5.3.6 Behaviour that does not constitute Insider Dealing - use of own knowledge
The mere fact that a Person uses its own knowledge that it has decided to acquire or dispose of Securities in the acquisition or disposal of those Securities will not of itself constitute use of Inside Information.
Guidance: Behaviour that does not constitute Insider Dealing
Notwithstanding the provisions in MAR 5.3.4 to MAR 5.3.6, an infringement of the prohibition of Insider Dealing may still be deemed to have occurred if the AFSA establishes that there was an illegitimate reason for the orders to trade, transactions or behaviours concerned.
5.4 Market Manipulation
5.4.1 Market Manipulation
Market Manipulation comprises the activities set in MAR 5.4.2 and includes the conduct set out in MAR 5.4.3.
5.4.2 Market Manipulation Activities
The following activities constitute Market Manipulation:
(a) entering into a transaction, placing an order to trade or any other behaviour which:
(і) gives, or is likely to give, false or misleading signals as to the supply of, demand for, or price of, a Security; or
(ii) secures, or is likely to secure, the price of one or several Securities at an abnormal or artificial level;
unless the Person entering into a transaction, placing an order to trade or engaging in any other behaviour establishes that such transaction, order or behaviour have been carried out for legitimate reasons, and conform with an accepted market practice MAR 5.4.4 (Accepted Market Practice); and
(b) entering into a transaction, placing an order to trade or any other activity or behaviour which affects or is likely to affect the price of one or several Securities, which employs a fictitious device or any other form of deception or contrivance; and
(c) disseminating information through the media, including the internet, or by any other means, which gives, or is likely to give, false or misleading signals as to the supply of, demand for, or price of, a Security, or secures, or is likely to secure, the price of one or several Securities, at an abnormal or artificial level, including the dissemination of rumours, where the Person who made the dissemination knew, or ought to have known, that the information was false or misleading; and
(d) transmitting false or misleading information or providing false or misleading inputs in relation to a benchmark where the Person who made the transmission or provided the input knew or ought to have known that it was false or misleading, or any other behaviour which manipulates the calculation of a benchmark.
5.4.3 Market Manipulation Behaviour
The following conduct constitutes Market Manipulation:
(a) the conduct by a Person, or Persons acting in collaboration, to secure a dominant position over the supply of or demand for a Security which has, or is likely to have, the effect of fixing, directly or indirectly, purchase or sale prices or creates, or is likely to create, other unfair trading conditions; and
(b) the buying or selling of Securities, including at the opening or closing of the market, which has or is likely to have the effect of misleading investors acting on the basis of the prices displayed, including the opening or closing prices; and
(c) the placing of orders to a trading venue, including any cancellation or modification thereof, by any available means of trading, including by electronic means, such as algorithmic and high-frequency trading strategies, and which has one of the effects referred to in MAR 5.4.2(a) or (b), by:
(і) disrupting or delaying the functioning of the trading system of the trading venue or being likely to do so; or
(ii) making it more difficult for other Persons to identify genuine orders on the trading system of the trading venue or being likely to do so, including by entering orders which result in the overloading or destabilisation of the order book; or
(iii) creating or being likely to create a false or misleading signal about the supply of, or demand for, or price of, a Security, in particular by entering orders to initiate or exacerbate a trend;
(d) the taking advantage of occasional or regular access to the traditional or electronic media by voicing an opinion about a Security (or indirectly about its Issuer) while having previously taken positions on that Security and profiting subsequently from the impact of the opinions voiced on the price of that instrument without having simultaneously disclosed that conflict of interest to the public in a proper and effective way.
5.4.4 Accepted Market Practice
The activities referred to in MAR 5.4.2(a) will not constitute Market Manipulation if the Person entering into a transaction, placing an order to trade or engaging in any other behavior establishes that such transaction, order or behavior have been carried out for legitimate reasons, and conform with an accepted market practice as established by the AFSA.
5.5 Market Soundings
5.5.1 Definition of Market Sounding
The following constitute Market Sounding:
(a) the communication of information, prior to the announcement of a transaction, in order to gauge the interest of potential investors in a possible transaction and the conditions relating to it, such as its potential size or pricing, to one or more potential investors by:
(і) an Issuer; or
(ii) a secondary offeror of a Security, in such quantity or value that the transaction is distinct from ordinary trading and involves a selling method based on the prior assessment of potential interest from potential investors; or
(iii) a third party acting on behalf or on the account of a Person referred to in (і) or (ii); and
(b) disclosure of Inside Information by a Person intending to make a Takeover bid for the Securities of a company or a merger with a company to parties entitled to the Securities, will also constitute a market sounding, provided that:
(і) the information is necessary to enable the parties entitled to the Securities to form an opinion on their willingness to offer their Securities: and
(ii) the willingness of parties entitled to the Securities to offer their Securities is reasonably required for the decision to make the Takeover bid or merger.
5.5.2 Disclosure of Inside Information in the course of Market Sounding
Disclosure of Inside Information made in the course of Market Sounding will be deemed to be made in the normal exercise of a Person’s employment, profession or duties (and will not constitute unlawful disclosure of Inside Information (MAR 5.2.65) provided that the Person making the disclosure complied with the requirements in MAR 5.5.3 (Requirements on a Person conducting or intending to conduct Market Sounding).
