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  • MKT App 1 Content of a Prospectus

    • MKT A1.1 Registration Statement

      • MKT A1.1.1

        This table forms part of Rule 2.5.1(3)(b).

        Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
        [Amended] DFSA RM120/2013 (Made 14th July 2013). [VER4/07-13]

      • MKT A1.1.2

        (1) The reference to an "issuer" in this App1 is a reference to the PersonG offering SecuritiesG under the ProspectusG as specified in Rule 1.1.1 (2)(a) and (b).
        (2) An issuer must include the specified information in relation to the SecuritiesG identified with a "" in this table which are the subject of the relevant ProspectusG .
        (3) If an asterisk is used when identifying a SecurityG , the requirement to provide the item of information for that SecurityG is qualified as specified in the relevant item.
        A1.1.2
          CONTENTS OF PROSPECTUS — REGISTRATION STATEMENT Shares Warrants over Shares Debentures Warrants over Debentures Certificates over Shares Certificates over Debentures Structured ProductsG
        1. INFORMATION ABOUT THE ISSUER
        1.1 General information

        General information about the issuer including:

        (a) the full legal name of the issuer;

        (b) if different to the legal name, the full commercial name of the issuer;

        (c) the legal form of the issuer;

        (d) the country of incorporation of the issuer and its incorporation number;

        (e) if domiciled in a jurisdiction outside the country of incorporation, the legislation under which the issuer operates;

        (f) if registered in a place other than the country of incorporation, the place of registration of the issuer and its registration number;

        (g) the date of incorporation and registration and the length of time the issuer has remained incorporated or registered (or both) as is relevant. Where the issuer has a fixed life, this must be stated together with the end date; and

        (h) the address and telephone number of its registered office (and its principal place of business if different from its registered office); and

        (i) if the SecuritiesG are asset backed SecuritiesG , a statement whether the issuer has been established as a special purpose vehicle or entity for the purpose of issuing asset backed SecuritiesG .
        1.2 Investments

        Information about:

        (a) the issuer's principal investments for each financial year for the period covered by the historical financial information up to the date of the Registration StatementG ;

        (b) description, (including the amount) of the issuer's principal investments for the period referred to in (a); and

        (c) a description of the issuer's principal investments that are in progress, including the geographic distribution of these investments (home and abroad) and the method of financing (internal or external).

        *The information in 1.2 is not required to be included for DebenturesG that have a denomination of US $100,000 or more per SecurityG .
        * √    
        2. OPERATIONAL FINANCIAL OVERVIEW
        2.1 Actual and proposed business activities              
          A detailed description of the actual and proposed principal operations of the issuer including:              
          (a) the history of the issuer;
          (b) a description of the principal activities and business of the issuer;
          (c) a description of important events in the development of the issuer's business;
          (d) a description of, and key factors relating to, the nature of the issuer's operations and its principal activities, specifying the main categories of products sold and/or services performed for each financial year for the period covered by the historical financial information;
          (e) an indication of any significant new products and/or services that have been introduced by the issuer and, to the extent the development of new products or services has been publicly disclosed, the status of the development;
          (f) a description of the principal markets in which the issuer operates, including a breakdown of total revenues by category of activity and geographic market for each financial year for the period covered by the historical financial information; * √
          (g) details of any major customers, suppliers or other material dependencies of the issuer;
          (h) if material to the issuer's business or profitability, a summary of the extent to which the issuer is dependent on any patents or licences, industrial, commercial or financial contracts or new manufacturing processes;
          (i) the basis for any statement made by the issuer regarding its competitive position;
          (j) where the information given under this item has been influenced by exceptional factors, statement about that fact; and
          (k) where the issuer belongs to a GroupG , relevant material information as specified above in relation to the Group'sG activities.

        *The information in 2.1(f) is not required to be included for DebenturesG that have a denomination of US $100,000 or more per SecurityG .
        2.2 Significant factors affecting income/operations

        (a) Information regarding significant factors, including unusual or infrequent events or new developments, which are materially affecting or may likely to so affect the issuer's income from operations, indicating the extent to which income was so affected.

        (b) Where the financial statements disclose material changes in net sales or revenues, a narrative discussion of the reasons for such changes.

        (c) Information regarding any governmental, economic, fiscal, monetary or political policies or factors that have materially affected, or could materially affect, directly or indirectly, the issuer's operations.
             
        2.3 Risk factors

        Prominent disclosure of risk factors that are specific to the issuer and if relevant, its industry in a section headed "Risk Factors" containing information including:

        (a) the material risks associated with investing in the issuer, and where applicable, any risks associated with the assets to be acquired using the proceeds of the offer;

        (b) the effect that the material risks may have on the issuer together with a discussion of how the risk could affect the business, operating results and financial condition of the issuer;

        (c) any steps proposed by the issuer to mitigate or manage the risks; and

        (d) general and specific risks relating to the industry and the jurisdiction in which the issuer operates.
        2.4 Production and sales trends              
          (a) Information about the most significant recent trends in production, sales and inventory, and costs and selling prices since the end of the last financial year to the date of the Registration StatementG .
          (b) If:

        (i) there has been no material adverse change relating to the information referred to in (a) since the date of its last published financial statements, a statement to that effect; and

        (ii) the issuer is not in a position to make such a statement, details of the material adverse change.
             
          (c) Information on any known trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on the issuer's prospects for at least the current financial year.

        *The information in 2.4(c) is not required to be included for DebenturesG that have a denomination of US $100,000 or more per SecurityG .
        * √    
        3. CONSTITUTION AND ORGANISATIONAL STRUCTURE
        3.1 Constitution

        A summary of the provisions of the constitution of the issuer including:

        (a) a description of the issuer's objectives and purpose and where they can be found in the constitution;
        * √    
          (b) a summary of any provisions of the constitution with respect to its DirectorsG and any PersonG involved in the senior management of the issuer including the members of the administrative, management and supervisory bodies;

        (c) a description of the rights, preferences and restrictions attaching to each class of the existing SecuritiesG ;

        (d) a description of what action is necessary to change the rights of holders of the Securities, indicating where the conditions are more significant than is required by any law applicable to the issuer; 1

        (e) a description of the conditions governing the manner in which annual general meetings and extraordinary general meetings of holders of SecuritiesG are called including the conditions of admission to the meeting;

        (f) a brief description of any provision of the constitution that would have an effect of delaying, deferring or preventing a change in control of the issuer;

        (g) an indication whether there are any provisions in the constitution, governing the ownership threshold above which shareholder ownership must be disclosed;

        (h) a description of the conditions imposed by the constitution governing changes in the capital, where such conditions are more stringent than is required by law applicable to the issuer;2

        (i) any arrangements by which a single investor or group of investors may exercise significant influence over the issuer; and

        (j) any other aspects of the constitution of the issuer which may be relevant to investors.

