Transparency and Disclosure
OFS-3.2.13
Where a
prospectus oroffering document includes a statement purporting to be made by, or based on a statement made by an expert, theprospectus oroffering document must not be issued unless:(a) The expert has, before the approval and registration of theprospectus oroffering document , as the case may be, provided his written consent to the issue thereof; and(b) There appears in theprospectus oroffering document , a statement that the expert has given such consent.January 2014OFS-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 oroffering document .January 2014OFS-3.2.15
The appointed advisor must disclose in the
prospectus and/oroffering documents , whether it has any capital of theissuer under option, or agreed conditionally or unconditionally to be put under option, including:(a) The title and amount ofsecurities covered by theoptions ;(b) The exercise price;(c) The purchase price, if any; and(d) The expiration date of theoptions .January 2014OFS-3.2.16
Where
options have been granted, or agreed to be granted to all the holders ofshares ordebt securities , or of anyclass thereof, or to any appointed advisor, or to employees under theemployees' share benefit plan , a general disclosure of such fact may be made.January 2014OFS-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-linkedsecurities , or subscription rights granted or to be granted to any appointed advisor. Such information must indicate:(a) The amount of outstanding equity-linkedsecurities 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 theshare 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 2014OFS-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 thesecurities holders must approve a separate resolution of the rights oroptions through a majority of disinterestedsecurities holders;(b) It must be implemented, exercised and/or allocated separately from the process of the related offering ofsecurities , i.e. either before or after theoffering period ; and(c) Forissuers under formation, the implementation, exercising and or allocation of the requiredsecurities must take place only after the publication of theissuer's incorporation order in the Official Gazette.January 2014