1.1.1 Conditions for admission of Securities to trading and offer of Securities admitted or sought to be admitted to the Official List of an Authorised Investment Exchange

(1)    An Authorised Investment Exchange may not admit Securities to trading unless:

(a)    the Securities have been admitted to the Official List maintained by the Authorised Investment Exchange in accordance with section 66 of the Framework Regulations; and

(b)    subject to MAR 1.2 (Exemptions), there is a Prospectus in relation to the relevant Securities that satisfies the requirements of this Part and has been approved by the Authorised Investment Exchange.

(2)   Subject to MAR 1.2 (Exemptions), an Authorised Investment Exchange may not permit the offer of Securities, admitted or sought to be admitted to the Official List, in or from the AIFC, unless there is a Prospectus in relation to the relevant Securities that satisfies the requirements of MAR 1.1.1(1)(b).

1.1.2. Conditions for the offer of Securities by way of placement

(1)The Issuer may not offer Securities by way of placement (other than Securities admitted or sought to be admitted to the Official List of an Authorised Investment Exchange) in or from the AIFC, and an Authorised Firm may not conduct, facilitate or participate in such an offer, unless:

1. (a)      there is a Prospectus in relation to the relevant Securities that satisfies the requirements of this Part and has been approved by the AFSA; or
2. (b)      the offer satisfies one and one only of the conditions mentioned in subsection (2) below; or
3. (c)      the offer satisfies one or more of conditions (a), (b) and (m) in subsection (2) below.

(2)      The conditions mentioned in subsection (1)(b) above are the following:

1. (a)    the offer is made to or directed at only Accredited Investors; or
2. (b)    the offer is directed at fewer than 50 Retail Investors in any 12-month period; or
3. (c)    the offer is directed at investors who acquire Securities for a total consideration of at least USD100,000 (or an equivalent amount in another currency) per Person for each separate offer; or
4. (d)    the Securities being offered are denominated in amounts of at least USD100,000 per unit (or an equivalent amount in another currency); or
5. (e)    the total aggregate consideration for the Securities offered is less than USD100,000 (or an equivalent amount in another currency) calculated over a period of 12 months; or
6. (f)     the Securities offered are Shares which 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; or
7. (g)    the Securities offered 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; or
8. (h)    the Securities offered are offered in connection with a Takeover and an informational document is made available which is considered by the AFSA as being equivalent to that of a Prospectus; or
9. (i)     the Securities offered are offered, allotted or to be allotted in connection with a merger if an informational document is available which is considered by the AFSA as being equivalent to that of a Prospectus; or
10. (j)     the Securities offered are offered, allotted or to be allotted in connection with a rights issue where:
11. (i)     the Securities are of a class subject to Reporting Entity disclosure; and
12. (ii)     a document is made available to offerees 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; or
13. (k)    the Securities offered are Shares which 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 to offerees containing information on the number and nature of the Shares and the reasons for and details of the offer; or
14. (l)     the Securities offered 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:
15. (i)     the Issuer or the member of the Group already has its Securities admitted to trading on a Regulated Exchange; and
16. (ii)     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; or
17. (m)   the offer is made to and directed at Retail Investors, provided that the total aggregate consideration for the offer of Securities made under this subsection to Retail Investors is not more than USD5,000,000 (or an equivalent amount in another currency) calculated over a period of 12 months; or
18. (n)    the offer is made only through the Authorized Crowdfunding Platform to and directed at only Investors or lenders who are Clients of the Authorised Crowdfunding Platform within the limits set out in AMI.

(3)      The following requirements apply to any offer of Securities to Retail Investors by way of placement conducted under subsections (2)(a) through (2)(m) of MAR 1.1.2:

1. (a)   the Issuer shall make available to each Investor at a reasonable time prior to the purchase of Securities the opportunity to ask questions and receive answers concerning the terms and conditions of the offering and to obtain any additional information which the Issuer possesses or can acquire without unreasonable effort or expense that is necessary to verify the accuracy of information furnished under this section;
2. (b)   the Issuer, and/or the Authorised Firm conducting, facilitating or participating in such an offer, shall take reasonable steps to verify the status of the Investors;
3. (c)   the Issuer shall, if Retail Investors are participating in the offering, give any Retail Investor disclosure documents that contain the necessary information which is material to an investor for making an informed investment decision; and
4. (d)   the Issuer shall file a notice on the results of the offer with the AFSA within 30 days after the sale of Securities in the offering.