        *The information in 3.1(a) is not required to be included for DebenturesG that have a denomination of US $100,000 or more per SecurityG .
             
        3.2 Directors'3 powers under the constitution

        A summary of the provisions of the constitution of the Issuer under which:

        (a) a DirectorG has the power to vote on a proposal, arrangement, or contract in which he is materially interested;

        (b) a DirectorG has the power, in the absence of an independent quorum, to vote on remuneration (including pension or other benefits) to themselves or any members of the BoardG ;

        (c) a DirectorsG can exercise borrowing powers and how such borrowing powers may be varied; and

        (d) the retirement or non-retirement of DirectorsG is provided, including any age limit in respect of retirement.
             
        3.3 Group Structure

        If the issuer is a member of a GroupG , information about the issuer's GroupG including:
                     
          (a) identity of all the members of the GroupG ;
          (b) a brief description of the GroupG explaining the issuer's position within the GroupG ;
          (c) the identity of the ultimate Holding CompanyG of the issuer and where it is domiciled; and      
          (d) a list of significant SubsidiariesG of the issuer, including name, country of incorporation or domicile, proportion of ownership interest and, if different, proportion of voting power or other form of control held.      
        4. ASSETS
        4.1 Property, plant and equipment

        Information about:

        (a) existing material fixed assets, including any leased properties, and any major encumbrances in respect of such assets;

        (b) planned acquisition of material fixed assets, including leased properties, and any major encumbrances in respect to those assets; and

        (c) a description of any environmental issues that may affect the issuer's utilisation of the assets referred to in (a) and (b).
             
        4.2 Material contracts

        Information about material contracts of the issuer including:
                     
          (a) a summary of each material contract (to the extent not disclosed under 5.1), other than contracts entered into in the ordinary course of business, to which the issuer or any member of the GroupG is a party, for the two years immediately preceding publication of the Registration StatementG ; and
          (b) a summary of any other contract (not being a contract entered into in the ordinary course of business) entered into by any member of the GroupG which contains any provision under which any member of the GroupG has any obligation or entitlement which is material to the GroupG as at the date of the Registration StatementG .      
        5. CAPITAL
        5.1 Capital resources

        (a) Information about the capital resources of the issuer including:

        (i) the short and long term capital resources;

        (ii) an explanation of, the sources and amounts of, and a narrative description of, the cash flows;

        (iii) the borrowing requirements and funding structure;

        (iv) any restrictions on the use of capital resources that have materially affected, or could materially affect, directly or indirectly, its operations;

        (b) Information regarding the anticipated sources of funds needed to fulfil commitments relating to:

        (i) any existing or planned material tangible fixed assets, including leased properties, and any major encumbrances thereon; and

        (ii) any principal future investments to which the BoardG or the senior management of the issuer have already made firm commitments.

        (c) Information relating to any undertakings in which the issuer holds a portion of its capital where such holding is likely to have a significant effect on the assessment of its own assets and liabilities, financial position or profits and losses.
             
        5.2 Certificates

        In the case of an issuer of CertificatesG , a summary of the issuer's responsibilities and obligations in respect of the CertificatesG including the obligations and responsibilities in making certain payments as and when payments on the underlying SecuritiesG are received and any material information about the issuer of the underlying SecuritiesG that may affect the issuer's ability to meet its obligations.
                 
        5.3 Share capital

        The following information as of the date of the most recent balance sheet included in the historical financial information of the issuer:

        (a) The amount of issued share capital, and for each class of share capital:

        (i) the number of shares authorised;

        (ii) the number of shares, issued and fully paid, and issued but not fully paid;

        (iii) the par value per share, or that the shares have no par value; and
        * √    
          (iv) a reconciliation of the number of shares outstanding at the beginning and end of the year. If more than 10% of capital has been paid for with assets other than cash within the period covered by the historical financial information, a statement to that effect.

        (b) If there are shares not representing capital, the number and main characteristics of such shares.

        (c) The number, book value and face value of shares in the issuer held by or on behalf of the issuer itself or by SubsidiariesG of the issuer.

        (d) The amount of any convertible securities, exchangeable securities or securities with warrants, with an indication of the conditions governing and the procedures for conversion, exchange or subscription.

        (e) Information about and terms of any acquisition rights and or obligations over authorised but unissued capital or an undertaking to increase the capital.

        (f) Historical information about the share capital highlighting any changes for the period covered by the historical financial information.

        *The information in 5.3(a) is not required to be included for DebenturesG that have a denomination of US $100,000 or more per SecurityG .
             
        5.4 Options

        If any options or other rights granted in respect of SharesG in the issuer to any PersonG , a summary of the total of any such options, along with an estimate of the number of SharesG which would be created, if such rights were to be exercised.
             
        6. MANAGEMENT OF THE ISSUER
        6.1 Details relating to directors and senior managers ("Key Persons")

        (a) names, business addresses, functions and principal activities carried out by the following PersonsG (“Key Persons”), including outside that of the issuer where such functions are significant with respect to the activities of the issuer:

        (i) the DirectorsG 4 of the issuer;

        (ii) the DirectorsG of the ultimate Holding CompanyG of the issuer, if any;

        (iii) the members of the senior management (senior managers) of the issuer and, if they are also DirectorsG of the issuer, their respective responsibilities as DirectorsG and as a member of the senior management of the issuer;

        (iv) founding members, if the issuer has been established for fewer than five years; and

        (v) any senior manager who is relevant to establishing that the issuer has the appropriate expertise and experience for the management of the issuer's business.

