SR-GUID-19/08-0001
CONSULTATION PAPER
AMENDMENTS TO THE GUIDELINES FOR EXEMPT DISTRIBUTIONS The Financial Services Commission 39-43 Barbados Avenue Kingston 5, Jamaica W.I. Telephone: (876) 906-3010 September 2019

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Table of Contents
Summary of Changes ……………………………………………………………………..2
Part 1 Introduction………………………………………………………………………………….3
Part 11 Definitions and Interpretation……………………………………………………………..3
Part 111 Exempt Distributions……………………………………………………………………....6
Part IV Exempt Distribution Requirements………………………………………………………8
Part V Reports………………………………………………………………………………………9
Part VI Marketing Restrictions and Requirements……………………………………………..10
Part V11 Resale Restrictions……………………………………………………………………..…13
Part V111 Maintenance of Basic Records…………………………………………………………..14
Part IX Registration of Overseas Companies in Jamaica……………………………………..14
Part X Coming into Force…………………………………………………………………………14
Form XD F-1 Notice of Exempt Distribution
Form XD F-2 Exempt Distribution Report
Form XD F-3 Outstanding Exempt Distribution Offerings

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FINANCIAL SERVICES COMMISSION
AMENDMENTS TO THE GUIDELINES FOR EXEMPT DISTRIBUTIONS (REVISED AUGUST 2019) SUMMARY OF CHANGES
i. The Guidelines for Exempt Distributions (“Guidelines”) were released in 2008 and aimed to provide
a framework for persons who intend to issue securities in Jamaica by way of an exempt distribution. Considering the significant growth in persons utilizing this method of funding within the capital markets, the FSC has identified the need for further clarity while enhancing the current framework and has undertaken a review of the Guidelines. This review is intended to provide clarity and additional guidance to areas such as: timing for credit rating reports, pre-notification and due diligence requirements, timelines for filing of reports, pre-registration communications and maintenance of basic records. The Pre-notification Form (XD F-1) has been amended and the Outstanding Exempt Distributions Form (XD – F3) has been brought under the Guidelines.
ii. The following sections are the subject of amendments:
 Section 3.1 - Accredited Investor
 Section 3.3 - Highly-rated Debt Securities
 Section 3.4 - Private Issuer
 Section 4.1 - Pre-notification Requirement
 Section 4.2 - Due Diligence Requirement
 Section 4.3 - List of Invitees
 Section 5.1 - Exempt Distribution Report
 Section 5.2 - Outstanding Exempt Distribution Filing Requirement  Section 6.2 - Pre-registration communications  Section 6.3 - Distribution of Material Following Notice of Exempt Distribution  Section 6.5 - Issuer Reporting Requirements  Section 7.1 - Resale Restrictions  Section 8.1 - Maintenance of Basic Records  Section 9.1 - Registration of overseas companies in Jamaica Amendments were also made on the XD F-1 and XD F-2 while the XD F-3 report has been incorporated in these Guidelines.

