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  • Chapter 3: Prospectus Requirement

    • 14. Obligation to issue a Prospectus

      (1) A person shall not, subject to Article 14(3):
      (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,
      unless there is an Approved Prospectus in relation to the relevant Securities.
      (2) For the purposes of Article 14(1):
      (a) a Prospectus is an Approved Prospectus if it is approved by the DFSA in accordance with the requirements prescribed in the Rules; and
      (b) a reference to a Prospectus in the Law or the Rules is a reference to an Approved Prospectus, unless the context requires otherwise.
      (3) The requirement in Article 14(1) does not apply:
      (a) to an Offer of Securities to the Public where that offer is an "Exempt Offer" as prescribed in the Rules; or
      (b) to any Securities to be admitted to trading on an Authorised Market Institution if those Securities are "Exempt Securities" as prescribed in the Rules.
      (4) For the purposes of this Part and the Rules made for the purposes of this Part, unless the context requires otherwise:
      (a) a reference to a Prospectus Offer is a reference to both the making of an Offer of Securities to the Public and to having Securities admitted to trading on an Authorised Market Institution;
      (b) a reference to an "offeror" is a reference to the person making a Prospectus Offer; and
      (c) a reference to a Prospectus in respect of a person who has or seeks to have Units of a Fund admitted to trading on an Authorised Market Institution is a reference:
      (i) in the case of a Domestic Fund, to a Prospectus under the Collective Investment Law 2010 and the Collective Investment Rules; and
      (ii) in the case of a Foreign Fund, to a Prospectus prepared in accordance with the requirements prescribed in the Rules.
      (5) A Prospectus includes a Supplementary Prospectus, except where otherwise provided in this Law or the Rules

    • 15. Prospectus content

      (1) A Prospectus shall contain all the information which an investor would reasonably require and expect to find in a Prospectus for the purpose of making an informed assessment of:
      (a) the assets and liabilities, financial position, profits and losses, and prospects of the issuer and any guarantor; and
      (b) the nature of the Securities and the rights and liabilities attaching to those Securities.
      (2) Without limiting the generality of the obligation in Article 15(1), the DFSA may, by Rules, prescribe the information that must be included in a Prospectus.
      (3) The DFSA may, in prescribing the information to be included in a Prospectus, require specific content requirement for a Prospectus of a particular type of Securities.
      (4) The issuer or other person responsible for the issue of a Prospectus shall include in the Prospectus all the information required under Article 15(1) and (2) as it would be reasonable for him to have knowledge of, or acquire through reasonable enquiries.
      (5) The DFSA shall, by Rules, prescribe:
      (a) the circumstances in which a Prospectus may incorporate any material by reference; and
      (b) the persons liable for the content of a Prospectus.

    • 16. DFSA power to publish information

      Where a person making a Prospectus Offer fails to publish any information which that person is required to publish pursuant to this Law or the Rules made for the purposes of this Law, the DFSA may publish such information in the manner prescribed in the Rules.

    • 17. Use of foreign offer documents

      No person shall use any offer document produced in accordance with the legislation applicable in another jurisdiction for the purposes of making a Prospectus Offer except in the circumstances prescribed in the Rules.

    • 18. Obligation to issue a Supplementary Prospectus

      If at any time after the issue of a Prospectus there is a significant change in, or a material mistake or inaccuracy affecting any matter contained in the Prospectus or a significant new matter arises, the issuer or the person responsible for the issue of the Prospectus shall issue a Supplementary Prospectus which:

      (a) provides details of the change, mistake, inaccuracy or new matter; and
      (b) complies with the requirements in Article 15(1).

    • 19. Financial Promotions

      No person shall issue a Financial Promotion in respect of Securities which are the subject of a Prospectus Offer except in accordance with the requirements specified in the Rules.