MKT App 1 MKT App 1 Content of a Prospectus
MKT A1.1 MKT A1.1 Registration Statement
This table forms part of Rule 2.5.1(3)(b).
MKT A1.1.2(1) The reference to an "issuer" in this App1 is a reference to the
Personoffering Securitiesunder the Prospectusas specified in Rule 1.1.1 (2)(a) and (b).(2) An issuer must include the specified information in relation to the Securitiesidentified with a "√" in this table which are the subject of the relevant Prospectus.(3) If an asterisk is used when identifying a Security, the requirement to provide the item of information for that Securityis qualified as specified in the relevant item. A1.1.2 CONTENTS OF PROSPECTUS — REGISTRATION STATEMENT Shares Warrants over Shares Debentures Warrants over Debentures Certificates over Shares Certificates over Debentures Structured Products 1. INFORMATION ABOUT THE ISSUER 1.1 General information
General information about the issuer including:
(a) the full legal name of the issuer;
(b) if different to the legal name, the full commercial name of the issuer;
(c) the legal form of the issuer;
(d) the country of incorporation of the issuer and its incorporation number;
(e) if domiciled in a jurisdiction outside the country of incorporation, the legislation under which the issuer operates;
(f) if registered in a place other than the country of incorporation, the place of registration of the issuer and its registration number;
(g) the date of incorporation and registration and the length of time the issuer has remained incorporated or registered (or both) as is relevant. Where the issuer has a fixed life, this must be stated together with the end date; and
(h) the address and telephone number of its registered office (and its principal place of business if different from its registered office); and
(i) if the
Securitiesare asset backed Securities, a statement whether the issuer has been established as a special purpose vehicle or entity for the purpose of issuing asset backed Securities. √ √ √ √ √ √ √ 1.2 Investments
(a) the issuer's principal investments for each financial year for the period covered by the historical financial information up to the date of the
(b) description, (including the amount) of the issuer's principal investments for the period referred to in (a); and
(c) a description of the issuer's principal investments that are in progress, including the geographic distribution of these investments (home and abroad) and the method of financing (internal or external).
*The information in 1.2 is not required to be included for
Debenturesthat have a denomination of US $100,000 or more per Security. √ √ * √ √ √ 2. OPERATIONAL FINANCIAL OVERVIEW 2.1 Actual and proposed business activities A detailed description of the actual and proposed principal operations of the issuer including: (a) the history of the issuer; √ √ √ √ √ √ √ (b) a description of the principal activities and business of the issuer; √ √ √ √ √ √ √ (c) a description of important events in the development of the issuer's business; √ √ √ √ (d) a description of, and key factors relating to, the nature of the issuer's operations and its principal activities, specifying the main categories of products sold and/or services performed for each financial year for the period covered by the historical financial information; √ √ √ √ √ √ √ (e) an indication of any significant new products and/or services that have been introduced by the issuer and, to the extent the development of new products or services has been publicly disclosed, the status of the development; √ √ √ √ √ √ √ (f) a description of the principal markets in which the issuer operates, including a breakdown of total revenues by category of activity and geographic market for each financial year for the period covered by the historical financial information; √ √ * √ √ √ (g) details of any major customers, suppliers or other material dependencies of the issuer; √ √ √ √ √ √ √ (h) if material to the issuer's business or profitability, a summary of the extent to which the issuer is dependent on any patents or licences, industrial, commercial or financial contracts or new manufacturing processes; √ √ √ √ √ √ √ (i) the basis for any statement made by the issuer regarding its competitive position; √ √ √ √ √ √ √ (j) where the information given under this item has been influenced by exceptional factors, statement about that fact; and √ √ √ √ (k) where the issuer belongs to a Group, relevant material information as specified above in relation to the Group'sactivities.
*The information in 2.1(f) is not required to be included for
Debenturesthat have a denomination of US $100,000 or more per Security. √ √ √ √ 2.2 Significant factors affecting income/operations
(a) Information regarding significant factors, including unusual or infrequent events or new developments, which are materially affecting or may likely to so affect the issuer's income from operations, indicating the extent to which income was so affected.
(b) Where the financial statements disclose material changes in net sales or revenues, a narrative discussion of the reasons for such changes.
(c) Information regarding any governmental, economic, fiscal, monetary or political policies or factors that have materially affected, or could materially affect, directly or indirectly, the issuer's operations.
√ √ √ √ 2.3 Risk factors
Prominent disclosure of risk factors that are specific to the issuer and if relevant, its industry in a section headed "Risk Factors" containing information including:
(a) the material risks associated with investing in the issuer, and where applicable, any risks associated with the assets to be acquired using the proceeds of the offer;
(b) the effect that the material risks may have on the issuer together with a discussion of how the risk could affect the business, operating results and financial condition of the issuer;
(c) any steps proposed by the issuer to mitigate or manage the risks; and
(d) general and specific risks relating to the industry and the jurisdiction in which the issuer operates.
√ √ √ √ √ √ √ 2.4 Production and sales trends (a) Information about the most significant recent trends in production, sales and inventory, and costs and selling prices since the end of the last financial year to the date of the Registration Statement. √ √ √ √ √ √ √ (b) If:
(i) there has been no material adverse change relating to the information referred to in (a) since the date of its last published financial statements, a statement to that effect; and
(ii) the issuer is not in a position to make such a statement, details of the material adverse change.
√ √ √ √ (c) Information on any known trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on the issuer's prospects for at least the current financial year.
