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Jabal Furas Fund

Private Placement of Units at a Unit Price is OMR 1.020.

(the offer price will be the nominal value per unit, which is OMR 1, in addition to 0.020 baizas per unit as

issue expenses)

Prospectus

This is an unofficial English translation of the original Prospectus prepared in Arabic and approved by the CMA pursuant to CMA Decision No. [] dated [] [] 2024.

Investment Manager

Issue Manager

Collecting Bank

Legal Advisers

Jabal Asset

Sohar International

Sohar International Bank SAOG

Al Busaidy, Mansoor

Management LLC

Bank SAOG

Jamal & Co.

TO ALL INVESTORS

This Prospectus contains material information regarding Jabal Furas Fund, an open-ended investment fund regulated by the Capital Market Authority (CMA) under the Securities Law (Royal Decree 46/2022). This Prospectus has been prepared in accordance with the rules and regulations issued by the CMA.

The CMA assumes no responsibility for the accuracy and adequacy of the statements and information contained in this Prospectus nor shall it have any liability for any damages or loss howsoever arising from the reliance upon or use of any part of the same by any person.

This Prospectus does not constitute an offer to sell or an invitation by or on behalf of the Fund to subscribe for Units in any jurisdiction outside Oman where such offering or subscription is, or may be, unlawful.

None of the Fund, Investment Manager, Investment Advisor, Issue Manager or Legal Advisor shall be held responsible for any information interpreted differently from the approved original Arabic Prospectus.

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[Insert photograph of His Majesty the Sultan of Oman]

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Jabal Furas Fund (under formation),

North Alkhuwair, Bousher

Muscat Governance

P.O. Box 23, P.C 103

Sultanate of Oman

An Open-Ended Fund

Private Placement of Units at a Unit Price is OMR 1.020.

(the offer price will be the nominal value per unit, which is OMR 1, in addition to 0.020 baizas per unit as issue expenses)

Offer Subscription Period - 14 March 2024 to 17 March 2024

Investment Manager

Issue Manager

Jabal Asset Management LLC

Sohar International Bank SAOG

Collecting Bank

Sohar International Bank SAOG

Auditor

Legal Adviser

Crowe Mak Ghazali LLC

Al Busaidy, Mansoor Jamal & Co

Custodian & Fund Administrator

Sohar International Bank SAOG

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Important Notice

The purpose of this Prospectus is to present material information that may assist potential investors to make an appropriate investment decision as to whether or not to subscribe for in the Units.

All investors should examine and carefully review this Prospectus in order to decide whether it would be appropriate for them to subscribe for the Units by taking into consideration all the information contained in this Prospectus, in particular the risk factors set out in Chapter IV.

Investors should not consider this Prospectus a recommendation by the Fund, the Sponsor, the Investment Manager, the Investment Advisor, the Issue Manager, the Collecting Bank or the Custodian and Fund Administrator (each as defined below) to subscribe for the Units.

No person has been authorised to make any statements or provide information in relation to the Fund, the Investment Manager or the Units other than the persons whose names are indicated in this Prospectus. Where any other person makes any statement or provides information it should not be taken as authorised by the Fund, the Sponsor, the Investment Manager, the Investment Advisor, the Issue Manager, the Collecting Bank or the Custodian and Fund Administrator.

This Prospectus does not constitute an offer to sell or an invitation by or on behalf of the Fund to subscribe for Units in any jurisdiction outside Oman where such offering or subscription is, or may be, unlawful. It is the responsibility of any Prospective Investor in possession of this Prospectus and any persons wishing to apply for Units to inform themselves of and to observe all applicable laws and regulations of any relevant jurisdiction when evaluating and/or subscribing for Units including to the legal requirements applicable when subscribing for Units, applicable exchange control regulations and taxes in the country of their respective citizenship, residence, domicile or incorporation.

The delivery of this Prospectus to a Prospective Investor or the issue of Units shall not be interpreted as a representation that there has been no change in the information contained in this Prospectus or that the affairs of the Fund have not changed since the date of this Prospectus.

