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  • Chapter 2: General Prohibitions and Definitions

    • 11. General Prohibition

      (1) A person shall not:
      (a) make an Offer of Securities to the Public in or from the DIFC; or
      (b) have Securities admitted to trading on an Authorised Market Institution,
      except as provided in this Law and the Rules made for the purposes of this Law.
      (2) Without limiting the generality of its powers, the DFSA may, by written notice:
      (a) exclude the application of any requirements; or
      (b) deem any Investment which is not a Security to be a Security for the purposes of this Law and the Rules,
      subject to such terms and conditions as it may consider appropriate.

    • 12. Definition of an Offer of Securities to the Public

      An Offer of Securities to the Public means a communication to any person in any form or by any means, presenting information on the terms of the offer and the Securities offered, so as to enable an investor to decide to buy or subscribe to those Securities but excluding:

      (a) any communication in connection with the trading of Securities admitted to trading on an Authorised Market Institution;
      (b) any communication made for the purposes of complying with the on-going reporting requirements of the DFSA or an Authorised Market Institution; or
      (c) any other communication prescribed in the Rules as an Exempt Communication.

    • 13. Exempt Offerors

      (1) The prohibition in Article 11(1) does not apply to any:
      (a) Securities of an Exempt Offeror; or
      (b) Securities which are unconditionally and irrevocably guaranteed by an Exempt Offeror.
      (2) For the purposes of Article 13(1), an Exempt Offeror is a recognised government or other person included in the list of Exempt Offerors maintained by the DFSA in the Rules.
      (3) The DFSA may, at its discretion and on its own initiative, include any person in the list of Exempt Offerors maintained by it in circumstances where the requirements prescribed by the DFSA in the Rules are met.