Disclosure
OFS-3.6.15
The name of the
underwriter and the terms of the underwriting agreement must be prominently disclosed in theoffering document and in the application for approval.January 2014OFS-3.6.16
A summary of the underwriting agreement or arrangements must be provided in the
prospectus oroffering document , including but not limited to the cost of underwriting and other related fees and charges.January 2014OFS-3.6.17
The
underwriter is required to provide sufficient and adequate information to the CBB and disclose the same in theprospectus oroffering documents as to the method, bases, mechanism, assumptions, and all other related information used to reach theoffering price .January 2014OFS-3.6.18
In cases where the
offering price is determined by theunderwriter jointly with any other advisor or third party, the name and role of such advisor or person must be provided to the CBB and disclosed in theprospectus oroffering document .January 2014OFS-3.6.19
The underwriting agreement must be provided as a document available for inspection to the subscriber.
January 2014OFS-3.6.20
For purposes of Paragraph OFS-3.6.17 and item 25.1(b) under Section 17 of Appendix OFS-1, relating to the pricing of securities and bases or methods for determining the issue or offer price and for prospectus disclosure purposes, the bases used for determining the pricing of securities must be elaborated on and general statements must be avoided.
Added: October 2017OFS-3.6.21
For purposes of Paragraph OFS-3.6.20, factors that are commonly cited in pricing determination which should be elaborated may include, but are not limited to, prevailing market performance and condition (e.g. price earnings ratio, dividend yield, etc.), financial and operating performance (e.g. earnings per share, etc.), consolidated net tangible assets per share and/or net assets per share (or liabilities as to the case may be), earnings potential, assessment of management, market valuation of companies in related businesses, intellectual property and technology, etc. Where appropriate, cross-references should be made to the relevant and specific sections of the prospectus.
Added: October 2017