*The information in 2.4(c) is not required to be included for
Debenturesthat have a denomination of US $100,000 or more per Security. √ √ * √ √ √ 3. CONSTITUTION AND ORGANISATIONAL STRUCTURE 3.1 Constitution
A summary of the provisions of the constitution of the issuer including:
(a) a description of the issuer's objectives and purpose and where they can be found in the constitution;
√ √ * √ √ √ (b) a summary of any provisions of the constitution with respect to its Directorsand any Personinvolved in the senior management of the issuer including the members of the administrative, management and supervisory bodies;
(c) a description of the rights, preferences and restrictions attaching to each class of the existing
(d) a description of what action is necessary to change the rights of holders of the Securities, indicating where the conditions are more significant than is required by any law applicable to the issuer; 1
(e) a description of the conditions governing the manner in which annual general meetings and extraordinary general meetings of holders of
Securitiesare called including the conditions of admission to the meeting;
(f) a brief description of any provision of the constitution that would have an effect of delaying, deferring or preventing a change in control of the issuer;
(g) an indication whether there are any provisions in the constitution, governing the ownership threshold above which shareholder ownership must be disclosed;
(h) a description of the conditions imposed by the constitution governing changes in the capital, where such conditions are more stringent than is required by law applicable to the issuer;2
(i) any arrangements by which a single investor or group of investors may exercise significant influence over the issuer; and
(j) any other aspects of the constitution of the issuer which may be relevant to investors.
*The information in 3.1(a) is not required to be included for
Debenturesthat have a denomination of US $100,000 or more per Security. √ √ √ √ 3.2 Directors'3 powers under the constitution
A summary of the provisions of the constitution of the Issuer under which:
Directorhas the power to vote on a proposal, arrangement, or contract in which he is materially interested;
Directorhas the power, in the absence of an independent quorum, to vote on remuneration (including pension or other benefits) to themselves or any members of the Board;
Directorscan exercise borrowing powers and how such borrowing powers may be varied; and
(d) the retirement or non-retirement of
Directorsis provided, including any age limit in respect of retirement. √ √ √ √ 3.3 Group Structure
If the issuer is a member of a
Group, information about the issuer's Groupincluding: (a) identity of all the members of the Group; √ √ √ √ √ √ √ (b) a brief description of the Groupexplaining the issuer's position within the Group; √ √ √ √ √ √ √ (c) the identity of the ultimate Holding Companyof the issuer and where it is domiciled; and √ √ √ √ (d) a list of significant Subsidiariesof the issuer, including name, country of incorporation or domicile, proportion of ownership interest and, if different, proportion of voting power or other form of control held. √ √ √ √ 4. ASSETS 4.1 Property, plant and equipment
(a) existing material fixed assets, including any leased properties, and any major encumbrances in respect of such assets;
(b) planned acquisition of material fixed assets, including leased properties, and any major encumbrances in respect to those assets; and
(c) a description of any environmental issues that may affect the issuer's utilisation of the assets referred to in (a) and (b).
√ √ √ √ 4.2 Material contracts
Information about material contracts of the issuer including:
(a) a summary of each material contract (to the extent not disclosed under 5.1), other than contracts entered into in the ordinary course of business, to which the issuer or any member of the Groupis a party, for the two years immediately preceding publication of the Registration Statement; and √ √ √ √ √ √ √ (b) a summary of any other contract (not being a contract entered into in the ordinary course of business) entered into by any member of the Groupwhich contains any provision under which any member of the Grouphas any obligation or entitlement which is material to the Groupas at the date of the Registration Statement. √ √ √ √ 5. CAPITAL 5.1 Capital resources
(a) Information about the capital resources of the issuer including:
(i) the short and long term capital resources;
(ii) an explanation of, the sources and amounts of, and a narrative description of, the cash flows;
(iii) the borrowing requirements and funding structure;
(iv) any restrictions on the use of capital resources that have materially affected, or could materially affect, directly or indirectly, its operations;
(b) Information regarding the anticipated sources of funds needed to fulfil commitments relating to:
(i) any existing or planned material tangible fixed assets, including leased properties, and any major encumbrances thereon; and
(ii) any principal future investments to which the
Boardor the senior management of the issuer have al made firm commitments.
(c) Information relating to any undertakings in which the issuer holds a portion of its capital where such holding is likely to have a significant effect on the assessment of its own assets and liabilities, financial position or profits and losses.
√ √ √ √ 5.2 Certificates
In the case of an issuer of
Certificates, a summary of the issuer's responsibilities and obligations in respect of the Certificatesincluding the obligations and responsibilities in making certain payments as and when payments on the underlying Securitiesare received and any material information about the issuer of the underlying Securitiesthat may affect the issuer's ability to meet its obligations. √ √ 5.3 Share capital
The following information as of the date of the most recent balance sheet included in the historical financial information of the issuer:
(a) The amount of issued share capital, and for each class of share capital:
(i) the number of shares authorised;
(ii) the number of shares, issued and fully paid, and issued but not fully paid;
(iii) the par value per share, or that the shares have no par value; and
√ √ * √ √ √ (iv) a reconciliation of the number of shares outstanding at the beginning and end of the year. If more than 10% of capital has been paid for with assets other than cash within the period covered by the historical financial information, a statement to that effect.
(b) If there are shares not representing capital, the number and main characteristics of such shares.
(c) The number, book value and face value of shares in the issuer held by or on behalf of the issuer itself or by
Subsidiariesof the issuer.
(d) The amount of any convertible securities, exchangeable securities or securities with warrants, with an indication of the conditions governing and the procedures for conversion, exchange or subscription.
(e) Information about and terms of any acquisition rights and or obligations over authorised but unissued capital or an undertaking to increase the capital.
(f) Historical information about the share capital highlighting any changes for the period covered by the historical financial information.
*The information in 5.3(a) is not required to be included for
Debenturesthat have a denomination of US $100,000 or more per Security. √ √ √ √ 5.4 Options
If any options or other rights granted in respect of
Sharesin the issuer to any Person, a summary of the total of any such options, along with an estimate of the number of Shareswhich would be created, if such rights were to be exercised. √ √ √ √ 6. MANAGEMENT OF THE ISSUER 6.1 Details relating to directors and senior managers ("Key Persons")
(a) names, business addresses, functions and principal activities carried out by the following
Persons(“Key Persons”), including outside that of the issuer where such functions are significant with respect to the activities of the issuer:
Directors4 of the issuer;
Directorsof the ultimate Holding Companyof the issuer, if any;
(iii) the members of the senior management (senior managers) of the issuer and, if they are also
Directorsof the issuer, their respective responsibilities as Directorsand as a member of the senior management of the issuer;
(iv) founding members, if the issuer has been established for fewer than five years; and
(v) any senior manager who is relevant to establishing that the issuer has the appropriate expertise and experience for the management of the issuer's business.
