Discuss (c) Best-efforts underwriting

The public offering = the securities' offer to the public (the IPO/FPO-and-the-debt issues) — the Securities Act 2063's approval regime (the exam's steps): (1) the issuer's eligibility (the track record, the financials' health — the prescribed tests), (2) the issue's preparation (the prospectus's drafting, the merchant banker's engagement — the issue manager's compulsory face, the underwriting arrangement, the credit rating where prescribed (the debt-and-the prescribed issues' gate — 8.2), the valuation faces), (3) SEBON's approval (the prospectus's-and- structure's vetting), (4) the listing application (NEPSE's gate), (5) the offering mechanics (the C-ASBA era's applications-and-allotment — the bank-account blocking system; the oversubscription's lottery/proportionate faces; the refunds), and (6) the post-issue compliance (the listing's consummation, the disclosure calendar's start — Unit 4's continuous regime).