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  • Annex C Offered Securities Rules (OSR)

    This Annex contains all the Rules comprising the new OSR module. As the entire module consists of new Rules, the text is not underlined.

    OSR 1 Introduction

    OSR 1.1 Application

    OSR 1.1.1

    This module, OSR, applies to every Person to whom the Markets Law applies and to the same extent in relation to every such Person as that law, except to the extent that a provision of OSR provides for a narrower application.

    OSR 1.1.2

    Where a rule prescribes a requirement on an Undertaking, each Director, Partner or other Person charged with the management of that Undertaking must take all reasonable steps within its control to secure compliance with the requirement by the Undertaking.

    OSR 1.1.3

    Where a rule prescribes a requirement relating to a Director, Partner or Employee of an Undertaking:

    (a) the Director, Partner or Employee (as the case may be) is bound to take all steps reasonable within his control to secure compliance with the requirement; and
    (b) the Undertaking is responsible for ensuring compliance with the requirement.

    OSR 1.2 Overview of module

    OSR 1.2 Guidance

    Introduction

    1. The Markets Law of 2004 makes provision for the Regulation of Offers of Securities in or from the DIFC, together with the initial and ongoing responsibilities of Offerors and Reporting Entities.
    2. This module further defines the concepts of Offer and Exempt Offer and also contains Rules relating to initial disclosure, continuing disclosure and other obligations that arise at the time of, or as a result of, Offering or Listing Securities.
    3. The structure of the module is organised so that the main provisions are contained in each of the chapters, which are linked to appendices at the back of the module, detailing the requirements relating to the various product-specific Categories including Shares, Debentures, Certificates, Warrants and other financial products.

    Offers

    4. The Rules in chapter 2 further define Offer by prescribing certain offers for the sale of Securities as constituting an Offer. The Rules in that chapter also define Exempt Offers and provide for a particular Class of Exempt Offer to which the standard Exempt Offer requirements set out in chapter 3 do not apply.

    Obligations

    5. Chapter 4 sets out specific requirements that apply to Prospectus Offers. Chapters 5 and 6 provide further requirements in respect of Listings.
    6. Chapter 7 sets out the common Prospectus requirements, and chapter 8 provides the Rules in respect of responsibility for Prospectuses.
    7. Chapter 9 sets out the ongoing responsibilities of Reporting Entities. Chapter 10 provides for disclosures by Connected Persons.

    Sponsors

    8. Chapter 11 contains Rules in respect of the appointment, termination and obligations of sponsors.

    General Provisions

    9. Chapters 12, 13 and 14 complete the regulatory scheme by setting out Rules relating to contraventions, Fees and applications for waivers and modifications.

    OSR 1.3 Interpretation

    OSR 1.3 Guidance

    Sections 6.1, 6.2 and 6.7 of GEN apply to those to whom this module applies. Those sections provide, amongst other things, Rules to be applied in the interpretation of this and other modules of the DFSA Rulebook.

    OSR 2 Offers of Securities

    OSR 2.1 Application

    OSR 2.1.1

    This chapter applies to every Person to whom the Markets Law applies and to the same extent in relation to every such Person as that law.

    OSR 2.2 Offers

    OSR 2.2 Guidance

    Article 13(2) of the Markets Law reads as follows:

    A Person is to be regarded as making an Offer of Securities in or from the DIFC if he:

    (a) as principal makes an Offer which, if accepted, would give rise to a contract for the issue of Securities by him or by another Person with whom he has made arrangements for the issue of Securities; or
    (b) makes an Offer or invitation in relation to an issue or sale of Securities in circumstances prescribed by the Offered Securities Rules.

    OSR 2.2.1

    (1) The DFSA, for the purposes of Article 13(2)(b) of the Markets Law 2004, prescribes the following activities, in relation to a sale of Securities, as constituting an Offer:
    (a)
    (i) where a Person makes an Offer to another Person which, if accepted, would give rise to a contract for the sale of Securities by him or by another Person with whom he has made arrangements for the sale of Securities; or
    (ii) where a Person (the 'first Person') invites another Person to make an Offer which, if accepted by the first Person, would give rise to a contract for the sale of Securities by him or by another Person with whom he has made arrangements for the sale of Securities; and
    (b) the Offer or invitation is a financial promotion of the Securities.
    (2) For the purposes of (1):
    (a) the mere Listing of a Security does not amount to an invitation or an offer; and
    (b) an invitation or Offer of a Unit by an Authorised Firm does not amount to an Offer.
    (3) In (1) a financial promotion is an advertisement or any other form of promotion or marketing inviting a Person to:
    (a) enter into an agreement;
    (b) Offer to enter into an agreement; or
    (c) exercise any rights conferred by a Security;
    to acquire, dispose of, underwrite or convert a Security.
    (4) In (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 (1) and (3) where a Body Corporate:
    (a) has Securities which are Listed; or
    (b) has Securities which are Unlisted but a Prospectus has been filed in relation to those Securities
    and it issues information as a Reporting Entity in accordance with the requirements of OSR, disclosure of such information is not a financial promotion provided the disclosure of the information does not:
    (c) include an express invitation or offer; or
    (d) contain information calculated to encourage or lead a Person,
    to engage in any of the activities specified in (3) (a), (b) or (c).

    OSR 2.2.1 Guidance

    1. The DFSA also considers that financial promotion activity in relation to sales of Securities constitutes an Offer of Securities.
    2. The exception in rule 2.2.1(2)(b) is of a temporary nature and will be in effect until the relevant collective Investment legislation is in force. The effect of this exception is that an Offer of a Unit by a Person who is an Authorised Firm is not subject to the Offered Securities Rules. However, an Offer of a Unit by an Authorised Firm is governed under other provisions of the DFSA Rulebook, in particular, the Rules in the Conduct of Business module. Conversely, the Offer of a Unit by a Person other than an Authorised Firm will be governed by the Offered Securities Rules.

    OSR 2.2.2

    An Offer is made in the DIFC if, at the time of the Offer, the Offeree is in the DIFC.

    OSR 2.2.3

    An Offer is made from the DIFC if, at the time of the Offer, the Offeror is in the DIFC.

    OSR 2.2.3 Guidance

    Cross border offers

    1. This Guidance is primarily intended for Persons located outside the DIFC who undertake cross-border offers. Many cross-border offers with a DIFC element will be caught by these Rules. It is important that Persons located outside the DIFC are aware of the scope and impact of the Rules applicable to them.
    2. Cross-border offers of Securities made to Persons in the DIFC fall within the Rules. Any Person who makes such an Offer is required to comply with the obligations of an Offeror under the Rules regardless of whether he is established in the DIFC or elsewhere.
    3. The scope of the regime applies without differentiating the media by which Offers take place. In the context of internet-based offerings, this means that an operator of a website on which Securities are Offered to Persons within the DIFC will be subject to these Rules, whether or not the operator is established in the DIFC.

    When is an Offer made in the DIFC?

    4. It will be a question of fact in each case whether a Person has in fact made an Offer. The DFSA considers that the following will be indications that an Offer (including via a website) has not in fact been made in the DIFC, however, these examples of indicators are not exhaustive, and satisfaction of them is not conclusive as to no Offer being made in the DIFC:
    a. an appropriate and prominent disclaimer (in the case of an internet Offer, either on the website or in any Offer documentation contained on the website) or a term in any subscription or a purchase term prohibiting the sale or issue of Securities to Persons in the DIFC or expressly identifying the jurisdictions in which the Offer is qualified to be made and no actual sales are made in the DIFC unless the sales are made in compliance with the Markets Law 2004 and these Rules; or
    b. systems and controls on the part of the Person offering the Securities to ensure that it, any Member of its Group, any entity controlled, sponsored or managed by it, or any entity with whom it has arrangements in relation to the Offer of the Securities does not sell or issue Securities to a Person in the DIFC.

    OSR 2.3 Prohibition on offers

    OSR 2.3 Guidance

    1. Article 13(1) of the Markets Law sets out the prohibition on offering Securities as follows:

    "A Person shall not make an Offer of Securities in or from the DIFC unless:
    a. the Offer of Securities is made by way of an Exempt Offer or Prospectus Offer in accordance with this Part and the Offered Securities Rules; and
    b. if an application for admission to the Register of Listed Securities has been made, the Offer of Securities is also made in accordance with Part 4 of this Law".
    2. Article 13(1)(a) refers to Exempt Offers and these are dealt with under section 2.4 and chapter 3 of this module.
    3. Article 13(1)(a) also refers to Prospectus Offers and these are dealt with under section 2.5 and chapter 4 of this module.
    5. Article 12 of the Markets Law 2004 provides as follows:

    The application of this Part 3 and any Offered Securities Rules made for the purpose of this Part is subject to any provision of a law or of any rules made for the purpose of that law which may govern the Offer of Securities which comprise Units or Shares in a collective Investment fund or any rights or interests in such Units or shares".

    OSR 2.4 Exempt offers

    OSR 2.4 Guidance

    1. Article 14(2) of the Markets Law defines an Exempt Offer as follows:

    Exempt Offers are offers of Securities:
    a. by recognised governments or other persons on the list of Exempt Offerors maintained by the DFSA in the Offered Securities Rules;
    b. made to and directed at Professional Investors;
    c. made in connection with a Takeover offer; or
    d. as may be prescribed by the Offered Securities Rules".
    2. "Professional Investors" is defined in the Markets Law as follows:

    persons whose ordinary activities involve them in acquiring, holding, managing or disposing of Investments and any other persons prescribed by the Offered Securities Rules".

    OSR 2.4.1

    (1) The DFSA, for the purposes of Article 14(2)(d) of the Markets Law, prescribes an Offer as an Exempt Offer if:
    (a) the Offer satisfies at least one of the following conditions:
    (i) the Securities are Commercial Paper, Certificates of Deposit or bills of exchange;
    (ii) the Offer is made to no more than twenty five Offerees in any twelve-month period;
    (iii) the total consideration payable for the Securities does not exceed one million dollars;
    (iv) the Securities are Debentures and the minimum consideration which may be paid by any Person for the Securities acquired by him pursuant to the Offer is at least fifty thousand dollars; or
    (v) the Securities are Units and are offered by an Authorised Firm; or
    (b) the Offer is of Securities that:
    (i) are Shares and are Offered by the Issuer to Members, creditors or Employees of the Issuer or their Relatives;
    (ii) are issued by a Body Corporate and Offered by the Body Corporate to a Member of the same Group as the Body Corporate;
    (iii) result from the conversion of a Convertible and a Prospectus relating to the Convertible has been published in the DIFC under these Rules; or
    (iv) the Securities are Shares, Certificates representing Shares, or Warrants to subscribe for Shares in a Body Corporate Offered by the Body Corporate in Exchange for Securities in the same Body Corporate and the Offer does not result in any increase in the issued share capital of that Body Corporate.
    (2) An Exempt Offer is a Personal Exempt Offer if it:
    (a) satisfies the conditions set out in Rules 2.4.1(1)(a)(ii) and (iii);
    (b) may only be accepted by the Person to whom it is made; and
    (c) is made to a Person who is likely to be interested in the Offer having regard to:
    (i) previous contact between the Person making the Offer and that Person;
    (ii) a professional or other connection between the Person making the Offer and that Person; or
    (iii) statements or actions by that Person that indicate that they are interested in offers of that kind.

    OSR 2.4.1 Guidance

    Those Offerors that make Offers which are exempt by virtue of Article 14(2)(a) or (b) of the Markets Law 2004 or rule 2.4.1(1)(a), other than Personal Exempt Offers are subject to the obligations set out in chapter 3 of this module. Those who make Personal Exempt Offers and Offers which are exempt by virtue of Article 14(2)(c) of the Markets Law 2004 or rule 2.4.1(1)(b) have no further obligations imposed upon them under these Rules.

    OSR 2.4.2

    An Offer remains an Exempt Offer if the Offer falls within one or more of the conditions under rule 2.4.1(1).

    OSR 2.4.2 Guidance

    1. The effect of rule 2.4.2 is that the conditions set out in rule 2.4.1(a) are cumulative. Hence, for example, an Offer may be made both to Qualified Investors who are Professional Investors and up to twenty five other Qualified Investors who are not Professional Investors without losing the benefit of exemption.
    2. The exemption allowing Exempt Offers to be made to up to twenty five Persons is viewed restrictively by the DFSA. This is because allowing marketing to be made widely, on terms that no more than twenty five Offers will be made, would give firms an easy means to market or promote the Securities to a large number of Persons without being subject to the disclosure regime associated with Prospectus Offers. This would not be in the interests of the DIFC.

    OSR 2.4.3

    An Offeror is an Exempt Offeror if that Offeror is included in the list of Exempt Offerors set out in App6.

    OSR 2.5 Prospectus offers

    OSR 2.5 Guidance

    1. Article 15(1) of the Markets Law states:

    No Offer of Securities, 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 has appointed a Sponsor or underwriter or both, if required to do so by the DFSA."
    2. Article 15(2) of the Markets Law states:

    "A Prospectus shall comply with the Offered Securities Rules and contain all information as 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 in the circumstances prescribed in the Offered Securities Rules; and
    b. the nature of the Securities and the rights attached to those Securities".
    3. Chapters 4, 7 and 8 contain provisions relating to Prospectus Offers in addition to those set out in this section.

    OSR 2.5.1

    A Person intending to make a Prospectus Offer in relation to the Issue of Securities must be able to satisfy the DFSA before making the Offer that the Governing Body of the Undertaking whose Securities are to be offered:

    (a) is fulfilling or has systems and controls to enable it to comply with the requirements in relation to Corporate Governance and Director's Dealings set out in App5; and
    (b) has obtained all the necessary consents from the shareholders in accordance with App4.

    OSR 2.5.1 Guidance

    A Person will need to be able to produce information that readily enables the DFSA to be satisfied that the criteria set out in App4 and 5 have been fulfilled and will continue to be fulfilled.

    OSR 2.6 Offer documents from other jurisdictions

    OSR 2.6.1

    (1) Where the DFSA is satisfied that an Offer document produced under legislation in a jurisdiction other than the DIFC:
    (a) meets the standards prescribed in these Rules; and
    (b) is compatible with the requirements prescribed in these Rules
    the DFSA may accept such document as meeting the requirements of an Offer document under these Rules.
    (2) The DFSA may accept such document subject to conditions or restrictions imposed by the DFSA as it sees fit.
    (3) Where the Offer document referred to in (1) is not in the English language, it must be accompanied by an English translation.

    OSR 2.6.1 Guidance

    1. The DFSA considers it in the interests of the DIFC to accept Offer documents produced under the rules of other jurisdictions, provided that they meet the standards required by the DFSA.
    2. A Person considering filing an Offer document pursuant to rule 2.6.1 should approach the DFSA at the earliest possible time to discuss how to proceed.

    OSR 3 Exempt Offers of Securities

    OSR 3.1 Application

    OSR 3.1.1

    This chapter applies to a Person who makes or intends to make an Exempt Offer of Securities other than a Person who makes or intends to make a Personal Exempt Offer or an Offer of Securities which is exempt by virtue of Article 14(2)(c) of the Markets Law 2004 or rule 2.4.1(1)(b).

    OSR 3.1.1 Guidance

    1. Article 14(1) of the Markets Law states that a Person who makes an Exempt Offer shall comply with any requirements relating to that Exempt Offer which are prescribed by the Offered Securities Rules.
    2. The effect of this application provision is that chapter 3 will apply to all Exempt Offerors except for those that have made Personal Exempt Offers or Offers which are exempt by virtue of Article 14(2)(c) of the Markets Law or rule 2.4.1(1)(b). The DFSA has imposed no requirements in respect of those offers which are exempt by virtue of Article 14(2)(c) or rule 2.4.1(c).

    OSR 3.2 Exempt Offer statement

    OSR 3.2.1

    A Person making an Exempt Offer of Securities must ensure that he has provided each Offeree with an Exempt Offer Statement prior to the formation of any binding contract in respect of the Securities except where:

    (a) the Securities are Commercial Paper, Certificates of Deposit or bills of exchange;
    (b) the Securities are issued by an Exempt Offeror;
    (c) the Securities are Listed Securities including Securities which are the subject of an application for an admission to Listing; or
    (d) the Securities are Unlisted Securities and have been offered previously by way of a Prospectus Offer.

    OSR 3.2.1 Guidance

    Issuers of Commercial Paper and Certificates of Deposit are reminded to check that the issue does not breach the restriction in the Federal Law No.8 of 2004 and the Conduct of Business module in relation to Deposit taking.

    OSR 3.2.2

    (1) For the purposes of rule 3.2.1 an Exempt Offer Statement must contain at minimum the information set out in the table below:

    Table

    Information to be included in an exempt Offer statement

    a. The name of the Issuer and the address of its principal place of business and (if different) its registered office.
    b. If different to the Issuer, the name and address of the Offeror.
    c. The name and address of any professional advisors in relation to the Exempt Offer.
    d. The nature of and rights attached to the Securities.
    (2) An Exempt Offer Statement must also contain the following statement displayed prominently on its front page:

    "This statement relates to an Exempt Offer of Securities in accordance with the Offered Securities Rules of the DIFC Financial Services Authority.

    This statement is intended for distribution only to persons of a type specified in those rules. It must not be delivered to, or relied on by, any other Person.

