OFS-5.3.7
In addition to the information required to be included on the front and inside cover pages of the
(a) Important Notice - which may include:
(i) Important notice to subscribers;
(ii) Due diligence statements;
(iii) Forward looking statements; and
(iv) General risk statement;
(b) Applicants Identification and Anti-Money Laundering requirement;
(c) Table of contents;
(d) Glossary of the defined terms and abbreviations;
(e) Offering timetable;
(f) Resolutions and approvals;
(g) Summary of the offering;
(h) Offering statistics and expected timetable;
(i) Structural overview of the securitisation transaction:
(i) Summary of transaction;
(ii) Transaction overview diagram;
(iii) Cash flow description;
(iv) Cash inflow;
(v) Monthly instalment;
(vi) Cash outflow;
(vii) Issuance cost;
(viii) Annual expenses;
(ix) Delinquencies and defaults;
(x) Investment parameters for the investment of temporary liquidity surpluses;
(xi) Source of payments;
(xii) Order of priority of payments;
(xiii) Fees payable;
(xiv) Sale of the underlying assets;
(xv) Nature of the sale;
(xvi) Terms of the sale;
(xvii) Underlying assets;
(xviii) Purchase consideration;
(xix) Cancellation;
(xx) Debt securities issuance;
(xxi) Partial early redemption;
(xxii) Mandatory redemption in full;
(xxiii) Formula for optional/mandatory redemption in full;
(xxiv) Debt securities redemption table;
(xxv) Servicing function;
(xxvi) Servicing by the originator;
(xxvii) Servicing of the debt securities by the issuer ; and
(xxviii) Utilisation of proceeds;
(j) The following minimum information must be provided for:
(i) Details of the issuer (for all issues);
(ii) Details of the originator (if different from the issuer );
(iii) Details of the guarantor (for all guaranteed issues):
• Background and history;
• Principal activities;
• Business strategy;
• Organisational structure;
• Corporate governance practices;
• Board of Directors
• Board of Directors practices;
• Senior management team;
• Employees;
• Compensation;
• External auditor;
• Legal advisor and other advisors;
• Major shareholders and transactions;
• Related party transactions;
• Interests of experts and counsel;
• Material contracts;
• Business overview;
• Key financial information;
• Operating and financial review and prospects;
• Significant assets and liabilities;
• Property, plant and equipment;
• Research and development, patents and licenses;
• Liquidity and capital resources;
• Consolidated financial statements;
• Material changes to financial statements;
• Restatement of financial statements;
• Ratios and analysis;
• Projections of financial statements; and
• Subsidiary's separate financial statements;
(k) Industry analysis which may include:
(i) Economic overview;
(ii) Sectoral performance and overview; and
(iii) Sub-sectoral performance and overview;
(l) Investment considerations, which may include:
(i) Limited recourse;
(ii) The debt securities ;
(iii) No prior market for the debt securities ;
(iv) Market value of the debt securities ;
(v) Fluctuation of interest rates;
(vi) Inflation risks;
(vii) Partial early redemption of the debt securities ;
(viii) Legal investment considerations;
(ix) Investment in the debt securities may not be suitable for all investors;
(x) The underlying assets;
(xi) Timeliness of collections;
(xii) Conditions of the sector/sub-sector/market;
(xiii) Obligor's obligations;
(xiv) No perfection of the issuer's interests in the underlying assets;
(xv) No assurance on conformity with eligibility criteria;
(xvi) Reliance on the servicer;
(xvii) Rescheduling of payment obligations;
(xviii) Replacement of servicer and transaction administrator;
(xix) The issuer ;
(xx) Bankruptcy risk;
(xxi) Dependence on key personnel;
(xxii) No recourse to shareholder ;
(xxiii) No operational history;
(xxiv) Limitation on enforcement of security and foreclosure;
(xxv) Tax risks;
(xxvi) Absence of independent valuation of the underlying assets;
(xxvii) General risk associated with emerging markets; and
(xxviii) Political, economic and social consideration relating to home market;
(m) Risk factors, which may include:
(i) Credit risk;
(ii) Legal risk;
(iii) Interest rate risk;
(iv) Operational risk;
(v) Currency risk;
(vi) Liquidity risk;
(vii) Maturity risk;
(viii) Other risks;
(n) Disputes, litigations and court orders;
(o) Subscription terms and conditions, which may include:
(i) Type and nominal amount of debt securities ;
(ii) Ranking of debt securities ;
(iii) Issue price;
(iv) Interest/coupon/profit rate/ income;
(v) Minimum subscription required of the debt securities in order to satisfy the objectives of the issue, offer or invitation (to include procedures for refund if this requirement is not met);
(vi) Tenor (nature) of the debt securities ;
(vii) Form and denomination of debt securities on issuance;
(viii) Underwriting arrangements;
(ix) Events of default;
(x) Details of any security for the debt securities ;
(xi) Rating assigned to debt securities (together with a description of the rating);
(xii) Type of listing that is sought;
(xiii) Summary of rights conferred upon the holders of debt securities ;
(xiv) Governing law — any special legislation under which the debt securities have been created and the choice of jurisdiction in the event of litigation;
(xv) Repayment terms and frequency of interest/profit/income payments;
(xvi) Shari'a principle and concept adopted (for Islamic debt securities );
(xvii) Types of underlying assets of the transaction;
(xviii) Details of any sinking fund requirement; and
(xix) Regulatory approvals required including dates of approval;
(p) Announcements and acknowledgements;
(q) Additional information, which may include:
(i) Share capital structure;
(ii) Memorandum and Articles of Association;
(r) Applicable law;
(s) Documents available for inspection; and
(t) Appendices.
January 2014