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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 9 The Listing Rules

    • MKT 9.1 Application

      • MKT 9.1.1

        (1) This chapter applies to every:
        (a) Listed Entity; and
        (b) Applicant for admission of SecuritiesG to the Official List of Securities.
        (2) In this chapter:
        (a) a "Listed EntityG " means the Reporting EntityG of SecuritiesG which are admitted to the Official List of Securities;
        (b) "ApplicantG " means an applicant for admission of SecuritiesG to the Official List of SecuritiesG and includes, where the context requires, the IssuerG ; and
        (c) a reference to Listed SecuritiesG is a reference to the SecuritiesG of the IssuerG or, where the context requires, the SecuritiesG for which the Listed EntityG is a Reporting EntityG but not the IssuerG .
        Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

        • MKT 9.1.1 Guidance

          1. Listed Entities should note that some of the Listing Rules are Security-specific and many apply exclusively to Issuers of Shares.
          2. The DFSAG may waive or modify one or more requirements of this chapter for IssuersG of non-debt or equity SecuritiesG where appropriate provided such waiver or modification would not unduly prejudice holders of the Issuer'sG SecuritiesG .
          3. The DFSAG may waive or modify one or more requirements of this chapter for an IssuerG of a secondary Listing if:
          a. the IssuerG is from a jurisdiction acceptable to the DFSAG because the regulatory regime as it applies to listing is broadly equivalent to the DFSA'sG regulatory regime;
          b. adequate arrangements exist, or will exist, for co-operation between the DFSAG and the Financial Services RegulatorG or other PersonG responsible for regulating the ExchangeG on which the SecuritiesG are listed on a primary listing basis or for regulating listed companies in the jurisdiction where the SecuritiesG are listed on a primary listing basis; and
          c. holders of the Issuer'sG SharesG would not be unduly prejudiced by the waiver or modification.
          4. The DFSAG may also modify one or more requirements of this chapter for an Exempt OfferG or who wishes to voluntarily comply with the Listing RulesG in order to include its SecuritiesG on the Official List and thereby seek admission to trading on an AMIG . Without such a modification an Exempt OfferG or cannot have its SecuritiesG included in the Official List. This is because Article 29(6) of the Law requires that an AMIG shall not permit trading of SecuritiesG on its facilities unless those SecuritiesG are admitted to, and not suspended from, an Official List of SecuritiesG .
          5. The DFSAG is aware that the timing of admittance to trading may not always coincide with the ListingG application process. However, in practice, the DFSAG will generally provide the ApplicantG with a notice of admittance to the ListG on condition of a successful admittance to trading on an AMIG within a specified period. This notice of admittance can be provided to the relevant AMIG when seeking admission to trading on an AMIG . At all relevant times the DFSAG expects to be in contact with the relevant AMIG on which the SecuritiesG are to be admitted to trading.
          6. The DFSAG will maintain the List on the DFSAG website.
          7. A PersonG who wishes to make a complaint about a Listed EntityG should use the complaints portal on the DFSAG website.
          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

    • MKT 9.2 The Listing Principles

      • MKT 9.2 Guidance

        1. The purpose of the Listing PrinciplesG is to ensure that Listed EntitiesG pay due regard to the fundamental role played by them in maintaining market confidence and ensuring a fair and orderly market. The Listing PrinciplesG are designed to assist Listed EntitiesG in identifying their obligations and responsibilities under the Listing RulesG .
        2. The Listing PrinciplesG apply in addition to the Corporate Governance PrinciplesG in Chapter 3 which apply to all Reporting EntitiesG (other than Reporting EntitiesG of Listed FundsG ).
        Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
        [Amended] DFSA RM212/2018 (Made 22nd February 2018). [VER11/04-18]

      • Principle 1

        • MKT 9.2.1

          A Listed EntityG must take reasonable steps to ensure that its senior management and any other relevant EmployeesG understand and comply with their responsibilities and obligations under the Listing RulesG .

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

      • Principle 2

        • MKT 9.2.2

          A Listed EntityG must take reasonable steps to establish and maintain adequate policies, procedures, systems and controls to enable it to comply with its obligations under the Listing RulesG .

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

      • Principle 3

        • MKT 9.2.3

          A Listed EntityG must act with integrity towards holders and potential holders of its Listed SecuritiesG .