√ √ √ √ √ √ √ (b) The nature of any family or business relationship between any of the Key Persons. √ √ √ √ (c) Except for the category of Person in item (a)(iv) above, details of each of the Key Person'srelevant management expertise and experience and the following information:
(i) the names of all companies and partnerships in which such
Personhas been a member of a Boardor involved in the senior management of in the previous five years, indicating whether or not the Personstill holds such position. It is not necessary to list all the Subsidiariesof an issuer of which the Personis also a member of the Boardor involved in the senior management;
(ii) any convictions relating fraud or other financial crimes for at least the previous five years;
(iii) details of any bankruptcies, receiverships or liquidations of another entity with which a
Persondescribed in item (a)(iii) and (vi) was associated with for at least the previous five years when acting in a similar capacity;
(iv) details of any official public incrimination and/or sanctions of such a
Personby statutory or regulatory authorities (including designated professional bodies) and whether such a Personhas ever been disqualified by a court from acting as a Directoror from acting in a senior management or conduct of the affairs of any issuer for at least the previous five years; and
(v) if there is no such information to be disclosed pursuant to (i) – (iv), a statement to that effect.
√ √ √ √ (d) If there is a potential conflict of interests between the personal interests of any Key Personand that of the duties such Personsowed to the issuer or interests of the issuer, details of such conflict of interests and, if there are no such conflicts, a clear statement to that effect. √ √ √ √ √ √ √ (e) Information about any arrangement or understanding with major shareholders, customers, suppliers or others, pursuant to which any Key Personwas selected as a Directoror senior manager of the issuer. √ √ √ √ (f) Details relating to any restrictions agreed by a Key Personon the disposal within a certain period of time of his holdings in the issuer's Securities. √ √ √ √ 6.2 Other information relating to key Persons
(a) For the last completed financial year of the issuer, information relating to each
(i) the amount of remuneration paid (including any contingent or deferred compensation), and benefits in kind granted to such
Personsby the issuer and its Subsidiariesfor services in all capacities to the issuer and its Subsidiaries; and
(ii) the total amounts set aside or accrued by the issuer or its
Subsidiariesto provide pension, retirement or similar benefits.
(b) For the last completed financial year of the issuer:
(i) the date of expiration of the current term of office, if applicable, and the period during which the
Personhas served in that office of each Key Personspecified in (a)(i) — (iii);
(ii) information about any service contracts with a
Key Personand the issuer or any of its Subsidiariesproviding for benefits upon termination of employment, and if there are no such contracts, a statement to that effect;
√ √ √ √ (iii) information about the issuer's audit committee, nomination committee and remuneration committee, if any, including the names of committee members and a summary of the terms of reference under which the committee operates; and
(iv) statements as to whether or not the issuer is complying with any corporate governance regime in its country of incorporation or domicile and if so whether or not such a regime is compatible with the corporate governance regime under the Law and the
Rules.5 In the event an issuer does not comply with a regime of corporate governance applicable in the country of its incorporation or domicile, a statement to that effect, together with an explanation regarding why the issuer does not comply with such a regime.
*The information in 6.2(b)(iii) and (iv) is not required to be included for
Debenturesthat have a denomination of US $100,000 or more per Security. √ √ * √ √ √ 6.3 Information about employees
Information relating to the following:
(i) the number of
Employeesat the end of each period covered by the historical financial information; or
(ii) the average for each financial year for the period covered by the historical financial information up to the date of the
Registration Statement(and changes in such numbers, if material); 6 and
(b) If the issuer employs a significant number of temporary
Employees, the number of temporary Employeeson average during the most recent financial year. √ √ √ √ 7. FINANCIAL INFORMATION ABOUT THE ISSUER 7.1 Historical financial information about the issuer
(a) Historical financial information covering the latest 3 financial years (or such shorter period that the issuer has been in operation) where such information in respect of each year is:
(i) prepared in accordance with the
International Financial Reporting Standards(IFRS) or any other standards acceptable to the DFSA;
(ii) audited in accordance with the standards of the
International Auditing and Assurance Standards Board(IAASB) or other standards acceptable to the DFSA;7 and
(iii) independently audited or reported on as to whether or not, for the purposes of the
Registration Statement, it gives a true and fair view, in accordance with the applicable auditing standards referred to in (ii) above; and √ √ √ (b) Historical financial information covering the latest 2 financial years (or such shorter period that the issuer has been in operation) where such information in respect of each year is:
(i) prepared in accordance with the
International Financial Reporting Standards(IFRS) or any other standards acceptable to the DFSA;
(ii) audited in accordance with the standards of the
International Auditing and Assurance Standards Board(IAASB) or other standards acceptable to the DFSA;8 and
(iii) independently audited or reported on as to whether or not, for the purposes of the
Registration Statement, it gives a true and fair view, in accordance with the applicable auditing standards referred to in (ii) above; and √ √ √ √ (c) In respect of the last year of audited financial information included, such information not being older than:
(i) in the case of Debentures that have a denomination of US $100,000 or more per
Debenture, 18 months from the date of the Registration Statement; or
(ii) in any other case:
(A) 18 months from the date of the
Registration Statementif the issuer includes audited interim financial statements in the Registration Statement; or
(B) 15 months from the date of the
Registration Statementif the issuer includes unaudited interim financial statements in the Registration Statement.
(d) A statement that the historical financial information has been audited.
(e) If the audit reports on the historical financial information have been refused by the auditors or if they contain qualifications or disclaimers, reproduction of such refusal, qualifications or disclaimers in full and the reasons given.
(f) If any other information in the
Registration Statementhas been audited by the auditors, a statement to that effect.
(g) If any financial data in the
Registration Statementis not extracted from the issuer's audited financial statements, statements as to the source of the data and that the data is unaudited.
