• COLL Schedule 5 COLL Schedule 5 Prospectus content—REITs

    (see rule 5.2.3)

    Inserted by QFCRA RM/2016-1 (as from 19th September 2016)

    • COLL S5.1 Document status

      A statement that the document is the prospectus of the REIT as at a particular date.

      Inserted by QFCRA RM/2016-1 (as from 19th September 2016)

    • COLL S5.2 Description of scheme etc

      The following information and statements:

      (a) the name of the REIT;
      (b) that the REIT is a real estate investment trust and is registered as a REIT under the Collective Investment Schemes Rules 2010;
      (c) the registration number given to the REIT by the Regulatory Authority;
      (d) whether the REIT is a collective investment company or a collective investment trust;
      (e) the exchange where the REIT is listed;
      (f) the nature of the commitment that participants will enter into;
      (g) details of any transactions entered into, or proposed to be entered into, with affected persons;

      Note For the meaning of affected person, see rule 5.1.1.
      (h) full particulars of the nature and extent of the interest (if any) of affected persons in the immovables owned, or proposed to be acquired, by the REIT;
      (i) details of significant participants and the number or percentage of units held, or proposed to be held, by each of them;
      (j) a statement to explain the standards according to which property valuations are made;
      (k) the insurance arrangement for the REIT;
      (l) a statement of any material policy regarding immovables;
      (m) the percentage (at least 80%) of its audited annual net income (adjusted to exclude any fair value capital gains) that the REIT intends to distribute to unitholders;
      (n) the maximum percentage of the REIT's gross asset value at any time that may consist of property-related assets that are not traded or dealt in on the markets specified in the constitutional document;
      (o) the maximum percentage of the REIT's gross asset value at any time that may consist of immovables that are unoccupied and non-income-producing, or are in the course of substantial development, redevelopment or refurbishment;
      (p) the maximum percentage of the REIT's gross asset value at any time that may be invested in immovables that are subject to a security interest held otherwise than by the independent entity or its nominee or delegate;
      (q) if the REIT is an Islamic fund—that the REIT is an Islamic fund;
      (r) that the unitholders are not liable for:
      (i) the debts and other liabilities of the REIT; or
      (ii) acts or omissions of the operator or independent entity;
      (s) if the REIT has not started to operate—when it is expected to start to operate;
      (t) if the duration of the REIT is limited—a statement to that effect, an indication of the duration and, if appropriate, of any conditions for extending the duration;
      (u) the base currency of the REIT;
      (v) if the REIT is a CIC—its capital structure, including the maximum and minimum sizes of its capital;
      (w) if applicable, any minimum initial investment;
      (x) that any notice or other document may be served on the operator or independent entity at its registered address in the QFC or, if the independent entity is not an authorised firm, at its address for service;
      (y) the circumstances in which the REIT may be wound up, and a summary of the procedure for, and the rights of the unitholders under, a winding-up;
      (z) the governing law for the REIT.
      Inserted by QFCRA RM/2016-1 (as from 19th September 2016)

    • COLL S5.3 Islamic funds

      If the REIT is an Islamic fund, the following information:

      (a) that all operations of the REIT must be conducted in accordance with Shari'a;
      (b) the names of the members of the Shari'a Supervisory Board and their qualifications and education;
      (c) the manner and frequency of Shari'a reviews;
      (d) the disclosure required by AAOIFI FSA 14.
      Inserted by QFCRA RM/2016-1 (as from 19th September 2016)

    • COLL S5.4 Investment objectives and policy etc

      The following information in relation to the REIT's investment objectives, strategies and policy:

