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Dubai Financial Services Authority (DFSA): Contents

Dubai Financial Services Authority (DFSA)
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Markets Rules (MKT) [VER15/07-19]
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  • 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]