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  • MKT 6.3 MKT 6.3 Prospectus Requirements Relating to a Listed Fund

    • MKT 6.3 Guidance

      1. The Prospectus requirements including content and structure in chapter 2 of this module do not apply to Prospectuses relating to Units of Funds. Prospectus requirements that apply to Offer of Units of Funds are found in the Collective Investment Law 2010 and the CIR module. See Article 10(1) of the Law which disapplies chapter 2 of this module to Fund Prospectuses.
      2. However, under Article 14(1)(b) of the Law, a Prospectus is required for the purposes of admitting any Securities, including Units, to trading on an Authorised Market Institution, or for admitting Security Tokens to an Alternative Trading System. The Rules in this MKT section 6.3 are designed to enable a Person seeking to have Units of a Fund admitted to trading on an Authorised Market Institution or, where the Units are Security Tokens, to an Alternative Trading System, to be able to use a Prospectus prepared in accordance with the requirements in the Collective Investment Law 2010 and the Rules in the CIR module if it is a Domestic Fund. In the case of Foreign Funds, the offer documents prepared in accordance with the requirements in a foreign jurisdiction will be acceptable in the circumstances prescribed in this section.
      Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
      [Added] DFSA RMI313/2021 (Made 30th June 2021). [VER18/10-21]

    • MKT 6.3.1

      (1) A Person intending to have Units admitted to trading on an Authorised Market Institution or on an Alternative Trading System (where the Units are Security Tokens) 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 relating to the Fund ("Fund Prospectus") which:
      (i) complies with, in the case of a Domestic Fund, the requirements in the Collective Investment Law 2010 and CIR that apply to a Public Fund, and, where that Fund is also an Islamic Fund, the additional requirements in IFR chapter 6;
      (ii) is prepared, in the case of a Foreign Fund, in accordance with the requirements in MKT Rule 6.3.3; and
      (iii) contains, unless it is an Islamic Listed Fund, a prominent disclaimer in bold, on the front page of the Prospectus, as follows:
      "The DFSA does not accept 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 Prospectus lies with the Issuer of the Prospectus and other Persons, such as Experts, whose opinions are included in the Prospectus with their consent. The DFSA has also not assessed the suitability of the Securities to which the Prospectus relates to any particular investor or type of investor. If you do not understand the contents of this Prospectus or are unsure whether the Securities to which the Prospectus relates are suitable for your individual investment objectives and circumstances, you should consult an authorised financial advisor."
      (c) where subsequent drafts or versions of the Fund Prospectus are submitted, a marked up version showing changes from the previous version submitted to the DFSA;
      (d) if information is incorporated in the Fund Prospectus by reference to another document, a copy of that other document;
      (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 document referred to in (b) 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 before the intended date on which the applicant expects the Prospectus to be approved; and
      (c) in the case of a Supplementary Prospectus, as soon as is reasonably possible.
      (3) In the case of a Supplementary Prospectus, the application for approval must:
      (a) be made using the appropriate form set out in the AFN module;
      (b) accompanied by the relevant fee prescribed in the FER module; and
      (c) include:
      (i) in the case of a Domestic Fund, a Supplementary Prospectus which meets the requirements in the Collective Investment Law 2010 and the CIR Rules, and where that Fund is an Islamic Fund, the additional requirements in IFR; and
      (ii) in the case of a Foreign Fund, a document which meets the equivalent requirements applicable in the jurisdiction in which the Fund is established or domiciled.
      (4) In the case of a Passported Fund, the following disclaimer must be used instead of the disclaimer specified in (1)(b)(iii):
       
      "This is an Approved Prospectus for the purposes of admitting Securities, including units, to trading on an Authorised Market Institution in the Dubai International Financial Centre.
       
      Notwithstanding that the DFSA has approved the prospectus, the DFSA does not accept 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 Prospectus lies with the Issuer of the Prospectus and other Persons, such as Experts, whose opinions are included in the Prospectus with their consent.
       
      No other regulatory authority in the UAE has any responsibility for reviewing or verifying this prospectus or any other documents in connection with the promotion of this fund. Accordingly, no such authority in the UAE has approved this prospectus or any other associated documents, nor taken any steps to verify the information set out herein, and therefore no regulatory authority in the UAE has any responsibility for the same.
       
      This Passported Fund is a Public Fund and, accordingly, the units thereof may be promoted, including by means of a public offer of the units for public subscription, to persons in [insert relevant Host Jurisdiction(s)].
       
