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Dubai Financial Services Authority (DFSA): Contents

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Jul 5 2012 onwards

MKT 1.2 Guidance



Whole Section PDF

The definitive version of DFSA handbook text is the PDF version as that is the text of the instrument as made and published by the DFSA.

To view past versions of this module in PDF format, please visit the Archive.

Offers of securities — chapter 2

1. Chapter 2 contains:
a. the requirements applicable to a PersonG who:
i. makes an Offer of Securities to the PublicG (other than in respect of UnitsG , which are covered by the ProspectusG and other requirements in the Collective Investment Law 2010 and the CIR Rules); and
ii. applies to have SecuritiesG admitted to trading on an Authorised Market InstitutionG (other than the admission to trading of Units, which is governed by the requirements in chapter 6);
b. the types of Exempt OffersG (i.e. SecuritiesG which can be offered to the public without a ProspectusG ), Exempt SecuritiesG (i.e. SecuritiesG which can be admitted to trading on an Authorised Market InstitutionG without a ProspectusG ) and Exempt CommunicationsG (i.e. communications relating to SecuritiesG which are not treated as a ProspectusG );
c. the requirements and procedures relating to the approval of a ProspectusG by the DFSAG ;
d. the requirements and procedures relating to the structure and content of a ProspectusG including:
i. when material may be incorporated into a ProspectusG by reference; and
ii. liability for the content of a ProspectusG including the liability of ExpertsG and other PersonsG whose reports or opinions are included in a ProspectusG with their consent for such inclusion; and
e. the circumstances in which the DFSAG may accept an offer document prepared in accordance with the legislation applicable in a jurisdiction other than the DIFCG as sufficient for the purposes of meeting the ProspectusG requirements in the Law and the RulesG .

Governance of Reporting EntityG — chapter 3

2. Chapter 3 covers a wide range of corporate governance requirements applicable to Reporting EntitiesG including:
a. 7 high-level Corporate Governance PrinciplesG , with best practice standards relating to those principles which apply on a 'comply or explain' basis and which are set out in App4;
b. Directors'G duties, including acting in good faith and applying due diligence and care in the discharge of their duties and functions;
c. provisions to ensure fair treatment of shareholders in the conduct of affairs of the company, such as provisions relating to communication with shareholders, exercise of pre-emption rights, reduction of share capital and a list of matters that require approval by a majority of shareholders in voting; and
d. provisions to address conflicts of interest. For example individuals involved in the senior management of the Reporting EntityG (such as executive DirectorsG and other senior executives, called "Restricted PersonsG "), are prohibited from dealing in the SecuritiesG of the Reporting EntityG during "close periods", unless prior clearance for those dealings is obtained. Similarly, PersonsG who qualify as Related PartiesG of the Reporting EntityG are prohibited from entering into commercial transactions with the Reporting EntityG unless certain requirements are followed.

Market disclosure — chapter 4

3. Every Reporting EntityG is required to disclose to the market certain types of information either relating to the SecuritiesG of the Reporting EntityG or the Reporting EntityG itself. Such disclosure is designed to ensure that the markets are continually updated with information that is likely to have an impact on the price of the SecuritiesG so that investors can make an informed judgement about those SecuritiesG . For this purpose, Chapter 4 requires disclosure of Inside InformationG , with carve-outs for non-disclosure of commercially sensitive information for a limited period, as well as disclosures of interests held by PersonsG in positions of control or influence relating to a Reporting EntityG (such as controllers and their associates, called "Connected PersonsG "), and the disclosure of Directors'G material interests in the Reporting EntityG . The means by which disclosure of the information required to be provided to the markets are also specified in this chapter.

Accounting periods, financial reports and auditing — chapter 5

4. Every Reporting EntityG is required to prepare and file certain annual, semi-annual and other periodic financial reports relating to the financial position of the Reporting EntityG . Such reports are required to be prepared in accordance with the specified internationally accepted accounting standards and, in the case of annual financial reports, required to be audited. The requirements relating to the preparation and audit of the financial statements and the disclosure of such reports within specified periods are set out in Chapter 5.

Listed funds — chapter 6

5. Chapter 6 contains, with the exception of the requirements in chapters 7 (sponsors) and 8 (systems and controls), all the requirements applicable to a Reporting EntityG of a Listed FundG . These requirements, while mirroring the requirements applicable to other Reporting EntitiesG , have been tailored to take account of the characteristics of FundsG . These include:
a. general requirements applicable to Listed FundsG ;
b. Prospectus requirements for the purposes of having UnitsG of a FundG admitted to trading on an Authorised Market InstitutionG ;
c. governance requirements applicable to Listed FundsG ;
d. market disclosure of information relating to Listed FundsG ; and
e. financial reporting requirements applicable to Listed FundsG .

Sponsors and compliance advisers — chapter 7

6. The DFSAG has the discretion to require the appointment of a sponsor, compliance adviser or other expert adviser by a Reporting EntityG , including that of a Listed FundG . Chapter 7 contains the requirements relating to the appointment of such sponsors, compliance advisers and other expert advisers, and the obligations that apply to such PersonsG and the Reporting EntityG where such sponsors or compliance advisers are appointed.

Systems and controls — chapter 8

7. Chapter 8 sets out the systems and controls a Reporting EntityG , including a Reporting EntityG of a Listed FundG , must have in order to be able to comply with the requirements applicable to that PersonG .

Listing Rule — chapter 9

8. Chapter 9 sets out the DFSA'sG Listing RulesG .

Transitional provisions — chapter 10

9. Chapter 10 sets out the transitional provisions necessary to facilitate the transition from the Markets Law 2004 to the Law for certain debt SecuritiesG , as the new requirements are different from those under which such debt SecuritiesG were admitted to an Official List of SecuritiesG but were not traded on an Authorised Market InstitutionG .
Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]