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Dubai Financial Services Authority (DFSA): Contents

Dubai Financial Services Authority (DFSA)
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Markets Rules (MKT) [VER14/02/19]
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  • 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]