MAR 1.1.2(1)(b): is an offer that meets both (2)(c) and (2)(d) meant to lose the placement exemption?

MAR 1.1.2(1)(b) exempts an offer by way of placement only if it satisfies "one and one only" of the conditions in (2); (1)(c) allows combinations only where one of them is (a), (b) or (m). An offer of Securities denominated in units of at least USD 100,000 (condition (d)) and issued at or above that amount also meets condition (c), because every investor pays at least USD 100,000. Read literally, such an offer is not exempt unless it also meets (a), (b) or (m), while the same offer issued below USD 100,000 per unit would be. For Exempt Securities, MAR 1.2.2(1) uses "one or more of the conditions". The words "one and one only" may be meant to stop the stacking of exemptions, but the text does not say which combinations are excluded.

Proposed correction

Please confirm whether an offer that meets both conditions 1.1.2(2)(c) and (d) is meant to lose the exemption unless 1.1.2(1)(c) applies. If not, please consider "one or more of the conditions", or name the conditions that may not be combined.

Jurisdiction

Kazakhstan — AIFC

Act

AIFC Market Rules (MAR), V13

Place

MAR V13, 1.1.2(1)(b) (rule), page 9

Record

Question of reading or data

Class

Question of reading or data

Where it arose

The amending act

Arxo's conclusion

Confirmed

Official text

Unchanged at last check

Last checked

2026-10-24

Evidence

Contradiction within the text. Quotations are verbatim from the official material; translations are ours and marked.

the offer satisfies one and one only of the conditions mentioned in subsection (2) below; or

the offer satisfies one or more of conditions (a), (b) and (m) in subsection (2) below.

the offer is directed at investors who acquire Securities for a total consideration of at least USD100,000 (or an equivalent amount in another currency) per Person for each separate offer; or

the Securities being offered are denominated in amounts of at least USD100,000 per unit (or an equivalent amount in another currency); or

the offer satisfies one and one only of the conditions mentioned in subsection (2) below, or

Prospectus, if such Securities satisfy one or more of the conditions specified below:

How to check it without Arxo's tools

1. Open Market Rules V13., (with amendments as of 7 December 2025, which commence on 1 January 2026) and find MAR V13, 1.1.2(1)(b) (rule), page 9; MAR V13, 1.1.2(1)(c) (rule), page 9; MAR V13, 1.1.2(2)(c) (rule), page 9 (same words also in 1.2.2(1)(c)); MAR V13, 1.1.2(2)(d) (rule), page 9 (same words also in 1.2.2(1)(d)); MAR V13 1.2.2(1) (Exempt Securities), page 11. Compare the text with the quotation above. A copy is kept in this register: 163c0ad176174003-mar_v13_01.01.2026.pdf (SHA-256 163c0ad17617400321bc039bc3f91829586cbde62fec9a8d37e946d417252e7d, copy of the official file).
2. Open Market Rules A1., with amendments as of 4 July 2018, commence on 11 July 2018 and find MAR Amendments No. 1 (approved 4 July 2018), 1.1.2(1)(b) inserted (underlined on the rendered page). Compare the text with the quotation above. A copy is kept in this register: a1ce119d9bd5b80f-mar_a1_04.07.2018.pdf (SHA-256 a1ce119d9bd5b80f2c68c30f1878b5d9085f0dd84061a80875d0d816533b4af2, copy of the official file).
3. The finding holds if the quoted passages read as shown and the comparison gives the result stated at the top of this page. If it does not, write to us with the record ID.

How this finding was made

AI agents read the official texts, turned the provisions concerned into executable rules and ran the comparison; they also drafted this record. A person at Arxo checked the finding and approved the report before it was sent (2026-10-27).

Responsible institutions

• Astana Financial Services Authority (AFSA) — author of the AIFC Rules

Reported to

Responses

No response recorded.

Documents and reproduction

• Market Rules V13., (with amendments as of 7 December 2025, which commence on 1 January 2026)
• Market Rules A1., with amendments as of 4 July 2018, commence on 11 July 2018

History

1. 2026-10-24Confirmed by Arxo
2. 2026-10-27Entered in the register
3. 2026-10-27Reported to Astana Financial Services Authority (AFSA) (e-mail)

Cite this record

Arxo Law, Arxo Findings Register, ARXO-2026-0092, https://arxo.io/findings/ARXO-2026-0092/ (status as of 2026-10-24). Data: ARXO-2026-0092.json.