5.5.3 Requirements on a Person conducting or intending to conduct Market Sounding
A market participant must:
(a) prior to conducting a Market Sounding, consider whether the Market Sounding will involve the disclosure of Inside Information and make a written record of its conclusions and reasons thereof; and
(b) before making the disclosure of Inside Information:
(і) obtain the consent of the Person receiving the Market Sounding to receive Inside Information; and
(ii) inform the Person receiving the market sounding that he is prohibited from using that information, or attempting to use that information, by acquiring or disposing of, for his own account or for the account of a third party, directly or indirectly, Securities relating to that information; and
(iii) inform the Person receiving the market sounding that he is prohibited from using that information, or attempting to use that information, by cancelling or amending an order which has already been placed concerning a Security to which the information relates; and
(iv) inform the Person receiving the market sounding that by agreeing to receive the information he is obliged to keep the information confidential; and
(c) make and maintain a record of all information given to the Person receiving the Market Sounding, including the information given in accordance with points (і) to (iv), and the identity of the potential investors to whom the information has been disclosed, including but not limited to the legal and natural Persons acting on behalf of the potential investor, and the date and time of each disclosure. The disclosing market participant must provide that record to the competent authority upon request; and
(d) provide its written record to the AFSA upon request;
prior to conducting a Market Sounding.
5.5.4 Information which ceases to be Inside Information
Where information that has been disclosed in the course of a Market Sounding ceases to be Inside Information according to the assessment of the disclosing market participant, the disclosing market participant must inform the recipient accordingly, as soon as possible and maintain a record of the information given to the recipient.
5.5.5 Record Keeping
The disclosing market participant must keep the records referred to in MAR 5.5.3 and 5.5.4 for a period of at least five years.
6. MARKET DISCLOSURE
6.1 Public disclosure of Inside Information
6.1.1 Obligation to disclose Inside Information to the public
A Reporting Entity must inform the public as soon as possible of Inside Information which directly concerns that Reporting Entity.
6.1.2 Requirements for public disclosure of Inside Information
The Reporting Entity:
(a) must ensure that the Inside Information is made public in a manner which enables fast access and complete, correct and timely assessment of the information by the public; and
(b) must not combine the disclosure of Inside Information to the public with the marketing of its activities; and
(c) must post and maintain on its website for a period of at least five years, all Inside Information it is required to disclose publicly.
6.1.3 Delaying disclosure
A Reporting Entity may delay disclosure of Inside Information to the public provided that all of the following conditions are met:
(a) immediate disclosure is likely to prejudice the legitimate interests of the Reporting Entity; and
(b) delay of disclosure is not likely to mislead the public; and
(c) the Reporting Entity is able to ensure the confidentiality of that information.
6.1.4 Delaying disclosure - protracted processes
In the case of a protracted process that occurs in stages and that is intended to bring about, or that results in, a particular circumstance or a particular event, a Reporting Entity may delay the public disclosure of Inside Information relating to this process, subject to MAR 6.1.3.
6.1.5 Obligation to notify the AFSA and the Authorised Investment Exchange of delayed disclosure
Where a Reporting Entity has delayed the disclosure of Inside Information under MAR 6.1.3 or MAR 6.1.4, it must inform the AFSA and the Authorised Investment Exchange that disclosure of the information was delayed and must provide a written explanation of how the conditions set out in MAR 6.1.3 were met, immediately after the information is disclosed to the public.
6.1.6 Obligation to disclose to the public when confidentiality is no longer ensured
Where disclosure of Inside Information has been delayed in accordance with MAR 6.1.3 or MAR 6.1.4 and the confidentiality of that Inside Information is no longer ensured, the Reporting Entity must disclose that Inside Information to the public as soon as possible.
Guidance: Obligation to disclose to the public when confidentiality is no longer ensured
MAR 6.1.6 would apply to situations where a rumour explicitly relates to Inside Information the disclosure of which has been delayed in accordance with MAR 6.1.3 or MAR 6.1.4 where that rumour is sufficiently accurate to indicate that the confidentiality of that information is no longer ensured.
6.1.7 Disclosure of Inside Information in the normal course of the exercise of an employment, profession or duties
Where a Reporting Entity, or a Person acting on their behalf or for their account, discloses any Inside Information to any third party in the normal course of the exercise of an employment, profession or duties as referred to in MAR 5.2.65 (Unlawful Disclosure of Inside Information):
(a) they must make complete and effective public disclosure of that information, simultaneously in the case of an intentional disclosure, and promptly in the case of a non-intentional disclosure; but
(b) the obligation in (a) does not arise where the Person receiving the information owes a duty of confidentiality, whether such duty is based on law, regulations, on articles of association or on a contract.
6.2 Insider lists
6.2.1 Obligation to draw up insider lists
A Reporting Entity, or a Person acting on its behalf or on its account, must draw up a list of all Persons who have access to Inside Information and who are working for them under a contract of employment, or otherwise performing tasks through which they have access to Inside Information, such as advisers, accountants or credit rating agencies (Insider List).
6.2.2 Reporting Entity is responsible for complying with MAR 8.2.2 (Obligation to draw up insider lists)
Where another Person acting on behalf or on the account of the Reporting Entity assumes the task of drawing up and updating the Insider List, the Reporting Entity remains fully responsible for complying with MAR 6.2.21 (Obligation to draw up insider lists).
6.2.3 Contents of the Insider List
The Insider List must include at least:
(a) the identity of any Person having access to Inside Information; and
(b) the reason for including that Person in the Insider List; and
(c) the date and time at which that Person obtained access to Inside Information; and
(d) the date on which the insider list was drawn up.
6.2.4 Persons on the Insider List
A Reporting Entity, or a Person acting on its behalf or on its account, must take all reasonable steps to ensure that any Person on the Insider List acknowledges in writing the legal and regulatory duties entailed and is aware of the sanctions applicable to Insider Dealing and unlawful disclosure of Inside Information.
