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Comparison of Panama IPO Market to Us Market
of a prospectus authorized by the CNV and no issuer of affiliated shall offer securities without being previously registered and authorized by the CNV.
4.4 Registration Periods
· Period previous to the registration at the CNV
The CNV provides that the issuer of securities, persons affiliated to such issuer and/or it offerers, may neither offer to purchase, nor purchase, nor offer to sale, nor sale the securities while the resolution has not become effective.
· Period or registration at the CNV
When the petition is presented to the CNV for its approval, the following activities will be permitted, even thought they do not constitute a firm obligation to purchase or sell such securities:
Ø The issuer, persons affiliated to it and its subscribers may offer the securities to sales agents.
Ø Likewise, the persons mentioned above may request purchase orders from other persons.
When performing the above mentioned transactions, the trading must be accompanied by a preliminary prospectus, which must comply with all the requirements set forth by the CNV (it must feature in its cover a clear statement indicating that the securities described therein are in the process of being registered and that the information is subject to change).
During that period, information or advertising material may not be distributed, except for those authorized by the CNV.
· Period posterior to registration at the Commission
Whenever the resolution approving the registration of securities in the CNV becomes effective, offers may be made of such securities in any form, as long as they accompanied by a definitive prospectus.
As requirement, every prospectus must be updated by means of a new prospectus or a supplement in the following cases:
a. Immediately if during the offering period a fact such as the following takes place:
a.1. A statement in the prospectus turns out to be false.
a.2. A fact should be divulged in order to make that a statement about an important fact, included in the prospectus, is not deemed misleading or tendentious considering in the circumstances under which it was made.
b. Within the thirty days following the date the issuer files its annual report to the CNV.
The CNV has the power to suspend the use of a prospectus until it is modified in case it finds that it has false information, omits important information which must be divulged, etc.
4.5 Contractual arrangements with the subscriber
Ø The issuer generally holds a subscription contract with the investment banker.
Ø Depending of the type of subscription, the subscriber may incur in the obligation of acquiring the securities offered by the issuer.
Ø The subscription must be made firmly or based in the best efforts.
5. ROLE OF INVESTMENT BANKING IN IPO’S IN PANAMA
· Recommending and advising the enterprise [next page]