A. | Information about the Issuer |
i. | the Issuer's name, legal structure, registered address, and head office location (if different); |
ii. | the Issuer's date of incorporation or registration; |
iii. | the identity of the Issuer’s parent company; |
iv. | the identities, business addresses, and functions of the Issuer’s owners, management and/or members; |
v. | whether any individual involved in the issuance, including the Issuer’s owners, management and/or members, has been convicted of any offence of dishonesty, fraud, financial crime or an offence under laws relating to companies, banking, insolvency, money laundering and insider dealing, and, to the extent permissible under applicable laws, whether any individual is subject to ongoing inquiries or investigations in respect of such offences; |
vi. | the business, business related and/or professional activities of the Issuer, including any regulatory authorisations or Licences, and its group; |
vii. | the Issuer’s financial condition over the past three (3) years, or since registration if the Issuer has existed for less than three years; |
viii. | an assessment based on a fair review of the development, performance, and position of the Issuer’s business over the past three (3) years, or since registration if the Issuer has existed for less than three (3) years, including the causes of any material changes. The assessment should be a balanced and comprehensive analysis of the Issuer’s business development, performance, and position, and should be consistent with the size and complexity of the business; |
ix. | a detailed description of the Issuer’s governance arrangements; |
x. | if the Issuer issues other Virtual Assets or undertakes other Virtual Assets Activities, this should be clearly stated; |
xi. | if there is any connection between the Issuer itself and the Entity or organisation that has control of the DLT used to issue the Virtual Assets, including if the DLT is run, managed or controlled by an Entity closely connected to the Issuer or other project participants; and |
xii. | details of all Entities (including businesses addresses or company domiciles) involved in the issuance and/or operation of the Virtual Asset, such as advisors, development teams, and/or VASPs. |
B. | Information about the Virtual Asset |
i. | the name, abbreviation or ticker handler of the Virtual Asset; |
ii. | a description of the characteristics of the Virtual Asset and all features and uses; |
iii. | information about the plans for the Virtual Asset and all related projects, including a description of the past and future milestones and resources already allocated; |
iv. | an explanation of the target market of the Virtual Asset, including any restrictions as regards the type of owners; |
v. | the name of any trading platform for Virtual Assets where admission to trading is or will be sought, and information about how investors can access such trading platforms and the costs involved; |
vi. | information about technical requirements necessary to own and/or hold the Virtual Asset, including but not limited the types of VA Wallets with which the Virtual Asset is compatible; |
vii. | a detailed description of the issuance structure of the Virtual Asset, in particular the number that will be issued, the issuance schedule, when all of the supply of the Virtual Asset will be made available and how many will be allocated or retained by any party, including but not limited to the Issuer, its investors and/or advisors; and |
viii. | the planned use of any proceeds or consideration received by the Issuer, in any form, related to issuing the Virtual Asset. |
C. | Information about the rights and obligations attached to the Virtual Asset |
i. | a description of the characteristics and functionality of the Virtual Asset being issued, including information about whether the functionality will change, and if so when such changes will take place; |
ii. | a description of the rights and obligations, if any, of the owner, and the procedure and conditions for the exercise of those rights; |
iii. | whether the rights represented by the Virtual Asset may differ depending on what DLT or platform the Virtual Asset is acquired or used; |
iv. | a description of the conditions under which the rights and obligations may be modified; |
v. | information on subsequent issuances or offers that may have a dilutive effect on the Virtual Asset being issued, and the number of units of the Virtual Asset retained by the Issuer itself; |
vi. | information on how and where the Virtual Asset can be purchased or sold after the issuance; |
vii. | any restrictions on the transferability, or additional steps required to give legal effect to a transfer of ownership, of the Virtual Asset that is being issued; |
viii. | a description of protection schemes protecting the value of the Virtual Asset or any initial investments in the Virtual Asset; |
ix. | information on the nature and enforceability of rights, including permanent rights of redemption and any claims that owners may have against the Issuer; |
