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  • Markets Rules (MKT) [VER15/07-19]

    • MKT 1 Introduction

      • MKT 1.1 Application

        • MKT 1.1.1

          (1) The Rules in this module (MKT) are made for the purposes of the Markets Law 2012 and apply to every PersonG to whom that legislation applies.
          (2) Without limiting the generality of (1), this module applies to:
          (a) a PersonG making an Offer of Securities to the PublicG except in relation to UnitsG of a FundG ;
          (b) a PersonG applying to have Securities admitted to trading on an Authorised Market InstitutionG ;
          (c) a PersonG specified in Rule 2.10.1 as liable for the content of a ProspectusG ;
          (d) a Reporting EntityG ;
          (e) a PersonG who is a Related PartyG ;
          (f) a PersonG who is a Restricted PersonG ;
          (f) a PersonG who is a Connected PersonG ; and
          (g) a PersonG appointed as a sponsor, compliance adviser or other expert adviser of a Reporting EntityG .
          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

          • MKT 1.1.1 Guidance

            See Article 49(1) of the Markets Law for appointment of sponsors, compliance advisers and other advisers for Reporting EntitiesG upon a direction by the DFSAG .

            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

        • MKT 1.1.2

          Where a RuleG prescribes a requirement on a Reporting EntityG or an UndertakingG , each DirectorG , PartnerG or other PersonG charged with the management of that Reporting EntityG or UndertakingG must take all reasonable steps within its control to secure compliance with the requirement by the Reporting EntityG or UndertakingG .

          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

        • MKT 1.1.3

          Where a RuleG prescribes a requirement relating to a DirectorG , PartnerG or EmployeeG of a Reporting EntityG or an Undertaking:

          (a) the DirectorG , PartnerG or EmployeeG , as the case may be, must take all reasonable steps within his control to secure compliance with the requirement; and
          (b) the Reporting EntityG or UndertakingG must take all reasonable steps to ensure compliance with the requirement by the DirectorG , PartnerG or EmployeeG .
          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

          • MKT 1.1.3 Guidance

            Application to listed funds

            1. Where UnitsG of a FundG are admitted to trading on an Authorised Market InstitutionG , such a FundG is a Listed FundG . A reference to a Reporting EntityG in relation to a Listed FundG is a reference to the Fund ManagerG of that FundG , unless another PersonG has been declared by the DFSAG as the Reporting EntityG of the Fund.
            2. Accordingly, any obligations of a Reporting EntityG of a Listed FundG are, unless the context requires otherwise, obligations imposed on the Reporting EntityG in respect of the Listed FundG (see Article 38(2) of the Law). Therefore, the obligations imposed by this Law and the RulesG apply to the Governing BodyG of the Reporting EntityG and to every member of the Governing BodyG in the manner specified in Rules 1.1.2 and 1.1.3.

            Waivers and modifications

            3. The DFSAG may, pursuant to Article 9 of the Law, waive or modify the application of the provisions in the Law where it considers appropriate or desirable in the interests of the DIFCG to do so and, in accordance with the procedures set out in Guidance 4 below.
            4. Generally, the DFSAG will exercise the Article 9 power sparingly and only in circumstances where there is a clearly demonstrated case for granting a waiver or modification of the Law, such as:
            a. to alleviate any undue regulatory burden on a PersonG in complying with the requirements in the Law in circumstances where investor protection intended by the relevant provisions is not reduced; or
            b. to apply to a PersonG upon request (i.e. on a consent basis) the provisions of the Law which, without a modification, will not apply to that PersonG . For example, an Exempt OfferorG (i.e. a PersonG such as a government or government instrumentality included in the DFSA'sG Exempt Offeror ListG in App5) who is not subject to the ProspectusG disclosure and the liability regime in the Law and the RulesG may apply to the DFSAG for a modification to Article 14 of the Law so that it can make a Prospectus OfferG of its SecuritiesG in accordance with the relevant Prospectus disclosure and liability regime in the Law and the RulesG .
            5. The DFSAG also has the power, pursuant to Article 25 of the Regulatory Law 2004, to waive or modify the RulesG . The Regulatory Policy and Process (RPP) module gives further information on how to seek a waiver or modification.
            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
            [Amended] DFSA RM120/2013 (Made 14th July 2013). [VER4/07-13]

      • MKT 1.2 Overview of the Module

        • MKT 1.2 Guidance

          Offers of securities — chapter 2

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

          Governance of Reporting EntityG — chapter 3

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

          Market disclosure — chapter 4

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

          Accounting periods, financial reports and auditing — chapter 5

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

          Listed funds — chapter 6

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

          Sponsors and compliance advisers — chapter 7

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

          Systems and controls — chapter 8

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

          Listing Rule — chapter 9

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

          Transitional provisions — chapter 10

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

      • MKT 1.3 General

        • MKT 1.3.1

          A reference in this MKT module to:

          (a) "the Law", is a reference to the Markets Law 2012;
          (b) "this module", is a reference to this MKT module; and
          (c) "Rules", except where otherwise provided, is a reference to the RulesG in this module.
          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

        • MKT 1.3.2

          Where a Reporting EntityG is referred to in this module as a Reporting EntityG in respect of a specified class of SecuritiesG , it is a reference to a PersonG who has become a Reporting EntityG by:

          (a) making an Offer of Securities to the PublicG ; or
          (b) having SecuritiesG admitted to trading on an Authorised Market InstitutionG ,

          of that particular specified class of SecuritiesG .

          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

      • MKT 1.4 Interpreting the Rulebook

        • MKT 1.4 Guidance

          Interpretation

          1. Every provision in the RulebookG must be interpreted in the light of its purpose. The purpose of any provision is to be gathered first and foremost from the text of the provision in question and its context among other relevant provisions.
          2. When this section refers to a provision, this means every type of provision, including RulesG and GuidanceG .
          3. Where reference is made in the RulebookG to another provision of the RulebookG or other DIFCG legislation, it is a reference to that provision as amended from time to time.
          4. Unless the contrary intention appears:
          a. words in the RulebookG importing the masculine gender include the feminine gender and words importing the feminine gender include the masculine; and
          b. words in the RulebookG in the singular include the plural and words in the plural include the singular.
          5. If a provision in the RulebookG refers to a communication, notice, agreement, or other document 'in writing' then, unless the contrary intention appears, it means in legible form and capable of being reproduced on paper, irrespective of the medium used. Expressions related to writing must be interpreted accordingly.
          6. Any reference to 'dollars' or '$' is a reference to United States Dollars unless the contrary intention appears.
          7. Unless stated otherwise, a day means a calendar day. If an obligation falls on a calendar day which is either a Friday or Saturday or an official StateG holiday in the DIFCG , the obligation must take place on the next calendar day which is a business day.

          Defined terms

          8. Defined terms are identified throughout the RulebookG by the capitalisation of the initial letter of a word or of each word in a phrase and are defined in the Glossary (GLO). Unless the context otherwise requires, where capitalisation of the initial letter is not used, an expression has its natural meaning.
          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
          [Amended] DFSA RM120/2013 (Made 14th July 2013). [VER4/07-13]

      • MKT 1.5 Complaints Against the DFSA

        • MKT 1.5 Guidance

          1. A PersonG who feels he has been adversely affected by the manner in which the DFSAG has carried out its functions may make a complaint to the DFSAG about its conduct or the conduct of its EmployeesG .
          2. A complaint must be in writing and should be addressed to the Chief ExecutiveG of the DFSAG . The complaint will be dealt with by the DFSAG in a timely manner.
          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

    • MKT 2 Offer of Securities

      • MKT 2.1 Application

        • MKT 2.1.1

          This chapter applies to:

          (a) a PersonG who makes or intends to make an Offer of Securities to the PublicG in or from the DIFCG other than in respect of UnitsG ;
          (b) a PersonG who makes an application to have any SecuritiesG other than UnitsG admitted to trading on an Authorised Market InstitutionG ; and
          (b) any PersonG specified in section 2.10 as a PersonG liable for the content of a ProspectusG .
          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

          • MKT 2.1.1 Guidance

            1. By virtue of Article 10(1) of the Law, a PersonG making an Offer of Securities to the PublicG in relation to UnitsG of a FundG is exempt from the requirements in Part 2 of the Law and the RulesG made for the purposes of that Part which deal with ProspectusesG .
            2. Article 10(2) of the Law requires a PersonG having or intending to have UnitsG of a FundG admitted to trading on an Authorised Market InstitutionG to comply with Part 2 of the Law and the RulesG made for the purposes of that Part in the manner and circumstances prescribed in the RulesG . Chapter 6 contains the requirements that apply to a PersonG who applies to have, or has or had, UnitsG admitted to trading on an Authorised Market InstitutionG .
            4. The DFSAG has the power, pursuant to Article 12(1) of the Law, to prescribe certain communications to be Exempt CommunicationsG . Such communications are not subject to the prohibition in Article 14(1) of the Law as they fall outside the definition of an "Offer of Securities to the PublicG " in Article 12(1) of the Law.
            4. The DFSAG also has the power under Article 14(3) of the Law to prescribe certain types of:
            a. Offers of Securities to the PublicG as "Exempt OffersG ", and
            b. SecuritiesG to be "Exempt SecuritiesG ".
            Exempt OffersG and Exempt SecuritiesG are not subject to the prohibition in Article 14(1) of the Law and hence do not require a ProspectusG .
            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

      • MKT 2.2 Exempt Communications

        • MKT 2.2 Guidance

          Exempt CommunicationsG are not Offers of Securities to the PublicG and therefore do not attract the ProspectusG requirements in the Law and RulesG .

          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

        • MKT 2.2.1

          For the purposes of Article 12(c) of the Law, in addition to the Exempt CommunicationsG specified in the Law, a communication is hereby prescribed by the DFSAG as an Exempt CommunicationG if it is made:

          (a) in connection with the trading of SecuritiesG that are listed and traded on a Regulated ExchangeG ; and
          (b) in the ordinary course of business of an Authorised FirmG or Recognised MemberG .
          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

      • MKT 2.3 Exempt Offers

        • MKT 2.3 Guidance

          This section prescribes the type of offer that is an Exempt OfferG . The prohibition in Article 14(1)(a) of the Law does not apply to such offers. Accordingly, a PersonG may make an Offer of Securities to the PublicG in the circumstances specified in this RuleG without a ProspectusG .

          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

        • MKT 2.3.1

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

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

        • MKT 2.3.2

          Where any SecuritiesG , which were previously the subject of an Exempt OfferG , are subsequently offered to the public, such a subsequent offer will be regarded, for the purposes of Part 2 of the Law and the RulesG made for the purposes of that Part, as a separate and new Offer of Securities to the PublicG , unless that offer meets one of the criteria in Rule 2.3.1.

          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

        • MKT 2.3.3

          An offer of SecuritiesG remains an Exempt OfferG even if the offer falls in whole or part within more than one of the circumstances specified in Rule 2.3.1, as long as all of the offer falls within at least one of those circumstances.

          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

          • MKT 2.3.3 Guidance

            1. In Rule 2.3.1(b), it is the number of offers made, rather than the actual issues or sales resulting from such offers, that would be relevant for the purposes of the exemption so that mass marketing to potential investors in or from the DIFCG cannot be undertaken.
            2. In considering whether a document referred to in (h) or (i) contains all the relevant information, the DFSAG will take into account the information required under Part 2 of the Law and the RulesG in this chapter.
            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
            [Amended] DFSA RM120/2013 (Made 14th July 2013). [VER4/07-13]
            [Amended] DFSA RM171/2016 (Made 10th February 2016). [VER8/04-16]

      • MKT 2.4 Exempt Securities

        • MKT 2.4 Guidance

          1. Exempt SecuritiesG are SecuritiesG which a PersonG can have admitted to trading on an Authorised Market InstitutionG without a ProspectusG .
          2. The prohibition in Article 14(1)(b) of the Law does not apply, subject to the requirement in Rule 2.4.2, to the admission to trading on an Authorised Market InstitutionG of SecuritiesG that are Exempt SecuritiesG under Rule 2.4.1.
          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
          [Amended] DFSA RM171/2016 (Made 10th February 2016). [VER8/04-16]

        • MKT 2.4.1

          For the purposes of Article 14(3)(b) of the Law the DFSAG hereby prescribes the types of SecuritiesG that are Exempt SecuritiesG :

          (a) SharesG representing, over a period of 12 months, less than 10 per cent of the number of SharesG of the same class already admitted to trading on the same Authorised Market InstitutionG ;
          (b) SharesG issued in substitution for SharesG of the same class already admitted to trading on the same Authorised Market InstitutionG , if the issue of the SharesG does not involve any increase in the issued capital;
          (c) SecuritiesG offered in connection with a TakeoverG by means of an exchange offer, if a document is available containing information which is regarded by the DFSAG as being equivalent to that of a ProspectusG ;
          (d) SecuritiesG offered, allotted or to be allotted in connection with a merger, if a document is available containing information which is regarded by the DFSAG as being equivalent to that of the ProspectusG ;
          (e) SecuritiesG offered, allotted or to be allotted in connection with a rights issue if:
          (i) the SecuritiesG are of the same class as the SecuritiesG already admitted to trading on the same Authorised Market InstitutionG ; and
          (ii) a document is made available containing information on the number and nature of the SecuritiesG and the reasons for and details of the offer;
          (f) SharesG offered, allotted or to be allotted to existing shareholders free of charge, or in respect of dividends paid out in the form of SharesG of the same class as the SharesG in respect of which the dividends are paid, if:
          (i) the SharesG are of the same class as the SharesG already admitted to trading on the same Authorised Market InstitutionG ; and
          (ii) a document is made available containing information on the number and nature of the SharesG and the reasons for and details of the offer;
          (g) SecuritiesG offered, allotted or to be allotted to an existing or former director or EmployeeG , or any Close RelativeG of such a director or EmployeeG , of the IssuerG or a member of the same GroupG as the IssuerG and if:
          (i) the SecuritiesG are of the same class as the SecuritiesG already admitted to trading on the same Authorised Market InstitutionG ; and
          (ii) a document is made available containing information on the number and nature of the SecuritiesG and the reasons for and detail of the offer;
          (h) SharesG resulting from the conversion or exchange of other SecuritiesG or from the exercise of the rights conferred by other SecuritiesG , if the SharesG are of the same class as the SharesG already admitted to trading on the same Authorised Market InstitutionG ; or
          (i) SecuritiesG already admitted to trading on another Authorised Market InstitutionG or Regulated ExchangeG ("the other market"), where:
          (i) the SecuritiesG , or SecuritiesG of the same class, have been admitted to trading and continuously traded on the other market for more than 18 months;
          (ii) the ongoing obligations for trading on that other market have been complied with; and
          (iii) the PersonG requesting the admission to trading of the Securities under this exemption makes a summary document in the English language which is approved by the DFSAG in accordance with the requirements in section 2.6 and published:
          (A) containing the information set out in Rule 2.5.2(1)(b) and such other information as the DFSAG may require;
          (B) stating where the most recent and current ProspectusG , if any, can be obtained; and
          (C) specifying where the financial information published by the IssuerG pursuant to its ongoing disclosure obligations of the other market is available.
          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
          [Amended] DFSA RM120/2013 (Made 14th July 2013). [VER4/07-13]
          [Amended] DFSA RM212/2018 (Made 22nd February 2018). [VER11/04-18]

          • MKT 2.4.1 Guidance

            In considering whether a document referred to in (c) or (d) contains all the relevant information, the DFSAG will take into account the information required under Part 2 of the Law and the RulesG in this chapter.

            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

        • MKT 2.4.2

          All SecuritiesG in a class of SecuritiesG admitted to listing and trading including pursuant to Rule 2.4.1 must be traded on an Authorised Market InstitutionG or a Regulated ExchangeG .

          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
          [Amended] DFSA RM120/2013 (Made 14th July 2013). [VER4/07-13]

      • MKT 2.5 Prospectus Structure and Content

        • MKT 2.5 Guidance

          Where the term "Prospectus OfferG " is used in this section in reference to a PersonG , such a PersonG is either making an Offer of Securities to the PublicG or seeking to have SecuritiesG admitted to trading on an Authorised Market InstitutionG (see the definition of the term "Prospectus OfferG " in Article 14(4)(a) of the Law).

          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

        • MKT 2.5.1

          (1) A PersonG making a Prospectus OfferG may, subject to section 2.9, produce a ProspectusG structured either as:
          (a) multiple documents comprising:
          (i) a SummaryG ;
          (ii) a Registration StatementG ; and
          (iii) a Securities NoteG ; or
          (b) a single document containing a SummaryG and all the information required to be included in the Registration StatementG and Securities NoteG .
          (2) For the purposes of Article 15(2) of the Law, the ProspectusG must:
          (a) present information in a form which is comprehensible and easy to analyse;
          (b) contain the documents and information specified in (1)(a) or (b) as are applicable; and
          (c) in the case of an Offer of SecuritiesG to the Public, have an application form that meets the requirement in Rule 2.5.6.
          (3) Without prejudice to the general disclosure required under Article 15 of the Law, the PersonG producing the ProspectusG must ensure that the ProspectusG contains:
          (a) the statements and information required to be included in the SummaryG , as prescribed in Rule 2.5.2;
          (b) all the information relating to the IssuerG , as required to be included in a Registration StatementG as set out in App1 section A1.1;
          (c) all the information relating to the SecuritiesG , as required to be included in a Securities NoteG as set out in App1 section A1.2; and
          (d) a prominent disclaimer in bold, on the front page of the ProspectusG , as follows:
          "The DFSAG does not accept any responsibility for the content of the information included in the ProspectusG , including the accuracy or completeness of such information. The liability for the content of the ProspectusG lies with the IssuerG of the ProspectusG and other PersonsG , such as ExpertsG , whose opinions are included in the ProspectusG with their consent. The DFSAG has also not assessed the suitability of the SecuritiesG to which the ProspectusG relates to any particular investor or type of investor. If you do not understand the contents of this ProspectusG or are unsure whether the SecuritiesG to which the ProspectusG relates are suitable for your individual investment objectives and circumstances, you should consult an authorised financial advisor."
          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
          [Amended] DFSA RM120/2013 (Made 14th July 2013). [VER4/07-13]

        • MKT 2.5.2

          (1) The PersonG producing the ProspectusG must, subject to (2), ensure that the SummaryG is at or near the beginning of the ProspectusG and sets out in a clear, concise and easy to understand manner:
          (a) statements that:
          (i) the SummaryG should be read as an introduction to the ProspectusG and any decision to invest in the SecuritiesG should be based on consideration of the ProspectusG as a whole; and
          (ii) civil liability may arise on the basis of the SummaryG but only if the SummaryG is misleading, inaccurate or inconsistent, when read in conjunction with the other parts of the ProspectusG , or fails to provide the Key InformationG specified in (b); and
          (b) the Key InformationG relating to:
          (i) the risks associated with and essential characteristics of the IssuerG , and guarantor if any, of the SecuritiesG , including their assets, liabilities and financial position;
          (ii) the risks associated with and essential characteristics of the relevant Securities including rights attaching to those SecuritiesG ;
          (iii) general terms of the offer, including estimated expenses charged to the investor;
          (iv) whether the SecuritiesG are to be admitted to trading and if so, the details relating to such admission;
          (v) reasons for the offer and the proposed use of the proceeds; and
          (vi) if applicable, matters specified in Rule 2.5.5.
          (2) A ProspectusG is not required to contain a SummaryG if it relates to a DebentureG or a WarrantG or CertificateG over a DebentureG that has a denomination of at least US$100,000 and the ProspectusG is for the purposes of such SecuritiesG being admitted to trading on an Authorised Market InstitutionG .
          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
          [Amended] DFSA RM120/2013 (Made 14th July 2013). [VER4/07-13]

          • MKT 2.5.2 Guidance

            Under Rule 2.8.1(3), a SummaryG is prohibited from incorporating information by reference.