    The DIFC Financial Services Authority has no responsibility for reviewing or verifying any documents in connection with Exempt Offers of Securities. The DIFC Financial Services Authority has not approved this document nor taken steps to verify the information set out in it, and has no responsibility for it.

    The Securities to which this document relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the Securities offered should conduct their own due diligence on the Securities.

    If you do not understand the contents of this document you should consult an authorised financial adviser."

    OSR 3.2.3

    A Person who makes an Exempt Offer which requires an Exempt Offer Statement must create and update the following records through the period of the Offer:

    (a) a copy of the Exempt Offer Statement relating to the Offer;
    (b) a list containing:
    (i) the name and address of each Offeree relating to the Offer;
    (ii) the date on which the Offer was made to each Offeree;
    (iii) the date on which an Exempt Offer Statement was supplied to each Offeree who purchases Securities, including the acknowledgement of a receipt by the Offeree who purchased the Securities;
    (iv) a description of the Securities (if any) issued to, or purchased by or sold to, the Offeree (including the number of Securities and consideration for them);
    (v) the grounds for belief that the Offeree was a Person to whom an Exempt Offer could be made in accordance with the Rules; and
    (vi) the condition under section 2.4 by reference to which the Offer to the Offeree is an Exempt Offer.

    OSR 3.2.3 Guidance

    Where an Offeree is not an individual, records made under rule 3.2.3 should include the name of at least one representative of the Offeree.

    OSR 3.3 Qualified Investor restriction

    OSR 3.3.1

    No Exempt Offer of Securities may be made in or from the DIFC to any Person unless the Offeror reasonably believes the Person to be a Qualified Investor.

    OSR 3.3.2

    A Qualified Investor is a Person who meets the following criteria:

    (a) an individual who:
    (i) has at least one million dollars in liquid assets and who has provided the Offeror or another Person on behalf of the Offeror with written confirmation of this fact;
    (ii) after analysis has sufficient financial experience and understanding to participate in financial markets in a wholesale jurisdiction; and
    (iii) has consented in writing to being treated as a Qualified Investor in a wholesale jurisdiction;
    (b) an Undertaking which has had, or any of whose Holding Companies or Subsidiaries has had, in the last two years, called up share capital or net assets of at least five million dollars, in the case of a limited liability Partnership calculated without deducting loans owing to any of the partners;
    (c) a trustee of a trust or pension scheme which has had in the last two years assets of at least five million dollars calculated by aggregating the value of the cash and Investments forming part of the trust's or scheme's assets, but before deducting its liabilities;
    (d) a properly constituted government, government agency, central Bank or other national monetary authority of any country or jurisdiction;
    (e) a public authority or State Investment body;
    (f) a supranational organisation whose Members are either countries, central Banks or national monetary authorities;
    (g) an Authorised Firm or Regulated Financial Institution;
    (h) an Authorised Market Institution, Recognised Body, regulated Exchange, regulated Clearing House or regulated settlement operator;
    (i) an Undertaking which is a Holding Company or Subsidiary of an Undertaking in (g) or (h) with that Undertaking's consent;
    (j) a Body Corporate whose Shares are listed or admitted to trading on any regulated Exchange of an IOSCO Member country; or
    (k) a Collective Investment Fund or Special Purpose Vehicle.

    OSR 3.3.3

    For the purpose of rule 3.3.2(a)(i), liquid assets are cash or assets which can be readily converted into cash, including but not limited to marketable Securities, government bonds, treasury bills and notes that mature within ninety days.

    OSR 3.3.4

    For the purpose of rule 3.3.2(a)(ii), an Offeror must ensure that the analysis includes consideration of each of the following matters:

    (a) the individual's knowledge and understanding of the relevant financial markets, types of Investment and of the risks involved either generally or in relation to the proposed transaction;
    (b) the length of time the individual has been active in relevant financial markets, the frequency of dealings and the extent to which the individual has relied on financial advice from financial institutions;
    (c) the size and nature of transactions that have been undertaken for the individual in relevant financial markets;
    (d) the individual's relevant qualifications relating to financial markets;
    (e) the composition and size of the individual's existing financial Investment portfolio; and
    (f) any other matters which the Offeror considers relevant.

    OSR 3.4 Record keeping

    OSR 3.4.1

    Records made under this chapter must be:

    (a) maintained for a period of six years from the end of the period of the Exempt Offer; and
    (b) be capable of prompt reproduction to the DFSA in English during business hours.

    OSR 4 Prospectus Offers of Securities

    OSR 4.1 Application

    OSR 4.1.1

    This section applies to a Person who makes or intends to make a Prospectus Offer of Securities.

    OSR 4.2 General requirements

    OSR 4.2.1

    (1) A Person must ensure prior to making an Offer of Securities by way of a Prospectus Offer that:
    (a) a Prospectus in the English language relating to the Securities containing the information specified in chapter 7 has been filed with the DFSA at least three business days previously;
    (b) the DFSA has not notified the Person proposing to make the Offer that he must not publish the filed Prospectus;
    (c) the filed Prospectus has been published;
    (d) there is a Reporting Entity in respect of the Securities to which the Prospectus relates;
    (e) subject to rule 4.2.1(2), the Securities are in existence at the time of filing the Prospectus or are to be issued pursuant to the Offer to which the Prospectus relates; and
    (f) if the Securities are Unlisted, the conditions in rule 4.3.1 are satisfied.
    (2) In the case of an Offer of a further Issue of Securities, the requirement in 1(f) does not apply where:
    (a) the type or Class of Listed Securities is already in existence and the further issue, in any one twelve month period, does not exceed twenty per cent of the number of the Securities of that type or Class which are already Listed; or
    (b) the further issue of Listed Securities is allotted by way of a bonus or capitalisation issue to existing holders in proportion to their existing holdings out of the Issuer's reserves or profits without payment to the Issuer by the existing holders; and
    (c) an application for the Listing of the Securities in (a) or (b) has been made in accordance with chapter 5.

    OSR 4.2.1 Guidance

    1. The effect of rule 4.2.1(a) is that an Offeror must file its Prospectus with the DFSA at least three business days before making its Offer. This will provide the DFSA with an opportunity to consider the basic content requirements and to determine whether it is necessary to have a Sponsor or underwriter appointed. It should not be assumed that because of this three day period the DFSA will not use other powers available to it to issue a stop order in circumstances where the need for such further action is subsequently identified.
    2. The DFSA would regard a Prospectus as published where it has been made available on the Issuer's website or has been made available by other such means as the DFSA requires in accordance with rule 9.2.1(3).
    3. In accordance with Part 3 of the Markets Law 2004, a Person who files a Prospectus becomes a Reporting Entity unless he falls within one of the exclusions to Reporting Entity status under paragraph (2) of the definition of that term.
    4. An Offeror of Securities who is not also the Issuer of the Securities will not in general be in a position to satisfy the disclosure requirements associated with a Prospectus Offer, or with those associated with Reporting Entity status in relation to the Securities.
    5. An Offeror who is not the Issuer would also need a waiver or modification of the Rules with which it cannot comply by virtue of it not being the Issuer. The DFSA will not generally grant such a waiver or modification to allow for a Prospectus Offer except in exceptional circumstances.
    6. In the case of Certificates, the Issuer of the underlying Securities to which the Certificates relate (and not the custodian or depositary which issues the Certificates) is the Issuer.
    7. Further Offers of Securities after the date of the Prospectus will need to satisfy the requirements of rule 4.2.1 in respect of that Offer subject to the limited exemptions in respect of Listed Securities contained in section 4.4.

    OSR 4.2.2

    A Person may only Offer Securities by way of a Prospectus Offer for a period of twelve months from the date of filing the Prospectus relating to the Securities.

    OSR 4.2.3

    (1) An Offeror must not, and must ensure that its Associates do not, during the Offer period issue a financial promotion relating to a Prospectus Offer unless it states that a Prospectus has been published or is to be published, and gives an address.
    (2) In (1) a financial promotion is an advertisement or any other form of promotion or marketing inviting a Person to:
    (a) enter into an agreement;
    (b) Offer to enter into an agreement; or
    (c) exercise any rights conferred by a Security;
    to acquire, dispose of, underwrite or convert a Security.
    (3) In (2) the financial promotion may be communicated in any manner including, but not limited to, the following:
    (a) orally;
    (b) electronically; or
    (c) in writing.
    (4) For the purposes of (2) and (3) where a Body Corporate:
    (a) has Securities which are Listed; or
    (b) has Securities which are Unlisted but a Prospectus has been filed in relation to those Securities
    and it issues information as a Reporting Entity in accordance with the requirements of OSR, disclosure of such information is not a financial promotion provided the disclosure of the information does not:
    (c) include an express invitation or offer; or
    (d) contain information calculated to encourage or lead a Person,
    to engage in any of the activities specified in (2) (a), (b) or (c).

    OSR 4.2.4

    Where an Offeror has filed a Prospectus and the Offeror does not proceed with the Offer in accordance with the terms and conditions of the Prospectus he must not, and must ensure that his Associates do not, Offer any Securities to which the Prospectus relates, until twelve months have elapsed since the date of the filing of the Prospectus, unless:

    (a) the DFSA consents in writing; or
    (b) the Offeror files a new or supplementary Prospectus in respect of the Offer of Securities.

    OSR 4.2.4 Guidance

    The DFSA may consent to an Offer of Securities in the circumstances described in rule 4.2.4 where, for example, an Offeror decides not to proceed with a Prospectus Offer in good faith by reason of market volatility, lack of investor demand or other similar circumstances.

    OSR 4.2.5

    The DFSA may require that a Prospectus Offer of Securities be underwritten by an underwriter acceptable to the DFSA.

    OSR 4.2.6

    The DFSA may require an Offeror to appoint a Sponsor to perform the functions specified in chapter 11.

    OSR 4.2.6 Guidance

    In determining whether to require an Offeror to appoint a Sponsor in relation to a Prospectus Offer, the DFSA will consider all of the surrounding facts and circumstances of the matter, including, but not limited to, the following:

    a. the level of experience and expertise of the management and Directors of the Issuer concerning the Offer of Securities;
    b. whether an underwriter has been appointed to the Offer;
    c. the nature and type of Securities;
    d. whether the Offeror has previously filed a Prospectus in this jurisdiction or another jurisdiction; and
    e. the jurisdiction of the Offeror.

    OSR 4.2.7

    The DFSA may, as a condition of registering a Prospectus, impose escrow requirements on certain Classes of Persons for a period not exceeding twelve months after a Prospectus Offer of Securities has been made.

    OSR 4.2.8

    An Offeror must ensure that:

    (a) an application form for the sale or issue of Securities the subject of a Prospectus Offer, is not provided to any Person unless it is included in or accompanied by the relevant Prospectus; and
    (b) only applications in the form contained in the Prospectus are accepted.

    OSR 4.3 Conditions in relation to unlisted securities

    OSR 4.3.1

    For the purposes of rule 4.2.1(1)(f) the conditions are:

    (a) the Issuer has not issued any Unlisted Securities under a Prospectus in the preceding twelve months;
    (b) the Issuer has (together with any Group members) net tangible assets exceeding five million dollars; and
    (c) the total maximum consideration payable in respect of the Securities to be Offered under the Prospectus does not exceed two million dollars.

    OSR 5 Listing Applications

    OSR 5.1 Application

    OSR 5.1.1

    This chapter applies to a Person who makes or intends to make an application for Listing.

    OSR 5.2 Conditions for listing

    OSR 5.2.1

    (1) In order for Securities to be considered by the DFSA for Listing, the following conditions must be satisfied:
    (a) the Issuer of the Securities must fulfil any relevant eligibility conditions set out in part 1 of App1;
    (b) the Securities must fulfil any relevant eligibility conditions set out in part 2 of App1;
    (c) if the Securities are listed on an Exchange situated outside the DIFC, prior approval for the Listing of the Securities from the relevant Exchange or Financial Services Regulator must have been obtained if prior approval is required; and
    (d) no legal or regulatory restriction on the Issuer or the Securities prevents the Listing.
    (2) An application for admission of Securities to Listing must be made by the Issuer.
    (3) Securities that are Units will not be considered for Listing.

    OSR 5.2.1 Guidance

    In some cases it may be necessary to obtain prior approval of an Exchange or regulator before listing e.g. UAE companies will need to obtain permission from the UAE Securities and Commodities Authority.

    OSR 5.2.2

    The DFSA may require an Issuer of Securities which are the subject of a Listing application to appoint a Sponsor to perform the functions specified in chapter 11.

    OSR 5.2.2 Guidance

    1. In determining whether to require an Applicant for Listing to appoint a Sponsor, the DFSA will consider all of the surrounding facts and circumstances of the matter, including, but not limited to, the following:
    a. the level of experience and expertise of the management and Directors of the Applicant for Listing in respect of Listing Securities;
    b. whether an underwriter has been appointed;
    c. the nature and type of Securities;
    d. whether there has been a primary listing on a Recognised Exchange or other exchange;
    e. whether the Reporting Entity has previously listed on the Exchange; and
    f. the jurisdiction of the Issuer or Offeror.
    2. The exception for consideration for Listing Units in rule 5.2.1(3) is of a temporary nature and will be in effect until the legislation in respect of collective investment funds is in force. The conditions for Listing funds will be updated at that time.

    OSR 5.3 Applications for listing

    OSR 5.3.1

    (1) The Issuer must complete and submit the appropriate form in PFN and include a Prospectus and any other such documents as may be prescribed by the DFSA in the application form.
    (2) The application must be in English and all accompanying documents must be in the English language or, where the original document is not in English, accompanied by an English translation and must be submitted to the DFSA in reasonable time for the DFSA to review them and for amendments to be made to them.

    OSR 5.3.1 Guidance

    1. An Issuer submitting an application under this chapter is required to pay the appropriate Fee as required under chapter 13.
    2. New applicants for Listing are encouraged to contact the DFSA in advance of making an application in order to discuss the process of becoming Listed.
    3. The DFSA will endeavour to process all applications within thirty days of submission of all the information and supporting documentation required under these Rules.

    OSR 5.3.2

    An application for Listing of Securities, where the Securities to be listed fulfil the requirements of rule 4.2.1(2), must be made at least three business days prior to the issue of such Securities.

    OSR 5.4 Admission to listing

    OSR 5.4.1

    The DFSA may grant an admission to Listing subject to conditions or restrictions.

    OSR 5.4.2

    The DFSA is entitled to require the publication of further information by, and to impose additional continuing obligations on, any applicant where it considers it appropriate.

    OSR 5.5 Publication of prospectus

    OSR 5.5.1

    Where the DFSA has granted admission to Listing, the Issuer of the Securities must, if a Prospectus has not already been published, publish the Prospectus without undue delay.

    OSR 5.5.1 Guidance

    The DFSA would regard a Prospectus as published where it has been made available on the Issuer's website or has been made available by other such means as the DFSA requires in accordance with rule 9.2.1(3).

    OSR 5.6 Ongoing conditions for listing

    OSR 5.6.1

    As an ongoing condition for Listing:

    (a) the Issuer must continue to fulfil the relevant eligibility conditions set out in part 1 of App1;
    (b) the Listed Securities must continue to fulfil the relevant eligibility conditions set out in part 2 of App1;
    (c) the Issuer must comply with its obligations as a Reporting Entity in accordance with chapter 9; and
    (d) the Issuer must comply with any conditions or restrictions imposed by the DFSA under section 5.4.

    OSR 5.7 Decision-making process

    OSR 5.7.1

    In considering an application for Listing, the DFSA may:

    (a) carry out any enquiries which it considers appropriate;
    (b) require the applicant to provide additional information in such form as the DFSA considers appropriate;
    (c) require any information furnished by the applicant to be verified in such manner as the DFSA may specify; or
    (d) take into account any information which it considers appropriate in relation to the application.

    OSR 5.7.2

    Where the DFSA requires additional information or verification under 5.7.1, the application will be deemed withdrawn if the applicant does not provide the information, or obtain the verification requested, as the case may be, within twenty days, unless otherwise agreed by the DFSA.

    OSR 5.8 Right to make representations

    OSR 5.8.1

    If the DFSA is minded to refuse an application for Listing it will notify the applicant in writing.

    OSR 5.8.2

    A notification under 5.8.1 will set out:

    (a) grounds for the DFSA's intention to refuse the application; and
    (b) details of the applicant's right to make representations in relation to the intended refusal.

    OSR 5.8.2 Guidance

    In accordance with Article 18 of the Markets Law, the DFSA may refuse an application if, for a reason relating to the applicant or to the Securities, it considers that:

    a. granting the applicant or the Securities admission to the Register of Listed Securities would be detrimental to the interests of persons using the DIFC to invest or contemplating using the DIFC to invest;
    b. the requirements of these Rules have not been complied with;
    c. any requirement imposed by the DFSA has not been complied with;
    d. the Person or applicant has failed to comply with any obligations to which he is or was subject to as a result of having a listed Security in another jurisdiction; or
    e. a refusal is in the interests of the DIFC.

    OSR 5.8.3

    Within twenty days of service of a notification under rule 5.8.1, the applicant may make representations to the DFSA in relation to any of the grounds set out in the notification.

    OSR 5.8.3 Guidance

    1. When making a representation the procedure in ENF App3 should be followed.
    2. The DFSA will take any representations into account before issuing a decision.
    3. The DFSA will generally issue a decision within thirty days of receiving representations under this section.