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

      • Principle 4

        • MKT 9.2.4

          A Listed EntityG must communicate information to holders and potential holders of its Listed SecuritiesG in such a way as to avoid the creation or continuation of a false market in such Listed SecuritiesG .

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

      • Principle 5

        • MKT 9.2.5

          A Listed EntityG must deal with the DFSAG in an open and co-operative manner.

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

      • Principle 6

        • MKT 9.2.6

          A Listed EntityG must ensure that it treats all holders of the same class of its Listed SecuritiesG equally in respect of the rights attaching to such Listed SecuritiesG .

          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
          [Amended] RM163/2015 (Made 9th December 2015). [VER7/02-16]

    • MKT 9.3 General Eligibility Requirements

      • Incorporation

        • MKT 9.3.1

          An ApplicantG must be duly incorporated or otherwise validly established according to the relevant laws of its place of incorporation or establishment and be operating in conformity with its constitution.

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

      • Audited Financial Statements

        • MKT 9.3.2

          An ApplicantG must have published or filed audited accounts which:

          (a) cover a prior period of three years or any other shorter period acceptable to the DFSAG ;
          (b) are consolidated for the ApplicantG and any of its subsidiary undertakings;
          (c) have been prepared in accordance with IFRS or other standards acceptable to the DFSAG ; and
          (d) have been audited and reported on by auditors in accordance with auditing standards of the International Auditing and Assurance Standards Board (IAASB) or other standards acceptable to the DFSAG .
          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

          • MKT 9.3.2 Guidance

            1. The DFSAG may modify or waive Rule 9.3.2, if it is satisfied that it is desirable in the interests of investors and that investors have the necessary information available to arrive at an informed judgement about the IssuerG and the SharesG for which a ListingG is sought.
            2. The DFSAG would accept a shorter period than three years depending on the nature of the Applicant'sG business and any other material considerations, for example, where the IssuerG has been in operation for less than 3 years.
            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

      • Working Capital

        • MKT 9.3.3

          An ApplicantG seeking admission of SharesG to the ListG must satisfy the DFSAG that it and any SubsidiariesG have sufficient working capital available for its present requirements or, if not, how it proposes to provide the additional working capital needed.

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

          • MKT 9.3.3 Guidance

            1. For the purposes of Rule 9.3.3, the DFSAG considers "present requirements" to be a minimum period of 12 months from date of listing.
            2. Rule 1.4 of Appendix 1.2.1 requires the DirectorsG of an IssuerG in its ProspectusG to make a statement that it has sufficient working capital for its present requirements i.e. a "clean" working capital statement. If an ApplicantG is unable to make a clean working capital statement, the ApplicantG would need to make a statement that it does not have sufficient working capital and explain how additional working capital will be provided.
            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

      • General Suitability

        • MKT 9.3.4

          (1) An ApplicantG must demonstrate to the DFSA'sG satisfaction that it and its business are suitable for listing.
          (2) In satisfying itself that an ApplicantG and its business are suitable for listing, the DFSAG will consider:
          (a) the Applicant'sG connection with its controlling shareholders or any other PersonG ;
          (b) whether in the DFSA'sG reasonable opinion the ApplicantG is ready and able to comply with its obligations under the LawG and the RulesG ;
          (c) any matter in relation to the ApplicantG , its business or SecuritiesG which may harm the integrity or the reputation of the DIFCG capital markets or which may pose a risk to the DFSA'sG objectives described under Article 8 of the Regulatory Law 2004; and
          (d) any other matters relevant to the Applicant'sG suitability.
          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

          • MKT 9.3.4 Guidance

            The DFSAG would generally not admit to the ListG a cash shell.

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

      • Management Experience and Expertise

        • MKT 9.3.5

          An ApplicantG must demonstrate to the DFSA'sG satisfaction that its DirectorsG have appropriate experience and expertise in the business operations of the ApplicantG .

