Entire Section

  • CIR 14.6 CIR 14.6 Responsibility for Prospectus

    • Prescribed Persons

      • CIR 14.6.1

        (1) For the purposes of Article 58(1) of the Law, the following Persons are prescribed as being responsible for a Prospectus:
        (a) the Fund Manager;
        (b) where the Fund is a Body Corporate which does not have a sole Corporate Director acting as its Fund Manager, each Person who is a Director of that Body Corporate at the time when the Prospectus is filed;
        (c) where the Fund is an Investment Undertaking, each Person who is authorised to be named, and is named, in the Prospectus as a Director, General Partner or member of the Governing Body or as having agreed to become such a Person of that Fund either immediately or at a future time;
        (d) each Person who accepts, and is stated in the Prospectus as accepting, responsibility for, or for any part of, the Prospectus;
        (e) each Person who is deemed to accept responsibility for any part of a Prospectus under these Rules; and
        (f) each Person not falling within any of the foregoing paragraphs who has authorised the contents of, or of any part of, the Prospectus.
        (2) A Person who has accepted responsibility for, or authorised, only part of the contents of any Prospectus, is responsible only for that part and only if it is included in, or substantially in, the form and context to which he has agreed.
        (3) Nothing in (1) makes a Person responsible for any part of a Prospectus by reason only of giving advice as to its contents in a professional capacity to a Person specified in (1)(a) to (f).
        Derived from RM72/2010 (Made 11th July 2010). [VER13/07-10]
        [Amended] DFSA RM218/2018 (Made 22nd February 2018). [VER23/12-18]

    • Exceptions from Liability

      • CIR 14.6.2

        The circumstances set out in the Rules in this section are prescribed for the purposes of Article 58(2) of the Law.

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

      • CIR 14.6.3

        (1) A Person, with the exception of the Fund Manager, will not incur any liability under Article 58(1) of the Law for any loss in respect of Units caused by any such statement or omission if, at the time when the Prospectus was filed for registration or the notification to the DFSA, pursuant to Articles 28 or 34 as is relevant, was made or given he believed on reasonable grounds, having made any enquiries as were reasonable, that the statement was true and not misleading or that the matter whose omission caused the loss was properly omitted and:
        (a) he continued in that belief until the time when the Units were acquired;
        (b) they were acquired before it was reasonably practicable to bring a correction to the attention of Persons likely to acquire the Units in question;
        (c) before the Units were acquired he had taken all such steps as it was reasonable for him to have taken to ensure that a correction was promptly brought to the attention of Persons likely to acquire the Units in question; or
        (d) the Units were acquired after such a lapse of time that he ought in the circumstances to be reasonably excused.
        (2) A Person will not incur any liability under Article 58(1) of the Law for any loss in respect of Units caused by a statement purporting to be made by or on the authority of another Person as an expert which is, and is stated to be, included in the Prospectus with that other Person's consent at the time when the Prospectus was filed for registration or the notification to the DFSA pursuant to Article 56 was given, if he believed on reasonable grounds that the other Person was competent to make or authorise the statement and had consented to its inclusion in the form and context in which it was included and:
        (a) he continued in that belief until the time when the Units were acquired;
        (b) they were acquired before it was reasonably practicable to bring the fact that the expert was not competent or had not consented to the attention of Persons likely to acquire the Units in question;
        (c) before the Units were acquired he had taken all such steps as it was reasonable for him to have taken to secure that that fact was promptly brought to the attention of Persons likely to acquire the Units in question; or
        (d) the Units were acquired after such a lapse of time that, in the circumstances, he ought reasonably to be excused.
        (3) Without prejudice to (1) and (2), a Person will not incur any liability under Article 58(1) of the Law for any loss in respect of any Units caused by any such statement or omission as is there mentioned if:
        (a) before the Units were acquired a correction or, where the statement was such as is mentioned in (2), the fact that the expert was not competent or had not consented had been published in a manner calculated to bring it to the attention of Persons likely to acquire the Units in question; or
        (b) he took all such steps as it was reasonable for him to take to secure such publication and believed on reasonable grounds that such publication had taken place before the Units were acquired.
        (4) A Person will not incur any liability under Article 58(1) of the Law for any loss resulting from a statement made by an official Person or contained in a public official document which is included in the Prospectus if the statement is accurately and fairly reproduced.
        (5) A Person will not incur any liability under Article 58(1) of the Law if the Person suffering the loss acquired the Units in question with knowledge:
        (a) that the statement was false or misleading;
        (b) of the omitted matter or of the change; or
        (c) of the new matter or inaccuracy.
        Derived from RM72/2010 (Made 11th July 2010). [VER13/07-10]

    • Experts

      • CIR 14.6.4

        For the purposes of Article 58 of the Law, an expert is prescribed as a Person accepting responsibility for any statement or report reproduced (in whole or in part) in a Prospectus with that Person's written consent.

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

      • CIR 14.6.5

        A Fund Manager must:

        (a) keep a record of any consent received under CIR Rule 14.5.4; and
        (b) include a statement in the Prospectus that the expert has consented to the reproduction of his statement or report.
        Derived from RM72/2010 (Made 11th July 2010). [VER13/07-10]