          (b) The nature of any family or business relationship between any of the Key PersonsG .      
          (c) Except for the category of Person in item (a)(iv) above, details of each of the Key Person'sG relevant management expertise and experience and the following information:

        (i) the names of all companies and partnerships in which such PersonG has been a member of a BoardG or involved in the senior management of in the previous five years, indicating whether or not the PersonG still holds such position. It is not necessary to list all the SubsidiariesG of an issuer of which the PersonG is also a member of the BoardG or involved in the senior management;

        (ii) any convictions relating fraud or other financial crimes for at least the previous five years;

        (iii) details of any bankruptcies, receiverships or liquidations of another entity with which a PersonG described in item (a)(iii) and (vi) was associated with for at least the previous five years when acting in a similar capacity;

        (iv) details of any official public incrimination and/or sanctions of such a PersonG by statutory or regulatory authorities (including designated professional bodies) and whether such a PersonG has ever been disqualified by a court from acting as a DirectorG or from acting in a senior management or conduct of the affairs of any issuer for at least the previous five years; and

        (v) if there is no such information to be disclosed pursuant to (i) – (iv), a statement to that effect.
             
          (d) If there is a potential conflict of interests between the personal interests of any Key PersonG and that of the duties such PersonsG owed to the issuer or interests of the issuer, details of such conflict of interests and, if there are no such conflicts, a clear statement to that effect.
          (e) Information about any arrangement or understanding with major shareholders, customers, suppliers or others, pursuant to which any Key PersonG was selected as a DirectorG or senior manager of the issuer.      
          (f) Details relating to any restrictions agreed by a Key PersonG on the disposal within a certain period of time of his holdings in the issuer's SecuritiesG .      
        6.2 Other information relating to key PersonsG

        (a) For the last completed financial year of the issuer, information relating to each Key PersonG about:

        (i) the amount of remuneration paid (including any contingent or deferred compensation), and benefits in kind granted to such PersonsG by the issuer and its SubsidiariesG for services in all capacities to the issuer and its SubsidiariesG ; and

        (ii) the total amounts set aside or accrued by the issuer or its SubsidiariesG to provide pension, retirement or similar benefits.

        (b) For the last completed financial year of the issuer:

        (i) the date of expiration of the current term of office, if applicable, and the period during which the PersonG has served in that office of each Key PersonG specified in (a)(i) — (iii);

        (ii) information about any service contracts with a Key PersonG and the issuer or any of its SubsidiariesG providing for benefits upon termination of employment, and if there are no such contracts, a statement to that effect;
             
          (iii) information about the issuer's audit committee, nomination committee and remuneration committee, if any, including the names of committee members and a summary of the terms of reference under which the committee operates; and

        (iv) statements as to whether or not the issuer is complying with any corporate governance regime in its country of incorporation or domicile and if so whether or not such a regime is compatible with the corporate governance regime under the Law and the RulesG .5 In the event an issuer does not comply with a regime of corporate governance applicable in the country of its incorporation or domicile, a statement to that effect, together with an explanation regarding why the issuer does not comply with such a regime.

        *The information in 6.2(b)(iii) and (iv) is not required to be included for DebenturesG that have a denomination of US $100,000 or more per SecurityG .
        * √    
        6.3 Information about employees

        Information relating to the following:

        (a) either:

        (i) the number of EmployeesG at the end of each period covered by the historical financial information; or

        (ii) the average for each financial year for the period covered by the historical financial information up to the date of the Registration StatementG (and changes in such numbers, if material); 6 and

        (b) If the issuer employs a significant number of temporary EmployeesG , the number of temporary EmployeesG on average during the most recent financial year.
             
        7. FINANCIAL INFORMATION ABOUT THE ISSUER
        7.1 Historical financial information about the issuer

        (a) Historical financial information covering the latest 3 financial years (or such shorter period that the issuer has been in operation) where such information in respect of each year is:

        (i) prepared in accordance with the International Financial Reporting StandardsG (IFRS) or any other standards acceptable to the DFSA;

        (ii) audited in accordance with the standards of the International Auditing and Assurance Standards BoardG (IAASB) or other standards acceptable to the DFSA;7 and

        (iii) independently audited or reported on as to whether or not, for the purposes of the Registration StatementG , it gives a true and fair view, in accordance with the applicable auditing standards referred to in (ii) above; and
               
          (b) Historical financial information covering the latest 2 financial years (or such shorter period that the issuer has been in operation) where such information in respect of each year is:

        (i) prepared in accordance with the International Financial Reporting StandardsG (IFRS) or any other standards acceptable to the DFSA;

        (ii) audited in accordance with the standards of the International Auditing and Assurance Standards BoardG (IAASB) or other standards acceptable to the DFSA;8 and

        (iii) independently audited or reported on as to whether or not, for the purposes of the Registration StatementG , it gives a true and fair view, in accordance with the applicable auditing standards referred to in (ii) above; and
             
          (c) In respect of the last year of audited financial information included, such information not being older than:

        (i) in the case of Debentures that have a denomination of US $100,000 or more per DebentureG , 18 months from the date of the Registration StatementG ; or

        (ii) in any other case:

        (A) 18 months from the date of the Registration StatementG if the issuer includes audited interim financial statements in the Registration StatementG ; or

        (B) 15 months from the date of the Registration StatementG if the issuer includes unaudited interim financial statements in the Registration StatementG .

        (d) A statement that the historical financial information has been audited.

        (e) If the audit reports on the historical financial information have been refused by the auditors or if they contain qualifications or disclaimers, reproduction of such refusal, qualifications or disclaimers in full and the reasons given.

        (f) If any other information in the Registration StatementG has been audited by the auditors, a statement to that effect.

        (g) If any financial data in the Registration StatementG is not extracted from the issuer's audited financial statements, statements as to the source of the data and that the data is unaudited.

        (h) If since the date of the issuer's last audited financial statements quarterly or half yearly financial information has been published, such statements including:

        (i) if the quarterly or half yearly financial information has been reviewed or audited, the audit or review report; or

        (ii) if the quarterly or half yearly financial information is unaudited or has not been reviewed, a statement to that effect.

