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(1 version)
Jul 14 2013 onwards

MKT A6.2.2

Whole Section PDF

The definitive version of DFSA handbook text is the PDF version as that is the text of the instrument as made and published by the DFSA.

To view past versions of this module in PDF format, please visit the Archive.

A Listed EntityG must, on the occurrence of an event specified in column 1, undertake the requirements detailed in column 2, within the time specified in column 3, in respect of the SecuritiesG identified with a “” in column 4, of this TableG .

  EVENT REQUIREMENTS TIME Structured Products Shares Warrants over Shares Warrants over Debentures Debentures Certificates Units
Shares Debentures
1. Issue of further DebenturesG backed by the same asset, unless those further DebenturesG rank pari passu with or are subordinated to any class of DebenturesG which are already ListedG . Prior approval of the existing holders of the existing class of DebenturesG must be obtained. At all times          
2. Proxy forms in the case of equity SecuritiesG . The proxy form sent out must make provision for two-way voting on all resolutions intended to be proposed at the meeting. At the same time as the sending of the notice convening the meeting      
3. Paying agency for DebenturesG and Structured ProductsG . The Listed Entity'sG paying agent must provide facilities for obtaining new SecuritiesG , to replace those SecuritiesG which have been damaged, lost or stolen or destroyed and for all other purposes provided for in the terms and conditions of the SecuritiesG . At all times until the date on which no such SecuritiesG are outstanding.       *  
4. Maintenance of the register If the Listed EntityG does not maintain its own register, the Listed EntityG must make appropriate arrangements with its registrar to ensure compliance with any relevant continuing obligations in this Appendix. At all times
5. Receipt of properly executed transfer documents or a request to split documents evidencing SecuritiesG . The Listed EntityG shall ensure that transfers are registered within seven (7) business days of receipt of the documents evidencing the SecuritiesG by the registrar.
Unless the SecuritiesG have been issued in dematerialised form, the Listed EntityG or its registrar shall issue definitive documents arising out of a registration of transfers or the splitting of documents evidencing the SecuritiesG within seven (7) business days of receiving properly executed transfer documents or the date of expiration of any right of renunciation (as appropriate).
At all times
6. Issue of documents evidencing SecuritiesG Unless the SecuritiesG have been issued in dematerialised form, the Listed EntityG shall ensure that every PersonG whose name is entered as a holder in the register shall be entitled without charge to receive one document evidencing the SecuritiesG for all his holdings and the Listed EntityG shall permit a holder to have his holdings evidenced by as many documents as the holder requires (and in the sizes requested), subject to a maximum charge of $10 per document issued after the first. At all times.
7. Registration of transfers or other documents relating to or affecting the title to any SecuritiesG , splitting documents evidencing SecuritiesG , issuing documents evidencing SecuritiesG or marking or noting such documents. Subject to 6 above, the Listed EntityG and its registrar shall not charge investors any fee for the registration. At all times
8. Any announcement of the timetable for any proposed action affecting the rights of existing holders of its Listed SecuritiesG . The DFSAG may request amendments to the timetable, if considered necessary for the purpose of maintaining an orderly market. Notify the DFSAG At least 24 hours in advance of proposed publication
9. Any proposed amendments to a timetable, including amendment to the publication details of an announcement. Notify the DFSAG Immediate
10. All proposed drawings to effect partial redemptions, and, in the case of registered DebenturesG or Structured ProductsG , the date on which it is proposed to close the books for the purpose of making a drawing. The DFSAG must be informed of the outstanding amount of the SecuritiesG which are ListedG after any such drawing has been made, for publication by the DFSAG In advance As soon as possible          
11. Any proposed decision with regard to:
(a) any alteration of the Listed Entity'sG constitution and, in the case of DebenturesG and Structured ProductsG , any change in the trust deed or other document securing or constituting the SecuritiesG ;
(b) any change in the domicile of incorporation or other establishment of the Listed EntityG ;
(c) any change in the rights attaching to any class of SecuritiesG which are ListedG (including, in the case of DebenturesG , any change in the rate of interest carried and, in the case of Structured ProductsG , any change in the way the value of the SecuritiesG is calculated) and any change in the rights attaching to any SecuritiesG into which any SecuritiesG which are ListedG are convertible or exchangeable (including, in the case of Structured ProductsG , any changes in any index to which the SecuritiesG are linked);
(d) any change in the Listed Entity'sG ongoing contact;
(e) any change in the Listed Entity'sG secretary, auditors, registered address, transfer agent or registrar;
(f) in the case of Debentures or Structured ProductsG , any change in the trustee or custodian;
(g) in the case of convertible SecuritiesG , any change in the Listed EntityG of the convertible;
(h) in the case of Structured ProductsG , any change in the paying agent; and
(i) in the case of depositary receipts, any change in the depositary.
Notify the DFSAG In advance
12. In respect of SecuritiesG which carry rights of conversion or exchange into or subscription for the SecuritiesG of another company, or are guaranteed by another company. The Listed EntityG must ensure that adequate information is at all times available about the other company and about any changes in the rights attaching to the SecuritiesG to which such rights of conversion, exchange or subscription relate. This must include the availability of the audited annual accounts of the other company together with any interim financial statements and any other information necessary for a realistic valuation of such SecuritiesG to be made. As soon as possible    

* To the extent applicable to DebenturesG or, in the case of CertificatesG , the underlying DebenturesG

Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
[Amended] DFSA RM120/2013 (Made 14th July 2013). [VER4/07-13]