            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

        • MKT 2.5.3

          A PersonG making a Prospectus OfferG may use the same Registration StatementG in respect of more than one Prospectus OfferG provided that:

          (a) the Registration StatementG includes the most recent set of audited financial statements available in respect of the IssuerG ;
          (b) those financial statements referred to in (a) relate to a period ending not more than 12 months prior to the relevant offer; and
          (c) since the date of the Registration StatementG , the Reporting EntityG filing the ProspectusG has complied with its market disclosure obligations in section 4.6 relating to the category of SecuritiesG to which the ProspectusG relates.
          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
          [Amended] DFSA RM120/2013 (Made 14th July 2013). [VER4/07-13]

          • MKT 2.5.3 Guidance

            Where a PersonG uses the same Registration StatementG to make Prospectus OffersG relating to different types of SecuritiesG , such a PersonG should ensure, in addition to the Securities NoteG containing all the information relevant to the particular type of SecuritiesG , that the Registration StatementG is also appropriate for each type of SecurityG covered in the relevant Securities NoteG .

            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

        • MKT 2.5.4

          Where the PersonG has used the same Registration StatementG for making multiple Prospectus OffersG :

          (a) both a SummaryG and Securities NoteG must be produced relating to each ProspectusG Offer made using that Registration StatementG ; and
          (b) the Summary, Registration StatementG and Securities NoteG must each comply with the approval requirements specified in section 2.6.
          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

        • MKT 2.5.5

          Where a ProspectusG contains a Registration StatementG produced prior to the date of the SummaryG and the Securities NoteG , the PersonG producing the ProspectusG must ensure that both the SummaryG and the Securities NoteG :

          (a) state the date of preparation of the Registration StatementG ; and
          (b) update any disclosure in the Registration StatementG to the extent necessary in order to comply with these RulesG by setting out on the front page of the Securities NoteG :
          (i) if relevant, the website at which any subsequent disclosure is made available; and
          (ii) an address at which the full text of any such disclosures is made available free of charge.
          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
          [Amended] RM163/2015 (Made 9th December 2015). [VER7/02-16]
          [Amended] DFSA RM171/2016 (Made 10th February 2016). [VER8/04-16]

          • MKT 2.5.5 Guidance

            1. The above provisions are designed to provide flexibility so that PersonsG making Prospectus OffersG can make multiple offers using the same Registration StatementG . However, care should be taken to ensure that the Registrations StatementG and the Securities NoteG together provide all the information required to be contained in a ProspectusG pursuant to Article 15(1) of the Law and the RulesG .
            2. There are additional disclosure requirements applicable to Islamic Securities contained in the IFR module.
            3. Where the term "Prospectus Offer" is used in this section reference to a PersonG , such a PersonG is either making an Offer of Securities to the PublicG or seeking to have SecuritiesG admitted to trading on an Authorised Market InstitutionG (see the definition in Article 14(4)(a) of the Law).
            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
            [Amended] RM163/2015 (Made 9th December 2015). [VER7/02-16]

        • Application Forms

          • MKT 2.5.6

            A PersonG making an Offer of Securities to the PublicG must ensure that:

            (a) an application form for the issue or sale of the SecuritiesG which are the subject of the Prospectus OfferG is not provided to any PersonG unless it is included in or accompanied by the relevant ProspectusG ; and
            (b) only applications in the form included or attached to the ProspectusG are accepted.
            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

        • Requirements Relating to Offers of Securities from the DIFC

          • MKT 2.5.7

            A PersonG who makes an Offer of Securities to the PublicG from the DIFCG must:

            (a) notify the DFSAG in writing at the timing of filing the ProspectusG of any non-DIFC jurisdiction into which the offer is to be made; and
            (b) comply with any initial and ongoing obligations that are applicable in the jurisdiction in (a) in relation to the offer.
            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

      • MKT 2.6 Approval and Publication of a Prospectus

        • Application for Approval

          • MKT 2.6.1

            (1) For the purposes of Article 14(2) of the Law, a PersonG intending to make a Prospectus OfferG ("the applicant") must, subject to (2), (3) and (4), submit to the DFSAG :
            (a) a completed application using the appropriate form set out in AFN and the relevant fee prescribed in FER;
            (b) a ProspectusG that meets the requirements in section 2.5;
            (c) a statement identifying where in the ProspectusG the information required in the relevant paragraphs of App1 has been included and, where subsequent drafts or versions of the ProspectusG are submitted, a marked-up version showing the changes from the previous version submitted to the DFSAG ;
            (d) if information is incorporated in the ProspectusG by reference to another document, a copy of the information;
            (e) the identity of the PersonG who is or intends to be the Reporting EntityG ;
            (f) contact details of two individuals who are sufficiently knowledgeable about the content of the ProspectusG to be able to answer queries of the DFSAG during business hours; and
            (g) any other information that the DFSAG may require.
            (2) The application in (1) must be submitted to the DFSAG :
            (a) in the case of an applicant who has not made a previous Prospectus OfferG , at least 20 business days prior to the intended date on which the applicant expects the ProspectusG to be approved;
            (b) in other cases, at least 10 business days prior to the date on which the applicant expects the ProspectusG to be approved; and
            (c) in the case of a Supplementary ProspectusG , as soon as reasonably possible.
            (3) If the ProspectusG comprises multiple documents, the application for approval must be made using the appropriate form in AFN in relation to one or more of those separate documents.
            (4) In the case of a Supplementary ProspectusG , the application for approval must:
            (a) be made using the appropriate form in AFN;
            (b) accompanied by the relevant fee prescribed in FER; and
            (c) comply with the requirements in Rule 2.9.1.
            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
            [Amended] DFSA RM120/2013 (Made 14th July 2013). [VER4/07-13]

        • Approval of a Prospectus

          • MKT 2.6.2

            (1) The DFSAG will only approve a ProspectusG which has been filed with the DFSAG in accordance with Rule 2.6.1 as soon as reasonably practicable where:
            (a) it is satisfied that:
            (i) the ProspectusG meets all the applicable requirements in the Law and the RulesG ; and
            (ii) the BoardG of the UndertakingG whose SecuritiesG are to be offered complies with, and has adequate systems and controls in place to ensure on-going compliance with, the applicable requirements; and
            (b) it has received all the necessary consents as required under the requirements in this chapter.
            (2) A ProspectusG filed with the DFSAG is not an Approved ProspectusG for the purposes of Article 14(2) unless the DFSAG has issued to the applicant a notice stating its approval:
            (a) of the ProspectusG or the Supplementary ProspectusG as the case may be; and
            (b) in the case of a ProspectusG in (a) comprising multiple documents, of all the multiple documents.
            (3) The procedures in Schedule 3 to the Regulatory Law apply to a decision of the DFSAG not to approve a ProspectusG under this Rule.
            (4) If the DFSAG decides to exercise its power not to approve a ProspectusG under this Rule, the applicant may refer the matter to the FMTG for review.
            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
            [Amended] DFSA RM120/2013 (Made 14th July 2013). [VER4/07-13]
            [Amended] DFSA RM134/2014 (Made 21st August 2014). [VER5/06-14]

            • MKT 2.6.2 Guidance

              1. A PersonG intending to apply to the DFSAG for approval of a ProspectusG pursuant to Rule 2.6.1(1) should consider submitting a draft ProspectusG for preliminary review by the DFSAG prior to formally submitting the ProspectusG for DFSAG approval. See the RPP Sourcebook for procedures for applying for DFSAG approval.
              2. The formal approval of a ProspectusG by the DFSAG will not prevent the use by the DFSAG of its powers, such as the stop order power in Article 25 of the Law, in circumstances where the need for such action is subsequently identified. For example, if the DFSAG becomes aware, after the approval of the ProspectusG , that it contains any misleading or deceptive information, or it breaches the ProspectusG provisions in other respects, the DFSAG may use its stop order power or take any other action as appropriate in the circumstances.
              Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

        • Publication of a Prospectus

          • MKT 2.6.3

            (1) After a ProspectusG has been approved by the DFSAG , it must be made available to the public as soon as is reasonably practicable, and in any case, at a reasonable time in advance of, and at the latest at the beginning of, the making of the Prospectus OfferG .
            (2) An Approved ProspectusG is deemed to be made available to the public for the purposes of (1) when such a ProspectusG is published:
            (a) in printed form, to be made available free of charge to the public at the registered office of any one or more of the following:
            (i) the PersonG making the Prospectus OfferG ;
            (ii) any Authorised FirmG appointed by the PersonG in (a) to act as the placement or selling agent in respect of the offer; or
            (iii) if applicable, the relevant Authorised Market InstitutionG on which the SecuritiesG are to be traded; or
            (b) in an electronic form on the website of any one or more PersonsG referred to in (a).
            (3) The content and format of the ProspectusG made available to the public in accordance with (2) must at all times be identical to the version approved by the DFSAG .
            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
            [Amended] DFSA RM120/2013 (Made 14th July 2013). [VER4/07-13]

        • Duration of the Validity of a Prospectus

          • MKT 2.6.4

            (1) Except where an exemption under Rule 2.3.1 or 2.4.1 applies, the SecuritiesG to which a ProspectusG relates must not be offered for subscription or sale under an Approved ProspectusG unless that ProspectusG is a current ProspectusG .
            (2) For the purposes of (1), an Approved ProspectusG is current only for a period of 12 months from the date on which that ProspectusG has been approved by the DFSAG in accordance with Rule 2.6.2.
            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

          • MKT 2.6.5

            (1) A financial intermediary may make an Offer of Securities to the PublicG in reliance on an Approved ProspectusG which has been produced by the IssuerG in accordance with Rules 2.6.1 and 2.6.2 only in circumstances where:
            (a) the ProspectusG is a current ProspectusG and meets all the relevant requirements relating to a ProspectusG as specified in Part 2 of the Law and the RulesG in this chapter;
            (b) the financial intermediary has undertaken such due diligence and care as is reasonable for such a PersonG to undertake for the purposes of ensuring that the ProspectusG meets the requirements in (a); and
            (c) the IssuerG has given its prior written consent for the use of the ProspectusG by the financial intermediary and that consent has been filed with the DFSAG and has not been withdrawn.
            (2) Both the financial intermediary and the IssuerG of the Securities incur civil liability pursuant to Article 24 of the Law for a ProspectusG referred to in (1).
            (3) For the purposes of this Rule, a "financial intermediary" is an Authorised FirmG or a PersonG licensed and supervised by a Financial Services Regulator.
            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
            [Amended] DFSA RM120/2013 (Made 14th July 2013). [VER4/07-13]

            • MKT 2.6.5 Guidance

              1. In order to meet the obligation in Rule 2.6.5(1)(b), a financial intermediary should undertake a review of the ProspectusG to ensure that it does not contain any obvious misleading or deceptive information or omissions that would be reasonably apparent to a financial intermediary assessing and analysing the ProspectusG .
              2. The financial intermediary and the IssuerG of the Securities may be able to rely on the defences provided in Articles 21 and 22 of the Law against any action brought against that PersonG for a breach of the requirements relating to the applicable ProspectusG requirements.
              Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
              [Amended] DFSA RM120/2013 (Made 14th July 2013). [VER4/07-13]

      • MKT 2.7 Offer Documents from Other Jurisdictions

        • MKT 2.7.1

          (1) The DFSAG may, subject to (2), approve an offer document produced under legislation in a jurisdiction other than the DIFCG for the purposes of meeting the ProspectusG requirements in this chapter where:
          (a) it is satisfied that:
          (i) the ProspectusG contains information equivalent to that which is required for a ProspectusG in this chapter; and
          (ii) the offeror meets all the other requirements relating to a Prospectus OfferG as prescribed in the RulesG ; or
          (b) the other jurisdiction provides a level of regulation relating to the offer which is acceptable to the DFSAG .
          (2) The DFSAG may, subject to (3), approve an offer document referred to in (1) in accordance with the requirements and procedures set out in section 2.6 and, subject to such conditions or restrictions imposed by the DFSAG as it sees fit.
          (3) An application for approval of an offer document produced in accordance with the legislation in a jurisdiction other than the DIFCG must:
          (a) be made using the appropriate form in AFN;
          (b) be accompanied by the relevant fee prescribed in FER; and
          (c) include:
          (i) where the offer document referred to in (1) is not in the English language, an English translation acceptable to the DFSAG ; and
          (ii) a clear statement that it is an offer document prepared in accordance with the requirements applicable in the relevant jurisdiction and not in the DIFCG .
          (4) An offer document referred to in (1) is an Approved ProspectusG for the purposes of Article 14(1) of the Law where it has been approved by the DFSAG in accordance with the requirements in this RuleG and section 2.6.
          (5) The procedures in Schedule 3 to the Regulatory Law apply to a decision of the DFSAG under this Rule not to approve an offer document or to impose conditions or restrictions on an approval.
          (6) If the DFSAG decides to exercise its power under this Rule not to approve an offer document or to impose conditions or restrictions on an approval, the applicant may refer the matter to the FMTG for review.
          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
          [Amended] DFSA RM134/2014 (Made 21st August 2014). [VER5/06-14]

          • MKT 2.7.1 Guidance

            A PersonG considering filing an offer document pursuant to Rule 2.7.1 should approach the DFSAG at the earliest possible time to discuss how to proceed. This is because the DFSAG will undertake the assessment required under Rule 2.7.1 on a case-by-case basis. See Guidance item 1 under Rule 2.6.2 for details relating to the DFSAG ProspectusG approval process.

            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

      • MKT 2.8 Incorporation by Reference

        • MKT 2.8.1

          (1) Subject to (3), where a requirement in this chapter requires disclosure of information in a ProspectusG , the PersonG making the Prospectus OfferG 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 the English language; and
          (d) the information can be accessed without charge.
          (2) A reference must also contain sufficient information to enable an investor to decide whether to obtain the information or any part of it.
          (3) A SummaryG must not incorporate information by reference.
          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

          • MKT 2.8.1 Guidance

            Information that may generally be incorporated by reference includes instruments or statute of incorporation of a company, annual reports, periodic financial reports and listing particulars.

            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

        • MKT 2.8.2

          A PersonG who makes a Prospectus OfferG must provide a copy of any information incorporated by reference under this section free of charge to any PersonG who requests it during the Offer PeriodG .

          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

      • MKT 2.9 Notification of Material Changes During the Currency of the Prospectus

        • MKT 2.9.1

          (1) If, during the currency of the ProspectusG :
          (a) there is a significant change in, or a material mistake or inaccuracy affecting, any matter contained in the ProspectusG ; or
          (b) a significant new matter arises,
          the PersonG making the Prospectus OfferG must produce a Supplementary ProspectusG in accordance with the requirements in this RuleG .
          (2) For the purpose of (1), 'significant' or 'material' means information which an investor would reasonably require for the purpose of making an informed assessment relating to the SecuritiesG to which the ProspectusG relates.
          (3) In the case of a Prospectus OfferG , the PersonG required to produce the Supplementary ProspectusG under (1) must:
          (a) make a clear statement that it is a Supplementary ProspectusG ;
          (b) comply with the requirements in section 2.6 relating to the approval of a Supplementary ProspectusG ; and
          (c) ensure that the Supplementary ProspectusG is available until the end of the Offer PeriodG :
          (i) in the same media and through the same channels as the original ProspectusG ; and
          (ii) to each offeree free of charge; and
          (d) provide the Supplementary ProspectusG without undue delay to each PersonG who has subscribed for or offered to purchase the SecuritiesG in reliance on the initial ProspectusG .
          (4) For the purposes of complying with (3), if the ProspectusG comprises a Registration StatementG and a Securities NoteG , the Supplementary ProspectusG must consist of an updated Registration StatementG and Securities NoteG .
          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

          • MKT 2.9.1 Guidance

            Particular care should be taken so that the financial information in a ProspectusG is not outdated. For example, in respect of the last year of audited financial information included in a ProspectusG , such information is required, under MKT Rule A1.1.1 (item 7.1) of App1, not to be older than 18 months from the date of the Registration StatementG where the IssuerG includes audited interim financial statements in the Registration StatementG and, not to be older than 15 months, if such interim financial statements are unaudited.

            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
            [Amended] DFSA RM120/2013 (Made 14th July 2013). [VER4/07-13]
            [Amended] DFSA RM212/2018 (Made 22nd February 2018). [VER11/04-18]

        • MKT 2.9.2

          Where Rule 2.9.1 applies, any reference in these RulesG to a ProspectusG must be read as a reference to a ProspectusG as amended by a Supplementary ProspectusG unless the context requires otherwise.

          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

        • MKT 2.9.3

          When a Supplementary ProspectusG has been filed for the purposes of the requirement in Rule 2.9.1(1), the PersonG responsible for producing the Supplementary ProspectusG must:

          (a) inform offerees of their right to confirm or withdraw any subscription or offer made on the basis of the original ProspectusG and the manner in which to do so; and
          (b) allow the offeree a period of at least seven business days from the date of receipt of the Supplementary ProspectusG in which to confirm or withdraw its subscription or offer.
          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

      • MKT 2.10 Prospectus Liability

        • MKT 2.10.1

          (1) For the purposes of Article 15(5)(b) of the Law, the following PersonsG are, subject to (2), prescribed as liable for a ProspectusG and its content:
          (a) the IssuerG ;
          (b) the PersonG making a Prospectus OfferG , if it is not the IssuerG ;
          (c) where the PersonG in (a) or (b) is a Body Corporate:
          (i) each PersonG who is a DirectorG of that Body CorporateG at the time when the Prospectus OfferG is being made; and
          (ii) each PersonG who has consented to be named, and is named, in the ProspectusG as a DirectorG or as having agreed to become a DirectorG of that body either immediately or at a future time,
          unless the Prospectus OfferG is in relation to the issue of DebenturesG ;
          (d) each PersonG who accepts, and is stated in the ProspectusG as having accepted responsibility for the ProspectusG or for any part thereof;
          (e) each PersonG who is deemed to accept responsibility for any part of a ProspectusG under these RulesG ;
          (f) if there is a guarantor or obligor in relation to the issue of SecuritiesG :
          (i) the guarantor in relation to the information in the ProspectusG that relates to the guarantor or its guarantee; or
          (ii) the obligor in relation to the information in the ProspectusG that relates to the obligor or its obligations; and
          (g) each PersonG not falling within any of the foregoing paragraphs who has authorised the contents of the ProspectusG or any part thereof.
          (2) If the Prospectus OfferG is in relation to the issue of DebenturesG the PersonG described in (1)(c) is not, under this RuleG , liable for the relevant ProspectusG and its contents.
          (3) A PersonG who has accepted liability for or authorised only part of the content of any ProspectusG under (1)(c) or (d) is liable only for that part and only if it is included substantially in the same form and context as the PersonG agreed to for inclusion in the ProspectusG .
          (4) Nothing in (1) makes a PersonG liable for any part of a ProspectusG by reason only of giving advice as to its content in a professional capacity to a PersonG specified in (1)(a) to (e).
          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
          [Amended] DFSA RM120/2013 (Made 14th July 2013). [VER4/07-13]

        • MKT 2.10.2

          (1) For the purposes of liability under Article 24(1) of the Law, an ExpertG is a PersonG accepting responsibility for any statement or report included in whole or in part in a ProspectusG if he has given written consent to such inclusion.
          (2) An ExpertG in (1) is a PersonG , in relation to a matter, whose profession or reputation gives authority to a statement or report made by him in relation to that matter.
          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

        • MKT 2.10.3

          A PersonG responsible for making a Prospectus OfferG must:

          (a) keep a record of any consent received under Rule 2.10.2(1); and
          (b) include a statement in the ProspectusG that the ExpertG has consented to the inclusion of his statement or report.
          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

      • MKT 2.11 Exceptions from Liability

        • MKT 2.11.1

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

      • MKT 2.12 Financial Promotions

        • MKT 2.12.1

          (1) A PersonG who makes a Prospectus OfferG must not, and must ensure that any agent of that PersonG or a member of its Group or other PersonsG associated or connected with the Prospectus OfferG do not, during the Offer PeriodG , make a Financial PromotionG relating to a Prospectus OfferG unless the Financial PromotionG :
          (a) states that a ProspectusG has been approved by the DFSAG and published or is to be published; and
          (b) gives an address from which a ProspectusG is or will be made available in the DIFCG or provides a link to a website from which the ProspectusG can be accessed.
          (2) Where a PersonG making a Prospectus OfferG uses a ProspectusG that comprises multiple documents as provided in Rule 2.5.1(1), the obligation to give or provide access to a ProspectusG in (1)(b) means giving or providing access to all the documents comprising the ProspectusG .
          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

          • MKT 2.12.1 Guidance

            The requirements relating to Financial PromotionsG in Rule 2.12.1 do not apply, due to the definitional exclusion provided in Article 12(1) of the Law, to any communication:

            a. made in connection with the trading of SecuritiesG on an Authorised Market InstitutionG or Regulated ExchangesG ;
            b. made for the purposes of complying with the on-going reporting requirements of an Authorised Market InstitutionG or the DFSAG ; or
            c. which is an Exempt CommunicationG as defined in Rule 2.2.1.
            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

      • MKT 2.13 Miscellaneous

        • MKT 2.13.1

          (1) The DFSAG may require a Prospectus OfferG to be underwritten by an underwriter acceptable to the DFSAG .
          (2) The procedures in Schedule 3 to the Regulatory Law apply to a decision of the DFSAG under this Rule.
          (3) If the DFSAG decides to exercise its power under this Rule, the OfferorG may refer the matter to the FMTG for review.
          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
          [Amended] DFSA RM134/2014 (Made 21st August 2014). [VER5/06-14]

        • MKT 2.13.2

          If one or more DirectorsG of an IssuerG are offering SharesG they hold in the IssuerG as part of a Prospectus OfferG , an IssuerG must ensure that the ProspectusG contains a prominent statement of:

          (a) the identity of each DirectorsG offering his SharesG ; and
          (b) the number of SharesG such a DirectorG is offering, and the proportion of the IssuersG share capital represented by the holding of that DirectorG .
          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
          [Amended] DFSA RM120/2013 (Made 14th July 2013). [VER4/07-13]

        • MKT 2.13.3

          (1) The DFSAG may, during the Offer PeriodG or such other longer period as specified, impose a requirement that the monies held by a PersonG making a Prospectus OfferG or his agent pursuant to the Prospectus OfferG or issuance are held in an escrow account for a specified period and on specified terms.
          (2) The DFSAG may also require the appointment of a paying agent during the offer period.
          (3) The procedures in Schedule 3 to the Regulatory Law apply to a decision of the DFSAG under this Rule.
          (4) If the DFSAG decides to exercise its power under this Rule, the OfferorG may refer the matter to the FMTG for review.
          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
          [Amended] DFSA RM134/2014 (Made 21st August 2014). [VER5/06-14]

          • MKT 2.13.3 Guidance

            See also section 3.4 which contains additional restrictions relating to dealings by Restricted PersonsG which may apply to executive DirectorsG .