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FINANCIAL SERVICES COMMISSION
GUIDELINES FOR EXEMPT DISTRIBUTIONS (GUIDELINES SR-GUID-19/08-0001 )
PART I INTRODUCTION
1.1 These securities industry Guidelines are for the attention of persons who intend to issue
securities in Jamaica by way of an exempt distribution. It is meant to convey the requirements that are to be complied with in order for a distribution of securities to be exempt from registration of its prospectus or offering document with the Financial Services Commission (“FSC”). These guidelines do not apply to securities issued by the Government of Jamaica, or issuers operating under the ambit of the Securities (Collective Investment Schemes) Regulations. In order to comply with the Securities Act issuers who intend to offer their securities in Jamaica are required to register with the FSC in respect of those securities. As part of the registration process the FSC requires issuers to file a registration statement (or an information memorandum in the case of commercial paper) with details about itself to the FSC. The filing of the Form XD F-1 Notice of Exempt Distribution and the subsequent registration of the exempt distribution is deemed to satisfy the registration requirements of section 26 of the Securities Act.
1.2 Sections of amendment and or additions are as follows: 3.1, 3.3, 3.4, 4.1, 4.3, 5.1, 5.2, 6.2,
6.3, 6.5, 8.1, 9.1 and 7.1. There were also amendments done to the XD F-1, XD F-2 and the Outstanding Report has been incorporated within these guidelines.
PART II DEFINITIONS AND INTERPRETATION
2.1 Short Title
These Guidelines may be referred to as Guidelines SR-GUID-19/08-0001 (XD Guidelines).
2.2 Definitions
(1) Words and expressions defined in the Securities Act or the Companies Act, 2004, unless otherwise defined in these Guidelines, have the same meanings when used in these Guidelines. (2) In these Guidelines “accredited investor” means any person who the issuer and if applicable the licensed dealer or the selling security holder (as the case may be) involved in the distribution reasonably believes after diligent inquiry, comes within any of the following categories at the time of the distribution of the securities to that person - (a) any governmental authority or public statutory corporation constituted under any written law in Jamaica, or company a majority of the voting shares of which are owned by the Government of Jamaica;

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(b) a bank as defined in the Banking Services Act, 2014, an insurance company registered under The Insurance Act, 2001, a company licensed under the Financial Institutions Act or a building society registered under the Building Societies Act; (c) an approved retirement scheme, approved superannuation fund or specified pension fund, as defined in The Pensions (Superannuation Funds and Retirement Schemes) Act, 2004; (d) any officer or general partner of the issuer, or any officer of a general partner of the issuer; (e) any unit trust, mutual fund, non-redeemable investment fund or other collective investment scheme that is registered with the Commission; (f) a trust company or licensed dealer purchasing as principal or on behalf of a fully-managed account where the account holder is an accredited investor; (g) any individual whose net worth exceeds 50 million dollars, or a corporation over 90% of the voting shares of which are owned by such an individual or a trust of which such an individual is the sole primary beneficiary; (h) any individual who had income before taxes in excess of 10 million dollars in each of the two most recent calendar years, or a corporation over 90% of the voting shares of which are owned by such an individual or a trust of which such an individual is the sole primary beneficiary; (i) any entity that had net assets in excess of 250 million dollars as reflected in its audited financial statements for its most recently completed fiscal year or alternatively, if its most recently completed fiscal year ended less than 90 days prior to the relevant date, as reflected in its audited financial statements for its second most recently completed fiscal year; (j) an entity in respect of which all of the owners of interests, direct or indirect or beneficial, are accredited investors; (k) any entity incorporated or constituted outside of Jamaica that is analogous to the entities listed in paragraphs (a) to (f) or that qualifies as an accredited investor or has a similar status however defined, under the securities legislation of its governing jurisdiction; (l) any individual residing outside of Jamaica who qualifies as an accredited investor (however defined) or has a similar status, under the securities legislation of the individual’s country of residence, or who meets the criteria specified in paragraph (g) or (h) and is otherwise lawfully entitled to purchase the securities under the securities laws applicable to such purchase;

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(m) any individual or entity recognized as an accredited investor by the Commission; (n) “Commission” means the Financial Services Commission “distribution” means any dealing with a security, including:
(a) a sale or disposition for valuable consideration; (b) the receipt by a dealer, issuer, selling security holder or promoter of an order to buy or sell the security; (c) any act, advertisement, solicitation, conduct or negotiation directly or indirectly in furtherance of any of the foregoing; and (d) any of the actions described above made with respect to (i) securities of an issuer that have not been previously issued; (ii) previously issued securities of an issuer that have been redeemed or purchased by the issuer; or (iii) previously issued securities of an issuer; “entity” includes a corporation, partnership, trust, or other business organization, whether incorporated or unincorporated; “fully-managed account” means an account of a client for which a trust company or licensed dealer makes the investment decisions if the trust company or licensed dealer has full discretion to trade in securities for the account without requiring the client’s express consent to a transaction; “person” includes an entity as defined above; “printed” or “written” includes material distributed by electronic means; “private issuer” means an issuer (a) that is not a reporting issuer; (b) whose securities, other than non-voting debt securities, (i) are subject to restrictions on transfer that are contained in the issuer’s articles of incorporation or other constitutional instruments or a security holders’ agreement; and (ii) are beneficially owned by not more than 50 persons, not including employees and former employees of the issuer;