    OSR 5.9 Determination of application and notification of decisions

    OSR 5.9.1

    The DFSA may:

    (a) grant an application for Listing;
    (b) grant an application, subject to such conditions or restrictions as it considers appropriate; or
    (c) refuse an application.

    OSR 5.9.1 Guidance

    In circumstances where the DFSA is minded to grant an application subject to conditions or restrictions, it will normally notify the applicant in advance and will be prepared to discuss the conditions or restrictions with the applicant.

    OSR 5.9.2

    If the DFSA refuses an application, or grants it subject to conditions or restrictions, it will give the applicant written notification of the decision without undue delay.

    OSR 5.9.3

    A notification under rule 5.9.2 will include the grounds for the decision.

    OSR 5.9.4

    The Regulatory Appeals Committee has jurisdiction to hear and determine any appeal in relation to a decision to refuse a Listing application or to grant a Listing application subject to conditions or restrictions.

    OSR 5.10 Listing documents from other jurisdictions

    OSR 5.10.1

    (1) Where the DFSA is satisfied that an application for Listing produced under legislation in a jurisdiction other than the DIFC:
    (a) meets the standards prescribed in these Rules; and
    (b) is compatible with the requirements prescribed in these Rules
    the DFSA may accept such document as meeting the requirements of an application for Listing under these Rules.
    (2) The DFSA may accept such document subject to conditions or restrictions imposed by the DFSA as it sees fit.
    (3) Where the application for Listing referred to in (1) is not in the English language, it must be accompanied by an English translation.

    OSR 5.10.1 Guidance

    1. The DFSA considers it in the interests of the DIFC to accept applications for Listing produced under the rules of other jurisdictions, provided that they meet the standards required by the DFSA.
    2. A Person considering filing an application for Listing pursuant to rule 5.10.1 should approach the DFSA at the earliest possible time to discuss how to proceed.

    OSR 6 Listed Securities

    OSR 6.1 Application

    OSR 6.1.1

    This chapter applies to a Reporting Entity whose Securities are Listed.

    OSR 6.2 Powers of the DFSA in relation to listed securities

    OSR 6.2.1

    The DFSA may suspend or delist Securities from the Register of Listed Securities with immediate effect or from such date and time as may be specified if it is satisfied that:

    (a) there are special circumstances which preclude regular dealings in the Securities;
    (b) the ongoing conditions for Listing under rule 5.6.1 have not been fulfilled;
    (c) the Reporting Entity has failed to comply with any provision of the Markets Law 2004 or any rule in chapter 9;
    (d) the Reporting Entity has fulfilled the requirements in Rules 6.5.1 or 6.6.1; or
    (e) delisting or suspension would be in the interests of the DIFC.

    OSR 6.2.2

    (1) Upon making a decision in relation to a suspending or delisting of Securities the DFSA will, without undue delay, notify the Reporting Entity of the Securities in writing of its decision.
    (2) The DFSA will provide reasons for its decision upon request by the Reporting Entity.

    OSR 6.2.3

    (1) The DFSA will make a public disclosure of a suspension or delisting.
    (2) The DFSA will disclose the suspension or delisting to the public by such means as the DFSA may consider appropriate.

    OSR 6.2.4

    The Regulatory Appeals Committee has jurisdiction to hear and determine any appeal in relation to a decision to suspend or delist Securities made under section 6.2.

    OSR 6.3 Delistings and non-urgent suspensions

    OSR 6.3.1

    Unless rule 6.4.1 applies, if the DFSA is minded to suspend or delist Securities, it will notify the Reporting Entity in writing in advance of such suspension or delisting.

    OSR 6.3.2

    A notification under 6.3.1 will set out:

    (a) grounds for the DFSA's intention to suspend or delist the Securities; and
    (b) details of the Reporting Entity's right to make representations in relation to the proposed suspension or delisting.

    OSR 6.3.3

    (1) Within the time period specified in the notification, the Reporting Entity may make representations to the DFSA in relation to any of the grounds set out in the notification.
    (2) The time period will be determined by the DFSA at its sole discretion.

    OSR 6.3.3 Guidance

    When making a representation the procedure in ENF App3 should be followed.

    OSR 6.3.4

    The DFSA will notify the Reporting Entity of its decision within thirty days of receiving representations under this section.

    OSR 6.4 Urgent suspensions

    OSR 6.4.1

    This section applies where the DFSA concludes that any delay likely to arise as a result of allowing a Reporting Entity to make representations before suspending the Securities would be prejudicial to the interests of the DIFC.

    OSR 6.4.2

    Where the DFSA has suspended Securities from the Register of Listed Securities without providing a prior opportunity to make representations, the DFSA will:

    (a) provide the Reporting Entity with an opportunity to make representations in Person and in writing to the DFSA within the period of fourteen days, or such further period as may be agreed, from the date on which such suspension, or both, was notified; and
    (b) provide a response to any such submission, and make any consequential direction, variation or withdrawal of the notification, without undue delay.

    OSR 6.4.2 Guidance

    When making a representation the procedure in ENF App3 should be followed.

    OSR 6.5 Voluntary suspension

    OSR 6.5.1

    (1) A Reporting Entity may apply to the DFSA to have its Securities suspended from the register of Listed Securities if it believes that there are special circumstances which preclude regular dealings in the Securities.
    (2) An application under (1) must include grounds for the request for the suspension, the duration of the requested suspension, and the nature of the events affecting the Reporting Entity.
    (3) The Reporting Entity must announce the suspension.

    OSR 6.6 Voluntary delisting

    OSR 6.6.1

    A Reporting Entity may voluntarily delist its Securities from the Register of Listed Securities only if it gives the DFSA at least 90 days' advance written notice and if:

    (a) it has or will have at the time of delisting an alternative listing on another Exchange acceptable to the DFSA; or
    (b) where the Securities are the only Securities Listed by the Reporting Entity, it has or will have at the time of delisting secured its removal from Reporting Entity status in accordance with the Markets Law 2004.

    OSR 6.7 Obligations of reporting entities in relation to suspended securities

    OSR 6.7.1

    A Reporting Entity whose Securities are suspended must continue to comply with the Rules applicable to it in respect of these Securities.

    OSR 7 Prospectus Requirements

    OSR 7.1 Application

    OSR 7.1.1

    (1) Sections 7.1 to 7.5 apply to:
    (a) an Offeror who is required under chapter 4 to file a Prospectus with the DFSA; and
    (b) an Issuer who is required under chapter 5 to file a Prospectus with the DFSA.
    (2) Sections 7.1 and 7.6 apply to a Reporting Entity.
    (3) Sections 7.1 and 7.7 apply to a Person who has made an application for Listing.

    OSR 7.2 Contents requirements

    1. Article 15(2) of the Markets Law requires that a Prospectus contain:

    "all information as 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 in the circumstances prescribed in the Offered Securities Rules; and
    (b) the nature of the Securities and the rights attached to those Securities".
    2. The DFSA does not approve Prospectuses. It is for the Person who files the Prospectus (and the Issuer, where different) to ensure that the Prospectus complies with the requirements of this chapter.

    OSR 7.2.1

    An Issuer or Offeror who files a Prospectus must ensure that the Prospectus complies with:

    (a) Article 15(2) of the Markets Law 2004; and
    (b) the requirements specified in this chapter.

    OSR 7.2.2

    (1) An Issuer or Offeror must ensure that the Prospectus contains:
    (a) a summary of the Prospectus at or near the beginning of the document setting out:
    (i) the identity of the Issuer or Offeror;
    (ii) the nature of the Securities and the rights attached to those Securities;
    (iii) the nature of the risks involved in investing in the Securities; and
    (iv) details of all amounts payable in respect of the Securities; and
    (b) the relevant information specified in App2.
    (2) The version of the Prospectus submitted to the DFSA must be marked to indicate where the information required by the applicable paragraphs of App2 has been included. Where subsequent drafts or versions of the Prospectus are submitted, they must be marked to show changes from the previous version submitted.

    OSR 7.2.2 Guidance

    1. An Issuer or Offeror intending to file a Prospectus may apply for a waiver or modification in respect of the relevant requirements by written application to the DFSA where:
    a. the information required by App2 is not available or the Issuer or Offeror, after having exercised reasonable diligence, is unable to obtain the information;
    b. subject to Article 15(2) of the Markets Law 2004, disclosure of the information required by App2 would be unduly detrimental in the circumstances; or
    c. in the opinion of the Issuer or Offeror, the information is insignificant
    In (c), "insignificant" means not significant for the purpose of making an informed assessment under Article 15(2) of the Markets Law 2004.
    2. An Offeror of Securities who is not the Issuer of the Securities will not in general be in a position to satisfy the Prospectus disclosure requirements in relation to the Securities. Accordingly, the Offeror will need to apply for waiver or modification of the Rules with which it cannot comply by virtue of its not being the Issuer.
    3. The DFSA will not generally permit a waiver or modification of its Rules to allow for a Prospectus Offer in such a situation except in exceptional circumstances. In considering any application, the DFSA will not grant a waiver or modification where the resulting Prospectus would not contain full, true and plain disclosure of Material Information that would be reasonably required for the purpose of making an informed Investment decision.
    4. An Issuer or Offeror applying for a waiver or modification in respect of Prospectus requirements is required, in accordance with chapter 14, to complete and submit the appropriate form in PFN and:
    a. identify the contents requirement which it seeks to waive or modify; and
    b. provide a statement of the reasons why it believes the information should not or cannot be disclosed in the Prospectus, or should be disclosed in a modified manner.

    OSR 7.3 General requirements

    OSR 7.3.1

    An Issuer or Offeror filing a Prospectus must ensure that it is presented in a comprehensible form which may be easily analysed.

    OSR 7.3.1 Guidance

    It is important that information be presented as clearly as possible. At a minimum, information should be set out in a logical manner and, if also filed electronically, in a format which allows text searching.

    OSR 7.4 Structure requirements

    OSR 7.4.1

    Subject to section 7.5, an Issuer or Offeror may produce a Prospectus structured as:

    (a) a single document; or
    (b) two documents comprising:
    (i) a Registration Statement; and
    (ii) an Issue Note.

    OSR 7.4.2

    Where an Issuer or Offeror has produced a Prospectus comprising two documents it must ensure that:

    (a) the Registration Statement contains all relevant information relating to the Issuer set out in part 1 of App2; and
    (b) the Issue Note contains all relevant information relating to the Securities as set out in part 2 of App2.

    OSR 7.4.3

    A Registration Statement may form part of a Prospectus in respect of more than one Prospectus Offer, or application for Listing, provided that:

    (a) the Registration Statement includes the most recent set of audited accounts available in respect of the Issuer;
    (b) those accounts relate to a period ending not more than 12 months prior to the relevant Offer; and
    (c) since the date of the Registration Statement, the Reporting Entity filing the Prospectus has complied with its continuing disclosure obligations under chapter 9 relating to the Category of Securities to which the Prospectus relates.

    OSR 7.4.4

    (1) An Issuer or Offeror may produce a single Registration Statement covering more than one Category of Security.
    (2) A Registration Statement produced in this way may be used to List or make Prospectus Offers of any Category of Security, provided that the Registration Statement makes all the required disclosures relating to that Category.

    OSR 7.4.5

    Where an Issuer or Offeror has made a Prospectus Offer or application for Listing using a Registration Statement, an Issue Note must be produced relating to each subsequent Offer or application for Listing for the Prospectus to cover that Offer or issue.

    OSR 7.4.6

    Where a Prospectus contains a Registration Statement produced prior to the date of the Issue Note, an Issuer or Offeror must ensure that the Issue Note:

    (a) states the date of preparation of the Registration Statement; and
    (b) updates any disclosure in the Registration Statement to the extent necessary in order to comply with these Rules by setting out on the front page of the issue note:
    (i) the Internet address at which any subsequent disclosure is available; and
    (ii) an address at which the full text of any such disclosures are made freely available.

    OSR 7.5 Incorporation by reference

    OSR 7.5.1

    (1) Where a requirement under the Rules in this chapter requires disclosure of information in a Prospectus, an Issuer or Offeror filing the Prospectus may incorporate that information by reference to another source of information, provided that:
    (a) the source of information is publicly available on a continuing basis;
    (b) the information is clearly set out and easily accessible in that source;
    (c) the information is in English; and
    (d) the information may be accessed without Charge.
    (2) A reference must also contain sufficient information to allow a recipient of the Prospectus to decide whether to obtain the information or any part of it.

    OSR 7.5.2

    An Issuer or Offeror responsible for filing the Prospectus must provide a copy of any information incorporated by reference under this section free of Charge to any Person who requests it during the period in which applications may be made for the Securities under the terms of the Prospectus.

    OSR 7.6 Notification of significant changes during the Offer period

    OSR 7.6.1

    (1) A Reporting Entity must, if before the Offer period for the Securities to which the Prospectus relates closes:
    (a) there is a significant change affecting any matter disclosed in the Prospectus;
    (b) a significant new matter arises; or
    (c) there is a significant inaccuracy in the Prospectus,
    produce a Supplementary Prospectus, file it with the DFSA and make it available to each Offeree free of Charge until the end of the period during which the Offer remains open.
    (2) If the Prospectus comprises a Registration Statement and Issue Note, then the Supplementary Prospectus must consist of an updated Issue Note.
    (3) For the purpose of (1), "significant" means significant for the purpose of making an informed assessment of the matters mentioned in Article 15(2) of the Markets Law 2004.

    OSR 7.6.2

    If rule 7.6.1 applies then any reference in these Rules to a Prospectus must be read as including reference to a Prospectus as amended by a Supplementary Prospectus unless the context otherwise requires.

    OSR 7.6.3

    A Reporting Entity must ensure that a Supplementary Prospectus:

    (a) is made available in the same media and through the same channels as the original Prospectus; and
    (b) is provided without undue delay to each Person who has subscribed for or offered to purchase the Securities.

    OSR 7.6.4

    When a Supplementary Prospectus has been filed by a Reporting Entity and made available in accordance with rule 7.6.3, the Reporting Entity must:

    (a) inform Offerees of their right to confirm or retract any subscription or Offer made on the basis of the original Prospectus and the manner in which to do so; and
    (b) allow the Offeree a reasonable time in which to retract or confirm its subscription or Offer.

    OSR 7.6.4 Guidance

    What is a reasonable time for this purpose will depend on the circumstances, but in the usual course (absent time pressure due to compliance with listing or Takeover timetables) a minimum of seven days should be given.

    OSR 7.7 Notification of significant changes during the application for listing

    OSR 7.7.1

    (1) A Person who has made an application for Listing must produce a Supplementary Prospectus and file it with the DFSA if, before the Listing is granted:
    (a) there is a significant change affecting any matter disclosed in the Prospectus or any other document submitted to the DFSA;
    (b) a significant new matter arises; or
    (c) there is a significant inaccuracy in the Prospectus or any other document submitted to the DFSA.
    (2) If the Prospectus comprised a Registration Statement and an Issue Note, then the Supplementary Prospectus must consist of an updated Issue Note.

    OSR 7.7.2

    If rule 7.7.1 applies then any references in these Rules to a Prospectus must be read as including reference to a Prospectus as amended by a Supplementary Prospectus unless the context otherwise requires.

    OSR 8 Responsibility For Prospectuses

    OSR 8.1 Application

    OSR 8.1.1

    This chapter applies to any Person specified under rule 8.2.1 as being responsible for a Prospectus.

    OSR 8.2 Responsibility for prospectus

    OSR 8.2.1

    (1) The following Persons are responsible jointly and severally for a Prospectus:
    (a) the Person who filed the Prospectus or who makes an application for Listing in accordance with chapter 5;
    (b) where the Person is a Body Corporate, each Person who is a Director of that Body Corporate at the time when the Prospectus is filed;
    (c) where the Person is a Body Corporate, each Person who is authorised to be named, and is named, in the Prospectus as a Director or as having agreed to become a Director of that body either immediately or at a future time;
    (d) each Person who accepts, and is stated in the Prospectus as accepting responsibility for, or for any part of, the Prospectus;
    (e) each Person who is deemed to accept responsibility for any part of a Prospectus under these Rules; and
    (f) each Person not falling within any of the foregoing paragraphs who has authorised the contents of, or of any part of, the Prospectus.
    (2) A Person who has accepted responsibility for, or authorised, only part of the contents of any Prospectus, is responsible only for that part and only if it is included in (or substantially in) the form and context to which he has agreed.
    (3) Nothing in (1) makes a Person responsible for any part of a Prospectus by reason only of giving advice as to its contents in a professional capacity to a Person specified in (a)-(f) of (1).

    OSR 8.3 Liability for prospectuses

    OSR 8.3.1

    (1) Subject to rule 8.3.2:
    (a) the Person or Persons responsible for a Prospectus are liable to pay compensation to any Person who has acquired the Securities to which the Prospectus relates and suffered loss in respect of them as a result of any untrue or misleading statement in the Prospectus or the omission from it of any matter required to be included by these Rules; and
    (b) a Person who fails to comply with a requirement to produce and disseminate a Supplementary Prospectus is liable to pay compensation to any Person who has acquired any of the Securities in question and suffered loss in respect of them as a result of the failure.
    (2) References in this rule to the acquisition by any Person of Securities include references to his contracting to acquire them or an interest in them.

    OSR 8.3.1 Guidance

    An application for compensation under section 8.3 should be made to the Court.

