• Role and Responsibilities of the Lead Manager

    • OFS-3.3.2

      All issuers must engage a CBB licensee to act as a lead manager or to fulfil the obligations of a lead manager as defined in this Section.

      January 2014

    • OFS-3.3.3

      The lead manager is in addition to Paragraph OFS-3.2.24 required by the CBB to act with appropriate care and skill and perform the following:

      (a) Prepare and file the application for approval of a securities offering to the CBB;
      (b) Report to the CBB on the due diligence undertaken in respect of the issue and the issuer;
      (c) Make a declaration that is provided to the CBB and included in the offering document, that the offering document does not contain information that is false or misleading, in its opinion does not prejudice the interests of present or future investors and does not omit any material information;
      (d) Make a declaration that is provided to the CBB and included in the offering document that the offering document is in accordance with all the CBB Law, other rules and regulations and this Module;
      (e) The lead manager's declaration under (d) is only acceptable to the CBB, if it is attached with a duly signed and fully completed offering prospectus checklist prescribed under Appendix OFS-7; and
      (f) Where the issue is not underwritten, the lead manager must provide the CBB with the method of price determination and price stabilisation for a period of one year or such other period as the CBB may determine.
      January 2014

    • OFS-3.3.4

      For the purposes of Rule OFS-3.3.3, the outstanding underwriting commitments of a lead manager should not exceed reasonable limits including in relation to its capital and capital adequacy requirements.

      January 2014

    • OFS-3.3.5

      The lead manager is expected to also assist the issuer with the appointment of other advisors.

      January 2014

    • OFS-3.3.6

      Where the lead manager is also acting as a listing agent or sponsor in relation to a planned listing, the lead manager is also responsible for:

      (a) Advising the issuer on its suitability for listing;
      (b) Ensuring the applicant, as well as the listing documents, meet admission requirements;
      (c) Preparing the application and listing documents for listing;
      (d) If the securities listing application for obtaining the CBB approval is made separately from the application for the offering of securities, ensuring that in the case of the listing documents the requirements related to the declaration under Subparagraph OFS-3.3.3 (d) and prospectus checklist under Subparagraph OFS-3.3.3 (e) are also applied;
      (e) Ensuring that the issuer is sufficiently set up to comply with the continuing listing obligations under the licensed exchange's listing rules including meeting the corporate governance requirements;
      (f) Ensuring the CBB is informed of all matters which should be brought to its attention; and
      (g) Notifying the CBB of any amendments to the application or listing documents after submission.
      January 2014

    • OFS-3.3.7

      The lead manager must inform the CBB where:

      (a) It is no longer able to satisfy the criteria for approval;
      (b) Any of the approved executives of the lead manager are convicted of an offence involving fraud, theft or other dishonesty, or are the subject of a bankruptcy proceeding; or
      (c) It resigns as a lead manager, listing agent or sponsor. In this case, the lead manager must provide written notification to both the CBB and the relevant issuer.
      January 2014