Entire Section

  • CIR 4 CIR 4 Excluded Offers

    • CIR 4.1 CIR 4.1 Excluded Transactions and Offers

      • CIR 4.1.1

        Pursuant to Article 50(2) of the Law, the activities specified in Rules CIR 4.1.2, CIR 4.1.3, CIR 4.1.4 and CIR 4.1.5 are hereby prescribed as not constituting an Offer for the purposes of the Law and the Rules.

        Derived from RM72/2010 (Made 11th July 2010). [VER13/07-10]
        [Amended] RM235/2019 (Made 20th February 2019). [VER24/02-19]

      • CIR 4.1.2 CIR 4.1.2

        A Person does not make an Offer of a Unit by offering to sell or transfer a Unit that is owned by that Person if the offer to sell or transfer:

        (a) is capable of acceptance only by the Person to whom that offer is made; and
        (b) is not made by way of a financial promotion as defined in Article 19(3) of the Law.
        Derived from RM72/2010 (Made 11th July 2010). [VER13/07-10]

        • CIR 4.1.2 Guidance

          While a Person who makes personal offers of the kind referred to in CIR Rule 4.1.2 does not attract the Prospectus disclosure obligations in CIR Part 7 of the CIR module, if that Person frequently sells Units held by him, he would be likely to be 'Dealing in Investments as Principal'. As a result, such a Person would need to be licensed. Similarly, a Person who obtains Units for the purposes of secondary sales would be likely to be regarded as making those sales "by way of business" and would thus trigger the need to be licensed.

          Derived from RM72/2010 (Made 11th July 2010). [VER13/07-10]

      • CIR 4.1.3

        (1) A Person does not make an Offer of a Unit if that Person is an Authorised Firm and it undertakes a Transaction in relation to a Unit of a Fund if the Transaction is:
        (a) an Execution-Only Transaction undertaken for or on behalf of a Client;
        (b) a trade executed for or on behalf of a Client in accordance with a Discretionary Portfolio Management Agreement entered into with that Client; or
        (c) effected with the Fund Manager of a Fund for the purposes of redeeming a Unit of that Fund for or on behalf of a Client.
        Derived from RM72/2010 (Made 11th July 2010). [VER13/07-10]

      • CIR 4.1.4

        A Person does not make an Offer of a Unit if that Person is an Authorised Firm and the Offer is made only to, or directed only at, a Market Counterparty.

        Derived from RM72/2010 (Made 11th July 2010). [VER13/07-10]

      • CIR 4.1.5

        A Person does not make an Offer of a Unit if:

        (a) the Unit is of a Passported Fund;
        (b) the DIFC is a Host Jurisdiction in relation to the Passported Fund;
        (c) the Person making the Offer is the Fund Manager of the Fund, its Agent or another Licensed Person; and
        (d) the Offer is made in accordance with the offer requirements in the Home Jurisdiction of the Fund, including relevant Fund Protocol rules or regulations.
        Derived from RM235/2019 (Made 20th February 2019). [VER24/02-19]