(4)      Where any Securities are offered by way of placement under subsections (2)(a) through (2)(m) of MAR 1.1.2, neither the Issuer nor any person acting on its behalf shall offer or sell the Securities by any form of general solicitation or general advertising, including, but not limited to, the following:

1. (a)    any advertisement, article, notice or other communication published in any newspaper, magazine, or similar media or broadcast over television or radio, and
2. (b)    any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.

(5)      For the purposes of subsection (4) above, the advertisement made on the Issuer’s website or website of the Authorised Firm, which facilitates such an offer, is not considered as general solicitation or general advertising.

(6)      For the purposes of MAR 1.1.2:

1. (a)    “Accredited Investor” means:
2. (i)     any natural person who acquires or intends to acquire Securities for a total consideration of at least USD100,000 (or an equivalent amount in another currency) per Person for each separate offer; or
3. (ii)     an Authorised Person; or
4. (iii)    a Body Corporate.
5. (b)    “Retail Investor” means any natural person that is not an Accredited Investor, provided that the aggregate amount in current value of Securities which are the subject of the offer that were sold by the offeror to each Retail Investor, during the 12-month period preceding the date of any offer made under this rule, does not exceed the greater of USD2,000 or 10 percent of the annual income or 5 percent of net worth of such Retail Investor (excluding the value of the primary residence), whichever is lesser, but not to exceed a maximum aggregate amount sold of USD100,000.

Guidance

To verify the status of the investors Issuers, and/or the Authorised Firm which facilitates such an offer, could rely on Retail Investors’ self-certification (for example, questionnaires where investors self-report their income and net worth).

1.2.1. Exempt Offerors

The AFSA may publish a list from time to time identifying bodies to which the requirement in MAR 1.1.1 does not apply

1.2.2. Exempt Securities

(1)      An Authorised Investment Exchange may admit Securities to trading, and permit the offer of Securities (admitted or sought to be admitted to the Official List) in or from the AIFC, without a Prospectus, if such Securities satisfy one or more of the conditions specified below:

1. (a)      the offer is made to or directed at only Accredited Investors (as defined in MAR 1.1.2(6)(a)); or
2. (b)      the Securities being offered are issued and registered in the AIFC and the offer is directed at fewer than 50 investors in any 12-month period; or
3. (c)      the offer is directed at investors who acquire Securities for a total consideration of at least USD100,000 (or an equivalent amount in another currency) per Person for each separate offer; or
4. (d)      the Securities being offered are denominated in amounts of at least USD100,000 per unit (or an equivalent amount in another currency); or
5. (e)      the total aggregate consideration for the Securities offered is less than USD5,000,000 (or an equivalent amount in another currency) calculated over a period of 12 months; or
6. (f)Securities fungible with Securities already admitted to trading on the same Authorised Investment Exchange, provided that they represent, over a period of 12 months, less than 10% of the number of Securities already admitted to trading on the Authorised Investment Exchange; and
7. (g)      Shares resulting from the conversion or exchange of other Securities or from the exercise of the rights conferred by other Securities, where:
8. (i)     the resulting Shares are of the same class as the Shares already admitted to trading on the same Authorised Investment Exchange; and
9. (ii)     the resulting Shares represent, over a period of 12 months, less than 20% of the number of Shares of the same class already admitted to trading on the same Authorised Investment Exchange; and
10. (h)      Shares issued in substitution for Shares of the same class already admitted to trading on the same Authorised Investment Exchange, where the issuing of such Shares does not involve any increase in the issued capital; and
11. (i)Securities offered in connection with a Takeover by means of an exchange offer, provided that a document is made available to the public in accordance with MAR 1.7, containing information describing the transaction and its impact on the Issuer; and
12. (j)Securities offered, allotted or to be allotted in connection with a merger or a division, provided that a document is made available to the public in accordance with MAR 1.7, containing information describing the transaction and its impact on the Issuer; and
13. (k)      Shares offered, allotted or to be allotted free of charge to existing shareholders, and dividends paid out in the form of Shares of the same class as the Shares in respect of which such dividends are paid provided:
14. (i)     that the said Shares are of the same class as the Shares already admitted to trading on the same Authorised Investment Exchange; and
15. (ii)     that a document is made available to offerees containing information on the number and nature of the Shares and the reasons for and details of the offer or allotment; and
16. (l)Securities offered, allotted or to be allotted to existing or former Directors or Employees by their employer or an affiliated undertaking, provided:
17. (i)     that the said Securities are of the same class as the Securities already admitted to trading on the same Authorised Investment Exchange; and
18. (ii)     that a document is made available to offerees containing information on the number and nature of the Securities and the reasons for and detail of the offer or allotment; and
19. (m)     Securities already admitted to trading on another Authorised Investment Exchange, Recognised Non-AIFC Market Institution or other Equivalent Regulated Exchange (“the other market”), where:
20. (i)     the Securities, or Securities of the same class, have been admitted to trading and continuously traded on the other market for more than 18 months; and
21. (ii)     the ongoing obligations for trading on that other market have been complied with; and
22. (iii)    the Person requesting the admission to trading of the Securities under this exemption makes available to the public in accordance with MAR 1.7.6 a Prospectus Summary in accordance with MAR 1.4 (Prospectus Summary) in the English language, which is approved by the Authorised Investment Exchange and which states where the most recent Prospectus can be obtained and where the financial information published by the Issuer pursuant to its ongoing disclosure obligations is available. For the purpose of this sub-clause, references to a “Prospectus” in MAR 1.4.1, MAR 1.4.4 and MAR 1.4.7 shall be deemed references to a “Prospectus Summary” and the provisions of MAR 1.4.1(c), MAR1.4.4(a)(iv) and (b)(i) shall not apply.

