• 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 4.3.5 MKT 4.3.5

      Pursuant to an Exempt Offer under Rule 4.3.1(13), the Issuer must provide a Product Summary Note to investors in accordance with the following requirements:

      (1) The Product Summary Note must:
      (a) highlight key information in the Offer document to investors;
      (b) clearly disclose required information in the format as set out in APP 7;
      (c) give a fair and balanced view of the nature, material benefits and material risks of the Securities offered;
      (d) not contain any statement or information that is false or misleading in the form and context in which it is included;
      (e) be given together with the Offer document to investors. If the Issuer makes the Offer document available online, the Product Summary Note must be made available online together with the Offer document;
      (f) not contain any information that is not contained in the Offer document;
      (g) not contain any Inside Information that differs in any material particular from that set out in the Offer document; and
      (h) not omit any information from any part of the Product Summary Note which would result in that part of the Product Summary Note being construed as false or misleading.
      (2) The Product Summary Note shall contain the prominent disclaimer set out in Rule 4.3.4 in bold, on its front.
      (3) The Issuer must give notice the Regulator of its intention to provide a Product Summary Note at least ten Business Days prior to the Exempt Offer, in such form as the Regulator may prescribe.
      (4) When the Issuer makes any change to the Offer document, the Product Summary Note must be updated if the change has a material effect on the key information of the Securities offered.
      (5) Issuers must ensure there is clear naming of the Securities offered. The name of the Securities must be descriptive of the nature of the Securities offered. It must not give investors a misleading view of the true nature and risks of the Securities offered.

      • Guidance

        Pursuant to Rule 4.3.5(1)(c), the Regulator considers a Product Summary Note as giving a fair and balanced view of the Securities offered if the Product Summary Note:

        (a) gives:
        (i) a balanced description of the risks and potential returns of the Securities; and
        (ii) a proportionate level of prominence to the warnings, disclaimers and qualifications in relation to the claims on potential returns to which they refer to; and
        (b) does not:
        (i) give the impression that an investor can profit without risks;
        (ii) contain words or graphics that could convey an impression that is inaccurate or inconsistent with the nature or the risks of the Securities; or
        (iii) present information in footnotes in a way that would alter the meaning of the main text of the Product Summary Note or cause difficulty to an investor in understanding the Securities.