Guidance

1. The Regulator may require the appointment of a Sponsor or a compliance adviser as appropriate to the circumstances of an issuance as assessed by the Regulator in its sole discretion. Circumstances which are likely to require the appointment of a Sponsor include an issuance where there is a large retail element. Conversely, a compliance adviser is likely to be required to be appointed where there is a large wholesale element to an issuance.
2. The Regulator may require the appointment of a Sponsor, or third party certification in respect of any matters relating to an Issuer, in appropriate cases. An example of circumstances in which the Regulator may require the appointment of a Sponsor, or third party signoff, would be where an Issuer does not have a proven track record, such as a start-up.
3. Generally, the matters in relation to which the Regulator may require third party sign-off pursuant to Rule 5.1.2(1)(b) include matters relating to the adequacy of working capital and systems and controls in place for financial reporting by the Issuer. Such certification should be provided by a third party acceptable to the Regulator. To be acceptable to the Regulator, the third-party should be independent of the Issuer and have relevant expertise relating to the matters on which certification of compliance is to be provided.
4. In most cases the Person making a Prospectus Offer will be the Issuer of the Securities to which the Prospectus relates. However there may be situations where the Person making a Prospectus Offer, that is the Offeror, is not the Issuer of the Relevant Securities.
5. In any event, the Sponsor must make certain inquiries and assume certain obligations under these Rules. A Sponsor should therefore be a Person familiar with the requirements of the FSMR and Rules and who has the necessary knowledge, experience, qualifications and resources to assist the Person making the Prospectus Offer to comply with the various requirements.