(h) If since the date of the issuer's last audited financial statements quarterly or half yearly financial information has been published, such statements including:
(i) if the quarterly or half yearly financial information has been reviewed or audited, the audit or review report; or
(ii) if the quarterly or half yearly financial information is unaudited or has not been reviewed, a statement to that effect.
(i) If the
Registration Statementis dated more than nine months after the end of the last audited financial year, interim financial information:
(i) covering at least the first six months of the financial year;
(ii) including comparative statements for the same period in the prior financial year (except that the requirement for comparative balance sheet information may be satisfied by presenting the years end balance sheet); and
(iii) if unaudited, a statement to that effect.
(j) If the issuer prepares both own and consolidated annual financial statements, at least the consolidated annual financial statements.
(k) A description of any significant change in the financial or trading position of the group which has occurred since the end of the last financial period for which either audited financial information or interim financial information have been published, or an appropriate negative statement.
√ √ * √ √ √ √ √ (l) Any recent events particular to the issuer and which are to a material extent relevant to the evaluation of the issuer's solvency.
*The information in 7.1(h) and 7.1(i) is not required to be included for
Debenturesthat have a denomination of US $100,000 or more per Security. √ √ √ 7.2 Profit forecasts
If an issuer chooses to include a profit forecast or a profit estimate in the
(a) information about the principal assumptions upon which the issuer has based its forecast or estimate:
(i) in a manner readily understandable by investors and prepared on a basis comparable with the historical financial information; and
(ii) showing a clear distinction between assumptions about factors which the
Boardor senior management of the issuer can influence and assumptions about factors which are exclusively outside the influence of such Persons;
(b) a report prepared by independent accountants or auditors stating that in the opinion of the independent accountants or auditors, the forecast or estimate has been properly compiled on the basis stated and that the basis of accounting used for the profit forecast or estimate is consistent with the accounting policies of the issuer; and
(c) If a profit forecast in a
Prospectushas been previously published, a statement setting out whether or not that forecast is still correct as at the time of the Registration Statementor if the forecast is no longer valid, an explanation of why that is the case. √ √ √ √ √ √ √ 8. OTHER INFORMATION RELATING TO THE ISSUER 8.1 Information about auditors
(a) Information about the auditor including:
(i) the names, addresses and professional qualifications (including details of membership in any professional body) of the issuer's auditor for the period covered by the historical financial information; and
(ii) if the auditor has resigned, been removed or not been re-appointed during the period covered by the historical financial information, any details if material.
√ √ √ √ √ √ √ 8.2 Connected Persons
(a) Information about
(i) the name and address of any
Connected Personas defined in Rule 4.3.2;
(ii) how the
Personfalls into the definition of a Connected Person; and
(iv) whether any
Connected Personhas different voting rights to the issuer's major shareholders, or an appropriate negative statement; √ √ √ √ (b) If there are no Connected Persons, a statement to that effect; √ √ √ √ (c) if a Connected Personis a controller,11 information about that Personincluding:
(i) where relevant, the amount of the
(ii) whether the issuer is directly or indirectly owned or controlled by such a
Personand the measures in place to ensure that such control is not abused; and √ √ √ √ √ √ √ (d) a description of any arrangements, known to the issuer, the operation of which may at a subsequent date result in a change in control of the issuer. √ √ √ √ √ √ √ 8.3 Related party transactions
Disclosure of any
Related Party Transactions12 during the period covered by the historical financial information and up to the date of the Registration Statementincluding:
(a) the name and address of the
(b) how the
Personfalls within the definition of a Related Party;
(c) details of the
Related Party Transaction, including:
(i) the parties to the transaction;
(ii) the date of the transaction;
(iii) the value of the transaction;
(iv) whether prior shareholder approval was obtained from a majority of shareholders;
(v) if the transaction is not concluded in the ordinary course of business and on normal commercial terms no less favourable than that of an arm's length transaction with an unrelated party, an explanation of why the transaction was not concluded on such terms; and
(vi) any future transactions involving the same or new
Related Parties. √ √ √ 8.4 Research and development
Where material, a description of the issuer's research and development policies for each financial year for the period covered by the historical financial information, including the amount spent on issuer-sponsored research and development activities.
√ √ √ √ 8.5 Legal and other proceedings against the issuer
Information on any current or prior governmental, legal or arbitration proceedings or disputes (including any such proceedings which are pending or threatened of which the issuer is aware), which may have, or have had, covering at least the previous 12 months significant impact on the issuer and/or its
Group'sfinancial position or profitability, or if there were no such actions, a statement to that effect. √ √ √ √ √ √ √ 8.6 Other significant matters
(a) An explanation of any significant matter that investors would reasonably require in relation to the issuer and the issuer's jurisdiction, provided in a manner which gives appropriate prominence depending on the nature of the matter concerned and its significance.
