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38. Definition of a Reporting Entity



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(1) A person is, subject to Article 38(3), a Reporting Entity if the person:
(a) has or had Securities admitted to an Official List of Securities at any time;
(b) has made an Offer of Securities to the Public other than in relation to Units of a Fund;
(c) merges with or acquires a Reporting Entity referred to in Article 38(1)(a) or (b); or
(d) is declared by the DFSA pursuant to Article 38(4) to be a Reporting Entity.
(2) For the purposes of Article 38(1)(a):
(a) in the case of a Fund where the Units are or have been included in an Official List of Securities (a "Listed Fund"):
(i) a reference to a Reporting Entity is a reference to the Fund Manager of that Fund or such other person as the DFSA may declare (who may also be called a "Reporting Entity of the Listed Fund"); and
(ii) any obligations of a Reporting Entity are, unless the context requires otherwise, obligations in respect of the Listed Fund; and
(b) for avoidance of doubt, a person does not become a Reporting Entity of a Listed Fund by merely offering the Units of the Fund to the public, unless the Units are also admitted to an Authorised Market Institution.
(3) A person is not a Reporting Entity:
(a) if the person is:
(i) an Exempt Offeror; or
(ii) has made an Offer of Securities to the Public where that offer is an Exempt Offer;
(b) if:
(i) the person previously had Securities admitted to an Official List of Securities but currently has no Securities admitted to an Official List of Securities;
(ii) the current holders of at least seventy five per cent of the Securities of the Reporting Entity or the Listed Fund, as is relevant, have agreed in writing that the person is no longer needed to be a Reporting Entity; and
(iii) the DFSA has confirmed in writing upon being notified of the grounds referred to in Article 38(3)(b)(i) and (ii) that the person need no longer be a Reporting Entity; or
(c) in the case of a person referred to in Article 38(1)(a),(b) or (c), if that person is declared by the DFSA pursuant to Article 38(4)(a)(ii) not to be a Reporting Entity.
(4) The DFSA may upon application of a person or on its own initiative:
(a) declare in writing that a person is:
(i) a Reporting Entity; or
(ii) not a Reporting Entity; and
(b) impose such conditions or restrictions as it considers appropriate in respect of such a declaration.
(5) The procedures in Schedule 3 to the Regulatory Law 2004 apply to a decision of the DFSA under Article 38(4).
(6) If the DFSA decides to exercise its power under Article 38(4), the person may refer the matter to the FMT for review.
(7) The DFSA may, by Rules, prescribe requirements applicable to Reporting Entities including any circumstances in which such requirements may not apply to certain Reporting Entities.
(8) The DFSA may, by Rules, extend the requirements applicable to a Reporting Entity to any person who intends to undertake any activity specified in Article 38(1)(a), (b) or (c) where it considers appropriate to do so.
(9) A reference to a Reporting Entity in the Law and the Rules made for the purposes of the Law includes, except where otherwise provided or the context implies otherwise, a person intending to have Securities admitted to trading on an Authorised Market Institution.