that contains correct, accurate, and comprehensive informat ion in accordance with the attached Annex.

Article (5)	For the purpose of compliance of dealing in sukuk with the principles of Islamic Sharia and its provisions:
	A-	Issuers shall accredit a Sharia advisor or Sharia committee composed of people who satisfy the conditions stipulated in the rules adopted by the Board on the recommendation of the Commission.
	B-	The Sharia advisor or Sharia committee shall assume all legal aspects of the issuance and trading in sukuk and Sharia auditing thereof.
	C-	The issuer shall provide the Commission with annual and semi-annual reports or as requested by the Commission, issued by the Sharia committee accredited by the issuer, showing the extent to which trading in Islamic finance Sukuk continues to comply with the principles and provisions of Islamic Sharia

Article (6)	The Issuer shall provide the Securities Commission with evidence proving that a deed has been deposited with the competent authorities stating that the company's securitized assets are exclusively for the purposes of issuing the Sukuk and may not be mortgaged or seized or disposed of in any way.

Article (7)	The issuer of the sukuk shall be responsible for the correctness, accuracy and comprehensiveness of the information contained in the promotion material for the sukuk and any other information or data disclosed.


Article (8)	A-	The prospectus shall be prepared by an issuance manager licensed by the Securities Commission. The Issuance Manager shall be responsible for the preparation of the prospectus in accordance with the requirements of Islamic Finance Sukuk Law and these instructions.
	B-	The issuer of Islamic sukuk shall be responsible for the correctness, accuracy and comprehensiveness of the information contained in the prospectus and any other information or data disclosed .

Article (9)	A-	The prospectus takes effect after thirty business days from the date of its complete submission to the Securities Commission, unless the Board decides during this period , to pass the prospectus or reject it, and the Board may determine the period during which the prospectus takes effect.
	B-	The Securities Commission shall notify the Issuance Manager of its observations on the prospectus within fifteen business days from the date of receiving the review by the Securities Commission.
	C-	The Board may, when considering the request to register sukuk , request from the applicant any additional information not included in the application.
	D-	For the purposes of paragraph A of this article, the date of submission of the prospectus to the Securities Commission shall be the date of completion of all data, information and attachments specified, as well as the term required for authorization of the issuance by the Central Sharia Supervisory Commission under the Islamic Finance Sukuk Law and these instructions.

Article (10)	The issuers shall specify the subscription period in the prospectus as seen appropriate and the Board's approval of the prospectus shall be considered an approval of this period.

Article (11)	The issuer may extend the subscription period as seen appropriate, and after the approval of the Board.

Article (12)	The Board may reject the prospectus or suspend its taking effectiveness if it discovers any of the following:
	A-	That the prospectus or any of the accompanying information is not consistent with the requirements of the relevant laws or the regulations and instructions issued pursuant thereto.
	B-	That the prospectus or any of the accompanying information is not consistent with the public interest and the protection of investors.
	C-	That the prospectus or any of the accompanying information contains incorrect , inaccurate or misleading data, or that it does not include material information that enables the investor to make his investment decision, or if it includes information that has been presented in such a way as to make other information in the bulletin incorrect, inaccurate or misleading.
	D-	That the Central Sharia Supervisory Commission has not authorized issuance or that it has reservations on some of the information mentioned in the prospectus.

Article (13)	A-	The issuer shall inform the Securities Commission in writing of any change that occurs to the information contained in the prospectus immediately as it occurs , whether or not it has been announced that the prospectus has taken effect.
	B-	If the Securities Commission learns that a fundamental change has occurred in the data contained in the prospectus or that new material information transpired and was not disclosed at the time, the Board may take whatever action it deems appropriate, including suspension or cancellation of the offer.
	C-	The issuer may not make any change to the prospectus in contravention of the principles of Islamic Sharia and its provisions.

Article (14)	A-	If a material change occurs to the data contained in the prospectus or if new fundamental information transpires during the offer period and before the subscription period, the issuer shall notify the Securities Commission of this change and prepare "a prospectus annex," approved by the Board after it has been authorized by the Central Sharia Supervisory Commission to be appended to the prospectus before the start of subscription process.
	B-	The "prospectus annex" shall be announced in the same newspapers that announced the offer and before the start of subscription.
	C-	If a material change occurs or if new material information emerges during the subscription period, the issuer shall notify the Securities Commission of this and request the immediate suspension of subscription , which shall resume after the issuer has completed the procedures specified in paragraphs A and 8 of this Article.

Article (15)	Subscription to the sukuk shall take place through the banks in accordance with the following: -
	A-	SUbscription shall take place through the subscription forms that accompany the prospectus, and the banks through which subscription takes place shall present to the subscriber a hard or electronic copy of the prospectus before accepting the subscription request.
	B-	Subscription shall take place according to the price indicated in the prospectus and specified by the issuer.
	C-	The prospectus shall include the minimum and maximum number of sukuk that may be subscribed to.
	D-	The banks through which subscription takes place shall be responsible for ensuring the correctness of subscription processes and the qualification of the subscriber according to official documents.

Article (16)	A-	Sukuk shall be offered through an effective prospectus by announcing the Securities Commission's approval of its form and of the data and information contained therein. The announcement shall be published in two local daily newspapers at least twice , before a period not less than seven business days from the date fixed for the start of subscription.
	B-	No person shall make an offer of sukuk except through an effective prospectus.
	C-	Subscription to the sukuk shall be considered a binding offer on the buyer if he received a copy of the prospectus if said prospectus does not state the offer, and the allocation of the sukuk is considered acceptance.
	D-	Subscription to the sukuk is considered a binding acceptance by the buyer if he receives a copy of the effective prospectus if said prospectus is an offer.
	E-	The issuer may cancel the subscription contracts if they do not cover the sukuk issued.

Article (17)	The Issuer must notify the Securities Commission in writing of the number of sukuk covered, their value , and categories of distribution, and shall advertise this in alleast one daily newspaper immediately upon completion of all subscription procedures and allocation of the sukuk.

Article (18)	A-	The issuance manager shall complete the allocation and distribution process of subscribed sukuk to subscribers within a period not exceeding seven working days from the date of closure of subscription.
	B-	If the sukuk offered for subscription are not covered, subscribed funds shall be returned to their owners within a maximum period of seven working days.
	C-	Securitized assets shall be returned to the issuer at their book value as they were before securitization if subscription is not completed for any reason.

Article (19)	The issuer shall appoint an issuance trustee approved by the Board. The prospectus shall specify the issuance trustee's competencies, powers, responsibilities and fees, and the issuer shall not have the right to dismiss him unless there are grounds that justify it and after the approval of the Board.

Article (20)	The project accounts shall be audited by one or more auditor/so The issuer appoints the auditor/s and sets his/ their fees. The issuer may not dismiss the auditor/s except after the approval of the Board.

Article (21)	All documents related to the Sukuk shall be in Arabic with the exception of cases approved by the Board.

Article (22)	The Board may exempt the Government from any provisions of these instructions provided that this is not inconsistent with the principles of Islamic Sharia and its provisions.

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