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OFS-4.2.1

Any application under Section OFS-4.1 must include the following minimum information:

(a) A copy of the issuer's Board of Directors proposal in respect of the issue to its General Assembly;
(b) A copy of the General Assembly resolution through which the issuing and offering of securities is approved;
(c) A copy of the duly signed Board of Directors' responsibility statement, signed by all directors in the standard statement stipulated by this Module (Appendix OFS-9);
(d) A copy of the duly signed declaration by the lead manager, based on a due diligence exercise of all relevant conditions, facts and arrangements, as appropriate (Appendix OFS-8);
(e) A copy of the duly signed declaration by the legal advisor for the offer, based on a due diligence exercise of all relevant legal conditions, facts and arrangements, as appropriate (Appendix OFS-10);
(f) A final ratified Memorandum and Articles of Association, or relevant constitutional documents for existing issuers, or a draft copy thereof for issuers under formation;
(g) A draft of the offering document prepared in line with the CBB requirements as stipulated under this Module;
(h) A copy of all arrangements, contracts and/or letters signed with the issuer and or lead manager with all appointed advisors;
(i) Duly completed term sheet on the offering, as stipulated by the CBB from time to time in this Module;
(j) The expected offering timetable;
(k) A bona fide copy of either the issuer's external auditor unqualified report on the annual audited financial statements, or interim period reviewed financial statements prepared by the issuer's external auditor;
(l) A copy of the audited financial statements, including the balance sheet, income statement, cash flow statement and change in shareholders' fund, for the period required under this Module for each type of offer, and the interim period reviewed financial statements for the period required under this Module;
(m) A copy of the duly signed report prepared by an independent accountant on any estimates, projections of the financial statements, or future operating results of the issuer, if applicable;
(n) A copy of at least two independent valuer's reports if the proposed offering of securities is guaranteed, is made up of physical assets or property or backed by any assets, property, or any form of collateral;
(o) A copy of all documents available for inspection by the potential subscribers and/or allottees;
(p) Information on the legal structure of the company and company registration; and
(q) Any other information as required by the CBB.
January 2014