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A Prospectus or Supplementary Prospectus must not be published for the purposes of MAR 1.1.1 unless an Authorised Investment Exchange, has approved it or in the case of a Prospectus comprising multiple documents, all the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