A person who has made a Prospectus Offer in the DIFC or has securities admitted to an Official List becomes a Reporting Entity. A Reporting Entity is required to report certain information as prescribed in the Offered Securities Rules (OSR) which relates to itself and the securities it has issued.
Under the OSR, a Reporting Entity is required to make continuous disclosures. The required information and time frames are prescribed in detail in Appendix 2 of the OSR and is broadly categorised into the following:
• Price Sensitive Information
• Changes to Governing Body
• Changes to Business
• Connected Persons Transaction
• Financial Information including Annual and Interim Reports.
• Matters relating to changes in capital
• Security holders decision
• Insolvency events
There are other provisions in the OSR relating to the Offer and ongoing disclosure:
• Disclosure of interest by Connected Persons: Any changes to the holding of a Connected Person are communicated to the market.
• Sponsors: The sponsor is responsible for a number of matters, including:
- That the issuer has met all conditions and requirements for listing
- That the issuer’s directors are fully aware of their responsibilities as directors
- The issuer is properly advised regarding the offer
- The issuer has adequate financial reporting procedures
- The issuer has adequate financial working capita; for its present requirements
• Compliance Advisors: The requirement to appoint a Compliance Advisor is on a discretionary basis and would only be applicable to those entities which, in the DFSA’s opinion, would benefit from the assistance due to their less than satisfactory compliance performance. A Compliance Advisor’s role is to assist Reporting Entities in fulfilling their obligations under OSR and Markets Law.
• Treatment of Investors: The OSR has provisions in relation to the rights of Investors. Essentially, Reporting Entities must ensure the equality of treatment of all investors.
• Guidance on what constitutes Price Sensitive Information and how it should be handled within the Reporting Entities.
Refer to the OSR Module of the DFSA Rulebook.