      (a) the REIT's investment objectives (including its financial objectives) and, in particular:
      (i) the types of investments in which it may invest; and
      (ii) the REIT's investment strategies, including its approach to borrowing and gearing;
      (b) the REIT's policy for achieving its investment objectives, including:
      (i) the general nature of the portfolio and any intended specialisation;
      (ii) the policy for the spreading of risk in the scheme property; and
      (iii) the policy in relation to the exercise of borrowing powers;
      (c) a list of the jurisdictions where immovables in which the REIT may invest are located;
      (d) if investment in an immovable has been, or is to be, made through an intermediate holding vehicle or vehicles—a statement disclosing the existence of the vehicle or vehicles and confirming that the purpose of each vehicle is to enable the REIT to hold immovables;
      (e) an indication of any limits on the investment policy;
      (f) the types of assets that the scheme property may consist of;
      (g) the proportion of the scheme property that may consist of an asset of any description;
      (h) the kind of transactions that may be effected for the REIT and an indication of any techniques and instruments or borrowing powers that may be used in the REIT's management;
      (i) for rule 7.1.7 (1) (b) (What is an eligible market?), a list of the markets through which the REIT may invest or deal in investments;
      (j) any restrictions on the assets in which scheme property may be invested, including restrictions on the extent to which the REIT may invest in any type of asset and an indication of whether the restrictions are more onerous than those otherwise applying under COLL;
      (k) the borrowing restrictions applying to the REIT;
      (l) if the REIT may invest in other schemes—the extent to which the scheme property may be invested in units in schemes that are managed by the operator or any associate of the operator;
      (m) the profile of the typical investor for whom the REIT is designed;
      (n) the historical performance (if any) of the REIT;
      (o) if the REIT's net asset value is likely to have high volatility because of its portfolio composition or the portfolio management techniques that may be used—a prominent statement to that effect;
      (p) a statement that any unitholder may obtain on request the information listed in COLL, rule 5.2.2 (2) (Prospectus etc to be made available).
      Inserted by QFCRA RM/2016-1 (as from 19th September 2016)

    • COLL S5.5 Distributions, accounting and reporting dates etc

      (1) Information about reporting, accounting and distribution, including the following:
      (a) the accounting and distribution dates;
      (b) a description of procedures:
      (i) for calculating and applying income (including how any distributable income must be paid);
      (ii) relating to unclaimed distributions; and
      (iii) if relevant, for calculating, paying and accounting for income equalisation;
      (c) the accounting reference date and when annual and half-yearly long reports must be published;
      (d) when annual and half-yearly short reports must be sent to unitholders.
      (2) Details of the main taxes levied on the REIT's income and capital, including tax (if any) deducted on distributions to unitholders.
      Inserted by QFCRA RM/2016-1 (as from 19th September 2016)

    • COLL S5.6 Characteristics of units in the REIT

      Information about the following:

      (a) if there are 2 or more classes of units in issue or available for issue—the name of each class and the rights attached to each class so far as they differ from the rights attached to other classes;
      (b) how unitholders may exercise their voting rights and what these are;
      (c) if mandatory conversion of units from a class to another class may be required—in what circumstances that may be required;
      (d) for a REIT that is a CIT—the fact that the nature of the right represented by units is that of a beneficial interest under a trust;
      (e) documents evidencing title to units.
      Inserted by QFCRA RM/2016-1 (as from 19th September 2016)

    • COLL S5.7 Operator

      The following information about the operator:

      (a) its name;
      (b) the nature of its legal status;
      (c) the date and place of its incorporation;
      (d) the address of its registered office in the QFC;
      (e) if it is a subsidiary—the name of its ultimate parent entity and the jurisdiction where the parent entity is incorporated;
      (f) if the duration of its legal status is limited—when its legal status will or may cease;
      (g) if it has share capital—the amount of its issued share capital and the amount paid up;
      (h) a summary of its functions under COLL in relation to the REIT;
      (i) a summary of the material provisions of the contracts to which it is a party in relation to the REIT that may be relevant to unitholders, including provisions (if any) relating to remuneration, remuneration sharing, termination, compensation on termination, and indemnity;
      (j) a summary of any outsourcings it has entered into in relation to the REIT;
      (k) the operator's policy in relation to the operator holding units in the REIT.
      Inserted by QFCRA RM/2016-1 (as from 19th September 2016)

