• 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.