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12. Offer of Units

(1) A person shall not make an offer of Units in or from the DIFC unless the offer of Units is made in accordance with this Law and the Rules made for the purposes of this Law.
(2) A person is to be regarded as making an offer of a Unit or any right or interest in a Unit if he:
(a) makes an offer to another person which, if accepted, would give rise to a contract for the sale of Units by him or by another person with whom he has made arrangements for the sale of Units; or
(b) invites another person to make an offer which, if accepted by him, would give rise to a contract for the sale of Units by him or by another person with whom he has made arrangements for the sale of Units; and
(c) the offer or invitation is by way of a financial promotion of the Units.
(3) For the purposes of Article 12(2), an offer or invitation includes an inducement and a "financial promotion" is an advertisement or any other form of promotion or marketing inviting a person to:
(a) enter into an agreement;
(b) offer to enter into an agreement; or
(c) exercise any rights conferred by a Unit
to acquire, dispose of, underwrite or convert a Unit.
(4) In Article 12(3), the financial promotion may be communicated in any manner including, but not limited to, the following:
(a) orally;
(b) electronically; or
(c) in writing.
(5) For the purposes of Article 12(2) and (3), where an Operator of a Listed Fund discloses information in accordance with the requirements of the Markets Law 2004 or the Offered Securities Rules made thereunder, disclosure of such information is not a financial promotion provided the disclosure of the information does not:
(a) include an express invitation or offer; or
(b) expressly encourage a person;
to engage in any of the activities specified in Article 12(3) (a), (b) or (c).