    OSR 8.3.2

    (1) A Person, with the exception of the Issuer, will not incur any liability under rule 8.3.1 for any loss in respect of Securities caused by any such statement or omission if, at the time when the Prospectus was filed for registration he believed on reasonable grounds, having made such enquiries (if any) as were reasonable, that the statement was true and not misleading or that the matter whose omission caused the loss was properly omitted and:
    (a) he continued in that belief until the time when the Securities were acquired;
    (b) they were acquired before it was reasonably practicable to bring a correction to the attention of Persons likely to acquire the Securities in question;
    (c) before the Securities were acquired 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; or
    (d) the Securities were acquired after such a lapse of time that he ought in the circumstances to be reasonably excused.
    (2) A Person will not incur any liability under rule 8.3.1(1)(a) for any loss in respect of Securities caused by a statement purporting to be made by or on the authority of another Person as an Expert which is, and is stated to be, included in the Prospectus with that other Person's consent at the time when the Prospectus was filed for registration, if he believed on reasonable grounds that the other Person was competent to make or authorise the statement and had consented to its inclusion in the form and context in which it was included and:
    (a) he continued in that belief until the time when the Securities were acquired;
    (b) they were acquired before it was reasonably practicable to bring the fact that the Expert was not competent or had not consented to the attention of Persons likely to acquire the Securities in question;
    (c) before the Securities were acquired he had taken all such steps as it was reasonable for him to have taken to secure that that fact was promptly brought to the attention of Persons likely to acquire the Securities in question; or
    (d) the Securities were acquired after such a lapse of time that, in the circumstances, he ought reasonably to be excused.
    (3) Without prejudice to (1) and (2), a Person will not incur any liability under rule 8.3.1(1)(a) for any loss in respect of any Securities caused by any such statement or omission as is there mentioned if:
    (a) before the Securities were acquired a correction or, where the statement was such as is mentioned in (2), the fact that the Expert was not competent or had not consented had been published in a manner calculated to bring it 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 publication had taken place before the Securities were acquired.
    (4) A Person will not incur any liability under rule 8.3.1(1)(a) for any loss resulting from a statement made by an official Person or contained in a public official document which is included in the Prospectus if the statement is accurately and fairly reproduced.
    (5) A Person will not incur any liability under rule 8.3.1 if the Person suffering 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.
    (6) A Person will not incur any liability under rule 8.3.1(1)(b) if he believed on reasonable grounds that the change, new matter or inaccuracy in question was not such as to call for a Supplementary Prospectus.

    OSR 8.3.3

    An Expert is deemed to accept responsibility for any statement or report reproduced (in whole or in part) in a Prospectus with his consent.

    OSR 8.3.4

    A Person responsible for filing a Prospectus must ensure he keeps a record of any consent received under rule 8.3.3.

    OSR 8.3.5

    Rule 8.3.3 does not relieve an Expert from liability purely by virtue of his not having formally granted consent to reproduction of a report in a Prospectus.

    OSR 8.3.5 Guidance

    In order for an Expert to avoid liability, the DFSA expects that an Expert whose report has been included in a Prospectus without his consent to such an inclusion to notify the DFSA and the Issuer of the Securities of that fact.

    OSR 9 Obligations of Reporting Entities

    OSR 9.1 Application

    OSR 9.1.1 Application

    This chapter applies to a Reporting Entity.

    OSR 9.1.1 Guidance

    1. The term Reporting Entity is defined in the Schedule to the Markets Law as follows:
    "(1) Subject to (2), a Person is a Reporting Entity if:
    (a) the Person has or had Securities admitted to the Register of Listed Securities at any time;
    (b) the Person has filed a Prospectus with the DFSA under Article 15;
    (c) the Person merges with or acquires a Reporting Entity; or
    (d) the Person is declared in writing to be a Reporting Entity by the DFSA.
    (2) A Person is not a Reporting Entity if:
    (a) the Person is a properly constituted government, a government agency, a central Bank or other type of national monetary authority of a country or jurisdiction, a supra-national organisation whose Members are either countries, central Banks or national monetary authorities, a public authority or a State Investment body; or
    (b)
    (i) the Person previously had Securities admitted to the Register of Listed Securities;
    (ii) the Person currently has no Securities admitted to the Register of Listed Securities; and
    (iii) the current holders of at least seventy five per cent of Securities in the Reporting Entity have agreed in writing that the Person is no longer a Reporting Entity; or
    (c) the DFSA so determines."
    2. For the purpose of the exclusion from Reporting Entity status set out in paragraph (2)(b) of the definition, a Person who ceases to be a Reporting Entity by virtue of an agreement of holders of the Securities should notify the DFSA of that fact in order no longer to be treated as a Reporting Entity.

    OSR 9.2 Continuous disclosure

    OSR 9.2.1

    (1) A Reporting Entity must make timely disclosure of the relevant matters set out in part 1 of App3 in accordance with this chapter.
    (2) A Reporting Entity must ensure that its disclosure is complete, true, plain and not misleading, false or deceptive.
    (3) The Reporting Entity must, subject to section 9.3, disclose any matters as soon as reasonably practicable:
    (i) where part 1 of App3 requires public disclosure, by way of an announcement made on the Internet address of the Reporting Entity and by such other means as the DFSA may prescribe; or
    (ii) otherwise, as required by part 1 of App3.

    OSR 9.2.2

    If a Reporting Entity fails to comply with an obligation to disclose any information under this chapter, the DFSA may:

    (a) require the Reporting Entity to disclose the information; or
    (b) take such other steps as it considers appropriate;
    if it considers that to do so would be in the interests of the DIFC.

    OSR 9.2.2 Guidance

    1. Under Article 22 of the Markets Law 2004, a Reporting Entity must make disclosures to the market in the circumstances prescribed by the Offered Securities Rules. This chapter, together with part 1 of App3, sets out the obligations of Reporting Entities to make disclosures and provides Guidance in relation to Price Sensitive Information.
    2. Where a Reporting Entity realises that it has or may have breached its continuous disclosure obligations it should contact the DFSA to discuss the matter and seek Guidance on taking steps to ensure that similar breaches are prevented from recurring.
    3. The continuous disclosure obligations form an essential part of maintaining orderly markets and ensuring acceptable levels of investor protection. Where these obligations are not met and the DFSA considers it appropriate, one or more sanctions (set out in the Enforcement module) may be imposed.
    4. Article 32 of the Markets Law allows the DFSA to vary continuous disclosure requirements if:
    a. at the time of the Offer of Securities in or from the DIFC, a Person has made an Offer of Securities in a jurisdiction other than the DIFC; and
    b. that jurisdiction has substantially the same disclosure requirements as provided in Part 6 of the Markets Law 2004 and the Offered Securities Rules.

    OSR 9.2.3

    (1) A Reporting Entity must not disclose any information it is required to disclose by rule 9.2.1 to any other Person prior to the public disclosure in accordance with rule 9.2.1(3) of such information except in strict confidence to:
    (a) its advisors, underwriters or Sponsors;
    (b) an agent employed to release the information;
    (c) Persons with whom it is negotiating with a view to effecting a Transaction or raising finance, including prospective underwriters or Sponsors of an issue of Securities, providers of finance or loans or the placement of the balance of a rights issue not taken up by shareholders;
    (d) the DFSA or another Financial Services Regulator where such disclosure is necessary or desirable for the regulator to perform its functions;
    (e) a Person to whom the Reporting Entity discloses information in accordance with a lawful requirement; or
    (f) a Person to whom the information is disclosed in the necessary course of the business of the Reporting Entity.
    (2) A Reporting Entity must advise such recipients in writing, prior to them receiving the information, that the information is confidential and that they and any Person privy to the information should not deal in the relevant Securities (or any other Related Investment) before the information has been made available to the public.

    OSR 9.2.4

    A Reporting Entity must nominate two Persons to be its main points of contact with the DFSA in relation to continuing disclosure and other continuous obligations under this chapter.

    OSR 9.3 Disclosure exceptions

    OSR 9.3.1

    (1) A Reporting Entity who intends not to disclose information it is required to disclose under this chapter must notify the DFSA by completing and submitting the appropriate form in PFN and enclosing:
    (a) a confidential report setting out the relevant information that is required to be disclosed under the Rules; and
    (b) the reason why the Reporting Entity believes on reasonable grounds that the relevant information would fall within the grounds prescribed under Article 24(1) of the Markets Law 2004.
    (2) A notification under (1) must be in English, and all documents accompanying the notification must be either in the English language or accompanied by an English translation.

    OSR 9.3.2

    By making a notification under rule 9.3.1 the Reporting Entity undertakes that the application is true, accurate and not misleading and does not omit anything of which the DFSA would reasonably be expected to be made aware of in the circumstances of the case.

    OSR 9.3.3

    A Reporting Entity which has made a notification under rule 9.3.1 in respect of which the DFSA has taken no action must notify the DFSA promptly if:

    (a) there is a material change of circumstances such that the reason for the notification is no longer valid; or
    (b) it becomes aware, or there are reasonable grounds to suspect, that Persons with knowledge of the material change are purchasing or selling Securities or any other Related Investment.

    OSR 9.4 Other continuing obligations

    OSR 9.4.1

    A Reporting Entity must comply with the relevant continuing obligations set out in part 2 of App3, App4 and App5.

    OSR 9.4.1 Guidance

    Where the Reporting Entity cannot comply with a requirement in part 2 of App3, App4 or App5 because it is not the Issuer it may apply to the DFSA for a waiver or modification of the relevant requirement.

    OSR 9.4.2

    (1) The DFSA may by written notice impose additional continuing obligations on a Reporting Entity with immediate effect or from such date and time as may be specified if it is satisfied that it is in the best interests of the DIFC.
    (2) If the DFSA is minded to impose additional continuing obligations and provide an opportunity to make representations on a Reporting Entity, it will notify the Reporting Entity in writing prior to imposing such obligations, unless (3) applies.
    (3) Where the DFSA concludes that any delay likely to arise as a result of allowing a Reporting Entity to make representations would be prejudicial to the interests of the DIFC, it will not provide the Reporting Entity with the prior opportunity to make representations.
    (4) The Regulatory Appeals Committee has jurisdiction to hear and determine any appeal in relation a decision to impose additional continuing obligations on a Reporting Entity.

    OSR 9.4.3

    The DFSA may require a Reporting Entity to appoint a Sponsor to perform such role as set out in chapter 11.

    OSR 9.4.3 Guidance

    In determining whether to require a Reporting Entity to appoint a Sponsor, the DFSA will consider all of the surrounding facts and circumstances of the matter, including, but not limited to, the level of experience and expertise of the management and Directors of the Reporting Entity in respect of compliance with the obligations of a Reporting Entity.

    OSR 10 Disclosure of Interests by Connected Persons

    OSR 10.1 Application

    OSR 10.1.1

    This chapter applies to:

    (a) a Connected Person; and
    (b) a Person when he ceases to be a Connected Person.

    OSR 10.1.1 Guidance

    1. Article 25 of the Market Law 2004 requires disclosures by Connected Persons of a Reporting Entity in relation to Financial Interests in or relating to Reporting Entities.
    2. Under Article 25(5) of the Markets Law 2004, a Person is a Connected Person if:
    a. he is a Director or is involved in the senior management of the Reporting Entity or an Associate Body Corporate of the Reporting Entity;
    b. he owns or beneficially owns voting Securities carrying more than 5% of the votes attached to all voting Securities of the Reporting Entity or an Associate Body Corporate of the Reporting Entity; or
    c. he is a Director of or is involved in the senior management of any Person who owns or beneficially owns voting Securities carrying more than 5% of the votes attached to all voting Securities of the Reporting Entity.

    OSR 10.2 Disclosures of financial interests

    OSR 10.2.1

    For the purpose of Article 25(5)(b) of the Markets Law:

    (a) a Person is deemed to have the Financial Interest of:
    (i) himself;
    (ii) any beneficial interest he holds;
    (iii) any of his Close Relatives;
    (iv) any Person controlled by him;
    (v) any Body Corporate of which he is a Director, or Partnership of which he is a partner; and
    (vi) any Person with whom he acts in concert; and
    (b) a Person is deemed not to have a Financial Interest in (a) if:
    (i) that Person holds the Securities for another Person; or
    (ii) that Person is unaware of his ownership of or entitlement to the Securities because another Person manages his assets.

    OSR 10.2.1 Guidance

    Article 25 provides as follows:

    "(1) A Person who, as the consequence of any event, becomes Connected to and has a financial interest in a Reporting Entity shall file a report with the DFSA within 5 days of the event disclosing any financial interests in Investments in or relating to the Reporting Entity.
    (2) A Person Connected to a Reporting Entity shall file a report with the DFSA within 5 days of the event on the occurrence of any event as a result of which:
    (a) he acquires or ceases to have a financial interest in Investments in or relating to the Reporting Entity;
    (b) the level of financial interest in Investments in or relating to the Reporting Entity in relation to which he has previously filed a report with the DFSA has changed; or
    (c) he ceases to be a Connected Person."

    OSR 10.2.2

    (1) A Person filing a report in accordance with Article 25 of the Markets Law 2004 must complete and submit to the DFSA the relevant form in PFN.
    (2) The report must be accompanied by such documents as are set out in the report form.
    (3) The report may be made public by the DFSA in such manner as it considers appropriate.

    OSR 11 Sponsors

    OSR 11.1 Application

    OSR 11.1.1

    This chapter applies to:

    (a) a Sponsor; and
    (b) a Person upon whom the DFSA has imposed a requirement to appoint a Sponsor.

    OSR 11.1.1 Guidance

    1. Under chapter 4 the DFSA may require an Offeror to appoint a Sponsor, under chapter 5 the DFSA may require an Issuer to appoint a Sponsor and under chapter 8 the DFSA may require a Reporting Entity to appoint a Sponsor.
    2. The appointment of a Sponsor should facilitate the Offeror, Issuer or Reporting Entity's compliance with the relevant Rules.

    OSR 11.2 Appointment of sponsors

    OSR 11.2.1

    (1) Where the DFSA requires a Person to appoint a Sponsor the Person must, prior to making the appointment:
    (a) take reasonable steps to ensure that the proposed Sponsor has the required skills, resources and experience to carry out its obligations under the Rules;
    (b) notify the DFSA of the proposed Sponsor's name and business address; and
    (c) obtain the DFSA's consent to the proposed appointment.
    (2) If requested by the DFSA, a Person must provide the DFSA with information on its appointed or proposed Sponsor with regard to the Sponsor's skills, resources and experience.

    OSR 11.2.2

    (1) A Person must take reasonable steps to ensure that the relevant Employees of the Sponsor are independent of the Person and have appropriately managed any conflict of interest with respect to the Person that may arise.
    (2) A Person must notify the DFSA if it becomes aware, or has reason to believe, that the relevant Employees of the Sponsor are no longer independent of the Person or have a conflict of interest which has not been appropriately managed.

    OSR 11.2.3

    Where a Sponsor appointed by a Person is not suitable in the opinion of the DFSA, or where a Sponsor has not been appointed or has resigned, the DFSA may direct the Person to replace or appoint a Sponsor.

    OSR 11.3 Obligations in relation to offers

    OSR 11.3.1

    When making an Offer, a Sponsor must:

    (a) satisfy itself to the best of its knowledge and belief, having made due and careful enquiry of the Offeror of the Securities and its advisors, that the Offeror has satisfied all applicable conditions for Offering Securities and other relevant requirements;
    (b) provide to the DFSA any information or explanation known to it in such form and within such time limit as the DFSA may reasonably require for the purpose of verifying whether this module is being, and has been, complied with by the Issuer in relation to which it acts as Sponsor; and
    (c) take other steps required in writing by the DFSA.

    OSR 11.4 Obligations in relation to applications for listing

    OSR 11.4.1

    On an application for Listing, a Sponsor must:

    (a) satisfy itself to the best of its knowledge and belief, having made due and careful enquiry of the Issuer of the Securities for Listing and its advisors, that the Issuer has satisfied all applicable conditions for Listing and other relevant requirements;
    (b) satisfy itself to the best of its knowledge and belief that the Issuer is suitable to be listed and that its Directors appreciate the nature of their responsibilities and can be expected to honour their obligations under the Law and Rules.
    (c) provide to the DFSA any information or explanation known to it in such form and within such time limit as the DFSA may reasonably require for the purpose of verifying whether this module is being, and has been, complied with by the Issuer in relation to which it acts as Sponsor; and
    (d) take other steps required in writing by the DFSA.

    OSR 11.5 Obligations in relation to reporting entities

    OSR 11.5.1

    (1) A Sponsor must ensure that a Reporting Entity complies with any applicable provisions in the Markets Law and this module.
    (2) When a Sponsor becomes aware of a failure of the Reporting Entity which he sponsors to comply with its obligations under the Markets Law and this module, he must without undue delay:
    (a) notify the Reporting Entity of the failure and take reasonable steps to ensure it rectifies the failure within a reasonable time; and
    (b) if the Reporting Entity does not or is unable to rectify the failure as soon as practicable:
    (i) notify the DFSA of that fact; and
    (ii) if the continuing obligation is one of disclosure, make the disclosure to the DFSA.

    OSR 11.6 Duty of care of sponsors

    OSR 11.6.1

    A Sponsor has a duty of care to the Person to whom it is appointed.

