When you are considering raising capital in or from the DIFC, you will need to read the Markets Law and the Offered Securities Rules (OSR) Module of the DFSA Rulebook.
It is considered an Offer of Securities when the following occurs:
• A person makes an offer to another person which gives rise to a contract for the issue of securities when accepted; or
• A person makes an offer to another person to either sell or buy where, if accepted, it would give rise to a contract for the sale of securities by them or the other person and the offer or invite is a financial promotion.
Since the DIFC is a free zone and the DFSA’s rules only govern those 110 acres, an offer is considered to be made “in the DIFC” if it is actively directed at persons physically located in the DIFC.
When an offer is made “from the DIFC”, this means that the person making the offer is domiciled in the DIFC and directing offers to persons outside the DIFC.
The rules also apply when both the Offeror and the person who receives the offer are domiciled in the DIFC.
If a person intends to make an offer from within the DIFC, the DFSA must be adviced in writing. Details of the nature of the offer, as well as the jurisdiction in which the offer is to be made, should be supplied. The person should also comply with initial and continuing obligations that apply in that jurisdiction in relation to the offer of securities.
If you are making an offer in the DIFC, decide whether it will be a private (also called Exempt) or public (also called Prospectus) offer.
• Exempt Offer
• Prospectus Offer
All potential Issuers and Offerors are encouraged to contact the DFSA to discuss the requirements which may apply to their specific circumstances.