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“recognized rating agency” means a credit rating organization recognized by the Commission as such for the purposes of these guidelines; “securities legislation” means the Financial Services Commission Act, 2001, the Securities Act and all applicable regulations, rules or guidelines made pursuant to either such Act, the rules of the Jamaica Stock Exchange and sections 40 to 47 and the Third Schedule to the Companies Act, 2004, and includes analogous legislation of any other jurisdiction.
PART III EXEMPT DISTRIBUTIONS
3.1 Accredited Investor
(1) A prospectus does not have to be registered with the Commission for distribution of a security to an accredited investor purchasing as principal. (2) The registration requirement under section 26 (1) of the Securities Act in respect of a trade in a security in the circumstances referred to in paragraph 3.1 (1) shall be satisfied by compliance with Part III of these guidelines. (3) For the purposes of paragraph 3.1 (1) a trust company or licensed dealer described in paragraph (f) of the definition of “accredited investor” is deemed to be purchasing as principal.
3.2 Minimum Purchase Amount
(1) A prospectus does not have to be registered with the Commission for distribution of a security to a person purchasing as principal if (a) the security has an acquisition cost to the purchaser of not less than ten million dollars paid in cash at the time of the purchase; and (b) the trade is in a security of a single issuer; (2) The registration requirement under section 26 (1) of the Securities Act in respect of a trade in a security in the circumstances referred to in paragraph 3.2 (1) shall be satisfied by compliance with Part III of these guidelines. (3) This section does not apply to a trade in a security to a person that is created or used primarily to purchase or hold securities in reliance on this exemption from the prospectus requirement.
3.3 Highly-rated Debt Securities
(1) A prospectus does not have to be registered with the Commission for the distribution of a security to a person purchasing as principal if

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(a) the security or issuer has been assigned a rating of BBB+ (or equivalent) by a recognized rating agency, subject to the credit rating report not being issued more than twelve months prior to the distribution date of the security; (b) the issuer has existing debt or equity securities registered with the Commission or equity securities of the issuer are listed for trading on a recognized stock exchange; (c) the issuer is not in default of any requirements of securities legislation; and (d) the purchaser is provided access to substantially the same information concerning the issuer and its securities as would be required to be provided in a prospectus. (2) The registration requirement under section 26 (1) of the Securities Act in respect of a trade in a security in the circumstances referred to in paragraph 3.3 (1) shall be satisfied by compliance with Part III of these guidelines
3.4 Private Issuer
(1) A prospectus does not have to be registered with the Commission for the distribution of a security of a private issuer to a person who purchases the security as principal and is (a) an officer of the issuer; (b) an individual who is personally involved in the business of the issuer and is an officer or partner of a major supplier, service provider, consultant, customer or client of the issuer; or (c) a person associated with the issuer. (2) The registration requirement under section 26 (1) of the Securities Act does not apply to a trade in a security in the circumstances referred to in paragraph 3.4 (1). (3) No commission or finder’s fee may be paid to any director, officer, founder or control person of an issuer in connection with a trade under paragraph 3.4 (1). (4) Only equity securities can be the subject of a trade under paragraph 3.4.(1). (5) No more than 20 persons, including corporate bodies, may participate in a distribution under paragraph 3.4.(1)