(b) If the
Securityis a Certificate, any information of the kind referred to in (a) relating to the issuer of the underlying Securities. √ √ √ √ √ √ √ 8.7 Concurrent offers by directors of the issuer
(a) If one or more members of the
Board of Directorsof the issuer are offering their Sharesunder the same Prospectus:
(i) the identity of each member making such offers;
(ii) the number of
Shareseach such Personis offering; and
(iii) the proportion of the holding of the member that those
(b) If no member of the
Boardis offering his Shares, a statement to that effect. √ 9. RESPONSIBILITY FOR THE CONTENT OF PROSPECTUS 9.1 Responsibility Statement
A Responsibility Statement that:
Prospectuscomplies with the requirements in Part 2 of the Law and chapter 2 of the Rules;
(b) sets out the details of the
Personsresponsible for the Prospectuspursuant to section 2.10, and in particular:
(i) where a
Personresponsible is a natural person, indicates the name and function of that Person; and
(ii) where a
Personresponsible is a Body Corporateor other legal person, indicates the name and registered office of that Person; and
(c) includes a declaration, from each
Personresponsible for the Prospectus, or for certain parts of it, pursuant to section 2.10, that having taken all reasonable care to ensure that such is the case, the information contained in the Prospectusis, to the best of their knowledge, in accordance with the facts and contains no omission likely to affect its import. √ √ √ √ √ √ √ 9.2 Signing of the prospectus by directors of the issuer
The date on which the
Prospectuswas signed by the Directorsof the issuer. √ √ √ √ √ √ √ 9.3 Expertopinions included in a prospectus (a) If any Expert'sopinion, statement or report ("report") is included in the Prospectus: √ √ √ √ √ √ √ (i) the name, business address and professional qualifications of the Expertresponsible for the report and the date on which the Expertreport was made or produced; √ √ √ √ √ √ √ (ii) Information relating to any material interests of the Expertin the issuer such as any benefit or fees paid to the Expertby the issuer or a related company, positions held or to be held by the Expertin the issuer or a related company, investments held or to be held by the Expertin the issuer or a related company, fees and commissions paid or to be paid to the Expertor Personsassociated with the Expert; and √ √ √ √ (iii) if the report has been produced at the issuer's request, a statement to that effect and that the report is included, in the form and context in which it is included, with the consent of the Expert. √ √ √ √ √ √ √ (b) Where information has been sourced from an Expertor other third party, the source of such information and confirmation by the issuer that the information has been accurately produced and that as far as the issuer is aware and is able to ascertain from the information published by that Expertor third party, that no facts have been omitted which would render the reproduced information inaccurate or misleading. √ √ √ √ √ √ √ 9.4 Special categories of companies
If the issuer is a special category of company, such as a property, mineral, or scientific research company, or a start up company (a company with less than 3 year track record), a report by an
Experton the assets or rights owned by the issuer prepared at a date which shall be no later than three months before the date of the Prospectus. √ √ √ √ 10. DOCUMENTS ON DISPLAY 10.1 Documents for inspection
A statement that the following documents, in original or copy form, where applicable, may be inspected:
(a) the constitution of the issuer;
(b) the historical financial information of the issuer; and
(c) any information produced by an expert at the issuer's request, any part of which is included or referred to in the
Registration Statement. √ √ √ √ √ √ √ 10.2 Details
The details of how the documents referred to in 10.1 may be inspected.
√ √ √ √ √ √ √
1 Applicable laws include any laws applicable to the issuer in the jurisdiction of its domicile or incorporation.
2 Applicable laws include any laws applicable to the issuer in the jurisdiction of its domicile or incorporation.
3 In the case of a
Limited Partnership, a reference to a Directorshould be read as a reference to a General Partnerof the partnership.
4 A reference to a
Directorin the case of a Limited Partnershipshould be read as a reference to a General Partnerof the partnership.
Reporting Entitiesin respect of Sharesare subject to the Corporate Governance Principlesin the Rules.
6 A breakdown of the
Employeesby main category of activity and geographic location to the extent practicable and material
7 With the last two years audited historical financial information being presented and prepared in a form consistent with that which will be adopted in the issuer's next published annual financial statements having regard to accounting standards and policies and legislation applicable to such annual financial statements.
8 With the last two years audited historical financial information being presented and prepared in a form consistent with that which will be adopted in the issuer's next published annual financial statements having regard to accounting standards and policies and legislation applicable to such annual financial statements.
12 See Rule 4.3.2(2) for the definition of a controller.
13 See Rule 3.5.2
MKT A1.2 MKT A1.2 Securities Note
This table forms part of Rule 2.5.1(3)(c).
MKT A1.2.2(1) The reference to an "issuer" in this App1 is a reference to the
Personoffering Securitiesunder the Prospectusas specified in Rule 1.1.1 (2)(a) and (b).(2) An issuer must include the specified information in relation to the Securitiesidentified with a √ in this table which are the subject of the relevant Prospectus.(3) If an asterisk is used when identifying a Security, the requirement to provide the item of information for that Securityis qualified as specified in the relevant item. A1.2.2 CONTENTS OF PROSPECTUS — SECURITIES NOTE Shares Warrants Over Shares Debebtures Warrants Over Debebtures Certificates Over Shares Certificates Over Debentures Structured Product 1 KEY INFORMATION 1.1 Risk factors
Prominent disclosure of risks factors material to the
Securitiesbeing offered and/or admitted to trading in order for investors to assess the risks associated with investing in the Securities, which must be disclosed prominently in a separate section headed "Risk Factors" and include the following information:
(a) the nature of the risks involved in investing in the
(b) any material risks associated with investing in the issuer;
(c) any risks associated with the assets to be acquired using the proceeds of the offer;
(d) the effect that the material risks may have on the
Issuerincluding how the risk could affect the business, operating results and financial condition of the Issuer;
(e) any steps proposed by the
Issuerto mitigate or manage the risks;
(f) general and specific risks relating to the industry or jurisdiction in which the
(g) any other material risks that are not included in the above.
√ √ √ √ √ √ √ 1.2 Reasons for the offer
Reasons for the offer and, where applicable:
(a) the estimated net amount of the proceeds broken into each principal intended use and presented by order of priority of such uses;
(b) if the issuer is aware that the anticipated proceeds will not be sufficient to fund all the proposed uses, statement about the amount and sources of other funds needed; and
√ √ * √ √ √ (c) details with regard to the use of the proceeds, in particular when they are being used to acquire assets, other than in the ordinary course of business, to finance announced acquisitions of other businesses, or to discharge, reduce or retire indebtedness of the issuer.
