• MKT 4. MKT 4. OFFERS OF SECURITIES

    • MKT 4.1 MKT 4.1 Application

      • MKT 4.1.1 MKT 4.1.1

        This chapter applies to:

        (1) a Person who makes or intends to make an Offer of Securities to the Public in or from the ADGM other than in respect of Units;
        (2) a Person who makes an application to have any Securities other than Units admitted to trading on a Recognised Body; and
        (3) any Person specified in section 4.10 as a Person liable for the content of a Prospectus.

        • Guidance

          1. A Person making an Offer of Securities to the Public in relation to Units of a Fund is exempt from the requirements in Part 12 of the FSMR and the Rules made for the purposes of that Part which deal with Prospectuses.
          2. A Person having or intending to have Units of a Fund admitted to trading on a Recognised Body is required to comply with Part 12 of the FSMR and the Funds Rules made for the purposes of that Part in the manner and circumstances prescribed in these Rules. Chapter 3 contains the requirements that apply to a Person who applies to have, or has or had, Units admitted to trading on a Recognised Body.
          3. The Regulator has the power, pursuant to section 59(c) of the FSMR, to prescribe certain communications to be Exempt Communications. Such communications are not subject to the prohibition in section 58(1) of the FSMR as they fall outside the definition of an "Offer of Securities to the Public" in section 59 of the FSMR.
          4. The Regulator also has the power under section 61(3) of the FSMR to prescribe certain types of:
          a. Offers of Securities to the Public as "Exempt Offers"; and
          b. Securities to be "Exempt Securities".
          Exempt Offers and Exempt Securities are not subject to the prohibition in section 58(1) of the FSMR and hence do not require a Prospectus.

    • MKT 4.2 MKT 4.2 Exempt communications

      • Guidance

        Exempt Communications are not Offers of Securities to the Public and therefore do not attract the Prospectus requirements in the FSMR and Rules.

      • MKT 4.2.1

        For the purposes of section 59(c) of the FSMR, in addition to the Exempt Communications specified in the FSMR, a communication is hereby prescribed by the Regulator as an Exempt Communication if it is made:

        (a) in connection with the trading of Securities that are listed and traded on a Regulated Exchange; and
        (b) in the ordinary course of business of an Authorised Person or Recognised Body.

    • MKT 4.3 MKT 4.3 Exempt Offers

      • Guidance

        This section prescribes the type of Offer that is an Exempt Offer. The prohibition in section 58(1) of the FSMR does not apply to such Offers. Accordingly, a Person may make an Offer of Securities to the Public in the circumstances specified in this Rule without a Prospectus.

      • MKT 4.3.1

        For the purposes of section 61(3)(a) of the FSMR the Regulator hereby prescribes the circumstances in which an Offer is an Exempt Offer:

        (1) an Offer made to or directed at only Professional Clients other than natural Persons;
        (2) an Offer in or from the ADGM which is directed at fewer than 50 Persons in any 12 month period, excluding Professional Clients who are not natural persons;
        (3) an Offer where the total consideration to be paid by a Person to acquire the Securities is at least $100,000, or an equivalent amount in another currency;
        (4) an Offer where the Securities are denominated in amounts of at least $100,000, or an equivalent amount in another currency;
        (5) an Offer where the total aggregate consideration for the Securities offered is less than $100,000, or an equivalent amount in another currency, calculated over a period of 12 months;
        (6) an Offer where Shares are issued in substitution for Shares of the same class as already issued, where the issue of the new Shares does not involve any increase in the issued Share capital;
        (7) an Offer where the Securities are Convertibles issued under a Prospectus to existing members or creditors of the Issuer or a member of its Group and there is no additional consideration to be paid;
        (8) an Offer where the Securities are offered in connection with a Takeover and a document is made available containing information which is considered by the Regulator as being equivalent to that of a Prospectus;
        (9) an Offer where the Securities are offered, allotted or to be allotted in connection with a merger if a document is available containing information which is regarded by the Regulator as being equivalent to that of a Prospectus;
        (10) an Offer where the Securities are offered, allotted or to be allotted in connection with a rights issue where:
        (a) the Securities are of a class subject to Reporting Entity disclosure; and
        (b) a document is made available containing information on the number and nature of the Securities including rights attaching to those Securities and the reasons for and details of the Offer;
        (11) an Offer where the Shares are offered, allotted or to be allotted to existing Shareholders free of charge or dividends paid out in the form of Shares of the same class as the Shares in respect of which the dividends are paid, and a document is made available containing information on the number and nature of the Shares and the reasons for and details of the Offer; or
        (12) an Offer where the Securities are offered, allotted or to be allotted to an existing or former Director or Employee, or any Close Relative of such a Director or Employee, of the Issuer or a member of the same Group as the Issuer and:
        (a) the Issuer or the member of the Group already has its Securities admitted to trading on a Regulated Exchange; and
        (b) a document is made available to the offerees containing information on the number and nature of the Securities and the reasons for and details of the Offer.