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

      • Controlling Shareholder

        • MKT 9.3.6

          (1) Subject to (2), to be admitted to the ListG , an ApplicantG which has one or more controlling shareholders must be able to demonstrate to the DFSAG that it can operate its business independently of such controlling shareholder and any AssociateG thereof.
          (2) The requirement in (1) does not apply if an ApplicantG can demonstrate to the DFSA'sG satisfaction that holders of the Issuer'sG SharesG would have no appreciable risk of prejudice by the involvement in the relevant business of a controlling shareholder.
          (3) For the purposes of this chapter, a controlling shareholder is any PersonG , or PersonsG acting jointly by agreement, whether formal or otherwise, who is:
          (a) entitled to exercise, or control the exercise of, 30% or more of the voting rights at a general meeting of the ApplicantG ; or
          (b) able to control the appointment of one or more DirectorsG who are able to exercise a majority of the votes at BoardG meetings of the Applicant.
          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
          [Amended] DFSA RM120/2013 (Made 14th July 2013). [VER4/07-13]

          • MKT 9.3.6 Guidance

            The DFSAG considers that for an ApplicantG to operate its business independently of a controlling shareholder all transactions and relationships between the Listed EntityG and any controlling shareholder (or AssociateG ) must be at arm's length and on a normal commercial terms.

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

      • Conflicts of Interest

        • MKT 9.3.7

          (1) An ApplicantG must, subject to (2), ensure prior to listing that it has adequate systems and controls to eliminate or manage material conflicts of interest in its business prior to Listing.
          (2) The DFSAG may accept a proposal from an ApplicantG to eliminate or manage conflicts of interest within a reasonable period after Listing if the ApplicantG can demonstrate to the DFSA'sG satisfaction that holders of the Issuer'sG SharesG would not be unduly prejudiced by the arrangements.
          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

          • MKT 9.3.7 Guidance

            Examples of material conflicts of interest may include Related Party TransactionsG in Rule 3.5 and situations in which interested PersonsG :

            a. lend to or borrow from the IssuerG or its GroupG ;
            b. lease property to or from the IssuerG or its GroupG ; or
            c. have an interest in businesses that are competitors, suppliers or customers of the IssuerG or its GroupG .
            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

      • Validity and Transferability

        • MKT 9.3.8

          To be admitted to the ListG , an Applicant'sG SecuritiesG must:

          (a) be duly authorised according to the requirements of the Applicant'sG constitution;
          (b) have any necessary statutory or other consents;
          (c) be freely transferable; and
          (d) in the case of SharesG , be fully paid and free from any liens and from any restrictions on the right of transfer.
          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

          • MKT 9.3.8 Guidance

            The DFSAG may, in exceptional circumstances, waive or modify Rule 9.3.8 where the ApplicantG has the power to disapprove the transfer of SharesG , if the DFSAG is satisfied that this power would not disturb the market in those SharesG .

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

      • Market Capitalisation

        • MKT 9.3.9

          An ApplicantG must ensure that the SecuritiesG which it seeks to list have an expected aggregate market value at the time of ListingG of at least:

          (a) $10 million for SharesG ; and
          (b) $2 million for DebenturesG .
          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

      • Shares in Public Hands

        • MKT 9.3.10

          (1) If an application is made for the admission of a class of SharesG , a sufficient number of Shares of that class must, no later than the time of admission, be distributed to the public.
          (2) For the purposes of Rule (1), a sufficient number of SharesG will be taken to have been distributed to the public when 25 per cent of the SharesG for which application for admission has been made are in public hands.
          (3) For the purposes of Rules (1) and (2), SharesG are not held in public hands if they are held, directly or indirectly by:
          (a) a DirectorG of the Applicant or of any of its SubsidiaryG UndertakingsG ;
          (b) a PersonG connected with a DirectorG of the ApplicantG or any of its SubsidiaryG UndertakingsG ;
          (c) the trustees of an employee share scheme or pension fund established for the benefit of any DirectorsG or employees of the ApplicantG and its SubsidiaryG UndertakingsG ;
          (d) any PersonG who under any agreement has a right to nominate a PersonG to the board of DirectorsG of the ApplicantG ; or
          (e) any PersonG or PersonsG in the same group or PersonsG acting in concert who have an interest in 5% or more of the SharesG of the relevant class.
          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

          • MKT 9.3.10 Guidance

            The DFSAG may waive or modify Rule 9.3.10(2) to accept a percentage lower than 25 per cent if it considers than the market will operate properly with a lower percentage in view of additional factors. Such additional factors might permit, for example, a lower percentage than 25% for a company with a large market capitalisation with a large number of SharesG of the same class listed and where such SharesG would nonetheless expect to have a wide distribution to the public and be liquid.