            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

    • MKT 3 Governance of Reporting Entities

      • MKT 3 Guidance

        Governance requirements set out under this Part are designed for the purposes of Article 39 of the Law.

        Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

      • MKT 3.1 Application

        • MKT 3.1.1

          (1) This chapter applies to every Reporting EntityG except where a narrower application is provided in respect of any particular class of SecuritiesG .
          (2) This chapter does not apply to a Reporting EntityG of a Listed FundG .
          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

          • MKT 3.1.1 Guidance

            See Chapter 6 for the governance requirements applicable to Reporting EntitiesG of Listed FundsG .

            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

      • MKT 3.2 Corporate Governance Principles

        • Application

          • MKT 3.2.1

            This section applies to a Reporting EntityG in respect of SharesG , and the BoardG of DirectorsG ("the Board") of such a Reporting EntityG .

            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

        • Corporate Governance Principles

          • MKT 3.2.2

            Pursuant to Article 39(2)(a) of the Law, the principles in Rules 3.2.3 to 3.2.9 are hereby prescribed as "the Corporate Governance PrinciplesG ".

            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

            • MKT 3.2.2 Guidance

              1. The Corporate Governance PrinciplesG in this section apply to Reporting Entities as mandatory high level requirements. App 4 sets out best practice standards that may be adopted by a Reporting EntityG to achieve compliance with these principles.
              2. The best practice standards in App 4 are designed to provide a degree of flexibility so that a Reporting EntityG can achieve outcomes intended by the Corporate Governance PrinciplesG whilst taking into account the nature, scale and complexity of its business.
              3. Generally, if a Reporting EntityG does not adopt the best practice standards set out in App 4, or adopts them only partially, the DFSAG would expect the reasons for doing so and any alternative measures adopted to achieve the outcomes intended by the Corporate Governance PrinciplesG to be disclosed in the ProspectusG and thereafter pursuant to disclosure required under Rule 3.2.10. Any inaccurate or false representations would breach the prohibition against misleading and deceptive statements in Article 20 of the Law.
              Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

        • Principle 1 — Board of Directors

          • MKT 3.2.3

            Every Reporting EntityG must have an effective BoardG which is collectively accountable for ensuring that the Reporting Entity'sG business is managed prudently and soundly.

            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
            [Amended] DFSA RM120/2013 (Made 14th July 2013). [VER4/07-13]

        • Principle 2 — Division of Responsibilities

          • MKT 3.2.4

            The BoardG must ensure that there is a clear division between the Board'sG responsibility for setting the strategic aims and undertaking the oversight of the Reporting EntityG and the Senior Management'sG responsibility for managing the Reporting Entity'sG business in accordance with the strategic aims and risk parameters set by the BoardG .

            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
            [Amended] DFSA RM120/2013 (Made 14th July 2013). [VER4/07-13]

        • Principle 3 — Board Composition and Resources

          • MKT 3.2.5

            The BoardG , and its committees, must have an appropriate balance of skills, experience, independence and knowledge of the Reporting Entity'sG business, and adequate resources, including access to expertise as required and timely and comprehensive information relating to the affairs of the Reporting EntityG .

            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
            [Amended] DFSA RM120/2013 (Made 14th July 2013). [VER4/07-13]

        • Principle 4 — Risk Management and Internal Control Systems

          • MKT 3.2.6

            The BoardG must ensure that the Reporting EntityG has an adequate, effective, well-defined and well-integrated risk management, internal control and compliance framework.

            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
            [Amended] DFSA RM120/2013 (Made 14th July 2013). [VER4/07-13]

        • Principle 5 — Shareholder Rights and Effective Dialogue

          • MKT 3.2.7

            The BoardG must ensure that the rights of shareholders are properly safeguarded through appropriate measures that enable the shareholders to exercise their rights effectively, promote effective dialogue with shareholders and other key stakeholders as appropriate, and prevent any abuse or oppression of minority shareholders.

            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
            [Amended] DFSA RM120/2013 (Made 14th July 2013). [VER4/07-13]

        • Principle 6 — Position and Prospects

          • MKT 3.2.8

            The BoardG must ensure that the Reporting Entity'sG financial and other reports present an accurate, balanced and understandable assessment of the Reporting Entity'sG financial position and prospects by ensuring that there are effective internal risk control and reporting requirements.

            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
            [Amended] DFSA RM120/2013 (Made 14th July 2013). [VER4/07-13]

        • Principle 7 — Remuneration

          • MKT 3.2.9

            The BoardG must ensure that the Reporting EntityG has remuneration structures and strategies that are well aligned with the long-term interests of the entity.

            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
            [Amended] DFSA RM120/2013 (Made 14th July 2013). [VER4/07-13]

        • Annual Reporting on Compliance

          • MKT 3.2.10

            The annual financial report of a Reporting EntityG to which this section applies must:

            (a) state whether the best practice standards specified in App 4 have been adopted by the Reporting EntityG for the purposes of complying with the Corporate Governance PrinciplesG ;
            (b) if the best practice standards in App 4 have not been fully adopted or have been only partially adopted explain:
            (i) why the best practice standards were not adopted fully or adopted only partially, as is relevant; and
            (ii) what actions, if any, have been taken by the Reporting EntityG to achieve compliance with the Corporate Governance PrinciplesG to the extent the relevant best practice standards were not adopted, or were only partially adopted; and
            (c) include a statement by DirectorsG whether or not, in their opinion, the corporate governance framework of the Reporting EntityG is effective in promoting compliance with the Corporate Governance PrinciplesG , with supporting information and assumptions, and qualifications if necessary.
            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

            • MKT 3.2.10 Guidance

              1. Rule 3.2.10 reflects the "comply or explain" approach adopted by the DFSAG in respect of the Corporate Governance PrinciplesG .
              2. With regard to the opinion required under Rule 3.2.10(c), adequate information relating to the corporate governance framework of the Reporting EntityG should be included to support the opinion, such as the identity of its chair, any committees of the BoardG and their role and membership, the chief executive and PersonsG undertaking key control functions such as the head of compliance, risk control and internal audit and how their independence is achieved. See also the disclosure of information required under App2.
              Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

      • MKT 3.3 Directors Duties and Fair Treatment of Shareholders

        • Application

          • MKT 3.3.1

            (1) This section applies, subject to (2), to:
            (a) the BoardG of a Reporting EntityG in respect of Shares; and
            (b) each individual DirectorG who is a member of such a BoardG .
            (2) The requirement in Rule 3.3.3 applies to every Reporting EntityG .
            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
            [Amended] DFSA RM120/2013 (Made 14th July 2013). [VER4/07-13]

            • MKT 3.3.1 Guidance

              1. Where a PersonG referred to in Rule 3.3.1(1) is required under any legislation applicable to such a PersonG to comply with a similar or more stringent requirement than the requirements in this section, compliance with those other requirements would be sufficient compliance for the purposes of the relevant requirement in this section.
              2. For example, in the case of a reduction of share capital, more stringent procedures such as a special resolution (i.e. a vote of at least 75% of the shareholders in voting), may be required under the company law or other legislation applicable to a Reporting EntityG in its jurisdiction of incorporation. Where this is the case, compliance with the more stringent requirements applicable to the Reporting EntityG suffices for the purposes of compliance with the requirements in this section dealing with a shareholder approval by simple majority in Rule 3.3.8.
              Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

        • Directors' Duties

          • MKT 3.3.2

            A DirectorG of a Reporting EntityG must act:

            (a) on a fully informed basis;
            (b) in good faith,
            (c) honestly;
            (d) with due diligence and care, and
            (e) in the best interests of the Reporting EntityG and its shareholders.
            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

            • MKT 3.3.2 Guidance

              In order to meet the obligation to act with due diligence and care, a DirectorG should (amongst other things) ensure that he has enough time and capacity available to devote to the job. See also the best practice standards in App 4 which apply to DirectorsG of Reporting EntitiesG who are subject to Corporate Governance PrinciplesG .

              Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

        • Equality of Treatment

          • MKT 3.3.3

            The BoardG of a Reporting EntityG must ensure equality of treatment of all holders of SecuritiesG of a particular class or type in respect of all rights attaching to the SecuritiesG of that class or type of SecuritiesG .

            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
            [Amended] DFSA RM120/2013 (Made 14th July 2013). [VER4/07-13]

        • Reduction of Share Capital

          • MKT 3.3.4

            The BoardG of a Reporting EntityG must ensure that a Reporting EntityG does not purchase its own Shares unless:

            (a) the purchase does not materially prejudice the Reporting Entity'sG ability to pay its creditors;
            (b) it has obtained prior approval of shareholders in meeting by a majority vote; and
            (c) prior to the meeting seeking the consent referred to in (b), the notice of the meeting and any accompanying documents relating to the purchase is filed with the DFSAG .
            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
            [Amended] DFSA RM120/2013 (Made 14th July 2013). [VER4/07-13]

        • Pre-Emption Rights

          • MKT 3.3.5

            The BoardG of a Reporting EntityG must, except where otherwise provided in the constituent documents of the Reporting EntityG , ensure that a Reporting EntityG provides pre-emption rights under which, on an issue of SharesG by the Reporting EntityG for cash, the shareholders of the Reporting EntityG are offered any SharesG to be issued in proportion to their existing holdings prior to the SharesG being offered to third parties, unless there is prior approval of the issue of SharesG without pre-emption rights by shareholders in meeting, by a majority vote.

            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
            [Amended] DFSA RM120/2013 (Made 14th July 2013). [VER4/07-13]

        • [deleted]

          [Deleted] DFSA RM120/2013 (Made 14th July 2013). [VER4/07-13]

          • MKT 3.3.6 [deleted]

            [Deleted] DFSA RM120/2013 (Made 14th July 2013). [VER4/07-13]

        • Communications with Shareholders

          • MKT 3.3.6

            (1) The BoardG of a Reporting EntityG must ensure that all the necessary information and facilities are available to its shareholders to enable them to exercise the rights attaching to their SharesG on a well informed basis.
            (2) Without limiting the generality of the obligation in (1), the BoardG must ensure that the shareholders:
            (a) are provided with the necessary information relating to the matters to be determined at meetings to enable them to exercise their right to vote, including the proxy forms and notice of meetings; and
            (b) have access to any relevant notices or circulars giving information in relation to the rights attaching to the SecuritiesG .
            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
            [Amended] DFSA RM120/2013 (Made 14th July 2013). [VER4/07-13]

        • Proxy solicitation

          • MKT 3.3.7

            The BoardG of a Reporting EntityG must ensure that for each meeting at which shareholders are eligible to exercise voting rights attaching to their SecuritiesG , each shareholder is given the right and means to vote by proxy.

            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
            [Amended] DFSA RM120/2013 (Made 14th July 2013). [VER4/07-13]

        • Other Matters Requiring Shareholder Approval

          • MKT 3.3.8

            (1) The BoardG of a Reporting EntityG must, subject to (2), ensure that a majority of shareholders in voting approves:
            (a) any alteration of the constitutional documents of the Reporting EntityG including any alteration to the memorandum of association, articles of association, bylaws or any other instrument constituting the Reporting EntityG ;
            (b) an alteration of the issued share capital of the Reporting EntityG which is more than 20% of the existing issued share capital;
            (c) any acquisition or disposal of an asset of the Reporting EntityG where the value of the asset involved is 50% or more of the value of the net assets of the Reporting EntityG as at its last published financial reports;
            (d) the appointment or removal of a DirectorG of the Reporting EntityG and the terms of such appointment;
            (e) the appointment or removal of the auditor of the Reporting EntityG ; and
            (f) the placing of the Reporting EntityG into voluntary liquidation.
            (2) The requirement in (1) does not apply, subject to any requirements in the constitutional documents of the Reporting EntityG , in relation to the appointment or removal of a DirectorG or auditor of a Reporting EntityG in circumstances where the immediate appointment or removal is necessary in the interests of the Reporting EntityG .
            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
            [Amended] DFSA RM120/2013 (Made 14th July 2013). [VER4/07-13]

            • MKT 3.3.8 Guidance

              1. Under Rule 3.3.8(1)(b), an increase in the issued share capital of a Reporting EntityG which results in an increase of more than 20% of its current share capital requires shareholder approval regardless of whether or not such an increase is within the authorised capital of the relevant Reporting EntityG .
              2. The circumstances in which the immediate removal of a DirectorG or auditor may become necessary include matters affecting that Person'sG fitness and propriety, such as professional misconduct of such a PersonG .
              Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

      • MKT 3.4 Dealings by Restricted Persons

        • Application

          • MKT 3.4.1

            (1) This section applies to:
            (a) the BoardG of every Reporting EntityG ; and
            (b) a Restricted PersonG in relation to such a Reporting EntityG .
            (2) For the purposes of (1)(b), a PersonG is a Restricted PersonG in relation to a Reporting EntityG if he is involved in the senior management of the Reporting EntityG .
            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
            [Amended] DFSA RM120/2013 (Made 14th July 2013). [VER4/07-13]

            • MKT 3.4.1 Guidance

              1. PersonsG are considered as involved in the senior management if they are in a position of authority and influence in making management or executive decisions with regard to the day-to-day management of the business of the Reporting EntityG . Some members of the BoardG , such as executive DirectorsG , will be subject to the requirements in this section because they undertake managerial functions and responsibilities relating to the day-to-day management of the Reporting EntityG .
              2. Chapter 6 contains requirements applicable to Reporting EntitiesG of Listed FundsG .
              Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
              [Amended] DFSA RM120/2013 (Made 14th July 2013). [VER4/07-13]

        • Prohibition on Dealing

          • MKT 3.4.2

            (1) A Restricted PersonG must not engage in dealing in the SecuritiesG of the Reporting EntityG during a close period except in the circumstances specified in Rule 3.4.3 or 3.4.4.
            (2) For the purposes of this Rule:
            (a) a "close period" is:
            (i) the period from the relevant financial year end up to and including the time of the announcement or publication of the annual financial reports; and
            (ii) if the Reporting EntityG reports on a semi-annual basis, the period from the end of the relevant semi-annual financial period up to and including the time of the announcement or publication; or
            (iii) if the Reporting EntityG reports on a quarterly basis, the period from the end of the relevant quarter up to and including the time of the announcement.
            (b) "dealing in Securities" means:
            (i) any acquisition or disposal of, or agreement to acquire or dispose of, Securities of the Reporting EntityG ;
            (ii) entering into a contract (such as a contract for difference) the purpose of which is to secure a profit or avoid a loss by reference to fluctuations in the price of the SecuritiesG of the Reporting EntityG ;
            (iii) the grant, acceptance, acquisition, disposal, exercise or discharge of any option to acquire or dispose of any SecuritiesG of the Reporting EntityG ;
            (iv) entering into, or terminating, assigning or novating any stock lending agreement in respect of the Securities of the Reporting EntityG ;
            (v) using as security, or otherwise granting a charge, lien or other encumbrance over the Securities of the Reporting EntityG ; or
            (vi) any other transaction including a transfer for no consideration, or the exercise of any power or discretion effecting a change of ownership of a beneficial interest in, the Securities of the Reporting EntityG .
            (3) The prohibition in (1) applies to any dealing by Restricted PersonsG whether or not such dealings are with another Restricted PersonG or any other PersonG .
            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

        • Clearance to Deal

          • MKT 3.4.3

            (1) The prohibition in Rule 3.4.2(1) does not apply in relation to any dealing in SecuritiesG where the Restricted PersonG has obtained prior clearance to deal as provided in (2) and (3).
            (2) For the purposes of (1), prior written clearance to deal in the SecuritiesG of a Reporting EntityG must be obtained:
            (a) from a DirectorG designated by the BoardG for the purposes of providing clearances to deal; and
            (b) in the case of dealings by the DirectorG designated for the purpose of providing clearances to deal, from the full BoardG or another DirectorG designated by the BoardG for the purposes of providing such clearance.
            (3) For the purposes of (1) and (2), a DirectorG of the Reporting EntityG must not be given written clearance to deal in any SecuritiesG of the Reporting EntityG during any period when there exists any matter which constitutes Inside InformationG unless the PersonG responsible for granting clearance has no reason to believe that the proposed dealing is or may be in breach of the Law or the RulesG .
            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
            [Amended] DFSA RM120/2013 (Made 14th July 2013). [VER4/07-13]

        • Exempt Dealings

          • MKT 3.4.4

            The prohibition in Rule 3.4.2(1) does not apply in relation to any dealing in SecuritiesG in the Reporting EntityG if such dealing by the Restricted PersonG relates to:

            (a) undertakings or elections to take up, or the taking up of, an entitlement under a rights issue or dividend reinvestment offer, or allowing such an entitlement or offer to lapse;
            (b) undertakings to accept, or the acceptance of, a Takeover Offer under Takeover Rules;
            (c) dealings where the beneficial interest in the relevant SecurityG does not change;
            (d) transactions between the Restricted PersonG and an AssociateG of such a PersonG ; or
            (e) transactions relating to dealings in an EmployeeG ShareG Scheme in accordance with the terms of such a scheme.
            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

      • MKT 3.5 Related Party Transactions

        • Application

          • MKT 3.5.1

            This section applies, subject to Rule 3.5.4, to:

            (a) a Reporting EntityG ; and
            (b) a Related PartyG of such a Reporting EntityG .
            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