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3.5 Obligation to Comply with the Companies Act
Where an issuer is distributing securities under an exemption in 3.1, 3.2, 3.3 or 3.4, that issuer must comply with all relevant provisions in the Companies Act where the issuer has been registered pursuant to that Act.
PART IV EXEMPT DISTRIBUTION REQUIREMENTS
4.1 Pre-notification Requirement
(1) No person shall trade or participate in the distribution of a security pursuant to an exemption under 3.1, 3.2, 3.3 or 3.4, unless the issuer or selling security holder has delivered to the Commission a duly completed Form XD F-1 Notice of Exempt Distribution and attendant indicative term sheet in respect of the proposed trade or distribution not less than 15 days before the proposed trade or distribution. (2) Prior or subsequent to an offering being registered with the Commission, it is incumbent on the issuer/securities dealer to notify the Commission by way of formal notice if or when there are any material changes to the information provided on the XD F-1 Notice of Exempt distribution Form, including instances where the proposed opening date and or closing date of an offering are postponed. This notice is to be provided at least 5 days prior to the new proposed trade or distribution date. (3) Prior or subsequent to an offering being registered with the Commission, it is incumbent on the issuer or securities dealer to notify the Commission by way of formal notice of its intention to upsize within fifty percent (50%) of the registered or proposed amount. Any intention to upsize above fifty percent (50%) of the registered or proposed amount the issuer shall be required to submit a new XD F￾1. (4) Paragraph 3.1 does not apply to an isolated trade of a security by a holder who acquired the security under an exemption in 3.1, 3.2, 3.3 or 3.4 and is trading such security for his own account.
4.2 Due Diligence Requirement
(1) An issuer, selling security holder or licensed dealer shall not trade in a security on the basis of the exemption provided for in 3.1 unless that person has reasonable grounds for believing, after due inquiry undertaken before completion of the trade, that the prospective purchaser meets the relevant criteria of the definition of accredited investor that is being relied upon in respect of the trade. (2) The FSC will refrain from registering any security offered under the Accredited Investor exemption criterion, unless: (a) the dealers that will arrange and/or distribute the securities have submitted policies and procedures, approved by their respective company boards with regards to an accredited investor due diligence

SR-GUID-19/08-0001 process; and (b) the FSC has reviewed and has no objection to these board approved policies and procedures. (3) The required accredited investor due diligence procedures should include at a minimum, that:
a. each Investor is required to sign a declaration form, stating the category of the accredited investor criterion he or she will be relying on at the time of the distribution of securities; b. issuers/securities dealers are required to seek documentary proof in the form of pay slips; employment letters; or any other form of income verification (in the event that the individual investor is relying on “income” to qualify as an accredited investor;
c. individual investors are required to complete a personal questionnaire
form, outlining their assets and liabilities (where the individual investor is relying on his/her net worth to qualify as an accredited investor; d. audited financial statements, for the most recently completed fiscal year, are to be provided in the case of corporate clients. (4) Dealers are expected to develop policies and procedures which can be reasonably expected to satisfy the requirements of paragraph 4.2 of the guidelines, bearing in mind their existing Anti-Money Laundering/Counter-Financing of Terrorism (“AML/CFT”) policies and procedures.
4.3 List of Invitees
Every licensed dealer participating on behalf of the vendor in the distribution of a security pursuant to an exemption under 3.1, 3.2, 3.3 or 3.4, and if there is no dealer, the vendor, shall maintain a record of the names and addresses of all persons to whom the offering memorandum or other material has been forwarded.
PART V REPORTS
5.1 Exempt Distribution Report
The issuer or selling security holder shall deliver to the FSC a duly completed Form XD F-2 Exempt Distribution Report and a copy of the relevant finalised term sheet in respect of each trade in a security in reliance on an exemption under 3.1, 3.2, 3.3 or 3.4 no later than 15 days after the trade or distribution date. This timeframe shall also be applicable to subsequent or secondary trades of that security.