6.2.5 Updating the Insider list
A Reporting Entity, or a Person acting on its behalf or on its account, must update the Insider List promptly, including the date of the update, in the following circumstances:
(a) where there is a change in the reason for including a Person already on the Insider List; and
(b) where there is a new Person who has access to Inside Information and needs, therefore, to be added to the Insider List; and
(c) where a Person ceases to have access to Inside Information.
Each update must specify the date and time when the change triggering the update occurred.
6.2.6 Provision of Insider Lists to the AFSA
Reporting Entities or any Person acting on their behalf must provide the Insider List to the AFSA as soon as possible upon its request.
6.2.7 Record Keeping
A Reporting Entity, or a Person acting on its behalf or on its account, must retain the Insider List for a period of at least five years after it is drawn up or updated.
6.3 Managers’ transactions
6.3.1 Notification of transactions
Persons discharging managerial responsibilities within a Reporting Entity must notify the Reporting Entity and the AFSA, in accordance with the rules in MAR 6.3, of every transaction conducted on their own account relating to the Shares or debt instruments of that Issuer or to derivatives or other Securities linked thereto.
6.3.2 Transactions on behalf of Persons discharging managerial responsibilities
Transactions that must be notified under MAR 6.3.1 (Notification of transactions) must also include:
(a) the pledging or lending of Securities by or on behalf of a Person discharging managerial responsibilities, save that a pledge, or a similar Security interest, of Securities in connection with the depositing of the Securities in a custody account does not need to be notified, unless and until such time that such pledge or other Security interest is designated to secure a specific credit facility; and
(b) transactions undertaken by Persons professionally arranging or executing transactions or by another Person on behalf of a Person discharging managerial responsibilities, including where discretion is exercised.
6.3.3 Content of notification
The notification of transactions referred to in MAR 6.3.1 must contain the following information:
(a) the name of the Person;
(b) the reason for the notification;
(c) the name of the relevant Reporting Entity;
(d) a description and the identifier of the Security;
(e) the nature of the transaction(s) (e.g. acquisition or disposal), indicating whether it is linked to the exercise of Share option programmes or to the specific examples set out in MAR 6.3.2 (Transactions on behalf of Persons discharging managerial responsibilities);
(f) the date and place of the transaction(s); and
(g) the price and volume of the transaction(s). In the case of a pledge whose terms provide for its value to change, this should be disclosed together with its value at the date of the pledge.
6.3.4 Notification to be made promptly
The notification in MAR 6.3.1 must be made promptly and no later than three business days after the date of the transaction.
6.3.5 Disclosure to the public
The Reporting Entity must ensure that the information that is notified in accordance with MAR 6.3.1 is made public promptly and no later than three business days after the transaction in a manner which enables fast access to the information on a non-discriminatory basis.
6.3.6 Notifying Persons discharging managerial responsibilities of their obligations
Reporting Entities must notify the Person discharging managerial responsibilities of their obligations under MAR 6.3.1 (Notification of transactions).
6.3.7 List of Persons discharging managerial responsibilities of their obligations
A Reporting Entity must draw up a list of all Persons discharging managerial responsibilities.
6.3.8 Closed period
A Person discharging managerial responsibilities within a Reporting Entity must not conduct any transactions on their own account or for the account of a third party, directly or indirectly, relating to the Shares or debt instruments of the Reporting Entity or to derivatives or other Securities linked to them during a closed period as defined in MAR 2.4.3.
6.3.9 Discretion to permit trading with the closed period
A Reporting Entity may allow a Person discharging managerial responsibilities within it to trade on its own account or for the account of a third party during a closed period either:
(a) on a case-by-case basis due to the existence of exceptional circumstances, such as severe financial difficulty, which require the immediate sale of Shares; or
(b) due to the characteristics of the trading involved for transactions made under, or related to, an Employee Share Scheme or saving scheme, qualification or entitlement of Shares, or transactions where the beneficial interest in the relevant Security does not change.
6.4 Dissemination of investment recommendations, statistics and information in the media
6.4.1 Investment recommendations
Persons who produce or disseminate investments recommendations or other information recommending or suggesting an investment strategy must take reasonable care to ensure that such information is objectively presented, and to disclose their interests or indicate conflicts of interest concerning the Investments to which that information relates.
6.4.2 Dissemination of statistics
Public institutions disseminating statistics or forecasts liable to have a significant effect on financial markets must disseminate them in an objective and transparent way.
6.4.3 Disclosure or dissemination of information in the media
For the purposes of MAR 5.2.6.6, MAR 5.4.2(c), MAR 6.4.1 and MAR 6.4.2, where information is disclosed or disseminated and where recommendations are produced or disseminated for the purpose of journalism or other form of expression in the media, such disclosure or dissemination of information must be assessed taking into account the rules governing the freedom of the press and freedom of expression in other media and the rules or codes governing the journalist profession, unless:
(a) the Persons concerned, or Persons closely associated with them, derive, directly or indirectly, an advantage or profits from the disclosure or the dissemination of the information in question; or
(b) the disclosure or the dissemination is made with the intention of misleading the market as to the supply of, demand for, or price of Securities.
6.5 Other matters concerning market disclosure
(1) A Reporting Entity must disclose to the public any other matters prescribed by the market disclosure rules of the Authorised Investment Exchange on which it has Securities or Units admitted to the Official List.
(2) Subject to (3) below, if a Reporting Entity that has its Securities of the same class admitted to trading on an Equivalent Regulated Exchange complies with the corresponding requirements of market disclosure rules and regulations in the jurisdiction of such Equivalent Regulated Exchange, it will not be required to make any additional disclosure under market disclosure requirements of the AFSA beyond those disclosures such Reporting Entity makes in the jurisdiction of such Equivalent Regulated Exchange, provided that the same information is released on the Authorised Investment Exchange at the same time as in that other jurisdiction, subject to the manner of market disclosure and English language requirement prescribed in the Business Rules of the Authorised Investment Exchange. Notwithstanding that, AFSA and/or the Authorised Investment Exchange, in their reasonable discretion, may require the Reporting Entity to make additional disclosures when necessary to protect the interests of investors or other lawful purposes.