(2)      For the purposes of MAR 1.2.2 (1)(m):

1. (a)    “Equivalent”, in relation to a Regulated Exchange, means that the AFSA has determined, either on the application of an Issuer or upon its own initiative, that investors in Securities admitted to trading on the facilities of such Regulated Exchange are afforded protection equivalent to that which they would be afforded, if the Issuer were required to comply with MAR 1.1.1(1) without regard to MAR 1.2.2(1)(m), having regard to the law and practice of the country or territory in which the head office of the Regulated Exchange is situated and to its rules and practice; and
2. (b)    the AFSA may publish a list from time to time identifying Regulated Exchanges it has determined to be Equivalent.

1.2.3 Limitations

1. (1)      The exemptions in MAR 1.2.2(1) from (a) through (e) shall not apply to an offer of Equity Securities if such offer could lead to the immediate or deferred admission to trading on an Authorised Investment Exchange over a period of 12 months of more than 10 % of the number of Shares of the same class, to which such Equity Securities are linked, already admitted to trading on the same Authorised Investment Exchange, without a Prospectus being published.
2. (2)      Offerors relying on the exemptions in MAR 1.2.2(1) from (a) through (e) must comply with the requirements of MAR 1.1.2(4) and (5) relating to limitation of general solicitation or general advertising, as if they were directly referred to therein.

1.3.1. Prospectus Structure

A Prospectus may be structured either as:

1. (a)     multiple documents comprising:
2. (i)       a Prospectus Summary as set out in MAR 1.4; and
3. (ii)      a Registration Document as set out in MAR 1.5.1 containing all the information relating to the Issuer; and
4. (iii)     a Securities Note as set out in MAR 1.5.2 containing the information concerning the Securities to be admitted to trading on an Authorised Investment Exchange; or
5. (b)    a single document containing a Prospectus Summary as set out in MAR 1.4 and all the information required to be included in the Registration Document and the Securities Note; or
6. (c)    for an offer of Shares, a single document containing all the information required to be included in the Registration Document and the Securities Note in relation to the offer of Shares, provided that the expected aggregate market value of such Shares (together with any other Equity Securities admitted to trading on all Regulated Exchanges) at the time of admission to trading does not exceed USD200,000,000 (or an equivalent amount in another currency) (REMS Shares). A Prospectus in relation to REMS Shares must include a prominent disclaimer that the Issuer is eligible to rely on concessions granted to it as set out in MAR, which exclude such Issuer from being required to prepare a Prospectus Summary and disclose certain other information in its Registration Documents and Securities Notes.

1.3.2. Risk factors

The information in a Prospectus must include:

• (a) risks which are relevant to the Issuer and/or the Securities and which are material for taking an informed investment decision, as corroborated by the content of the Registration Document and Securities Note; and
• (b) where there is a guarantee attached to the Securities, the material risk factors pertaining to the guarantor to the extent that they are relevant to the guarantor’s ability to fulfil its commitment under the guarantee.