      • MKT 4.3.2

        Where any Securities, which were previously the subject of an Exempt Offer, are subsequently offered to the public, such a subsequent Offer will be regarded, for the purposes of Part 6 of the FSMR and the Rules made for the purposes of that Part, as a separate and new Offer of Securities to the Public, unless that Offer meets one of the criteria in Rule 4.3.1.

      • MKT 4.3.3

        An Offer of Securities remains an Exempt Offer even if the Offer falls in whole or part within more than one of the circumstances specified in Rule 4.3.1, as long as all of the Offer falls within at least one of those circumstances.

      • MKT 4.3.4

        A Person making an Exempt Offer must ensure that an exempt offer statement is included in the Exempt Offer Document. An exempt offer statement must contain the following statement displayed prominently on its front page:

        ‘This offer document is an Exempt Offer in accordance with the Market Rules of the ADGM Financial Services Regulatory Authority.

        This Exempt Offer document is intended for distribution only to Persons of a type specified in the Market Rules. It must not be delivered to, or relied on by, any other Person

        The ADGM Financial Services Regulatory Authority has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The ADGM Financial Services Regulatory Authority has not approved this Exempt Offer document nor taken steps to verify the information set out in it, and has no responsibility for it.

        The Securities to which this Exempt Offer relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the Securities offered should conduct their own due diligence on the Securities.

        If you do not understand the contents of this Exempt Offer document you should consult an authorised financial advisor.’

    • MKT 4.4 MKT 4.4 Exempt Securities

      • Guidance

        1. Exempt Securities are Securities which a Person can have admitted to trading on a Recognised Body without a Prospectus.
        2. The prohibition in section 61(1) of the FSMR does not apply, subject to the requirement in Rule 4.4.2, to the admission to trading on a Recognised Body of Securities that are Exempt Securities under Rule 4.4.1.

      • MKT 4.4.1 MKT 4.4.1

        For the purposes of section 61(3)(b) of the FSMR the Regulator hereby prescribes the types of Securities that are Exempt Securities:

        (1) Shares representing, over a period of 12 months, less than 10% of the number of Shares of the same class already admitted to trading on the same Recognised Body;
        (2) Shares issued in substitution for Shares of the same class already admitted to trading on the same Recognised Body, if the issue of the Shares does not involve any increase in the issued capital;
        (3) Securities offered in connection with a Takeover by means of an exchange Offer, if a document is available containing information which is regarded by the Regulator as being equivalent to that of a Prospectus;
        (4) Securities offered, allotted or to be allotted in connection with a merger, if a document is available containing information which is regarded by the Regulator as being equivalent to that of the Prospectus;
        (5) Securities offered, allotted or to be allotted in connection with a rights issue if:
        (a) the Securities are of the same class as the Securities already admitted to trading on the same Recognised Body; and
        (b) a document is made available containing information on the number and nature of the Securities and the reasons for and details of the Offer;
        (6) Shares offered, allotted or to be allotted to existing Shareholders free of charge, or in respect of dividends paid out in the form of Shares of the same class as the Shares in respect of which the dividends are paid, if:
        (a) the Shares are of the same class as the Shares already admitted to trading on the same Recognised Body; and
        (b) a document is made available containing information on the number and nature of the Shares and the reasons for and details of the Offer;
        (7) Securities offered, allotted or to be allotted to an existing or former Director or Employee, or any Close Relative of such a Director or Employee, of the Issuer or a member of the same Group as the Issuer and if:
        (a) the Securities are of the same class as the Securities already admitted to trading on the same Recognised Body; and
        (b) a document is made available containing information on the number and nature of the Securities and the reasons for and detail of the Offer;
        (8) Shares resulting from the conversion or exchange of other Securities or from the exercise of the rights conferred by other Securities, if the Shares are of the same class as the Shares already admitted to trading on the same Recognised Body; or
        (9) Securities already admitted to trading on another Recognised Body or Regulated Exchange (the "Other Market"), where:
        (a) the Securities, or Securities of the same class, have been admitted to trading and continuously traded on the Other Market for more than 18 months;
        (b) the on-going obligations for trading on that other market have been complied with; and
        (c) the Person requesting the admission to trading of the Securities under this exemption makes a summary document in the English language which is approved by the Regulator in accordance with the requirements in section 4.6 and published:
        (i) containing the information set out in Rule 4.5.2(1)(b);
        (ii) stating where the most recent and current Prospectus, if any, can be obtained; and
        (iii) specifying where the financial information published by the Issuer pursuant to its on-going disclosure obligations of the Other Market is available.

