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15. Prospectus



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(1) No offer of Securities in the DIFC, other than an Exempt Offer, may take place under this Part unless:
(a) a Prospectus has been filed with the DFSA and published; and
(b) the offeror or issuer has appointed a sponsor or underwriter or both, if so required by the DFSA.
(2) A Prospectus shall comply with the Offered Securities Rules and contain all information investors would reasonably require for the purpose of making an informed assessment of:
(a) the assets and liabilities, financial position, profits and losses, and prospects of the offeror or issuer or both; and
(b) the nature of the Securities and the rights attached to those Securities.
(3) The DFSA may make Offered Securities Rules allowing offer documents produced in accordance with the legislation applicable in another jurisdiction to be taken to comply with the requirements of Article 15(2).
(4) The offeror or person responsible for the content of the Prospectus shall include all information it would be reasonable for him to have knowledge of, or acquire through reasonable enquiries.
(5) If at any time after the preparation of a Prospectus which has been filed and registered with the DFSA, there is a significant change affecting any matter contained in the Prospectus or a significant new matter arises, before the final close of the offer, the offeror or the person responsible for the Prospectus shall in accordance with the Offered Securities Rules file and register a Supplementary Prospectus which:
(a) provides details of the change or new matter;
(b) complies with the requirements of Articles 15(2); and
(c) complies with any information required by the Offered Securities Rules or the DFSA.
(6) The DFSA may on the written application of the offeror or the person responsible for the content of the Prospectus or Supplementary Prospectus allow material to be incorporated by reference if such material has been recently sent to holders of the relevant Security or is generally available in the market.
(7) Where the Offered Securities Rules require an offeror to publish the relevant information, the Offered Securities Rules may permit the DFSA to publish the relevant information in the event that the offeror fails to do so.
(8) No advertisement or publicity may be issued in respect of a Prospectus or Supplementary Prospectus or the Securities offered in the Prospectus or Supplementary Prospectus, unless the information contained in the advertisement complies with the Offered Securities Rules.