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  • OFS-5.8 OFS-5.8 Additional and Specific Contents of the Offering Document for Warrants

    • OFS-5.8.1

      The offering document must contain all the information that reasonable investors would require in order to make an informed decision of:

      (a) The capacity of the issuer and guarantor (if any) to fulfil the obligations specified under the terms of the issue; and
      (b) The risks, rights and obligations associated with the warrants.
      January 2014

    • OFS-5.8.2

      The offering documents for warrants must contain, at the minimum, the following information:

      (a) Terms and structure of the issue;
      (b) Financial information on the issuer and its guarantor (if any);
      (c) Financial information on the entity whose securities are the subject of the issue of warrants;
      (d) Whether the issuer has authority to issue further warrants; and
      (e) If the warrants are not fully covered by the underlying securities held by a trustee, a declaration that the issuer has appropriate risk management capabilities to manage the warrants issue.
      January 2014

    • OFS-5.8.3

      In the case of warrants relating to equity or debt securities, the offering document must contain at the minimum:

      (a) The names of the regulated exchange (if any) on which equity securities are already listed or traded;
      (b) The name, registered office and, if different, head office of the issuer;
      (c) The country of incorporation of the issuer; and
      (d) The title of the securities including nominal value.
      January 2014

    • OFS-5.8.4

      Additional information to be contained in the offering document, where warrants offer rights to acquire securities:

      (a) In the case of warrants offering rights to acquire equity securities:
      (i) A statement regarding tax on the income from the shares withheld at source in the country of origin;
      (ii) A statement whether the issuer assumes responsibility for the withholding of tax at source;
      (ii) Arrangements for transfer of the shares and (where permitted) any restrictions on their free transferability (for example, provisions requiring transfers to be approved); and
      (iv) A statement whether the shares are in registered or bearer form.
      (b) In the case of warrants offering rights to acquire debt securities:
      (i) A statement regarding tax on the income from the debt securities withheld at source in the country of origin;
      (ii) A statement whether the issuer assumes responsibility for the withholding of tax at source;
      (iii) A statement whether the debt securities are in registered or bearer form; and
      (iv) Details of any arrangements for transfer of the securities and any restrictions on the free transferability of the debt securities.
      January 2014

    • OFS-5.8.5

      Where any security represents 10 percent or more of the total value of the securities underlying the warrant, a table showing the price range of each such security for each of the last three years must be included.

      January 2014

    • OFS-5.8.6

      In the case of warrants relating to indices, the offering document must contain at the minimum:

      (a) A description of the index, including the name of the publisher of the index, its date of establishment, how it is compiled and a summary of its components;
      (b) An explanation of the computation of the index;
      (c) The frequency with which the index is updated and published; and
      (d) The provisions in the event of modification and discontinuance of the index.
      January 2014

    • OFS-5.8.7

      In the case of warrants relating to other types of securities, assets or variables, the offering document must contain at the minimum:

      (a) A description of the securities, assets or variables;
      (b) A description of the market on which they are traded, including its date of establishment, an indication of daily trading volumes, how price information is published, information as to the standing of the market in its country and the name of the market's regulatory authority; and
      (c) The frequency with which prices of the relevant securities, assets or variables are published.
      January 2014