        • Guidance

          In considering whether a document referred to in Rule 4.4.1(3) or (4) contains all the relevant information, the Regulator will take into account the information required under Part 6 of the FSMR and the Rules in this chapter.

      • MKT 4.4.2

        All Securities in a class of Securities admitted to listing and trading including pursuant to Rule 4.4.1 must be traded on a Recognised Body or a Regulated Exchange.

    • MKT 4.5 MKT 4.5 Prospectus structure and content

      • Guidance

        Where the term "Prospectus Offer" is used in this section in reference to a Person, such a Person is either making an Offer of Securities to the Public or seeking to have Securities admitted to trading on a Recognised Body.

      • MKT 4.5.1

        (1) A Person making a Prospectus Offer may, subject to section 4.9, produce a Prospectus structured either as:
        (a) multiple documents comprising:
        (i) a Summary;
        (ii) a Registration Statement; and
        (iii) a Securities Note; or
        (b) a single document containing a Summary and all the information required to be included in the Registration Statement and Securities Note.
        (2) For the purposes of section 62 of the FSMR, the Prospectus must:
        (a) present information in a form which is comprehensible and easy to analyse;
        (b) contain the documents and information specified in (1)(a) or (b) as are applicable; and
        (c) in the case of an Offer of Securities to the Public, have an application form that meets the requirement in Rule 4.5.6.
        (3) Without prejudice to the general disclosure required under section 62 of the FSMR, the Person producing the Prospectus must ensure that the Prospectus contains:
        (a) the statements and information required to be included in the Summary, as prescribed in Rule 4.5.2;
        (b) all the information relating to the Issuer, as required to be included in a Registration Statement as set out in APP 1 paragraph A1.1;
        (c) all the information relating to the Securities, as required to be included in a Securities Note as set out in APP 1 paragraph A1.2; and
        (d) a prominent disclaimer in bold, on the front page of the Prospectus, as follows:
        "The ADGM does not accept any responsibility for the content of the information included in the Prospectus, including the accuracy or completeness of such information. The liability for the content of the Prospectus lies with the Issuer of the Prospectus and other Persons, such as Experts, whose opinions are included in the Prospectus with their consent. The ADGM has also not assessed the suitability of the Securities to which the Prospectus relates to any particular investor or type of investor. If you do not understand the contents of this Prospectus or are unsure whether the Securities to which the Prospectus relates are suitable for your individual investment objectives and circumstances, you should consult an authorised financial adviser."

      • MKT 4.5.2

        (1) The Person producing the Prospectus must, subject to (2), ensure that the Summary is at or near the beginning of the Prospectus and sets out in a clear, concise and easy to understand manner:
        (a) statements that:
        (i) the Summary should be read as an introduction to the Prospectus and any decision to invest in the Securities should be based on consideration of the Prospectus as a whole; and
        (ii) civil liability may arise on the basis of the Summary but only if the Summary is false, misleading, deceptive, inaccurate, or inconsistent, when read in conjunction with the other parts of the Prospectus, or fails to provide the Key Information specified in (b); and
        (b) the Key Information relating to:
        (i) the risks associated with and essential characteristics of the Issuer, and guarantor if any, of the Securities, including their assets, liabilities and financial position;
        (ii) the risks associated with and essential characteristics of the Relevant Securities including rights attaching to those Securities;
        (iii) general terms of the Offer, including estimated expenses charged to the investor;
        (iv) whether the Securities are to be admitted to trading and if so, the details relating to such admission;
        (v) reasons for the Offer and the proposed use of the proceeds; and
        (vi) if applicable, matters specified in Rule 4.5.5.
        (2) A Prospectus is not required to contain a Summary if it relates to a Debenture or a Warrant or Certificate over a Debenture that has a denomination of at least $100,000 and the Prospectus is for the purposes of such Securities being admitted to trading on a Recognised Body.