(3) If a Reporting Entity is in breach of the requirements of, or is released from, disclosure obligations (as a result of delisting or otherwise) under, market disclosure rules and regulations in the jurisdiction of the relevant Equivalent Regulated Exchange, the Reporting Entity must comply with all relevant market disclosure requirements of the AFSA and the Authorised Investment Exchange on which Securities of the Reporting Entity are admitted to trading.
7. LISTED FUNDS
7.1.1 Application
This part applies to:
(a) a Listed Fund; and
(b) a Fund Manager of a Listed Fund.
7.1.2 Conditions for admission of Units to trading
An Authorised Investment Exchange may not admit Units to trading unless:
(a) the Units have been admitted to the Official List maintained by the Authorised Investment Exchange in accordance with section 66 of the Framework Regulations; and
(b) in relation to Units of Listed Funds other than Overseas Listed Funds:
(і) the Fund is a Non-Exempt Fund registered under the AIFC Collective Investment Scheme Rules; and
(ii) there are Offering Materials in relation to the relevant Units and the Authorised Investment Exchange has satisfied itself that such Offering Materials satisfies the requirements in the AIFC Collective Investment Scheme Rules.
Guidance: Listing Exempt Funds
Exempt Funds may be admitted to the Official List, but not to trading, as they can only be offered on a private placement basis to certain investors.
7.1.3 Application of MAR to Listed Funds
The following parts of MAR shall generally apply to Listed Funds, with all necessary modifications (such that references to "Security" or "Securities" shall be read as references to "Unit in a Listed Fund" or "Units in a Listed Fund", respectively; references to the "Issuer" shall be read as references to the "Listed Fund"; and references to "Reporting Entity" shall be a reference to "the Listed Fund and its Fund Manager" (except the second reference to "Reporting Entity in Rule 6.1.1 shall be a reference to the "Listed Fund" only):
(a) MAR 5 (Market Abuse); and
(b) MAR 6 (Market Disclosure).
The following parts of MAR shall not apply to Listed Funds, or a Reporting Entity that is the Fund Manager of Listed Fund (in its capacity as such):
(c) MAR 1 (Offer of Securities);
(d) MAR 2 (Governance of Reporting Entities);
(e) MAR 3 (Financial Reports); and
(f) MAR 4 (Sponsors and Compliance Advisors).
7.1.4 Disclosure of Financial Reports and Valuation
The Fund Manager of a Listed Fund (other than an Overseas Listed Fund) must disclose to the market any interim and annual reports and any valuations that the Listed Fund is required to prepare and disclose to Unitholders under CIS 10 promptly on their being available.
SCHEDULE 1: REGISTRATION DOCUMENT
| | CONTENTS OF PROSPECTUS - REGISTRATION DOCUMENT | Shares | REMS Shares | Warrants over Shares | Debentures | Warrants over Debentures | Certificates over Shares | Certificates over Debentures | Structured Products |
| | 1. INFORMATION ABOUT THE ISSUER |
| 1.1 | General information General information about the Issuer including: (a) the full legal name of the Issuer; (b) if different to the legal name, the full commercial name of the Issuer; (c) the legal form of the Issuer; (d) the country of incorporation of the Issuer and its incorporation number; (e) if domiciled in a jurisdiction outside the country of incorporation, the legislation under which the Issuer operates; (f) if registered in a place other than the country of incorporation, the place of registration of the Issuer and its registration number; (g) the date of incorporation and registration and the length of time the Issuer has remained incorporated or registered (or both) as is relevant. Where the Issuer has a fixed life, this must be stated together with the end date; and (h) the address and telephone number of its registered office (and its principal place of business if different from its registered office); and (і) if the Securities are asset backed Securities, a statement whether the Issuer has been established as a special purpose vehicle or entity for the purpose of issuing asset backed Securities. | √ | √ | √ | √ | √ | √ | √ | √ |
| 1.2 | Investments Information about: (a) the Issuer's principal investments for each financial year for the period covered by the historical financial information up to the date of the Registration Document; (b) description, (including the amount) of the Issuer's principal investments for the period referred to in (a); and (c) a description of the Issuer's principal investments that are in progress, including the geographic distribution of these investments (home and abroad) and the method of financing (internal or external). | √ | | √ | √ | | √ | | √ |
| | 2. OPERATIONAL FINANCIAL OVERVIEW |
| 2.1 | Actual and proposed business activities | | | | | | | | |
| | A detailed description of the actual and proposed principal operations of the Issuer including: | | | | | | | | |
| | (a) the history of the Issuer; | √ | | √ | √ | √ | √ | √ | √ |
| | (b) a description of the principal activities and business of the Issuer; | √ | √ | √ | √ | √ | √ | √ | √ |
| | (c) a description of important events in the development of the Issuer's business; | √ | | √ | | | √ | | √ |
| | (d) a description of, and key factors relating to, the nature of the Issuer's operations and its principal activities, specifying the main categories of products sold and/or services performed for each financial year for the period covered by the historical financial information; | √ | | √ | √ | √ | √ | √ | √ |
| | (e) an indication of any significant new products and/or services that have been introduced by the Issuer and, to the extent the development of new products or services has been publicly disclosed, the status of the development; | √ | | √ | √ | √ | √ | √ | √ |
| | (f) a description of the principal markets in which the Issuer operates, including a breakdown of total revenues by category of activity and geographic market for each financial year for the period covered by the historical financial information; | √ | | √ | √ | | √ | | √ |
| | (g) if material to the Issuer's business or profitability, a summary of the extent to which the Issuer is dependent on any patents or licences, industrial, commercial or financial contracts or new manufacturing processes; | √ | | √ | √ | √ | √ | √ | √ |
| | (h) the basis for any statement made by the Issuer regarding its competitive position; | √ | | √ | √ | √ | √ | √ | √ |
| | (і) where the information given under this item has been influenced by exceptional factors, a statement about that fact; and | √ | | √ | | | √ | | √ |
| | (j) where the Issuer belongs to a Group, relevant material information as specified above in relation to the Group's activities. | √ | | √ | | | √ | | √ |
