• OFS-6 OFS-6 Registration of Prospectus and Offering Documents

    • OFS-6.1 OFS-6.1 General Requirements

      • OFS-6.1.1

        The issuer, lead manager, or principal advisor must provide 2 copies to the CBB of the draft prospectus, together with a completed prospectus checklist (Appendix OFS-7). The CBB will not commence its review of a draft prospectus unless the prospectus is complete and attached with all required documents and information, as stipulated under Paragraph OFS-6.1.5.

        January 2014

      • OFS-6.1.2

        Once the CBB has completed its review of the draft prospectus and notified the issuer accordingly, the issuer is required to make any changes determined by the CBB and to submit the printed proof of the prospectus to the CBB for registration.

        January 2014

      • Registration

        • OFS-6.1.3

          A copy of the prospectus submitted for registration must be signed by each director of the issuer.

          January 2014

        • OFS-6.1.4

          If the prospectus is signed by an agent or alternate director, the printer's proof prospectus and the printed prospectuses must disclose this to be the case under the place where the respective director is meant to have signed the prospectus.

          January 2014

        • OFS-6.1.5

          The printed proof copy of the prospectus must be accompanied by the following:

          (a) An application for registration of the prospectus;
          (b) Any fees payable to the CBB as per Appendix OFS-6 and Section OFS-8.2;
          (c) A letter of approval from any other relevant regulator or other authority;
          (d) Original copies of all letters of confirmation, declaration or consent;
          (e) A certified copy of all material contracts and documents available for inspection disclosed in the prospectus, and in the case of contracts not reduced into writing, a memorandum which gives full particulars of the contracts;
          (f) A certified copy of underwriting agreements (if applicable);
          (g) Memorandum and Articles of Association of the issuer, originator and/or guarantor and Certificate of Incorporation or Commercial Registration (or equivalent documents);
          (h) Original written authority by directors appointing any agents to sign the prospectus on their behalf;
          (i) Letter of confirmation from the issuer and/or lead manager, that the printed proof copy of the prospectus has incorporated all changes as required by the CBB; and
          (j) Letter of confirmation from the issuer, lead manager, or other appointed advisors that the final printed copy of the prospectus will be the same as the printed proof of the prospectus registered with the CBB.
          January 2014