Part 3: Part 3: Offer of Securities
12. Application of this Part to Collective Investment Funds
The application of this Part 3 and any Offered Securities Rules made for the purpose of this Part is subject to any provision of a DIFC collective investment law or of any rules made for the purpose of that law which may govern the offer of Securities comprised of units or shares in a collective investment fund or any rights or interests in such units or shares.
13. Offer of Securities(1) A person is to be regarded as making an offer of Securities if he:(a) makes an offer which, if accepted, would give rise to a contract for the issue of Securities by him or by another person with whom he has made arrangements for the issue of the Securities; or(b) makes an offer or invitation in relation to an issue or a sale of Securities in circumstances prescribed by the Offered Securities Rules.(2) A person shall not make an offer of Securities in the DIFC unless the offer of Securities is made by way of an Exempt Offer or Prospectus offer in accordance with this Part and the Offered Securities Rules.(3) An offer of Securities is made in the DIFC if the offer:(a) is directed at or received by a person (an "offeree") in the DIFC at the time of the making; and(b) is capable of acceptance by such an offeree;regardless of where any resulting issue or sale occurs.(4) A person shall not make an offer of Securities from the DIFC unless the offer of Securities is made in accordance with the Offered Securities Rules.(5) An offer of Securities is made from the DIFC if:(a) the person making the offer is situated in the DIFC;(b) the offer is directed at or received by a person (an "offeree") situated, at the time of the making, outside of the DIFC; and(c) the offer is capable of acceptance by such an offeree;regardless of where any resulting issue or sale occurs.
14. Exempt Offers(1) A person who makes an Exempt Offer shall comply with any requirements relating to that Exempt Offer which are prescribed by the Offered Securities Rules.(2) Exempt Offers are offers of Securities:(a) by recognised governments or other persons on the list of exempt offerors maintained by the DFSA in the Offered Securities Rules;(b) made to and directed at Professional Investors;(c) made in connection with a takeover offer; or(d) as may be prescribed by the Offered Securities Rules.(3) An application to be included on the list of exempt offerors shall be made in accordance with the Offered Securities Rules.(4) An offer of Securities remains an Exempt Offer even if the offer of Securities falls in whole or part within more than one of the conditions in Article 14(2) as long as all of the offer of Securities falls within at least one of the conditions.(5) The DFSA may at any time by written notice impose conditions and restrictions on offerors making Exempt Offers of Securities in the DIFC under this Law.
15. Prospectus(1) No offer of Securities in the DIFC, other than an Exempt Offer, may take place under this Part unless:(a) a Prospectus has been filed with the DFSA and published; and(b) the offeror or issuer has appointed a sponsor or underwriter or both, if so required by the DFSA.(2) A Prospectus shall comply with the Offered Securities Rules and contain all information investors would reasonably require for the purpose of making an informed assessment of:(a) the assets and liabilities, financial position, profits and losses, and prospects of the offeror or issuer or both; and(b) the nature of the Securities and the rights attached to those Securities.(3) The DFSA may make Offered Securities Rules allowing offer documents produced in accordance with the legislation applicable in another jurisdiction to be taken to comply with the requirements of Article 15(2).(4) The offeror or person responsible for the content of the Prospectus shall include all information it would be reasonable for him to have knowledge of, or acquire through reasonable enquiries.(5) If at any time after the preparation of a Prospectus which has been filed and registered with the DFSA, there is a significant change affecting any matter contained in the Prospectus or a significant new matter arises, before the final close of the offer, the offeror or the person responsible for the Prospectus shall in accordance with the Offered Securities Rules file and register a Supplementary Prospectus which:(a) provides details of the change or new matter;(b) complies with the requirements of Articles 15(2); and(c) complies with any information required by the Offered Securities Rules or the DFSA.(6) The DFSA may on the written application of the offeror or the person responsible for the content of the Prospectus or Supplementary Prospectus allow material to be incorporated by reference if such material has been recently sent to holders of the relevant Security or is generally available in the market.(7) Where the Offered Securities Rules require an offeror to publish the relevant information, the Offered Securities Rules may permit the DFSA to publish the relevant information in the event that the offeror fails to do so.(8) No advertisement or publicity may be issued in respect of a Prospectus or Supplementary Prospectus or the Securities offered in the Prospectus or Supplementary Prospectus, unless the information contained in the advertisement complies with the Offered Securities Rules.
16. Stop orders(1) If the DFSA is satisfied that an offer of Securities would contravene or has contravened this Law or the Offered Securities Rules, the DFSA may issue a stop order directing that no offers, issues, sales or transfers of the Securities may be made for such a period of time as it thinks appropriate.(2) Upon making a decision in relation to Article 16(1) the DFSA shall without undue delay inform the offeror in writing of its decision and where requested by the offeror the reasons for the decision.(3) The DFSA may only exercise its power to issue a stop order if it has given the relevant person a suitable opportunity to make representations in person and in writing to the DFSA in relation to the proposed stop order.(4) The requirements imposed on the DFSA in Article 16(3) shall not apply where the DFSA concludes that any delay likely to arise as a result of such requirements is prejudicial to the interests of the DIFC or participants in the market.(5) Where pursuant to Article 16(4) the DFSA has issued a stop order directing that no offers, issues, sales or transfers of Securities may be made without providing a prior opportunity to make representations, the DFSA shall:(a) provide the relevant offeror an opportunity to make representations in person and in writing to the DFSA within the period of 14 days, or such further period as may be agreed, from the date on which such direction was made; and(b) provide a response to any such submission, and make any consequential direction, variation or withdrawal of the direction, without undue delay.(6) The Regulatory Appeals Committee has jurisdiction to hear and determine any appeal in relation to a decision to issue a stop order made under this Article.