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  • 19. Definition of an Offer of Units

    (1) An "Offer" of a Unit of a Fund constitutes any one or more of the activities specified in Article 19(2) and such activities may also be referred to as "marketing" of Units of Funds.
    (2) A person is to be regarded as making an Offer of a Unit if he:
    (a) makes an offer to another person which, if accepted, would give rise to a contract for the issue or sale of Units by him or by another person with whom he has made arrangements for the issue or sale of the Units; or
    (b) invites another person to make an offer which, if accepted by him, would give rise to a contract for the issue or sale of Units by him or by another person with whom he has made arrangements for the issue or sale of the Units,
    whether or not the offer or invitation referred to in Article 19(2)(a) or (b) is made by way of a financial promotion of the Units.
    (3) For the purposes of Article 19(2), a "financial promotion" includes an advertisement or any other form of promotion, marketing or inducement inviting a person to:
    (a) enter into an agreement;
    (b) offer to enter into an agreement; or
    (c) exercise any rights conferred by a Unit
    to acquire, dispose of, underwrite or convert a Unit.
    (4) In Article 19(3), the financial promotion may be communicated in any manner including, but not limited to, the following:
    (a) orally;
    (b) electronically; or
    (c) in writing.
    (5) For the purposes of Article 19(2) and (3), where a Fund Manager of a Listed Fund discloses information in accordance with the requirements of the Markets Law 2012 or the Rules made for the purposes of that law, disclosure of such information is not a financial promotion provided the disclosure of the information does not:
    (a) include an express invitation or offer; or
    (b) expressly encourage a person;
    to engage in any of the activities specified in Article 19(2) (a) or (b).