    • COLL S5.8 Independent entity

      (1) The following information about the independent entity:
      (a) its name;
      (b) the nature of its legal status;
      (c) the date and place of its incorporation;
      (d) whether it is an authorised firm;
      (e) if it is an authorised firm—the address of its registered office in the QFC;
      (f) if it is not an authorised firm—the following:
      (i) its contact details and address for service;
      (ii) the regulatory regimes and legal systems (including insolvency laws) to which it is subject;
      (iii) the regulatory authorisations (however described) held by it;
      (iv) its arrangements for safeguarding the scheme property and its use of agents and service providers;
      (v) the obligations applying to it, and the recourse available against it by the operator, the Regulatory Authority and unitholders, under those regulatory regimes and legal systems in relation to anything done or not done by it in relation to the REIT;
      (vi) whether it has submitted to the jurisdiction of the Regulatory Authority, the QFC Court or both;
      (g) if it is a subsidiary—the name of its ultimate parent entity and the jurisdiction where the parent company is incorporated;
      (h) if the duration of its legal status is limited—when its legal status will or may cease;
      (i) if it has share capital—the amount of its issued share capital and the amount paid up;
      (j) a summary of its functions under COLL in relation to the REIT;
      (k) a summary of the material provisions of the contracts to which it is a party in relation to the REIT that may be relevant to unitholders, including provisions (if any) relating to remuneration, remuneration sharing, termination, compensation on termination, and indemnity;
      (l) a description of its main business activity;
      (m) a summary of any outsourcings it has entered into in relation to the REIT.
      (2) If the independent entity is not an authorised firm, a statement that the scheme property may be held in a jurisdiction outside the QFC and that the market practices, insolvency law and legal system applying in that jurisdiction may differ from those applying in the QFC.
      Inserted by QFCRA RM/2016-1 (as from 19th September 2016)

    • COLL S5.9 Investment adviser and independent valuer

      (1) If an investment adviser is retained in relation to the business of the REIT:
      (a) the adviser's name;
      (b) whether the adviser is an authorised firm;
      (c) if it conducts a significant activity other than providing services to the REIT as an investment adviser—what the significant activity is; and
      (d) a summary of the material provisions of the contracts to which the adviser is a party in relation to the REIT that may be relevant to unitholders, including provisions (if any) relating to remuneration, remuneration sharing, termination, compensation on termination, and indemnity.
      (2) The following information about the standing independent valuer:
      (a) the valuer's name;
      (b) a summary of the material provisions of the contracts to which the valuer is a party in relation to the REIT that may be relevant to unitholders, including provisions (if any) relating to remuneration, remuneration sharing, termination, compensation on termination, and indemnity.
      Inserted by QFCRA RM/2016-1 (as from 19th September 2016)

    • COLL S5.10 Auditor

      The name and address of the auditor of the REIT.

      Inserted by QFCRA RM/2016-1 (as from 19th September 2016)

    • COLL S5.11 Relationships with other parties

      The relevant details of the following:

      (a) the names of each member (however described) of the governing body of the operator, the independent entity or, for a CIC, the CIC;
      (b) the business activities of each person named under paragraph (a) if these activities are of significance to the REIT's business;
      (c) if any person named under paragraph (a) is a corporation in a group of which any other corporation member (however described) of the governing body is a member—that fact;
      (d) if an investment adviser retained in relation to the REIT's business is a corporation in a group of which any corporation member (however described) of the governing body of the operator, the independent entity or, for a CIC, the CIC is also a member—that fact;
      (e) if an investment adviser retained in relation to the business of the REIT has the operator's authority to make decisions for the operator—that fact and a description of the matters in relation to which it has authority;
      (f) what functions (if any) the operator or independent entity has outsourced and to whom;
      (g) in what capacity (if any) the operator acts in relation to any other schemes and the name of each of those schemes.
      Inserted by QFCRA RM/2016-1 (as from 19th September 2016)