        • Definitions

          • MKT 3.5.2

            In this section, unless otherwise provided:

            (a) a PersonG is a Related PartyG of a Reporting EntityG if that PersonG :
            (i) is, or was within the 12 months before the date of the Related Party TransactionG :
            (A) a DirectorG or a PersonG involved in the senior management of the Reporting EntityG or a member of its Group;
            (B) an AssociateG of a PersonG referred to in (a)(i)(A); or
            (ii) owns, or has owned within 12 months before the date of the Related Party TransactionG , voting SecuritiesG carrying more than 5% of the voting rights attaching to all the voting SecuritiesG of either the Reporting EntityG or a member of its GroupG ; or
            (iii) is, or was within the 12 months before the date of the Related Party TransactionG , a PersonG exercising or having the ability to exercise significant influence over the Reporting EntityG or an AssociateG of such a PersonG .
            (b) a transaction is a Related Party TransactionG if it is a transaction:
            (i) between a Reporting EntityG and a Related PartyG ;
            (ii) under which the Reporting EntityG invests in another Undertaking or asset, or provides financial assistance to another Undertaking, in which a Related PartyG also has a financial interest; or
            (iii) between the Reporting EntityG and any other PersonG the purpose or effect of which is to benefit a Related PartyG ; or
            (iv) of the kind referred to in (i) — (iii) and is between a SubsidiaryG of a Reporting EntityG and a Related PartyG of the Reporting EntityG .
            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

            • MKT 3.5.2 Guidance

              1. A PersonG is regarded as exercising significant influence over a Reporting EntityG , for example, if that PersonG is a consultant or adviser to the Reporting EntityG .
              2. Any transactions between a SubsidiaryG of a Reporting EntityG and a Related PartyG is included within the definition of a Related Party TransactionG . This is because a Related PartyG may, through the Reporting EntityG , be able to influence terms which are more favourable to the Related PartyG when transacting with the subsidiary. Such transactions could be detrimental to the interests of the Reporting EntityG .
              Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

        • Related Party Transaction Procedures

          • MKT 3.5.3

            A Reporting EntityG must ensure that:

            (a) if the value of a Related Party TransactionG is greater than 5% of value of the net assets of the Reporting EntityG as stated in its most recent financial reports, it does not enter into such a transaction unless the transaction has been put to shareholder approval and has received prior approval by a majority of the shareholders in voting of the Reporting EntityG ;
            (b) if the value of the Related Party TransactionG is less than the 5% threshold referred to in (a), it gives to the DFSAG a notice as soon as possible after the transaction of the relevant terms and the basis on which such terms are considered fair and reasonable, supported by a written confirmation by an independent third party acceptable to the DFSAG ; or
            (c) if the cumulative value of a series of Related Party TransactionsG with the same Related PartyG reaches the 5% threshold referred to in (a) in any 12 month period, it does not enter into the last of the series of the transactions unless such proposed action has been put to shareholder approval and received approval by a majority of the shareholders in voting of the Reporting EntityG .
            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
            [Amended] DFSA RM120/2013 (Made 14th July 2013). [VER4/07-13]

        • Exemptions

          • MKT 3.5.4

            The requirements in this section do not apply to a transaction referred to in Rule 3.5.2(b):

            (a) where the transaction is made in the ordinary course of business and on commercial terms no less favourable than those of an arm's length transaction with an unrelated party;
            (b) where it, or any series of transactions with the same Related PartyG in any 12 month period, does not exceed 0.25% of the value of the net assets of the Reporting EntityG as stated in its most recent financial reports;
            (c) where it is made in accordance with the terms of an EmployeeG ShareG Scheme or other employee incentive scheme approved by the BoardG of the Reporting EntityG ; or
            (d) where it involves the issue of new SecuritiesG for cash or pursuant to the exercise of conversion or subscription rights attaching to SecuritiesG issued to existing ShareholdersG where the SecuritiesG are traded on an Authorised Market InstitutionG or a Regulated ExchangeG .
            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
            [Amended] DFSA RM120/2013 (Made 14th July 2013). [VER4/07-13]

    • MKT 4 Market Disclosure

      • MKT 4.1 Application

        • MKT 4.1.1

          (1) This chapter applies, subject to (2), to every Reporting EntityG other than that of a Listed FundG .
          (2) The requirements in this section do not apply to a Reporting EntityG if the relevant market disclosure has already been made in relation to the SecuritiesG either by another PersonG or in relation to other securities.
          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

          • MKT 4.1.1 Guidance

            1. The market disclosure requirements applicable to Listed FundsG are in chapter 6.
            2. This chapter sets out the obligations of Reporting EntitiesG to disclose and control information in order to protect actual and potential investors and to maintain a fair, informed and orderly market in SecuritiesG . This chapter also sets out the limited circumstances under which a Reporting EntityG may selectively disclose Inside InformationG , delay public disclosure and control access to such information in order to limit the potential market abuse.
            3. The DFSAG recognises the importance to the market of accurate, up-to-date information about Reporting EntitiesG . Reporting EntitiesG are therefore required to disseminate Inside InformationG as soon as possible. Where these obligations are not met and the DFSAG considers it appropriate, the DFSAG may seek one or more sanctions as specified in Part 7 of the Law.
            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
            [Amended] DFSA RM120/2013 (Made 14th July 2013). [VER4/07-13]

      • MKT 4.2 Disclosure of Inside Information

        • Timely Disclosure

          • MKT 4.2.1

            (1) A Reporting EntityG must make timely disclosure of Inside InformationG in accordance with the requirements in this section.
            (2) A Reporting EntityG must ensure that the disclosure it makes pursuant to (1) is not misleading, false or deceptive and does not omit anything likely to affect the import of the information.
            (3) For the purposes of complying with the requirement in (1), the Reporting EntityG must, subject to Rule 4.2.3 and 4.2.4, make disclosure as soon as possible and in the manner specified in Rule 4.7.1.
            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

            • MKT 4.2.1 Guidance

              1. A Reporting EntityG is required to disclose Inside InformationG as soon as possible. In practice, a short period before announcing Inside InformationG is permitted where a Reporting EntityG is affected by an unexpected event and the Reporting EntityG needs to clarify the situation or take legal advice so that any information released is accurate and not misleading. Any delay should be limited to a period no longer than is reasonably necessary in the circumstances. Where there is a danger of the information leaking out in the meantime, the Reporting EntityG 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 make a full announcement as soon as possible.
              2. For the disclosure to be not misleading, false or deceptive, a Reporting EntityG should provide information that is accurate, factual and complete. Any incomplete or inaccurate information, such as omission of relevant information, would be misleading or deceptive. Information should be provided in an easy to understand manner and not for promotional purposes. The use of imprecise and confusing language such as 'double digit' or 'in excess of last year' should be avoided as it does not allow investors to properly assess the information for the purpose of making an informed decision relating to the relevant SecuritiesG .
              3. Where a Reporting EntityG realises that it has or may have breached its continuous disclosure obligations, it should contact the DFSAG to discuss the matter and seek guidance on remedying the situation and on taking steps to ensure that similar breaches are prevented from recurring.
              4. A confidentiality agreement should not prevent an entity from complying with its obligations relating to the disclosure of Inside InformationG .
              5. If, for any reason, a Reporting EntityG is unable, or unwilling to make a holding announcement it may be appropriate for the Reporting EntityG to file a report pursuant to Rule 4.2.5 and for the trading of its SecuritiesG to be suspended until the IssuerG is in a position to make an announcement.

              Identifying Inside InformationG

              6. Inside InformationG is defined in Article 63(1)(a) of the Law as:
              "information in relation to InvestmentsG of a precise nature which:
              (i) is not generally available;
              (ii) relates, directly or indirectly, to one or more Reporting EntitiesG or the issuer of the InvestmentsG concerned or to one or more of the Investments; and
              (iii) would, if generally available, be likely to have a significant effect on the price of the InvestmentsG or on the price of related investments."
              7. For the purposes of Article 63(1)(a), information is considered "precise" if it:
              a. indicates circumstances that exist or may reasonably be expected to come into existence or an event that has occurred or may reasonably be expected to occur; and
              b. is specific enough to enable a conclusion to be drawn as to the possible effect of those circumstances or that event on the price of InvestmentsG or related investments.
              8. Similarly, information would be likely to have a "significant effect on price" if and only if it is information of that kind which a reasonable investor would be likely to use as part of the basis of his investment decisions.
              9. The Reporting EntityG is itself best placed to determine whether information, if made public, is likely to have a significant effect on the price of the relevant SecuritiesG , as what constitutes Inside InformationG will vary widely according to circumstances.

              Financial forecasts and expectations

              10. Where a Reporting EntityG makes a market announcement which includes a profit or revenue forecast, such forecasts become, as soon as made, factored into the market pricing of the relevant SecuritiesG . If the Reporting EntityG becomes aware that there is likely to be a material difference between the forecast and the true outcome, the Reporting EntityG should make an announcement correcting the forecast as soon as possible so that the market pricing reflects the accurate position.
              11. In relation to financial forecasts published by a Reporting EntityG , the DFSAG considers that circumstances giving rise to a variation from the previous one should generally be considered Inside InformationG and should be disclosed by the Reporting EntityG as soon as possible. Even where a Reporting EntityG has not made a previous forecast, circumstances giving rise to a variation of profit or revenue from the previous corresponding reporting period should be disclosed where such circumstances would have a significant effect on the price of relevant SecuritiesG . Generally, a change of 10% or more is a material change, but in some circumstances, a smaller variation may also be disclosable if it would reasonably be considered to have a significant effect on the price of the relevant SecuritiesG .
              12. In making such disclosure, the Reporting EntityG should provide clear details of the extent of the variation. For example, a Reporting EntityG may indicate that, based on management accounts, its expected net profit will be an approximate amount (e.g. approximately $15 million) or alternatively within a stated range (e.g. between $14m and $16m). Alternatively, a Reporting EntityG may indicate an approximate percentage movement (e.g. up or down by 35%).

              Relationship between continuous disclosure and periodic disclosures

              13. Periodic disclosures by Reporting EntitiesG are required in a number of circumstances, and examples can include interim and annual financial reports and accounts, prospectuses, bidder's statements and target's statements.
              14. In the course of preparing these disclosure documents, Reporting EntitiesG may become aware of Inside InformationG which was previously insufficiently precise to warrant disclosure. In such circumstances, a Reporting EntityG should not defer releasing that information until the periodic disclosure or other document is finalised. In such circumstances, a Reporting EntityG is expected to make an announcement containing the Inside InformationG as soon as possible.

              Securities of the same class admitted to trading in more than one jurisdiction

              15. Reporting EntitiesG with SecuritiesG of the same class admitted to trading in more than one jurisdiction should ensure that the release of announcements containing Inside InformationG is co-ordinated across jurisdictions. If the requirements for disclosure are stricter in another jurisdiction than in the DIFCG , the Reporting EntityG must ensure that the same information is released in the DIFCG as in that other jurisdiction.
              16. Reporting EntitiesG should not delay an announcement in the DIFCG in order to wait for a market to open in another jurisdiction.
              Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
              [Amended] DFSA RM120/2013 (Made 14th July 2013). [VER4/07-13]

        • Delaying Disclosure

          • MKT 4.2.2

            A Reporting EntityG may delay market disclosure of Inside InformationG so as not to prejudice its legitimate interests provided that:

            (a) the delay is not likely to mislead the markets; and
            (b) if the information is to be selectively disclosed to a PersonG prior to market disclosure, it is made in accordance with the requirements in Rule 4.2.3.
            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

        • Selective Disclosure

          • MKT 4.2.3

            (1) For the purposes of Rule 4.2.2(b), a Reporting EntityG may selectively disclose Inside InformationG to a PersonG prior to making market disclosure of such information only if:
            (a) it is for the purposes of the exercise by such a PersonG of his employment, profession or duties;
            (b) that PersonG owes to the Reporting EntityG a duty of confidentiality, whether based on law, contract or otherwise; and
            (c) the Reporting EntityG has provided to that PersonG , except where that PersonG is the DFSAG , a written notice as specified in (3).
            (2) For the purposes of (1)(a), the PersonsG whose exercise of employment, profession or duties may warrant selective disclosure are as follows:
            (a) any adviser, underwriter, sponsor or compliance adviser;
            (b) an agent employed by the Reporting EntityG to release the information;
            (c) PersonsG with whom the Reporting EntityG is negotiating with a view to effecting a transaction or raising finance, including prospective underwriters or sponsors of an issue of SecuritiesG , providers of finance or loans or the placement of the balance of a rights issue not taken up by shareholders;
            (d) the DFSAG or another Financial Services RegulatorG where such disclosure is necessary or desirable for the regulator to perform its functions;
            (e) a PersonG to whom the Reporting EntityG discloses information in accordance with a lawful requirement;
            (f) a major shareholder of the Reporting EntityG ; or
            (g) any other PersonG to whom it is necessary to disclose the information in the ordinary course of business of the Reporting EntityG .
            (3) For the purposes of (1)(c), the Reporting EntityG must, before making disclosure to a PersonG , provide to that PersonG a written notice that:
            (a) the information is provided in confidence and must not be used or be allowed to be used for a purpose other than the purpose for which it is provided; and
            (b) the recipient must take reasonable steps to ensure that the recipient or any PersonG having access to the information through the recipient does not deal in the relevant SecuritiesG , or any other related Investment, or disclose such information without legitimate reason, prior to market disclosure of that information by the Reporting EntityG .
            (4) Where a Reporting EntityG makes selective disclosure of Inside InformationG pursuant to (1), it must ensure that a full announcement is made to the market as soon as possible, and in any event, when it becomes aware or has reasonable grounds to suspect that such information has or may have come to the knowledge of any PersonG or PersonsG other than those to whom the selective disclosure was made.
            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

            • MKT 4.2.3 Guidance

              1. It is likely that Inside InformationG will be made known to certain EmployeesG of the Reporting EntityG . A Reporting EntityG should put in place procedures to ensure that EmployeesG do not disclose such information, whether or not inadvertently, and that EmployeesG are adequately trained in the identification and handling of Inside InformationG (see Rules 4.2.64.2.7 and associated Guidance).
              2. Rule 4.2.3 does not excuse a Reporting EntityG from its overriding obligation to disclose Inside InformationG as soon as possible pursuant to Rule 4.2.1. A Reporting EntityG which proposes to delay public disclosure of Inside InformationG should refer to Rule 4.2.4, which sets out the limited disclosure exceptions permitted.
              Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

        • Disclosure Exceptions

          • MKT 4.2.4

            (1) A Reporting EntityG need not, subject to (2), make disclosure of information pursuant to Rule 4.2.1, where, in the reasonable opinion of the Reporting EntityG , the disclosure required by that Rule would:
            (a) be unduly detrimental to the legitimate interests of the Reporting EntityG ; or
            (b) disclose commercially sensitive material.
            (2) Where a Reporting EntityG intends not to make the disclosure pursuant to (1), it must immediately file with the DFSAG a confidential report which:
            (a) contains all the information which it seeks not to disclose and the reasons for non-disclosure; and
            (b) is in the English language and, where any documents accompanying the report are not in the English language, an English translation of such documents.
            (3) The DFSAG may:
            (a) specify the period during which disclosure of the information included in the confidential report need not be disclosed to the markets; and
            (b) extend the period referred to in (a) upon application by the Reporting EntityG .
            (4) Where a confidential report is filed with the DFSAG under (2), the Reporting EntityG need not comply with the requirements in Rule 4.2.1 during the period permitted by the DFSAG pursuant to (3), unless or until one of the following occurs:
            (a) the DFSAG directs the Reporting EntityG to comply with Rule 4.2.1;
            (b) the Reporting EntityG becomes aware that there is a material change of circumstances that renders the reason for non-disclosure of the information no longer valid; or
            (c) the Reporting EntityG becomes aware or has reasonable grounds to suspect that the relevant Inside InformationG has or may have come to the knowledge of any PersonG or PersonsG other than by way of selective disclosure in accordance with Rule 4.2.3.
            (5) The procedures in Schedule 3 to the Regulatory Law apply to a decision of the DFSAG under (3) or (4)(a).
            (6) If the DFSAG decides to exercise its power under (3) or (4)(a), the Reporting EntityG may refer the matter to the FMTG for review.
            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
            [Amended] DFSA RM134/2014 (Made 21st August 2014). [VER5/06-14]

          • MKT 4.2.5

            By filing a report under Rule 4.2.4, the Reporting EntityG undertakes that the contents of the report and any accompanying documents are true, accurate and not misleading and contain all the information which the DFSAG would reasonably expect to be made aware of in the circumstances of the case.

            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

            • MKT 4.2.5 Guidance

              1. Examples of circumstances under which a Reporting EntityG might rely on the exception from disclosure in Rule 4.2.4 include where:
              a. it would be a breach of law to disclose such information;
              b. the information is a trade secret;
              c. there are negotiations in course where the outcome or normal pattern of those negotiations would be likely to be affected by public disclosure;
              d. the information is provisional and generated for internal management purposes prior to later public disclosure; or
              e. there are impending developments that could be jeopardised by premature disclosure.
              2. Rule 4.2.4 does not permit a Reporting EntityG to delay public disclosure of the fact that it is in financial difficulty or of its worsening financial condition and is limited to the fact or substance of the negotiations to deal with such a situation. A Reporting EntityG is also not permitted to delay disclosure of Inside InformationG on the basis that its position in subsequent negotiations to deal with the situation will be jeopardised by the disclosure of its financial condition.
              3. Where the DFSAG considers that the reliance on permitted exceptions under Rule 4.2.4 is not in the interests of actual or potential investors, market integrity or the DIFCG , it may direct the Reporting EntityG to make either a holding announcement or full market disclosure (see Rule 4.5.1). The DFSAG may, in addition, require the Authorised Market InstitutionG in which the SecuritiesG are traded to suspend trading of the relevant SecuritiesG .
              Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

        • Control of Inside Information

          • MKT 4.2.6

            A Reporting EntityG must establish effective arrangements to deny access to Inside InformationG to PersonsG other than those who require it for the exercise of their functions within the Reporting EntityG .

            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

          • MKT 4.2.7

            A Reporting EntityG must establish and maintain adequate systems and controls to enable it to identify at all times any PersonG working for it under a contract of employment or otherwise, who has or may reasonably be likely to have access to Inside InformationG relating to the Reporting EntityG , whether on a regular or occasional basis.

            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

          • MKT 4.2.8

            A Reporting EntityG must take the necessary measures to ensure that its Directors and Employees who have or may have access to Inside InformationG acknowledge the legal and regulatory duties entailed, including dealing restrictions in relation to the Reporting Entity'sG SecuritiesG or any related Investments, and are aware of the sanctions attaching to the misuse or improper use or circulation of such information.

            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

          • MKT 4.2.9

            A Reporting EntityG must nominate two individuals to be its main points of contact with the DFSAG in relation to continuing disclosure and other obligations under this chapter.

            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

            • MKT 4.2.9 Guidance

              Framework for handling Inside InformationG

              1. The responsibility for ensuring that a Reporting EntityG has an adequate overall policy on the handling of Inside InformationG lies with the BoardG of the Reporting EntityG . Whilst responsibility for compliance with the continuing obligations set out in the RulesG lies with the Reporting EntityG , DirectorsG should be aware that they may be held PersonG ally liable for breaching these RulesG .
              2. Reporting EntitiesG should have a consistent procedure for assessing whether information is Inside InformationG and should clearly identify those within the Reporting EntityG who are responsible for the communication of this information to the market.
              3. Reporting EntitiesG should put in place arrangements for maintaining the confidentiality of Inside InformationG before announcement. These should include adequate training for EmployeesG in the handling, distribution and announcement of Inside InformationG as appropriate. Reporting EntitiesG should, for example, guard against the risk of Inside InformationG being leaked to the market through selective disclosure of internal briefings or via trade journals. Where the Reporting EntityG considers that this may have occurred, an announcement should be made immediately.