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5.2 Outstanding Exempt Distribution Filing Requirement
In order to ascertain the level of outstanding debt within the securities market on an ongoing basis, securities dealers that arrange/issue exempt distribution offerings are required to submit the following information by the 15th of each month on the Form XD F-3:
a. details of each security issued and outstanding including but not limited to, date and amount registered with the FSC; date and amount issued, the rate of interest, and whether the instrument is secured or unsecured; b. the value of amounts paid down on each security;
c. the value of each outstanding security;
d. maturity date of all outstanding issues.
PART VI MARKETING RESTRICTIONS AND REQUIREMENTS
6.1 General Restriction
An issuer or selling security holder (“vendor”) or other person participating in a distribution on behalf of the vendor, shall not distribute any printed or written material or electronically provide or make available any material respecting a security that is not permitted by 6.2 or 6.3.
6.2 Pre-registration Communications
(1) prior to delivery of a Form XD F-1 Notice of Exempt Distribution to the FSC in respect of a security, an issuer shall not engage in or procure, either directly or through a market intermediary or otherwise, any act, advertisement, solicitation, negotiation with potential investors or other conduct in furtherance of any dealing in relation to those securities. (2) Notwithstanding the provisions of Paragraph 6.2(1), an issuer/securities dealer may engage in a general market read or if that issuer/securities dealer has pre￾existing information regarding a potential investor’s sophistication and financial circumstances. This general market read must not include the disclosure of specific information in relation to the distribution, neither should there be a duty or obligation established by any party during this period.
6.3 Distribution of Material Following Notice of Exempt Distribution
(1) From the date of delivery to the Commission of a Form XD F-1 Notice of Exempt Distribution and the relevant indicative term sheet in respect of a proposed trade or distribution pursuant to an exemption provided for in 3.1, 3.2 or 3.3, a person trading in the security in a distribution may:

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(a) distribute an information/offering memorandum, any document referred to in the offering memorandum, a circular, a term-sheet or other document describing the security proposed to be distributed and providing such other information as may be permitted or required by any guideline of the Commission; and (b) solicit expressions of interest from any prospective purchaser that the person reasonably believes to be qualified to purchase that security if, at least three days before completion of a trade to the prospective purchaser, a copy of the information/offering memorandum or other document describing the security as permitted by paragraph (a) is delivered to the prospective purchaser:
(2) An information/offering memorandum as described in paragraph 6.3 (1) shall include at a minimum:
(a) a summary of offering terms – detailing the offer itself; the overall capitalization of the company, both before and after the injection of new capital. It should include the number/amount of securities being sold, the collateral (where applicable), coupon, price, total expected proceeds, list of documentation and agreements, explanation as to the rights of investors with respect to voting, as well as their rights if the company were to be liquidated; (b) a description of the business – this should include a detailed explanation of what the company does and how it earns its revenues. It should also include biographical information about each owner, director, and member of the management team; (c) information on the use of the proceeds – details on the purpose of the funds raised and how such funds will be allocated. This section should include disclosures on the fees associated with the transaction; (d) financial information – including detailed information on the company’s revenues, expenses, profits, and liabilities, as well as past financial data and projections. Where applicable, past financial data should include audited financials for the last three (3) years of operation, and the last audited financial information should be available to investors; (e) information on investor suitability – the type of investor eligible to participate based on the exemption criterion being relied on and/or jurisdiction; (f) the risks – details on anything that might negatively impact the return on the security or the company and how these risks will be mitigated. These may include, among others, competition, existing debt, market risks, foreign exchange risk, workforce issues, and any pending litigation;