    • COLL S5.12 Register of unitholders

      (1) The address in the QFC where the unitholder register, or a copy of the register, is available for inspection by unitholders and when it can be inspected.
      (2) How and when unitholders can obtain information about their holdings of units and substantial holders of units.
      Inserted by QFCRA RM/2016-1 (as from 19th September 2016)

    • COLL S5.13 Payments out of scheme property

      (1) In relation to each type of payment from the scheme property, details of the following:
      (a) who the payment is made to;
      (b) what the payment is for;
      (c) if available, the rate or amount;
      (d) if the rate or amount is not available—how it must be calculated and accrued;
      (e) when must it be paid;
      (f) if a performance fee is taken—a plain English statement of the maximum amount or percentage of the scheme property that the performance fee might represent in an annual accounting period together with examples of the operation of the performance fee.
      (2) How notice must be given to unitholders of the operator's intention to do any of the following:
      (a) introduce a new category of remuneration for its services;
      (b) increase the basis of any current charge;
      (c) change the basis of the treatment of a payment from the capital property.
      (3) A table substantially in the form of table S5.13 illustrating the effect of charges and expenses, together with the notes and statements following the table.

      Table S5.13 Charges and expenses for the REIT

      One-off charges taken before or after you invest
      Entry charge [insert percentage]%1
      Exit charge [insert percentage]%11
      This is the maximum that might be taken out of your money [insert as applicable before it is invested or before the proceeds of your investment are paid out].
       
      Charges taken from the REIT over a year
      Ongoing charges [insert percentage]%2
       
      Charges taken from the REIT under certain specific conditions
      Performance fees [insert percentage]% a year of any returns the REIT achieves above [insert name of benchmark].
      Note 1 The percentages shown in the entry and exit charges are the maximum figures. In some cases you might pay less.

      Note 2 The percentage for the ongoing charges is based on expenses for the year ending [insert year]. This figure may vary from year to year. Ongoing charges excludes:
      •    performance fees
      •    portfolio transaction costs, other than entry and exit charges incurred when buying or selling units in another collective investment scheme.
      Statements about charges and expenses

      The charges you pay are used to pay the costs of running the scheme, including the costs of marketing and distributing it. These charges reduce the potential growth, and rate of return, of your investment.
      (4) For a REIT that holds an immovable through an intermediate holding vehicle or vehicles—a warning that the timing of distributions of income may depend on the law of the jurisdiction where the vehicle or vehicles are established.
      Inserted by QFCRA RM/2016-1 (as from 19th September 2016)

    • COLL S5.14 Allocation of payments

      If, in accordance with COLL, any income expense payments may be treated as a capital expense:

      (a) that fact;
      (b) the operator's policy for treating any income expense as a capital expense; and
      (c) a statement that this policy may result in capital erosion or constrain capital growth.
      Inserted by QFCRA RM/2016-1 (as from 19th September 2016)

    • COLL S5.15 Valuation and pricing

      (1) A provision stating that there must be only a single forward price for any unit calculated from time to time by reference to a particular valuation point.
      (2) Details of the following:
      (a) how frequently, and at what times of the day, the scheme property must be regularly valued to calculate the price at which units in the REIT may be issued, and a description of any circumstances in which the scheme property may be specially valued;
      (b) how the value of the scheme property must be calculated in relation to each purpose for which it must be valued;
      (c) how the price of units in each class must be calculated;
      (d) where, and at what frequency, the most recent prices must be published.
      Inserted by QFCRA RM/2016-1 (as from 19th September 2016)

    • COLL S5.16 Dealing

      Details of the following:

      (a) the dealing days, and times on a dealing day, when the operator must receive instructions to issue units;
      (b) the procedures for:
      (i) the issue of units; and
      (ii) the settlement of transactions;
      (c) for a prospectus available during the initial offer period:
      (i) the initial offer period;
      (ii) the initial price of a unit (in the base currency);
      (iii) the arrangements for issuing units during the initial offer period, including the operator's intentions on investing the subscriptions received during the initial offer period;
      (iv) the circumstances when the initial offer must end;
      (v) whether units may be issued in a currency other than the base currency; and
      (vi) any other relevant details of the initial offer;
      (d) details of the minimum number, percentage or value of each class of unit in the REIT that:
      (i) any single person may hold; and
      (ii) may be the subject of any single transaction of issue or sale;
      (e) whether certificates may be issued in relation to registered units;
      (f) if relevant, the circumstances in which the operator may arrange for, and the procedure for, the issue of units otherwise than for cash;
      (g) the exchange or exchanges on which units in the REIT are or will be listed or dealt.
      Inserted by QFCRA RM/2016-1 (as from 19th September 2016)

    • COLL S5.17 Disclosure about transactions with affected persons

      The following information about any transaction with an affected person:

      (a) any beneficial interests of the affected person, and any changes to those interests, in the REIT;
      (b) any conflict of interest involving the affected person;
      (c) the measures to identify, manage and monitor conflicts of interest involving the affected person.

      Note If the operator operates more than 1 scheme and a transaction involves 2 or more of them, the transaction is taken to be a transaction with an affected person for each scheme, see rule 12.6.10 (5).
      Inserted by QFCRA RM/2016-1 (as from 19th September 2016)

    • COLL S5.18 Disclosure about competing business of affected persons

      (1) If an affected person has an interest in a business that competes, or is likely to compete, with the REIT (whether directly or indirectly), the following information and statements:
      (a) the business and its management;
      (b) the nature, scope and size of the business;
      (c) how the business competes, or is likely to compete, with the REIT.
      (2) If relevant, the following must be included in the disclosure:
      (a) a statement from the affected person that:
      (i) it is capable of performing its duty to the REIT independently of the business; and
      (ii) it will perform its duty independently and in the best interests of the REIT and the unitholders;
      (b) a statement that the REIT may acquire any of the business or assets of the affected person.

      Note For the obligation of the operator to notify unitholders of any significant change to the information required to be disclosed under this rule, see rule 12.6.12.
      Inserted by QFCRA RM/2016-1 (as from 19th September 2016)

    • COLL S5.19 Disclosure about sale of immovable by affected persons

      If an affected person has, for the purpose of the establishment of the REIT, agreed to sell an immovable to the REIT, the following information and statements:

      (a) the results of the valuation made by an independent valuer;
      (b) the price to be paid for the immovable;
      (c) the terms of the transaction.
      Inserted by QFCRA RM/2016-1 (as from 19th September 2016)

    • COLL S5.20 Disclosure about custodianship by operator and transactions of operator with affected persons

      (1) If the operator itself acts as custodian of an immovable, the following information and statements:
      (a) a statement that the operator acts as custodian of the immovable;
      (b) a description of the risks that may arise as a result of it acting as custodian;
      (c) a description of the systems and controls that it has in place to ensure that the immovable is properly segregated and protected.
      (2) If the operator has approval to enter into transactions with affected persons for the acquisition or sale of immovables in Qatar without obtaining prior unitholder approval in each case, a statement of that fact.
      Inserted by QFCRA RM/2016-1 (as from 19th September 2016)

    • COLL S5.21 Dilution

      Details of what is meant by dilution, including:

      (a) a statement explaining:
      (i) that is not possible to predict accurately whether dilution is likely to happen;
      (ii) that a dilution adjustment is required to reduce the effect of dilution; and
      (iii) the operator's policy in relation to requiring a dilution levy together with an explanation of how this policy may affect the future growth of the REIT; and
      (b) a statement of the following:
      (i) the operator's policy in deciding when to require a dilution levy, including the operator's policy on large deals;
      (ii) the estimated rate or amount of any dilution levy or dilution adjustment based on historical data or future projections;
      (iii) the likelihood that the operator may require a dilution levy or make a dilution adjustment and the basis (historical or projected) on which the statement is made.
      Inserted by QFCRA RM/2016-1 (as from 19th September 2016)

    • COLL S5.22 Issue charges

      If relevant, a statement authorising the operator to make an issue charge and specifying the basis for, and current amount or rate of, the charge.