    OSR 11.7 Co-operation with sponsors

    OSR 11.7.1

    A Person must take reasonable steps to ensure that it and its Employees:

    (a) provide such assistance as the Sponsor reasonably requires to discharge its duties;
    (b) give the Sponsor right of access at all reasonable times to relevant records and information;
    (c) do not interfere with the Sponsor's ability to discharge its duties;
    (d) do not provide misleading or deceptive information to the Sponsor; and
    (e) report to the Sponsor any matter which may significantly affect the financial position of the Undertaking or the price or value of the Securities.

    OSR 11.7.2

    A Sponsor must notify the DFSA of any non co-operation by the Person or its Employees.

    OSR 11.8 Termination of sponsors

    OSR 11.8.1

    Where a Person dismisses its Sponsor, the Person must advise the DFSA in writing without delay of the dismissal, giving details of any relevant facts and circumstances.

    OSR 11.8.2

    Where a Sponsor resigns as Sponsor to a Person, it must advise the DFSA in writing without delay of the resignation, giving details of any relevant facts and circumstances.

    OSR 12 Contraventions, Enforcement and Stop Orders

    OSR 12.1 Application

    OSR 12.1.1

    This chapter applies to every Person to whom the Markets Law 2004 applies and to the same extent in relation to every such Person as that Law.

    OSR 12.1.1 Guidance

    1. Part 9 of the Markets Law 2004 deals with contraventions. Article 54 of the Markets Law provides that the DFSA may apply to the Court or the Financial Markets Tribunal to obtain an order or orders against a Person who has contravened the Markets Law or the Rules as follows:
    "(1) Without limiting the powers of the Court or the Financial Markets Tribunal, either may on the application of the DFSA, make one or more of the following orders in relation to a Person, irrespective of whether a Contravention has occurred or not, if in its opinion, it is in the interest of the DIFC to make the order or orders:
    (a) an order restricting any conduct on such conditions or terms as the Court or the Financial Markets Tribunal thinks fit;
    (b) an order that trading in any Investments cease permanently or for such period as is specified in the order;
    (c) an order that any exemptions contained in the Markets Law or the Rulebook, do not apply permanently or for such period as is specified in the order;
    (d) an order that a Person submit to a review by the DFSA of his practices and procedures and institute such changes as may be directed by the DFSA;
    (e) orders in relation to activities relating to Takeovers, Takeover Offers, mergers or acquisitions of Shares within the DIFC;
    (f) an order that a disclosure be made to the market;
    (g) an order reprimanding a Person described in the order;
    (h) an order that a Person resign one or more positions that the Person holds as a Director or officer of a Company;
    (i) an order that a Person is prohibited from becoming or acting as a Director or officer of any Company;
    (j) an order that a Person is prohibited from making offers of Securities in or from the DIFC;
    (k) an order that a Person is prohibited from being involved in listing companies or Securities within the DIFC;
    (l) an order requiring a Person to disgorge to the DFSA any amounts obtained as a result of the non-compliance with the Markets Law or the Rulebook;
    (m) an order that a release, report, Prospectus, Supplementary Prospectus, Return, financial statement or any other document described in the order:
    (i) be provided by a Person described in the order;
    (ii) not be provided by a market participant described in the order;
    (iii) be amended by a market participant to the extent that amendment is practicable;
    (n) an order that a Person pay a fine; or
    (o) any order that the Court or Financial Markets Tribunal thinks fit, in order to maintain the integrity of the DIFC and ensure an efficient, honest, fair and transparent market.
    (2) The Court or Financial Markets Tribunal may, on the application of the DFSA, make interim and ex parte orders specified in Article 54(1) (a), (b), (c), (d), (e), (f), (m) and (o).
    (3) An order under Article 54(1) and (2) may be subject to such terms and conditions as the Court or the Financial Markets Tribunal may impose."
    2. The purpose of the provisions of part 9, along with the powers of the DFSA set out in the Enforcement module of the Rules is:
    (a) to foster and maintain fairness, transparency and efficiency in the Financial Services industry (namely, the Financial Services and Related activities carried on) in the DIFC;
    (b) to foster and maintain confidence in the Financial Services industry in the DIFC;
    (c) to foster and maintain the financial stability of the Financial Services industry in the DIFC, including the reduction of systemic risk;
    (d) to prevent, detect and restrain conduct that causes or may cause damage to the reputation of the DIFC or the Financial Services industry in the DIFC, through appropriate means including the imposition of sanctions;
    (e) to protect direct and indirect users and prospective users of the Financial Services industry in the DIFC;
    (f) to promote public understanding of the Regulation of the Financial Services industry in the DIFC; and
    (g) to pursue any other objectives as the Ruler may from time to time set under DIFC Law.
    3. The enforcement powers of the DFSA will be exercised in accordance with the DFSA's enforcement philosophy as set out in the Enforcement module (ENF). In summary, the DFSA's enforcement philosophy is:
    (a) to adopt a pro-active approach to enforcement, focusing on reducing the risk of non- compliance with applicable legislation;
    (b) to work closely with home Regulators of international firms to ensure a co-ordinated approach;
    (c) to exercise its enforcement powers only when necessary to ensure that the DIFC is operating fairly and transparently and in such a way as to ensure that it has the confidence of the Financial Services industry and its customers;
    (d) to act fairly, openly and accountably in the exercise of its enforcement powers; (e) to act swiftly and decisively to stop conduct which threatens the integrity of the DIFC, to minimise its effects and to prevent such conduct re-occurring;
    (f) to publish details of enforcement action, but not to publicise the commencement or conduct of investigations.
    4. Where there has been a contravention, the DFSA will use the enforcement powers set out above unless circumstances prevent it.
    5. It should be noted that the enforcement powers set out above may also be exercised against a Director or other officer of any entity that commits a contravention.

    OSR 12.2 Stop orders

    OSR 12.2 Guidance

    1. The DFSA has absolute discretion in its decision to issue a stop order under Article 16 of the Markets Law, and any stop order will have immediate effect unless otherwise specified by the DFSA.
    2. A stop order may be issued where the DFSA is satisfied that an Offer has contravened or would contravene these Rules or the Markets Law. It is not necessary, therefore, that a contravention be established.
    3. If an Offeror does not comply with the provisions of a stop order to which it is subject, the DFSA will be entitled to exercise its enforcement powers in relation to the Offeror and any purchaser or transferee of the Securities to which the stop order relates as it sees fit.
    4. The DFSA has discretion to decide whether it is prejudicial to the interests of the DIFC or participants in the market to provide the opportunity to make representations prior to the issue of a stop order.
    5. In determining whether it is prejudicial to the interests of the DIFC or participants in the market to provide the opportunity to make representations prior to the issue of a stop order, the DFSA will take into account all relevant surrounding circumstances, including, but not limited to, the following:
    (a) the seriousness of any suspected contravention of these Rules or the Markets Law and the steps that need to be taken to correct that contravention;
    (b) the Offeror's conduct in identifying the contravention and taking action in respect thereto; and
    (c) the impact that the issue of a stop order will have on the Offeror's business or on its customers.
    6. Where an opportunity to make representations is afforded, whether before or after the issue of a stop order, the DFSA will provide the Offeror in question with a notice setting out the following information:
    (a) that the DFSA has decided to issue a stop order in relation to the Offeror;
    (b) the DFSA's reasons for its decision;
    (c) that the Offeror may make representations in Person and/or in writing within a specified time from the date of the notice; and
    (d) the name and contact details of the individual exercising the delegated authority of the DFSA in making the decision to issue a stop order.
    7. If the Offeror decides to make no representations, or to make representations in writing, then the DFSA will decide whether to issue the stop order on the basis of the material then available, subject to seeking clarification of any issues that arise from the written submissions.
    8. Should the Offeror wish to make representations in Person, it should notify the DFSA as soon as possible and within the timeframe provided for making representations. The notification should specify matters on which the Offeror wishes to make oral representations, how long the Offeror expects the representations to take and provide the names of any representatives appointed to attend the meeting at which the representations will be made.
    9. If after notifying the DFSA of its intention to make representations in Person, the Offeror chooses not to make those representations, the DFSA will nevertheless decide the matter.
    10. An Offeror may appoint one or more representatives of its choice (who may be legally qualified) to attend the meeting at which representations will be made. The representatives may make or assist in making the representations.
    11. The DFSA will specify a time as soon as is reasonably possible after receiving the notification for the meeting to take place. The DFSA may specify the place the meeting will take place and may specify that it will take place in private. The DFSA may limit the type, length and content of any representations. The DFSA may ask the Offeror or the Offeror's representative at the meeting to clarify any issues arising out of the representations.
    12. Once the DFSA has received submissions in writing or in Person, the DFSA will inform the Offeror without undue delay of:
    (a) its decision;
    (b) the date of effect of the decision; and
    (c) the fact that the Offeror has the right to appeal the decision to the Regulatory Appeals Committee.

    OSR 13 Fees

    OSR 13.1 Fees

    OSR 13.1.1

    This section applies to any Person to whom any provision in this module applies.

    OSR 13.1.2

    Where a Fee is payable for any application to the DFSA pursuant to a rule in this module, the application will not be regarded as submitted until the Fee and any supplementary Fee has been paid in full.

    OSR 13.1.3

    Where an annual Fee or supplementary Fee is due from any Person under a provision of these Rules, the Person must pay it by the date on which it becomes due. If he fails to do so then, without limiting the right of the DFSA to take any other action the sum due shall be increased by 1% for each calendar month, or part of a calendar month, that it remains outstanding beyond the due date.

    OSR 13.1.3 Guidance

    If a Fee is not paid by a Person by the date on which it becomes due, the Person is in breach of a rule and the DFSA is entitled to take action including, but not limited to, taking steps to suspend or cancel Listing.

    OSR 13.1.4

    (1) The DFSA may reduce, waive or refund all or part of any Fee if it considers that, in the exceptional circumstances of a particular case, it would be equitable to do so.
    (2) The DFSA may require a Person to pay to the DFSA a supplementary Fee in circumstances where it expects to incur substantial additional costs in dealing with an application.
    (3) In cases referred to in (2) the DFSA will notify the Person as soon as reasonably possible of the amount of the supplementary Fee.

    OSR 13.2 Application fees

    OSR 13.2.1

    An applicant for Listing, and an Offeror who files a Prospectus, must pay:

    (a) the applicable Fee specified in App7; and
    (b) any supplementary Fee required by the DFSA.

    OSR 13.3 Annual fees

    OSR 13.3.1

    A Reporting Entity must pay to the DFSA:

    (a) the applicable annual Fee specified in App7; and
    (b) any supplementary annual Fee required by the DFSA.

    OSR 13.3.2

    (1) The initial annual Fee must be paid in full to the DFSA within twenty one days of the date on which Listing is granted.
    (2) Subsequent annual Fees must be paid in full to the DFSA on or before the first day of January of any calendar year.

    OSR 13.3.2 Guidance

    In regard to the payment of an annual Fee on or before first day of January, invoices will be issued at least twenty one days before that date.

    OSR 14 Waivers or Modifications

    OSR 14.1 Applications to waive or modify the markets law and rules

    OSR 14.1 Guidance

    Under Article 58 of the Markets Law and Article 25 of the Regulatory Law, the DFSA may waive or modify the application of the Markets Law and Rules.

    OSR 14.1.1

    A Person wishing to seek a waiver or modification of a provision of the Law or Rules as it applies to him, must:

    (a) apply in writing to the DFSA:
    (b) clearly identify the provision in relation to which he seeks a waiver or modification;
    (c) ensure that the application is accompanied by a statement of the reasons supporting the application; and
    (d) pay any prescribed Fee.

    OSR 14.1.2

    In considering the application, the DFSA may:

    (a) carry out any enquiries which it considers appropriate;
    (b) require the applicant to provide additional information in such form as the DFSA considers appropriate;
    (c) require any information furnished by the applicant to be verified in such manner as the DFSA may specify; and
    (d) take into account any information which it considers appropriate in relation to the application.

    OSR App 1 Eligibility Criteria for Listing

    OSR App 1 Part 1: Criteria relating to an applicant

    Item Criterion for eligibility Shares and Warrants over
    Shares
    Debentures and
    Warrants over
    Debentures
    Certificates Other Financial
    Products
    Government
    Securities
    Other Debt
    Instruments
    Shares Debentures Fund Other
    1. The DFSA must be of the view that the applicant and its Securities are suitable for Listing and that there is (or is to be) an adequate and open market in the Securities for which Listing is sought. Where an application is made for Listing in respect of Shares, there must be a minimum free float of 25% of the Listed Shares. X X X X X X X
    2. An applicant must have published audited accounts which cover at least three years, and the period to which the accounts relate must not end more than six months prior to the date of the Listing documents and must be produced using accounting and auditing standards acceptable to the DFSA. These accounts must have been reported on by the auditors without qualification. X   X X X    
    3. The Directors must have appropriate experience and expertise in the business of the Applicant and exhibit high standards of integrity. X   X X X    
    4. An applicant may only issue Convertibles and Warrants over Shares where the total rights from the subscription from Convertibles and Warrants into Shares does not exceed 20% of the outstanding Share capital. X   X        
    5. The applicant must ensure that any requirements of an Authorised Market Institution of which the Securities are to be admitted to trading are fulfilled. X X X X X X X
    6. The applicant of the Certificates must hold on trust (or under equivalent arrangements) for the sole benefit of the Certificate holders the underlying Securities to which the Certificates relate, all rights pertaining to the underlying Securities and all Money and benefits that it may receive in respect of them, subject only to payment of the Remuneration and proper expenses of the Issuer of the Certificates.       X X    
    7. The applicant of the Certificates must operate in a jurisdiction where the underlying Securities would not form part of the issuer's assets on bankruptcy or insolvency. X X       X X    
    8. The applicant of the Certificates in relation to the underlying Securities must have debt or equity listed on an Exchange acceptable to the DFSA.       X X    
    9. Islamic Products

    Where the relevant Securities are held out as being in compliance with Shari'a, the Issuer must:
    (a) appoint a Shari'a Supervisory Board that meets the requirements of a Shari'a Supervisory Board required to be appointed by an Authorised Firm pursuant to the requirements of the Law Regulating Islamic Financial Business, DIFC Law No. 12 of 2004, and any Rules made under that Law as if a reference to Authorised sFirm was a reference to the Issuer; and
    (b) ensure that the Shari'a Supervisory Board advises, in respect of Shari'a compliance, on all aspects of the offering including advice on the information to be provided.
    X X X X X X X

    OSR App 1 Part 2: Criteria relating to securities

    Item Criterion for eligibility Shares and Warrants over
    Shares
    Debentures and
    Warrants over
    Debentures
    Certificates Other Financial
    Products
    Government
    Securities
    Other Debt
    Instruments
    Shares Debentures Fund Other
    10. Any restrictions on transferability which apply to the Securities must be acceptable to the DFSA. X X X X X X X
    11. Convertible Securities may only be listed if they convert into Listed Securities or Securities listed on an Exchange acceptable to the DFSA.     X   X    
    12. Where the Securities provide a Return linked to or determined by reference to another Security, that other Security must:
    (a) be Listed or subject to chapter 9; or
    (b) be Listed or subject to disclosure requirements satisfactory to the DFSA in another jurisdiction.
              X X
    13. The whole Class of Securities to which the Securities belong must be Listed. X X X X X X X
    14. All Securities within a Class of Securities must carry the same rights. X X X X X X X
    15. Listed Securities must fulfil settlement requirements and be admitted to trading on an Authorised Market Institution. X X X X X X X
    16. Holders of Securities must have the right to secure methods of ownership registration. X X X X X X X
    17. Holders of Securities must have specified rights to share in the profits of the Issuer. X       X    
    18. Holders of Shares must be able to vote in Person or by proxy at shareholders' meetings, and equal effect must be given to votes whether cast in Person or by proxy. X            
    Certificates
    19. Certificates must not impose obligations on their Issuer other than to the extent necessary for the protection of the Certificate holders' rights to and the transmission of entitlements of the underlying Securities.       X X    
    20. Neither the underlying Securities nor any such rights, Money or benefits may be, or be liable to be treated as, assets of the Issuer of the Certificates, nor may the Certificates represent liabilities of the Issuer of the Certificates, under the law (including insolvency law) of the place of the Certificate Issuer's incorporation, the place of incorporation of the Issuer of the underlying Securities, the place of issue of the Certificates or the place of administration of the trust or other arrangement under which the underlying Securities are held.       X X    
    21. At the time of an issue of Certificates the payments arising from the underlying Securities must be sufficient to meet the payments required under the Certificates.       X X    

    OSR App 2 Contents of Prospectuses

    OSR App 2 Guidance

    The objective of a Prospectus is to provide information concerning the Issuer that an investor needs in order to make an informed Investment decision. This Appendix sets out specific disclosure requirements that are in addition to the general requirements under Article 15 of the Markets Law 2004 to provide full, true and plain disclosure of all the material facts relating to the Issuer and the Securities to be distributed that will enable the investor to make an informed Investment decision in the circumstances.