| 2.2 | Significant factors affecting income/operations (a) Information regarding significant factors, including unusual or infrequent events or new developments, which are materially affecting or may likely to so affect the Issuer's income from operations, indicating the extent to which income was so affected. (b) Where the financial statements disclose material changes in net sales or revenues, a narrative discussion of the reasons for such changes. (c) Information regarding any governmental, economic, fiscal, monetary or political policies or factors that have materially affected, or could materially affect, directly or indirectly, the Issuer's operations. | √ | √ | √ | | | √ | | √ |
| 2.3 | Risk factors Prominent disclosure of risk factors that are specific to the Issuer and if relevant, its industry in a section headed "Risk Factors" containing information including: (a) the material risks associated with investing in the Issuer, and where applicable, any risks associated with the assets to be acquired using the proceeds of the offer; (b) the effect that the material risks may have on the Issuer together with a discussion of how the risk could affect the business, operating results and financial condition of the Issuer; (c) any steps proposed by the Issuer to mitigate or manage the risks; and (d) general and specific risks relating to the industry and the jurisdiction in which the Issuer operates. *not exceeding 15 risk factors (for REMS Shares) | √ | √* | √ | √ | √ | √ | √ | |
| 2.4 | Production and sales trends | | | | | | | | |
| | (a) Information about the most significant recent trends in production, sales and inventory, and costs and selling prices since the end of the last financial year to the date of the Registration Document. | √ | | √ | √ | √ | √ | √ | √ |
| | (b) If: (і) there has been no material adverse change relating to the information referred to in (a) since the date of its last published financial statements, a statement to that effect; and (ii) the Issuer is not in a position to make such a statement, details of the material adverse change. | | | | √ | √ | | √ | √ |
| | (c) Information on any known trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on the Issuer's prospects for at least the past 12 months. | √ | | √ | √ | | √ | | √ |
| | 3. CONSTITUTION AND ORGANISATIONAL STRUCTURE |
| 3.1 | Constitution A summary of the provisions of the constitution of the Issuer including: (a) a description of the Issuer's objectives and purpose and where they can be found in the constitution; | √ | | √ | √ | | √ | | √ |
| | (b) a summary of any provisions of the constitution with respect to its Directors and any Person involved in the senior management of the Issuer including the members of the administrative, management and supervisory bodies; (c) a description of the rights, preferences and restrictions attaching to each class of the existing Securities; (d) a description of what action is necessary to change the rights of holders of the Securities, indicating where the conditions are more significant than is required by any law applicable to the Issuer; (e) a description of the conditions governing the manner in which annual general meetings and extraordinary general meetings of holders of Securities are called including the conditions of admission to the meeting; (f) a brief description of any provision of the constitution that would have an effect of delaying, deferring or preventing a change in control of the Issuer; (g) an indication whether there are any provisions in the constitution, governing the ownership threshold above which shareholder ownership must be disclosed; (h) a description of the conditions imposed by the constitution governing changes in the capital, where such conditions are more stringent than is required by law applicable to the Issuer. | √ | | √ | | | √ | | √ |
| 3.2 | Group Structure If the Issuer is a member of a Group, information about the Issuer's Group including: | | | | | | | | |
| (a) identity of the material entities of the Issurer’s of the Group; | √ | √ | √ | √ | √ | √ | √ | √ |
| (b) a brief description of the Group explaining the Issuer's position within the Group; | √ | √ | √ | √ | √ | √ | √ | √ |
| (c) the identity of the ultimate Holding Company of the Issuer and where it is domiciled; and | √ | √ | √ | | | √ | | √ |
| (d) a list of significant Subsidiaries of the Issuer, including name, country of incorporation or domicile, proportion of ownership interest and, if different, proportion of voting power or other form of control held. | √ | √ | √ | | | √ | | √ |
| | 4. ASSETS | | | | | | | | |
| 4.1 | Property, plant and equipment Information about: (a) existing material fixed assets, including any leased properties, and any major encumbrances in respect of such assets; (b) planned acquisition of material fixed assets, including leased properties, and any major encumbrances in respect to those assets; and (c) a description of any environmental issues that may affect the Issuer's utilisation of the assets referred to in (a) and (b). | √ | √ | √ | | | √ | | √ |
| 4.2 | Material contracts Information about material contracts of the Issuer including: | | | | | | | | |
| | (a) a summary of each material contract (to the extent not disclosed under 5.1), other than contracts entered into in the ordinary course of business, to which the Issuer or any member of the Group is a party, for the two years immediately preceding publication of the Registration Document; and | √ | | √ | √ | √ | √ | √ | √ |
| | (b) a summary of any other contract (not being a contract entered into in the ordinary course of business) entered into by any member of the Group which contains any provision under which any member of the Group has any obligation or entitlement which is material to the Group as at the date of the Registration Document. | √ | | √ | | | √ | | √ |
| | 5. CAPITAL |
| 5.1 | Capital resources (a) Information about the capital resources of the Issuer including: (і) the short and long term capital resources; (ii) an explanation of, the sources and amounts of, and a narrative description of, the cash flows; (iii) the borrowing requirements and funding structure; (iv) any restrictions on the use of capital resources that have materially affected, or could materially affect, directly or indirectly, its operations; (b) Information regarding the anticipated sources of funds needed to fulfil commitments relating to: (і) any existing or planned material tangible fixed assets, including leased properties, and any major encumbrances thereon; and (ii) any principal future investments to which the Board or the senior management of the Issuer have already made firm commitments. | √ | √ | √ | | | √ | | √ |
