Entire Section

  • MKT 7.1.2 MKT 7.1.2

    (1) Pursuant to Article 49(1) of the Law, the DFSA may, where it considers it appropriate to do so, require a Person who makes or intends to make a Prospectus Offer to:
    (a) appoint a sponsor in respect of the Prospectus Offer; or
    (b) provide third party certification in respect of any specific matters relating to the Prospectus Offer.
    (2) Where the DFSA requires a sponsor to be appointed pursuant to (1)(a), the DFSA must:
    (a) do so in sufficient time to enable the sponsor to comply with the requirements in this Part; and
    (b) require such appointment to be effective for the Offer Period or such other period as the DFSA determines as appropriate.
    Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

    • 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.
      Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
      [Amended] DFSA RM120/2013 (Made 14th July 2013). [VER4/07-13]
      [Amended] DFSA RMI273/2020 (Made 26th February 2020). [VER16/04-20]