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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 6.3 Prospectus Requirements Relating to a Listed Fund

    • MKT 6.3 Guidance

      1. The ProspectusG requirements including content and structure in chapter 2 of this module do not apply to ProspectusG es relating to UnitsG of FundsG . ProspectusG requirements that apply to Offer of Units of Funds are found in the Collective Investment Law 2010 and the CIR module. See Article 10(1) of the Law which disapplies chapter 2 of this module to Fund ProspectusesG .
      2. However, under Article 14(1)(b) of the Law, a ProspectusG is required for the purposes of admitting any SecuritiesG , including UnitsG , to trading on an Authorised Market InstitutionG . The Rules in this section 6.3 are designed to enable a PersonG seeking to have UnitsG of a FundG admitted to trading on an Authorised Market InstitutionG to be able to use a ProspectusG prepared in accordance with the requirements in the Collective Investment Law 2010 and the Rules in the CIR module if it is a Domestic FundG . In the case of Foreign FundsG , the offer documents prepared in accordance with the requirements in a foreign jurisdiction will be acceptable in the circumstances prescribed in this section.
      Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

    • MKT 6.3.1

      (1) A PersonG intending to have UnitsG admitted to trading on an Authorised Market InstitutionG 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 relating to the Fund ("Fund Prospectus") which:
      (i) complies with, in the case of a Domestic FundG , the requirements in the Collective Investment Law 2010 and CIR that apply to a Public FundG and, where that FundG is also an Islamic Fund, the additional requirements in IFR chapter 6;
      (ii) is prepared, in the case of a Foreign FundG , in accordance with the requirements in Rule 6.3.3; and
      (iii) contains, unless it is an Islamic Listed FundG , a prominent disclaimer in bold, on the front page of the ProspectusG , as follows:
      "The DFSAG does not accept 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."
      (c) where subsequent drafts or versions of the Fund ProspectusG are submitted, a marked up version showing changes from the previous version submitted to the DFSAG ;
      (d) if information is incorporated in the Fund ProspectusG by reference to another document, a copy of that other document;
      (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 document referred to in (b) 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 before the intended date on which the applicant expects the ProspectusG to be approved; and
      (c) in the case of a Supplementary ProspectusG , as soon as is reasonably possible.
      (3) In the case of a Supplementary ProspectusG , the application for approval must:
      (a) be made using the appropriate form set out in the AFN module;
      (b) accompanied by the relevant fee prescribed in the FER module; and
      (c) include:
      (i) in the case of a Domestic FundG , a Supplementary ProspectusG which meets the requirements in the Collective Investment Law 2010 and the CIR Rules; and where that FundG is an Islamic FundG , the additional requirements in IFRG ; and
      (ii) in the case of a Foreign FundG , a document which meets the equivalent requirements applicable in the jurisdiction in which the Fund is established or domiciled.
      (4) In the case of a Passported FundG , the following disclaimer must be used instead of the disclaimer specified in (1)(b)(iii):

      "This is an Approved ProspectusG for the purposes of admitting SecuritiesG , including units, to trading on an Authorised Market InstitutionG in the Dubai International Financial Centre.

      Notwithstanding that the DFSAG has approved the prospectus, the DFSAG does not accept 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.

      No other regulatory authority in the UAEG has any responsibility for reviewing or verifying this prospectus or any other documents in connection with the promotion of this fund. Accordingly, no such authority in the UAEG has approved this prospectus or any other associated documents, nor taken any steps to verify the information set out herein, and therefore no regulatory authority in the UAEG has any responsibility for the same.

      This Passported FundG is a Public FundG and, accordingly, the units thereof may be promoted, including by means of a public offer of the units for public subscription, to persons in [insert relevant Host Jurisdiction(s)].