Guidance: risk factors

(1) The materiality of the risk factors should be based on the probability of their occurrence and the expected magnitude of their negative impact.

(2) The assessment of the materiality of the risk factors may also be disclosed by using a qualitative scale of low, medium or high.

(3) Each risk factor should be adequately described, explaining how it affects the Issuer or the Securities.

(4) The risk factors should be presented in a limited number of categories depending on their nature. In each category the most material risk factors must be mentioned first.

(5) Risk factors should also include those resulting from the level of subordination of a Security and the impact on the expected size or timing of payments to holders of the Securities in the event of bankruptcy, or any other similar procedure.

1.3.3. Final offer price and amount of Securities

Where the final offer price and/or amount of Securities to be offered, whether expressed in number of Securities or as an aggregate nominal amount, cannot be included in the Prospectus the following must be included in the Prospectus:

• (a) the maximum price and/or the maximum amount of Securities, as far as they are available; or
• (b) the valuation methods and criteria, and/or conditions, in accordance with which the final offer price is to be determined and an explanation of any valuation methods used.

1.3.4. Clarity of the information

The information in a Prospectus must be written and presented in an easily analysable, concise and comprehensible form, taking into account the nature of the Issuer, the type of Securities and the circumstances of the Issuer.

1.3.5. Incorporation by reference

Information that is required to be contained in a Prospectus (apart from information required to be contained in a Prospectus Summary) may be incorporated by reference, provided that:

• (a) the source of information is publicly available on a continuing basis; and
• (b) the information is clearly set out and easily accessible in that source; and
• (c) the information is in the English language; and
• (d) the information can be accessed without charge; and
• (e) the reference contains sufficient information to enable an investor to decide whether to obtain the information or any part of it. Guidance: incorporation by reference Information that may generally be incorporated by reference includes instruments or statute of incorporation of a company, annual reports, periodic financial reports and listing particulars.

1.4.1. Contents of the Prospectus Summary

The Prospectus Summary must:

• (a) provide the key information that investors need in order to understand the nature and the risks of the Issuer, the guarantor and the Securities;
• (b) contain information that is accurate, fair, clear and not misleading and which is consistent with other parts of the Prospectus;
• (c) not contain cross references to other parts of the Prospectus or incorporate information by reference.

1.4.2. Layout of the Prospectus Summary

The Prospectus Summary must be:

• (a) drawn up as a short document written in a concise manner and of a maximum length of seven sides of A4-sized paper when printed; and
• (b) written in a language and a style that facilitate the understanding of the information, in particular, in language that is clear, non technical, concise and comprehensible for investors; and
• (c) presented and laid out in a way that is easy to read, using characters of readable size.

1.4.3. Sections of the Prospectus Summary

The Prospectus Summary must be made up of the following four sections:

• (a) an introduction, containing warnings; and
• (b) key information on the Issuer; and
• (c) key information on the Securities; and
• (d) (where relevant) key information on the admission to trading.

1.4.4. Section 1: The Introduction

The introduction must contain:

• (a) the following information:
• (i) the name and international securities identification number (ISIN) of the Securities; and
• (ii) where applicable, the identity and contact details of the Issuer, including its legal entity identifier (LEI); and
• (iii) where applicable, the identity and contact details of the Person asking for admission to trading on an Authorised Investment Exchange; and
• (iv) the identity and contact details of the Authorised Investment Exchange that approved the Registration Document; and
• (v) the date of approval of the Prospectus; and
• (b) the following warnings:
• (i) the Prospectus Summary should be read as an introduction to the Prospectus; and
• (ii) any decision to invest in the Securities should be based on a consideration of the Prospectus as a whole by the investor; and
• (iii) where applicable, that the investor could lose all or part of the invested capital and, where the investor’s liability is not limited to the amount of the investment, a warning that the investor could lose more than the invested capital and the extent of such potential loss; and
• (iv) civil liability attaches only to those Persons who have tabled the summary including any translation thereof, but only where the summary is misleading, inaccurate or inconsistent, when read together with the other parts of the Prospectus, or where it does not provide, when read together with the other parts of the Prospectus, key information in order to aid investors when considering whether to invest in such Securities.

