8.1. Application

(1) A Person making Offers of Islamic Securities or Offers of Units in an Islamic Investment Fund that is a Listed Fund in or from the AIFC must comply with the requirements in the AIFC MAR Rules, except to the extent specified in this section of IFR Rules.

(2) This section of IFR Rules applies to any Person who Offers Islamic Securities or Offers of Units in an Islamic Investment Fund that is a Listed Fund in or from the AIFC.

Guidance

i) The issue of Securities is not a Regulated Activity. However, the Offer of Securities is an activity to which the AIFC FSFR and MAR Rules apply. Under the AIFC Regulations and Rules, a Person making an Offer of Securities in or from the AIFC would be subject to a range of disclosure requirements, unless exempt by specific provisions.

ii) Offers of Units of an Islamic Investment Fund are not subject to the requirements in this section because the AIFC CIS Rules provide for such activities to be regulated. However, offers of Units in an Islamic Investment Fund that is also a Listed Fund are subject to the AIFC CIS Rules, the requirements of this section and the AIFC MAR Rules.

8.2. Contents of a Prospectus for Islamic Securities

(1) The Prospectus relating to Islamic Securities being offered in the AIFC must include:

• (a) details of the members of the SSB appointed by the Issuer who have undertaken the review of the relevant Securities; and
• (b) details of the qualifications and experience of each of the members of that SSB.

(2) The Prospectus issued in relation to an issue of Sukuk must include;

• (a) the opinion of the SSB in respect of whether the Sukuk are Shari’ah compliant;
• (b) a detailed description of the structure of the underlying transaction and an explanation of the flow of funds; and
• (c) the disclosures required by the AAOIFI Shari’ah Standards in respect of investment Sukuk.

(3) The prospectus relating to Islamic Securities being offered in the AIFC must also include a prominent disclaimer in bold, on its front page as follows:

“The AFSA does not accept any responsibility for the content of the information included in the Prospectus, including the accuracy or completeness of such information. The liability for the content of the Prospectus lies with the issuer of the Prospectus and other Persons, such as Experts, whose opinions are included in the Prospectus with their consent. The AFSA has also not assessed the suitability of the Securities to which the Prospectus relates to any particular investor or type of investor and has not determined whether they are Shari’ah compliant. If you do not understand the contents of this Prospectus or are unsure whether the Securities are Shari’ah-compliant you should consult an authorised financial advisor.”

8.3. Continuing disclosures relating to Islamic Securities or Units in an Islamic Investment Fund that is a Listed Fund

(1) The Issuer or the Reporting Entity responsible for an issue of Islamic Securities and/or the Fund Manager (in the case of an Islamic Investment Fund that is a Listed Fund) must, without delay, disclose to the markets and to the AFSA details of any changes to the membership of its SSB, the identity, qualifications and experience of any new members of that SSB and the identity of any SSB member who resigned or was dismissed.

(2) A listed entity with Islamic Securities or Units in an Islamic Investment Fund that is a Listed Fund admitted to the Official List must make the required market disclosures in accordance with the requirements under the applicable AIFC MAR Rules and comply with the other continuing obligations specified below.

(3) The Issuer or the Reporting Entity responsible for an issue of Islamic equity Securities and/or the Fund Manager (in the case of an Islamic Investment Fund that is a Listed Fund) must appoint an independent SSB to evaluate the Shari’ah compliance of those securities and notify the AFSA of that fact, at least on an annual basis.

(4) A Reporting Entity and/or the Fund Manager (in the case of an Islamic Investment Fund that is a Listed Fund), must disclose to the market immediately, any material change in the status of Shari’ah compliance of any of the securities for which it is responsible as a Reporting Entity.

(5) In cases, where there is a material change to the structure of the Islamic Securities or Units in an Islamic Investment Fund that is a Listed Fund issued by the Reporting Entity or Listed Fund, or in the use of its proceeds, the Reporting Entity or Fund Manager must take adequate steps to obtain and disclose to the market, a new Shari’ah opinion considering the changed circumstances.