| 5.2 | Certificates In the case of an Issuer of Certificates, a summary of the Issuer's responsibilities and obligations in respect of the Certificates including the obligations and responsibilities in making certain payments as and when payments on the underlying Securities are received and any material information about the Issuer of the underlying Securities that may affect the Issuer's ability to meet its obligations. | | | | | | √ | √ | |
| 5.3 | Share capital The following information as of the date of the most recent balance sheet included in the historical financial information of the Issuer: (a) The amount of issued share capital, and for each class of share capital: (і) the number of Shares authorised; (ii) the number of Shares, issued and fully paid, and issued but not fully paid; (iii) the par value per Share, or that the Shares have no par value; and | √ | | √ | √ | | √ | | √ |
| | (iv) a reconciliation of the number of Shares outstanding at the beginning and end of the year. If more than 10% of capital has been paid for with assets other than cash within the period covered by the historical financial information, a statement to that effect. (b) If there are Shares not representing capital, the number and main characteristics of such Shares. (c) The number, book value and face value of Shares in the Issuer held by or on behalf of the Issuer itself or by Subsidiaries of the Issuer. (d) The amount of any convertible securities, exchangeable securities or securities with warrants, with an indication of the conditions governing and the procedures for conversion, exchange or subscription. (e) Information about and terms of any acquisition rights and or obligations over authorised but unissued capital or an undertaking to increase the capital. (f) Historical information about the share capital highlighting any changes for the period covered by the historical financial information. | √ | | √ | | | √ | | √ |
| 5.4 | Options If any options or other rights granted in respect of Shares in the Issuer to any Person, a summary of the total of any such options, along with an estimate of the number of Shares which would be created, if such rights were to be exercised. | √ | √ | √ | | | √ | | √ |
| | 6. MANAGEMENT OF THE ISSUER |
| 6.1 | Details relating to directors and senior managers ("Key Persons") (a) names, business addresses, functions and principal activities carried out by the following Persons (“Key Persons”), including outside that of the Issuer where such functions are significant with respect to the activities of the Issuer: (і) the Directors of the Issuer; (ii) the Directors of the ultimate Holding Company of the Issuer, if any; (iii) the members of the senior management (senior managers) of the Issuer and, if they are also Directors of the Issuer, their respective responsibilities as Directors and as a member of the senior management of the Issuer; (iv) founding members, if the Issuer has been established for fewer than five years; and (v) any senior manager who is relevant to establishing that the Issuer has the appropriate expertise and experience for the management of the Issuer's business. (A reference to a Director in the case of a Limited Partnership should be read as a reference to a General Partner of the partnership.) | √ | √ | √ | √ | √ | √ | √ | √ |
| | (b) The nature of any family or business relationship between any of the Key Persons. | √ | √ | √ | | | √ | | √ |
| | (c) Except for the category of Person in item (a) (iv) above, details of each of the Key Person's relevant management expertise and experience and the following information: (і) the names of all companies and partnerships in which such Person has been a member of a Board or involved in the senior management of in the previous five years, indicating whether or not the Person still holds such position. It is not necessary to list all the Subsidiaries of an Issuer of which the Person is also a member of the Board or involved in the senior management; | √ | | √ | | | √ | | √ |
| | (ii) any convictions relating to fraud or other financial crimes for at least the previous five years; | | √ | | | | | | |
| | (iii) details of any bankruptcies, receiverships or liquidations of another entity with which a Person described in item (a)(iii) and (vi) was associated with for at least the previous five years when acting in a similar capacity; | | √ | | | | | | |
| | (iv) details of any official public incrimination and/or sanctions of such a Person by statutory or regulatory authorities (including designated professional bodies) and whether such a Person has ever been disqualified by a court from acting as a Director or from acting in the senior management of, or conduct the affairs of, any Issuer for at least the previous five years; and | | √ | | | | | | |
| | (v) if there is no such information to be disclosed pursuant to (і) - (iv), a statement to that effect. | | | | | | | | |
| | (d) If there is a potential conflict of interests between the personal interests of any Key Person and that of the duties such Persons owed to the Issuer or interests of the Issuer, details of such conflict of interests and, if there are no such conflicts, a clear statement to that effect. | √ | | √ | √ | √ | √ | √ | √ |
| | (e) Information about any arrangement or understanding with major shareholders, customers, suppliers or others, pursuant to which any Key Person was selected as a Director or senior manager of the Issuer. | √ | √ | √ | | | √ | | √ |
| | (f) Details relating to any restrictions agreed by a Key Person on the disposal within a certain period of time of his holdings in the Issuer's Securities. | √ | √ | √ | | | √ | | √ |
| 6.2 | Other information relating to key Persons (a) For the last completed financial year of the Issuer, information relating to each Key Person about: (і) the amount of remuneration paid (including any contingent or deferred compensation), and benefits in kind granted to such Persons by the Issuer and its Subsidiaries for services in all capacities to the Issuer and its Subsidiaries; and (ii) the total amounts set aside or accrued by the Issuer or its Subsidiaries to provide pension, retirement or similar benefits. | √ | | √ | | | √ | | √ |
| | (b) For the last completed financial year of the Issuer: (і) the date of expiration of the current term of office, if applicable, and the period during which the Person has served in that office of each Key Person specified in (a)(і) - (iii); (ii) information about any service contracts with a Key Person and the Issuer or any of its Subsidiaries providing for benefits upon termination of employment, and if there are no such contracts, a statement to that effect; | | | | | | | | |