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(g) subscription procedures – describing how the qualifying investor can take advantage of, or apply to participate in the offering; (h) information on advisors/agents/trustees – including attorney, securities dealer, underwriter, sponsor, auditor, trustee, collateral agent, paying agent, and registrar. (3) The Commission may request a copy of an issuer’s information/offering memorandum from time to time.
6.4 Post-distribution Communications
(1) Following completion of an exempt distribution of securities pursuant to Part II, an issuer shall not engage in or procure, either directly or through a market intermediary or otherwise, any act, advertisement, solicitation, negotiation or other conduct in furtherance of any dealings in relation to those securities or of any similar securities of the issuer, whether issued or to be issued. (2) Despite paragraph 6.4 (1) but subject to paragraph 6.4 (3), following completion of an exempt distribution, an issuer may issue a press release and may place a tombstone-type advertisement in print media regarding the details and completion of the distribution. (3) A tombstone-type advertisement as permitted by paragraph 6.4 (2) (a) shall be limited to factual content only, (b) shall state on its face that it is made as a matter of record only and is not an offer to procure or deal in any securities; (c) shall not invite any person to contact the issuer or any other person in order to obtain more information concerning any securities; and (d) may not be placed more than once in any single media publication and may not be placed in a newspaper more than 30 days after the completion of the distribution.
6.5 Issuer Reporting Requirements
Following an exempt distribution, Issuers are expected to ensure that investors and/or trustees for the benefit of investors receive certain on-going information/disclosures within the agreed time lines as per the terms of the offer document and agreements. These include:
a. quarterly unaudited and annual audited consolidated financial information;

SR-GUID-19/08-0001 b. timely notice of any material change in the affairs of the issuer, including the possibility of a default or a material adverse change in the affairs of the issuer that may potentially lead to a default;
c. expeditiously providing such other relevant business or financial information that
investors may need or request from time to time.
Issuers/securities dealers are also expected to ensure that Exempt Distribution Reports (Form XD F-2 and Form XD F-3) are promptly submitted to the FSC whenever a secondary trade in an instrument has occurred.
PART VII RESALE RESTRICTIONS
7.1 Resale Restrictions
(1) The holder of a security purchased pursuant to an exemption provided for in 3.1, 3.2, 3.3 or 3.4 may not trade the security except to another person qualified to purchase these securities or pursuant to an exemption provided for in these Guidelines, unless and until the following conditions are met:
(a) the issuer has become a reporting issuer;
(b) the Commission has registered a prospectus qualifying a secondary distribution of the securities acquired in the exempt distribution and:
(i) the issuer does not make any public offering of securities of the same or an equivalent class (or securities into which the securities acquired in the exempt distribution are convertible), until at least six months has elapsed since the completion of the secondary offering; or (ii) the issuer has completed a public offering of securities of the same or an equivalent class (or securities into which the securities acquired in the exempt distribution are convertible), and at least six months has elapsed since the completion of that public offering; (b) no unusual effort is made to prepare the market or to create a demand for the security that is the subject of the trade; (c) No extraordinary commission is paid to any person in respect of the trade; and (d) If the selling security holder is an insider or officer of the issuer, the selling security holder has no reason to believe that the issuer is in default of securities legislation in any jurisdiction. (2) An issuer shall not undertake a public offering of its securities qualified by prospectus until at least six months has elapsed since the completion of any

SR-GUID-19/08-0001 exempt distribution by the issuer of securities of the same or an equivalent class or of securities convertible into the securities to be offered. (3) Sub-paragraph (a) of paragraph 7.1 (1) does not apply to trade in a non-voting debt security that is not convertible into a share or other equity security.
PART VIII MAINTENANCE OF BASIC RECORDS
8.1 Subsequent to the completion of an exempt distribution of securities pursuant to Part II of
these Guidelines an issuer/securities dealer shall maintain, among other things, the following issuer/participant related documentation; a. Constitutive documents of the Issuer, comprising the Issuer’s Certificate of Incorporation, Memorandum of Association; and Articles of incorporation; b. Details of the securities to be issued, including size, pricing, tenor, interest payments etc;
c. Issuer business plan, describing the business of the issuer’s key markets, products,
competitors, suppliers, customers, and prospects for the future; d. Details of the shareholders and ownership structure of the Issuer; e. Letter of good standing for the Issuer; f. Most recent audited financial statements; g. Valid Tax Compliance Certificate for the Issuer; h. Certified Board Resolution of the Issuer establishing borrowing and signing powers; and
i. Bond Purchase Agreements; Trust Deeds; and Trade Confirmation documentation
PART IX REGISTRATION OF OVERSEAS COMPANIES IN JAMAICA
9.1 A company as defined by the Securities Act is “a company incorporated or registered
pursuant to the Companies Act”. These Guidelines will not apply to companies registered overseas unless they can provide evidence of registration under the Companies Act.
PART X COMING INTO FORCE
10.1 Effective Date
The effective date of these amended guidelines is to be determined.