    Item Criterion for contents of Prospectus Shares and Warrants over
    Shares
    Debentures and
    Warrants over
    Debentures
    Certificates Other Financial
    Products
    Government
    Securities
    Other Debt
    Instruments
    Shares Debentures Fund Other
    PART 1: INFORMATION ABOUT THE Issuer (REGISTRATION STATEMENT)
    1. As applicable, the full name, registered number, address, jurisdiction, relevant law and date of incorporation of the Issuer. X X X X X X X
    2. If the Issuer is a Member of a Group, a brief description of the Group explaining the Issuer's position within that Group. X   X X X X X
    3. The principal administrative establishment is different from the registered office of the Issuer. X X X X X X X
    4. The date the Prospectus was signed by the Directors in accordance with item 7. In the case of Government Securities, the date the Prospectus was signed by the responsible or relevant authority. X X X X X X X
    5. Brief details of how and on what basis the Securities will be distributed, the names of any advisors and underwriters in relation to the Securities and a statement to the effect that no Securities will be distributed under the Prospectus later than twelve months after the date of the Prospectus. X X X X X X X
    6. Where the Issuer has a fixed life, this must be stated together with the end date. X X X X X X X
    7. A signed statement by the Directors of the Issuer that:
    (a) the Prospectus complies with the Offered Securities Rules and Markets Law 2004; and
    (b) the Directors accept responsibility jointly and severally for the information contained in the Prospectus and believe that there are no other facts, the omission of which, would make the Prospectus or any statement therein misleading or deceptive.
    X   X X X X X
    8. The names, addresses and professional qualifications of the Directors of the Issuer and, where relevant, the Directors of the ultimate Holding Company of the Issuer. X   X X X X X
    9. The names, addresses and professional qualifications of the auditors of the Issuer for the last three years. X   X X X X X
    10. Audited financial accounts of the Issuer of the Securities for three completed financial years prior to the date of the Prospectus prepared in accordance with the International Financial Reporting Standards or other reporting standards acceptable to the DFSA, or where appropriate, AAOIFI standards. Where the Issuer is a Member of a Group which prepares consolidated accounts, the requirement to present individual accounts may be dispensed with, provided that the consolidated accounts are published. Where the Issuer has been created for a special purpose, and does not have the relevant accounting pre-requisites, the requirements may be dispensed with. X   X X X X X
    11. Where more than nine months have elapsed since the end of the financial year to which the most recent audited accounts of the Issuer relate, an interim financial statement covering at least the first six months following the end of that year. X   X X X X X
    12. A statement by the Directors that in their opinion the working capital available to the Issuer is sufficient or, if not, how it is proposed to provide the additional working capital. X     X      
    13. The name, address, professional qualifications of any Expert responsible for an Expert statement or report contained in the Prospectus and the date on which the Expert statement or report was made or produced. Further, the Prospectus shall provide disclosure of any conflicts of interests or perceived conflicts of interests with the Issuer, including the nature and value of any benefit paid by the Issuer to the Expert taking account of: Investments held or to be held, Fees and commissions paid or to be paid to the Expert or persons associated with the Expert. X   X X X X X
    14. In the case of a Property, mineral or scientific research company, a report by an Expert on the assets or rights owned by the Issuer prepared at a date which shall be no later than three months before the date of the Prospectus and disclosure in accordance with item 13 of App2. X   X X X X X
    15. A detailed description of the Issuer's actual and proposed principal activities, stating the main Categories of products sold and services performed. The information should include the following:
    (a) the history of the Issuer;
    (b) a description of the principal activities and business of the Issuer;
    (c) any major customers, suppliers or other material dependencies of the Issuer;
    (d) a description of the relationship between the Issuer and its affiliates;
    (e) relevant Security or principal Investments by the Issuer; and
    (f) where the Issuer belongs to a Group, a brief description of the Group and relevant Material Information in relation to the Group's activities.
    X   X X X    
    16. The Issuer must include the following information:
    (a) a statement as to the Issuer and the Group's material financial and trading position and trading prospects over the next twelve months;
    (b) a statement of any material adverse change in the financial position or trading prospects of the Issuer and the Group since the last audited accounts or later interim statement;
    (c) a summary of the Issuer's annual accounts relating to the last completed financial year; and any significant events that may have had an effect on these accounts.
    X   X X X    
    17. The identity of any Person known to hold more than 5% of the voting Shares of the Issuer. X     X      
    18. Details of the holdings of the Directors or proposed Directors in the voting Shares of the Issuer, and of any contract, borrowings or other arrangement between the Directors or proposed Directors and the Issuer or with other persons to become a proposed Director. X     X      
    19. A summary of the provisions of the constitution of the Issuer with regard to:
    (a) any power enabling a Director to vote on a proposal, arrangement, or contract in which he is materially interested;
    (b) any power enabling the Directors, in the absence of an independent quorum to vote on Remuneration (including pension or other benefits) to themselves or any Members of their body;
    (c) borrowing powers exercisable by the Directors and how such borrowing powers be varied;
    (d) retirement or non-retirement of Directors under an age limit;
    (e) any arrangements by which a single investor or Group of investors may exercise significant influence over the Issuer; and
    (f) any other aspects of the constitution of the Issuer which may be relevant to investors.
    X   X X X X X
    20. Summary of the total of any Options or other rights granted in respect of Shares in the Issuer to any Person, along with an estimate of the number of Shares which would be created if such rights were to be exercised. X     X      
    21. Information on any legal proceedings, current or threatened, which could have a significant impact on the Issuer or Group's position or on the price or value of the Securities. X   X X   X X
    22. An Issuer must disclose any conflicts or potential conflicts of interest that any Connected Persons may have. Any Related party transactions and any disclosures must include, where relevant, all transactions and relationships between the Issuer and any Connected Person, including:
    (a) the parties to the transaction;
    (b) the date of the transaction;
    (c) the relationship of each of the Connected Persons to the Issuer;
    (d) the value of the transaction;
    (e) any Security holder approvals obtained in connection with the transaction; and
    (f) any future transactions involving those parties.
    X   X X   X X
    23. An explanation of any significant matter that investors would reasonably require in relation to the Issuer and the Issuer's jurisdiction. Any such explanation should be given appropriate prominence depending on the nature of the matter concerned and its significance. X   X X X X X
    24. A summary of the Issuer's responsibilities and obligations in respect of the Certificates including the obligations and responsibilities in making certain payments as and when payments on the underlying Securities are received. X     X      
    25. Islamic Products

    Where the relevant Securities are held out as being in compliance with Shari'a:
    (a) the Members of the Shari'a Supervisory Board appointed by the Issuer and which undertook the review of the relevant Securities; and
    (b) details of the qualifications and experience of each of those Shari'a Supervisory Board Members.
    X X X X X X X
    PART 2: INFORMATION ABOUT THE Securities (ISSUE NOTE)
    26. Where the Issuer has already filed a Registration Statement, the latest Issue Note must contain details of any change in the information provided in the Registration Statement which should be highlighted. X X X X X X X
    27.
    (a) The proposed dates for the following in respect of the Securities:
    (i) admission to the Register of Listed Securities by the DFSA;
    (ii) admission to trading on an Authorised Market Institution;
    (iii) admission to listing or trading by a Financial Service Regulator or Exchange in a jurisdiction outside the DIFC; and
    (iv) any other such comparable event.
    (b) The actual dates of any of the following events in respect of the Securities:
    (i) when the Securities were admitted to the register of Listed Securities by the DFSA;
    (ii) when the Securities were admitted to trading on an Authorised Market Institution;
    (iii) when the Securities were Listed or admitted to trading by a Financial Services Regulator or Exchange in a jurisdiction outside the DIFC; and
    (iv) any other comparable event Related to the actual Listing or trading of the Securities.
    X X X X X X X
    28. Terms and conditions in relation to the Issue including:
    (a) the number of Securities offered;
    (b) the price or price range of the Securities;
    (c) the period in which the Securities may be offered, including the opening and closing dates;
    (d) the manner of allocation of Securities to applicants including the manner in which Securities are allotted in the event of over subscription;
    (e) where the Securities to be Offered confer the right to subscribe for new Securities; details of such rights, including a statement of the maximum number of Securities which would be created if the rights were exercised in full;
    (f) proposed date for allotment of Securities;
    (g) details of the current constitution of the share capital and the relevance of the issue of the Securities in relation to the share capital;
    (h) all relevant details of the underwriter and the plan of distribution including the nature of the obligations of the underwriter; and
    (i) in the event of the Offer not proceeding, the details of the procedure and means under which the funds will be returned.
    X X X X X X X
    29. A summary of the nature and the rights attaching to the Securities, including any restrictions on transferability and any arrangements for settlement of transfers. X X X X X X X
    30. Methods of payment for the Securities, particularly as regards the paying up of Securities which are not fully paid or are payable by instalments. X X X X X X X
    31. A description of the manner in which the capital raised by the issue will be used by the Issuer. X   X X X    
    32. Particulars of any commissions or other Fees to be paid by the Issuer in relation to the issue. X   X X X    
    33. A statement in bold, on the front page of the Prospectus as follows:
    (a)
    (i) In the case of a Prospectus relating to an Offer of Unlisted Securities:

    "A copy of this Prospectus has been filed and registered with the Dubai Financial Services Authority (the "DFSA") in accordance with the Markets Law 2004 and the Offered Securities Rules. In accordance with the Rules, the DFSA has no responsibility for reviewing or verifying any documents in connection with the offers of Unlisted Securities. The DFSA has not approved this Prospectus nor has it reviewed or verified the information in it. If you do not understand the contents of this document you should consult an authorised financial advisor"; or
    (ii) In the case of a Prospectus relating to an Offer of Listed Securities:

    "A copy of this Prospectus has been filed and registered with the Dubai Financial Services Authority (the "DFSA") in accordance with the Markets Law 2004 and the Offered Securities Rules. In accordance with the Rules, the DFSA has no responsibility for reviewing or verifying any documents in connection with the offers of Listed Securities. The DFSA has not approved this Prospectus nor has it reviewed or verified the information in it. If you do not understand the contents of this document you should consult an authorised financial advisor"; and
    (b) In the case of a Prospectus relating to a Listing:

    "Application has been made for the admission of the Securities to the Register of Listed Securities maintained by the Dubai Financial Services Authority (the "DFSA"). In connection with the application, a copy of this Prospectus has been filed and registered with the DFSA in accordance with the Offered Securities Rules. If you do not understand the contents of this document you should consult an authorised financial advisor"; and
    (c) Where the relevant Securities are held out as being compliant with Shari'a:

    "A copy of this Prospectus has been filed and registered with the Dubai Financial Services Authority (the "DFSA") in accordance with the Markets Law 2004 and the Offered Securities Rules. In accordance with the Rules, the DFSA has no responsibility for the contents of the Prospectus and has not approved this Prospectus nor has it reviewed or verified the information in it, nor has it determined whether it is Shari'a compliant. If you do not understand the contents of this document you should consult an authorised financial adviser".
    X X X X X X X
    34. The identity of the seller of the Securities where the Person making the Offer is not the Issuer. X X X X X X X
    35. The nature of the risks involved in investing in the Securities including:
    (a) the material risks associated with investing in the Issuer, and where applicable, any risks associated with the assets to be acquired using the proceeds of the distribution;
    (b) the effect that the material risks may have on the Issuer together with a discussion of how the risk could affect the business, operating results and financial condition of the Issuer;
    (c) any steps proposed by the Issuer to mitigate or manage the risks; and
    (d) general and specific risks relating to the industry or jurisdiction in which the Issuer operates.
    X   X X X X X
    36. Sufficient information to enable a Person to form an opinion concerning the creditworthiness of the Issuer including earnings coverage ratio and relevant credit ratings.     X   X    
    37. If the Securities are asset backed, describe all the material attributes of the asset backed Securities, including:
    (a) the asset backing the product;
    (b) rate of interest or stipulated yield or any premium;
    (c) the date for repayment of the principal Return of capital;
    (d) provisions for permitting or restricting the issuance of additional securities;
    (e) the nature, order and priority of the entitlements of holders; and
    (f) any events, covenants, standards or pre-conditions that may impact on payments or distributions to be made to the investor.
        X   X    
    38. An indication of the legislation under which the Certificates and the underlying Securities have been created and of the courts of competent jurisdiction in the event of litigation including details of the consequences of an event of default occurring on the underlying Securities.       X X    
    39. An indication of the possibility of obtaining the conversion of the Certificates into the underlying Securities, the procedure for such conversion, and Commission and costs involved with such a conversion.       X X    
    40. The provisions relating to the exercise of and benefit from the rights attaching to the underlying Securities, in particular voting rights. The conditions on which the Issuer of the Certificates may exercise such rights and measures envisaged to obtain the instructions of the Certificate holders and the right to share in profits and any liquidation surplus.       X X    
    41. The names and addresses of the paying agents and trustees and fiscal agents in relation to the creation of the Certificate.       X X    
    42. Details of any Bank or other guarantees attached to the Certificates and intended to underwrite the Issuer's obligations.       X X    
    43. The amount of the commissions and costs to be borne by Certificate holders in connection with the payment of coupons or other income and the creation of additional Certificates.       X X    
    44. An indication of the tax arrangements with regard to any taxes and Charges to be borne by Certificate holders and levied in the jurisdictions where the Certificates are issued.       X X    
    45. Where the Securities are of a specialist nature, the underlying Securities must be listed on an Exchange acceptable to the DFSA.       X X    
    46. Confirmation that under the laws governing the Issuer's activities the underlying Securities would not form part of the Issuer's assets in the event of bankruptcy or insolvency and that there is no Credit Risk to the Issuer attaching to the Certificates.       X X    
    47. The names of Banks with which the main accounts relating to the underlying Securities are held.       X X    
    48. Where the relevant Securities are held out as being in compliance with Shari'a:
    (a) the opinion of the Shari'a Supervisory Board in respect of whether the Securities are Shari'a compliant;
    (b) a description of the structure of the underlying Transaction and an explanation of the flow of funds; and
    (c) the disclosures required by the Shari'a Standards published from time to time by AAOIFI in respect of Investment Sukuks insofar as are applicable.
    X X X X X X X