1.4.5. Section 2: Key information about the Issuer

This section must contain the following information:

• (a) under a sub-section entitled 'Who is the Issuer of the Securities?', a brief description of the Issuer of the Securities, including at least the following:
• (i) its domicile and legal form, its LEI (if applicable), the law under which it operates and its country of incorporation;
• (ii) its principal activities;
• (iii) its major shareholders, including whether it is directly or indirectly owned or controlled and by whom;
• (iv) the identity of its key managing directors;
• (v) the identity of its Auditors;
• (b) under a sub-section entitled 'What is the key financial information regarding the Issuer?' a selection of historical key financial information presented for each financial year of the period covered by the historical financial information, and any subsequent interim financial period accompanied by comparative data from the same period in the prior financial year. Key financial information must, where applicable, include:
• (i) pro forma financial information;
• (ii) a brief description of any qualifications in the audit report relating to the historical financial information;
• (c) under a sub-section entitled 'What are the key risks that are specific to the Issuer?' a brief description in declining order of severity of the most material risk factors (not exceeding 15 risk factors) specific to the Issuer contained in the Prospectus.

1.4.6. Section 3: Key information on Securities

This section must contain the following information:

• (a) under a sub-section entitled 'What are the main features of the Securities?', a brief description of the Securities being admitted to trading on an Authorised Investment Exchange including at least:
• (i) their type, class and ISIN; and
• (ii) where applicable, their currency, denomination, par value, the number of Securities issued and the term of the Securities; and
• (iii) the rights attached to the Securities; and
• (iv) the relative seniority of the Securities in the Issuer’s capital structure in the event of insolvency; and
• (v) any restrictions on the free transferability of the Securities; and
• (vi) where applicable, the dividend or payout policy; and
• (b) under a sub-section entitled 'Where will the Securities be traded?', the identity of all known markets where the Securities are or are to be traded; and
• (c) where there is a guarantee attached to the Securities, under a sub-section entitled 'Is there a guarantee attached to the Securities?', the following information:
• (i) a brief description of the nature and scope of the guarantee; and
• (ii) a brief description of the guarantor, including its LEI; and
• (iii) the relevant key financial information for the purpose of assessing the guarantor’s ability to fulfil its commitments under the guarantee; and
• (iv) a brief description of the most material risk factors pertaining to the guarantor contained in the Prospectus while not exceeding the total of 15 risk factors; and
• (d) under a sub-section entitled 'What are the key risks that are specific to the Securities?', a brief description of the most material risk factors (not exceeding 15 risk factors) in declining order of severity relevant to the Securities contained in the Prospectus.

1.4.7. Section 4: Key information on the admission to trading

This section must contain the following information:

1. (a)     under a sub-section entitled ‘Under which conditions and timetable can I invest in this Security?’, where applicable:
2. (i)       where applicable, the details of the admission to trading on an Authorised Investment Exchange; and
3. (ii)      the plan for distribution; and
4. (iii)     an estimate of the total expenses of the issue, including the estimated expenses charged to the investor by the Issuer; and
5. (b)    where applicable and if different from the Issuer, under a sub-section entitled ‘Who is the person asking for admission to trading?’, a brief description of the Person asking for admission to trading on an Authorised Investment Exchange, including that Person’s domicile and legal form, the law under which it operates and its country of incorporation; and
6. (c)     under a sub-section entitled ‘Why is this Prospectus being produced?', a brief description of the reasons for the offer of Securities and/or the admission to trading on an Authorised Investment Exchange, as well as, where applicable:
7. (i)       the use and estimated net amount of the proceeds;
8. (ii)      an indication of the most material conflicts of interest pertaining to the admission to trading.

1.5.1. The Registration Document

The Registration Document must include the information in relation to the relevant type of Security identified with a “√” in the table in MAR Schedule 1.

1.5.2. The Securities Note

The Securities Note must include the information in relation to the relevant type of Security identified with a “√” in the table in MAR Schedule 2.

1.6.1. Statement in the Supplementary Prospectus as to the right of withdrawal

A Supplementary Prospectus must contain a prominent statement concerning the right of withdrawal, which clearly states:

• (a) that a right of withdrawal is granted to those investors who had already agreed to purchase or subscribe for the Securities before the Supplementary Prospectus was published and where the Securities had not yet been delivered to the investors at the time when the significant new factor, material mistake or material inaccuracy arose or was noted; and
• (b) the period in which investors can exercise their right of withdrawal; and
• (c) whom investors may contact should they wish to exercise the right of withdrawal.