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10.2 Due Date for Comments
The FSC invites comments on all aspects of the proposal presented in this paper. Comments should be submitted in hard copy or via email, on or before Friday, October 4, 2019, addressed to Ms Karene Blair, Senior Director, Securities at the following address:
securities@fscjamaica.org
Financial Services Commission
39-43 Barbados Avenue
Kingston 5

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Form XD F-1
NOTICE OF EXEMPT DISTRIBUTION
This is the form required under 4.1 of XD Guidelines.
INSTRUCTION: Provide full and complete particulars with respect to each item below. If any item does not apply to the proposed trade or distribution, provide a brief explanation as to why the item does not apply. Information about the issuer Item 1: The full name of the issuer of the securities to be distributed, the address of its registered office and the issuer’s jurisdiction of incorporation. Item 2: The address and telephone number of the principal business office of the issuer. If the issuer is a foreign person, the name and address of its agent in Jamaica. Item 3: The names and residential addresses of the directors of the issuer.

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Item 4: The general nature of the business activity actually carried on or to be carried on by the issuer. Item 5: A table showing the capitalization (debt and shares)of the issuer, together with a description of the amount and classes of outstanding securities of the issuer. Item 6: The names, addresses, and percentage ownership of all persons beneficially owning 10% or more in aggregate of the outstanding stock of the issuer. Information about the proposed distribution Item 7: Names and addresses of proposed underwriters of the issue or any licensed dealers expected to participate in the distribution.

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Item 8: The amount and type of securities to be offered, including the proposed interest rate; tenure; maturity date; description of the underlying security (where applicable), whether the instrument is secured or unsecured and the specific exemption or exemptions under Regulation XD that are applicable to the distribution. Item 9: The names, addresses and holdings of any beneficial owners of securities who will be selling securities as part of the offering (selling security holders). Item 10: The estimated net proceeds to be derived by the issuer and selling security holders from the securities being offered. Item 11: Details of distribution arrangements, including whether underwriters or agents of the issuer will participate in the distribution and (if known) whether the distribution will be by way of a firm underwriting or on a best efforts or agency basis, and whether a third party registrar, trustee and or paying agent will be utilized.

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Item 12: The approximate price (or price range) at which it is proposed that the security shall be offered. Item 13: The approximate date on which the proposed offer of the security will be made and the expected time-frame to complete the distribution. Item 14: The purposes for which the proceeds of the distribution will be applied, including specific details regarding the repayment or refinancing of existing debt, purchase of or payment for property, redemption or resale of existing securities etc.

Item 15: The names of any promoters1 of the issuer and details of any promoter’s relationship with the issuer.

The term “promoter” means
(1) a person who, acting alone or in conjunction with one or more other persons, directly or indirectly takes the initiative in founding, organizing or substantially reorganizing the business of an issuer, or (2) a person who, in connection with the founding, organizing or substantial reorganizing of the business of an issuer, directly or indirectly receives in consideration of services or property, 10 per cent or more of any class of securities of the issuer or 10 per cent or more of the proceeds from the sale of any class of securities of a particular issue, but a person who receives such securities or proceeds either solely as underwriting commissions or solely in consideration of property shall not be deemed a promoter if he does not otherwise take part in founding, organizing or substantially reorganizing the business.

