• Transparency and Disclosure

    • OFS-3.2.13

      Where a prospectus or offering document includes a statement purporting to be made by, or based on a statement made by an expert, the prospectus or offering document must not be issued unless:

      (a) The expert has, before the approval and registration of the prospectus or offering document, as the case may be, provided his written consent to the issue thereof; and
      (b) There appears in the prospectus or offering document, a statement that the expert has given such consent.
      January 2014

    • OFS-3.2.14

      The appointed advisor must provide a statement regarding its due diligence with regard to its appointed responsibility and this statement must be included in the prospectus or offering document.

      January 2014

    • OFS-3.2.15

      The appointed advisor must disclose in the prospectus and/or offering documents, whether it has any capital of the issuer under option, or agreed conditionally or unconditionally to be put under option, including:

      (a) The title and amount of securities covered by the options;
      (b) The exercise price;
      (c) The purchase price, if any; and
      (d) The expiration date of the options.
      January 2014

    • OFS-3.2.16

      Where options have been granted, or agreed to be granted to all the holders of shares or debt securities, or of any class thereof, or to any appointed advisor, or to employees under the employees' share benefit plan, a general disclosure of such fact may be made.

      January 2014

    • OFS-3.2.17

      The information provided in Rule OFS-3.2.15 must also be disclosed where there is authorised but unissued capital, or an undertaking to increase the capital in connection with warrants, convertible obligations or other outstanding equity-linked securities, or subscription rights granted or to be granted to any appointed advisor. Such information must indicate:

      (a) The amount of outstanding equity-linked securities and of such authorised capital or capital increase and where appropriate, the duration of the authorisation;
      (b) The categories of advisors having preferential subscription rights for such additional portions of capital;
      (c) The terms, arrangements and procedures for the share issue corresponding to such portions; and
      (d) That no subscription is made by the issuer in contravention of Subparagraph OFS-1.5.2(s).
      January 2014

    • OFS-3.2.18

      In regard to the implementation of the granting of capital in Paragraphs OFS-3.2.15 and OFS-3.2.17:

      (a) The General Assembly of the securities holders must approve a separate resolution of the rights or options through a majority of disinterested securities holders;
      (b) It must be implemented, exercised and/or allocated separately from the process of the related offering of securities, i.e. either before or after the offering period; and
      (c) For issuers under formation, the implementation, exercising and or allocation of the required securities must take place only after the publication of the issuer's incorporation order in the Official Gazette.
      January 2014