              Inadvertent disclosure

              4. In situations where the Reporting EntityG will be open to questioning that may be designed to elicit or may have the effect of eliciting Inside InformationG (such as during shareholders' meetings or dealing with analysts or journalists), the Reporting EntityG should plan in advance how it will respond to such questions. If the Reporting EntityG intends to disclose Inside InformationG at such a meeting, an announcement must be made before or at the same time as the meeting.
              Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
              [Amended] DFSA RM120/2013 (Made 14th July 2013). [VER4/07-13]

      • MKT 4.3 Disclosure of Interests by Connected Persons

        • MKT 4.3 Guidance

          Article 42 of the Law requires certain PersonsG connected to a Reporting EntityG to file with the DFSAG and the Reporting EntityG a report in accordance with the requirements prescribed in the RulesG .

          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

        • Application

          • MKT 4.3.1

            This section applies to a Connected PersonG of a Reporting EntityG other than that of a Listed FundG .

            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

            • MKT 4.3.1 Guidance

              Chapter 6 contains Connected PersonG disclosure requirements relevant to Listed FundsG .

              Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

        • Definitions

          • MKT 4.3.2

            (1) For the purposes of Article 42(2) of the Law, a PersonG is hereby prescribed as a Connected PersonG of a Reporting EntityG if that PersonG :
            (a) is a DirectorG or an individual involved in the senior management of either:
            (i) the Reporting EntityG ; or
            (ii) a controller of the Reporting EntityG ; or
            (b) owns, whether legally or beneficially, or controls, whether directly or indirectly, voting SecuritiesG carrying more than 5% of the voting rights attaching to all the voting SecuritiesG of either:
            (i) the Reporting EntityG ; or
            (ii) a controller of the Reporting EntityG .
            (2) In (1), a PersonG is a controller of a Reporting EntityG if that PersonG (the first PersonG ), either alone or with his AssociatesG , controls the majority of the voting rights in, or the right to appoint or remove the majority of the BoardG of, the Reporting EntityG or any PersonG who has similar control over the first PersonG , including an ultimate controller of the first PersonG .
            (3) For the purposes of determining whether a PersonG :
            (a) owns or controls voting SecuritiesG in (1)(b); or
            (b) controls the voting rights in or the right to appoint or remove the majority of the BoardG of a Reporting EntityG or a controller of a Reporting EntityG in (2),
            any SecuritiesG held by that PersonG and his AssociatesG , including those in which that PersonG or an AssociateG of that PersonG has a beneficial interest, are deemed as his SecuritiesG except as specified in (4).
            (4) For the purposes of (3), SecuritiesG are not deemed as his SecuritiesG where:
            (a) any such SecuritiesG are held by that PersonG on behalf of another PersonG who is not an Associate of that PersonG ; and
            (b) the PersonG does not have control over the voting rights attaching to the SecuritiesG because some other PersonG exercises those rights or manages those SecuritiesG on a discretionary basis.
            (5) A PersonG is not a Connected PersonG of a Reporting EntityG merely by reason that:
            (a) its Structured ProductsG are admitted to trading on an Authorised Market InstitutionG ; or
            (b) such PersonG :
            (i) owns or holds voting SecuritiesG solely in its capacity as trustee, nominee or custodian under an agreement to hold such SecuritiesG ; and
            (ii) does not exercise any voting or other rights associated with the SecuritiesG except in accordance with the express instructions of the owner of the SecuritiesG or in accordance with the agreement in (i).
            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
            [Amended] DFSA RM101/2012 (Made 24th July 2012) [VER2/07-12]
            [Amended] DFSA RM120/2013 (Made 14th July 2013). [VER4/07-13]

        • Events that Trigger a Report

          • MKT 4.3.3

            (1) A Connected PersonG must file the report required under Article 42(1) of the Law (the "report") with the DFSAG and the Reporting EntityG within 5 business days of the occurrence of any of the events prescribed in (2) and (3).
            (2) In the case of a PersonG who is a Connected PersonG under Rule 4.3.2(1)(a), that PersonG must file the report:
            (a) upon becoming or ceasing to be a DirectorG of a controller of the Reporting EntityG ;
            (b) upon acquiring or ceasing to hold either alone or with an AssociateG of the PersonG any SecuritiesG or other Investments in or relating to the Reporting EntityG or a controller of the Reporting EntityG ; and
            (c) upon any increase or decrease of the level of an interest referred to in (b).
            (3) In the case of a PersonG who is a Connected PersonG under Rule 4.3.2(1)(b), that PersonG must file the report:
            (a) upon acquiring or ceasing to hold voting SecuritiesG carrying more than 5% of the voting rights attaching to all voting SecuritiesG of either the Reporting EntityG or a controller of the Reporting EntityG ; and
            (b) upon an increase or decrease of at least 1% of the level of interest previously reported pursuant to (a).
            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
            [Amended] DFSA RM171/2016 (Made 10th February 2016). [VER8/04-16]

        • Derivatives giving entitlement to securities

          • MKT 4.3.3A

            For the purposes of Rules 4.3.2 and 4.3.3, a PersonG is taken to hold SecuritiesG or InvestmentsG in or relating to a Reporting EntityG , if the PersonG holds a DerivativeG or any other Financial InstrumentG that on its maturity will confer on him:

            (a) an unconditional right to acquire the SecurityG or InvestmentG ; or
            (b) the discretion as to his right to acquire the SecurityG or InvestmentG .
            Derived from DFSA RM171/2016 (Made 10th February 2016). [VER8/04-16]

        • Content of the Report

          • MKT 4.3.4

            A report filed by a Connected PersonG must contain the following information:

            (a) the name and address of the Connected PersonG ;
            (b) the date on which the event giving rise to the obligation to file a report occurred;
            (c) the date on which the filing was made; and
            (d) the price, amount and class of SecuritiesG or other InvestmentsG as is relevant in relation to the transaction or other event and the previous and new level of interest held.
            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

        • Market Disclosure

          • MKT 4.3.5

            Upon a Connected PersonG filing a report with the Reporting EntityG , the Reporting EntityG must, as soon as possible, make market disclosure of that report in accordance with Rule 4.7.1.

            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
            [Amended] DFSA RM120/2013 (Made 14th July 2013). [VER4/07-13]

      • MKT 4.4 Disclosure of Directors' Material Interests

        • MKT 4.4 Guidance

          Article 43 of the Law requires PersonsG with a material interest in the Reporting EntityG to give a notice relating to that interest in accordance with the requirements prescribed in the RulesG .

          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

        • Application

          • MKT 4.4.1

            This section applies to every Reporting EntityG other than that of a Listed FundG .

            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

            • MKT 4.4.1 Guidance

              Chapter 6 contains the disclosure of material interest applicable to Listed FundG .

              Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

        • Definition of a Material Interest

          • MKT 4.4.2

            A DirectorG of a Reporting EntityG has a material interest in the Reporting EntityG if that PersonG has any interest arising through:

            (a) the direct or indirect ownership of, or beneficial ownership of, InvestmentsG in the Reporting EntityG ; or
            (b) any involvement in financial or commercial arrangement with or relating to the Reporting EntityG .
            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

        • Content and Procedures Relating to the Notice

          • MKT 4.4.3

            (1) Subject to (2), a notice relating to a material interest must be given by a PersonG referred to in Rule 4.4.2, to the other DirectorsG of the Reporting EntityG within 5 business days of the material interest arising or changing.
            (2) A PersonG referred to in (1) need not give a notice relating to a material interest if the material interest is required to be included in a report which that PersonG must provide by virtue of being a Connected PersonG under section 4.3 and the PersonG has complied with the requirement mentioned in that section.
            (3) A notice relating to a material interest must contain:
            (a) the name and address of the PersonG giving the notice; and
            (b) the details relating to the material interest, including the date on which the material interest arose or changed.
            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

        • Market Disclosure

          • MKT 4.4.4

            Upon receiving a notice relating to a material interest, the Reporting EntityG must, as soon as possible, make market disclosure of that report in accordance with Rule 4.7.1.

            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

      • MKT 4.5 Power to Direct Disclosure

        • MKT 4.5 Guidance

          Article 50 of the Law gives the DFSAG the power to direct a Reporting EntityG to disclose specified information to the market or take such other steps as the DFSAG considers appropriate where it is satisfied that it is in the interest of the DIFCG to do so.

          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
          [Amended] DFSA RM120/2013 (Made 14th July 2013). [VER4/07-13]

        • MKT 4.5.1

          (1) The DFSAG may, pursuant to its power under Article 50(1)(a) of the Law, issue a written notice directing a Reporting EntityG (a "direction notice") to disclose specified information to the market and to take any other steps as the DFSAG considers appropriate in the following circumstances:
          (a) where a Reporting EntityG fails to comply with an obligation to disclose any information under the Law and the Rules;
          (b) to correct or prevent a false market if the DFSAG reasonably considers that there is or is likely to be a false market in a Reporting Entity'sG SecuritiesG ;
          (c) where there is a rumour or media speculation in relation to the Reporting EntityG or the relevant SecuritiesG that has not been confirmed or clarified by an announcement by the Reporting EntityG made in accordance with Rule 4.2.1 and such rumour or media speculation is or is reasonably likely to have an impact upon the price of the Reporting EntityG or the relevant SecuritiesG ; or
          (d) where it is in the interests of:
          (i) actual or potential investors;
          (ii) market integrity; or
          (iii) the DIFCG .
          (2) A Reporting EntityG which receives a direction notice issued pursuant to (1) must comply with the terms of that notice.
          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
          [Amended] DFSA RM120/2013 (Made 14th July 2013). [VER4/07-13]

      • MKT 4.6 Other Matters that Require Market Disclosure

        • MKT 4.6.1

          A Reporting EntityG must disclose to the market in accordance with Rule 4.7.1 the matters specified in App2.

          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

      • MKT 4.7 Manner of Market Disclosure

        • MKT 4.7.1

          (1) When a Reporting EntityG is required to make market disclosure of any information, such information must be released to the market by way of an announcement made:
          (a) to the Authorised Market InstitutionG on which the SecuritiesG are admitted to trading;
          (b) on the website of the Reporting EntityG ; and
          (c) to any approved Regulatory Announcement ServiceG .
          (2) The disclosure in (1) must also be concurrently provided to the DFSAG .
          (3) Without prejudice to its obligations relating to market disclosure, a Reporting EntityG must take reasonable care to ensure that any information it is required to disclose is clear, fair and not misleading, false or deceptive.
          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
          [Amended] DFSA RM120/2013 (Made 14th July 2013). [VER4/07-13]

          Click here to view the DFSA's approved RAS

          Click here to view the DFSA's approval criteria for RAS.

        • MKT 4.7.2

          The DFSAG may, upon application by a PersonG or on its own initiative, approve a Regulatory Announcement ServiceG for the purposes of making the disclosure in 4.7.1(c).

          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

        • MKT 4.7.3

          A Reporting EntityG must retain on its website all information that has been disclosed to markets for a period of one year following publication.

          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

    • MKT 5 Accounting Periods and Financial Reports and Auditing

      • MKT 5 Guidance

        1. Article 44 of the Law provides that a Reporting EntityG shall prepare and file with the DFSAG an annual financial report in accordance with the requirements prescribed in the Rules.
        2. Article 45 of the Law provides that a Reporting EntityG shall prepare and file with the DFSAG :
        a. a semi-annual financial report; and
        b. any other financial statements as are required by the DFSAG , in the circumstances prescribed by Rules.
        Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
        [Amended] DFSA RM120/2013 (Made 14th July 2013). [VER4/07-13]
        [Amended] DFSA RM134/2014 (Made 21st August 2014). [VER5/06-14]

      • MKT 5.1 Application

        • MKT 5.1.1

          This section applies to every Reporting EntityG other than that of a Listed FundG except where a narrower application is provided in respect of any particular class of Security.

          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

          • MKT 5.1.1 Guidance

            Chapter 6 contains the requirements relating to accounting periods and financial reporting in respect of Listed FundsG .

            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

        • Financial reporting standards

          • MKT 5.1.2

            (1) A Reporting EntityG must prepare financial statements for each financial year of the Reporting EntityG .
            (2) A Reporting EntityG must prepare and maintain all financial statements in accordance with the International Financial Reporting Standards (IFRS) or other financial reporting standards acceptable to the DFSAG .
            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
            [Amended] DFSA RM134/2014 (Made 21st August 2014). [VER5/06-14]

        • Accounting Periods

          • MKT 5.1.3

            (1) A Reporting EntityG must not change its accounting reference date as specified in its most recent ProspectusG unless it has obtained the prior approval of the DFSAG in accordance with the requirements in (2).
            (2) A Reporting EntityG that proposes to change its accounting reference date must:
            (a) notify the DFSAG of its proposal at least 28 business days prior to making such a change; and
            (b) obtain the DFSA'sG prior approval for the proposed change.
            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

        • Annual Financial Report

          • MKT 5.1.4

            (1) The annual financial report which is required to be produced by a Reporting EntityG pursuant to Article 44 of the Law must include the information specified in (2).
            (2) In respect of the financial year to which the annual financial report relates, it must contain:
            (a) financial statements audited in accordance with Rule 5.1.5;
            (b) a review of the operations during the year and the results of those operations;
            (c) details of any significant changes in the Reporting Entity'sG state of affairs during the financial year;
            (d) details relating to the Reporting Entity'sG principal activities during the year and any significant changes in the nature of those activities during the year;
            (e) 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'sG operations in future financial years and the results of those operations; or
            (ii) the Reporting Entity'sG state of affairs in future financial years; and
            (f) likely developments in the Reporting Entity'sG operations in future financial years and the expected results of those operations;
            (g) a statement of auditors required under Article 46(2) of the Law;
            (h) a statement by Directors whether or not, in their opinion, the business of the Reporting EntityG is a going concern, with supporting assumptions or qualifications as necessary; and
            (i) details relating to the identity and holdings of any Connected PersonG of the Reporting EntityG .
            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
            [Amended] DFSA RM101/2012 (Made 24th July 2012) [VER2/07-12]
            [Amended] DFSA RM134/2014 (Made 21st August 2014). [VER5/06-14]

            • MKT 5.1.4 Guidance

              With regard to the opinion required under the obligation in Rule 5.1.4(2)(h), the DFSAG recognises that while the financial statements will be prepared by PersonsG other than the DirectorsG , the BoardG has overall responsibilities to ensure the integrity and independence of the financial reporting process.

              Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
              [Amended] DFSA RM134/2014 (Made 21st August 2014). [VER5/06-14]

          • MKT 5.1.5

            The annual financial report of a Reporting EntityG that is not a Public Listed CompanyG must be audited by an independent, competent and qualified auditor in accordance with the International Standards on AuditingG as issued by the International Auditing and Assurance Standards Board ("IAASB") or other standards acceptable to the DFSAG .

            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
            [Amended] DFSA RM109/2012 (Made 23rd December 2012). [VER03/07-12]
            [Amended] DFSA RM134/2014 (Made 21st August 2014). [VER5/06-14]

            • MKT 5.1.5 Guidance

              1. MKT Rule 5.1.5 applies to a Reporting EntityG that is not a Public Listed CompanyG .
              2. A Public Listed CompanyG is required under Article 99 of the Regulatory Law to appoint an auditor that is a Registered AuditorG (see MKT 5.2). Under MKT Rule 5.2.7 a Public Listed CompanyG must require its Registered AuditorG to conduct an audit of its financial statements in accordance with the requirements of the relevant standards published by the International Auditing and Assurance Standards Board (IAASB) in respect of its financial business or other standards acceptable to the DFSAG and produce audit reports as specified in AUD.
              [Added] DFSA RM134/2014 (Made 21st August 2014). [VER5/06-14]

          • MKT 5.1.6

            The annual financial report must be signed by at least two DirectorsG of the Reporting EntityG .

            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

            • MKT 5.1.6 Guidance

              The DFSAG expects a Reporting EntityG to make, within its annual financial report, appropriate levels of disclosure for different types of SecuritiesG . Accordingly, the disclosure made for an IssuerG of SharesG would be significantly more extensive than the disclosure made in respect of an IssuerG of DebenturesG .

              Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
              [Amended] DFSA RM120/2013 (Made 14th July 2013). [VER4/07-13]

        • Semi-Annual Financial Report

          • MKT 5.1.7

            (1) Pursuant to Article 45(1)(a) of the Law, a Reporting EntityG in respect of SharesG , or WarrantsG or CertificatesG over SharesG must, in addition to the annual financial report, prepare and file a semi-annual financial report which meets the requirements in (2) and (3).
            (2) A Reporting EntityG must:
            (a) prepare such report:
            (i) for the first six months of each financial year or period; and if there is a change to the accounting reference date, prepare such report in respect of the period up to the old accounting reference date; and
            (ii) in accordance with the applicable IFR standards or other standards acceptable to the DFSAG ;
            (b) if the financial statements have either been audited or reviewed by auditors, include in the report statements to that effect; and
            (c) ensure that that the report includes:
            (i) an indication of important events that have occurred during the first six months of the financial year, and their impact on the financial statements;
            (ii) a description of the principal risks and uncertainties for the remaining six months of the financial year; and
            (iii) a condensed set of financial statements, an interim management report and associated responsibility statements.
            (3) A semi-annual financial report must be signed by at least two DirectorsG of the Reporting EntityG .
            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
            [Amended] DFSA RM109/2012 (Made 23rd December 2012). [VER03/07-12]
            [Amended] DFSA RM120/2013 (Made 14th July 2013). [VER4/07-13]
            [Amended] DFSA RM134/2014 (Made 21st August 2014). [VER5/06-14]

        • Market Disclosure

          • MKT 5.1.8

            (1) A Reporting EntityG where it is required by the Law and the RulesG to prepare the following financial reports must disclose to the market, in accordance with Rule 4.7.1:
            (a) its annual financial report;
            (b) its semi-annual financial report; and
            (c) its preliminary financial results.
            (2) A Reporting EntityG must make the market disclosure required in (1) within the following time periods:
            (a) in relation to its annual financial report, as soon as possible after the financial statements have been approved, but no later than 120 days after the end of the financial period;
            (b) in relation to its semi-annual financial report, as soon as possible and in any event no later than 60 days after the end of the period to which the report relates; and
            (c) in relation to its preliminary financial results, as soon as possible but no later than 30 minutes before the market opens on the day after the approval of the BoardG .
            (3) A Reporting EntityG must, where there is a change to its accounting reference date, disclose to the market in accordance with Rule 4.7.1:
            (a) the change to its accounting reference date as soon as possible; and
            (b) if it is a Reporting EntityG in relation to SharesG , a second interim report within six months of the old accounting reference date if the change of the accounting reference date extends the annual accounting period to more than 14 months.
            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
            [Amended] DFSA RM120/2013 (Made 14th July 2013). [VER4/07-13]
            [Amended] DFSA RM134/2014 (Made 21st August 2014). [VER5/06-14]
            [Amended] DFSA RM171/2016 (Made 10th February 2016). [VER8/04-16]

      • MKT 5.2 Application in respect of a public listed company

        • MKT 5.2.1

          This section applies to every Public Listed CompanyG .

          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
          [Amended] DFSA RM134/2014 (Made 21st August 2014). [VER5/06-14]

          • MKT 5.2.1 Guidance

            1. A Public Listed CompanyG is defined in the Regulatory Law to mean a person incorporated or formed in the DIFCG and who is admitted to an official list of securities in the DIFCG or to an equivalent list of securities in another jurisdiction.
            2. A Public Listed CompanyG is required under Article 99 of the Regulatory Law to appoint an auditor that is a Registered AuditorG .
            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
            [Amended] DFSA RM120/2013 (Made 14th July 2013). [VER4/07-13]
            [Amended] DFSA RM134/2014 (Made 21st August 2014). [VER5/06-14]

        • Appointment and Termination of Auditors

          • MKT 5.2.2

            A Public Listed CompanyG must:

            (a) notify the DFSAG of the appointment of a Registered AuditorG by completing and submitting the appropriate form in AFN;
            (b) prior to the appointment of the Registered AuditorG , take reasonable steps to ensure that the Registered AuditorG has the required skills, resources and experience to audit the business of the Public Listed CompanyG for which the Registered AuditorG has been appointed; and
            (c) ensure that the Registered AuditorG , at the time of appointment and for the duration of the engagement is registered with the DFSAG as a Registered AuditorG .
            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
            [Amended] DFSA RM134/2014 (Made 21st August 2014). [VER5/06-14]

          • MKT 5.2.3

            A Public Listed CompanyG must notify the DFSAG immediately if the appointment of its Registered AuditorG is or is about to be terminated, or on the resignation of its Registered AuditorG , by completing and submitting the appropriate form in AFN.

