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Dubai Financial Services Authority (DFSA): Contents

Dubai Financial Services Authority (DFSA)
Laws
Recognised Jurisdictions and Funds
Declaration Notices
Financial Markets Tribunal
Archive
Rulebook Modules
Markets Rules (MKT) [VER15/07-19]
Sourcebook Modules
Consultation Papers
Policy Statements
DFSA Codes of Practice
Amendments to Legislation
Media Releases
Notices

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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 Person intending to make a Prospectus Offer ("the applicant") must, subject to (2), (3) and (4), submit to the DFSA:
        (a) a completed application using the appropriate form set out in AFN and the relevant fee prescribed in FER;
        (b) a Prospectus that meets the requirements in section 2.5;
        (c) a statement identifying where in the Prospectus the information required in the relevant paragraphs of App1 has been included and, where subsequent drafts or versions of the Prospectus are submitted, a marked-up version showing the changes from the previous version submitted to the DFSA;
        (d) if information is incorporated in the Prospectus by reference to another document, a copy of the information;
        (e) the identity of the Person who is or intends to be the Reporting Entity;
        (f) contact details of two individuals who are sufficiently knowledgeable about the content of the Prospectus to be able to answer queries of the DFSA during business hours; and
        (g) any other information that the DFSA may require.
        (2) The application in (1) must be submitted to the DFSA:
        (a) in the case of an applicant who has not made a previous Prospectus Offer, at least 20 business days prior to the intended date on which the applicant expects the Prospectus to be approved;
        (b) in other cases, at least 10 business days prior to the date on which the applicant expects the Prospectus to be approved; and
        (c) in the case of a Supplementary Prospectus, as soon as reasonably possible.
        (3) If the Prospectus 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 Prospectus, 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 DFSA will only approve a Prospectus which has been filed with the DFSA in accordance with Rule 2.6.1 as soon as reasonably practicable where:
        (a) it is satisfied that:
        (i) the Prospectus meets all the applicable requirements in the Law and the Rules; and
        (ii) the Board of the Undertaking whose Securities 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 Prospectus filed with the DFSA is not an Approved Prospectus for the purposes of Article 14(2) unless the DFSA has issued to the applicant a notice stating its approval:
        (a) of the Prospectus or the Supplementary Prospectus as the case may be; and
        (b) in the case of a Prospectus 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 DFSA not to approve a Prospectus under this Rule.
        (4) If the DFSA decides to exercise its power not to approve a Prospectus under this Rule, the applicant may refer the matter to the FMT 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 Person intending to apply to the DFSA for approval of a Prospectus pursuant to Rule 2.6.1(1) should consider submitting a draft Prospectus for preliminary review by the DFSA prior to formally submitting the Prospectus for DFSA approval. See the RPP Sourcebook for procedures for applying for DFSA approval.
          2. The formal approval of a Prospectus by the DFSA will not prevent the use by the DFSA 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 DFSA becomes aware, after the approval of the Prospectus, that it contains any misleading or deceptive information, or it breaches the Prospectus provisions in other respects, the DFSA 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 Prospectus has been approved by the DFSA, 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 Offer.
        (2) An Approved Prospectus is deemed to be made available to the public for the purposes of (1) when such a Prospectus 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 Person making the Prospectus Offer;
        (ii) any Authorised Firm appointed by the Person in (a) to act as the placement or selling agent in respect of the offer; or
        (iii) if applicable, the relevant Authorised Market Institution on which the Securities are to be traded; or
        (b) in an electronic form on the website of any one or more Persons referred to in (a).
        (3) The content and format of the Prospectus made available to the public in accordance with (2) must at all times be identical to the version approved by the DFSA.
        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 Securities to which a Prospectus relates must not be offered for subscription or sale under an Approved Prospectus unless that Prospectus is a current Prospectus.
        (2) For the purposes of (1), an Approved Prospectus is current only for a period of 12 months from the date on which that Prospectus has been approved by the DFSA 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 Public in reliance on an Approved Prospectus which has been produced by the Issuer in accordance with Rules 2.6.1 and 2.6.2 only in circumstances where:
        (a) the Prospectus is a current Prospectus and meets all the relevant requirements relating to a Prospectus as specified in Part 2 of the Law and the Rules in this chapter;
        (b) the financial intermediary has undertaken such due diligence and care as is reasonable for such a Person to undertake for the purposes of ensuring that the Prospectus meets the requirements in (a); and
        (c) the Issuer has given its prior written consent for the use of the Prospectus by the financial intermediary and that consent has been filed with the DFSA and has not been withdrawn.
        (2) Both the financial intermediary and the Issuer of the Securities incur civil liability pursuant to Article 24 of the Law for a Prospectus referred to in (1).
        (3) For the purposes of this Rule, a "financial intermediary" is an Authorised Firm or a Person 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 Prospectus 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 Prospectus.
          2. The financial intermediary and the Issuer 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 Person for a breach of the requirements relating to the applicable Prospectus requirements.
          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
          [Amended] DFSA RM120/2013 (Made 14th July 2013). [VER4/07-13]