      Inserted by QFCRA RM/2016-1 (as from 19th September 2016)

    • COLL S5.23 Meeting of unitholders

      Details of the following:

      (a) the procedures for calling meetings of unitholders;
      (b) resolutions and voting at meetings of unitholders;
      (c) voting rights of unitholders;
      (d) the matters that require the approval of unitholders;
      (e) for a CIC—whether annual general meetings must be held.
      Inserted by QFCRA RM/2016-1 (as from 19th September 2016)

    • COLL S5.24 General information

      Details of the following:

      (a) the REIT's accounting standard;
      (b) the address in the QFC where copies of the constitutional document, any amending or supplemental instrument, and the most recent annual and half-yearly reports, may be inspected and copies may be obtained;
      (c) how any notice or other document must or may be served on unitholders;
      (d) the extent to which and the circumstances in which:
      (i) the REIT is liable to pay or incur tax on any appreciation in the value of the scheme property or on the income derived from the scheme property; and
      (ii) deductions by way of withholding tax may be made from distributions of income to unitholders;
      (e) any possible fees or expenses not otherwise mentioned in this Schedule, distinguishing between those to be paid by a unitholder and those to be paid out of the scheme property;
      (f) if applicable, the names and addresses of any banker, lawyer, registrar, and any other person, conducting any significant activities in relation to the REIT.
      Inserted by QFCRA RM/2016-1 (as from 19th September 2016)

    • COLL S5.25 Mandatory statement about prospectus

      The following statement prominently displayed on the first page (not including any cover page) of the prospectus:

      'This prospectus relates to a collective investment scheme established in the Qatar Financial Centre and registered by the Qatar Financial Centre Regulatory Authority (the Regulatory Authority) as a real estate investment trust.

      The Regulatory Authority is not responsible for reviewing or verifying this prospectus or any related documents. The Regulatory Authority has not approved this prospectus or any related documents nor has the Regulatory Authority taken any steps to verify the statements, information or provisions in the prospectus or any related documents. The Regulatory Authority takes no responsibility for the accuracy of statements, information or provisions in this prospectus or any related documents.

      Returns from units go down as well as up and you may also lose all or part of your investment.

      Past performance of units is not a reliable indicator of future performance.

      Prospective purchasers of the units offered should conduct their own due diligence and consider seeking independent legal and financial advice before deciding to invest in the scheme.'

      Inserted by QFCRA RM/2016-1 (as from 19th September 2016)

    • COLL S5.26 Other additional information

      The following information:

      (a) if there is any arrangement intended to result in a particular capital or income return from a holding of units in the REIT or any investment objective of giving protection to the capital value of, or income return from, such a holding:
      (i) details of the arrangement or protection;
      (ii) for any related guarantee—sufficient details of the guarantor and the guarantee to enable a fair assessment of the value of the guarantee;
      (iii) a description of the risks that could affect achieving the return or protection; and
      (iv) details of the arrangements by which the operator must give the unitholders notice of any action required by the unitholders to obtain the benefit of any related guarantee;
      (b) whether notice has been given to unitholders of the operator's intention to propose a change to the REIT and, if so, particulars of the notice;
      (c) any other matter that the Regulatory Authority directs the operator to state in the prospectus.
      Inserted by QFCRA RM/2016-1 (as from 19th September 2016)