      • MKT 4.5.3

        A Person making a Prospectus Offer may use the same Registration Statement in respect of more than one Prospectus Offer provided that:

        (1) the Registration Statement includes the most recent set of audited financial statements available in respect of the Issuer;
        (2) those financial statements referred to in (1) relate to a period ending not more than 12 months prior to the relevant Offer; and
        (3) since the date of the Registration Statement, the Reporting Entity filing the Prospectus has complied with its market disclosure obligations in Rule 6.2.9 relating to the category of Securities to which the Prospectus relates.

      • MKT 4.5.4 MKT 4.5.4

        Where a Prospectus contains a Registration Statement produced prior to the date of the Summary and the Securities Note, the Person producing the Prospectus must ensure that both the Summary and the Securities Note:

        (1) state the date of preparation of the Registration Statement; and
        (2) update any disclosure in the Registration Statement to the extent necessary in order to comply with these Rules by setting out on the front page of the Securities Note:
        (a) if relevant, the website at which any subsequent disclosure is available; and
        (b) an address at which the full text of any such disclosures is made available free of charge.

        • Guidance

          1. The above provisions are designed to provide flexibility so that Persons making Prospectus Offers can make multiple Offers using the same Registration Statement. However, care should be taken to ensure that the Registrations Statement and the Securities Note together provide all the information required to be contained in a Prospectus pursuant to section 62 of the FSMR and these Rules.
          2. There are additional disclosure requirements applicable to Islamic Securities contained in the IFR module.
          3. Where the term "Prospectus Offer" is used in this section reference to a Person, such a Person is either making an Offer of Securities to the Public or seeking to have Securities admitted to trading on a Recognised Body.

      • Application forms

        • MKT 4.5.5

          A Person making an Offer of Securities to the Public must ensure that:

          (a) an application form for the issue or sale of the Securities which are the subject of the Prospectus Offer is not provided to any Person unless it is included in or accompanied by the relevant Prospectus; and
          (b) only applications in the form included or attached to the Prospectus are accepted.

      • Requirements relating to Offers of Securities from the ADGM

        • MKT 4.5.6

          A Person who makes an Offer of Securities to the Public from the ADGM must:

          (1) notify the Regulator in writing at the timing of filing the Prospectus of any non-ADGM jurisdiction into which the Offer is to be made; and
          (2) comply with any initial and on-going obligations that are applicable in the jurisdiction in (1) in relation to the Offer.

    • MKT 4.6 MKT 4.6 Approval and publication of a Prospectus

      • Application for approval

        • MKT 4.6.1

          (1) For the purposes of section 61(1) of the FSMR, a Person intending to make a Prospectus Offer ("the Applicant") must, subject to (2), (3) and (4), submit to the Regulator:
          (a) a completed application using such form as the Regulator shall prescribe and the relevant fee prescribed in the FEES module;
          (b) a Prospectus that meets the requirements in Rule 4.5;
          (c) a statement identifying where in the Prospectus the information required in the relevant paragraphs of APP 1 has been included and, where subsequent drafts or versions of the Prospectus are submitted, a marked-up version showing the changes from the previous version submitted to the Regulator;
          (d) if information is incorporated in the Prospectus by reference to another document, a copy of the information;
          (e) the identity of the Person who is or intends to be the Reporting Entity;
          (f) contact details of two individuals who are sufficiently knowledgeable about the content of the Prospectus to be able to answer queries of the Regulator during business hours; and
          (g) any other information that the Regulator may require.
          (2) The application in (1) must be submitted to the Regulator:
          (a) in the case of an Applicant who has not made a previous Prospectus Offer, at least 20 Business Days prior to the intended date on which the Applicant expects the Prospectus to be approved;
          (b) in other cases, at least 10 Business Days prior to the date on which the Applicant expects the Prospectus to be approved; and
          (c) in the case of a Supplementary Prospectus, as soon as reasonably possible.
          (3) If the Prospectus comprises multiple documents, the application for approval must be made using such form as the Regulator shall prescribe in relation to one or more of those separate documents.
          (4) In the case of a Supplementary Prospectus, the application for approval must:
          (a) be made using such form as the Regulator shall prescribe;
          (b) be accompanied by the relevant fee prescribed in the FEES module; and
          (c) comply with the requirements in Rule 4.9.1.

