MKT 3.3 MKT 3.3 Prospectus requirements relating to a Listed Fund
Guidance1. The Prospectus requirements including content and structure in chapter 4 of this module do not apply to Prospectuses relating to Units of Funds. Prospectus requirements that apply to Offer of Units of Funds are found in the Fund Rules. See section 92(5)(a) which disapplies chapter 4 of this module to Fund Prospectuses.2. However a Prospectus is required for the purposes of admitting any Financial Instruments, including Units, to trading on a Recognised Body, as these fall within the definition of "Securities" for the purposes of Part 6 of the FSMR. The Rules in this Rule 3.3 are designed to enable a Person seeking to have Units of a Fund admitted to trading on a Recognised Body to be able to use a Prospectus prepared in accordance with the requirements in the Fund Rules module if it is a Domestic Fund. In the case of Foreign Funds, the Offer documents prepared in accordance with the requirements in a foreign jurisdiction will be acceptable in the circumstances prescribed in this section.
MKT 3.3.1(1) A Person intending to have Units admitted to trading on a Recognised Body must, subject to (2), and (3) 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 relating to the Fund ("Fund Prospectus") which:(i) complies with, in the case of a Domestic Fund, the requirements in the Fund Rules that apply to a Public Fund;(ii) is prepared, in the case of a Foreign Fund, in accordance with the requirements in Rule 3.3.3; and(iii) a prominent disclaimer in bold, on the front page of the Prospectus, as follows:
"The ADGM does not accept 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."(c) where subsequent drafts or versions of the Fund Prospectus are submitted, a marked up version showing changes from the previous version submitted to the Regulator;(d) if information is incorporated in the Fund Prospectus by reference to another document, a copy of that other document;(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 document referred to in (b) 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 before the intended date on which the Applicant expects the Prospectus to be approved; and(c) in the case of a Supplementary Prospectus, as soon as is reasonably possible.(3) In the case of a Supplementary Prospectus, the application for approval must:(a) be made using such form as the Regulator shall prescribe;(b) accompanied by the relevant fee prescribed in the FEES module; and(c) include:(i) in the case of a Domestic Fund, a Supplementary Prospectus which meets the requirements in the Fund Rules; and(ii) in the case of a Foreign Fund, a document which meets the equivalent requirements applicable in the jurisdiction in which the Fund is established or domiciled.
Approval of a Prospectus
MKT 3.3.2 MKT 3.3.2(1) The Regulator will approve a Fund Prospectus which has been filed with the Regulator in accordance with Rule 3.3.1 as soon as reasonably practicable where it is satisfied that the Prospectus complies with all the requirements applicable to that Prospectus.(2) A Fund Prospectus is not an Approved Prospectus for the purposes of section 61(2) of the FSMR unless the Regulator has issued to the Applicant a notice stating its approval:(a) of the Prospectus or 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.
Guidance1. A Person intending to apply to the Regulator for approval of a Fund Prospectus pursuant to Rule 3.3.1 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.2. The approval of a Fund Prospectus by the Regulator will not prevent the use by the Regulator of its powers, such as the stop order power in section 53 of the FSMR, in circumstances where the need for such action is subsequently identified. For example, if the Regulator becomes aware, after the approval of the Fund Prospectus, that it contains any false, misleading, or deceptive information, or if it breaches the Prospectus provisions in other respects, the Regulator may use its powers or take any other action as appropriate in the circumstances.
MKT 3.3.3(1) For the purposes of Rule 3.3.1(1)(b)(ii), the Offer document relating to the Foreign Fund must comply with the requirements:(a) relating to a Designated Fund in a Recognised Jurisdiction; or(b) in a jurisdiction which provides a level of regulation relating to the Offer which is acceptable to the Regulator.(2) The Regulator may accept an Offer document referred to in (1)(b) subject to such conditions or restrictions imposed by the Regulator as it sees fit.(3) Where the Offer document referred to in (1) is not in the English language, it must be accompanied by an English translation acceptable to the Regulator.
Publication of a Prospectus
A Fund Prospectus approved by the Regulator pursuant to Rule 3.3.1 must:(1) be filed with the Recognised Body on which the Units are to be admitted to trading as soon as possible after the Regulator has granted its approval; and(2) be published in accordance with the requirements in Rule 3.9.
Exempt Offers in respect of Units
MKT 3.3.5(1) Units representing, over a period of 12 months, less than 10% of the number of Units of the same class already admitted to trading on the same Recognised Body;(2) Units issued in substitution for Units of the same class already admitted to trading on the same Recognised Body, if the issue of Units does not involve any increase in the issued capital;(3) Units offered, allotted or to be allotted to existing Unitholders free of charge, or in respect of dividends paid out in the form of Units of the same class as the Units in respect of which the dividends are paid, if:(a) the Units are of the same class as the Units 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 Units and the reasons for and details of the Offer; or(4) Units already admitted to trading on another Recognised Body (the "Other Market"), where:(a) the Units 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) there is a summary document in the English language approved by the Regulator and published:(i) containing the Key Information required under 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.
All Units in a class of Securities admitted to trading including those specified under Rule 3.3.5 must be traded on a Recognised Body.
The Reporting Entity of a Listed Fund must ensure that any financial promotions relating to the Units of the Fund comply with the requirements relating to financial promotions:(a) in the case of a Domestic Fund, those in the Fund Rules; and(b) in the case of a Foreign Fund, the equivalent requirements applicable to the Fund in the jurisdiction of its domicile or establishment.