Prospectus_Flashcards (1)

1
Q

What is the definition of a prospectus?

A

A document issued as a prospectus including any notice, circular, advertisement, or invitation offering securities to the public.

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2
Q

What is the purpose of a prospectus?

A
  1. Provides information to the public.
  2. Helps investors decide whether to invest in the company.
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3
Q

When can a prospectus be issued?

A

Any time after incorporation but before the expiry of the prospectus.

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4
Q

What is a shelf prospectus?

A

A single offering document allowing multiple offerings within a prescribed time and conditions.

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5
Q

What is a supplement to a shelf prospectus?

A

Issued when there are changes in disclosures or information in the shelf prospectus.

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6
Q

Who can approve a prospectus?

A
  1. Approved by the Commission.
  2. Cleared by the stock exchange where securities are listed.
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7
Q

What are exceptions to the approval requirement for a prospectus?

A
  1. Securities by the State Bank of Pakistan.
  2. Private offerings or placements.
  3. Shares issued as specie dividends.
  4. Securities for members or employees.
  5. Bonus shares.
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8
Q

What is the validity of an approved prospectus?

A
  1. Valid for 60 days from approval.
  2. Shelf prospectus may have extended validity.
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9
Q

What are the filing requirements for a prospectus?

A
  1. File a copy with the Registrar on or before publication.
  2. Signed by all directors or proposed directors.
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10
Q

What content must a prospectus include?

A

Must include prescribed information and reports as per Public Offering Regulations, 2017.

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11
Q

What is the purpose of listing risk factors in a prospectus?

A
  1. Highlights potential risks.
  2. Ensures investors are aware before making decisions.
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12
Q

What are the publication requirements for a prospectus in newspapers?

A
  1. Publish in full or abridged form.
  2. In one Urdu and one English newspaper.
  3. Between 7-30 days before public subscription.
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13
Q

Where must copies of the prospectus be made available?

A
  1. Registered office of the issuer.
  2. Securities exchanges.
  3. Bankers to the issue.
  4. Share registrar, balloter, and credit rating agency.
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14
Q

What are the requirements for uploading a prospectus on a website?

A
  1. Upload full text and subscription form on the website.
  2. Available from publication to closing of subscription.
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15
Q

What are the restrictions on advertisements announcing public offers?

A
  1. Prospectus must be published.
  2. Advertisement must provide an address to obtain the prospectus.
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16
Q

Can the terms of a prospectus be varied after publication?

A

Terms cannot be varied without Commission approval.

17
Q

Who is considered an expert in a prospectus?

A

Includes banker, securities advisor, engineer, valuer, accountant, lawyer, or other professionals.

18
Q

What are the conditions for including an expert’s statement in a prospectus?

A
  1. Expert must be independent.
  2. Must give written consent to include their statement.
19
Q

What are the offences related to misstatements in a prospectus?

A
  1. Misleading, incorrect, or untrue statements.
  2. Omission of required information.
20
Q

What is the compensation process for a false or misleading prospectus?

A
  1. File suit for losses due to reliance on the prospectus.
  2. Sue issuer, directors, or signatories.
21
Q

What is the minimum subscription in a prospectus?

A

Amount specified in the company’s memorandum or entire share capital if not specified.

22
Q

Which companies must obtain a certificate of commencement of business?

A
  1. Public companies with share capital.
  2. Private companies converted to public within one year.
23
Q

What conditions must be fulfilled to obtain a certificate of commencement of business?

A
  1. Shares allotted for minimum subscription.
  2. Directors pay full amount for their shares.
  3. No repayment liability to applicants.
  4. Verified declaration filed with the Registrar.
24
Q

What is the status of contracts made before obtaining the certificate of commencement of business?

A
  1. Provisional and non-binding before the certificate is obtained.
  2. Becomes binding once the certificate is issued.