        (i) If the Registration StatementG is dated more than nine months after the end of the last audited financial year, interim financial information:

        (i) covering at least the first six months of the financial year;

        (ii) including comparative statements for the same period in the prior financial year (except that the requirement for comparative balance sheet information may be satisfied by presenting the years end balance sheet); and

        (iii) if unaudited, a statement to that effect.

        (j) If the issuer prepares both own and consolidated annual financial statements, at least the consolidated annual financial statements.

        (k) A description of any significant change in the financial or trading position of the group which has occurred since the end of the last financial period for which either audited financial information or interim financial information have been published, or an appropriate negative statement.
        * √
          (l) Any recent events particular to the issuer and which are to a material extent relevant to the evaluation of the issuer's solvency.

        *The information in 7.1(h) and 7.1(i) is not required to be included for DebenturesG that have a denomination of US $100,000 or more per SecurityG .
               
        7.2 Profit forecasts

        If an issuer chooses to include a profit forecast or a profit estimate in the Registration StatementG :

        (a) information about the principal assumptions upon which the issuer has based its forecast or estimate:

        (i) in a manner readily understandable by investors and prepared on a basis comparable with the historical financial information; and

        (ii) showing a clear distinction between assumptions about factors which the BoardG or senior management of the issuer can influence and assumptions about factors which are exclusively outside the influence of such PersonsG ;

        (b) a report prepared by independent accountants or auditors stating that in the opinion of the independent accountants or auditors, the forecast or estimate has been properly compiled on the basis stated and that the basis of accounting used for the profit forecast or estimate is consistent with the accounting policies of the issuer; and

        (c) If a profit forecast in a ProspectusG has been previously published, a statement setting out whether or not that forecast is still correct as at the time of the Registration StatementG or if the forecast is no longer valid, an explanation of why that is the case.
        8. OTHER INFORMATION RELATING TO THE ISSUER
        8.1 Information about auditors

        (a) Information about the auditor including:

        (i) the names, addresses and professional qualifications (including details of membership in any professional body) of the issuer's auditor for the period covered by the historical financial information; and

        (ii) if the auditor has resigned, been removed or not been re-appointed during the period covered by the historical financial information, any details if material.
        8.2 Connected PersonsG

        (a) Information about Connected PersonsG including:

        (i) the name and address of any Connected PersonG as defined in Rule 4.3.2;

        (ii) how the PersonG falls into the definition of a Connected PersonG ; and

        (iv) whether any Connected PersonG has different voting rights to the issuer's major shareholders, or an appropriate negative statement;
             
          (b) If there are no Connected PersonsG , a statement to that effect;      
          (c) if a Connected PersonG is a controller,11 information about that PersonG including:

        (i) where relevant, the amount of the Controller'sG interest;

        (ii) whether the issuer is directly or indirectly owned or controlled by such a PersonG and the measures in place to ensure that such control is not abused; and
          (d) a description of any arrangements, known to the issuer, the operation of which may at a subsequent date result in a change in control of the issuer.
        8.3 Related party transactions

        Disclosure of any Related Party TransactionsG 12 during the period covered by the historical financial information and up to the date of the Registration StatementG including:

        (a) the name and address of the Related PartyG ;

        (b) how the PersonG falls within the definition of a Related PartyG ;

        (c) details of the Related Party TransactionG , including:

        (i) the parties to the transaction;

        (ii) the date of the transaction;

        (iii) the value of the transaction;

        (iv) whether prior shareholder approval was obtained from a majority of shareholders;

        (v) if the transaction is not concluded in the ordinary course of business and on normal commercial terms no less favourable than that of an arm's length transaction with an unrelated party, an explanation of why the transaction was not concluded on such terms; and

        (vi) any future transactions involving the same or new Related PartiesG .
               
        8.4 Research and development

        Where material, a description of the issuer's research and development policies for each financial year for the period covered by the historical financial information, including the amount spent on issuer-sponsored research and development activities.
             
        8.5 Legal and other proceedings against the issuer

        Information on any current or prior governmental, legal or arbitration proceedings or disputes (including any such proceedings which are pending or threatened of which the issuer is aware), which may have, or have had, covering at least the previous 12 months significant impact on the issuer and/or its Group'sG financial position or profitability, or if there were no such actions, a statement to that effect.
        8.6 Other significant matters

        (a) An explanation of any significant matter that investors would reasonably require in relation to the issuer and the issuer's jurisdiction, provided in a manner which gives appropriate prominence depending on the nature of the matter concerned and its significance.

        (b) If the SecurityG is a CertificateG , any information of the kind referred to in (a) relating to the issuer of the underlying SecuritiesG .
        8.7 Concurrent offers by directors of the issuer

        (a) If one or more members of the Board of DirectorsG of the issuer are offering their SharesG under the same ProspectusG :

        (i) the identity of each member making such offers;

        (ii) the number of SharesG each such PersonG is offering; and

        (iii) the proportion of the holding of the member that those SharesG represent.

        (b) If no member of the BoardG is offering his SharesG , a statement to that effect.
                   
        9. RESPONSIBILITY FOR THE CONTENT OF PROSPECTUS
        9.1 Responsibility Statement

        A Responsibility Statement that:

        (a) the ProspectusG complies with the requirements in Part 2 of the Law and chapter 2 of the Rules;

        (b) sets out the details of the PersonsG responsible for the ProspectusG pursuant to section 2.10, and in particular:

        (i) where a PersonG responsible is a natural person, indicates the name and function of that PersonG ; and

        (ii) where a PersonG responsible is a Body CorporateG or other legal person, indicates the name and registered office of that PersonG ; and

        (c) includes a declaration, from each PersonG responsible for the ProspectusG , or for certain parts of it, pursuant to section 2.10, that having taken all reasonable care to ensure that such is the case, the information contained in the ProspectusG is, to the best of their knowledge, in accordance with the facts and contains no omission likely to affect its import.
        9.2 Signing of the prospectus by directors of the issuer