| | (iii) information about the Issuer's audit committee, nomination committee and remuneration committee, if any, including the names of committee members and a summary of the terms of reference under which the committee operates; and (iv) statements as to whether or not the Issuer is complying with any corporate governance regime in its country of incorporation or domicile and if so whether or not such a regime is compatible with the corporate governance regime under MAR. In the event an Issuer does not comply with a regime of corporate governance applicable in the country of its incorporation or domicile, a statement to that effect, together with an explanation regarding why the Issuer does not comply with such a regime. | √ | | √ | √ | | √ | | √ |
| 6.3 | Information about Employees Information relating to the following: (a) either: | √ | | √ | | | √ | | √ |
| | (і) the number of Employees at the end of each period covered by the historical financial information; or (ii) the average for each financial year for the period covered by the historical financial information up to the date of the Registration Document (and changes in such numbers, if material); and (b) If the Issuer employs a significant number of temporary Employees, the number of temporary Employees on average during the most recent financial year; and (c) a breakdown of the Employees by main category of activity and geographic location to the extent practicable and material. | | | | | | | | |
| | 7. FINANCIAL INFORMATION ABOUT THE ISSUER |
| 7.1 | Historical financial information about the Issuer (a) Historical financial information covering the latest 3 financial years (or such shorter period that the Issuer has been in operation) where such information in respect of each year is: (і) prepared in accordance with the International Financial Reporting Standards (IFRS) or any other standards acceptable to the AFSA; (ii) audited in accordance with the standards of the International Auditing and Assurance Standards Board (IAASB) or other standards acceptable to the AFSA; and (iii) independently audited or reported on as to whether or not, for the purposes of the Registration Document, it gives a true and fair view, in accordance with the applicable auditing standards referred to in (ii) above; and | √ | | √ | | | √ | | |
| | (a.1) Historical financial information covering the latest 1 financial year where such information is: (і) prepared in accordance with the International Financial Reporting Standards (IFRS) or any other standards acceptable to the AFSA; (ii) audited in accordance with the standards of the International Auditing and Assurance Standards Board (IAASB) or other standards acceptable to the AFSA; and (iii) independently audited or reported on as to whether or not, for the purposes of the Registration Document, it gives a true and fair view, in accordance with the applicable auditing standards referred to in (ii) above; and | | √ | | | | | | |
| | (b) Historical financial information covering the latest 2 financial years (or such shorter period that the Issuer has been in operation) where such information in respect of each year is: (і) prepared in accordance with the International Financial Reporting Standards (IFRS) or any other standards acceptable to the AFSA; (ii) audited in accordance with the standards of the International Auditing and Assurance Standards Board (IAASB) or other standards acceptable to the AFSA; and (iii) independently audited or reported on as to whether or not, for the purposes of the Registration Document, it gives a true and fair view, in accordance with the applicable auditing standards referred to in (ii) above; and | | | | √ | √ | | √ | √ |
| | (c) In respect of the last year of audited financial information included, such information not being older than one of the following: (і) 18 months from the date of the Registration Document if the Issuer includes audited interim financial statements in the Registration Document; or (ii) 15 months from the date of the Registration Document if the Issuer includes unaudited interim financial statements in the Registration Document. (d) A statement that the historical financial information has been audited. (e) If the audit reports on the historical financial information have been refused by the auditors or if they contain qualifications or disclaimers, reproduction of such refusal, qualifications or disclaimers in full and the reasons given. (f) If any other information in the Registration Document has been audited by the auditors, a statement to that effect. (g) If any financial data in the Registration Document is not extracted from the Issuer's audited financial statements, statements as to the source of the data and that the data is unaudited. (h) If since the date of the Issuer's last audited financial statements quarterly or half yearly financial information has been published, such statements including: (і) if the quarterly or half yearly financial information has been reviewed or audited, the audit or review report; or (ii) if the quarterly or half yearly financial information is unaudited or has not been reviewed, a statement to that effect. (і) If the Registration Document is dated more than nine months after the end of the last audited financial year, interim financial information: (і) covering at least the first six months of the financial year; (ii) including comparative statements for the same period in the prior financial year (except that the requirement for comparative balance sheet information may be satisfied by presenting the years end balance sheet); and (iii) if unaudited, a statement to that effect. (j) If the Issuer prepares both own and consolidated annual financial statements, at least the consolidated annual financial statements. (k) A description of any significant change in the financial or trading position of the group which has occurred since the end of the last financial period for which either audited financial information or interim financial information have been published, or an appropriate negative statement. | √ | √ | √ | √ | √ | √ | √ | √ |
| 7.2 | Profit forecasts If an Issuer chooses to include a profit forecast or a profit estimate in the Registration Document: (a) information about the principal assumptions upon which the Issuer has based its forecast or estimate: (і) in a manner readily understandable by investors and prepared on a basis comparable with the historical financial information; and (ii) showing a clear distinction between assumptions about factors which the Board or senior management of the Issuer can influence and assumptions about factors which are exclusively outside the influence of such Persons; (b) a report prepared by independent accountants or auditors stating that in the opinion of the independent accountants or auditors, the forecast or estimate has been properly compiled on the basis stated and that the basis of accounting used for the profit forecast or estimate is consistent with the accounting policies of the Issuer; and (c) If a profit forecast in a Prospectus has been previously published, a statement setting out whether or not that forecast is still correct as at the time of the Registration Document or if the forecast is no longer valid, an explanation of why that is the case. | √ | √ | √ | √ | √ | √ | √ | √ |