      • Approval of a Prospectus

        • MKT 4.6.2 MKT 4.6.2

          (1) The Regulator will only approve a Prospectus which has been filed with the Regulator in accordance with Rule 4.6.1 as soon as reasonably practicable where:
          (a) it is satisfied that:
          (i) the Prospectus meets all the applicable requirements in the FSMR and these Rules; and
          (ii) the Board of the Undertaking whose Securities are to be offered complies with, and has adequate systems and controls in place to ensure on-going compliance with, the applicable requirements; and
          (b) it has received all the necessary consents as required under the requirements in this chapter.
          (2) A Prospectus filed with the Regulator is not an Approved Prospectus for the purposes of section 61(2)(a) of the FSMR unless the Regulator has issued to the Applicant a notice stating its approval:
          (a) of the Prospectus or the Supplementary Prospectus as the case may be; and
          (b) in the case of a Prospectus in (a) comprising multiple documents, of all the multiple documents.
          (3) The procedures in Part 6 of the FSMR apply to a decision of the Regulator not to approve a Prospectus under this Rule.

          • Guidance

            A Person intending to apply to the Regulator for approval of a Prospectus pursuant to Rule 4.6.1(1) should consider submitting a draft Prospectus for preliminary review by the Regulator prior to formally submitting the Prospectus for the Regulator's approval. See the GPM for procedures for applying for the Regulator's approval.

      • Publication of a Prospectus

        • MKT 4.6.3

          (1) After a Prospectus has been approved by the Regulator, it must be made available to the public as soon as is reasonably practicable, and in any case, at a reasonable time in advance of, and at the latest at the beginning of, the making of the Prospectus Offer.
          (2) An Approved Prospectus is deemed to be made available to the public for the purposes of (1) when such a Prospectus is published:
          (a) in printed form, to be made available free of charge to the public at the registered office of any one or more of the following:
          (i) the Person making the Prospectus Offer;
          (ii) any Authorised Person appointed by the Person in (a) to act as the placement or selling agent in respect of the Offer; or
          (iii) if applicable, the relevant Recognised Body on which the Securities are to be traded; or
          (b) in an electronic form on the website of any one or more Persons referred to in (a).
          (3) The content and format of the Prospectus made available to the public in accordance with (2) must at all times be identical to the version approved by the Regulator.

      • Duration of the validity of a Prospectus

        • MKT 4.6.4

          (1) Except where an exemption under Rule 4.3.1 or 4.4.1 applies, the Securities to which a Prospectus relates must not be offered for subscription or sale under an Approved Prospectus unless that Prospectus is a current Prospectus.
          (2) For the purposes of (1), an Approved Prospectus is current only for a period of 12 months from the date on which that Prospectus has been approved by the Regulator in accordance with Rule 4.6.2.

        • MKT 4.6.5 MKT 4.6.5

          (1) A Financial Intermediary may make an Offer of Securities to the Public in reliance on an Approved Prospectus which has been produced by the Issuer in accordance with Rules 4.6.1 and 4.6.2 only in circumstances where:
          (a) the Prospectus is a current Prospectus and meets all the relevant requirements relating to a Prospectus as specified in Part 6 of the FSMR and the Rules in this chapter;
          (b) the Financial Intermediary has undertaken such due diligence and care as is reasonable for such a Person to undertake for the purposes of ensuring that the Prospectus meets the requirements in (a); and
          (c) the Issuer has given its prior written consent for the use of the Prospectus by the Financial Intermediary and that consent has been filed with the Regulator and has not been withdrawn.
          (2) Both the Financial Intermediary and the Issuer of the Securities incur civil liability pursuant to section 70 of the FSMR for a Prospectus referred to in (1).
          (3) For the purposes of this Rule, a "Financial Intermediary" is an Authorised Person holding a relevant Financial Services Permission or a Person who is licenced and supervised by a Non-ADGM Financial Services Regulator.
          Amended on (3 February, 2020).

          • Guidance

            1. In order to meet the obligation in Rule 4.6.5(1)(b), a Financial Intermediary should undertake a review of the Prospectus to ensure that it does not contain any false, misleading, or deceptive information or omissions that would be reasonably apparent to a Financial Intermediary assessing and analysing the Prospectus.
            2. The Financial Intermediary and the Issuer of the Securities may be able to rely on the defences and other incidents applying to actions for breach of statutory duty against any action brought against that Person for a breach of the requirements relating to the applicable Prospectus requirements.

