WORKSHOP ON proposed CMA regulations OFFERS OF

Transcript:WORKSHOP ON proposed CMA regulations OFFERS OF:
WORKSHOP ON proposed CMA regulations OFFERS OF SECURITIES regulation John Carson Lead Advisor to CMA Compliax Consulting Inc. Toronto, Canada Khalil Ghalayini Head of Financial Control Unit CMA, Beirut June 2015 Agenda Purpose and background Public offers Prospectus requirements Exempt offers Exempt offers – filing requirements Offers of Securities 1 Purpose of OFFERS OF SECURITIES Regulation Establish the requirements to make a public offer in Lebanon. Set out types of offers of securities that are exempt from the requirements for a public offer. Establish the requirements to make an exempt offer. Chapter 6 of Law 161 sets the core requirements for public offers. The Regulation sets out additional details. Listing Regulation covers requirements for listing on a securities exchange if the securities will be listed. Offers of Securities 2 What is offering securities? An offer of securities means: Issuing securities Inviting the public to subscribe for securities Making a securities advertisement for a new issue of securities Making any statement or communication that has the effect of selling, issuing or offering securities May be a public offer or an exempt offer An offer of securities in Lebanon must comply with the Regulation Covers any type of securities regulated by the Authority Offers of Securities 3 public offers An offer of securities for subscription by public investors made under the Law and the Regulation All offers of securities are public offers unless qualify as an exempt offer Must be made through an approved institution licensed for dealing and advising on corporate finance Must file application with CMA including a draft prospectus CMA must approve the offer + the prospectus Offeror must appoint a financial advisor (AI) to review its application Advisor must confirm to CMA that offeror meets the requirements Offers of Securities 4 PUBLIC OFFER APPLICATION REQUIREMENTS File application with CMA at least 1 month* before proposed date of offer: Application form Draft prospectus Checklist for prospectus requirements Notarized copy of any document incorporated by reference Certificate from legal counsel re issuance of securities Letter from financial advisor re review of application Signed copy of any expert’s report referred to in prospectus Any other information required by CMA Details in Annex 1 CMA has 1 month to review application and give notice of decision. Offers of Securities 5 prospectus To contain all information necessary to make an assessment of the issuer, its business, financial position, management + details of the