• Prospectus requirement

    • 61. Obligation to issue a Prospectus

      (1) A person shall not, subject to subsection (3) —
      (a) make an Offer of Securities to the Public in or from the Abu Dhabi Global Market; or
      (b) have Securities admitted to trading on a Recognised Investment Exchange;
      unless there is an Approved Prospectus in relation to the relevant Securities.
      (2) For the purposes of subsection (1) —
      (a) a Prospectus is an Approved Prospectus if it is approved by the Regulator in accordance with the requirements prescribed in the Rules; and
      (b) a reference to a Prospectus made by or under these Regulations is a reference to an Approved Prospectus, unless the context requires otherwise.
      (3) The requirement in subsection (1) does not apply —
      (a) to an Offer of Securities to the Public where that Offer is an exempt offer as prescribed in the Rules; or
      (b) to any Securities to be admitted to trading on a Recognised Investment Exchange if those Securities are exempt Securities as prescribed in the Rules.
      (4) For the purposes of this Chapter and the Rules made under this Chapter, unless the context requires otherwise —
      (a) a reference to a Prospectus Offer is a reference to both the making of an Offer of Securities to the Public and to having Securities admitted to trading on a Recognised Investment Exchange;
      (b) a reference to an Offeror is a reference to the person making a Prospectus Offer; and
      (c) a reference to a Prospectus in respect of a person who has or seeks to have Units of a Fund admitted to trading on a Recognised Investment Exchange is a reference to a Prospectus prepared in accordance with the requirements prescribed by the Regulator in the Rules.
      (5) A Prospectus includes a supplementary prospectus, except where otherwise provided by or under these Regulations.

    • 62. Prospectus content

      (1) A Prospectus shall contain all the information which an investor would reasonably require and expect to find in a Prospectus for the purpose of making an informed assessment of —
      (a) the assets and liabilities, financial position, profits and losses and prospects of the Issuer and any guarantor; and
      (b) the nature of the Securities and the rights and liabilities attaching to those Securities.
      (2) Without limiting the generality of the obligation in subsection (1), the Regulator may, by Rules, prescribe the information that must be included in a Prospectus.
      (3) The Regulator may, in prescribing the information to be included in a Prospectus, require specific content for a Prospectus of a particular type of Security.
      (4) The Issuer or other person responsible for the issue of a Prospectus shall include in the Prospectus all the information required under subsections (1) and (2) as it would be reasonable for him to have knowledge of, or acquire through reasonable enquiries.
      (5) The Regulator shall by Rules prescribe —
      (a) the circumstances in which a Prospectus may incorporate any material by reference; and
      (b) the persons liable for the content of a Prospectus.

    • 63. Regulator power to publish information

      Where a person making a Prospectus Offer fails to publish any information which that person is required to publish by or under these Regulations, the Regulator may publish such information in the manner prescribed in the Rules.

    • 64. Use of foreign offer documents

      No person shall use any offer document produced in accordance with the law applicable in another jurisdiction for the purposes of making a Prospectus Offer except in the circumstances prescribed in the Rules.

    • 65. Obligation to issue a supplementary prospectus

      If at any time after the issue of a Prospectus there is a significant change in, or a material mistake or inaccuracy affecting any matter contained in the Prospectus or a significant new matter arises, the Issuer or the person responsible for the issue of the Prospectus shall issue a supplementary prospectus which —

      (a) provides details of the change, mistake, inaccuracy or new matter; and
      (b) complies with the requirements in section 62(1).