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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 4.3 Disclosure of Interests by Connected Persons

    • MKT 4.3 Guidance

      Article 42 of the Law requires certain PersonsG connected to a Reporting EntityG to file with the DFSAG and the Reporting EntityG a report in accordance with the requirements prescribed in the RulesG .

      Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

    • Application

      • MKT 4.3.1

        This section applies to a Connected PersonG of a Reporting EntityG other than that of a Listed FundG .

        Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

        • MKT 4.3.1 Guidance

          Chapter 6 contains Connected PersonG disclosure requirements relevant to Listed FundsG .

          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

    • Definitions

      • MKT 4.3.2

        (1) For the purposes of Article 42(2) of the Law, a PersonG is hereby prescribed as a Connected PersonG of a Reporting EntityG if that PersonG :
        (a) is a DirectorG or an individual involved in the senior management of either:
        (i) the Reporting EntityG ; or
        (ii) a controller of the Reporting EntityG ; or
        (b) owns, whether legally or beneficially, or controls, whether directly or indirectly, voting SecuritiesG carrying more than 5% of the voting rights attaching to all the voting SecuritiesG of either:
        (i) the Reporting EntityG ; or
        (ii) a controller of the Reporting EntityG .
        (2) In (1), a PersonG is a controller of a Reporting EntityG if that PersonG (the first PersonG ), either alone or with his AssociatesG , controls the majority of the voting rights in, or the right to appoint or remove the majority of the BoardG of, the Reporting EntityG or any PersonG who has similar control over the first PersonG , including an ultimate controller of the first PersonG .
        (3) For the purposes of determining whether a PersonG :
        (a) owns or controls voting SecuritiesG in (1)(b); or
        (b) controls the voting rights in or the right to appoint or remove the majority of the BoardG of a Reporting EntityG or a controller of a Reporting EntityG in (2),
        any SecuritiesG held by that PersonG and his AssociatesG , including those in which that PersonG or an AssociateG of that PersonG has a beneficial interest, are deemed as his SecuritiesG except as specified in (4).
        (4) For the purposes of (3), SecuritiesG are not deemed as his SecuritiesG where:
        (a) any such SecuritiesG are held by that PersonG on behalf of another PersonG who is not an Associate of that PersonG ; and
        (b) the PersonG does not have control over the voting rights attaching to the SecuritiesG because some other PersonG exercises those rights or manages those SecuritiesG on a discretionary basis.
        (5) A PersonG is not a Connected PersonG of a Reporting EntityG merely by reason that:
        (a) its Structured ProductsG are admitted to trading on an Authorised Market InstitutionG ; or
        (b) such PersonG :
        (i) owns or holds voting SecuritiesG solely in its capacity as trustee, nominee or custodian under an agreement to hold such SecuritiesG ; and
        (ii) does not exercise any voting or other rights associated with the SecuritiesG except in accordance with the express instructions of the owner of the SecuritiesG or in accordance with the agreement in (i).
        Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
        [Amended] DFSA RM101/2012 (Made 24th July 2012) [VER2/07-12]
        [Amended] DFSA RM120/2013 (Made 14th July 2013). [VER4/07-13]

    • Events that Trigger a Report

      • MKT 4.3.3

        (1) A Connected PersonG must file the report required under Article 42(1) of the Law (the "report") with the DFSAG and the Reporting EntityG within 5 business days of the occurrence of any of the events prescribed in (2) and (3).
        (2) In the case of a PersonG who is a Connected PersonG under Rule 4.3.2(1)(a), that PersonG must file the report:
        (a) upon becoming or ceasing to be a DirectorG of a controller of the Reporting EntityG ;
        (b) upon acquiring or ceasing to hold either alone or with an AssociateG of the PersonG any SecuritiesG or other Investments in or relating to the Reporting EntityG or a controller of the Reporting EntityG ; and
        (c) upon any increase or decrease of the level of an interest referred to in (b).
        (3) In the case of a PersonG who is a Connected PersonG under Rule 4.3.2(1)(b), that PersonG must file the report:
        (a) upon acquiring or ceasing to hold voting SecuritiesG carrying more than 5% of the voting rights attaching to all voting SecuritiesG of either the Reporting EntityG or a controller of the Reporting EntityG ; and
        (b) upon an increase or decrease of at least 1% of the level of interest previously reported pursuant to (a).
        Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
        [Amended] DFSA RM171/2016 (Made 10th February 2016). [VER8/04-16]

    • Derivatives giving entitlement to securities

      • MKT 4.3.3A

        For the purposes of Rules 4.3.2 and 4.3.3, a PersonG is taken to hold SecuritiesG or InvestmentsG in or relating to a Reporting EntityG , if the PersonG holds a DerivativeG or any other Financial InstrumentG that on its maturity will confer on him:

        (a) an unconditional right to acquire the SecurityG or InvestmentG ; or
        (b) the discretion as to his right to acquire the SecurityG or InvestmentG .
        Derived from DFSA RM171/2016 (Made 10th February 2016). [VER8/04-16]

    • Content of the Report

      • MKT 4.3.4

        A report filed by a Connected PersonG must contain the following information:

        (a) the name and address of the Connected PersonG ;
        (b) the date on which the event giving rise to the obligation to file a report occurred;
        (c) the date on which the filing was made; and
        (d) the price, amount and class of SecuritiesG or other InvestmentsG as is relevant in relation to the transaction or other event and the previous and new level of interest held.
        Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

    • Market Disclosure

      • MKT 4.3.5

        Upon a Connected PersonG filing a report with the Reporting EntityG , the Reporting EntityG must, as soon as possible, make market disclosure of that report in accordance with Rule 4.7.1.

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