*The information in 1.2 (a) and (b) is not required to be included for
Debenturesthat have a denomination of US $100,000 or more per Security. √ √ √ √ 1.3 Financial condition
To the extent not included in the
Registration Statement, a description of the issuer's financial condition, changes in financial condition and results of operations for each year and interim period, for which historical information is required, including causes of any material changes from year to year in the financial information to the extent necessary for an understanding of the issuer's business as a whole. √ √ √ √ 1.4 Working capital statement
A statement by the
Directorsof the Issuerthat in their opinion the working capital is sufficient for the Issuer'spresent requirements, or, if not how it proposes to provide the additional working capital needed. √ √ √ √ 1.5 Creditworthiness of the issuer
(a) Sufficient information to enable an investor to form an opinion concerning the creditworthiness of the issuer such as:
(i) earnings coverage ratio;
(ii) any relevant credit ratings; and
(iii) any other risk factors that may affect the
Issuer'sability to fulfil its obligations under the Securitiesto investors. √ √ √ √ (b) A statement of capitalization and indebtedness (distinguishing between guaranteed and unguaranteed, secured and unsecured indebtedness), including indirect and contingent indebtedness, as of a date no earlier than 90 days prior to the date of the Securities Note. √ √ √ √ 1.6 Guarantees
(a) Information about any bank or other guarantees attaching to the
Securitiesand intended to underwrite the issuer's obligations including the details relating to:
(i) any conditionality on the application of the guarantee in the event of any default under the terms of the
(ii) any power of the guarantor to veto changes to the
(b) Disclosure by the guarantor of the information about itself as if it were the issuer of the same type of
Securitythat is the subject of the guarantee. √ √ √ √ √ √ √ 2 INFORMATION RELATING TO THE SECURITIES OFFERED/ADMITTED TO TRADING 2.1 General information relating to Securities (a) A description of the type and class of the Securitiesbeing offered and/or admitted trading, including any identification number (ISIN) or code applicable to the Securities. √ √ √ √ √ √ √ (b) An indication whether the Securitiesare in certificated form or book-entry form and if it is the latter, the name and address of the entity maintaining the records. √ √ √ √ √ √ √ (c) A summary of any restrictions relating to transferability of the Securities, the arrangements for settlement of transfers and any limitations of those rights and procedures for the exercise of such rights, including those specified in 2.2 and 2.3. √ √ √ √ √ √ √ (d) Any legislation under which the Securitieshave been created. √ √ √ √ √ √ √ (e) The currency of the Securitiesissue. √ √ √ √ √ √ √ (f) The ranking of the Securitiesbeing admitted to trading, including summaries of any clauses that are intended to affect ranking or subordinate the Securityto any present or future liabilities of the issuer. √ √ √ (g) The maturity date and arrangements for the amortisation of the Debenture, including the repayment procedures. Where advance amortisation is contemplated, on the initiative of the issuer or of the holder, it must be described, stipulating amortisation terms and conditions. √ √ √ (h) Information regarding representation of Debentureholders including an identification of the organisation representing the investors and provisions applying to such representation. Indication of where investors may have access to the contracts relating to these forms of representation. √ √ √ 2.2 Dividends
Information relating to dividend rights including:
(a) a description of the
Issuer'spolicy on dividend distributions and any restrictions thereon;
(b) the amount of the dividend per
Security, or underlying Securityif applicable, for each financial year for the period covered by the historical financial information, adjusted where the number of Securities, or underlying Securitiesif applicable, in the Issuerhas changed, to make it comparable;
(c) fixed date(s) on which the dividend entitlement arises;
(d) if relevant, time limit after which entitlement to dividend lapses and an indication of the
Personin whose favour the lapse operates;
(e) any dividend restrictions; and
(f) the rate of dividend or method of its calculation, periodicity and cumulative or non-cumulative nature of payments.
√ √ √ √ 2.3 Interest Rate and Yield
(a) Where there is a nominal rate of interest or rate of return and provisions relating to rate of interest or rate of return payable, information including:
(i) the date from which rate of interest or rate of return becomes payable and the due dates for rate of interest or rate of return; and
(ii) the time limit on the validity of claims to rate of interest or rate of return and repayment of principal.
(b) Where the rate is not fixed, information including:
(i) a description of the underlying on which it is based and of the method used to relate the two;
(ii) a description of any market disruption or settlement disruption events that affect the underlying;
(iii) adjustment rules with relation to events concerning the underlying; and
(iv) the name of the calculation agent.
(c) An indication of yield.
√ √ √ 2.4 Other rights
Information relating to other rights including:
(a) voting rights; √ √ √ √ (b) pre-emption rights in relation to offers for subscription of Securitiesof the same class; √ √ √ √ (c) right to share in the issuer's profits; √ √ √ √ (d) rights to share in any surplus in the event of liquidation of the Issuer; √ √ √ √ (e) redemption rights, if any; and √ √ √ √ √ √ √ (f) conversion rights, if any. √ √ √ √ 3 TERMS AND CONDITIONS OF THE OFFER 3.1 Terms and conditions of the offer
The terms and conditions of the offer including:
(a) the number of Securitiesoffered; √ √ √ √ √ √ √ (b) the price or price range of the Securities; √ √ * √ √ √ (c) the identity of the seller of the Securitieswhere the Personmaking the Prospectus Offeris not the issuer; √ √ √ √ (d) the various categories of potential investors to which the Securitiesare offered. If the offer is being made simultaneously in two or more markets, and if a tranche has been or is being reserved for certain of these, indicate any such tranche and the category of investors for whom it is offered; √ √ * √ √ √ (e) a description of any material interests and conflict of interests relating the affairs of the issuer, detailing the Personsinvolved and the nature of such interests; √ √ √ √ √ √ √ (f) the Offer Period, including the opening and closing dates; √ √ * √ √ √ (g) the manner of allocation of Securitiesto applicants including the manner in which Securitiesare allotted in the event of over subscription; √ √ √ √ (h) proposed date for allotment of Securities; √ √ √ √ √ √ √ (i) where the Securitiesto be offered confer the right to subscribe for new Securitiesby existing holders of Securitiesin the issuer, details of such rights, including a statement of the maximum number of Securitieswhich would be created if the rights were exercised in full; √ √ √ √ (j) the effect the issuance of the Securitieswill have on the capital structure of the Issuer; √ √ √ √ (k) particulars of any commissions or other fees to be paid by the issuer in relation to the offer; √ √ √ √ (l) all relevant details of the appointment of an underwriter on a firm commitment basis, including the nature of the obligations of the underwriter, quotas, plan of distribution, commission and, if a portion of the offer is not covered, a statement of the portion not covered; √ √ * √ √ √ (m) all relevant details of the appointment of placing agents appointed on a 'without a firm commitment' basis or under a “best efforts” arrangement, including quotas and placing commission; √ √ * √ √ √ (n) details of the entities which have a firm commitment to act as intermediaries in secondary trading, providing liquidity through bid and offer rates and description of the main terms of their commitment; √ √ √ √ (o) methods of payment for the Securities, particularly as regards the paying up of Securitieswhich are not fully paid or are payable by instalments; √ √ * √ √ √ (p) in the event of the offer not proceeding, the details of the procedure and means under which the money obtained from applicants will be returned; √ √ √ √ (q) process for notification to applicants of the amount of Securitiesallotted and indication whether dealing may begin before notification is made; √ √ * √ √ √ (r) provided applicants are allowed to withdraw their subscription, an indication of the period during which an application may be withdrawn; √ √ √ √ (s) in the case of new Securities, a statement of the resolutions, authorisations and approvals by virtue of which the Securitieshave been or will be created and/or issued; √ √ √ √ √ √ √ (t) the details of any Convertible, including an indication of the conditions governing the procedures for conversion, exchange or subscription; √ √ √ √ (u) the procedure for the exercise of any right of pre-emption, the negotiability of subscription rights and the treatment of subscription rights not exercised; √ √ * √ √ √ (v) if advisors to the issuer are connected with the offer, a statement of the professional or other capacity in which such advisors have acted; and √ √ √ √ √ √ √ (w) the name and address of any paying agents and depository agents in each country.