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Item 16: Information as to each other jurisdiction in which the offering is proposed to be made and whether such offering will be an exempt offering or will be made through a prospectus in such jurisdiction Item 17: Particulars as to any proposed eventual public offering in Jamaica of the securities to be issued Certifications I have reviewed this Form XD F-1Notice of Exempt Distribution (“Notice”) of [name of issuer]. Based on my personal knowledge of the information provided in this Notice, after due inquiry, I certify that this Notice is true and correct in all respects. I understand that this Notice will be relied upon by the Financial Services Commission in considering the applicability and compliance with Regulation XD under the Securities Act. ____________________________________ (signature of director) ____________________________________ (signature of director) Name and address: Name and address:
Date: _____________________________.
IT IS AN OFFENCE UNDER THE SECURITIES ACT TO MAKE A MISREPRESENTATION IN THIS REPORT

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Form XD F-2
EXEMPT DISTRIBUTION REPORT
This is the form required under part 4.3 of the Guidelines.
Issuer Information
Item 1: State the full name of the issuer of the security distributed and the address and telephone number of its head office. Item 2: State whether or not the issuer is a reporting issuer. Details of Distribution Item 3: Complete the following table with respect to each purchaser. This will help you in completing the remainder of this report. Full name, address and telephone number of each purchaser Number and type of securities purchased Total purchase price ($JA) Exemption relied on Date of distribution

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Item 4: Complete the following table for each jurisdiction (Jamaica and foreign jurisdictions) where purchasers of the securities reside. Do not include in this table securities issued as payment for commissions or finders fees disclosed under item 7 below. Jurisdiction where purchasers reside Number of purchasers Price per security (Jamaican $) 1 Total value raised from purchasers in the jurisdiction (Jamaican $) Jamaica Other jurisdiction 2

Total number of purchasers
Total dollar value of distribution in all jurisdictions (Jamaican $)

Note 1. If securities are issued at different prices list the highest and lowest price the securities were sold for. Note 2. Add rows as necessary. List each jurisdiction on a separate row. Commissions and finders’ fees Item 5: Complete the following table by providing information for each person who has received or will receive compensation in connection with the distribution(s). Compensation includes commissions, discounts or other fees or payments of a similar nature. Do not include payments incidental to the distribution such as legal, accounting, printing, advertising or similar services. Full name and address of person being compensated Compensation paid or to be paid (cash or securities) Cash ($JA) Securities Total JA $ value of compensation No. and type Price per security Exemption and date of distribution

Certificate
On behalf of the issuer, I certify, after diligent inquiry, that all information contained in this report is true. Date: ______________________________________________ ______________________________________________ Name of issuer ______________________________________________ Print name, title and telephone number of person signing ______________________________________________ Signature

SR-GUID-19/08-0001
F2 - 3
Item 6: State the name, title and telephone number of the person who may be contacted with respect to any questions regarding the contents of this report, if different from the person signing the certificate. IT IS AN OFFENCE UNDER THE SECURITIES ACT TO MAKE A MISREPRESENTATION IN THIS REPORT

SR-GUID-19/08-0001
F3 - 1
Form XD F-3
OUTSTANDING EXEMPT DISTRIBUTIONS OFFERINGS
This is the form required under part 5.2 of the Guidelines.
Name and Address of Broker:
Date of Report:

Name of
Issuer
Description of
Securities
Outstanding
Reg.
Date
Issu ed
Date
Value of
Amt.
Registered
Value of
Amt.
Issued
Value of
Amt. Paid
Down
Value of
Amt.
Outstanding
Rate of
Interest
Maturity
Date of
Outstandin g Issues
J$ US$ J$ US$ J$ US$ J$ US$
…
Notes:
(i) Report should be completed in Microsoft Excel format (ii) State full description of instrument in Column "C" (iii) Registration date should be the date on the FSC's NOL (iv) Dollar amounts should be stated in actual value. Certificate On behalf of the issuer, I certify, after diligent inquiry, that all information contained in this report is true. Date: ______________________________________________ Name of issuer:______________________________________________ Print name, title and telephone number of person signing: __________________________________ ___________________________________________________________ Signature:______________________________________ IT IS AN OFFENCE UNDER THE SECURITIES ACT TO MAKE A MISREPRESENTATION IN THIS REPORT