BAHRAIN Law and Practice Contributed by: David Walker, Simone Del Nevo, Sherif Saadeldin and Rahul Sud, ASAR – Al Ruwayeh & Partners
7.4 Transaction Documents All transaction documents may not be disclosed in full. However, TMA regulations specify that certain documents must be readily available for shareholder inspection during a potential takeo - ver offer in Bahrain. The offer document and the offeree board circular need to specify clearly which documents are included and where they can be accessed, from the offer announcement until the offer period ends. The following documents are considered trans - action documents and must be disclosed and made available from the date the bid document is announced: • company documents – memorandum and articles of association (or equivalent docu - ments) for both the offeror (acquiring com - pany) and the offeree (target company); • financial statements – audited consolidated accounts for the last two financial years, prepared according to AAOIFI standards (for Islamic financial institutions) or other CBB- approved accounting standards; • management contracts – all service contracts of the offeree company’s directors; • referenced documents – any reports, letters, valuations or other documents used in mate - rials issued by either company; • professional adviser consents – written con - sents from any professional advisers involved in the offer; • material contracts – all significant contracts related to the offer; • profit forecast documentation – if profit forecasts are included, reports from audi - tors, consultant accountants and professional advisers, along with their written consent to the use of their reports; • asset valuation documentation – if asset valuation is involved, the valuation certificate,
associated report details and a letter confirm - ing the valuer’s consent to their name being published; • commitment letters – any documents evi - dencing irrevocable commitments or letters of intent obtained by either company or their associates; • dealings aggregation – a full list of all dealings if the CBB has approved aggregation; • financing arrangements – documents related to the offer’s financing or a detailed statement from the professional adviser confirming suf - ficient resources for implementing the offer; • inducement fees – documents related to any inducement fees or similar arrangements; and • agreements and arrangements – all agree - ments or arrangements disclosed in the offer document, including memorandums if not written down formally. Directors of an offeror and the offeree company must only consider the shareholders’ interests taken as a whole when they are giving advice to shareholders. Directors of the offeree com - pany must give careful consideration before they enter into any commitment with an offeror that would restrict their freedom to advise their shareholders. Such commitments may give rise to conflicts of interest or result in a breach of the directors’ fiduciary duties. 8.2 Special or Ad Hoc Committees Establishing special or ad hoc committees nor - mally depends on the internal corporate gov - ernance structure of the company. However, a board member with an interest in an offer pre - sented to the board would be precluded from voting with respect to that interest. 8. Duties of Directors 8.1 Principal Directors’ Duties
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