    • MKT 4.7 MKT 4.7 Offer documents from other jurisdictions

      • MKT 4.7.1 MKT 4.7.1

        (1) The Regulator may, subject to (2), approve an Offer document produced under legislation in a jurisdiction other than the ADGM for the purposes of meeting the Prospectus requirements in this chapter where:
        (a) it is satisfied that:
        (i) the Offer document contains information equivalent to that which is required for a Prospectus in this chapter; and
        (ii) the Offeror meets all the other requirements relating to a Prospectus Offer as prescribed in these Rules; or
        (b) the other jurisdiction provides a level of regulation relating to the Offer which is acceptable to the Regulator.
        (2) The Regulator may, subject to (3), approve an Offer document referred to in (1) in accordance with the requirements and procedures set out in Rule 4.6 and, subject to such conditions or restrictions imposed by the Regulator as it sees fit.
        (3) An application for approval of an Offer document produced in accordance with the legislation in a jurisdiction other than the ADGM must:
        (a) be made using such form as the Regulator shall prescribe;
        (b) be accompanied by the relevant fee prescribed in FEES; and
        (c) include:
        (i) where the Offer document referred to in (1) is not in the English language, an English translation acceptable to the Regulator; and
        (ii) a clear statement that it is an Offer document prepared in accordance with the requirements applicable in the relevant jurisdiction and not in the ADGM.
        (4) An Offer document referred to in (1) is an Approved Prospectus for the purposes of section 61(2)(a) of the FSMR where it has been approved by the Regulator in accordance with the requirements in this Rule and Rule 4.6.
        (5) The procedures in Part 6 of the FSMR apply to a decision of the Regulator under this Rule not to approve an Offer document or to impose conditions or restrictions on an approval.

        • Guidance

          A Person considering filing an Offer document pursuant to Rule 4.7.1 should approach the Regulator at the earliest possible time to discuss how to proceed. This is because the Regulator will undertake the assessment required under Rule 4.7.1 on a case-by-case basis. See Guidance under Rule 4.6.2 for details relating to the Regulator Prospectus approval process.

    • MKT 4.8 MKT 4.8 Incorporation by reference

      • MKT 4.8.1 MKT 4.8.1

        (1) Subject to Rule 4.8.1(3), where a requirement in this chapter requires disclosure of information in a Prospectus, the Person making the Prospectus Offer may incorporate that information by reference to another source of information, provided that:
        (a) the source of information is publicly available on a continuing basis;
        (b) the information is clearly set out and easily accessible in that source;
        (c) the information is in the English language; and
        (d) the information can be accessed without charge.
        (2) A reference must also contain sufficient information to enable an investor to decide whether to obtain the information or any part of it.
        (3) A Summary must not incorporate information by reference.
        (4) Documents may only be incorporated by reference where the documents are either approved or filed with:
        (a) the Regulator; or
        (b) a foreign securities regulator having jurisdiction over the Person making the Prospectus Offer.

        • Guidance

          Information that may generally be incorporated by reference includes instruments or statute of incorporation of a Company, annual reports, periodic financial reports and listing particulars.

      • MKT 4.8.2

        A Person who makes a Prospectus Offer must provide a copy of any information incorporated by reference under this section free of charge to any Person who requests it during the Offer Period.

    • MKT 4.9 MKT 4.9 Notification of material changes during the currency of the Prospectus

      • MKT 4.9.1 MKT 4.9.1

        (1) If, during the currency of the Prospectus:
        (a) there is a significant change in, or a material mistake or inaccuracy affecting, any matter contained in the Prospectus; or
        (b) a significant new matter arises,
        the Person making the Prospectus Offer must produce a Supplementary Prospectus in accordance with the requirements in this Rule.
        (2) For the purpose of (1), "significant" or "material" means information which an investor would reasonably require for the purpose of making an informed assessment relating to the Securities to which the Prospectus relates.
        (3) In the case of a Prospectus Offer, the Person required to produce the Supplementary Prospectus under (1) must:
        (a) make a clear statement that it is a Supplementary Prospectus;
        (b) comply with the requirements in Rule 4.6 relating to the approval of a Supplementary Prospectus;
        (c) ensure that the Supplementary Prospectus is available until the end of the Offer Period:
        (i) in the same media and through the same channels as the original Prospectus; and
        (ii) to each offeree free of charge; and
        (d) provide the Supplementary Prospectus without undue delay to each Person who has subscribed for or offered to purchase the Securities in reliance on the initial Prospectus.
        (4) For the purposes of complying with (3), if the Prospectus comprises a Registration Statement and a Securities Note, the Supplementary Prospectus must consist of an updated Registration Statement and Securities Note.

