Capital Markets

Governed by Markets Law (DIFC Law No. 1 of 2012) and DFSA Rulebook (MKT).

Offer of Securities (Markets Law Part 2)

A person shall not make an Offer of Securities to the Public in or from the DIFC unless a Prospectus has been published (Art 11).

Category Definition / Criteria Statutory Reference Prospectus Required?
Public Offer Communication to any person which presents sufficient information to enable an investor to decide to buy/subscribe. Markets Law Art 12 YES
Exempt Offer (Institutional) Offer made only to "Professional Clients" (as defined in COB). MKT Rule 2.3.1(a) NO
Exempt Offer (Private Placement) Offer made to fewer than 50 persons (excluding Professional Clients). MKT Rule 2.3.1(b) NO
Exempt Offer (High Value) Minimum subscription per investor is at least $100,000. MKT Rule 2.3.1(c) NO

Prospectus Framework (Markets Law Art 14)

Is a Prospectus Required?

Are you making an "Offer of Securities to the Public"?
↓ Yes
Does the offer fall under an "Exempt Offer" category (MKT 2.3)?
Yes ↙
No Prospectus Required
↘ No
Prospectus Required
Must be approved by DFSA

Reporting Entity Obligations (Markets Law Part 4)

A "Reporting Entity" is an entity that has securities listed on an Authorised Market Institution (AMI) or has made a public offer.

Continuous Disclosure

Art 37: A Reporting Entity must, as soon as possible, disclose to the market any "Inside Information" which creates a false market or significantly affects price.

Financial Reporting

MKT Chapter 8: Must file Annual Financial Reports (within 4 months of year-end) and Half-Yearly Reports (within 2 months).

Director Transactions

Art 39: Directors and PDMRs (Persons Discharging Managerial Responsibilities) must notify the entity of transactions in its shares.

Connected Persons

MKT 3.3: Specific disclosures required for transactions with related parties (to prevent value leakage).

Market Abuse & Prohibited Conduct (Part 6)

1. Insider Dealing (Art 52)

It is an offense to deal in securities on the basis of Inside Information, or to encourage another person to deal.

2. Market Manipulation (Art 54)

Conduct that gives a false or misleading impression as to the supply of, demand for, or price of a security.

3. Misleading Statements (Art 55)

Making a statement which is false or misleading to induce a person to deal in securities.

Official List of Securities

The DFSA maintains the Official List of Securities.