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

      • Whole Class to be Listed

        • MKT 9.3.11

          An application for a class of SecuritiesG to be admitted to the List must:

          (a) if no SecuritiesG of that class are already admitted to the ListG , relate to all SecuritiesG of that class, issued or proposed to be issued; or
          (b) if SecuritiesG of that class are already admitted to the ListG , relate to all further SecuritiesG of that class, issued or proposed to be issued.
          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

      • Settlement

        • MKT 9.3.12

          To be admitted to the ListG :

          (a) an Applicant'sG SecuritiesG must be eligible for electronic settlement; and
          (b) the arrangements for settlement and clearing of trading in such SecuritiesG must be acceptable to the DFSAG .
          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

      • Warrants

        • MKT 9.3.13

          (1) To be admitted to the List, the total of all issued WarrantsG to subscribe for SharesG must not, subject to (2), exceed 20 per cent of the issued share capital of the ApplicantG as at the time of issue of the WarrantsG .
          (2) Any rights under an employee share scheme are excluded from the twenty per cent calculation in (1).
          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

      • Depository Receipts

        • MKT 9.3.14

          A Listed EntityG in respect of CertificatesG which are depository receipts must ensure that:

          (a) at the time of issue of such CertificatesG the payments received from the issue of the depository receipts are sufficient to meet the payments required for the issuance of the underlying SecuritiesG ; and
          (b) the underlying SecuritiesG or any rights, monies or benefits related to the underlying SecuritiesG are not treated as assets or liabilities of the IssuerG of the CertificatesG under the law, whether for the purposes of insolvency or otherwise.
          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

    • MKT 9.4 Application for Admission to the List

      • Listing Application

        • MKT 9.4.1

          An ApplicantG must apply to the DFSAG by:

          (a) submitting in final form the relevant documents in AFN.
          (b) paying the fee set out in the FER 2.9.1 at the time of submission of the completed application form;
          (c) submitting all additional documents, explanations and information as may be required by the DFSAG , including the documents specified in Rules 9.4.4 and 9.4.5; and
          (d) submitting verification of any information in such manner as the DFSAG may specify.
          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

        • MKT 9.4.2

          All the documents in Rule 9.4.1 must be submitted to the DFSAG at the DFSA'sG address.

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

          • MKT 9.4.2 Guidance

            1. Before submitting the documents referred to in Rule 9.4.1, an ApplicantG should contact the DFSAG to agree the date on which the DFSAG will consider the application.
            2. When considering an application for admission of SecuritiesG to the List, the DFSAG may:
            a. carry out any enquiries and request any further information which it considers appropriate, including consulting with other regulators or exchanges;
            b. request that an ApplicantG answer questions and explain any matter the DFSAG considers relevant to the application for listing;
            c. take into account any information which it considers appropriate in relation to the application for listing;
            d. request that any further information provided by the ApplicantG be verified in such manner as the DFSAG may specify; and
            e. impose any additional conditions on the ApplicantG as the DFSAG considers appropriate.
            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

        • MKT 9.4.3

          An admission of SecuritiesG to the List becomes effective only when the DFSAG has published the admission by adding such SecuritiesG to the Official List of SecuritiesG on the DFSAG website.

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

      • Documents to be provided 48 hours in advance

        • MKT 9.4.4

          The following documents must be submitted by the ApplicantG , in final form, to the DFSAG by midday two clear business days before the DFSAG is to consider the application:

          (a) a completed application form;
          (b) the Approved ProspectusG , and if applicable, any ApprovedG Supplementary ProspectusG in respect of the SecuritiesG ;
          (c) in respect of SecuritiesG which are SharesG , written confirmation of the number of SharesG to be allotted in the offer; and
          (d) if a ProspectusG has not been produced, a copy of the announcement detailing the number and type of SecuritiesG that are subject to the application and the circumstances of their issue.
          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
          [Amended] DFSA RM120/2013 (Made 14th July 2013). [VER4/07-13]

          • MKT 9.4.4 Guidance

            There are additional documents required if the SecuritiesG are held out as being in accordance with Shari'aG ; these are specified in the IFR module.

            [Derived] DFSA RM120/2013 (Made 14th July 2013). [VER4/07-13]

      • Documents to be Provided on the Day

        • MKT 9.4.5

          The following documents must be submitted, in final form, to the DFSAG by the Applicant before 9 am on the day the DFSAG is to consider the application:

          (a) a completed shareholder statement; and
          (b) a completed pricing statement, in the case of a placing, open offer or offer for subscription.
          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

        • MKT 9.4.6

          An applicant must ensure that the documents required by Rule 9.4.5 are signed by, if appointed, its Sponsor or a duly authorised officer of the applicant.

