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  • OFS-7.1 OFS-7.1 Prior Request for Announcement and Invitation for Subscription

    • OFS-7.1.1

      No person may make an announcement for invitation for subscription of an offering of securities, unless he makes sure that the following requirements are met:

      (a) The prospectus or offering document has been duly approved and registered with the CBB;
      (b) All designated advisors have been duly appointed and are ready to undertake their roles and responsibilities;
      (c) All requirements and arrangements related to the offer are in place or it has made sure that such requirements and arrangements will be in place in due course before the announcement of the offer, or commencement of the offering period;
      (d) The availability of a sufficient number of final printed copies of the prospectus or offering document being not later than the date of the commencement of the offering period, and free of charge to potential subscribers on request;
      (e) Confirmation to the CBB that no more changes, amendments or alterations in respect of the information contained in the prospectus or offering document, appointment of the advisors or any information related to the issuer itself, or to the issue will take place after the announcement of the offer or thereafter and a supplementary or replacement prospectus will have to be made as per Paragraph OFS-5.1.11;
      (f) No press releases, press articles and/or interviews or any other form of dissemination of information related to the issue will take place before the subscription invitation announcement in the local daily newspaper; and
      (g) Ensure that all permanent and temporary insiders fully adhere to the insiders' trading rules and confirmation to this extent is submitted to the CBB not later than the commencement of the offering period.
      January 2014

    • Timetable and Record Date

      • OFS-7.1.2

        No person may make an announcement or invitation for subscription of securities, without determining the final record date, which must be a future date after the announcement of the offer but before the commencement of the offering period:

        (a) In relation to a public offer, the CBB must be notified at least 10 days before the intended record date;
        (b) The offering document and public announcement must disclose the record date; and
        (c) Once announced, the issuer must not make any subsequent alterations to the record date.
        Amended: April 2014
        January 2014

    • Offer Period

      • OFS-7.1.3

        Unless otherwise determined in law or agreed by the CBB, the offer period for subscription of securities must be open for subscription as follows:

        (a) For equity securities, the offer period cannot be less than 10 calendar days after the day of commencement of the offer and must not exceed a maximum period of 6 months;
        (b) For a secondary listing involving an offer of shares or in the case of a rights issue, 5 days from the issue of an announcement stipulating the issue is fully subscribed;
        (c) For other securities the offer period must not be less than 15 calendar days after the day of commencement of the offer. Additionally, it must not exceed a maximum period of 6 months from the date of opening unless extended by the CBB in writing;
        (d) For any offering of securities, the offering period must not extend beyond the validity of the date of the prospectus or offering document, which is a period of 6 months; and
        (e) Must not allow for the closing of the offering period to be less than 1 month from the publication of annual audited financial statements, or interim unaudited but reviewed financial statements.
        Amended: April 2014
        January 2014

    • Offer Price

      • OFS-7.1.4

        An issuer, when stating an offer price must also make reference to and provide a description in the prospectus or offering document of the bookbuilding, underwriting, price stabilisation or other relevant price factors.

        January 2014

      • OFS-7.1.5

        Where an issuer is making a public offer following a rights share offering or a private offer, it may price the offers differently for the public offer or private placement. In such cases, the differential pricing must also consider the market trends and the justification for the price difference must be outlined in the offering document. The CBB will determine whether the differential pricing is in the best interests of the investors and the market in general.

        January 2014

    • Listings

      • OFS-7.1.6

        Where the securities are to be listed on a licensed exchange, this must be disclosed in the offer and must provide the following information:

        (a) Location and name of the exchange;
        (b) Listing agent, if any;
        (c) Planned listing timeline;
        (d) The percentage of the total issued and outstanding securities to be made available for public subscription and trading on a licensed exchange;
        (e) Any market making or price stabilisation arrangements;
        (f) Any anticipated buy back agreement or related intention of the issuer;
        (g) Any lock up period of major or other class of securities holders;
        (h) The necessary clearing, settlement, central depository and securities transfer ownership arrangements; and
        (i) Any intention or agreement for a secondary (cross) listing.
        January 2014

      • OFS-7.1.7

        Where the offering document states that the offer will be listed on issue, the CBB may prevent allotment from taking place where the issuer has not obtained the authority to list from the licensed exchange at the time of issue, and order that the issuer refund any monies paid by subscribers in respect of such issue.

        January 2014

      • OFS-7.1.8

        The issuer, lead manager and/or any other appointed advisor must ensure that the requisite listing agreement is signed within a maximum of 10 calendar days from the closing date of the offering period, and that the date for commencement of trading on a licensed exchange is within a maximum of 15 calendar days from the closing date of the offering period. Immediately upon the signing of the listing agreement with the licensed exchange, the lead manager must notify the CBB confirming the signing of the listing agreement and inform the CBB of the date for the commencement of trading.

        Added: October 2017

      • OFS-7.1.9

        As the listing authority under Article 86 of the CBB Law, the CBB shall retain the right to determine and decide on the final date of listing and/or date of commencement of trading of securities on a licensed exchange.

        Added: October 2017