    OSR App 3 Continuing Obligations

    OSR App 3 Part 1: Disclosure Relating to the Issuer

    Item Event Requirements Time Shares and Warrants over
    Shares
    Debentures and
    Warrants over
    Debentures
    Certificates Other Financial
    Products
    Government
    Securities
    Other Debt
    Instruments
    Shares Debentures Fund Other
    PRICE SENSITIVE INFORMATION
    1.
    (a) Material developments that are as regards the Securities not public knowledge and which may be Price Sensitive;
    (b) Any material change in the business, financial condition, performance or expectation of performance that may be Price Sensitive; and
    (c) Impending or strategic developments or matters in the course of negotiations where there is reason to believe that a breach of confidence has or is likely to occur in relation to Price Sensitive Information.
    Public disclosure of the development or change as the case may be, including all Price Sensitive Information relating to it. Without delay. X   X X X X X
    2. Belief that a breach of confidence has occurred or is likely to occur in relation to Price Sensitive Information (for example, evidenced by a press article or share price movement). Disclosure to the DFSA of the breach (or likely breach), the matter to which it relates and the text of an announcement containing all information relating to the matter that would be required to be disclosed if a breach has occurred. Without delay. X X X X X X X
    The Board
    3. Any change to the Board of the Issuer including:
    (a) The appointment of a new Director of the board;
    (b) The resignation, retirement or removal of an existing Director; and
    (c) Changes to any important functions or executive responsibilities of a Director.
    Public disclosure of:
    (a) The effective date of the change (if it has been decided);
    (b) Whether the position is executive or non- executive; and
    (c) The nature of any functions responsibility of the position.
    Without delay. X     X   X  
    4. Information in respect of a new Director appointed by an Issuer, unless such details have already been disclosed Public disclosure of:
    (a) All directorships past or present held by the Director in any other Company in the previous five years;
    (b) The professional qualifications and experience of the Director;
    (c) Whether the Director is to be regarded as independent by the Issuer;
    (d) Details of the process by which the Director was selected;
    (e) Any unspent convictions relating to serious criminal offences;
    (f) Any bankruptcies or individual voluntary arrangements of the Director;
    (g) Any compulsory liquidations, creditors voluntary liquidations, company voluntary arrangements, receivership or any composition or arrangement with its creditors generally or any Class of its creditors of any Issuer where such an individual was a Director at the time of or within the 12 months preceding such events;
    (h) Any public criticisms or disqualifications of the individual by statutory or regulatory authorities and whether the individual has ever been disqualified by a Court from acting as a Director of a Company or from acting in the management or conduct of the affairs of any Company or, if there are no such details to be disclosed, that fact.
    (a) If not disclosed in item 3(a), then within 7 days of the appointment of the relevant Member of the Board becoming effective.
    X     X   X  
    5. Where the Issuer has appointed a Shari'a Supervisory Board, details of any changes to the membership of the Shari'a Supervisory Board. Public disclosure of:
    (a) the identity, qualifications and experience of any new Shari'a Supervisory Board members;
    (b) the identity of any Shari'a Supervisory Board Members who resign or are dismissed;
    (c) the effective date of the change; and
    (d) reasons for the change in membership.
    Without delay. X   X X X X X
    6. A breach of the Directors' Dealing Code Disclosure to the DFSA of the nature, content and details of the breach. Without delay.   X X X X X X
    Business of the Issuer
    7. Large transactions:
    (a) The making or any significant change to any material Investments outside the ordinary course of business of the Issuer (being any Investments equal to or greater than 5 per cent of the book value of the existing net assets of the Issuer) or the purchase of long term assets for a significant amount; or
    (b) the incurring of any material change to any significant debt outside the usual and ordinary course of business of the Issuer (being debt with an amount equal to or greater than 5 per cent of the book value of the existing net assets of the issuer).
    Public disclosure relating to:
    (a) Any decision to enter into such a transaction;
    (b) Any significant change affecting any matter contained in an earlier disclosure, or new matter which would have been required to be mentioned in the earlier disclosure if it had arisen prior to the date of that disclosure; and
    (c) as full description of the event, activity Transaction proposed or effected as the case may be.
    Without delay. X     X   X  
    RELATED PARTY TRANSACTIONS
    8. A Transaction which results in:
    (a) an acquisition or realisation of assets by a Reporting Entity or any of its subsidiaries including the exercise by the Reporting Entity or any of its subsidiaries on option granted to it to acquire or realise assets, from or to a Connected Person;
    (b) an acquisition or realisation by a Reporting Entity or any of its subsidiaries of an interest in any company, a Substantial Shareholder of which is, or is proposed to be, a Director, or Controller of the acquiring or realising Reporting Entity or any of its subsidiaries or an Associate of such Director, or Controller of the Reporting Entity or any of its subsidiaries;
    (c) the grant by a Reporting Entity or any of its subsidiaries of an option to a Connected Person to acquire or dispose of assets or to subscribe for new Securities of the Reporting Entity or any of its subsidiaries, other than under an Employee share scheme;
    (d) an Issue by a Reporting Entity or any of its subsidiaries of new Securities for cash to a Connected Person;
    (e) a Reporting Entity or any of its subsidiaries taking an interest in another company any part of the share capital of which has been, or is to be, acquired whether by subscription or otherwise by a Director or Controller or an Associate of any of them of the Reporting Entity or of any of its subsidiaries when the Reporting Entity's or its subsidiaries' interest is to be either one of a fixed income nature or shareholding to be acquired on less favourable terms than those granted to the Director or Controller or an Associate of any of them;
    (f) a Director or Controller or an Associate of any of them of the Reporting Entity or any of its subsidiaries subscribing a shareholding in another company on anything other than arm's length terms, the Reporting Entity or any of its subsidiaries having previously taken and not disposed of an interest in the other company;
    (g) a Transaction, a principal purpose or effect of which, is the granting of financial assistance either:
    (i) by a Reporting Entity or any of its subsidiaries to a Connected Person, excluding the granting of financial assistance upon normal commercial terms in the ordinary and usual course of business but including the granting of financial assistance to a company in which the Reporting Entity or any of its subsidiaries and a Person who is a Connected Person otherwise than by reason only of his shareholding in the company in question are both shareholders, whether Reporting Entities, proportional share of the financial assistance is greater than its proportional shareholding in such company or, in the case of a guarantee, where the guarantee given by the Reporting Entity is a joint and several guarantee;
    (ii) by a Connected Person to a Reporting Entity or any of its subsidiaries, excluding the granting of financial assistance upon normal commercial terms or better which is received by the Reporting Entity or any of its subsidiaries in the ordinary and usual course of its business;
    (i) the grant of an indemnity by a Reporting Entity or any of its subsidiaries to, or for the benefit of, a Connected Person excluding in the case of a Bank, the granting of an indemnity upon normal commercial terms in the ordinary and usual course of business; and
    (j) a Reporting Entity or any of its subsidiaries giving Security over any of its assets to a Connected Person in respect of a loan made to the Reporting Entity or any of its subsidiaries.
    Public disclosure of nature, content and details of any Related party transactions. Without delay. X     X   X  
    Listing Criteria
    9. Failure to meet the Eligibility Criteria as set out in App1. Disclosure to the DFSA of details of the criterion which the Issuer no longer meets or it is believed it not longer meets, together with grounds for the belief where appropriate. Without delay. X X X X X X X
    10. Change of full name and any other changes, including change of registered number or office, address, jurisdiction and constitution of the Issuer. Public disclosure of details of the change. Without delay. X X X X X X X
    Disclosures relating to Securities of the Issuer
    11. Any decision to declare, recommend or pay any dividend or to make any other distribution on the Securities. Public disclosure of the decision, including the rate and amount of and record date for the dividend or other distribution. Without delay and in any event no later than 5 days prior to the record date. X X X X X X X
    12. Any decision not to declare, recommend or pay any dividend which would otherwise have been expected to have been declared, recommended or paid in the normal course of events. Public disclosure of the decision together with grounds for the decision. Without delay and in any event at least 5 days prior to the date of distribution. X X X X X X X
    13. Disclosures required to be made under chapter 10, in relation to Connected Persons. Public disclosure of the details required by the prescribed form. Without delay on receiving a notification under chapter 10. X X X X X X X
    Financial Information
    14. Annual report, and annual financial statements. The annual report must be included which sets out in respect of the financial year to which it relates:
    (a) a review of operations during the year and the results of those operations;
    (b) details of any significant changes in the Reporting Entity's State of affairs during the financial year;
    (c) the Reporting Entity's principal activities during the year and any significant changes in the nature of those activities during the year;
    (d) details of any matter or circumstance that has arisen since the end of the year that has significantly affected or may significantly affect:
    (i) the Reporting Entity's operations in future financial years;
    (ii) the results of those operations in future financial years; or
    (iii) the Reporting Entity's State of affairs in future financial years; and
    (e) likely developments in the Reporting Entity's operations in future financial years and the expected results of those operations.
    The annual financial statements must be prepared by an independent, competent and qualified auditor in accordance with the International Financial Reporting Standards, or other reporting standards acceptable to the DFSA or where appropriate, AAOIFI standards.
    The annual financial statements must be independently audited in accordance with the standards published by IAASB or where appropriate, AAOIFI.
    A statement by the auditors that the accounts give a true and fair view of the State of the Reporting Entity's affairs, profit and loss and additional information as may be required.
    As soon as possible after the accounts have been approved but no later than 120 days after the end of the financial period. X X X X X X X
    15. Corporate Governance Code and the Annual report and accounts (Shares only). Disclosure to the shareholders of a statement of how the Issuer has applied the principles of the Corporate Governance Code, which provides an explanation which enables its Shareholders to evaluate how they have been applied. As soon as possible after the accounts have been approved but no later than 120 days after the end of the financial period. X     X      
    16. Preliminary financial results. Public disclosure of preliminary financial results. Without delay, but no later than 30 minutes before the market opens on the day after Board approval. X     X      
    17. Interim financial statements. An Issuer must publish a half yearly financial statement for the first six months of each financial year or period.

    If the figures have either been audited or reviewed by the auditors, comments to this effect should be included.
    Without delay and in any event no later than sixty days of the end of the period to which the statement relates. X     X   X X
    18. Change of accounting Reference Date. Public disclosure of previous and proposed accounting Reference Date, and reasons for the change. Without delay. X   X        
    19. Second interim financial report on change of accounting Reference Date. On a change of accounting Reference Date extending the new accounting period to more than 14 months a second interim report must be publicly disclosed and notified to the DFSA in respect of either:
    a) the period up to the old accounting reference date; or
    b) up to a period which is up to a date not more than six months prior to the new accounting Reference Date.
    Within four months of the period under review. X   X        
    Matters relating to the capital of the Issuer
    20. New issues of Securities. Public disclosure of the Class, number, date of issue, and consideration received for the issue of the Securities and the relevant details of the Issue in respect of share capital. Without delay. X   X X X X X
    21. Changes to the nature and rights attaching to Listed Securities or Securities into which they convert. Public disclosure of the Class of Securities to which the changes apply, the date on which the changes become effective, confirmation that consent of the holders of the Securities (and any other holders of Securities) has been obtained (and the date that such consent was obtained) and any other relevant details. Without delay. X   X X X X X
    22. Results of new issues. Public disclosure of confirmation of the results of the issue. Without delay. X   X X X X X
    Decisions submitted to and approved by holders of Securities
    23. Events requiring consent of holders of Securities under App4. Public disclosure of:
    (a) nature, details, contents and effect of the relevant event, activity or transaction;
    (b) any material change affecting any matter contained in an earlier disclosure.
    Without delay. X   X X X X X
    Other communications required under the Rules
    24. Any resolution passed by the Directors of the Issuer other than a resolution concerning ordinary business of the Issuer. Public disclosure of the resolution. Without delay. X     X      
    25. Any announcement, notice, document or communication required under the Rules. Public disclosure of the announcement, notice, document or communication. Without delay. X X X X X X X
    Insolvency/winding up
    26. Insolvency/winding up:
    (a) the presentation of any winding-up petition, the making of any winding up order or the appointment of an administrator, liquidator or the commencement of any proceedings under the Insolvency Law in respect of the Issuer, its Holding Company or any major Subsidiary; or
    (b) the passing of any resolution by the Issuer, its Holding Company or any major Subsidiary that it be wound up by way of members' or creditors' voluntary winding-up, or the occurrence of any event or termination of any period of time which would cause a winding-up.
    Public disclosure of the:
    (a) time and date of the presentation, order, appointment, resolution or other event;
    (b) identity of the petitioner or other Person at whose instigation the event occurs;
    (c) Court or tribunal responsible for making any order; or
    (d) administrator or liquidator appointed.
    Without delay. X X X X X X  
    Equivalent information and overseas listings
    27. An Issuer of Listed Securities that has the same Class of Securities:
    (a) listed on an Exchange outside the DIFC; or
    (b) which are subject to public disclosure under another jurisdiction's Securities regulator.
    Public disclosure. Without delay. X X X X X X X
    28. An Issuer of Listed Securities that has the same Class of Securities:
    (a) listed on an Exchange outside the DIFC; or
    (b) which are subject to public disclosure under another jurisdiction's Securities regulator,

    must disclose any suspension from listing or delisting of the Listed Securities.
    Public disclosure. Without delay. X   X X X X X
    29. Any change of the Issuer of Certificates representing Securities must be notified. Public disclosure. Without delay.       X X    
    30. Any change of custodian or depositary must be notified. Public disclosure. Without delay.       X X    

    OSR App 3 Guidance

    Price Sensitive Information

    1. This document provides Guidance on the interpretation of the continuing obligations relating to Price Sensitive Information.
    2. The DFSA recognises the importance to the market of accurate, up-to-date information about Reporting Entities. Reporting Entities are therefore required to disseminate unpublished Price Sensitive Information without delay as part of the "continuing obligations" of Reporting Entities under the Offered Securities Rules.
    3. A Reporting Entity must ensure that any Price Sensitive Information is given to the public as a whole and must take all reasonable care to ensure that such information is sufficiently detailed and not misleading, false or deceptive. The information must be released without delay and in the manner required by chapter 9 of the Offered Securities Rules.

    Identifying Price Sensitive information

    4. Price Sensitive Information is information which is liable to lead to substantial movement in the price of Listed Securities or (in the case of Debentures) to affect significantly the ability of the Issuer to meet its commitments. The Reporting Entity is itself best placed to determine whether information is liable to lead to substantial movement in the price of its Securities, as what constitutes Price Sensitive Information will vary widely according to circumstances.
    5. Reporting Entities must disclose Price Sensitive Information without delay. In practice, a short period before announcing Price Sensitive Information is permitted where a Reporting Entity is affected by an unexpected event and the Reporting Entity needs to clarify the situation so that any information released is accurate and not misleading. Where there is a danger of information leaking out in the meantime, the Reporting Entity should make a holding announcement giving an outline of the subject matter of the announcement, the reasons why a full announcement cannot yet be made and Undertaking to give a full announcement as soon as possible.

    Information which is not public knowledge

    6. The Offered Securities Rules require information to be disclosed to the public by way of an announcement made on the web-site of the Reporting Entity and by such other means as the DFSA may prescribe.
    7. Price Sensitive Information that is already available to the public, such as interest rate changes, does not need to be announced unless it has an unexpected or unusual effect on the Reporting Entity.
    8. The obligation to announce Price Sensitive Information is not discharged where a Fee must be paid for access to the information or it is not a matter of general knowledge that the information can be obtained. In cases of doubt a Reporting Entity should consult with the DFSA.

    Exemptions from the duty to disclose information

    9. Article 24 of the Markets Law provides exemptions to the requirement to provide disclosure of information where disclosure would be unduly detrimental to the interests of the Reporting Entity or where the information to be disclosed is commercially sensitive. Reporting Entities should ensure that any such information is kept confidential within the Reporting Entity. In these circumstances, the Reporting Entity should deliver without delay to the DFSA a notification requesting nondisclosure as set out in rule 9.3 of the Offered Securities Rules.

    Persons to whom Price Sensitive Information may be disclosed

    10. Under rule 9.2.3 of the Offered Securities Rules, a Reporting Entity may only give information that is Price Sensitive, in strict confidence, to its advisors, an agent employed to release the information, Persons with whom it is negotiating with a view to effecting a Transaction or raising finance or where the information is disclosed in the necessary course of business of the Reporting Entity. It is likely that Price Sensitive Information will be made known to certain Employees of the Reporting Entity. A Reporting Entity must put in place procedures to ensure that Employees do not disclose such information, whether or not inadvertently, and that Employees are adequately trained in the handling of Price Sensitive Information.

    Framework for the handling of Price Sensitive information

    11. Responsibility for a Reporting Entity's overall policy on the handling of Price Sensitive Information lies with the Directors of the Reporting Entity. Whilst responsibility for compliance with the continuing obligations set out in the Offered Securities Rules lies with the Reporting Entity, Directors should be aware that they may be held personally liable for breach of these rules. The enforcement procedures set out at chapter 12 of the Offered Securities Rules may be implemented against them.
    12. Reporting Entities should have a consistent procedure for assessing whether information is Price Sensitive and should clearly identify those within the Reporting Entity who are responsible for the communication of this information to the public.
    13. Reporting Entities should put in place arrangements for maintaining the confidentiality of Price Sensitive Information before announcement. This should include adequate training for Employees in the handling, distribution and announcement of Price Sensitive Information as appropriate. Reporting Entities should guard against the risk of Price Sensitive Information seeping into the public domain through leaked internal briefings or via trade journals for example. Where the Reporting Entity considers that this is likely to occur, an announcement should be made.

    Inadvertent disclosure on a selective basis

    14. In situations where the Reporting Entity will be open to questioning that may be designed to elicit or may have the effect of eliciting Price Sensitive Information (such as during shareholders' meetings or dealing with analysts or journalists), the Reporting Entity should plan in advance how it will respond to such questions. If the Reporting Entity intends to disclose Price Sensitive Information at such a meeting, an announcement must be made before or at the same time as the meeting.
    15. Where Price Sensitive Information is given to, for example, an analyst or journalist, it will have been disclosed on a selective basis and therefore the Reporting Entity will be in breach of its continuing obligation of disclosure. The Reporting Entity should ensure that a full announcement is made to the public as soon as it becomes aware of the inadvertent disclosure.

    Correction of inaccurate or misleading information

    16. Where a Reporting Entity has made a public announcement such as a profit forecast, and the Reporting Entity becomes aware that there is likely to be a material difference between the forecast and the true outcome, the Reporting Entity should make an announcement correcting the forecast as soon as possible.
    17. Reporting Entities whose Securities are listed in the same Class in more than one jurisdiction should ensure that the release of announcements containing Price Sensitive Information is co-ordinated across jurisdictions. If the requirements for disclosure are stricter in another jurisdiction than in the DIFC, the Reporting Entity must ensure that the same information is released in the DIFC as in that jurisdiction.
    18. Reporting Entities should not delay an announcement in the DIFC in order to wait for a market to open in another jurisdiction.

    OSR App 3 Part 2: Other Obligations

    Item Event Requirements Time Shares and Warrants over
    Shares
    Debentures and
    Warrants over
    Debentures
    Certificates Other Financial
    Products
    Government
    Securities
    Other Debt
    Instruments
    Shares Debentures Fund Other
    Equality of treatment of investors
    30. Treatment of investors. An Issuer of Shares must ensure equality of treatment in respect of all holders of Shares who are in the same position in respect of all rights attaching to them. At all times. X     X      
    31. Treatment of investors. An Issuer of Debt Instruments must ensure equality of treatment of all holders of Debt Instruments of the same Class in respect of all rights attaching to them. At all times.   X X   X    
    32. Reduction of capital. An Issuer may only purchase its own Shares or reduce its capital if:
    (a) the purchase or reduction does not materially prejudice the Issuer's ability to pay creditors;
    (b) it obtains the consent set out in App4; and
    (c) prior to the meeting seeking the consent referred to in (b) files with the DFSA the notice of meeting and any accompanying documents relating to the purchase or reduction of capital.
    At all times. X     X      
    33. Issue of Shares. An Issuer of Shares must provide pre-emption rights under which, on an issue of Shares for cash by it or by a Subsidiary, prior Shareholders are offered any Shares to be issued in proportion to their existing holdings prior to the Shares being offered to third parties, unless the specific issue of Shares without preemption rights is authorised by Shareholders by resolution. At all times. X     X      
    Communications with holders of Securities
    34. Any event in relation to which holders of Securities have voting or other rights. An Issuer must ensure that all the necessary facilities and information are available to enable holders of its Securities to exercise their rights.

