Firm Commitment Underwriting
OFS-3.6.4
Where an
underwriter has been appointed and thesecurities are not fully subscribed during theoffering period , theunderwriter must purchase the balance of thesecurities through afirm commitment underwriting arrangement.January 2014OFS-3.6.5
The
firm commitment underwriting arrangement must be detailed in an underwriting agreement, which must be submitted to the CBB as part of the offering ofsecurities application.January 2014OFS-3.6.6
For the purpose of this Module, the total of all the underwriting undertakings of the
underwriter , the company that controls it, its subsidiary, a subsidiary of the company that controls it and a company affiliated with it, are calculated as one underwriting undertaking.January 2014OFS-3.6.7
The
underwriter may appoint or form an underwriting group for any underwritten issue.January 2014OFS-3.6.8
The
underwriter must comply with the CBB Law, rules and regulations, including Volume 6 of the CBB Rulebook, and theissuer's Memorandum and Articles of Association, particularly in respect of the eligibility of the expected subscribers to acquire theissuer's securities and related disclosure requirements.Amended: October 2017
January 2014OFS-3.6.9
After the approval of the
offering documents (including the underwriting agreement) neither theissuer nor any advisor or person acting on its behalf, nor theunderwriter or any person acting on its behalf, has the right to change any provision or commitments stipulated in the underwriting agreement.January 2014OFS-3.6.10
All commitments, terms and conditions stipulated in the underwriting agreement must be enforced and implemented without any change or alterations, including the relevant timeframes.
January 2014OFS-3.6.11
The CBB may consider amendments to an underwriting agreement where the stability of the financial sector and/or capital market will be adversely affected by the agreement's current provisions. In this regard, the CBB must be provided with a supporting application signed by both the
issuer and theunderwriter , before considering such amendment.January 2014