        • Guidance

          Particular care should be taken so that the financial information in a Prospectus is not outdated. For example, in respect of the last year of audited financial information included in a Prospectus, such information is required, under Rule A1.1.1 (item 7.1) of APP 1, not to be older than 18 months from the date of the Registration Statement where the Issuer includes audited interim financial statements in the Registration Statement and, not to be older than 15 months, if such interim financial statements are unaudited.

      • MKT 4.9.2

        Where Rule 4.9.1 applies, any reference in these Rules to a Prospectus must be read as a reference to a Prospectus as amended by a Supplementary Prospectus unless the context requires otherwise.

      • MKT 4.9.3

        When a Supplementary Prospectus has been filed for the purposes of the requirement in Rule 4.9.1(1), the Person responsible for producing the Supplementary Prospectus must:

        (1) inform offerees of their right to confirm or withdraw any subscription or Offer made on the basis of the original Prospectus and the manner in which to do so; and
        (2) allow the offeree a period of at least seven Business Days from the date of receipt of the Supplementary Prospectus in which to confirm or withdraw its subscription or Offer.

    • MKT 4.10 MKT 4.10 Prospectus liability

      • MKT 4.10.1

        (1) For the purposes of section 70(1) of the FSMR, the following Persons are, subject to 4.10.1(2), prescribed as liable for a Prospectus and its content:
        (a) the Issuer;
        (b) the Person making a Prospectus Offer, if it is not the Issuer;
        (c) where the Person in (a) or (b) is a Body Corporate:
        (i) each Person who is a Director of that Body Corporate at the time when the Prospectus Offer is being made; and
        (ii) each Person who has consented to be named, and is named, in the Prospectus as a Director or as having agreed to become a Director of that body either immediately or at a future time,
        unless the Prospectus Offer is in relation to the issue of Debentures;
        (d) each Person who accepts, and is stated in the Prospectus as having accepted responsibility for the Prospectus or for any part thereof;
        (e) each Person who is deemed to accept responsibility for any part of a Prospectus under these Rules;
        (f) if there is a guarantor or obligor in relation to the issue of Securities:
        (i) the guarantor in relation to the information in the Prospectus that relates to the guarantor or its guarantee; or
        (ii) the obligor in relation to the information in the Prospectus that relates to the obligor or its obligations; and
        (g) each Person not falling within any of the foregoing paragraphs who has authorised the contents of the Prospectus or any part thereof.
        (2) If the Prospectus Offer is in relation to the issue of Debentures the Person described in (c) is not, under this Rule, liable for the relevant Prospectus and its contents, unless such Person has accepted responsibility for the Prospectus in accordance with (d).
        (3) A Person who has accepted liability for or authorised only part of the content of any Prospectus under (c) or (d) is liable only for that part and only if it is included substantially in the same form and context as the Person agreed to for inclusion in the Prospectus.
        (4) Nothing in (1) makes a Person liable for any part of a Prospectus by reason only of giving advice as to its content in a professional capacity to a Person specified in (a) to (e).

      • MKT 4.10.2

        (1) For the purposes of liability under section 70(1) of the FSMR, an Expert is a Person accepting responsibility for any statement or report included in whole or in part in a Prospectus if he has given written consent to such inclusion.
        (2) An Expert in (1) is a Person, in relation to a matter, whose profession or reputation gives authority to a statement or report made by him in relation to that matter.

      • MKT 4.10.3

        A Person responsible for making a Prospectus Offer must:

        (1) keep a record of any consent received under Rule 4.10.2(1); and
        (2) include a statement in the Prospectus that the Expert has consented to the inclusion of his statement or report.