            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
            [Amended] DFSA RM134/2014 (Made 21st August 2014). [VER5/06-14]

          • MKT 5.2.4

            A Public Listed CompanyG must appoint a Registered AuditorG to fill any vacancy in the office of Registered AuditorG and ensure that the replacement Registered AuditorG can take up office at the time the vacancy arises or as soon as reasonably practicable.

            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
            [Amended] DFSA RM134/2014 (Made 21st August 2014). [VER5/06-14]

          • MKT 5.2.5

            (1) A Public Listed CompanyG must take reasonable steps to ensure that the Registered AuditorG and the relevant audit staff of the Registered AuditorG are independent of and not subject to any conflict of interest with respect to the Public Listed CompanyG .
            (2) A Public Listed CompanyG must notify the DFSAG if it becomes aware, or has reason to believe, that the Registered AuditorG or the relevant audit staff of the Registered AuditorG are no longer independent of the Public Listed CompanyG , or have a conflict of interest which may affect their judgement in respect of the Public Listed CompanyG .
            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
            [Amended] DFSA RM134/2014 (Made 21st August 2014). [VER5/06-14]

            • MKT 5.2.5 Guidance

              A Public Listed CompanyG should consider whether there is any financial or personal relationship between it or any of its relevant EmployeesG and the Registered AuditorG or any of the relevant EmployeesG of the Registered AuditorG that may affect the judgement of the Registered AuditorG when conducting an audit of the Public Listed CompanyG or complying with all its legal obligations, including the Regulatory Law, AUD, AMLG and other relevant modules of the DFSA Rulebook.

              Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
              [Amended] DFSA RM134/2014 (Made 21st August 2014). [VER5/06-14]

          • [Deleted]

            [Deleted] DFSA RM134/2014 (Made 21st August 2014). [VER5/06-14]

          • [Deleted]

            [Deleted] DFSA RM134/2014 (Made 21st August 2014). [VER5/06-14]

          • [Deleted]

            [Deleted] DFSA RM134/2014 (Made 21st August 2014). [VER5/06-14]

        • Co-operation with Auditors

          • MKT 5.2.6

            A Public Listed CompanyG must take reasonable steps to ensure that it and its EmployeesG :

            (a) provide any information to its Registered AuditorG that its Registered AuditorG reasonably requires, or is entitled to receive as Registered AuditorG ;
            (b) give the Registered AuditorG right of access at all reasonable times to relevant records and information within its possession;
            (c) allow the Registered AuditorG to make copies of any records or information referred to in paragraph (b);
            (d) do not interfere with the Registered Auditor'sG ability to discharge its duties;
            (e) report to the Registered AuditorG any matter which may significantly affect the financial position of the Public Listed CompanyG ; and
            (f) provide such other assistance as the Registered AuditorG may reasonably request it to provide.
            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
            [Amended] DFSA RM134/2014 (Made 21st August 2014). [VER5/06-14]

        • Function of the Auditor

          • MKT 5.2.7

            A Public Listed CompanyG , must in writing require its Registered AuditorG to:

            (a) conduct an audit of the Public Listed Company'sG financial statements in accordance with the International Standards on Auditing as issued by the International Auditing and Assurance Standards Board (IAASB) in respect of its financial business or other standards acceptable to the DFSAG ; and
            (b) produce a Public Listed CompanyG Auditor's Report on the audited financial statements in accordance with the Markets Law 2012 and AUD App6.
            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
            [Amended] DFSA RM134/2014 (Made 21st August 2014). [VER5/06-14]

          • MKT 5.2.8

            A Public Listed CompanyG must submit any auditor's reports and financial statements required by this chapter to the DFSAG within four months of the Public Listed Company'sG financial year end.

            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
            [Amended] DFSA RM134/2014 (Made 21st August 2014). [VER5/06-14]

        • [Deleted]

        • [Deleted]

          [Deleted] DFSA RM134/2014 (Made 21st August 2014). [VER5/06-14]

        • [Deleted]

          [Deleted] DFSA RM134/2014 (Made 21st August 2014). [VER5/06-14]

        • [Deleted]

        • [Deleted]

          • [Deleted]

            [Deleted] DFSA RM134/2014 (Made 21st August 2014). [VER5/06-14]

        • [Deleted]

        • [Deleted]

        • [Deleted]

          [Deleted] DFSA RM134/2014 (Made 21st August 2014). [VER5/06-14]

        • [Deleted]

        • [Deleted]

          [Deleted] DFSA RM134/2014 (Made 21st August 2014). [VER5/06-14]

          • [Deleted]

            [Deleted] DFSA RM134/2014 (Made 21st August 2014). [VER5/06-14]

        • [Deleted]

          [Deleted] DFSA RM120/2013 (Made 14th July 2013). [VER4/07-13]

        • [Deleted]

          [Deleted] DFSA RM134/2014 (Made 21st August 2014). [VER5/06-14]

        • [Deleted]

          • [Deleted]

            [Deleted] DFSA RM134/2014 (Made 21st August 2014). [VER5/06-14]

        • [Deleted]

          • [Deleted]

            [Deleted] DFSA RM134/2014 (Made 21st August 2014). [VER5/06-14]

    • MKT 6 Listed Funds

      • MKT 6.1 Application

        • MKT 6.1.1

          This chapter applies to:

          (a) every Reporting EntityG of a Listed FundG ; and
          (b) any other PersonG specified in the Rules.
          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

      • MKT 6.2 General Requirements

        • MKT 6.2.1

          (1) A PersonG may have the Units of a FundG admitted to an Official List of SecuritiesG only if:

          (a) in the case of a Domestic FundG , it is a Public FundG ; and
          (b) in the case of a Foreign FundG :
          (i) it is a Designated FundG from a Recognised JurisdictionG ; or
          (ii) it is a Fund approved by the DFSAG as a Fund subject to equivalent regulation as that applying to a Public FundG ; and
          and it meets the relevant criteria in (2) as applicable.

          (2) The relevant criteria for the purposes of (1)(b) are:

          (a) in the case of a fund that meets the criteria of a Property FundG , it is a closed-ended investment vehicle and 60% or more of the FundG 's assets comprise Real PropertyG ;
          (b) in the case of a fund that is referred to in its offer documents as an "Exchange Traded FundG " or "ETFG ", it complies with CIR Rule 3.1.12; and
          (c) in the case of a fund that is referred to in its offer documents as an "Islamic Exchange Traded FundG " or "Islamic ETFG ", it complies with IFR Rule 6.13.1(2).
          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
          [Amended] DFSA RM120/2013 (Made 14th July 2013). [VER4/07-13]
          [Amended] DFSA RM219/2018 (Made 22nd February 2018). [VER13/12-18]

        • MKT 6.2.2

          Where an obligation applies to a Reporting EntityG of a FundG under a provision of this chapter, except where expressly provided otherwise, the Governing BodyG of the Reporting EntityG must ensure compliance with that obligation.

          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

          • MKT 6.2.2 Guidance

            In the case of an Investment CompanyG (FundG ) which has as its Fund ManagerG a licensed Corporate DirectorG , the Reporting EntityG of that FundG is its Corporate DirectorG . See CIR section 8.1A for details relating to Corporate DirectorsG .

            Derived from DFSA RM219/2018 (Made 22nd February 2018). [VER13/12-18]

      • MKT 6.3 Prospectus Requirements Relating to a Listed Fund

        • MKT 6.3 Guidance

          1. The ProspectusG requirements including content and structure in chapter 2 of this module do not apply to ProspectusG es relating to UnitsG of FundsG . ProspectusG requirements that apply to Offer of Units of Funds are found in the Collective Investment Law 2010 and the CIR module. See Article 10(1) of the Law which disapplies chapter 2 of this module to Fund ProspectusesG .
          2. However, under Article 14(1)(b) of the Law, a ProspectusG is required for the purposes of admitting any SecuritiesG , including UnitsG , to trading on an Authorised Market InstitutionG . The Rules in this section 6.3 are designed to enable a PersonG seeking to have UnitsG of a FundG admitted to trading on an Authorised Market InstitutionG to be able to use a ProspectusG prepared in accordance with the requirements in the Collective Investment Law 2010 and the Rules in the CIR module if it is a Domestic FundG . In the case of Foreign FundsG , the offer documents prepared in accordance with the requirements in a foreign jurisdiction will be acceptable in the circumstances prescribed in this section.
          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

        • MKT 6.3.1

          (1) A PersonG intending to have UnitsG admitted to trading on an Authorised Market InstitutionG must, subject to (2), (3) and (4), submit to the DFSAG :
          (a) a completed application using the appropriate form set out in AFN and the relevant fee prescribed in FER;
          (b) a ProspectusG relating to the Fund ("Fund Prospectus") which:
          (i) complies with, in the case of a Domestic FundG , the requirements in the Collective Investment Law 2010 and CIR that apply to a Public FundG and, where that FundG is also an Islamic Fund, the additional requirements in IFR chapter 6;
          (ii) is prepared, in the case of a Foreign FundG , in accordance with the requirements in Rule 6.3.3; and
          (iii) contains, unless it is an Islamic Listed FundG , a prominent disclaimer in bold, on the front page of the ProspectusG , as follows:
          "The DFSAG does not accept responsibility for the content of the information included in the ProspectusG , including the accuracy or completeness of such information. The liability for the content of the ProspectusG lies with the IssuerG of the ProspectusG and other PersonsG , such as ExpertsG , whose opinions are included in the ProspectusG with their consent. The DFSAG has also not assessed the suitability of the SecuritiesG to which the ProspectusG relates to any particular investor or type of investor. If you do not understand the contents of this ProspectusG or are unsure whether the SecuritiesG to which the ProspectusG relates are suitable for your individual investment objectives and circumstances, you should consult an authorised financial advisor."
          (c) where subsequent drafts or versions of the Fund ProspectusG are submitted, a marked up version showing changes from the previous version submitted to the DFSAG ;
          (d) if information is incorporated in the Fund ProspectusG by reference to another document, a copy of that other document;
          (e) the identity of the PersonG who is or intends to be the Reporting EntityG ;
          (f) contact details of two individuals who are sufficiently knowledgeable about the content of the document referred to in (b) to be able to answer queries of the DFSAG during business hours; and
          (g) any other information that the DFSAG may require.
          (2) The application in (1) must be submitted to the DFSAG :
          (a) in the case of an applicant who has not made a previous Prospectus OfferG , at least [20] business days prior to the intended date on which the applicant expects the ProspectusG to be approved;
          (b) in other cases, at least [10] business days before the intended date on which the applicant expects the ProspectusG to be approved; and
          (c) in the case of a Supplementary ProspectusG , as soon as is reasonably possible.
          (3) In the case of a Supplementary ProspectusG , the application for approval must:
          (a) be made using the appropriate form set out in the AFN module;
          (b) accompanied by the relevant fee prescribed in the FER module; and
          (c) include:
          (i) in the case of a Domestic FundG , a Supplementary ProspectusG which meets the requirements in the Collective Investment Law 2010 and the CIR Rules; and where that FundG is an Islamic FundG , the additional requirements in IFRG ; and
          (ii) in the case of a Foreign FundG , a document which meets the equivalent requirements applicable in the jurisdiction in which the Fund is established or domiciled.
          (4) In the case of a Passported FundG , the following disclaimer must be used instead of the disclaimer specified in (1)(b)(iii):

          "This is an Approved ProspectusG for the purposes of admitting SecuritiesG , including units, to trading on an Authorised Market InstitutionG in the Dubai International Financial Centre.

          Notwithstanding that the DFSAG has approved the prospectus, the DFSAG does not accept responsibility for the content of the information included in the ProspectusG , including the accuracy or completeness of such information. The liability for the content of the ProspectusG lies with the IssuerG of the ProspectusG and other PersonsG , such as ExpertsG , whose opinions are included in the ProspectusG with their consent.

          No other regulatory authority in the UAEG has any responsibility for reviewing or verifying this prospectus or any other documents in connection with the promotion of this fund. Accordingly, no such authority in the UAEG has approved this prospectus or any other associated documents, nor taken any steps to verify the information set out herein, and therefore no regulatory authority in the UAEG has any responsibility for the same.

          This Passported FundG is a Public FundG and, accordingly, the units thereof may be promoted, including by means of a public offer of the units for public subscription, to persons in [insert relevant Host Jurisdiction(s)].

          The DFSAG has also not assessed the suitability of the SecuritiesG to which the ProspectusG relates to any particular investor or type of investor. If you do not understand the contents of this ProspectusG or are unsure whether the SecuritiesG to which the ProspectusG relates are suitable for your individual investment objectives and circumstances, you should consult an authorised financial advisor."
          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
          [Amended] DFSA RM120/2013 (Made 14th July 2013). [VER4/07-13]
          [Amended] DFSA RM219/2018 (Made 22nd February 2018). [VER13/12-18]
          [Amended] DFSA RM238/2019 (Made 20th February 2019). [VER14/02-19]

        • Approval of a Prospectus

          • MKT 6.3.2

            (1) The DFSAG will approve a Fund ProspectusG which has been filed with the DFSAG in accordance with Rule 6.3.1 as soon as reasonably practicable where it is satisfied that the ProspectusG complies with all the requirements applicable to that ProspectusG .
            (2) A Fund ProspectusG is not an Approved ProspectusG for the purposes of Article 14(2) of the Law unless the DFSAG has issued to the applicant a notice stating its approval:
            (a) of the ProspectusG or Supplementary ProspectusG , as the case may be; and
            (b) in the case of a, ProspectusG in (a) comprising multiple documents, of all the multiple documents.
            (3) The procedures in Schedule 3 to the Regulatory Law apply to a decision of the DFSAG under this Rule not to approve a Fund ProspectusG .
            (4) If the DFSAG decides to exercise its power not to approve a Fund ProspectusG under this Rule, the applicant may refer the matter to the FMTG for review.
            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
            [Amended] DFSA RM134/2014 (Made 21st August 2014). [VER5/06-14]

            • MKT 6.3.2 Guidance

              1. A PersonG intending to apply to the DFSAG for approval of a Fund ProspectusG pursuant to Rule 6.3.1 should consider submitting a draft ProspectusG for preliminary review by the DFSAG prior to formally submitting the ProspectusG for DFSAG approval. See the RPP Sourcebook for procedures for applying for DFSAG approval.
              2. The approval of a Fund ProspectusG by the DFSAG will not prevent the use by the DFSAG of its powers, such as the stop order power in Article 25 of the Law, in circumstances where the need for such action is subsequently identified. For example, if the DFSAG becomes aware, after the approval of the Fund ProspectusG , that it contains any misleading or deceptive information, or it breaches the ProspectusG provisions in other respects, the DFSAG may use its stop order power or take any other action as appropriate in the circumstances.
              Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

          • MKT 6.3.3

            (1) For the purposes of Rule 6.3.1(b)(ii), the offer document relating to the Foreign FundG must comply with the requirements:
            (a) relating to a Designated FundG in a Recognised JurisdictionG ; or
            (b) in a jurisdiction which provides a level of regulation relating to the offer which is acceptable to the DFSAG .
            (2) The DFSAG may accept an offer document referred to in (1)(b) subject to such conditions or restrictions imposed by the DFSAG 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 acceptable to the DFSAG .
            (4) The procedures in Schedule 3 to the Regulatory Law apply to a decision of the DFSAG under this Rule to impose conditions or restrictions.
            (5) If the DFSAG decides to exercise its power under this Rule to impose conditions or restrictions, the applicant may refer the matter to the FMTG for review.
            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
            [Amended] DFSA RM134/2014 (Made 21st August 2014). [VER5/06-14]

        • Publication of a Prospectus

          • MKT 6.3.4

            A Fund ProspectusG approved by the DFSAG pursuant to Rule 6.3.1 must:

            (a) be filed with the Authorised Market InstitutionG on which the Units are to be admitted to trading as soon as possible after the DFSAG has granted its approval; and
            (b) be published in accordance with the requirements in section 6.10.
            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
            [Amended] DFSA RM171/2016 (Made 10th February 2016). [VER8/04-16]

        • Exempt Offers in Respect of Units

          • MKT 6.3.5

            The prohibition in Article 14(1)(b) of the Law does not apply, subject to the requirement in Rules 6.3.6, to the admission to trading on an Authorised Market InstitutionG of:

            (a) UnitsG representing, over a period of 12 months, less than 10 per cent of the number of UnitsG of the same class already admitted to trading on the same Authorised Market InstitutionG ;
            (b) UnitsG issued in substitution for Units of the same class already admitted to trading on the same Authorised Market InstitutionG , if the issue of Units does not involve any increase in the issued capital;
            (c) Units offered, allotted or to be allotted to existing UnitholdersG free of charge, or in respect of dividends paid out in the form of UnitsG of the same class as the Units in respect of which the dividends are paid, if:
            (i) the Units are of the same class as the UnitsG already admitted to trading on the same Authorised Market InstitutionG ; and
            (ii) a document is made available containing information on the number and nature of the UnitsG and the reasons for and details of the offer; or
            (d) UnitsG already admitted to trading on another Authorised Market InstitutionG or Regulated ExchangeG (the "other market"), where:
            (i) the UnitsG of the same class have been admitted to trading and continuously traded on the other market for more than 18 months;
            (ii) the ongoing obligations for trading on that other market have been complied with; and
            (iii) there is a summary document in the English language approved by the DFSAG and published:
            (A) containing the Key InformationG required under Rule 2.5.2(1)(b);
            (B) stating where the most recent and current ProspectusG , if any, can be obtained; and
            (C) specifying where the financial information published by the IssuerG pursuant to its ongoing disclosure obligations of the other market is available.
            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
            [Amended] DFSA RM120/2013 (Made 14th July 2013). [VER4/07-13]

          • MKT 6.3.6

            All UnitsG in a class of SecuritiesG admitted to trading including those specified under Rule 6.3.5 must be traded on an Authorised Market InstitutionG or a Regulated ExchangeG .

