MKT 4.5 MKT 4.5 Prospectus structure and content
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.
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.
Guidance1. 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.
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
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.