US Persons are not permitted to subscribe for Units. The Units have not and will not be registered under the United States Securities Act 1933, the United States Investment Company Act 1940, or the securities laws of any of any of the States of the United States of America and may not be directly or indirectly offered or sold in the United States of America or for the account or benefit of any US Person.

Investments made by the Fund are subject to market fluctuations and to the risks inherent in all investments. Therefore, the NAV of Units may go down as well as up and the value of an Investor's investment may be subject to sudden and substantial loss.

The Units may not be a suitable investment for all investors. Every Prospective Investor is responsible for undertaking its own independent evaluation of making an investment in the Units including obtaining professional advice on the investment in the Units and for conducting an independent evaluation of the information and assumptions contained in this Prospectus using whatsoever analysis or projections the investor deems appropriate in light of its own circumstances. In particular, each potential investor should:

  • have sufficient knowledge and experience to make a meaningful evaluation of the Units, the merits and risks of investing in the Units and the information contained in this Prospectus;
  • have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial situation, an investment in the Units and the impact the Units will have on its overall investment portfolio;

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  • have sufficient financial resources and liquidity to bear all of the risks of an investment in the
    Units including where the currency of payment is different from the potential investor's currency;
  • understand thoroughly the terms of the Units and be familiar with the behaviour of any relevant indices and financial markets; and
  • be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic and other factors that may affect its investment and its ability to bear the applicable risks.

Sources of Information and Forward Looking Statements

DISCLAIMER: Unless otherwise noted, the information in this Prospectus has been derived from sources believed to be accurate as of the date of this Prospectus. Information derived from different sources is believed to be reliable; however, we do not independently verify or guarantee its accuracy or validity. This material contains general information only and should not be construed as investment advice, recommendation or be relied on in any way as a guarantee, promise, forecast or prediction of future events regarding an investment or the markets in general. The opinions and predictions expressed are subject to change without prior notice. Subject to any contrary provisions of applicable law, JAM and its respective affiliates, and officers, directors, employees, agents, disclaim any express or implied warranty of reliability or accuracy and any responsibility arising in any way for errors or omissions in this document or in the information or data provided in this document.

Past performance is not a reliable indicator of future performance and should not be relied upon to make investment decisions. The value of investments and the income from them may fall as well as rise. Past performance is no guarantee of future results and should not be relied upon to make an investment decision. Investing involves risk, including possible loss of principal. The financial market outlook is based on current market conditions. There is no assurance that such events or projections will occur and actual conditions may be significantly different than that shown here. This Prospectus may contain 'forward looking' information that is not purely historical in nature. These forward-looking statements generally can be identified by words or phrases such as "aim", "anticipate", "believe", "expect", "estimate", "intend", "objective", "plan", "project", "shall", "will", "will continue", "will pursue" or other words or phrases of similar import. Similarly, statements that describe the Fund's strategies, objectives, plans or goals are also forward-looking statements. Such information may include, among other things, projections and forecasts. There is no guarantee that any forecasts made will come to pass. All forward-looking statements are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those contemplated by the relevant forward-looking statements. The Sponsor has conducted the required due diligence to the best of their knowledge and believes that the Prospectus reflects the executable future plan of the Fund. Reliance upon information in this material is at the sole discretion of the reader. Important factors that could cause actual results to differ materially from the Fund's expectations include, among others:

  • Global and local economic and business conditions;
  • Changes in interest rates;
  • Inability to estimate future performance;
  • Inability to find suitable investments; and
  • Changes in laws and regulations that apply to the Fund or its investments.

For a further discussion of factors that could cause actual results to differ, see Chapter IV entitled "Risk Factors" of this Prospectus.

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This Prospectus has been authorized and approved by the CMA and will be governed by the rules and regulations of the Sultanate of Oman and the CMA.

The CMA is not responsible for the accuracy and adequacy of the information provided in this Prospectus. The CMA does not take any responsibility for any loss that may arise from dependence on information contained in this Prospectus. The CMA has not assessed the suitability of the Units to which this Prospectus relates to any particular investor or type of investor.

The Arabic language version is the official version of this Prospectus. In case of any difference or discrepancy between Arabic and English versions, the Arabic version shall prevail.

