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Deal by Design
Welcome to this edition of Law Update, focusing on the evolving M&A landscape across the MENA region. With deal activity and value continuing to grow, the region is seeing increased investor interest alongside a changing regulatory environment.
This edition explores key legal and market developments affecting M&A transactions, including regulatory reforms, foreign investment, governance, due diligence and deal structuring across the region.
The Bahrain Bourse (BHB) has issued new Investor Relations Guidelines (the Guidelines) for companies listed on its Mainboard Market. The Guidelines combine mandatory requirements with non-mandatory recommendations designed to enhance investor communication and disclosure standards. Listed companies are required to comply with all mandatory requirements by 31 March 2028.
The Guidelines provide a structured framework for investor engagement. They aim to promote greater transparency, strengthen shareholder and stakeholder communication, and support alignment with the BHB’s environmental, social and governance (ESG) strategy and sustainability goals.
The Guidelines are intended to operate alongside, and not in substitution for, Sections 4 and 5 of the BHB Listing Rules, which set out existing disclosure and ongoing obligations for listed companies. In this respect, the Guidelines introduce an additional layer of obligations and expectations for investor relations (IR), which will shape listed companies’ IR activities going forward.
The Guidelines seek to elevate the quality and effectiveness of IR across Bahrain’s capital market by pursuing several inter-related objectives. In particular, they aim to:
The Guidelines also seek to:
The Guidelines adopt a tiered approach to mandatory compliance based on market capitalisation. All Mainboard-listed companies are required to implement the core mandatory requirements by 31 March 2028. Companies with a market capitalisation of BHD 100 million or more will be subject to additional obligations reflecting their broader investor base and heightened market scrutiny.
The BHB will assess market capitalisation annually using the closing share price at year end. Where a company is reclassified following this assessment, it will benefit from a one-year grace period from the date of the BHB’s written notification to comply with the requirements applicable to its new classification. The BHB also reserves the right to review and amend the market capitalisation threshold, with impacted companies similarly afforded a transition period to adjust.
Under the Guidelines, all Mainboard-listed companies must establish a dedicated IR section on their corporate website. This section is intended to serve as a central information hub for shareholders and investors and must, at a minimum, provide access to the company’s:
This requirement largely formalises existing good practice among well-governed issuers but, importantly, now establishes a uniform baseline standard across the Mainboard Market.
Listed companies with a market capitalisation of BHD 100 million or more are subject to additional mandatory requirements, reflecting the enhanced market scrutiny and broader investor base typically associated with larger issuers.
IR function and officer
Companies must establish an IR function under the direct supervision of senior management, with appropriate segregation of duties, and adequate governance and oversight arrangements.
A designated investor relations officer (IRO) must be appointed who possesses the necessary knowledge and experience to establish and maintain effective communication channels with stakeholders. Notably, the IRO must be certified by the UK Investor Relations Society or the Middle East Investor Relations Association (MEIRA), or hold an equivalent qualification.
Annual earnings call
Companies must hold an annual earnings call after publication of their financial results, and in any event not later than 10 business days following such publication. The company must disclose the earnings call details on the BHB’s website at least five days prior to the call date, including, as a minimum, the date, time, and access details of the earnings call.
Furthermore, the company must publish the presentation and transcript of the earnings call in both Arabic and English on its website and on the BHB’s website as soon as practicable, and in any event no later than 10 business days from the date of the earnings call.
Non-mandatory recommended best practices
In addition to the mandatory requirements, the Guidelines set out a series of non-mandatory recommended best practices. These encourage listed companies to:
While these recommendations are not currently binding, they serve as a clear indication of the BHB’s expectations regarding ‘best-in-class’ investor relations. Notably, all meetings with analysts and institutional investors must be conducted in a manner that ensures equal and timely disclosure of material information to the market. These practices may, over time, inform the evolution of binding regulatory standards as the market matures.
The issuance of the Guidelines is consistent with the BHB’s broader efforts to develop Bahrain’s capital market ecosystem and align with regional IR initiatives. The BHB has previously collaborated with MEIRA on IR workshops and has contributed to the GCC Exchanges’ Unified Investor Relations Guideline, underscoring a GCC-wide commitment to harmonised IR standards.
Listed companies on the BHB’s Mainboard Market should take note of the following practical implications.
The Guidelines represent a significant development in Bahrain’s capital market regulatory architecture, signalling a more sophisticated and structured approach to investor relations. By codifying expectations around transparency, communication, and ESG-aligned engagement, the BHB is seeking to bolster investor confidence, support fair valuation and, ultimately, enhance liquidity and growth in the Kingdom’s listed securities market.
Listed companies are advised to undertake a detailed review of the Guidelines, conduct a gap analysis against existing IR and disclosure practices, and engage legal counsel and investor relations advisers to design and implement a compliant IR framework well in advance of the March 2028 deadline. The full text of the Guidelines is available on the BHB’s website.
For more information on the implications of the IR Guidelines and how they may affect your business, please reach out to Rad El Treki (R.ElTreki@tamimi.com) or any member of our Corporate team.