    • MKT 4.11 MKT 4.11 Exceptions from liability

      • MKT 4.11.1

        (1) Pursuant to section 70(1) of the FSMR, a Person is hereby prescribed as not incurring civil liability for any loss arising from any false, misleading, or deceptive statement or omission in a Prospectus if any of the circumstances specified in (2) to (6) apply.
        (2) A Person does not incur civil liability under section 70(1) of the FSMR if that Person can show that:
        (a) the statement was true and not false, misleading, or deceptive or that the matter the omission of which caused the loss was properly omitted;
        (b) he made all enquiries that were reasonable in the circumstances and believed that there was no false, misleading, or deceptive statement or omission in the Prospectus; or
        (c) before the Securities were acquired by any Person in reliance on the Prospectus, he had taken all such steps as were reasonable for him to have taken to secure that a correction was promptly made and brought to the attention of the Persons likely to acquire the Securities in question.
        (3) A Person does not incur any liability under section 70(1) of the FSMR for any loss in respect of Securities caused by any false, misleading, or deceptive statement or omission purporting to be made by or on the authority of an Expert which is, and is stated to be, included in the Prospectus with the Expert's consent at the time when the Prospectus was approved by the Regulator and published if:
        (a) he believed on reasonable grounds that the Person was an Expert and had consented to the inclusion in the Prospectus of a statement or report made by that Expert in the form and context in which such a statement or report was included in the Prospectus;
        (b) he believed on reasonable grounds that the statement or report was true and not false, misleading, or deceptive or that the matter, the omission of which caused the loss, was properly omitted;
        (c) he made all enquiries that were reasonable in the circumstances and believed that there was no false, misleading, or deceptive statement or omission in the Expert's statement included in the Prospectus; or
        (d) before the Securities were acquired by any Person in reliance of the Prospectus, he had taken all such steps as it was reasonable for him to have taken to secure that a correction was promptly brought to the attention of Persons likely to acquire the Securities in question.
        (4) Without prejudice to (2) and (3), a Person does not incur any liability under section 70(1) of the FSMR for any loss in respect of any Securities caused by any statement or omission as is mentioned in that Article if:
        (a) before the Securities were acquired by any Person, a correction or, where the statement was such as is mentioned in (2)(c), the fact that the Expert was not competent or had not consented to the inclusion of the statement attributed to that Expert in the Prospectus had been published in a manner designed to bring to the attention of Persons likely to acquire the Securities in question; or
        (b) he took all such steps as it was reasonable for him to take to secure such publication and believed on reasonable grounds that such a publication had taken place before the Securities were acquired.
        (5) A Person does not incur any liability under section 70(1) of the FSMR for any loss resulting from a statement made by a public official or contained in an official public document which is included in the Prospectus if the statement is accurately and fairly reproduced.
        (6) A Person does not incur any liability under section 70(1) of the FSMR if the Person incurring the loss acquired the Securities in question with knowledge:
        (a) that the statement was false, misleading, or deceptive;
        (b) of the omitted matter or of the change; or
        (c) of the new matter or inaccuracy.

    • MKT 4.12 MKT 4.12 Advertisements

      • MKT 4.12.1 MKT 4.12.1

        (1) A Person who makes a Prospectus Offer must not, and must ensure that any agent of that Person or a member of its Group or other Persons associated or connected with the Prospectus Offer do not, during the Offer Period, make an advertisement relating to a Prospectus Offer unless the advertisement:
        (a) states that a Prospectus has been approved by the Regulator and published or is to be published; and
        (b) gives an address from which a Prospectus is or will be made available in the ADGM or provides a link to a website from which the Prospectus can be accessed.
        (2) Where a Person making a Prospectus Offer uses a Prospectus that comprises multiple documents as provided in Rule 4.5.1(1), the obligation to give or provide access to a Prospectus in (b) means giving or providing access to all the documents comprising the Prospectus.

        • Guidance

          The requirements relating to advertisements in Rule 4.12.1 do not apply, due to the definitional exclusion provided in section 59 of the FSMR, to any communication:

          a. made in connection with the trading of Securities on a Recognised Body or Regulated Exchanges;
          b. made for the purposes of complying with the on-going reporting requirements of a Recognised Body or the Regulator; or
          c. which is an Exempt Communication as defined in Rule 4.2.1.

    • MKT 4.13 MKT 4.13 Miscellaneous

      • MKT 4.13.1

        The Regulator may require a Prospectus Offer to be underwritten by an underwriter acceptable to the Regulator.

      • MKT 4.13.2

        If one or more Directors of an Issuer are offering Shares they hold in the Issuer as part of a Prospectus Offer, an Issuer must ensure that the Prospectus contains a prominent statement of:

        (a) the identity of each Director offering his Shares; and
        (b) the number of Shares such a Director is offering, and the proportion of the Issuers Share capital represented by the holding of that Director.

      • MKT 4.13.3 MKT 4.13.3

        (1) The Regulator may, during the Offer Period or such other longer period as specified, impose a requirement that the monies held by a Person making a Prospectus Offer or his agent pursuant to the Prospectus Offer or issuance are held in an escrow account for a specified period and on specified terms.
        (2) The Regulator may also require the appointment of a paying agent during the Offer period.

        • Guidance

          See also Rule 9.4 which contains additional restrictions relating to dealings by Restricted Persons which may apply to executive Directors.