PART 8 – TRANSACTION FLOW AND DOCUMENTATION

Depending on the nature of the transaction, the securities to be issued, the parties involved, and the regulatory requirements involved in a specific transaction, the typical process for the offer of securities to the public shall be as follows:

a. Appointment of Professional Parties to the Transaction - the deal team is constituted, and it shall consist of issuing house/financial advisers, legal advisers, trustees, custodians, reporting accountants, auditors, registrar, receiving banks and stockbrokers.

b. Kick-off Meeting to discuss transaction structure and deliverables.

c. Legal due diligence by the Solicitors.

d. Drafting of Offer documents.

e.?Review of Offer documents by all parties.

f.?Issuance of Solicitor Opinion on Claims and Litigation / Material Contracts.

g.?Finalizing Offer documents for submission to the SEC.

h.?Approval of the Offer.

i.?Commencement of Book-building/Public Offering Process.

j.?Execution and Stamping of the Offer Documents.

k.?Listing of Security on the relevant Exchange, where applicable.

The documentation involved in the issuance of securities to the public are key to ensuring the success of a transaction. The documents typically provide the details of the offering, protection of investors, security of the issuance, and generally ensure compliance with Regulations. Some of the documents involved in the offer of securities to the public, whether shares, bonds, notes, commercial papers, or units of a fund, are as follows:

a.?Prospectus/programme memorandum - A?prospectus?or programme memorandum is a document that contains information that the public can use to subscribe to or purchase a company’s securities. The information required in a prospectus is as set out in Rule 285 to 292 of the SEC Rules.

b.?Vending agreement – a vending agreement is an agreement that sets out the relationship between the issuer and the issuing house. It sets out the obligations of parties, underwriting arrangements, appointment of the issuing house, the offer of the securities, representations, warranties, and covenants, etc.

c.?Trust Deed – A trust deed sets out the relationship between the Issuer and the Trustee(s), acting on behalf of the unitholders or bondholders. The Trust deed sets out the declaration of trust, appointment of the Trustee or Trustees (where more than one trustee is appointed), constitution/administration of the fund (where the transaction is for the establishment of a fund under a collective investment scheme), obligations of the parties, etc. It may be a programme trust deed, where the securities are issued under a programme, and would typically feature series trust deeds, detailing the arrangement between the issuer and the trustee(s) for each issue under the programme.

d. Custodial agreement – a custodial agreement sets out the relationship between the issuer, the trustee/bondholder(s)/unitholder(s), and the custodian. The agreement details the functions of the custodian under the transaction, custody of assets, sale, purchase, and settlement, among other things.

e. Security documents – the security documents are used in debt issuances to create a security interest over the assets of the issuer as a way to protect the interest of an investor and ensure compliance with the obligations of the issuer. The security documents may be an All-Asset Debenture, Deed of Legal Mortgage, Deed of Account Charge, Deed of Share Charge, Guarantee and Recourse Agreement, etc., or may be a combination of any of them, all of which create a security interest over different asset classes of the issuer, tangible and non-tangible. ??

f. Corporate (board and shareholders) resolutions required from the Company.

g.?Consent letters, declarations and relevant undertakings.

h.?Opinions on material contracts, claims and litigations.

i.?Any other relevant document required by regulatory authority.

The foregoing constitutes the typical transaction flow and documents involved in the public issuance of securities. It is not exhaustive, as the transaction structure, securities issued, and regulations may create further requirements related to the transaction flow and the documents necessary for the success of the transaction. ??