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Dubai Financial Services Authority (DFSA): Contents

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MKT 2.3.1



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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.

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For the purposes of Article 14(3)(a) of the Law the DFSAG hereby prescribes the circumstances in which an offer is an Exempt OfferG :

(a) an offer made to or directed at only Professional ClientsG other than natural PersonsG ;
(b) an offer in or from the DIFCG which is directed at fewer than 50 PersonsG in any 12 month period, excluding Professional ClientsG who are not natural PersonsG ;
(c) an offer where the total consideration to be paid by a PersonG to acquire the SecuritiesG is at least $100,000, or an equivalent amount in another currency;
(d) an offer where the SecuritiesG are denominated in amounts of at least $100,000, or an equivalent amount in another currency;
(e) an offer where the total aggregate consideration for the Securities offered is less than $100,000, or an equivalent amount in another currency, calculated over a period of 12 months;
(f) an offer where SharesG are issued in substitution for SharesG of the same class as already issued, where the issue of the new Shares does not involve any increase in the issued share capital:
(g) an offer where the SecuritiesG are ConvertiblesG issued under a ProspectusG to existing members or creditors of the IssuerG or a member of its GroupG and there is no additional consideration to be paid;
(h) an offer where the SecuritiesG are offered in connection with a TakeoverG and a document is made available containing information which is considered by the DFSAG as being equivalent to that of a ProspectusG ;
(i) an offer where the SecuritiesG are offered, allotted or to be allotted in connection with a merger if a document is available containing information which is regarded by the DFSAG as being equivalent to that of a ProspectusG ;
(j) an offer where the SecuritiesG are offered, allotted or to be allotted in connection with a rights issue where:
(i) the SecuritiesG are of a class subject to Reporting EntityG disclosure; and
(ii) a document is made available containing information on the number and nature of the SecuritiesG including rights attaching to those Securities and the reasons for and details of the Offer;
(k) an offer where the SharesG are offered, allotted or to be allotted to existing shareholders free of charge or dividends paid out in the form of SharesG of the same class as the SharesG in respect of which the dividends are paid, and a document is made available containing information on the number and nature of the Shares and the reasons for and details of the offer;
(l) an offer where the SecuritiesG are offered, allotted or to be allotted to an existing or former director or EmployeeG , or any Close RelativeG of such a director or EmployeeG , of the IssuerG or a member of the same GroupG as the IssuerG and:
(i) the IssuerG or the member of the GroupG already has its SecuritiesG admitted to trading on a Regulated ExchangeG ; and
(ii) a document is made available to the offerees containing information on the number and nature of the SecuritiesG and the reasons for and details of the offer; or
(m) an offer of SecuritiesG that meets all of the following conditions:
(i) the offer is made only through an Investment Crowdfunding PlatformG , or a Property Investment Crowdfunding PlatformG , operated by a Crowdfunding OperatorG ;
(ii) the offer is made to and directed at only investors who are ClientsG of the Crowdfunding OperatorG ; and
(iii) the total aggregate consideration for the offer of SecuritiesG is not more than $5 million, or an equivalent amount in another currency, calculated over a period of 12 months.
Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
[Amended] DFSA RM120/2013 (Made 14th July 2013). [VER4/07-13]
[Amended] DSFA RM256/2019 (Made 26th June 2019). [VER15/07-19]