MKT 2.5 MKT 2.5 Prospectus Structure and Content
MKT 2.5 Guidance
Where the term "
Prospectus Offer" is used in this section in reference to a Person, such a Personis either making an Offer of Securities to the Publicor seeking to have Securitiesadmitted to trading on an Authorised Market Institution(see the definition of the term " Prospectus Offer" in Article 14(4)(a) of the Law).
MKT 2.5.1(1) A
Personmaking a Prospectus Offermay, subject to section 2.9, produce a Prospectusstructured either as:(a) multiple documents comprising:(i) a Summary;(ii) a Registration Statement; and(iii) a Securities Note; or(b) a single document containing a Summaryand all the information required to be included in the Registration Statementand Securities Note.(2) For the purposes of Article 15(2) of the Law, the Prospectusmust:(a) present information in a form which is comprehensible and easy to analyse;(b) contain the documents and information specified in (1)(a) or (b) as are applicable; and(c) in the case of an Offer of, have an application form that meets the requirement in Rule 2.5.6. Securitiesto the Public(3) Without prejudice to the general disclosure required under Article 15 of the Law, the Personproducing the Prospectusmust ensure that the Prospectuscontains:(a) the statements and information required to be included in the Summary, as prescribed in Rule 2.5.2;(b) all the information relating to the Issuer, as required to be included in a Registration Statementas set out in App1 section A1.1;(c) all the information relating to the Securities, as required to be included in a Securities Noteas set out in App1 section A1.2; and(d) a prominent disclaimer in bold, on the front page of the Prospectus, as follows:
DFSAdoes not accept any responsibility for the content of the information included in the Prospectus, including the accuracy or completeness of such information. The liability for the content of the Prospectuslies with the Issuerof the Prospectusand other Persons, such as Experts, whose opinions are included in the Prospectuswith their consent. The DFSAhas also not assessed the suitability of the Securitiesto which the Prospectusrelates to any particular investor or type of investor. If you do not understand the contents of this Prospectusor are unsure whether the Securitiesto which the Prospectusrelates are suitable for your individual investment objectives and circumstances, you should consult an authorised financial advisor."
MKT 2.5.2 MKT 2.5.2(1) The
Personproducing the Prospectusmust, subject to (2), ensure that the Summaryis at or near the beginning of the Prospectusand sets out in a clear, concise and easy to understand manner:(a) statements that:(i) the Summaryshould be read as an introduction to the Prospectusand any decision to invest in the Securitiesshould be based on consideration of the Prospectusas a whole; and(ii) civil liability may arise on the basis of the Summarybut only if the Summaryis misleading, inaccurate or inconsistent, when read in conjunction with the other parts of the Prospectus, or fails to provide the Key Informationspecified in (b); and(b) the Key Informationrelating to:(i) the risks associated with and essential characteristics of the Issuer, and guarantor if any, of the Securities, including their assets, liabilities and financial position;(ii) the risks associated with and essential characteristics of the relevant Securities including rights attaching to those Securities;(iii) general terms of the offer, including estimated expenses charged to the investor;(iv) whether the Securitiesare to be admitted to trading and if so, the details relating to such admission;(v) reasons for the offer and the proposed use of the proceeds; and(vi) if applicable, matters specified in Rule 2.5.5.(2) A Prospectusis not required to contain a Summaryif it relates to a Debentureor a Warrantor Certificateover a Debenturethat has a denomination of at least US$100,000 and the Prospectusis for the purposes of such Securitiesbeing admitted to trading on an Authorised Market Institution.
MKT 2.5.2 Guidance
Under Rule 2.8.1(3), a
Summaryis prohibited from incorporating information by reference.
MKT 2.5.3 MKT 2.5.3
Personmaking a Prospectus Offermay use the same Registration Statementin respect of more than one Prospectus Offerprovided that:(a) the Registration Statementincludes the most recent set of audited financial statements available in respect of the Issuer;(b) those financial statements referred to in (a) relate to a period ending not more than 12 months prior to the relevant offer; and(c) since the date of the Registration Statement, the Reporting Entityfiling the Prospectushas complied with its market disclosure obligations in section 4.6 relating to the category of Securitiesto which the Prospectusrelates.
MKT 2.5.3 Guidance
Personuses the same Registration Statementto make Prospectus Offersrelating to different types of Securities, such a Personshould ensure, in addition to the Securities Notecontaining all the information relevant to the particular type of Securities, that the Registration Statementis also appropriate for each type of Securitycovered in the relevant Securities Note.
Personhas used the same Registration Statementfor making multiple Prospectus Offers:(a) both a Summaryand Securities Notemust be produced relating to each ProspectusOffer made using that Registration Statement; and(b) the Summary, Registration Statementand Securities Notemust each comply with the approval requirements specified in section 2.6.
MKT 2.5.5 MKT 2.5.5
Prospectuscontains a Registration Statementproduced prior to the date of the Summaryand the Securities Note, the Personproducing the Prospectusmust ensure that both the Summaryand the Securities Note:(a) state the date of preparation of the Registration Statement; and(b) update any disclosure in the Registration Statementto the extent necessary in order to comply with these Rulesby setting out on the front page of the Securities Note:(i) if relevant, the website at which any subsequent disclosure is made available; and(ii) an address at which the full text of any such disclosures is made available free of charge.
MKT 2.5.5 Guidance1. The above provisions are designed to provide flexibility so that
Personsmaking Prospectus Offerscan make multiple offers using the same Registration Statement. However, care should be taken to ensure that the Registrations Statementand the Securities Notetogether provide all the information required to be contained in a Prospectuspursuant to Article 15(1) of the Law and the Rules.2. There are additional disclosure requirements applicable to Islamic Securities contained in the IFR module.3. Where the term "Prospectus Offer" is used in this section reference to a Person, such a Personis either making an Offer of Securities to the Publicor seeking to have Securitiesadmitted to trading on an Authorised Market Institution(see the definition in Article 14(4)(a) of the Law).
Personmaking an Offer of Securities to the Publicmust ensure that:(a) an application form for the issue or sale of the Securitieswhich are the subject of the Prospectus Offeris not provided to any Personunless it is included in or accompanied by the relevant Prospectus; and(b) only applications in the form included or attached to the Prospectusare accepted.
Requirements Relating to Offers of Securities from the DIFC
Personwho makes an Offer of Securities to the Publicfrom the DIFCmust:(a) notify the DFSAin writing at the timing of filing the Prospectusof any non-DIFC jurisdiction into which the offer is to be made; and(b) comply with any initial and ongoing obligations that are applicable in the jurisdiction in (a) in relation to the offer.