1.6.2. Prospectus Summary to be updated

Where a Supplementary Prospectus is published, the Prospectus Summary must be supplemented, where necessary, to take into account the new information included in the Supplementary Prospectus.

1.7.1. The requirement for an approval

A Prospectus or Supplementary Prospectus must not be published for the purposes of MAR 1.1.1 unless an Authorised Investment Exchange, has approved it or in the case of a Prospectus comprising multiple documents, all the multiple documents.

1.7.2. Approval by the Authorised Investment Exchange

For the purpose of MAR 1.1.1, a Person seeking the approval of an Authorised Investment Exchange to a Prospectus must submit to the Authorised Investment Exchange:

1. (a)     a Prospectus that meets all of the requirements in the Framework Regulations and MAR 1;
2. (b)    a statement identifying where in the Prospectus the information required in the relevant paragraphs of MAR 1 has been included and, where subsequent drafts or versions of the Prospectus are submitted, a marked- up version showing the changes from the previous version submitted to the Authorised Investment Exchange;
3. (c)     if information is incorporated in the Prospectus by reference to another document, a copy of the information;
4. (d)    contact details of two individuals who are sufficiently knowledgeable about the content of the Prospectus to be able to answer queries of the Authorised Investment Exchange during business hours; and
5. (e)    any other information that the Authorised Investment Exchange may require.

1.7.3. Timescales for the submission of the application for approval

The application in MAR 1.7.2 must be submitted to the Authorised Investment Exchange:

(a)    at least 20 business days prior to the intended date on which the applicant expects the Prospectus to be approved; or

(b)    in the case of a Supplementary Prospectus, as soon as reasonably possible.

1.7.4 Approval by the Authorised Investment Exchange

(1)      An Authorised Investment Exchange must not approve a Prospectus or a Supplementary Prospectus (as the case may be) for the purposes of MAR 1.1.1 unless it is satisfied that:

1. (a)the Prospectus or the Supplementary Prospectus meets all the requirements in the Framework Regulations and MAR 1; or
2. (b)when a Prospectus or a Supplementary Prospectus (as the case may be) is produced under legislation in a jurisdiction other than the AIFC, such legislation comprising the rules and practices of an Equivalent Regulated Exchange and the law and practice of the country or territory in which the Equivalent Regulated Exchange is situated:
3. (i)the Prospectus or the Supplementary Prospectus contains information equivalent to that which is required for a Prospectus or a Supplementary Prospectus in the Framework Regulations and MAR 1; and
4. (ii)the offeror meets all the other requirements relating to a Prospectus or a Supplementary Prospectus as prescribed in the Framework Regulations and MAR.

(2)      An Authorised Investment Exchange must approve a Prospectus or Supplementary Prospectus as soon as reasonably practicable.

1.7.5 Approved Prospectus

(1) A Prospectus filed with an Authorised Investment Exchange is not an approved Prospectus for the purposes of MAR 1.1.1 unless the Authorised Investment Exchange has issued the applicant a notice stating its approval:

1. (a)       of the Prospectus or Supplementary Prospectus as the case may be; and
2. (b)      in the case of a Prospectus comprising multiple documents, of all the multiple documents.

(2)       An approval issued under (1) will remain valid for the period of 12 months from the date on which it is issued.

1.7.6. Publication of a Prospectus

(1)After a Prospectus has been approved by the Authorised Investment Exchange, it must be made available to the public as soon as reasonably practicable, and in any case, at a reasonable time in advance of, or at the latest at the beginning of, the offer of Securities and/or trading on an Authorised Investment Exchange, whichever is earlier.

(2)A Prospectus is deemed to be made available to the public for the purposes of (a) when such a Prospectus is published in an electronic form on the website of the Issuer and/or the Authorised Investment Exchange.

(3)A copy of the Prospectus must be delivered to any potential investor, upon request and free of charge, by the Person seeking to have Securities admitted to trading on an Authorised Investment Exchange.

1.7.8 Text and format of published Prospectus

The text and format of the Prospectus, and any Supplementary Prospectus made available to the public, must at all times be identical to the version approved by the Authorised Investment Exchange.

