• 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use of the Prospectus by the Financial Intermediary and that consent has been filed with the Regulator and has not been withdrawn.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.