    In particular it must:
    (a) inform holders of Securities of the holding of meetings which they are entitled to attend;
    (b) enable them to exercise their right to vote, where applicable;
    (c) eliminate any impediments to cross border voting; and
    (d) publish notices or distribute circulars giving information on the allocation and payment of dividends and interest, the issue of new Securities, including arrangements for the allotment, subscription, renunciation, conversion or Exchange of the Securities, and redemption or repayment of the Securities.
    At all times. X X X X X X X
    35. Any event in relation to which holders of bearer Securities have voting or other rights. If it is required to communicate with holders of bearer Securities, the Issuer must publish an advertisement/disseminate the communication in accordance with the requirements of the DFSA. At all times. X X X X X X X
    36. Notices of meetings in relation to Securities. A proxy form must be sent with the notice convening a meeting of holders of Securities to each Person entitled to vote at the meeting. At the same time as the sending of the notice. X X X X X X X
    37. Paying agency. An Issuer must have appointed a paying agent (which may be the Issuer itself). At all times. X   X X X X X
    Directors' Obligations
    38. Directors' key functions. The Directors must carry out the following key functions in relation to the Issuer:
    (a) Reviewing and guiding corporate strategy, major plans of action, risk policy, annual budgets and business plans; setting performance objectives; monitoring implementation and corporate performance; and overseeing major capital expenditures, acquisitions and divestitures;
    (b) Monitoring the effectiveness of the Issuer's governance practices and making changes as needed;
    (c) Monitoring and managing potential conflicts of interest of management, Board Members and shareholders, including misuse of corporate assets and abuse in Related party transactions;
    (d) Ensuring the integrity of the Issuer's accounting and financial reporting systems and that appropriate systems of control are in place, in particular, systems for risk management, financial and operational control, and compliance with the law and relevant standards;
    (e) Overseeing the process of disclosure and communications.
    At all times. X   X X X X  
    39. Compliance with the Directors' Dealing Code. An Issuer must:
    (a) Require its Directors and any other persons subject to the application of the Directors' Dealing Code to comply with that Code;
    (b) Make all Directors and any persons subject to the application of the Directors' Dealing Code aware of their obligations under that Code, and regularly remind its Directors and those persons of their obligations; and
    (c) maintain written records, both of the request for clearance to deal and of the grant or refusal of such clearance.
    At all times. X X X X X X X

    OSR App 4 Consent of Holders of Securities

    OSR App 4 Part 1: Events Requiring Consent of Holders of Securities

    OSR App 4 A4.1.1

    A Reporting Entity must obtain the consent of the holders of the Securities as specified in the column headed "Threshold for Decision" before Undertaking the action referred to in the column headed "Event" in the table below.

    Item Event Threshold for
    decision
    Shares and Warrants over
    Shares
    Debentures and
    Warrants over
    Debentures
    Certificates Other Financial
    Products
    Government
    Securities
    Other Debt
    Instruments
    Shares Debentures Fund Other
    1. Alteration of the constitutional documents of the Issuer.

    Any alteration of the memorandum of association, articles of association, bye-laws or other Instrument constituting the Issuer.
    Majority. X     X   X  
    2. Alteration of Share capital.
    (a) Any alteration to the authorised Share capital of the Issuer; or
    (b) Any increase in the issued Share capital of the Issuer.
    Majority. X     X      
    3. Variation of Class rights.

    Any alteration of the rights of a Class of Securities.
    Majority of the Class varied and majority of any Class negatively affected. X X X X X X X
    4. Purchase of own Shares and approval or contract to purchase own Shares.
    (a) Purchases by an Issuer, or on its behalf, of its own Shares or of any other of its Securities.
    (b) Allotments of Shares to an Issuer (by virtue of it holding treasury shares) as part of a capitalisation or bonus issue and all sales, transfers out of treasury and cancellations of treasury Shares.
    75% X     X      
    5. Reduction of Share capital.

    Any reduction in the authorised or issued share capital of the Issuer.
    75% X     X   X  
    6. Giving of financial assistance to a Director.

    The giving of financial assistance:
    (a) by a Reporting Entity or any of its subsidiaries to a Connected Person, excluding the granting of financial assistance upon normal commercial terms in the ordinary and usual course of business but including the granting of financial assistance to a company in which the Reporting Entity or any of its subsidiaries and a Person who is a Connected Person otherwise than by reason only of his shareholding in the company in question are both shareholders, whether Reporting Entities, proportional share of the financial assistance is greater than its proportional equity interest in such company or, in the case of a guarantee, where the guarantee given by the Reporting Entity is a joint and several guarantee; or Majority.
    (b) by a Connected Person to a Reporting Entity or any of its subsidiaries, excluding the granting of financial assistance upon normal commercial terms or better which is received by the Reporting Entity or any of its subsidiaries in the ordinary and usual course of its business.
    Majority. X     X   X  
    7. Approval of Board members' service contracts over three years.

    Any entry of an Issuer into a service contract with a Board Member with a duration of over three years.
    Majority. X     X   X  
    8. Approval of any equity component of Directors' or Employees' compensation schemes. Majority. X     X      
    9. Giving Drectors authority to allot Shares.

    Any authorisation by the Issuer of the Board to allot Shares.
    Majority. X     X      
    10. Approval of substantial Property transactions.

    Any acquisition or realisation of assets (including Securities) by a Reporting Entity where:
    (a) the value of the assets being acquired or realised represents fifty per cent or more of the assets or consolidated assets, as the case may be, of the acquiring or realising group;
    (b) the net profit (after deducting all Charges except taxation and excluding extraordinary items) attributable to the assets being acquired or realised as disclosed in the latest published, audited accounts represents fifty per cent or more of such net profit of the acquiring or realising group;
    (c) the aggregate value of the consideration given or received represents fifty per cent or more of the assets or consolidated assets, as the case may be, of the acquiring or realising group; or
    (d) the value of the equity issued as consideration by the acquiring Issuer represents fifty per cent or more of the value of the equity previously in issue.
    Majority. X     X   X  
    11. Approval of Related party transactions.
    (a) the Issuer agreeing to acquire or dispose or acquiring or disposing (whether by a single Transaction or series of transactions) of assets to or from a Director or a substantial shareholder of the Issuer, or an Associate of either of them, where the amount involved is greater than [5] per cent of the book value of the existing net assets of the Group; or
    (b) the Issuer agreeing to acquire or dispose or acquiring or disposing (whether by a single Transaction or series of transactions) of an interest in a Company a substantial shareholder of which is a Director or substantial shareholder of the Issuer, or an Associate of either of them, where the amount involved is equal to or greater than [5] per cent of the net book value of the existing net assets of the Group;
    (c) Any series of transactions within a 12 month period which collectively fall or would fall within (a) or (b); or
    Provided that the following do not require approval:
    (d) the issue of new Securities for cash or pursuant to the exercise of conversion or subscription rights attaching to Securities where existing Shareholders have had the opportunity to subscribe for such Securities;
    (e) a sale of treasury Shares where existing Shareholders have had the opportunity to subscribe for such Securities; or
    (f) transactions made in accordance with an Employees' share scheme or long-term incentive scheme.
    Majority. X     X     X
    12. Disapplication of pre-emption rights on issue of Shares.

    The disapplication of pre-emption rights of Shareholders on an issue of Shares by the Issuer.
    Majority. X     X      
    13. Voluntary liquidation.

    The placing of the Issuer into voluntary liquidation.
    Majority. X           X

    OSR App 4 Part 2: Events Giving Rise to the Right of Holders of Securities to

    Item Event Threshold for
    decision
    Shares and Warrants over
    Shares
    Debentures and
    Warrants over
    Debentures
    Certificates Other Financial
    Products
    Government
    Securities
    Other Debt
    Instruments
    Shares Debentures Fund Other
    14. Right to removal/appointment of a Board Member. Majority. X     X      
    15. Removal of an auditor. Majority. X     X      

    OSR App 5 Corporate Governance and Directors' Dealings

    OSR A5.1 Reporting entity's obligations

    OSR A5.1.1

    (1) A Reporting Entity that issues Shares must take reasonable steps to ensure that it and its Directors comply with the requirements in part 1 of App5.
    (2) A Reporting Entity that deals in Securities must take reasonable steps to ensure that it, its Directors, Associates and Connected Persons comply with the requirements set out in part 2 of App5.

    OSR App 5 Part 1: Corporate governance code applying to reporting entities who issue shares

    The Board

    1. A Reporting Entity must be headed by an effective Board which must lead and control the Issue of Shares.
    2. There should be a clear division of responsibilities at the head of the Reporting Entity which will ensure a balance of power and authority, such that no one individual has unfettered powers of decision.
    3. The Board should include a balance of executives and non-executives (including independent non-executives) such that no individual or small Group of individuals can dominate the board's decision taking. To achieve this, at least fifty per cent of Board Members must be non-executives. The Board must comprise of at least two independent Directors.
    An independent Director is a Director who can contribute objectively and significantly to the decision making of the Board free of any affiliation, conflict or influence from others.
    4. The Board should establish committees, each including at least one non-executive, independent Director, to deal with nomination and compensation of Directors. When committees of the Board are established, their mandate, composition and working procedures should be well defined and disclosed by the Board.
    5. The Board should be supplied in a timely manner with information in a form and of a quality appropriate to enable it to discharge its duties.
    6. There should be a formal and transparent procedure for the appointment of new Board Members to the Board.
    7. All Board Members should be required to submit themselves for re-election at regular intervals and at least every three years.
    8. Board Members should disclose to the Board whether they, directly, indirectly or on behalf of third parties, have a material interest in any Transaction or matter directly affecting the Reporting Entity.
    9. Board Members should act on a fully informed basis, in good faith, with due diligence and care, and in the best interest of the Reporting Entity and the shareholders. The Board should apply high ethical standards.
    10. Where Board decisions may affect different shareholder Groups differently, the Board should treat all shareholders fairly.
    11. Board Members should be able to commit themselves effectively to their responsibilities.

    Remuneration of Board members

    12. Levels of Remuneration of Board Members should be sufficient to attract and retain the Board Members needed to run the Reporting Entity successfully, but the Reporting Entity should avoid paying more than is necessary for this purpose. A proportion of executive Board members' Remuneration should be structured so as to link rewards to corporate and individual performance.
    13. The Reporting Entity must establish a formal and transparent procedure for developing policy on executive Remuneration and for fixing the Remuneration packages of individual Board Members. No Board Member should be involved in deciding his or her own Remuneration.
    14. The Reporting Entity's annual report must contain a statement of Remuneration policy and details of the Remuneration of each Board Member. Shareholders should have the opportunity to make their views on the policy known to the Board.

    Relations with shareholders

    15. Reporting Entities must be ready, where practicable, to enter into a dialogue with institutional shareholders based on the mutual understanding of objectives.
    16. Boards should use the AGM to communicate with private investors and encourage their participation. Shareholders should have the opportunity to ask questions of the Board, to place items on the agenda of general meetings and to propose resolutions (subject to reasonable limitations in the discretion of the board).
    17. Where shareholder votes are cast by custodians or nominees, the votes should be cast in a manner agreed upon with the Beneficial Owner of the Shares.
    18. Shareholders should be allowed to consult with each other on issues concerning their basic shareholder rights, subject to exceptions to prevent abuse.
    19. Minority shareholders should be protected from abusive actions by, or in the interest of, controlling shareholders acting either directly or indirectly, and should have effective means of redress.

    Financial reporting and controls

    20. The Board should present a balanced and understandable assessment of the Reporting Entity's position and prospects.
    21. The Board should maintain a sound system of internal control to safeguard shareholders' Investment and the Reporting Entity's assets.
    22. The Board must establish an audit committee, comprised of a majority of independent Directors, at least one of which has financial expertise.

    Information disseminated to the public

    23. Channels for disseminating information to shareholders and to the public should provide for equal, timely and cost-efficient access to relevant information by users.
    24. The Reporting Entity's corporate governance framework should address and promote the provision of analysis or advice by analysts, brokers, rating agencies and others, that is relevant to decisions by investors, free from material conflicts of interest that might compromise the integrity of their analysis or advice.

    OSR App 5 Part 2: Directors' dealing code

    1. Prohibition of dealing on the basis of short term considerations

    A Director must not deal in any Securities of the Reporting Entity on considerations of a short term nature. A Director must take reasonable steps to prevent any dealings by or on behalf of any Associate in any Securities of the Reporting Entity on considerations of a short term nature.
    2. Dealing with Price Sensitive Information

    A Director must not deal in any Securities of the Reporting Entity at any time when he is in possession of Price Sensitive Information in relation to those Securities, or otherwise where clearance to deal is not given under this appendix.

    Where a Person may not deal in Securities under this paragraph, he also may not deal in any Derivatives of the Securities of the Reporting Entity.
    3. Clearance to deal

    No Director or Associate must deal in any Securities of the Reporting Entity (or deal in any Investment whose underlying substantially relates to, or whose Return is substantially determined by reference to, Securities of the Reporting Entity) without advising the chairman or one or more other Directors designated for this purpose in advance and receiving clearance. The chairman, or other designated Director, must advise the Board in advance at a Board meeting, or advise another designated Director, and receive clearance from the Board or designated Director, as appropriate.
    4. Circumstances for refusal

    A written record must be maintained by the Reporting Entity of the receipt of any advice received from a Director. Written confirmation from the Reporting Entity that such advice and clearance (if any) have been recorded must be given to and kept by the Director concerned.
    5. Dealings by Connected Persons and Investment managers

    A Director or Connected Person must (so far as is consistent with his duties of confidentiality to his Reporting Entity) seek to prohibit any dealing in Securities of the Reporting Entity or Investments covered by paragraph 2 at a time when the Director is in possession of unpublished Price Sensitive Information in relation to the relevant Securities and would be prohibited from dealing:
    (a) by or on behalf of any Person Connected with him or his Associate or relative; or
    (b) by an Investment Manager on his behalf or on behalf of any Associate where either he or his Associate has funds under management with that Investment Manager, whether or not discretionary.
    6. Duties of directors

    A Director must advise all Persons and Investment managers identified in paragraph 5 above:
    (a) of the name of the company or Reporting Entity of which he is a Director;
    (b) of any periods when the Director knows he is not himself free to deal in Securities of the Reporting Entity under the provisions of these Listing Rules unless his duty of confidentiality to the Reporting Entity prohibits him from disclosing such periods; and
    (c) that they must advise him immediately after they have dealt in Securities of the Reporting Entity or Related Investments.
    7. Special circumstances

    The grant of Options by the Board of Directors under an Employee share scheme to individuals who are not Directors may be permitted during a period in which the Director cannot deal if such grant could not reasonably be made at another time and failure to make the grant would indicate that the Reporting Entity was in a prohibited dealing period.

    The chairman or other designated Director may allow the exercise of an option or right under an employees' share scheme, or the conversion of a Convertible Security, where the final date for the exercise of such option or right, or conversion of such Security, falls during any period in which the Director cannot deal and the Director could not reasonably have been expected to exercise it at an earlier time when he was free to deal.

    Where an exercise or conversion is permitted, the chairman or other designated Director may not, however, give clearance for the sale of Securities acquired pursuant to such exercise or conversion.

    A Director may enter into a scheme under which Securities of the Reporting Entity:
    (a) are purchased pursuant to a regular standing order or direct debit arrangement; or
    (b) are acquired by way of a standing election to reinvest dividends or to other distributions received.
    8. Guidance on other dealings - activities subject to this appendix

    For the avoidance of doubt, subject to paragraph 9 the following constitute dealings for the purposes of this appendix and are consequently subject to its provisions:
    (a) dealings between Directors and/or Employees of the Reporting Entity;
    (b) off-market dealings; and
    (c) transfers for no consideration by a Director other than transfers where the Director retains an interest.
    9. Guidance on other dealings - activities not subject to this appendix

    Notwithstanding the definition of dealing in paragraph 8, the following dealings are not subject to the provisions of this appendix:
    (a) undertakings or elections to take up entitlements under a rights issue or other Offer (including an Offer of Shares in lieu of a cash dividend);
    (b) the take up of entitlements under a rights issue or other Offer (including an Offer of Shares in lieu of a cash dividend);
    (c) allowing entitlements to lapse under a rights issue or other Offer (including an Offer of Shares in lieu of a cash dividend);
    (d) the sale of sufficient entitlements nil-paid to allow take up of the balance of the entitlements under a rights issue;
    (e) undertakings to accept, or the acceptance of, a Takeover Offer under the DFSA Takeover Rules;
    (f) dealing by a Director with a Person whose interest in Securities is to be treated as the Director's interest including but not limited to Director's relatives;
    (g) the cancellation or surrender of an option under an employees' share scheme.

    OSR App 6 List of Exempt Offerors Pursuant to rule 2.4.3

    (1) Properly constituted governments, government agencies, central Banks or other national monetary authorities of the following countries or jurisdictions:
    (a) Canada, France, Germany, Italy, Japan, United Kingdom, United States, Russian Federation;
    (b) Organisation for Economic Co-operation and Development (OECD) Member countries;
    (c) Member countries of the Gulf Co-operation Council (GCC); or
    (d) Emirates of the United Arab Emirates.
    (2) Supranational organisations whose Members are either countries, central Banks or national monetary authorities of the countries or jurisdictions mentioned in (1).
    (3) The International Monetary Fund and the World Bank.
    (4) Any other country or jurisdiction that may be approved as an Exempt Offeror by the DFSA.

    OSR App 7 Offered Securities Rules and DFSA Fees

    Investment Offer Application Fee (prospectus filing Listing Application Fee Listing Annual Fee Offer Application Fee and Listing Application Fee for DIFC offers and DIFC Listings only
    Prospectus offers of Shares, Share Certificates and Share Warrants $20000 $20000 $10000 $30000
    Prospectus Offer Debentures, Debenture Certificates, Share Warrants $10000 $10000 $5000 $15000
    Prospectus offers of Funds $10000 $10000 $5000 $15000
    Exempt Offers of Securities $0 $10000 $5000 $15000