Home   Browse contents   View updates   Search  
     Quick search
Go
   

BackText onlyPrint

You need the Flash plugin.

Download Macromedia Flash Player



  • Part 4: Obligations of Reporting Entities

    • Chapter 1: Definitions

      • 38. Definition of a Reporting Entity

        (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.

    • Chapter 2: Governance of Reporting Entities

      • 39. Corporate governance

        (1) A Reporting Entity shall have a corporate governance framework which is adequate to promote prudent and sound management of the Reporting Entity in the long-term interest of the Reporting Entity and its shareholders.
        (2) For the purposes of the requirement in Article 39(1), the DFSA shall, by Rules, prescribe:
        (a) corporate governance principles and standards that apply to a Reporting Entity, including any requirements applicable to its board of Directors and individual members, controllers, employees or any other person as appropriate;
        (b) requirements relating to fair treatment of shareholders; and
        (c) provisions to address conflicts of interests.
        (3) The DFSA may, by Rules, prescribe any circumstances in which such requirements do not apply to certain Reporting Entities.

    • Chapter 3 — Market Disclosure

      • 40. Database

        (1) The DFSA shall establish and maintain an electronic data gathering, analysis and retrieval system (the "database") for the receipt and storage of information filed or disclosed under this Part and any Rules made under this Part. The database is for the purpose of making information available to the public except where such information is confidential as prescribed in the Rules.
        (2) The DFSA may delegate to any person all or part of any function in Article 40(1) where it is satisfied that there are appropriate safeguards to ensure integrity and safety of the information and any applicable data protection requirements.

      • 41. Continuous disclosures

        (1) A Reporting Entity shall, subject to Article 41(4), make disclosures to the market of information specified by the DFSA in the circumstances prescribed by the Rules.
        (2) Without limiting the generality of Article 41(1), the DFSA shall, by Rules, prescribe the type of information and the circumstances in which such information shall be disclosed including:
        (a) financial information;
        (b) inside information as defined in Article 63(1)(a); and
        (c) any other information or material change which occurs in relation to a Reporting Entity.
        (3) Where information is required to be disclosed pursuant to Article 41(1), the Reporting Entity shall:
        (a) issue a release of information to the market disclosing the information; and
        (b) file a report with the DFSA,
        in the manner prescribed by the Rules.
        (4) Where a Reporting Entity has failed to publish information required to be published pursuant to Article 41(1) and the Rules made for the purposes of this Article, the DFSA may publish such information in a manner considered appropriate by the DFSA.
        (5) The DFSA may, by Rules, prescribe the circumstances in which a Reporting Entity need not comply with the disclosure requirement in Article 41(1).

      • 42. Disclosures by connected persons

        (1) A person who becomes a connected person of a Reporting Entity shall file with the DFSA and the relevant Reporting Entity a report that meets the requirements prescribed in the Rules made for the purposes of this Article.
        (2) The DFSA shall, by Rules, prescribe:
        (a) when a person is regarded as a "connected person" of a Reporting Entity;
        (b) events that trigger the requirement to file the report referred to in Article 42(1) ("the report");
        (b) the content and the manner of filing of the report;
        (c) when a person is, or is not, a connected person of a Reporting Entity or a Listed Fund; and
        (d) any other matter that is necessary or incidental for the purpose of giving effect to the requirements relating to the report.

      • 43. Disclosure of material interests

        (1) A person who has a material interest in or relating to a Reporting Entity or a Listed Fund shall give a notice relating to that interest ("notice") in the manner and form prescribed by the Rules.
        (2) For the purposes of Article 43(1), the DFSA shall, by Rules, prescribe:
        (a) what constitutes a "material interest";
        (b) persons required to give the notice;
        (c) persons to whom the notice is required to be given, including any circumstances in which such a notice is not required;
        (d) the content and the manner of giving the notice; and
        (e) any other matter that is necessary or incidental for the purpose of giving effect to the requirements relating to the notice.

    • Chapter 5 — Financial Reports

      • 44. Annual financial report

        A Reporting Entity shall prepare and file with the DFSA an annual financial report in accordance with the requirements prescribed in the Rules.

      • 45. Interim financial report

        (1) A Reporting Entity shall, subject to Article 45(2), prepare and file with the DFSA:
        (a) a semi-annual financial report ; and
        (b) any other financial statements required by the DFSA.
        (2) The DFSA may, by Rules, prescribe the circumstances in which a Reporting Entity:
        (a) is not required to file a semi-annual financial report; or
        (b) is required to file any other financial statements pursuant to Article 45(1)(b).

      • 46. Auditor's report

        (1) Each annual financial report referred to in Article 44 shall be accompanied by a report of the auditor of the Reporting Entity in accordance with the requirements prescribed in the Rules.
        (2) The report produced in accordance with Article 46(1) shall state whether in the auditor's opinion the financial statements required by Article 44 represent a true and fair view of the financial position of the Reporting Entity.

      • 47. Supply of financial statements

        Upon a request from a holder of its Securities, a Reporting Entity shall, within 14 days of the request, make a copy of the financial report filed under Article 44 or 45 available to the holder.

      • 48. Public Listed Companies

        A Reporting Entity which is a Public Listed Company shall have a Registered Auditor appointed in accordance with Part 8 of the Regulatory Law 2004 and any Rules made for the purposes of that Part.

    • Chapter 6 — Sponsors and Compliance Advisers

      • 49. Appointment of Sponsors or Compliance Advisers

        (1) The DFSA may require that a Reporting Entity appoint a sponsor, compliance adviser or other expert adviser on such terms and conditions as it considers appropriate.
        (2) The DFSA may, by Rules, prescribe:
        (a) the circumstances in which a Reporting Entity is required to appoint a sponsor, compliance adviser or other expert adviser;
        (b) the requirements applicable to the Reporting Entity and a person appointed as a sponsor, compliance adviser or other expert adviser; and
        (c) any other matter necessary to give effect to such appointments.
        (3) The procedures in Schedule 3 to the Regulatory Law 2004 apply to a decision of the DFSA under Article 49(1).
        (4) If the DFSA decides to exercise its power under Article 49(1), the Reporting Entity may refer the matter to the FMT for review.

    • Chapter 7 — Miscellaneous

      • 50. DFSA powers

        (1) The DFSA may, if it is satisfied that it is in the interest of the DIFC to do so:
        (a) direct a Reporting Entity to disclose specified information to the market or take such other steps as the DFSA considers appropriate; or
        (b) impose on a Reporting Entity any additional continuing obligations,
        on such terms and conditions as determined by the DFSA.
        (2) The procedures in Schedule 3 to the Regulatory Law 2004 apply to a decision of the DFSA under this Article.
        (3) If the DFSA decides to exercise its power under this Article, the Reporting Entity may refer the matter to the FMT for review.