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Dubai Financial Services Authority (DFSA): Contents

Dubai Financial Services Authority (DFSA)
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Markets Rules (MKT) [VER15/07-19]
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  • MKT 3.4 Dealings by Restricted Persons

    • Application

      • MKT 3.4.1

        (1) This section applies to:
        (a) the BoardG of every Reporting EntityG ; and
        (b) a Restricted PersonG in relation to such a Reporting EntityG .
        (2) For the purposes of (1)(b), a PersonG is a Restricted PersonG in relation to a Reporting EntityG if he is involved in the senior management of the Reporting EntityG .
        Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
        [Amended] DFSA RM120/2013 (Made 14th July 2013). [VER4/07-13]

        • MKT 3.4.1 Guidance

          1. PersonsG are considered as involved in the senior management if they are in a position of authority and influence in making management or executive decisions with regard to the day-to-day management of the business of the Reporting EntityG . Some members of the BoardG , such as executive DirectorsG , will be subject to the requirements in this section because they undertake managerial functions and responsibilities relating to the day-to-day management of the Reporting EntityG .
          2. Chapter 6 contains requirements applicable to Reporting EntitiesG of Listed FundsG .
          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
          [Amended] DFSA RM120/2013 (Made 14th July 2013). [VER4/07-13]

    • Prohibition on Dealing

      • MKT 3.4.2

        (1) A Restricted PersonG must not engage in dealing in the SecuritiesG of the Reporting EntityG during a close period except in the circumstances specified in Rule 3.4.3 or 3.4.4.
        (2) For the purposes of this Rule:
        (a) a "close period" is:
        (i) the period from the relevant financial year end up to and including the time of the announcement or publication of the annual financial reports; and
        (ii) if the Reporting EntityG reports on a semi-annual basis, the period from the end of the relevant semi-annual financial period up to and including the time of the announcement or publication; or
        (iii) if the Reporting EntityG reports on a quarterly basis, the period from the end of the relevant quarter up to and including the time of the announcement.
        (b) "dealing in Securities" means:
        (i) any acquisition or disposal of, or agreement to acquire or dispose of, Securities of the Reporting EntityG ;
        (ii) entering into a contract (such as a contract for difference) the purpose of which is to secure a profit or avoid a loss by reference to fluctuations in the price of the SecuritiesG of the Reporting EntityG ;
        (iii) the grant, acceptance, acquisition, disposal, exercise or discharge of any option to acquire or dispose of any SecuritiesG of the Reporting EntityG ;
        (iv) entering into, or terminating, assigning or novating any stock lending agreement in respect of the Securities of the Reporting EntityG ;
        (v) using as security, or otherwise granting a charge, lien or other encumbrance over the Securities of the Reporting EntityG ; or
        (vi) any other transaction including a transfer for no consideration, or the exercise of any power or discretion effecting a change of ownership of a beneficial interest in, the Securities of the Reporting EntityG .
        (3) The prohibition in (1) applies to any dealing by Restricted PersonsG whether or not such dealings are with another Restricted PersonG or any other PersonG .
        Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

    • Clearance to Deal

      • MKT 3.4.3

        (1) The prohibition in Rule 3.4.2(1) does not apply in relation to any dealing in SecuritiesG where the Restricted PersonG has obtained prior clearance to deal as provided in (2) and (3).
        (2) For the purposes of (1), prior written clearance to deal in the SecuritiesG of a Reporting EntityG must be obtained:
        (a) from a DirectorG designated by the BoardG for the purposes of providing clearances to deal; and
        (b) in the case of dealings by the DirectorG designated for the purpose of providing clearances to deal, from the full BoardG or another DirectorG designated by the BoardG for the purposes of providing such clearance.
        (3) For the purposes of (1) and (2), a DirectorG of the Reporting EntityG must not be given written clearance to deal in any SecuritiesG of the Reporting EntityG during any period when there exists any matter which constitutes Inside InformationG unless the PersonG responsible for granting clearance has no reason to believe that the proposed dealing is or may be in breach of the Law or the RulesG .
        Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
        [Amended] DFSA RM120/2013 (Made 14th July 2013). [VER4/07-13]

    • Exempt Dealings

      • MKT 3.4.4

        The prohibition in Rule 3.4.2(1) does not apply in relation to any dealing in SecuritiesG in the Reporting EntityG if such dealing by the Restricted PersonG relates to:

        (a) undertakings or elections to take up, or the taking up of, an entitlement under a rights issue or dividend reinvestment offer, or allowing such an entitlement or offer to lapse;
        (b) undertakings to accept, or the acceptance of, a Takeover Offer under Takeover Rules;
        (c) dealings where the beneficial interest in the relevant SecurityG does not change;
        (d) transactions between the Restricted PersonG and an AssociateG of such a PersonG ; or
        (e) transactions relating to dealings in an EmployeeG ShareG Scheme in accordance with the terms of such a scheme.
        Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]