xii. | information on the arrangements put in place by the Issuer to ensure the liquidity of the Virtual Asset, including the name of the Entities in charge of ensuring such liquidity; |
xiii. | the contact details for submitting complaints, and a description of the complaints-handling procedures and any dispute resolution mechanism or redress procedure established by the Issuer of the Virtual Asset; |
xiv. | detailed information on any rights of redemption and how the Virtual Asset is redeemed, including whether the owner will be able to choose the form of redemption, the form of transference, or the official currency of redemption; |
xv. | any material legal or regulatory considerations applicable to owning, storing, transferring, or otherwise using the Virtual Asset, including to give legal effect to a transfer of ownership; and |
xvi. | the law applicable to the Virtual Asset, as well as the competent court. |
D. | Information about underlying technology |
i. | information on the technology used, including DLTs, as well as protocols and technical standards, allowing for the holding, storing, and transfer of Virtual Assets; |
ii. | information on the consensus mechanism used by the DLT on which the Virtual Asset is issued including, where the Virtual Asset is issued on more than one DLT whether any variances in mechanisms used by different DLTs give rise to a variance in the rights of owners of the Virtual Asset; |
iii. | incentive mechanisms to secure transactions and any applicable fees; |
iv. | if the Virtual Asset is issued, transferred, and stored using DLT that is operated by the Issuer or a third-party acting on the Issuer’s behalf, a detailed description of the functioning of such DLT and information on the outcome of any audits, if such an audit was conducted, including what Entity carried out the audit; and |
v. | a statement on the environmental and climate-related impact of the Virtual Asset. |
E. | Information about the Licensed Distributor |
i. | name; |
ii. | legal form; |
iii. | registered address and head office, where different; |
iv. | VARA Licence number; |
v. | the name of the parent company; and |
vi. | business or professional activity of the Licensed Distributor and of its parent company. |
F. | Information about any initial offer to the public of the Virtual Asset |
i. | the reasons for any offer to the public; |
ii. | the amount that the offer to the public intends to raise denominated in AED, including any minimum and maximum target subscription goals set for the offer to the public of the Virtual Asset; |
iii. | whether oversubscriptions are accepted and how allocations will be determined in the event of oversubscription; |
iv. | a specific notice that purchasers participating in the offer to the public of Virtual Asset will be reimbursed if the minimum target subscription goal is not reached at the end of the offer to the public, or if the offer is cancelled, and a detailed description of the refund mechanism, including the expected timeline of when such refunds will be completed; |
v | the issue price of the Virtual Asset being offered to the public, denominated in both AED and/or any other Virtual Assets; |
vi. | the total number of Virtual Assets to be offered to the public, and the percentage of the total supply in circulation (i.e. supply available prior to the intended new issuance) of the Virtual Asset that the offer to the public represents; |
vii. | an indication of the prospective owners targeted by the offer to the public, including any restriction as regards the type of owners for such Virtual Assets; |
viii. | information about the various phases of the offer to the public of Virtual Assets, including information on discounted purchase prices for early purchasers of Virtual Assets (pre-public sales). In the case of discounted purchase prices for some purchasers, an explanation why purchase prices may be different, and a description of the impact on the other investors; |
ix. | for time-limited offers, the subscription period during which the offer to the public is open; |
x. | arrangements to safeguard funds or other Virtual Assets during the time-limited offer to the public or during the withdrawal period; |
xi. | methods of payment to purchase the Virtual Assets offered, and methods of transfer of the value to the purchasers when they are entitled to be reimbursed; |
xii. | information on any rights the Issuer has to withdraw or cancel the offer to the public; |
xiii. | information on the manner and time schedule of transferring the purchased Virtual Assets to the owners and/or holder; |
xiv. | expenses to be incurred by purchasers of the Virtual Asset related to the offer to the public of the Virtual Asset, including any applicable subscription fee or the method in accordance with which the offer price will be determined; |
xv. | potential conflicts of interest of the persons involved in the offer to the public arising in relation to the offer; and |
xvi. | the law applicable to the offer to the public of Virtual Assets, as well as the competent court. |