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

      • Documents to be Kept

        • MKT 9.4.7

          An ApplicantG must keep copies of the following documents for six years after the admission to the List:

          (a) any agreement to acquire any assets, business or SecuritiesG in consideration for or in relation to which the Listed Entity'sG SharesG are being issued;
          (b) any letter, report, valuation, contract or other documents referred to in the ProspectusG or other document issued in connection with those SecuritiesG ;
          (c) the Applicant'sG constitution as at the date of admission;
          (d) the annual report and accounts of the ApplicantG and of any guarantor, for each of the periods which form part of the Applicant'sG financial record contained in the ProspectusG ;
          (e) any interim financial statements which were made up prior to the date of admission;
          (f) any temporary and definitive documents of title;
          (g) in the case of an application in respect of SecuritiesG issued pursuant to an employee's share scheme, the scheme document; and
          (h) copies of BoardG resolutions of the ApplicantG allotting or issuing the SharesG .
          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
          [Amended] DFSA RM120/2013 (Made 14th July 2013). [VER4/07-13]

        • MKT 9.4.8

          An ApplicantG must provide to the DFSAG the documents set out in Rule 9.4.7, if requested to do so.

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

          • MKT 9.4.8 Guidance

            Provided that all the documents required by Rules 9.4.4 and 9.4.5 are complete and received on time, the DFSAG would generally expect to process an application for admittance to the ListG within two days, and in the case of non-equity SecuritiesG , one day.

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

    • MKT 9.5 Determination of applications and references

      • MKT 9.5 Guidance

        Determination of applications

        1. Under Article 33(1) of the Law, an Authorised Market InstitutionG or the DFSAG may only grant admission of SecuritiesG to an Official List of SecuritiesG maintained by it, in accordance with the requirements in the Law and the Rules made for the purposes of the Law.
        2. Under Article 34(1)(b) and 34(2)(b) of the Law, the DFSAG may impose conditions or restrictions in respect of the admission of SecuritiesG to the Official List of SecuritiesG , or vary or withdraw such conditions or restrictions.
        3. Under Article 33(2) of the Law, an Authorised Market InstitutionG or the DFSAG , as is relevant, will notify the applicant in writing of its decision in relation to the application for admission of SecuritiesG to the Official List of SecuritiesG .
        4. Where the DFSAG grants admission of SecuritiesG to an Official List of SecuritiesG , it will include such PersonG in its Official List of SecuritiesG published on the DFSAG website.

        References

        5. Under Article 34(7) of the Law, an ApplicantG may commence a reference to the FMTG in relation to any decision by the DFSAG to object to or refuse an application for admission of SecuritiesG to the Official List of SecuritiesG , or to impose conditions or restriction on the admission of Securities to the Official List of Securities, or to vary such conditions or restrictions.
        6. Under Article 29 of the Regulatory Law, a PersonG that commences a reference to the FMTG must do so within 30 days of the relevant decision.
        7. The form of submission that a reference must take is specified in the rules of procedure of the FMTG .
        Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
        [Amended] DFSA RM134/2014 (Made 21st August 2014). [VER5/06-14]

    • MKT 9.6 Suspending, Delisting and Restoring a Listing

      • MKT 9.6 Guidance

        1. Under Article 35 of the Law, the DFSAG may, suspend or delist, or require an Authorised Market InstitutionG to suspend or delist, SecuritiesG from an Official List of SecuritiesG with immediate effect or from such date and time as may be specified where it is satisfied that there are circumstances that warrant such action or it is in the interests of the DIFCG .

        References

        2. Under Article 35(4) of the Law, a PersonG may commence a reference to the FMTG in relation to any decision by the DFSAG to suspend or delist such Person'sG SecuritiesG from the Official List of SecuritiesG or to direct an Authorised Market InstitutionG to suspend or delist the Person'sG SecuritiesG ..
        3. Under Article 29 of the Regulatory Law, a PersonG that commences a reference to the FMTG must do so within 30 days of the relevant decision.
        4. The form of submission that a reference must take is specified in the rules of procedures of the FMTG .
        Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
        [Amended] DFSA RM134/2014 (Made 21st August 2014). [VER5/06-14]

