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Dubai Financial Services Authority (DFSA): Contents

Dubai Financial Services Authority (DFSA)
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Markets Rules (MKT) [VER15/07-19]
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  • MKT 2.11.1

    (1) Pursuant to Article 24(2) of the Law, a Person is hereby prescribed as not incurring civil liability for any loss arising from any misleading or deceptive statement or omission in a Prospectus if any of the circumstances specified in (2) — (6) apply.
    (2) Without prejudice to Article 21 of the Law, a Person does not incur civil liability under Article 24(1) of the Law if that Person can show that:
    (a) the statement was true and not misleading or that the matter the omission of which caused the loss was properly omitted;
    (b) he made all enquiries that were reasonable in the circumstances and believed that there was no misleading or deceptive statement or omission in the Prospectus; or
    (c) before the Securities were acquired by any Person in reliance on the Prospectus, he had taken all such steps as were reasonable for him to have taken to secure that a correction was promptly made and brought to the attention of the Persons likely to acquire the Securities in question.
    (3) A Person does not incur any liability under Article 24(1) of the Law for any loss in respect of Securities caused by any misleading or deceptive statement or omission purporting to be made by or on the authority of an Expert which is, and is stated to be, included in the Prospectus with the Expert's consent at the time when the Prospectus was approved by the DFSA and published if:
    (a) he believed on reasonable grounds that the Person was an Expert and had consented to the inclusion in the Prospectus of a statement or report made by that Expert in the form and context in which such a statement or report was included in the Prospectus;
    (b) he believed on reasonable grounds that the statement or report was true and not misleading or that the matter, the omission of which caused the loss, was properly omitted;
    (c) he made all enquiries that were reasonable in the circumstances and believed that there was no misleading or deceptive statement or omission in the Expert's statement included in the Prospectus; or
    (d) before the Securities were acquired by any Person in reliance of the Prospectus, he had taken all such steps as it was reasonable for him to have taken to secure that a correction was promptly brought to the attention of Persons likely to acquire the Securities in question.
    (4) Without prejudice to (2) and (3), a Person does not incur any liability under Article 24(1) of the Law for any loss in respect of any Securities caused by any statement or omission as is mentioned in that Article if:
    (a) before the Securities were acquired by any Person, a correction or, where the statement was such as is mentioned in (2)(c), the fact that the Expert was not competent or had not consented to the inclusion of the statement attributed to that Expert in the Prospectus had been published in a manner designed to bring to the attention of Persons likely to acquire the Securities in question; or
    (b) he took all such steps as it was reasonable for him to take to secure such publication and believed on reasonable grounds that such a publication had taken place before the Securities were acquired.
    (5) A Person does not incur any liability under Article 24(1) of the Law for any loss resulting from a statement made by a public official or contained in a official public document which is included in the Prospectus if the statement is accurately and fairly reproduced.
    (6) A Person does not incur any liability under Article 24(1) of the Law if the Person incurring the loss acquired the Securities in question with knowledge:
    (a) that the statement was false or misleading;
    (b) of the omitted matter or of the change; or
    (c) of the new matter or inaccuracy.
    Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]