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Table of Contents

Chapter I ABBREVATIONS AND DEFINITIONS

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Chapter II SUMMARY

12

Chapter III OFFER EXPENSES

14

Chapter IV RISK FACTORS

15

Chapter V THE FUND AND ITS INVESTMENT POLICY

17

Chapter VI INVESTMENT RATIONALE

19

Chapter VII THE MANAGEMENT BODY

21

Chapter VIII THE INVESTMENT MANAGER

24

Chapter IX OTHER SERVICE PROVIDERS

27

Chapter X SUBSCRIPTION CONDITIONS AND PROCEDURES

31

Chapter XI REDEMPTION OF UNITS

35

Chapter XII NET ASSET VALUE

38

Chapter XIII UNIT OWNERSHIP AND RIGHTS

40

Chapter XIV FEES & CHARGES

44

Chapter XV Fund Accounting and taxation

46

Chapter XVI Undertakings

49

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CHAPTER I

ABBREVATIONS AND DEFINITIONS

Administrator

Articles of Association

Baisa/Bzs Rial

Business Day

Business Hours

Collecting Bank

Continuous Offer Period

CMA

CMA Regulations

Custodian

Custodian Agreement

Developed Markets

Dividend

EGM

Entity responsible for administration of the Fund, as per the Fund Administration Services Agreement.

Articles of association of the Fund, which set out the rights, obligations and powers of Unitholders, the Fund, the Investment Manager and service providers.

Omani Baisa (bzs 1,000 = 1 Rial Omani).

Any day on which banks in Oman are open for business in Oman.

Official banking hours presently 8.00 am to 2.00 pm.

A bank appointed to collect applications for Units during the Initial Subscription Period.

Period when the Fund reopens for continuous Subscription and Redemption of Units following the conclusion of the Initial Subscription Period.

Capital Market Authority of Oman.

Capital Market Law Executive Regulation issued pursuant to CMA Decision No. 1/2009.

Company/entity responsible for safekeeping the assets of the Fund as per the terms of the Custodian Agreement.

Agreement signed between the Custodian and the Fund, represented by the Management Body.

Financial markets that are considered most developed with regard to their economy, ease of access to its capital markets, liquidity, foreign ownership laws, and corporate governance requirements as determined by the Investment Manager.

Distribution per Unit made by the Fund to Unitholders.

Extraordinary General Meeting of the Unitholders.

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Embargoes

Financial Year

Fund

Fund Administration Services Agreement

GCC

GDP

General Meeting

IAS

IFRS

Initial Subscription Period

Investment Management Agreement

Investment Manager

Jabal Assets Management or JAM

Management Body

MSX

NAV (of the Fund)

Countries subject to comprehensive sanctions, bans on trade, or other like prohibitions imposed by any applicable statute, law or regulations of the Sultanate of Oman, the United States of America, the European Union, the United Kingdom, Hong Kong and the United Nations.

The period of twelve months starting on 1 January and ending on 31 December of that particular year.

Jabal Furas Fund

Agreement signed between the Administrator and the Fund pursuant to which the Administrator provides investment fund administration services to the Fund.

Gulf Cooperation Council comprising Bahrain, Kuwait, Oman, Qatar, Saudi Arabia and United Arab Emirates.

Gross Domestic Product.

The General Meeting of the Unitholders.

International Accounting Standards

International Financial Reporting Standards.

The period during which Units of the Fund will be available for subscription at the Initial Subscription Price.

The agreement signed by the Investment Manager and the Fund.

The entity responsible for managing the assets of the Fund, as per the Investment Management Agreement.

Means Jabal Asset Management LLC, a limited liability company registered under the laws of the Sultanate of Oman and licensed by the CMA to undertake Portfolio management, Investment management; and Managing investment funds.

A body having overall responsibility for the affairs of the Fund and comprising the persons whose details appear in Chapter VIIof this Prospectus.

Muscat Stock Exchange Company SAOC.

The total assets less all liabilities of the Fund. The Net Asset Value of the Fund is calculated and published on a weekly basis.

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Sohar International Bank SAOG published this content on 14 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 13 March 2024 04:46:04 UTC.