Dubai Financial Services Authority consults on ending regulation of offers of securities to the public from the DIFC

The Dubai Financial Services Authority (DFSA) has issued Consultation Paper No. 166 proposing amendments to the regime for offers of securities to the public made from the Dubai International Financial Centre (DIFC) to persons outside the DIFC. The DFSA proposes to remove these outbound public offers from its regulatory perimeter, citing duplication with target-jurisdiction requirements and benchmarking that other major regulators focus on offers made within their jurisdictions. The proposal would remove the Markets Law prospectus requirement for offers made “from” the DIFC and related consequences, including that such offers would no longer trigger Reporting Entity status and associated corporate governance, disclosure and financial reporting obligations. It would also remove the current requirement to notify the DFSA of the non-DIFC jurisdictions into which the offer will be made, and it proposes not to require DFSA non-involvement disclaimers in its rules, while noting the ongoing application of the Regulatory Law’s general prohibition on misleading, deceptive, fraudulent or dishonest conduct. To avoid the General Module financial promotion rules applying by default once the Markets Law and Markets Rules no longer regulate these offers, the DFSA also proposes to disapply the financial promotion rules for offers of securities to the public made “from” the DIFC. Comments are due by 16 June 2025. Following consultation, the DFSA plans to submit proposed Markets Law amendments for the necessary DIFC and Dubai consents and make parallel amendments to the Markets Rules, Islamic Finance Rules and General Module, and it will publish a further notice when the legislative and rulebook changes are completed.