            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

        • Financial Promotions

          • MKT 6.3.7

            The Reporting EntityG of a Listed FundG must ensure that any financial promotions relating to the UnitsG of the Fund comply with the requirements relating to financial promotions:

            (a) in the case of a Domestic FundG , those in the Collective Investment Law 2010 and the CIR Rules; and
            (b) in the case of a Foreign FundG , the equivalent requirements applicable to the Fund in the jurisdiction of its domicile or establishment.
            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

      • MKT 6.4 Governance Requirements Relating to a Listed Fund

        • Related Party Transactions

          • MKT 6.4.1

            (1) The Reporting EntityG of a Listed FundG must ensure that no transaction with respect to the Fund PropertyG is entered into with a Related PartyG except in accordance with the procedures in (2).
            (2) For the purposes of (1), a Reporting EntityG of a Listed FundG must:
            (a) if the Fund is a Domestic FundG , comply with the requirements in the Collective Investment Law 2010 and the CIR Rules relating to Related Party TransactionsG ; and
            (b) if the FundG is a Foreign FundG , comply with the equivalent requirements applicable to that FundG in the jurisdiction of its domicile or establishment.
            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
            [Amended] RM194/2016 (Made 7th December 2016). [VER09/02-17]

      • MKT 6.5 Market Disclosure Relating to a Listed Fund

        • Disclosure of Inside Information

          • MKT 6.5.1

            (1) A Reporting EntityG of a Listed FundG must:
            (a) make timely disclosure of Inside InformationG in accordance with the requirements in this section; and
            (b) ensure that the disclosure it makes pursuant to (a) is not misleading, false or deceptive and does not omit anything likely to affect the import of the information.
            (2) For the purposes of complying with the requirement in (1)(a), the Reporting EntityG of a Listed FundG must, subject to Rule 6.5.4 and 6.5.5, make disclosure to the market as soon as possible and in the manner specified in Rule 6.10.1.
            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

            • MKT 6.5.1 Guidance

              1. A Reporting EntityG of a Listed FundG is required to disclose Inside InformationG relating to the Listed FundG to the market as soon as possible in accordance with the requirements in Section 6.9. In practice, a short period before announcing Inside InformationG is permitted where a Reporting EntityG is affected by an unexpected event and the Reporting EntityG needs to clarify the situation or take legal advice so that any information released is accurate and not misleading. Any delay should be limited to a period no longer than is reasonably necessary in the circumstances. Where there is a danger of the information leaking out in the meantime, the Reporting EntityG 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 make a full announcement as soon as possible.
              2. For the disclosure to be not misleading, false or deceptive, a Reporting EntityG of a Listed FundG should provide information that is accurate, factual and complete. Any incomplete or inaccurate information, such as omission of relevant information, would be misleading or deceptive. Information should be provided in an easy to understand manner and not for promotional purposes. The use of imprecise and confusing language such as 'double digit' or 'in excess of last year' should be avoided as it does not allow investors to properly assess the information for the purpose of making an informed decision relating to the relevant SecuritiesG
              3. A confidentiality agreement should not prevent a Reporting EntityG from complying with its obligations relating to the disclosure of Inside InformationG .
              4. If, for any reason, a Reporting EntityG of a Listed FundG is unable, or unwilling to make a holding announcement it may be appropriate for the Reporting EntityG to file a report pursuant to Rule 6.5.4(2) and for the trading of UnitsG to be suspended until the Reporting EntityG of the Listed FundG is in a position to make an announcement.

              Identifying Inside InformationG relating to a Listed FundG

              5. Inside InformationG is defined in Article 63(1)(a) of the Law as:
              "information in relation to InvestmentsG of a precise nature which:
              (i) is not generally available;
              (ii) relates, directly or indirectly, to one or more Reporting EntitiesG or the issuer of the InvestmentsG concerned or to one or more of the Investments; and
              (iii) would, if generally available, be likely to have a significant effect on the price of the InvestmentsG or on the price of related investments."
              6. For the purposes of Article 63(1)(a) of the Law, information is considered "precise" if it:
              a. indicates circumstances that exist or may reasonably be expected to come into existence or an event that has occurred or may reasonably be expected to occur; and
              b. is specific enough to enable a conclusion to be drawn as to the possible effect of those circumstances or that event on the price of InvestmentsG or related investments.
              7. Similarly, information would be likely to have a "significant effect on price" if and only if it is information of that kind which a reasonable investor would be likely to use as part of the basis of his investment decisions.
              8. The Reporting EntityG of a Listed FundG is itself best placed to determine whether information, if made public, is likely to have a significant effect on the price of the relevant UnitsG , as what constitutes Inside InformationG will vary widely according to circumstances.

              Financial forecasts and expectations

              9. Where a Reporting EntityG of a Listed FundG has made a market announcement such as a profit forecast, such forecasts become, as soon as made, factored into the market pricing of the relevant UnitsG . If the Reporting EntityG becomes aware that there is likely to be a material difference between the forecast and the true outcome, the Reporting EntityG should make an announcement correcting the forecast as soon as possible to ensure that the market pricing reflects accurate information.
              10. In relation to financial forecasts published by a Reporting EntityG of a Listed FundG , the DFSAG considers that circumstances giving rise to a variation from the previous one should generally be considered Inside InformationG and should be disclosed by the Reporting EntityG as soon as possible. Even where a Reporting EntityG has not made a previous forecast, circumstances giving rise to a variation of profit or revenue from the previous corresponding reporting period should be disclosed where such circumstances would have a significant effect on the price of relevant SecuritiesG . Generally, a change of 10% or more is a material change, but in some circumstances, a smaller variation may also be disclosable if it would reasonably be considered to have a significant effect on the price of the relevant SecuritiesG
              11. In making such disclosure, the Reporting EntityG of a Listed FundG should provide clear details of the extent of the variation. For example, a Reporting EntityG may indicate that, based on management accounts, its expected net profit will be an approximate amount (e.g. approximately $15 million) or alternatively within a stated range (e.g. between $14m and $16m). Alternatively, a Reporting EntityG may indicate an approximate percentage movement (e.g. up or down by 35%).

              Relationship between continuous disclosure and periodic disclosures

              12. Periodic disclosures by Reporting EntitiesG of Listed FundsG are required in a number of circumstances, and examples can include interim and annual financial reports and accounts and Prospectuses.
              13. In the course of preparing these disclosure documents, a Reporting EntityG of a Listed FundG may become aware of Inside InformationG previously unknown to it, or information which was previously insufficiently precise to warrant disclosure. In such circumstances a Reporting EntityG of a Listed FundG should not defer releasing that information until the periodic disclosure or other documents is finalised. In such circumstances, a Reporting EntityG should make an announcement containing the Inside InformationG as soon as possible.

              UnitsG of the same class admitted to trading in more than one jurisdiction

              14. A Reporting EntityG of a Listed FundG with UnitsG of the same class admitted to trading in more than one jurisdiction should ensure that the release of announcements containing Inside InformationG is co-ordinated across jurisdictions. If the requirements for disclosure are stricter in another jurisdiction than in the DIFCG , the Reporting EntityG must ensure that the same information is released in the DIFCG as in that other jurisdiction.
              15. A Reporting EntityG of a Listed FundG should not delay an announcement in the DIFCG in order to wait for a market to open in another jurisdiction
              Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

        • Delaying Disclosure

          • MKT 6.5.2

            For the purposes of Article 41(5) of the Law, a Reporting EntityG of a Listed FundG may delay market disclosure of Inside InformationG so as not to prejudice its legitimate interests provided that:

            (a) the delay is not likely to mislead the markets; and
            (b) if the information is to be selectively disclosed to a PersonG prior to market disclosure, it is made in accordance with the requirements in Rule 6.5.3.
            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

        • Selective Disclosure

          • MKT 6.5.3

            (1) For the purposes of Rule 6.5.2(b), a Reporting EntityG of a Listed FundG may selectively disclose Inside InformationG to a PersonG prior to making market disclosure of such information only if:
            (a) it is for the purposes of the exercise by such a PersonG of his employment, profession or duties;
            (b) that PersonG owes to the Reporting EntityG a duty of confidentiality, whether based on law, contract or otherwise; and
            (c) the Reporting EntityG has provided to that PersonG , except where that PersonG is the DFSAG , a written notice as specified in (3).
            (2) For the purposes of (1)(a), the PersonsG whose exercise of employment, profession or duties may warrant selective disclosure are as follows:
            (a) its advisers, underwriters, sponsors or compliance advisers;
            (b) the Trustee, Eligible Custodian or PersonsG providing oversight function of the Listed FundG ;
            (c) an agent employed to release the information;
            (d) PersonsG with whom it is negotiating with a view to effecting a transaction or raising finance;
            (e) the DFSAG or another Financial Services RegulatorG where such disclosure is necessary or desirable for the regulator to perform its functions;
            (f) a PersonG to whom the Reporting EntityG discloses information in accordance with a lawful requirement;
            (g) a major Unitholder of the Reporting EntityG ; or
            (h) any other PersonG to whom it is necessary to disclose the information in the ordinary course of business of the Reporting EntityG .
            (3) For the purposes of (1)(c), the Reporting EntityG must, before making disclosure to a PersonG , provide to that PersonG a written notice that:
            (a) the information is provided in confidence and must not be used for a purpose other than the purpose for which it is provided; and
            (b) the recipient must take reasonable steps to ensure that the recipient or any PersonG having access to the information through the recipient does not deal in the relevant SecuritiesG , or any other related Investment, or disclose such information without legitimate reason, prior to market disclosure of that information by the Reporting.
            (4) Where a Reporting EntityG makes selective disclosure of Inside InformationG pursuant to (1), it must ensure that a full announcement is made to the market as soon as possible, and in any event, when it becomes aware or has reasonable grounds to suspect that such information has or may have come to the knowledge of any PersonG or PersonsG other than those to whom the selective disclosure was made.
            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

            • MKT 6.5.3 Guidance

              1. It is likely that Inside InformationG will be made known to certain Employees of the Reporting EntityG or the Listed FundG . A Reporting EntityG should put in place procedures to ensure that those EmployeesG do not disclose such information, whether or not inadvertently, and that EmployeesG are adequately trained in the identification and handling of Inside InformationG .
              2. Rule 6.5.3 does not excuse a Reporting EntityG from its overriding obligation to disclose Inside InformationG as soon as possible pursuant to Rule 6.5.1. A Reporting EntityG which proposes to delay public disclosure of Inside InformationG should refer to Rule 6.5.4, which sets out the limited disclosure exceptions permitted.
              Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

        • Disclosure Exceptions

          • MKT 6.5.4

            (1) A Reporting EntityG of a Listed FundG need not, subject to (2), make disclosure of information pursuant to Rule 6.5.1, where, in the reasonable opinion of the Reporting EntityG , the disclosure required by that Rule would:
            (a) be unduly detrimental to the legitimate interests of the Reporting EntityG or the Listed FundG as is applicable; or
            (b) disclose commercially sensitive material.
            (2) Where a Reporting EntityG of a Listed FundG intends not to make the disclosure pursuant to (1), it must immediately file with the DFSAG a confidential report which:
            (a) contains all the information which it seeks not to disclose and the reasons for non-disclosure; and
            (b) is in the English language and, where any documents accompanying the report are not in the English language, an English translation of such documents.
            (3) The DFSAG may:
            (a) specify the period during which disclosure of the information included in the confidential report need not be disclosed to the markets; and
            (b) extend the period referred to in (a) upon application by the Reporting EntityG .
            (4) Where a confidential report is filed with the DFSAG under (2), the Reporting EntityG need not comply with the requirements in Rule 6.5.1 during the period permitted by the DFSAG pursuant to (3), unless or until one of the following occurs:
            (a) the DFSAG directs the Reporting EntityG to comply with Rule 6.5.1;
            (b) the Reporting EntityG becomes aware that there is a material change of circumstances that renders the reason for non-disclosure of the information no longer valid; or
            (c) the Reporting EntityG becomes aware or has reasonable grounds to suspect that the relevant Inside InformationG has or may have come to the knowledge of any PersonG or PersonsG other than by way of selective disclosure made pursuant to Rule 6.5.3(4).
            (5) The procedures in Schedule 3 to the Regulatory Law apply to a decision of the DFSAG under (3) or (4)(a).
            (6) If the DFSAG decides to exercise its power under (3) or (4)(a), the Reporting EntityG may refer the matter to the FMTG for review.
            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
            [Amended] DFSA RM134/2014 (Made 21st August 2014). [VER5/06-14]

          • MKT 6.5.5

            By filing a report under Rule 6.5.4, the Reporting EntityG of a Listed FundG undertakes that the contents of the report and any accompanying documents are true, accurate and not misleading and contain all the information which the DFSAG would reasonably expect to be made aware of in the circumstances of the case.

            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

            • MKT 6.5.5 Guidance

              1. Examples of circumstances under which a Reporting EntityG of a Listed FundG might rely on the exception from disclosure in Rule 6.5.4 include where:
              a. it would be a breach of law to disclose such information;
              b. the information is a trade secret;
              c. there are negotiations in course where the outcome or normal pattern of those negotiations would be likely to be affected by public disclosure;
              d. the information is provisional and generated for internal management purposes prior to later public disclosure; or
              e. there are impending developments that could be jeopardised by premature disclosure.
              2. Rule 6.5.4 does not permit a Reporting EntityG of a Listed FundG to delay public disclosure of the fact that it is in financial difficulty or of its worsening financial condition and is limited to the fact or substance of the negotiations to deal with such a situation. A Reporting EntityG is also not permitted to delay disclosure of Inside InformationG on the basis that its position in subsequent negotiations to deal with the situation will be jeopardised by the disclosure of its financial condition.
              3. Where the DFSAG considers that the reliance of permitted exceptions under Rule 6.5.4 is not in the interests of actual or potential investors, market integrity or the DIFCG , it may direct the Reporting EntityG of a Listed FundG to make either a holding announcement or full market disclosure. The DFSAG may, in addition, require the Authorised Market InstitutionG in which the UnitsG are traded to suspend trading of the relevant UnitsG .
              Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

        • Control of Inside Information

          • MKT 6.5.6

            A Reporting EntityG of a Listed FundG must establish effective arrangements to deny access to Inside InformationG to PersonsG other than those who require it for the exercise of their functions within the Reporting EntityG or the Listed FundG .

            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

          • MKT 6.5.7

            A Reporting EntityG of a Listed FundG must establish and maintain adequate systems and controls to enable it to identify at all times any PersonG working for it under a contract of employment or otherwise, who has or may reasonably be likely to have access to Inside InformationG relating to the Reporting EntityG or the Listed FundG as is applicable, whether on a regular or occasional basis.

            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

          • MKT 6.5.8

            A Reporting EntityG of a Listed FundG must take the necessary measures to ensure that its DirectorsG , MembersG of the Governing BodyG and EmployeesG who have or may have access to Inside InformationG acknowledge the legal and regulatory duties entailed, and are aware of the sanctions attaching to the misuse or improper use or circulation of such information.

            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

          • MKT 6.5.9

            A Reporting EntityG of a Listed FundG must nominate two individuals to be its main points of contact with the DFSAG in relation to continuing disclosure and other obligations under this chapter.

            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

      • MKT 6.6 Disclosure of Interests by Connected Persons of Listed Funds

        • MKT 6.6 Guidance

          Article 42 of the Law requires certain PersonsG connected to a Reporting EntityG to file with the DFSAG and the Reporting EntityG a report in accordance with the requirements prescribed in the RulesG .

          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

        • Definitions

          • MKT 6.6.1

            (1) For the purposes of Article 42(2) of the Law, a PersonG is hereby prescribed as a Connected PersonG of a Listed FundG if that PersonG :
            (a) becomes a member of the Governing BodyG of the Listed FundG or an individual involved in the senior management of either the Reporting EntityG of the Fund or a controller of the Reporting EntityG of the Fund or the Trustee of the Fund; or
            (b) owns or beneficially owns voting rights carrying more than 5% of the voting rights attaching to the UnitsG of the FundG or of the TrusteeG of the FundG .
            (2) In (1), a PersonG is a controller of a Reporting EntityG if that PersonG (the first PersonG ), either alone or with the AssociatesG of that PersonG , controls the majority of the voting rights in, or the right to appoint or remove the majority of the BoardG of, the Reporting EntityG or any PersonG who has similar control over the first PersonG , including an ultimate controller of the first PersonG .
            (3) For the purposes of determining whether a PersonG has control for the purposes of (1), any SecuritiesG held by that PersonG and his AssociatesG , including those in which that PersonG or AssociateG of the PersonG has a beneficial interest, are deemed as his SecuritiesG except where;
            (a) any such SecuritiesG are held by that PersonG on behalf of another PersonG who is not an AssociateG of that PersonG ; or
            (b) the PersonG does not have control over the voting rights attaching to the SecuritiesG because some other PersonG manages those SecuritiesG on a discretionary basis.
            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
            [Amended] DFSA RM120/2013 (Made 14th July 2013). [VER4/07-13]

        • Events that Trigger a Report

          • MKT 6.6.2

            A PersonG who is a Connected PersonG of a Listed FundG pursuant to Rule 6.6.1, must file the report within 5 business days of:

            (a) becoming or ceasing to be a DirectorG or a PersonG involved in the senior management of a controller of the Reporting EntityG of the FundG or of the TrusteeG of the FundG ;
            (b) acquiring or ceasing to hold either alone or with an AssociateG of the PersonG 5% of the voting rights attaching to the UnitsG of the FundG or of the TrusteeG of the FundG or a controller of the Reporting EntityG of the FundG or the TrusteeG of the FundG ; or
            (c) an increase or decrease of at least 1% of the level of interest previously reported pursuant to (b).
            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

        • Content of the Report

          • MKT 6.6.3

            A report filed by a Connected PersonG must contain the following information:

            (a) the name and address of the Connected PersonG ;
            (b) the name and address of the Responsible EntityG and its registered address;
            (c) the name and registered address of the Listed FundG ;
            (d) the date on which the event giving rise to the obligation to file a report occurred;
            (e) the date on which the filing was made; and
            (f) the price, amount and class of SecuritiesG or other InvestmentsG as is relevant in relation to the transaction or other event and the previous and new level of interest held.
            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

        • Market Disclosure

          • MKT 6.6.4

            Upon a Connected PersonG filing a report with the Reporting EntityG , the Reporting EntityG must, as soon as possible, disclosure of that report to the market.

            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

      • MKT 6.7 Disclosure of Material Interests

        • MKT 6.7 Guidance

          Article 43 of the Law requires PersonsG with a material interest in the Reporting EntityG or Listed FundG to give a notice relating to that interest in accordance with the requirements prescribed in the RulesG .

          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

        • Application

          • MKT 6.7.1

            This section applies to every member of the Governing BodyG of a Listed FundG .

            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

            • MKT 6.7.1 Guidance

              In the case of a Listed FundG , the Reporting EntityG is the Fund ManagerG . However, as the Governing BodyG of a Listed FundG may include other PersonsG who exercise powers similar to those that are exercised by Directors of the Fund ManagerG , the obligations relating to disclosure of material interests extend, in the case of a Listed FundG , to members of its Governing BodyG .

              Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

        • Definition of a Material Interest

          • MKT 6.7.2

            A member of the Governing BodyG of a Listed FundG has a material interest in the Listed FundG if that PersonG has any interest arising through:

            (a) the direct or indirect ownership of, or beneficial ownership of, UnitsG of the Listed FundG ; or
            (b) any involvement in financial or commercial arrangement with or relating to the Listed FundG .
            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

        • Content and Procedures Relating to the Notice

          • MKT 6.7.3

            (1) A notice relating to a material interest must, subject only to (2), be given by a PersonG referred to in Rule 6.7.2, to the other members of the Governing BodyG within 5 business days of the material interest arising or changing;
            (2) A PersonG referred to in (1) need not give a notice relating to a material interest if the material interest is required to be included in a report that PersonG must provide by virtue of being a Connected PersonG under section 6.6 and the PersonG has complied with the requirement in that section.
            (3) A notice relating to a material interest must contain:
            (a) the name and address of the PersonG giving the notice;
            (b) if the material interest relates to a Listed FundG , the name and registered address of the Listed FundG ; and
            (c) the details relating to the material interest, including the date on which the material interest arose or changed.
            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

      • MKT 6.8 Other Matters that Require Market Disclosure

        • MKT 6.8.1

          A Reporting EntityG of a Listed FundG must disclose to the market the matters specified in App 3.

          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

      • MKT 6.9 Accounting Periods and Financial Reports of Listed Funds

        • MKT 6.9.1

          A Reporting EntityG of a Listed FundG must, in order to comply with the requirements in this section, file with the DFSAG the annual financial report and interim financial report and other statements in respect of the Listed FundG . Such reports and statements must be prepared, in the case of:

          (a) a Domestic FundG , in accordance with the requirements relating to the annual and interim reports under the Collective Investment Law 2010 and the CIR Rules; and
          (b) a Foreign FundG , in accordance with the applicable requirements in the jurisdiction in which the Fund is domiciled or established.
          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

          • MKT 6.9.1 Guidance

            Under Rule 6.2.1, a Foreign FundG can be admitted to trading on an Authorised Market InstitutionG if it is either a Designated FundG from a Recognised JurisdictionsG or approved by the DFSAG as a FundG subject to equivalent regulation. Accordingly, such FundsG would be subject to financial and periodic reporting requirements that are similar to the financial reporting requirements applicable to Domestic FundsG .