1.8.1. The requirement for approval

1. A Prospectus or Supplementary Prospectus for the purposes of MAR 1.1.2(1)(a) must be submitted to the AFSA for approval.

1.8.2. Application for approval

For the purposes of MAR 1.1.2(1)(a), a Person seeking the approval of the AFSA to a Prospectus must submit to the AFSA:

1. (a)     a Prospectus that meets all of the requirements in the Framework Regulations and MAR 1;
2. (b)    a statement identifying where in the Prospectus the information required in the relevant paragraphs of MAR 1 has been included and, where subsequent drafts or versions of the Prospectus are submitted, a marked- up version showing the changes from the previous version submitted to the AFSA;
3. (c)     if information is incorporated in the Prospectus by reference to another document, a copy of the information;
4. (d)    contact details of two individuals who are sufficiently knowledgeable about the content of the Prospectus to be able to answer queries of the AFSA during business hours; and
5. (e)    any other information that the AFSA may require.

1.8.3. Timescales for the submission of the application for approval

The application in MAR 1.8.2 must be submitted to the AFSA:

(a)     at least 20 business days prior to the intended date on which the applicant expects the Prospectus to be approved; or

(b)     in the case of a Supplementary Prospectus, as soon as reasonably possible.

1.8.4. Approval by the AFSA

The AFSA will approve a Prospectus which has been filed with it in accordance with MAR 1.8.2 as soon as reasonably practicable.

1.8.5 Approved Prospectus

(1)    A Prospectus filed with the AFSA is not an approved Prospectus for the purposes of MAR 1.1.2(1)(a) unless the AFSA has issued to the applicant a notice stating its approval:

1. (a)       of the Prospectus or Supplementary Prospectus as the case may be; and
2. (b)      in the case of a Prospectus comprising multiple documents, of all the multiple documents.

(2)    An approval issued under (1) will remain valid for the period of 12 months from the date on which it is issued.

1.9.1. Persons liable for the content of a Prospectus

For the purposes of section 70(4) of the Framework Regulations, the following Persons are, subject to MAR 1.9.2, prescribed as liable for a Prospectus and its content:

1. (a)    the Issuer; and
2. (b)   where applicable, the Person seeking to have Securities offered and/or admitted to trading on an Authorised Investment Exchange, if it is not the Issuer; and
3. (c)     where the Person in (a) or (b) is a Body Corporate:
4. (i)       each Person who is a Director of that body corporate at the time when the Securities are being offered in or from AIFC and/or the admission to trading on an Authorised Investment Exchange is sought, as applicable; and
5. (ii)       each Person who has consented to be named, and is named, in the Prospectus as a Director or as having agreed to become a Director of that body either immediately or at a future time, and
6. (d)   each Person who accepts, and is stated in the Prospectus as having accepted, responsibility for the Prospectus or for any part thereof; and
7. (e)   each Person who is deemed to accept responsibility for any part of a Prospectus under these Rules; and
8. (f)     if there is a guarantor or obligor in relation to the issue of Securities:
9. (i)       the guarantor in relation to the information in the Prospectus that relates to the guarantor or its guarantee; or
10. (ii)      the obligor in relation to the information in the Prospectus that relates to the obligor or its obligations; and
11. (g)   each Person not falling within any of the foregoing paragraphs who has authorised the contents of the Prospectus or any part thereof (excluding for the avoidance of doubt an Authorised Investment Exchange).
12. 
    

1.9.2. Limitations on the application of MAR 1.9.1

(1)A Person who has accepted liability for or authorised only part of the content of any Prospectus under MAR 1.9.1(d) is liable only for that part and only if it is included substantially in the same form and context as the Person agreed to for inclusion in the Prospectus.

(2)Nothing in MAR 1.9.1 makes a Person liable for any part of a Prospectus by reason only of giving advice as to its content in a professional capacity to a Person specified in MAR 1.9.1(a) to (g).

1.10.1. Application

This section sets out the requirements that apply to a Person making an Offer of Securities  that are AIFC ESG Debentures. The Rules and Guidance in this section apply to a Person making an Offer of Sukuk as if each reference to Debenture were a reference to Sukuk.