        The date on which the ProspectusG was signed by the DirectorsG of the issuer.
        9.3 ExpertG opinions included in a prospectus              
          (a) If any Expert'sG opinion, statement or report ("report") is included in the ProspectusG :
          (i) the name, business address and professional qualifications of the ExpertG responsible for the report and the date on which the ExpertG report was made or produced;
          (ii) Information relating to any material interests of the ExpertG in the issuer such as any benefit or fees paid to the ExpertG by the issuer or a related company, positions held or to be held by the ExpertG in the issuer or a related company, investments held or to be held by the ExpertG in the issuer or a related company, fees and commissions paid or to be paid to the ExpertG or PersonsG associated with the ExpertG ; and      
          (iii) if the report has been produced at the issuer's request, a statement to that effect and that the report is included, in the form and context in which it is included, with the consent of the ExpertG .
          (b) Where information has been sourced from an ExpertG or other third party, the source of such information and confirmation by the issuer that the information has been accurately produced and that as far as the issuer is aware and is able to ascertain from the information published by that ExpertG or third party, that no facts have been omitted which would render the reproduced information inaccurate or misleading.
        9.4 Special categories of companies

        If the issuer is a special category of company, such as a property, mineral, or scientific research company, or a start up company (a company with less than 3 year track record), a report by an ExpertG on the assets or rights owned by the issuer prepared at a date which shall be no later than three months before the date of the Prospectus.
             
        10. DOCUMENTS ON DISPLAY
        10.1 Documents for inspection

        A statement that the following documents, in original or copy form, where applicable, may be inspected:

        (a) the constitution of the issuer;

        (b) the historical financial information of the issuer; and

        (c) any information produced by an expert at the issuer's request, any part of which is included or referred to in the Registration StatementG .
        10.2 Details

        The details of how the documents referred to in 10.1 may be inspected.

        1 Applicable laws include any laws applicable to the issuer in the jurisdiction of its domicile or incorporation.

        2 Applicable laws include any laws applicable to the issuer in the jurisdiction of its domicile or incorporation.

        3 In the case of a Limited PartnershipG , a reference to a DirectorG should be read as a reference to a General PartnerG of the partnership.

        4 A reference to a DirectorG in the case of a Limited PartnershipG should be read as a reference to a General PartnerG of the partnership.

        5 Reporting EntitiesG in respect of SharesG are subject to the Corporate Governance PrinciplesG in the RulesG .

        6 A breakdown of the EmployeesG by main category of activity and geographic location to the extent practicable and material

        7 With the last two years audited historical financial information being presented and prepared in a form consistent with that which will be adopted in the issuer's next published annual financial statements having regard to accounting standards and policies and legislation applicable to such annual financial statements.

        8 With the last two years audited historical financial information being presented and prepared in a form consistent with that which will be adopted in the issuer's next published annual financial statements having regard to accounting standards and policies and legislation applicable to such annual financial statements.

        12 See Rule 4.3.2(2) for the definition of a controller.

        13 See Rule 3.5.2

        [Derived] DFSA RM120/2013 (Made 14th July 2013). [VER4/07-13]
        [Amended] DFSA RM171/2016 (Made 10th February 2016). [VER8/04-16]
        [Amended] DFSA RM212/2018 (Made 22nd February 2018). [VER11/04-18]

    • MKT A1.2 Securities Note

      • MKT A1.2.1

        This table forms part of Rule 2.5.1(3)(c).

        Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
        [Amended] DFSA RM120/2013 (Made 14th July 2013). [VER4/07-13]

      • MKT A1.2.2

        (1) The reference to an "issuer" in this App1 is a reference to the PersonG offering SecuritiesG under the ProspectusG as specified in Rule 1.1.1 (2)(a) and (b).
        (2) An issuer must include the specified information in relation to the SecuritiesG identified with a in this table which are the subject of the relevant ProspectusG .
        (3) If an asterisk is used when identifying a Security, the requirement to provide the item of information for that SecurityG is qualified as specified in the relevant item.
        A1.2.2
          CONTENTS OF PROSPECTUS — SECURITIES NOTE Shares Warrants Over Shares Debebtures Warrants Over Debebtures Certificates Over Shares Certificates Over Debentures Structured Product
        1 KEY INFORMATION
        1.1 Risk factors

        Prominent disclosure of risks factors material to the SecuritiesG being offered and/or admitted to trading in order for investors to assess the risks associated with investing in the SecuritiesG , which must be disclosed prominently in a separate section headed "Risk Factors" and include the following information:

        (a) the nature of the risks involved in investing in the SecuritiesG :

        (b) any material risks associated with investing in the issuer;

        (c) any risks associated with the assets to be acquired using the proceeds of the offer;

        (d) the effect that the material risks may have on the IssuerG including how the risk could affect the business, operating results and financial condition of the IssuerG ;

        (e) any steps proposed by the IssuerG to mitigate or manage the risks;

        (f) general and specific risks relating to the industry or jurisdiction in which the IssuerG operates; and

        (g) any other material risks that are not included in the above.
        1.2 Reasons for the offer

        Reasons for the offer and, where applicable:

        (a) the estimated net amount of the proceeds broken into each principal intended use and presented by order of priority of such uses;

        (b) if the issuer is aware that the anticipated proceeds will not be sufficient to fund all the proposed uses, statement about the amount and sources of other funds needed; and
        * √    
          (c) details with regard to the use of the proceeds, in particular when they are being used to acquire assets, other than in the ordinary course of business, to finance announced acquisitions of other businesses, or to discharge, reduce or retire indebtedness of the issuer.

        *The information in 1.2 (a) and (b) is not required to be included for DebenturesG that have a denomination of US $100,000 or more per SecurityG .
             
        1.3 Financial condition

        To the extent not included in the Registration StatementG , a description of the issuer's financial condition, changes in financial condition and results of operations for each year and interim period, for which historical information is required, including causes of any material changes from year to year in the financial information to the extent necessary for an understanding of the issuer's business as a whole.
             
        1.4 Working capital statement

        A statement by the DirectorsG of the IssuerG that in their opinion the working capital is sufficient for the Issuer'sG present requirements, or, if not how it proposes to provide the additional working capital needed.
             
        1.5 Creditworthiness of the issuer

        (a) Sufficient information to enable an investor to form an opinion concerning the creditworthiness of the issuer such as:

        (i) earnings coverage ratio;

        (ii) any relevant credit ratings; and

        (iii) any other risk factors that may affect the Issuer'sG ability to fulfil its obligations under the SecuritiesG to investors.
             
