MKT 7.1.2 Guidance
1. The DFSA may require the appointment of a sponsor, or third party certification in respect of any matters relating to an Issuer, in appropriate cases. An example of circumstances in which the DFSA may require the appointment of a sponsor, or third party signoff, would be where an Issuer does not have a proven track record, such as a start-up.
2. The DFSA will generally not require a SME to appoint a sponsor, as to do so is likely to be disproportionate given the nature, scale and resources of a SME. Instead, the DFSA will usually require a SME to appoint a compliance adviser under Article 49
(1) of the Law and MKT Section 7.2
, both when it applies for admission of its Shares to the List and on an ongoing basis once its Shares are admitted to the List.
3. Generally, the matters in relation to which the DFSA
may require third party sign-off pursuant to MKT Rule 7.1.2
(1)(b) include matters relating to the adequacy of working capital and systems and controls in place for financial reporting by the Issuer
. Such certification should be provided by a third party acceptable to the DFSA
. To be acceptable to the DFSA
, the third-party should be independent of the Issuer
and have relevant expertise relating to the matters on which certification of compliance is to be provided.
4. In most cases the Person making a Prospectus Offer will be the Issuer of the Securities to which the Prospectus relates. However there may be situations where the Person making a Prospectus Offer, that is the offeror, is not the Issuer of the relevant Securities.
5. In any event, the sponsor must make certain inquiries and assume certain obligations under the Rules. A sponsor should therefore be a Person familiar with the requirements of the Law and Rules and who has the necessary knowledge, experience, qualifications and resources to assist the Person making the Prospectus Offer to comply with the various requirements.
6. The DFSA's Policy Statement 1/2012 on Appointment of a Sponsor
describes in greater detail the role and regulatory obligations of a sponsor and the kind of knowledge, experience, qualifications and resources the DFSA
expects a sponsor to have. The Policy explains that although a sponsor has certain regulatory obligations of its own, as prescribed in this module, its principal role is to assist a Person
making a Prospectus Offer
to comply with its regulatory responsibilities relating to that offer. In the Policy Statement, the DFSA
confirms that a Person
making a Prospectus Offer
does not, and cannot, avoid or diminish its regulatory obligations related to Offering Securities
simply because it is required to have a sponsor. The regulatory obligations of the Person
making the Prospectus Offer
are not transferred to the sponsor but remain the responsibility of the Person
making the offer.