      The DFSA has also not assessed the suitability of the Securities to which the Prospectus relates to any particular investor or type of investor. If you do not understand the contents of this Prospectus or are unsure whether the Securities to which the Prospectus relates are suitable for your individual investment objectives and circumstances, you should consult an authorised financial advisor."
      Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
      [Amended] DFSA RM120/2013 (Made 14th July 2013). [VER4/07-13]
      [Amended] DFSA RM219/2018 (Made 22nd February 2018). [VER13/12-18]
      [Amended] DFSA RM238/2019 (Made 20th February 2019). [VER14/02-19]
      [Added] DFSA RMI313/2021 (Made 30th June 2021). [VER18/10-21]

    • Approval of a Prospectus

      • MKT 6.3.2 MKT 6.3.2

        (1) The DFSA will approve a Fund Prospectus which has been filed with the DFSA in accordance with Rule 6.3.1 as soon as reasonably practicable where it is satisfied that the Prospectus complies with all the requirements applicable to that Prospectus.
        (2) A Fund Prospectus is not an Approved Prospectus for the purposes of Article 14(2) of the Law unless the DFSA has issued to the applicant a notice stating its approval:
        (a) of the Prospectus or 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 under this Rule not to approve a Fund Prospectus.
        (4) If the DFSA decides to exercise its power not to approve a Fund 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 RM134/2014 (Made 21st August 2014). [VER5/06-14]

        • MKT 6.3.2 Guidance

          1. A Person intending to apply to the DFSA for approval of a Fund Prospectus pursuant to Rule 6.3.1 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 approval of a Fund 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 Fund 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]

      • MKT 6.3.3

        (1) For the purposes of MKT Rule 6.3.1(b)(ii), the offer document relating to the Foreign Fund must comply with the requirements:
        (a) relating to a Designated Fund in a Recognised Jurisdiction; or
        (b) in a jurisdiction which provides a level of regulation relating to the offer which is acceptable to the DFSA.
        (2) The DFSA may accept an offer document referred to in (1)(b) subject to such conditions or restrictions imposed by the DFSA as it sees fit.
        (3) Where an offer document referred to in (1) relates to a Security Token it must also contain additional information equivalent to that specified in MKT App 7.
        (4) Where the offer document referred to in (1) is not in the English language, it must be accompanied by an English translation acceptable to the DFSA.
        (5) The procedures in Schedule 3 to the Regulatory Law apply to a decision of the DFSA under this Rule to impose conditions or restrictions.
        (6) If the DFSA decides to exercise its power under this Rule to impose conditions or restrictions, the applicant may refer the matter to the FMT for review.
        Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
        [Amended] DFSA RM134/2014 (Made 21st August 2014). [VER5/06-14]
        [Amended] DFSA RMI313/2021 (Made 30th June 2021). [VER18/10-21]

    • Publication of a Prospectus

      • MKT 6.3.4

        A Fund Prospectus approved by the DFSA pursuant to Rule 6.3.1 must:

        (a) be filed with the Authorised Market Institution on which the Units are to be admitted to trading as soon as possible after the DFSA has granted its approval; and
        (b) be published in accordance with the requirements in section 6.10.
        Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
        [Amended] DFSA RM171/2016 (Made 10th February 2016). [VER8/04-16]

    • Exempt Offers in Respect of Units

      • MKT 6.3.5

        The prohibition in Article 14(1)(b) of the Law does not apply, subject to the requirement in Rules 6.3.6, to the admission to trading on an Authorised Market Institution of:

        (a) Units representing, over a period of 12 months, less than 10 per cent of the number of Units of the same class al admitted to trading on the same Authorised Market Institution;
        (b) Units issued in substitution for Units of the same class al admitted to trading on the same Authorised Market Institution, if the issue of Units does not involve any increase in the issued capital;
        (c) Units offered, allotted or to be allotted to existing Unitholders free of charge, or in respect of dividends paid out in the form of Units of the same class as the Units in respect of which the dividends are paid, if:
        (i) the Units are of the same class as the Units al admitted to trading on the same Authorised Market Institution; and
        (ii) a document is made available containing information on the number and nature of the Units and the reasons for and details of the offer; or
        (d) Units al admitted to trading on another Authorised Market Institution or Regulated Exchange (the "other market"), where:
        (i) the Units of the same class have been admitted to trading and continuously traded on the other market for more than 18 months;
        (ii) the ongoing obligations for trading on that other market have been complied with; and
        (iii) there is a summary document in the English language approved by the DFSA and published:
        (A) containing the Key Information required under Rule 2.5.2(1)(b);
        (B) stating where the most recent and current Prospectus, if any, can be obtained; and
        (C) specifying where the financial information published by the Issuer pursuant to its ongoing disclosure obligations of the other market is available.
        Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
        [Amended] DFSA RM120/2013 (Made 14th July 2013). [VER4/07-13]

      • MKT 6.3.6

        (1) All Units in a class of Securities other than those specified in (2) that are admitted to trading, including those specified under MKT Rule 6.3.5, must be traded on an Authorised Market Institution or a Regulated Exchange.
        (2) All Units in a class of Securities admitted to trading that are Security Tokens, including those specified under MKT Rule 6.3.5, must be traded on an Alternative Trading System, an Authorised Market Institution or a Regulated Exchange.
        Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
        [Added] DFSA RMI313/2021 (Made 30th June 2021). [VER18/10-21]

    • Financial Promotions

      • MKT 6.3.7

        The Reporting Entity of a Listed Fund must ensure that any financial promotions relating to the Units of the Fund comply with the requirements relating to financial promotions:

        (a) in the case of a Domestic Fund, those in the Collective Investment Law 2010 and the CIR Rules; and
        (b) in the case of a Foreign Fund, the equivalent requirements applicable to the Fund in the jurisdiction of its domicile or establishment.
        Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]