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.