*The information in 3.1(b),(d),(f),(l),(m),(o),(q), and (u) is not required to be included for
Debenturesthat have a denomination of US $100,000 or more per Security. √ √ √ √ √ √ √ 3.2 Plan of distribution and allotment
(a) Pre-allotment disclosure relating to:
(i) the division into tranches of the offer including institutional, retail and
Issuer'semployee tranches and any other tranches;
(ii) the conditions under which a claw-back right may be used, the maximum size of such claw-back and any applicable minimum percentages for individual tranches;
(iii) the allotment method or methods to be used for the retail and
Issuer'semployee tranche in the event of an over subscription of these tranches;
(iv) a description of any pre-determined preferential treatment to be accorded to certain classes of investors or certain affinity groups (including friends and family programmes) in the allotment, the percentage of the offer reserved for such preferential treatment and the criteria for inclusion in such classes or groups;
(v) whether the treatment of subscriptions or bids to subscribe in the allotment may be determined on the basis of which intermediary firm they are made through or by a target minimum individual allotment if any within the retail tranche;
(vi) the conditions for the closing of the offer before the end of the
Offer Periodas well as the date on which the offer may be closed at the earliest; and
(vii) whether or not multiple subscriptions are admitted, and where they are not, how any multiple subscriptions will be handled.
(b) The details of any over-allotment option, including existence and size of the over-allotment option, the period in which the over-allotment option may be exercised and any conditions on exercising such option.
√ √ √ √ 3.3 Price stabilisation
The information required to be disclosed to the market pursuant to the
Price Stabilisation Moduleof the DFSARulebook. √ √ √ √ √ √ 4 OTHER INFORMATION 4.1 Audit and source of information including use of expert reports
(a) Where information has been included in the
Securities Notewhich has been audited or reviewed by auditors and where auditors have produced a report, reproduction of the report or, with permission of the DFSA, a summary of the report.
(b) Where information has been sourced from a third party, details of the identify of the source of the information along with a confirmation that the information has been accurately reproduced and that as far as the
Issueris aware and is able to ascertain from information published by that third party, no facts have been omitted which would render the reproduced information inaccurate or misleading.
(c) Where a statement or report attributed to a
Personas an Expertis included in the Securities Note:
(i) the name, business address, qualifications and any material interest such a
Personhas in the Issuer; and
(ii) if the report has been produced at the
Issuer'srequest, a statement to the effect that such statement or report is included, in the form and context in which it is included, with the consent of the Expertwho has authorised the contents of that part of the Securities Note. √ √ √ √ √ √ 4.2 Dilution
Information relating to dilution including:
(a) the amount and percentage of immediate dilution resulting from the offer; and
(b) in the case of a offer to existing equity holders, the amount and percentage of immediate dilution if they do not subscribe to the new offer.
√ √ √ √ 4.3 Takeovers
Information relating to any
(a) the existence of any mandatory
Takeoverbids and/or squeeze-out, sellout, or poison pill requirements in relation to the Securities; and
(b) any public
Takeoverbids by third parties in respect of the Issuer'sequity, which have occurred during the last financial year and the current financial year, including the price or exchange terms attaching to such offers and the outcome thereof. √ √ √ √ 4.4 Investments by controllers and any lock-up arrangements
(a) Information, if available to the issuer, whether:
Directors, controllers or the senior management of the issuer intends to subscribe to the offer; and
(ii) any other
Personintends to subscribe for more than 5% cent of the offer.
(b) The details of any lock-up arrangements relating to
Personsexercising senior management functions of the issuer, including the Personssubject to such lock-up and the procedures involved and the period of the lock up.
