Registration of bonds or Islamic sukuk

This service enables public joint stock companies to obtain the Authority's approval to issue Islamic bonds/sukuk (private/public offering)

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Service Process

Conditions & Requirements

Bonds or sukuks and any other debt instruments shall be issued by virtue of a Special Decision made by the general assembly of the Company. The general assembly may authorise the board of directors to schedule the date for issuing the bonds or sukuk.

The bond / instrument shall remain nominal until its full value is paid.

Bonds / instruments may not be converted into shares unless stipulated in the prospectus. If the conversion is decided, only the owner of the bond / instrument shall have the right to accept the conversion or receive the nominal value of the instrument.

After issuing convertible bonds/sukuk and until conversion or payment, the company cannot reduce its capital or increase the minimum dividend payout. If capital is reduced due to losses by canceling shares or lowering nominal value, it must be treated as if those shareholders are affected.

Service completion duration

Application (Processing) Time
1 Hours

Service Completion Duration
9 Days

Service channels

SCA WEBSITE

Target audience

Governmental public joint-stock company Local public joint-stock company

Service Code

370-001-007-000

Service Fees

Required Documents

Phase 1: Submit an initial approval request to issue convertible
on-convertible bonds/sukuk using Form F-2-1, along with a draft shareholders’ meeting invitation to approve the issuance.
Phase 2: After the general assembly meeting, submit to the Authority the board’s approval and a copy of the assembly’s resolution approving the issuance of bonds/sukuk.
Phase 3: If bonds/sukuk are convertible to shares causing capital increase, submit board resolution recommending issuance and capital increase to the general assembly.
A draft announcement calling the General Assembly to convene to consider the Board of Directors' recommendation to issue bonds and increase the company's capital.
The Board of Directors' report, which will be presented to the shareholders during the General Assembly, regarding the issuance of bonds and the increase of the company's capital.
Valuation report by an Authority-accredited valuer for both target companies and the acquiring company, showing the fair value range for each.
A report from the evaluator or from an independent financial advisor explaining the conversion factor and how it is calculated in light of the valuation report mentioned in the previous item.
An acknowledgment from the Subscription Manager to comply with laws on anti-money laundering, counter-terrorism financing, illegal organization funding, and beneficial ownership data, per Form C2.
Phase 4: After approval, submit a capital increase request with auditor’s letter confirming reviewed conversions, cancelled bonds/sukuk, new shares issued, and reserves from conversion differences.
A certificate from the auditor confirming the conversion of the bonds into shares and the amount of the new capital.
A draft of the articles of association that will be amended (before and after the amendment)
A copy of the general assembly minutes.

For assistance, get in touch through

Call: 800 SCAUAE (722823)

Working Hours

Monday-Thursday: 7:30 AM - 3:30 PM
Friday: 7:30 AM - 12:00 PM

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