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Dubai Financial Services Authority (DFSA): Contents

Dubai Financial Services Authority (DFSA)
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  • 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 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 RM206/2017 (Made 14th June 2017). [VER10/08-17]

      • 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]