          (b) A statement of capitalization and indebtedness (distinguishing between guaranteed and unguaranteed, secured and unsecured indebtedness), including indirect and contingent indebtedness, as of a date no earlier than 90 days prior to the date of the Securities NoteG .      
        1.6 Guarantees

        (a) Information about any bank or other guarantees attaching to the SecuritiesG and intended to underwrite the issuer's obligations including the details relating to:

        (i) any conditionality on the application of the guarantee in the event of any default under the terms of the SecurityG ; and

        (ii) any power of the guarantor to veto changes to the SecurityG holders' rights.

        (b) Disclosure by the guarantor of the information about itself as if it were the issuer of the same type of SecurityG that is the subject of the guarantee.
        2 INFORMATION RELATING TO THE SECURITIES OFFERED/ADMITTED TO TRADING
        2.1 General information relating to Securities              
          (a) A description of the type and class of the SecuritiesG being offered and/or admitted trading, including any identification number (ISIN) or code applicable to the Securities.
          (b) An indication whether the SecuritiesG are in certificated form or book-entry form and if it is the latter, the name and address of the entity maintaining the records.
          (c) A summary of any restrictions relating to transferability of the SecuritiesG , the arrangements for settlement of transfers and any limitations of those rights and procedures for the exercise of such rights, including those specified in 2.2 and 2.3.
          (d) Any legislation under which the SecuritiesG have been created.
          (e) The currency of the SecuritiesG issue.
          (f) The ranking of the SecuritiesG being admitted to trading, including summaries of any clauses that are intended to affect ranking or subordinate the SecurityG to any present or future liabilities of the issuer.        
          (g) The maturity date and arrangements for the amortisation of the DebentureG , including the repayment procedures. Where advance amortisation is contemplated, on the initiative of the issuer or of the holder, it must be described, stipulating amortisation terms and conditions.        
          (h) Information regarding representation of DebentureG holders including an identification of the organisation representing the investors and provisions applying to such representation. Indication of where investors may have access to the contracts relating to these forms of representation.        
        2.2 Dividends

        Information relating to dividend rights including:

        (a) a description of the Issuer'sG policy on dividend distributions and any restrictions thereon;

        (b) the amount of the dividend per SecurityG , or underlying SecurityG if applicable, for each financial year for the period covered by the historical financial information, adjusted where the number of SecuritiesG , or underlying SecuritiesG if applicable, in the IssuerG has changed, to make it comparable;

        (c) fixed date(s) on which the dividend entitlement arises;

        (d) if relevant, time limit after which entitlement to dividend lapses and an indication of the PersonG in whose favour the lapse operates;

        (e) any dividend restrictions; and

        (f) the rate of dividend or method of its calculation, periodicity and cumulative or non-cumulative nature of payments.
             
        2.3 Interest Rate and Yield

        (a) Where there is a nominal rate of interest or rate of return and provisions relating to rate of interest or rate of return payable, information including:

        (i) the date from which rate of interest or rate of return becomes payable and the due dates for rate of interest or rate of return; and

        (ii) the time limit on the validity of claims to rate of interest or rate of return and repayment of principal.

        (b) Where the rate is not fixed, information including:

        (i) a description of the underlying on which it is based and of the method used to relate the two;

        (ii) a description of any market disruption or settlement disruption events that affect the underlying;

        (iii) adjustment rules with relation to events concerning the underlying; and

        (iv) the name of the calculation agent.

        (c) An indication of yield.
               
        2.4 Other rights

        Information relating to other rights including:
                     
          (a) voting rights;      
          (b) pre-emption rights in relation to offers for subscription of SecuritiesG of the same class;      
          (c) right to share in the issuer's profits;      
          (d) rights to share in any surplus in the event of liquidation of the IssuerG ;      
          (e) redemption rights, if any; and
          (f) conversion rights, if any.      
        3 TERMS AND CONDITIONS OF THE OFFER
        3.1 Terms and conditions of the offer

        The terms and conditions of the offer including:
                     
          (a) the number of SecuritiesG offered;
          (b) the price or price range of the SecuritiesG ; * √    
          (c) the identity of the seller of the SecuritiesG where the PersonG making the Prospectus OfferG is not the issuer;      
          (d) the various categories of potential investors to which the SecuritiesG are offered. If the offer is being made simultaneously in two or more markets, and if a tranche has been or is being reserved for certain of these, indicate any such tranche and the category of investors for whom it is offered; * √    
          (e) a description of any material interests and conflict of interests relating the affairs of the issuer, detailing the PersonsG involved and the nature of such interests;
          (f) the Offer PeriodG , including the opening and closing dates; * √    
          (g) the manner of allocation of SecuritiesG to applicants including the manner in which SecuritiesG are allotted in the event of over subscription;      
          (h) proposed date for allotment of SecuritiesG ;
          (i) where the SecuritiesG to be offered confer the right to subscribe for new SecuritiesG by existing holders of SecuritiesG in the issuer, details of such rights, including a statement of the maximum number of SecuritiesG which would be created if the rights were exercised in full;      
          (j) the effect the issuance of the SecuritiesG will have on the capital structure of the IssuerG ;      
          (k) particulars of any commissions or other fees to be paid by the issuer in relation to the offer;      
          (l) all relevant details of the appointment of an underwriter on a firm commitment basis, including the nature of the obligations of the underwriter, quotas, plan of distribution, commission and, if a portion of the offer is not covered, a statement of the portion not covered; * √    
          (m) all relevant details of the appointment of placing agents appointed on a 'without a firm commitment' basis or under a “best efforts” arrangement, including quotas and placing commission; * √    
          (n) details of the entities which have a firm commitment to act as intermediaries in secondary trading, providing liquidity through bid and offer rates and description of the main terms of their commitment;      
          (o) methods of payment for the SecuritiesG , particularly as regards the paying up of SecuritiesG which are not fully paid or are payable by instalments; * √    
          (p) in the event of the offer not proceeding, the details of the procedure and means under which the money obtained from applicants will be returned;      
          (q) process for notification to applicants of the amount of SecuritiesG allotted and indication whether dealing may begin before notification is made; * √    
          (r) provided applicants are allowed to withdraw their subscription, an indication of the period during which an application may be withdrawn;      
          (s) in the case of new SecuritiesG , a statement of the resolutions, authorisations and approvals by virtue of which the SecuritiesG have been or will be created and/or issued;
          (t) the details of any ConvertibleG , including an indication of the conditions governing the procedures for conversion, exchange or subscription;      
          (u) the procedure for the exercise of any right of pre-emption, the negotiability of subscription rights and the treatment of subscription rights not exercised; * √    
          (v) if advisors to the issuer are connected with the offer, a statement of the professional or other capacity in which such advisors have acted; and
          (w) the name and address of any paying agents and depository agents in each country.

