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  • Underwriting

    • OFS-2.3.6

      The CBB may approve an issue without an underwriter where:

      (a) More than one institution who are not related parties provide the proposed offering price; or
      (b) The lead manager has established the issue price through a book building mechanism; and
      (c) The lead manager has signed a declaration of due diligence and has submitted a declaration confirming to the issuer and the CBB that the issue will be fully subscribed, which declaration must be included in the offering document.
      January 2014

    • OFS-2.3.7

      Where the issue is to be underwritten, full details of the underwriter and the underwriting arrangement must be disclosed in the prospectus and the full underwriting agreement as signed by the parties must be made available for inspection by the subscribers.

      January 2014

    • OFS-2.3.8

      Where the issue is not to be underwritten, the CBB retains its right to impose full or partial underwriting based upon pricing of the securities to be issued and market conditions.

      January 2014

    • OFS-2.3.9

      Where the issue is underwritten the:

      (a) Underwriter must not be a related party; and
      (b) Lead manager and/or underwriter must directly or through an authorised market maker, establish a price stabilisation mechanism for the securities for a period of at least six months starting from the first day of trading on a licensed exchange. The CBB may require a longer period of price stabilisation where it considers it necessary.
      January 2014

    • OFS-2.3.10

      Details of underwriting agreements must be disclosed in the offering document and the agreement must be capable of being enforced under any circumstance.

      January 2014

    • OFS-2.3.11

      In respect of public offers of debt securities, where the issue is to be underwritten or sold through primary dealer arrangements, full details of the underwriter, primary dealer, the underwriting arrangement and/or primary dealer arrangements must be disclosed in the prospectus and the underwriting agreement must made available for inspection by the subscribers.

      January 2014