Public disclosures Public companies Prospectus MSE listed [up to maturity of [public offers] published instrument] More detail about Flexibility for LR changes Disclosures based types of securities management on the TYPE of Issuers Regulation account security Issuers CDOI, MQRR regulations Private companies Information Continuous MSE listed (private [private memorandum to disclosures to segment) placments] investors investor MSE listed
• Current vs proposed framework • Public issue • Equity • Debt • Securitization • Fund • Listed private placements • No Equity • Debt • Securitization • Fund unit • Non listed private placements • Not applicable
• An offer document is required regardless of the type of securities • Assets and liabilities • Material risks associated • Rights and obligations of issuers/subscribers • Expert opinion • Should have consent to include in the prospectus • Financial statements rules
• Financial Statements Rules • Cases of less than 2 years of business • FS for the whole period, not older than 3 months from the offer date; and • Directors declaration • Cases of more than 2 years of business • If without management accounts • FS not older than six months • Directors declaration • If with management accounts • Private offers • Management accounts not older than 3 months • FS not older than 12 months • Directors declaration • Public offers • Management accounts not older than 3 months • FS not older than 9 months • Directors declaration
• Financial Statements Rules • Additional rules for acquisition/merger • FS of target company not older than six months • Directors declaration • Directors declaration • Must be given stating that – • That the business have been properly maintained and that there are no events that make significant changes to the business • Declaration should not be older than 14 days from the date of the offer
• Allotments • To be made only if the stated amounts have been subscribed for • Otherwise to be returned
• Rules for • Equity • Debt • Securitized instrument • Fund units
Equity Public offers Private placements Offer may be accepted by any person of the Not public offer public Limited to 50 persons per offer Equity >By a public company NA >Or an entity registered as a Fund >For companies, requirements of Companies Act CDOI >CDOI disclosure to public NA >Immediate disclosure of certain events >Immediate disclosure of certain decisions of the Board >Quarterly reports within 30 days CDOI >Acquisition or disposal of assets NA >Certain events require prior notification >Immediate (dividends, buybacks, new issues, financial results)
Debentures Public offers Private placements Debentures >By a public company >A company registered in Maldives >As per the Companies Act >Last 2 consecutive years operations >Pre issue interest cover of 150% Restrictions on share >Pre issue asset cover of 100% transfers for promoters of >Net assets >= 5 millions issuer >Independent audit function [Maintain these requirements] >No distribution that make asset cover fall below 150% *If subsidiary issuer; 2 years apply to parent only *Above doesn’t apply, if guaranteed by GOM Limit on transfer of shares by promoters of issuer Security >Collateral; 50% or none; >Collateral; 50% or none; guarantee guarantee >If secured, tangible assets only >Assets must be insured >If secured, tangible assets only >Assets must be insured
Debentures… Public offers Private placements Cont.… CDOI >CDOI disclosure to >CDOI disclosure to investors public >Company performance, or price sensitive information >Company performance, > CDOI required for guarantor? or price sensitive >Quarterly reports within 30 days information >Other disclosures primarily related to performance of the > Guarantor disclosures company, and price sensitive in relation to debt securities >Quarterly reports within 30 days >Other disclosures primarily related to performance of the company, and price sensitive in relation to debt securities
Securitization Public offers Private placements Securitization >Public company registered in Maldives >An entity registered in Maldives >Originator – a company registered in >Originator – a company registered in and Sukuk Maldives except GOM Maldives; except if Government >Originator – profit in last two consecutive >Chapter 5 specific requirements on securitized asset years; pre issue interest cover of 150%; pre issue >Additional specific requirements in case asset cover of 100%; independent audit function of sukuk >No distribution that make asset cover fall below 150% >Restrictions on transfer of shares by >Maintain these requirements promoters of issuer >Originator exempt if credit guarantee by GOM >Restrictions on the SPV >Chapter 5 requirements; sukuk requirements >Restrictions on transfer of shares by promoters of issuer >Restrictions on the SPV
Securitization Public offers Private placements Cont.…. CDOI >Public disclosure >As per CDOI, >Specific disclosures on the securitized >Specific disclosures on the securitized asset asset >Specific disclosures in case of sukuk >Specific disclosures in case of sukuk >Quarterly reports of issuer >Quarterly reports of issuer >Quarterly reports (reduced) of originator >Quarterly reports (reduced) of originator >Disclosures primarily related to issuer and >Disclosures primarily related to issuer and guarantor performance and the type of security guarantor performance and the type of issued security issued
Fund’s units Public offers Private placements > As per Fund’s regulations; which says Fund units >A company or LLP >Public company or LLP with more than 10 >Manager should be a company registered in sponsor partners Maldives >Manager – licensed person >Manager – profit in last two consecutive >Restrictions on investment policy years; independent audit function >Custodian required >Restrictions on transfer of shares by >Restrictions on transfer of shares by promoters of issuer promoters of issuer CDOI >Public disclosure >As per CDOI >Disclosures as in Fund’s regulations >To specific investor groups >Quarterly reports within 30 days >Quarterly reports within 30 days >Disclosures linked to fund regulation – >Disclosures linked to fund regulation – primarily related to performance of the fund primarily related to performance of the fund
• Continuing disclosures divided into chapters that apply to – • Generally to all types of securities • Specifically for the particular type of securities • General • General obligations to disclosure anything that may have a significant impact on the performance of the securities • Exemptions given, for e.g. trade secrets, illegality, incomplete information etc. • Disposal of assets • Compliance officer • Specific
• Specific • Equity • Financial results – quarterly and annual totals • Within 30 days • Approved and signed by Board • Annual audited results • Within 4 months • AGM • Within 5 months • Records dates have to set and informed for all corporate decisions • Certain documents/information to be put in the website • Statement of use of funds
• Specific • Debt • Applies in case only debts are listed • Requires notification about new issue of debt securities • And any information that may impact the price of debt security • And financial results • Quarterly and annual totals within 30 days • Audited financials and annual report within 4 months • Asset cover, ratings to be maintained • Record dates for corporate actions involving debt
• Specific • Debt • Certain contents for the website • Securitized instruments • Applies to originators and issuers • Units of funds • Applies to fund vehicle and manager
• Land law limitations on mortgages involving land and buildings • Mortgaging third party assets • E.g. of Directors • Mortgaging assets • By Board resolution; by contracts? • Power to sell in case of default or liquidation • Who can enforce? • Is board resolution sufficient for a court to enforce? • Registration of documents in Court? • How to enforce in case of default • Guarantor disclosures • Disclosures about the asset
• Public offers and listed • Transfers through the Exchange transactions • Non exchange • Between family members • If court approved • To charities • Company restructuring • Bulk sales • If more than 5% of the issued shares, by way of public offer • Or privately, if an order placed in the Exchange and didn’t match • Sale to or purchase from a dealing company • Private placed securities – if not listed elsewhere • Off market to any person
• For public offers • Quarterly and annual unaudited financial within 30 days • Signed by CFO, chair of audit committee and one director • Audited financial statements within 4 months • Public disclosure within 5 months (for equity) • Private offers • Quarterly and annual unaudited financial within 30 days • Signed by CFO, chair of audit committee and one director • Audited financial statements within 4 months
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