            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

        • Market Disclosure

          • MKT 6.9.2

            (1) A Reporting EntityG of a Listed FundG must disclose to the market the following:
            (a) its annual financial report;
            (b) its interim financial reports; and
            (c) its preliminary financial results.
            (2) A Reporting EntityG must make the market disclosure required in (1) within the following time periods:
            (a) in relation to its annual financial report, as soon as possible after the accounts have been approved, but no later than 120 days after the end of the financial period;
            (b) in relation to its semi-annual financial report, as soon as possible and in any event no later than 60 days after the end of the period to which the report relates; and
            (c) in relation to its preliminary financial results, as soon as possible but no later than 30 minutes before the market opens on the day after the approval of the BoardG .
            (3) A Reporting EntityG of a Listed FundG must, where there is a change to its accounting reference date, disclose to the market:
            (a) the change to its accounting reference date as soon as possible; and
            (b) a second interim report within six months of the old accounting reference date if the change of the accounting reference date extends the annual accounting period to more than 14 months.
            (4) A Reporting EntityG of an Exchange Traded Fund (ETFG ) must:
            (a) disclose in its financial reports referred to in (1), the size of the tracking error at the end of the period under review; and
            (b) include a statement in its annual report explaining:
            (i) any divergence between the anticipated and realised tracking error for the relevant period; and
            (ii) the annual tracking difference between the performance of the ETFG , and the performance of the index or other benchmark referenced.
            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
            [Amended] DFSA RM219/2018 (Made 22nd February 2018). [VER13/12-18]

      • MKT 6.10 Manner of Market Disclosure

        • MKT 6.10.1

          Where a Reporting EntityG of a Listed FundG is required to make market disclosure of information pursuant to a provision in this chapter, such information must be disclosed to the market in accordance with the requirements in Section 4.7.

          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

        • MKT 6.10.2

          A Reporting EntityG of a Listed FundG must retain on its website all information that has been disclosed to the market for a period of one year following publication.

          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

      • MKT 6.11 DFSA Power to Direct Disclosure

        • MKT 6.11 Guidance

          Article 50 of the Law gives the DFSAG the power to direct a Reporting EntityG to disclose specified information to the market or take such other steps as the DFSAG considers appropriate where it is satisfied that it is in the interest of the DIFCG to do so.

          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

        • MKT 6.11.1

          (1) The DFSAG will, pursuant to its power under Article 50(1) of the Law, issue a written notice directing a Reporting EntityG of a Listed FundG (a "direction notice") to disclose specified information to the market and to take any other steps as the DFSAG considers appropriate:
          (a) where it fails to comply with an obligation to disclose any information under the Law and the Rules;
          (b) to correct or prevent a false market if the DFSAG reasonably considers that there is or is likely to be a false market in the UnitsG of the Listed FundG ;
          (c) where there is a rumour or media speculation in relation to the Reporting EntityG or the Listed FundG that has not been confirmed or clarified by an announcement by the Reporting EntityG made in accordance with Rule 6.5.1 and such rumour or media speculation is or is reasonably likely to have an impact upon the price of the UnitsG ; or
          (d) where it is in the interests of:
          (i) actual or potential investors;
          (ii) market integrity; or
          (iii) the DIFCG .
          (2) A Reporting EntityG which receives a direction notice issued pursuant to (1) must comply with the terms of that notice.
          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
          [Amended] RM163/2015 (Made 9th December 2015). [VER7/02-16]

    • MKT 7 Sponsors and Compliance Advisers

      • MKT 7.1 Sponsors

        • Application

          • MKT 7.1.1

            This section applies to:

            (a) a sponsor appointed pursuant to Rule 7.1.2; and
            (b) any Reporting EntityG that is required by the DFSAG to appoint a sponsor.
            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

        • Appointment of Sponsors

          • MKT 7.1.2

            (1) Pursuant to Article 49(1) of the Law, the DFSAG may, where it considers it appropriate to do so, require a PersonG who makes or intends to make a Prospectus OfferG to:
            (a) appoint a sponsor in respect of the Prospectus OfferG ; or
            (b) provide third party certification in respect of any specific matters relating to the Prospectus OfferG .
            (2) Where the DFSAG requires a sponsor to be appointed pursuant to (1)(a), the DFSAG must:
            (a) do so in sufficient time to enable the sponsor to comply with the requirements in this Part; and
            (b) require such appointment to be effective for the Offer PeriodG or such other period as the DFSAG determines as appropriate.
            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

            • MKT 7.1.2 Guidance

              1. The DFSAG may require the appointment of a sponsor, or third party certification in respect of any matters relating to an IssuerG , in appropriate cases. An example of circumstances in which the DFSAG may require the appointment of a sponsor, or third party signoff, would be where an IssuerG does not have a proven track record, such as a start-up.
              2. Generally, the matters in relation to which the DFSAG may require third party sign-off pursuant to Rule 7.1.2(1)(b) include matters relating to the adequacy of working capital and systems and controls in place for financial reporting by the IssuerG . Such certification should be provided by a third party acceptable to the DFSAG . To be acceptable to the DFSAG , the third-party should be independent of the IssuerG and have relevant expertise relating to the matters on which certification of compliance is to be provided.
              3. In most cases the PersonG making a Prospectus OfferG will be the IssuerG of the SecuritiesG to which the ProspectusG relates. However there may be situations where the PersonG making a Prospectus OfferG , that is the offeror, is not the IssuerG of the relevant SecuritiesG .
              4. In any event, the sponsor must make certain inquiries and assume certain obligations under the RulesG . A sponsor should therefore be a PersonG familiar with the requirements of the Law and RulesG and who has the necessary knowledge, experience, qualifications and resources to assist the PersonG making the Prospectus OfferG to comply with the various requirements.
              5. The DFSA'sG Policy Statement 1/2012 on Appointment of a Sponsor describes in greater detail the role and regulatory obligations of a sponsor and the kind of knowledge, experience, qualifications and resources the DFSAG expects a sponsor to have. The Policy explains that although a sponsor has certain regulatory obligations of its own, as prescribed in this module, its principal role is to assist a PersonG making a Prospectus OfferG to comply with its regulatory responsibilities relating to that offer. In the Policy Statement, the DFSAG confirms that a PersonG making a Prospectus OfferG does not, and cannot, avoid or diminish its regulatory obligations related to Offering SecuritiesG simply because it is required to have a sponsor. The regulatory obligations of the PersonG making the Prospectus OfferG are not transferred to the sponsor but remain the responsibility of the PersonG making the offer.
              Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
              [Amended] DFSA RM120/2013 (Made 14th July 2013). [VER4/07-13]

        • Procedures Relating to Appointment of Sponsors

          • MKT 7.1.3

            (1) A PersonG required to appoint a sponsor must, prior to appointing a sponsor:
            (a) take reasonable steps to ensure that the proposed sponsor has the required knowledge, experience, qualifications and resources to carry out its obligations under the RulesG ; and
            (b) notify the DFSAG of the proposed sponsor's name, its business address and an address in the DIFCG for the service of documents.
            (2) If requested by the DFSAG , a PersonG appointing a sponsor must provide the DFSAG with information about the knowledge, experience, qualifications and resources of the appointed or proposed sponsor.
            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

          • MKT 7.1.4

            (1) A PersonG must take reasonable steps to ensure that the relevant sponsor and EmployeesG of the sponsor are independent and have appropriately managed any conflict of interest that may arise.
            (2) A PersonG must notify the DFSAG if it becomes aware, or has reason to believe, that the sponsor or relevant EmployeesG of the sponsor are no longer independent or have a conflict of interest which has not been appropriately managed.
            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

          • MKT 7.1.5

            (1) Where, in the opinion of the DFSAG , a sponsor appointed by a PersonG is not suitable, or where a sponsor has not been appointed or has resigned, the DFSAG may direct the PersonG to replace or appoint a sponsor.
            (2) The procedures in Schedule 3 to the Regulatory Law apply to a decision of the DFSAG under this Rule. The DFSAG must give both the PersonG and, if in the DFSA'sG opinion a sponsor is not suitable, the sponsor an opportunity to make representations under the procedures in that Schedule.
            (3) If the DFSAG decides to exercise its power under this Rule, the PersonG may refer the matter to the FMTG for review.
            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
            [Amended] DFSA RM134/2014 (Made 21st August 2014). [VER5/06-14]

            • [Deleted]

              [Deleted] DFSA RM134/2014 (Made 21st August 2014). [VER5/06-14]

        • Obligations of a Sponsor

          • MKT 7.1.6

            A sponsor appointed pursuant to Rule 7.1.2 must:

            (a) satisfy itself to the best of its knowledge and belief, having made due and careful enquiry that the PersonG who makes or intends to make a Prospectus OfferG has satisfied all applicable conditions for offering SecuritiesG and other relevant requirements under the Law and the RulesG ;
            (b) provide to the DFSAG any information or explanation known to it in such form and within such time limit as the DFSAG may reasonably require for the purpose of verifying whether the PersonG making the Prospectus OfferG complies or has complied, with the applicable requirements in the Law and the RulesG ; and
            (c) take other steps required in writing by the DFSAG .
            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

          • MKT 7.1.7

            Where a sponsor becomes aware of a failure by the PersonG making the Prospectus OfferG to comply with its obligations under the Law and the RulesG , the sponsor must without undue delay:

            (a) notify the PersonG making the Prospectus OfferG of the failure and take reasonable steps to ensure it rectifies the failure within a reasonable time; and
            (b) if the PersonG making the Prospectus OfferG does not or is unable to rectify the failure as soon as practicable notify the DFSAG of that fact.
            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

        • Duty of Care of Sponsors

          • MKT 7.1.8

            A sponsor has a duty of care to the PersonG which has made its appointment.

            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

        • Co-operation with Sponsors

          • MKT 7.1.9

            A PersonG who is required to appoint a sponsor in respect of a Prospectus OfferG must take reasonable steps to ensure that it and its EmployeesG :

            (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 PersonG issuing the SecuritiesG or the price or value of the SecuritiesG .
            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

          • MKT 7.1.10

            A sponsor must notify the DFSAG of any non co-operation by the PersonG making the Prospectus OfferG or the EmployeesG of that PersonG .

            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

        • Termination of Appointment

          • MKT 7.1.11

            Where a PersonG who is required to appoint a sponsor dismisses the sponsor, the PersonG must advise the DFSAG in writing without delay of the dismissal, giving details of any relevant facts and circumstances.

            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

          • MKT 7.1.12

            Where a sponsor resigns, it must advise the DFSAG in writing without delay of the resignation, giving details of any relevant facts and circumstances.

            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

      • MKT 7.2 Compliance Advisers

        • Application

          • MKT 7.2.1

            This section applies to a Reporting EntityG that is required by the DFSAG to appoint a compliance adviser.

            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

            • MKT 7.2.1 Guidance

              1. The requirement for the appointment of a compliance adviser is designed to ensure that a Reporting EntityG is aware of and complies with its continuing obligations under the Law and this module. A compliance adviser should therefore be a PersonG familiar with the requirements of the Law and this module and should have the necessary knowledge, experience, qualifications and resources to assist a Reporting EntityG to comply with its regulatory obligations.
              2. The DFSA'sG Policy Statement 2/2012 on Appointment of Compliance Adviser describes in greater detail the purpose of a compliance adviser and the circumstances in which the DFSAG is likely to require a Reporting EntityG to appoint a compliance adviser. The Policy also describes how a compliance adviser can assist a Reporting EntityG to meet its obligations in the Law and this module generally, and specifically the continuing obligations prescribed in this section. The Policy explains that the compliance adviser does not take on any regulatory obligations or potential regulatory liability of its own under the Law or this module if it agrees to act as a compliance adviser to a Reporting EntityG . The relationship between the Reporting EntityG and compliance adviser is a contractual one similar to one with any other professional adviser. In the Policy Statement the DFSAG confirms its view that the compliance adviser role is merely to advise and assist the Reporting EntityG to comply with its continuing regulatory responsibilities, all of which remain the responsibility of the Reporting EntityG .
              Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
              [Amended] DFSA RM120/2013 (Made 14th July 2013). [VER4/07-13]

        • Appointment of a Compliance Adviser

          • MKT 7.2.2

            The DFSAG may, pursuant to Article 49(1) of the Law, require a Reporting EntityG to:

            (a) appoint a compliance adviser; or
            (b) replace a compliance adviser already appointed.
            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

          • MKT 7.2.3

            (1) A Reporting EntityG required to appoint a compliance adviser must, prior to making the appointment:
            (a) take reasonable steps to ensure that the proposed compliance adviser has the required knowledge, experience, qualifications and resources to carry out its obligations under the Rules;
            (b) notify the DFSAG of the proposed compliance adviser's name and business address; and
            (c) take reasonable steps to ensure that the proposed compliance adviser and its relevant EmployeesG are independent and that any conflicts of interest are appropriately managed.
            (2) If requested by the DFSAG , a Reporting EntityG appointing a compliance adviser must provide the DFSAG with such information as it may require including information regarding knowledge, experience, qualifications and resources of the compliance adviser.
            (3) A Reporting EntityG must notify the DFSAG if it becomes aware, or has reason to believe, that the compliance adviser or its relevant EmployeesG have a conflict of interest which has not been appropriately managed.
            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

          • MKT 7.2.4

            (1) The DFSAG may, by written notice, require a Reporting EntityG to appoint a compliance adviser for a specified period to assist the Reporting EntityG in meeting its continuing obligations under the Law and the RulesG .
            (2) A Reporting EntityG that is required to appoint a compliance adviser in accordance with the requirements in this section must ensure that a compliance adviser continues to fulfil the role of compliance adviser until such time as the DFSAG advises the Reporting EntityG in writing that a compliance adviser is no longer required.
            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

            • [Deleted]

              [Deleted] DFSA RM134/2014 (Made 21st August 2014). [VER5/06-14]

        • Obligations of a Reporting Entity in Relation to its Compliance Adviser

          • MKT 7.2.5

            Where a Reporting EntityG is advised by its compliance adviser that it is failing or has failed to comply with its obligations under the Law and the Rules, the Reporting EntityG must without undue delay:

            (a) take reasonable steps to rectify the failure as soon as practicable; and
            (b) if the Reporting EntityG does not or is unable to rectify the failure as soon as practicable notify the DFSAG of that fact.
            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

          • MKT 7.2.6

            A Reporting EntityG must provide to the DFSAG any information in such form and within such time as the DFSAG may reasonably require regarding its compliance adviser or any advice the compliance adviser is providing, or has provided, to the Reporting EntityG regarding its continuing obligations under the Law and the RulesG .

            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

          • MKT 7.2.7

            A Reporting EntityG must take reasonable steps to ensure its compliance adviser cooperates in any investigation conducted by the DFSAG including answering promptly and openly any questions addressed to the compliance adviser, promptly producing the originals or copies of any relevant documents and attending before any meeting or hearing at which the compliance adviser is requested to appear.

            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

        • Co-operation with Compliance Advisers

          • MKT 7.2.8

            A Reporting EntityG must take reasonable steps to ensure that it and its EmployeesG :

            (a) provide such assistance as the compliance adviser reasonably requires to discharge its duties;
            (b) give the compliance adviser right of access at all reasonable times to relevant records and information;
            (c) do not hinder or interfere with the compliance adviser's ability to discharge its duties;
            (d) do not withhold information that would assist the compliance adviser advising the Reporting EntityG of its duties;
            (e) do not provide misleading or deceptive information to the compliance adviser; and
            (f) report to the compliance adviser any matter which may significantly affect the financial position of the Reporting EntityG or the price or value of the SecuritiesG .
            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

        • Termination of Compliance Adviser

          • MKT 7.2.9

            Where a Reporting EntityG dismisses its compliance adviser, the Reporting EntityG must advise the DFSAG in writing without delay of the dismissal, giving details of all relevant facts and circumstances.

            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

          • MKT 7.2.10

            Where a compliance adviser resigns, the Reporting EntityG must without delay advise the DFSAG in writing of the resignation, giving details of all relevant facts and circumstances.

            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

    • MKT 8 Systems and Controls

      • MKT 8.1 Application

        • MKT 8.1.1

          This chapter applies to:

          (a) every Reporting EntityG ;
          (b) the BoardG or the Governing BodyG of a Reporting EntityG .
          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
          [Amended] DFSA RM120/2013 (Made 14th July 2013). [VER4/07-13]

        • Adequacy of Systems and Controls

          • MKT 8.1.2

            (1) A Reporting EntityG must have appropriate systems and controls to be able to demonstrate compliance with the requirements applicable to it including those set out in the Law and the RulesG .
            (2) The BoardG of the Reporting EntityG , and in the case of a Reporting EntityG of a Listed FundG , its Governing BodyG , must ensure that that there are adequate systems and controls established and maintained on an on-going basis to meet the requirement in (1).
            (3) Without limiting the generality of the requirement in (1), the systems and controls of a Reporting EntityG must include:
            (a) mechanisms to monitor compliance with the requirements relating to Corporate GovernanceG , Connected PersonsG , Restricted PersonsG , Related PartyG TransactionsG , and control of Inside InformationG ; and
            (b) where any records are required to be maintained, maintenance of such records at least for a period of 6 years, unless a shorter period is prescribed.
            (4) The DFSAG may, where it considers appropriate to do so, require a Reporting EntityG to produce third party confirmation on the adequacy of systems and controls established and maintained by a Reporting EntityG .
            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
            [Amended] DFSA RM120/2013 (Made 14th July 2013). [VER4/07-13]
            [Amended] DFSA RM230/2018 (Made 6th June 2018). [VER12/08-18]

    • MKT 9 The Listing Rules

      • MKT 9.1 Application

        • MKT 9.1.1

          (1) This chapter applies to every:
          (a) Listed Entity; and
          (b) Applicant for admission of SecuritiesG to the Official List of Securities.
          (2) In this chapter:
          (a) a "Listed EntityG " means the Reporting EntityG of SecuritiesG which are admitted to the Official List of Securities;
          (b) "ApplicantG " means an applicant for admission of SecuritiesG to the Official List of SecuritiesG and includes, where the context requires, the IssuerG ; and
          (c) a reference to Listed SecuritiesG is a reference to the SecuritiesG of the IssuerG or, where the context requires, the SecuritiesG for which the Listed EntityG is a Reporting EntityG but not the IssuerG .
          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

          • MKT 9.1.1 Guidance

            1. Listed Entities should note that some of the Listing Rules are Security-specific and many apply exclusively to Issuers of Shares.
            2. The DFSAG may waive or modify one or more requirements of this chapter for IssuersG of non-debt or equity SecuritiesG where appropriate provided such waiver or modification would not unduly prejudice holders of the Issuer'sG SecuritiesG .
            3. The DFSAG may waive or modify one or more requirements of this chapter for an IssuerG of a secondary Listing if:
            a. the IssuerG is from a jurisdiction acceptable to the DFSAG because the regulatory regime as it applies to listing is broadly equivalent to the DFSA'sG regulatory regime;
            b. adequate arrangements exist, or will exist, for co-operation between the DFSAG and the Financial Services RegulatorG or other PersonG responsible for regulating the ExchangeG on which the SecuritiesG are listed on a primary listing basis or for regulating listed companies in the jurisdiction where the SecuritiesG are listed on a primary listing basis; and
            c. holders of the Issuer'sG SharesG would not be unduly prejudiced by the waiver or modification.
            4. The DFSAG may also modify one or more requirements of this chapter for an Exempt OfferG or who wishes to voluntarily comply with the Listing RulesG in order to include its SecuritiesG on the Official List and thereby seek admission to trading on an AMIG . Without such a modification an Exempt OfferG or cannot have its SecuritiesG included in the Official List. This is because Article 29(6) of the Law requires that an AMIG shall not permit trading of SecuritiesG on its facilities unless those SecuritiesG are admitted to, and not suspended from, an Official List of SecuritiesG .
            5. The DFSAG is aware that the timing of admittance to trading may not always coincide with the ListingG application process. However, in practice, the DFSAG will generally provide the Applicant