(c) Information about whether there is or could be a material disparity between the price of the
Securitiesoffered pursuant to the offer and the effective cash cost to Directorsand the senior management of the issuer ( Related Persons) of the Securitiesacquired by such Personsin transactions during the past year or which such Personshave the right to acquire, and if so, a comparison of the cost to the public and Related Personsin their acquisition of Securities. √ √ √ √ 5 ADMISSION TO TRADING 5.1 (a) The proposed dates for:
(i) admission to an
Official List of Securities; and
(ii) admission to trading on an
Authorised Market Institution;
(iii) admission to listing or trading by a
Financial Service Regulatoror Regulated Exchange; and
(iv) any other such comparable event in respect of the
Securities. √ √ √ √ √ √ √ (b) The actual dates on which:
Securitieswere admitted to an Official List of Securities;
Securitieswere admitted to trading on an Authorised Market Institution;
Securitieswere listed or admitted to trading by a Financial Services Regulatoror Regulated Exchange; and
(iv) any other such comparable event took place in respect of the
Securities. √ √ √ √ √ √ √ (c) An estimate of the total expenses related to the admission to trading √ √ √ 6 INFORMATION RELATING TO CERTAIN CLASSES OF SECURITIES 6.1 Certificates and structured products
(a) the legislation under which the
Certificatesor Structured Productsand the underlying Securitiesor assets have been created and of the courts of competent jurisdiction in the event of litigation including details of the consequences in event of default occurring in respect of the underlying Securities;
(b) in the case of
Structured Products, a statement setting out the type of the underlying factors to which the Structured Productis referenced and details of where information on the underlying factor can be obtained;
(c) whether it is possible to obtain a conversion of the
Certificatesor Structured Productsinto the underlying Securitiesor assets, and if so, the procedure for such conversion, and commission and costs involved with such a conversion;
(d) the provisions relating to the rights attaching and benefits attaching to the underlying
(i) any voting rights and the conditions on which the issuer of the
Certificatesor Structured Productsmay exercise the voting rights and measures envisaged to obtain the instructions of the Certificateor Structured Productholders; and
(ii) any right to participate in profits and any liquidation surplus;
(e) the names and addresses of the paying agents and trustees and fiscal agents in relation to the creation of the
Certificateor Structured Product;
(f) the amount of the commissions and costs to be borne by the
Certificateor Structured Productholders in connection with the payment of coupons or other income and the creation of additional certificates;
(g) the name and credit rating of the ultimate underwriter or obligor(s) against whom the
Securityholder faces credit risk in relation to the Certificateor Structured Product;
(h) a description of the tax arrangements with regard to any taxes and charges to be borne by the
Certificateor Structured Productholders and levied in the jurisdictions where the Certificatesor Structured Productsare issued;
(i) a statement confirming that under the laws governing the issuer's activities the underlying
Securitiesor assets would not form part of the Issuer'sassets in the event of bankruptcy or insolvency of the issuer and that there is no credit risk to the Issuerattaching to the Certificates or Structured Products; and
(j) the names of banks with which the main accounts relating to the underlying
Securitiesor assets are held. √ √ √ 7 ASSET BACKED SECURITIES 7.1 If the Securitiesor the underlying Securitiesare asset backed, describe all the material attributes of the asset backed Securities, including:
(a) information about the assets backing the
(i) where the assets are equity
Securitiesthat are admitted to trading on an exchange, a description of the Securities, a description of the market in which the Securitiesare traded and the frequency with which prices of the relevant Securitiesare published;
(ii) where the assets contain a material proportion of equity
Securitiesthat are not traded on exchange, a description of the equity Securitiesincluding the type of information required to be disclosed in a Prospectusif the equity Securitieswhere Shares;
(iii) where the assets comprise obligations that are not traded on an exchange, a description of the principal terms and conditions of the obligations;
(iv) where a material proportion of the assets are secured on or backed by real properly, a valuation report relating to the property setting out both the valuation of the property and cash flow/income stream;
(v) where the assets backing the
Securityare part of an actively managed pool of assets, the parameters within which investments can be made, details of the entity responsible for such management, terms of such entity's appointment, termination of appointment, and a description its relationship with any other parties to the issue of the Securities; and
(vi) any rights to substitute the assets and a description of the manner in which and the type of assets which may be so substituted, and, if there is any capacity to substitute assets with a different class or quality of assets, a statement to that effect together with a description of the impact of such substitution;
(b) information about the structure of the transaction and the rate of return including:
(i) a description of the structure of the transaction;
(ii) details of the entities participating in the issue and description of the functions to be performed by them;
(iii) a description of the method and date of the sale, transfer, novation or assignment of the assets or of any rights and/or obligations in the assets to the issuer or, where applicable, the manner and time period in which the proceeds from the issue will be fully invested by the issuer;
(iv) the rate of interest or stipulated yield and any premium;
(v) the date of repayment of the principal capital and return on that capital;
(vi) how the cash flow from the assets will meet the issuer's obligations to holders of the
Securitiesand how payments are collected in respect of the assets; and
(vii) where the return on, and or repayment of the
Securityis linked to the performance or credit of other assets which are not assets of the issuer, information as set out in paragraph (a) regarding the assets backing the Security, if necessary;
(c) information about the obligors including:
(i) where there is a large number of obligors, a general description of the obligors; and
(ii) where there are only a small number of obligors, a description of each obligor;
(d) information about:
(i) the terms and conditions for the issuance of any additional
Securitiesor any restrictions on the issuance of additional Securities; and
(ii) where the issuer proposes to issue further
Securitiesbacked by the same assets, a prominent statement to that effect, and unless those further Securitiesare fungible with, or are subordinated to, those classes of existing debt, a description of how the holders of that class Securitieswill be informed;
(e) the nature, order and priority of the entitlements of holders of the
(f) details of arrangements or other matters that may impact repayment of the principal capital or return on that capital to the holders of the
(i) a description of any relevant insurance policies relating to the assets backing the
(ii) a global overview of the parties to the arrangement in the securitisation programme including information on the direct or indirect ownership of control between those parties;
(iii) if a relationship exists that is material to the issue of the
Securitiesbetween the Issuer, guarantor and the obligor and details of the principal terms of that relationship;
(iv) if the assets backing the
Securitiesinclude loans and credit agreements, the principal lending criteria and an indication of any loans which do not meet these criteria and any rights or obligations to make further advances;
(v) an indication of significant representations and collaterals given to the issuer relating to the assets;
(vi) information on any credit enhancements, an indication of where material potential liquidity shortfalls may occur and the availability of any liquidity supports and indication of provisions designed to cover interest/principal shortfalls;
(vii) name and addresses and a brief description of any swap counterparties and other providers of other material forms of credit/liquidity enhancement;
(viii) details of any subordinated debt finance; and
(ix) an indication of any investment parameters for the investment of temporary liquidity surpluses and description of the parties responsible for such investment;
(g) statements by the issuer confirming that the assets backing the
Securityhave characteristics that demonstrate capacity to produce funds to service any payments due and payable of the Securities; and
(h) a statement whether or not post issuance transaction information regarding the
Securitiesto be admitted and the performance of the underlying assets will be reported. If it is to be reported, disclosure of where such information will be reported, where such information can be obtained, and the frequency with which such information will be reported. √ √ √ √