        *The information in 3.1(b),(d),(f),(l),(m),(o),(q), and (u) is not required to be included for DebenturesG that have a denomination of US $100,000 or more per SecurityG .
        3.2 Plan of distribution and allotment

        (a) Pre-allotment disclosure relating to:

        (i) the division into tranches of the offer including institutional, retail and Issuer'sG employee tranches and any other tranches;

        (ii) the conditions under which a claw-back right may be used, the maximum size of such claw-back and any applicable minimum percentages for individual tranches;

        (iii) the allotment method or methods to be used for the retail and Issuer'sG employee tranche in the event of an over subscription of these tranches;

        (iv) a description of any pre-determined preferential treatment to be accorded to certain classes of investors or certain affinity groups (including friends and family programmes) in the allotment, the percentage of the offer reserved for such preferential treatment and the criteria for inclusion in such classes or groups;

        (v) whether the treatment of subscriptions or bids to subscribe in the allotment may be determined on the basis of which intermediary firm they are made through or by a target minimum individual allotment if any within the retail tranche;

        (vi) the conditions for the closing of the offer before the end of the Offer PeriodG as well as the date on which the offer may be closed at the earliest; and

        (vii) whether or not multiple subscriptions are admitted, and where they are not, how any multiple subscriptions will be handled.

        (b) The details of any over-allotment option, including existence and size of the over-allotment option, the period in which the over-allotment option may be exercised and any conditions on exercising such option.
             
        3.3 Price stabilisation

        The information required to be disclosed to the market pursuant to the Price Stabilisation ModuleG of the DFSAG Rulebook.
         
        4 OTHER INFORMATION
        4.1 Audit and source of information including use of expert reports

        (a) Where information has been included in the Securities NoteG which has been audited or reviewed by auditors and where auditors have produced a report, reproduction of the report or, with permission of the DFSAG , a summary of the report.

        (b) Where information has been sourced from a third party, details of the identify of the source of the information along with a confirmation that the information has been accurately reproduced and that as far as the IssuerG is aware and is able to ascertain from information published by that third party, no facts have been omitted which would render the reproduced information inaccurate or misleading.

        (c) Where a statement or report attributed to a PersonG as an ExpertG is included in the Securities NoteG :

        (i) the name, business address, qualifications and any material interest such a PersonG has in the IssuerG ; and

        (ii) if the report has been produced at the Issuer'sG request, a statement to the effect that such statement or report is included, in the form and context in which it is included, with the consent of the ExpertG who has authorised the contents of that part of the Securities NoteG .
         
        4.2 Dilution

        Information relating to dilution including:

        (a) the amount and percentage of immediate dilution resulting from the offer; and

        (b) in the case of a offer to existing equity holders, the amount and percentage of immediate dilution if they do not subscribe to the new offer.
             
        4.3 Takeovers
        Information relating to any TakeoversG including:

        (a) the existence of any mandatory TakeoverG bids and/or squeeze-out, sellout, or poison pill requirements in relation to the SecuritiesG ; and

        (b) any public TakeoverG bids by third parties in respect of the Issuer'sG equity, which have occurred during the last financial year and the current financial year, including the price or exchange terms attaching to such offers and the outcome thereof.
             
        4.4 Investments by controllers and any lock-up arrangements

        (a) Information, if available to the issuer, whether:

        (i) DirectorsG , controllers or the senior management of the issuer intends to subscribe to the offer; and

        (ii) any other PersonG intends to subscribe for more than 5% cent of the offer.

        (b) The details of any lock-up arrangements relating to PersonsG exercising senior management functions of the issuer, including the PersonsG subject to such lock-up and the procedures involved and the period of the lock up.

        (c) Information about whether there is or could be a material disparity between the price of the SecuritiesG offered pursuant to the offer and the effective cash cost to DirectorsG and the senior management of the issuer (Related PersonsG ) of the SecuritiesG acquired by such PersonsG in transactions during the past year or which such PersonsG have the right to acquire, and if so, a comparison of the cost to the public and Related PersonsG in their acquisition of SecuritiesG .
             
        5 ADMISSION TO TRADING
        5.1 (a) The proposed dates for:

        (i) admission to an Official List of SecuritiesG ; and

        (ii) admission to trading on an Authorised Market InstitutionG ;

        (iii) admission to listing or trading by a Financial Service RegulatorG or Regulated ExchangeG ; and

        (iv) any other such comparable event in respect of the SecuritiesG .
          (b) The actual dates on which:

        (i) the SecuritiesG were admitted to an Official List of SecuritiesG ;

        (ii) the SecuritiesG were admitted to trading on an Authorised Market InstitutionG ;

        (iii) the SecuritiesG were listed or admitted to trading by a Financial Services RegulatorG or Regulated ExchangeG ; and

        (iv) any other such comparable event took place in respect of the SecuritiesG .
          (c) An estimate of the total expenses related to the admission to trading        
        6 INFORMATION RELATING TO CERTAIN CLASSES OF SECURITIES
        6.1 Certificates and structured products

        Information about:

        (a) the legislation under which the CertificatesG or Structured ProductsG and the underlying SecuritiesG or assets have been created and of the courts of competent jurisdiction in the event of litigation including details of the consequences in event of default occurring in respect of the underlying SecuritiesG ;

        (b) in the case of Structured ProductsG , a statement setting out the type of the underlying factors to which the Structured ProductG is referenced and details of where information on the underlying factor can be obtained;