      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]
      [Amended] DFSA RM219/2018 (Made 22nd February 2018). [VER13/12-18]
      [Amended] DFSA RM238/2019 (Made 20th February 2019). [VER14/02-19]

    • Approval of a Prospectus

      • MKT 6.3.2

        (1) The DFSAG will approve a Fund ProspectusG which has been filed with the DFSAG in accordance with Rule 6.3.1 as soon as reasonably practicable where it is satisfied that the ProspectusG complies with all the requirements applicable to that ProspectusG .
        (2) A Fund ProspectusG is not an Approved ProspectusG for the purposes of Article 14(2) of the Law unless the DFSAG has issued to the applicant a notice stating its approval:
        (a) of the ProspectusG or 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 under this Rule not to approve a Fund ProspectusG .
        (4) If the DFSAG decides to exercise its power not to approve a Fund 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 RM134/2014 (Made 21st August 2014). [VER5/06-14]

        • MKT 6.3.2 Guidance

          1. A PersonG intending to apply to the DFSAG for approval of a Fund ProspectusG pursuant to Rule 6.3.1 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 approval of a Fund 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 Fund 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]

      • MKT 6.3.3

        (1) For the purposes of Rule 6.3.1(b)(ii), the offer document relating to the Foreign FundG must comply with the requirements:
        (a) relating to a Designated FundG in a Recognised JurisdictionG ; or
        (b) in a jurisdiction which provides a level of regulation relating to the offer which is acceptable to the DFSAG .
        (2) The DFSAG may accept an offer document referred to in (1)(b) subject to such conditions or restrictions imposed by the DFSAG as it sees fit.
        (3) Where the offer document referred to in (1) is not in the English language, it must be accompanied by an English translation acceptable to the DFSAG .
        (4) The procedures in Schedule 3 to the Regulatory Law apply to a decision of the DFSAG under this Rule to impose conditions or restrictions.
        (5) If the DFSAG decides to exercise its power under this Rule to impose conditions or restrictions, 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]

    • Publication of a Prospectus

      • MKT 6.3.4

        A Fund ProspectusG approved by the DFSAG pursuant to Rule 6.3.1 must:

        (a) be filed with the Authorised Market InstitutionG on which the Units are to be admitted to trading as soon as possible after the DFSAG has granted its approval; and
        (b) be published in accordance with the requirements in section 6.10.
        Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
        [Amended] DFSA RM171/2016 (Made 10th February 2016). [VER8/04-16]

    • Exempt Offers in Respect of Units

      • MKT 6.3.5

        The prohibition in Article 14(1)(b) of the Law does not apply, subject to the requirement in Rules 6.3.6, to the admission to trading on an Authorised Market InstitutionG of:

        (a) UnitsG representing, over a period of 12 months, less than 10 per cent of the number of UnitsG of the same class already admitted to trading on the same Authorised Market InstitutionG ;
        (b) UnitsG issued in substitution for Units of the same class already admitted to trading on the same Authorised Market InstitutionG , if the issue of Units does not involve any increase in the issued capital;
        (c) Units offered, allotted or to be allotted to existing UnitholdersG free of charge, or in respect of dividends paid out in the form of UnitsG of the same class as the Units in respect of which the dividends are paid, if:
        (i) the Units are of the same class as the UnitsG 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 UnitsG and the reasons for and details of the offer; or
        (d) UnitsG already admitted to trading on another Authorised Market InstitutionG or Regulated ExchangeG (the "other market"), where:
        (i) the UnitsG 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) there is a summary document in the English language approved by the DFSAG and published:
        (A) containing the Key InformationG required under Rule 2.5.2(1)(b);
        (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]

      • MKT 6.3.6

        All UnitsG in a class of SecuritiesG admitted to trading including those specified under Rule 6.3.5 must be traded on an Authorised Market InstitutionG or a Regulated ExchangeG .

        Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

    • Financial Promotions

      • MKT 6.3.7

        The Reporting EntityG of a Listed FundG must ensure that any financial promotions relating to the UnitsG of the Fund comply with the requirements relating to financial promotions:

        (a) in the case of a Domestic FundG , those in the Collective Investment Law 2010 and the CIR Rules; and
        (b) in the case of a Foreign FundG , the equivalent requirements applicable to the Fund in the jurisdiction of its domicile or establishment.
        Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]