Role and Responsibilities of the Lead Manager
OFS-3.3.2
All
issuers must engage aCBB licensee to act as a lead manager or to fulfil the obligations of a lead manager as defined in this Section.January 2014OFS-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 asecurities offering to the CBB;(b) Report to the CBB on the due diligence undertaken in respect of the issue and theissuer ;(c) Make a declaration that is provided to the CBB and included in theoffering document , that theoffering 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 theoffering document that theoffering 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 2014OFS-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 2014OFS-3.3.5
The lead manager is expected to also assist the
issuer with the appointment of other advisors.January 2014OFS-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 theissuer 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 thesecurities listing application for obtaining the CBB approval is made separately from the application for the offering ofsecurities , 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 theissuer is sufficiently set up to comply with the continuing listing obligations under thelicensed 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 2014OFS-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 relevantissuer .January 2014