        (c) whether it is possible to obtain a conversion of the CertificatesG or Structured ProductsG into the underlying SecuritiesG or assets, and if so, the procedure for such conversion, and commission and costs involved with such a conversion;

        (d) the provisions relating to the rights attaching and benefits attaching to the underlying SecuritiesG , including:

        (i) any voting rights and the conditions on which the issuer of the CertificatesG or Structured ProductsG may exercise the voting rights and measures envisaged to obtain the instructions of the CertificateG or Structured ProductG holders; and

        (ii) any right to participate in profits and any liquidation surplus;

        (e) the names and addresses of the paying agents and trustees and fiscal agents in relation to the creation of the CertificateG or Structured ProductG ;

        (f) the amount of the commissions and costs to be borne by the CertificateG or Structured ProductG holders in connection with the payment of coupons or other income and the creation of additional certificates;

        (g) the name and credit rating of the ultimate underwriter or obligor(s) against whom the SecurityG holder faces credit risk in relation to the CertificateG or Structured ProductG ;

        (h) a description of the tax arrangements with regard to any taxes and charges to be borne by the CertificateG or Structured ProductG holders and levied in the jurisdictions where the CertificatesG or Structured ProductsG are issued;

        (i) a statement confirming that under the laws governing the issuer's activities the underlying SecuritiesG or assets would not form part of the Issuer'sG assets in the event of bankruptcy or insolvency of the issuer and that there is no credit risk to the IssuerG attaching to the Certificates or Structured ProductsG ; and

        (j) the names of banks with which the main accounts relating to the underlying SecuritiesG or assets are held.
               
        7 ASSET BACKED SECURITIES
        7.1 If the SecuritiesG or the underlying SecuritiesG are asset backed, describe all the material attributes of the asset backed SecuritiesG , including:

        (a) information about the assets backing the SecuritiesG including:

        (i) where the assets are equity SecuritiesG that are admitted to trading on an exchange, a description of the SecuritiesG , a description of the market in which the SecuritiesG are traded and the frequency with which prices of the relevant SecuritiesG are published;

        (ii) where the assets contain a material proportion of equity SecuritiesG that are not traded on exchange, a description of the equity SecuritiesG including the type of information required to be disclosed in a ProspectusG if the equity SecuritiesG where SharesG ;

        (iii) where the assets comprise obligations that are not traded on an exchange, a description of the principal terms and conditions of the obligations;

        (iv) where a material proportion of the assets are secured on or backed by real properly, a valuation report relating to the property setting out both the valuation of the property and cash flow/income stream;

        (v) where the assets backing the SecurityG are part of an actively managed pool of assets, the parameters within which investments can be made, details of the entity responsible for such management, terms of such entity's appointment, termination of appointment, and a description its relationship with any other parties to the issue of the Securities; and

        (vi) any rights to substitute the assets and a description of the manner in which and the type of assets which may be so substituted, and, if there is any capacity to substitute assets with a different class or quality of assets, a statement to that effect together with a description of the impact of such substitution;

        (b) information about the structure of the transaction and the rate of return including:

        (i) a description of the structure of the transaction;

        (ii) details of the entities participating in the issue and description of the functions to be performed by them;

        (iii) a description of the method and date of the sale, transfer, novation or assignment of the assets or of any rights and/or obligations in the assets to the issuer or, where applicable, the manner and time period in which the proceeds from the issue will be fully invested by the issuer;

        (iv) the rate of interest or stipulated yield and any premium;

        (v) the date of repayment of the principal capital and return on that capital;

        (vi) how the cash flow from the assets will meet the issuer's obligations to holders of the SecuritiesG and how payments are collected in respect of the assets; and

        (vii) where the return on, and or repayment of the SecurityG is linked to the performance or credit of other assets which are not assets of the issuer, information as set out in paragraph (a) regarding the assets backing the SecurityG , if necessary;

        (c) information about the obligors including:

        (i) where there is a large number of obligors, a general description of the obligors; and

        (ii) where there are only a small number of obligors, a description of each obligor;

        (d) information about:

        (i) the terms and conditions for the issuance of any additional SecuritiesG or any restrictions on the issuance of additional SecuritiesG ; and

        (ii) where the issuer proposes to issue further SecuritiesG backed by the same assets, a prominent statement to that effect, and unless those further SecuritiesG are fungible with, or are subordinated to, those classes of existing debt, a description of how the holders of that class SecuritiesG will be informed;

        (e) the nature, order and priority of the entitlements of holders of the SecuritiesG ;

        (f) details of arrangements or other matters that may impact repayment of the principal capital or return on that capital to the holders of the SecuritiesG , including:

        (i) a description of any relevant insurance policies relating to the assets backing the SecuritiesG ;

        (ii) a global overview of the parties to the arrangement in the securitisation programme including information on the direct or indirect ownership of control between those parties;

        (iii) if a relationship exists that is material to the issue of the SecuritiesG between the IssuerG , guarantor and the obligor and details of the principal terms of that relationship;

        (iv) if the assets backing the SecuritiesG include loans and credit agreements, the principal lending criteria and an indication of any loans which do not meet these criteria and any rights or obligations to make further advances;

        (v) an indication of significant representations and collaterals given to the issuer relating to the assets;

        (vi) information on any credit enhancements, an indication of where material potential liquidity shortfalls may occur and the availability of any liquidity supports and indication of provisions designed to cover interest/principal shortfalls;

        (vii) name and addresses and a brief description of any swap counterparties and other providers of other material forms of credit/liquidity enhancement;

        (viii) details of any subordinated debt finance; and

        (ix) an indication of any investment parameters for the investment of temporary liquidity surpluses and description of the parties responsible for such investment;

        (g) statements by the issuer confirming that the assets backing the SecurityG have characteristics that demonstrate capacity to produce funds to service any payments due and payable of the SecuritiesG ; and

        (h) a statement whether or not post issuance transaction information regarding the SecuritiesG to be admitted and the performance of the underlying assets will be reported. If it is to be reported, disclosure of where such information will be reported, where such information can be obtained, and the frequency with which such information will be reported.
             
        Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
        [Amended] DFSA RM120/2013 (Made 13th June 2013). [VER4/07-13]
        [Amended] DFSA RM171/2016 (Made 10th February 2016). [VER8/04-16]