Entire Section
MKT 6.3 MKT 6.3 Prospectus Requirements Relating to a Listed Fund
MKT 6.3 Guidance
1. TheProspectus requirements including content and structure in chapter 2 of this module do not apply toProspectus es relating toUnits ofFunds .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 toFund Prospectuses .2. However, under Article 14(1)(b) of the Law, aProspectus is required for the purposes of admitting anySecurities , includingUnits , to trading on anAuthorised Market Institution , or for admitting Security Tokens to an Alternative Trading System. The Rules in this MKT section 6.3 are designed to enable aPerson seeking to haveUnits of aFund admitted to trading on anAuthorised Market Institution or, where the Units are Security Tokens, to an Alternative Trading System, to be able to use aProspectus prepared in accordance with the requirements in the Collective Investment Law 2010 and the Rules in the CIR module if it is aDomestic Fund . In the case ofForeign 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) APerson intending to haveUnits admitted to trading on anAuthorised Market Institution or on an Alternative Trading System (where the Units are Security Tokens) must, subject to (2), (3) and (4), submit to theDFSA :(a) a completed application using the appropriate form set out in AFN and the relevant fee prescribed in FER;(b) aProspectus relating to the Fund ("Fund Prospectus") which:(i) complies with, in the case of aDomestic Fund , the requirements in the Collective Investment Law 2010 and CIR that apply to aPublic Fund , and, where thatFund is also an Islamic Fund, the additional requirements in IFR chapter 6;(ii) is prepared, in the case of aForeign Fund , in accordance with the requirements in MKT Rule 6.3.3; and(iii) contains, unless it is anIslamic Listed Fund , a prominent disclaimer in bold, on the front page of theProspectus , as follows:"The
DFSA does not accept responsibility for the content of the information included in theProspectus , including the accuracy or completeness of such information. The liability for the content of theProspectus lies with theIssuer of theProspectus and otherPersons , such asExperts , whose opinions are included in theProspectus with their consent. TheDFSA has also not assessed the suitability of theSecurities to which theProspectus relates to any particular investor or type of investor. If you do not understand the contents of thisProspectus or are unsure whether theSecurities to which theProspectus relates are suitable for your individual investment objectives and circumstances, you should consult an authorised financial advisor."(c) where subsequent drafts or versions of theFund Prospectus are submitted, a marked up version showing changes from the previous version submitted to theDFSA ;(d) if information is incorporated in theFund Prospectus by reference to another document, a copy of that other document;(e) the identity of thePerson who is or intends to be theReporting 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 theDFSA during business hours; and(g) any other information that theDFSA may require.(2) The application in (1) must be submitted to theDFSA :(a) in the case of an applicant who has not made a previousProspectus Offer , at least [20] business days prior to the intended date on which the applicant expects theProspectus to be approved;(b) in other cases, at least [10] business days before the intended date on which the applicant expects theProspectus to be approved; and(c) in the case of aSupplementary Prospectus , as soon as is reasonably possible.(3) In the case of aSupplementary 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 aDomestic Fund , aSupplementary Prospectus which meets the requirements in the Collective Investment Law 2010 and the CIR Rules, and where thatFund is anIslamic Fund , the additional requirements inIFR ; and(ii) in the case of aForeign 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 aPassported Fund , the following disclaimer must be used instead of the disclaimer specified in (1)(b)(iii):
"This is anApproved Prospectus for the purposes of admittingSecurities , including units, to trading on anAuthorised Market Institution in the Dubai International Financial Centre.Notwithstanding that theDFSA has approved the prospectus, theDFSA does not accept responsibility for the content of the information included in theProspectus , including the accuracy or completeness of such information. The liability for the content of theProspectus lies with theIssuer of theProspectus and otherPersons , such asExperts , whose opinions are included in theProspectus with their consent.No other regulatory authority in theUAE 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 theUAE 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 theUAE has any responsibility for the same.ThisPassported Fund is aPublic 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)].TheDFSA has also not assessed the suitability of theSecurities to which theProspectus relates to any particular investor or type of investor. If you do not understand the contents of thisProspectus or are unsure whether theSecurities to which theProspectus 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) TheDFSA will approve aFund Prospectus which has been filed with theDFSA in accordance with Rule 6.3.1 as soon as reasonably practicable where it is satisfied that theProspectus complies with all the requirements applicable to thatProspectus .(2) AFund Prospectus is not anApproved Prospectus for the purposes of Article 14(2) of the Law unless theDFSA has issued to the applicant a notice stating its approval:(a) of theProspectus orSupplementary 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 theDFSA under this Rule not to approve aFund Prospectus .(4) If theDFSA decides to exercise its power not to approve aFund Prospectus under this Rule, the applicant may refer the matter to theFMT 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. APerson intending to apply to theDFSA for approval of aFund Prospectus pursuant to Rule 6.3.1 should consider submitting a draftProspectus for preliminary review by theDFSA prior to formally submitting theProspectus forDFSA approval. See the RPP Sourcebook for procedures for applying forDFSA approval.2. The approval of aFund Prospectus by theDFSA will not prevent the use by theDFSA 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 theDFSA becomes aware, after the approval of theFund Prospectus , that it contains any misleading or deceptive information, or it breaches theProspectus provisions in other respects, theDFSA 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 theForeign Fund must comply with the requirements:(a) relating to aDesignated Fund in aRecognised Jurisdiction ; or(b) in a jurisdiction which provides a level of regulation relating to the offer which is acceptable to theDFSA .(2) TheDFSA may accept an offer document referred to in (1)(b) subject to such conditions or restrictions imposed by theDFSA 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 theDFSA .(5) The procedures in Schedule 3 to the Regulatory Law apply to a decision of theDFSA under this Rule to impose conditions or restrictions.(6) If theDFSA decides to exercise its power under this Rule to impose conditions or restrictions, the applicant may refer the matter to theFMT 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 theDFSA pursuant to Rule 6.3.1 must:(a) be filed with theAuthorised Market Institution on which the Units are to be admitted to trading as soon as possible after theDFSA 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 ofUnits of the same class al admitted to trading on the sameAuthorised Market Institution ;(b)Units issued in substitution for Units of the same class al admitted to trading on the sameAuthorised 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 existingUnitholders free of charge, or in respect of dividends paid out in the form ofUnits 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 theUnits al admitted to trading on the sameAuthorised Market Institution ; and(ii) a document is made available containing information on the number and nature of theUnits and the reasons for and details of the offer; or(d)Units al admitted to trading on anotherAuthorised Market Institution orRegulated Exchange (the "other market"), where:(i) theUnits 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 theDFSA and published:(A) containing theKey Information required under Rule 2.5.2(1)(b);(B) stating where the most recent and currentProspectus , if any, can be obtained; and(C) specifying where the financial information published by theIssuer 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) AllUnits in a class ofSecurities other than those specified in (2) that are admitted to trading, including those specified under MKT Rule 6.3.5, must be traded on anAuthorised Market Institution or aRegulated 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 aListed Fund must ensure that any financial promotions relating to theUnits of the Fund comply with the requirements relating to financial promotions:(a) in the case of aDomestic Fund , those in the Collective Investment Law 2010 and the CIR Rules; and(b) in the case of aForeign 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]