1.10.2. AIFC ESG Debenture

A Debenture is an AIFC ESG Debenture if the Debenture:

(a)    is the subject of an Offer of Securities; 

(b)    complies with any one of the Qualifying ESG Debenture Standards mentioned in MAR 1.10.3; and

(c)     is subject to external review in accordance with MAR 1.10.4.

1.10.3. Qualifying ESG Debenture Standards

(1)  An AIFC ESG Debenture must comply with:

(a)     the Principles and Guidelines issued by the International Capital Markets Association;

(b)    the Climate Bonds Standard of the Climate Bonds Initiative;

(c)     the European Union Green Bond Standard;

(d)    the Association of Southeast Asian Nations Green Bond Standard; or

(e)    international standards equivalent to paragraph (a), (b), (c) or (d), which are approved by the AFSA.

(2) The AFSA may approve other ESG standards as Qualifying ESG Debenture Standards if:

(a)     the ESG standards are issued by a governmental body, reputable industry association or reputable investment exchange; and

(b)    the ESG standards are published and freely available.

Guidance

(1) The following are examples of available ESG Debentures in accordance with the ESG Debenture Rules established by the AFSA. Issuers are encouraged to align their ESG Debentures with applicable standards irrespective of whether they are expressly listed.

(a)        Green Bonds that comply with International Capital Markets Association Green Bond Principles (GBP) or Climate Bonds Standard of the Climate Bonds Initiative;

(b)        Social Bonds that comply with International Capital Markets Association Social Bond Principles (SBP);

(c)         Sustainability Bonds that comply with International Capital Markets Association Sustainability Bond Guidelines (SBG);

(d)        Sustainability-Linked Bonds that comply with International Capital Markets Association Sustainability-Linked Bond Principles (SLBP) or Climate Bonds Standard of the Climate Bonds Initiative;

(e)        Transition Bonds that comply with International Capital Markets Association Sustainability-Linked Bond Principles (SLBP) or Climate Bonds Standard of the Climate Bonds Initiative;

(f)          Sustainable Development Goals (SDG) Bonds that comply with United Nations Development Program SDG Impact Standards; and

(g)        Blue Bonds that comply with the Practitioner’s Guide to Finance the Sustainable Blue Economy.

(2)  For the purposes of issuing ESG Debentures, eligible projects may refer to official national and recognised market taxonomies as encouraged by the Green Bond Principles of the International Capital Market Association, including:

(a)        Kazakhstan’s Green Taxonomy;

(b)        Climate Bonds Taxonomy of the Climate Bonds Standard of the Climate Bonds Initiative (the Green Projects);

(c)         EU Taxonomy for Sustainable Activities;

(d)        Common Ground Taxonomy;

(e)        ASEAN Taxonomy for Sustainable Finance; and

(f)          Monetary Authority of Singapore Singapore-Asia Taxonomy.

1.10.4. External review

For this rule, a Debenture is subject to external review if the Issuer appoints one or more external review providers to:

(a)  assess through a pre-issuance external review the compliance of the Debenture with Qualifying ESG Debenture Standards; or

(b) verify the content of post-issuance reporting if required by Qualifying ESG Debenture Standards or any direction given by the Issuer under disclosure requirements in the Prospectus or Offer of Securities, which may include either or both of the following:

(i)   a report on the use of proceeds and the sustainability-related impact performance in respect of eligible projects; 

(ii) a report on the performance status in respect of sustainability targets as required by Qualifying ESG Debenture Standards;

Guidance

(1)   The assessment and verification functions of external review providers may be performed by different providers at different points of time and may not need to be performed in all cases.  The requirements outlined in this section apply to the extent required by the specific Qualifying Standard or any direction given by the Issuer.

(2)   Before appointing an external review provider an Issuer should take reasonable steps to ensure that the external review provider:

(a)    has the required skills, resources, and experience to undertake the review; and

(b)    is independent of, and not subject to any conflict of interest with respect to, the Issuer.

(3)   When arranging for an external review, an Issuer should take into consideration the International Capital Markets Association Guidelines for Green, Social and Sustainability Debentures Reviews. 

(4)   Issuers are expected to ensure that securities admitted to the Official List of an Authorised Investment Exchange comply with both AFSA requirements and the additional requirements imposed by the Authorised Investment Exchange on which the ESG Debentures are admitted.

(5)   Issuers are expected to make publicly available any reports on the use of proceeds, the sustainability-related impact performance or performance status referenced in paragraph (b).