| | 8. OTHER INFORMATION RELATING TO THE ISSUER |
| 8.1 | Information about auditors (a) Information about the auditor including: (і) the names, addresses and professional qualifications (including details of membership in any professional body) of the Issuer's auditor for the period covered by the historical financial information; and (ii) if the auditor has resigned, been removed or not been re-appointed during the period covered by the historical financial information, any details if material. | √ | | √ | √ | √ | √ | √ | √ |
| 8.2 | Connected Persons (a) Information about Connected Persons including: (і) the name and address of any Connected Person; (ii) how the Person falls into the definition of a Connected Person; and (iv) whether any Connected Person has different voting rights to the Issuer's major shareholders, or an appropriate negative statement; | √ | | √ | | | √ | | √ |
| | (b) If there are no Connected Persons, a statement to that effect; | √ | | √ | | | √ | | √ |
| | (c) if a Connected Person is a controller, information about that Person including: (і) where relevant, the amount of the Controller's interest; (ii) whether the Issuer is directly or indirectly owned or controlled by such a Person and the measures in place to ensure that such control is not abused; and | √ | | √ | √ | √ | √ | √ | √ |
| | (d) a description of any arrangements, known to the Issuer, the operation of which may at a subsequent date result in a change in control of the Issuer. | √ | | √ | √ | √ | √ | √ | √ |
| 8.3 | Related party transactions Disclosure of any Related Party Transactions during the period covered by the historical financial information and up to the date of the Registration Document must be made in accordance with the respective IFRS standard. | √ | | √ | | | √ | | |
| 8.4 | Research and development Where material, a description of the Issuer's research and development policies for each financial year for the period covered by the historical financial information, including the amount spent on Issuer-sponsored research and development activities. | √ | | √ | | | √ | | √ |
| 8.5 | Legal and other proceedings against the Issuer Information on any current or prior governmental, legal or arbitration proceedings or disputes (including any such proceedings which are pending or threatened of which the Issuer is aware), which may have, or have had, covering at least the previous 12 months significant impact on the Issuer and/or its Group's financial position or profitability, or if there were no such actions, a statement to that effect. | √ | √ | √ | √ | √ | √ | √ | √ |
| | 9. RESPONSIBILITY FOR THE CONTENT OF PROSPECTUS |
| 9.1 | Responsibility Statement A Responsibility Statement that: (a) the Prospectus complies with the requirements in Section 69 of the Framework Regulations and Part 1 of MAR; (b) sets out the details of the Persons responsible for the Prospectus pursuant to MAR 1.9, and in particular: (і) where a Person responsible is a natural person, indicates the name and function of that Person; and (ii) where a Person responsible is a Body Corporate or other legal person, indicates the name and registered office of that Person; and (c) includes a declaration, from each Person responsible for the Prospectus, or for certain parts of it, pursuant to MAR 1.9, that having taken all reasonable care to ensure that such is the case, the information contained in the Prospectus is, to the best of their knowledge, in accordance with the facts and contains no omission likely to affect its import. | √ | √ | √ | √ | √ | √ | √ | √ |
| 9.2 | Expert opinions included in a prospectus | | | | | | | | |
| | (a) If any Expert's opinion, statement or report ("report") is included in the Prospectus: | √ | √ | √ | √ | √ | √ | √ | √ |
| | (і) the name, business address and professional qualifications of the Expert responsible for the report and the date on which the Expert report was made or produced; | √ | √ | √ | √ | √ | √ | √ | √ |
| | (ii) Information relating to any material interests of the Expert in the Issuer such as any benefit or fees paid to the Expert by the Issuer or a related company, positions held or to be held by the Expert in the Issuer or a related company, investments held or to be held by the Expert in the Issuer or a related company, fees and commissions paid or to be paid to the Expert or Persons associated with the Expert; and | √ | √ | √ | | | √ | | √ |
| | (iii) if the report has been produced at the Issuer's request, a statement to that effect and that the report is included, in the form and context in which it is included, with the consent of the Expert. | √ | √ | √ | √ | √ | √ | √ | √ |
| | (b) Where information has been sourced from an Expert or other third party, the source of such information and confirmation by the Issuer that the information has been accurately produced and that as far as the Issuer is aware and is able to ascertain from the information published by that Expert or third party, that no facts have been omitted which would render the reproduced information inaccurate or misleading. | √ | | √ | √ | √ | √ | √ | √ |
| 9.4 | Special categories of companies If the Issuer is a special category of company, such as a property, or scientific research company, or a start up company (a company with less than 3 year track record), a report by an Expert on the assets or rights owned by the Issuer prepared at a date which shall be no later than 6 (six) months before the date of the Prospectus. | √ | | √ | | | √ | | √ |
| | (a.1) If the Issuer is a mineral or petroleum company, a report by an Expert on the status of exploration, development and production, and assessments of reserves and resources of the Issuer’s projects, prepared at a date which shall be no later than 6 (six) months before the date of the Prospectus or older as may be reasonably determined by Authorised Investment Exchange. | √ | √ | | | | | | |
| | 10. DOCUMENTS ON DISPLAY |
| 10.1 | Documents for inspection A statement that the following documents, in original or copy form, where applicable, may be inspected: (a) the constitution of the Issuer; (b) the historical financial information of the Issuer; and (c) any information produced by an expert at the Issuer's request, any part of which is included or referred to in the Registration Document. | √ | √ | √ | √ | √ | √ | √ | √ |
| 10.2 | Details The details of how the documents referred to in 10.1 may be inspected. | √ | √ | √ | √ | √ | √ | √ | √ |