      • Suspending Securities from the Official List of Securities

        • Suspending Securities from the Official List of Securities Guidance

          Examples of circumstances that warrant the suspension by the DFSAG of SecuritiesG from the Official List of SecuritiesG include:

          1. the Listed EntityG has failed to meet its continuing obligations for listing;
          2. the Listed EntityG has failed to publish financial information in accordance with the Markets Rules;
          3. the Listed EntityG is unable to assess accurately its financial position and inform the market accordingly;
          4. there is insufficient publicly-available information in the market about a proposed transaction which involves the Listed EntityG or the relevant SecuritiesG ;
          5. the Listed Entity'sG SecuritiesG have been suspended elsewhere;
          6. the Listed EntityG has appointed administrators or receivers, or is an Investment TrustG or FundG and is winding up;
          7. the relevant SecuritiesG are a securitised DerivativeG and any underlying instrument is suspended;
          8. for a DerivativeG which carries a right to buy or subscribe for another SecurityG , the SecurityG over which the DerivativeG carries a right to buy or subscribe has been suspended; or
          9. the DFSAG considers it is in the interests of the DIFCG , including the interests of investors, potential investors or the DIFCG capital markets.
          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

        • MKT 9.6.1

          A Listed EntityG which has had the ListingG of any of its SecuritiesG suspended must continue to comply with all relevant Listing RulesG applicable to it.

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

        • MKT 9.6.2

          If the DFSAG suspends the ListingG of any SecuritiesG , it may impose such requirements on the procedure for lifting the suspension as it considers appropriate.

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

        • Suspension or delisting at the Listed Entity's Request

          • MKT 9.6.3

            (1) If a Listed EntityG wishes to have its Listed SecuritiesG suspended or delisted from the ListG , it must submit a request in writing to the DFSAG and include:
            (a) the reasons for the request;
            (b) the date and time on which the suspension or delisting is to take place; and
            (c) any other information regarding the SecuritiesG or the circumstances of the suspension or delisting which the DFSAG requires.
            (2) The DFSA may impose such conditions or requirements as it considers appropriate on the suspension or delisting in (1).
            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
            [Amended] DFSA RM120/2013 (Made 14th July 2013). [VER4/07-13]

            • MKT 9.6.3 Guidance

              1. A Listed EntityG requesting delisting should submit such request in reasonable time for the DFSAG to consider the request and satisfy the DFSAG that a delisting would be appropriate.
              2. Examples of other information which the DFSAG may require pursuant to Rule 9.6.3(1)(c) include proof or shareholder resolution if required, evidence of any announcement, circular or other document which the Listed EntityG is relying on as part of its request to suspend or delist its ListingG .
              3. A Listed EntityG requesting cancellation of its listing should provide existing security holders with sufficient notice prior to the cancellation date in order to provide them with an opportunity to sell their SecuritiesG .
              4. An example of the type of condition the DFSA may impose pursuant to Rule 9.6.3(2) is the imposition of a time limit for the suspension.
              Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
              [Amended] DFSA RM120/2013 (Made 14th July 2013). [VER4/07-13]

        • Restoration of a Listing

          • MKT 9.6.4

            The DFSAG may restore the listing of any SecuritiesG which have been suspended if it considers that:

            (a) the smooth operation of the market is no longer jeopardised; or
            (b) where relevant, the suspension is no longer required to protect investors.
            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

          • MKT 9.6.5

            The DFSAG may restore the listing of any SecuritiesG which have been suspended whether the restoration was requested by the relevant Listed EntityG or at the DFSA'sG own initiative.

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

        • Delisting Securities from the Official List of Securities

          • MKT 9.6.6

            For the purposes of Article 35(1) of the Law, the circumstances which may warrant the delisting of SecuritiesG by the DFSAG include, but are not limited to, where:

            (a) the SecuritiesG are no longer admitted to trading as required by these RulesG and the Law;
            (b) the Listed EntityG no longer satisfies on or more of its continuing obligations for Listing;
            (c) the SecuritiesG have been suspended from the Official ListG for more than six months;
            (d) it is necessary because the SecuritiesG have been subject to a merger, takeover or reverse takeover;
            (e) the ListingG is a secondary ListingG and the SecuritiesG have been cancelled on their primary listing or are no longer admitted to trading for such primary listing;
            (f) it is in the interests of the DIFCG , including the interests of investors, potential investors or the DIFCG capital markets; or
            (g) the SecuritiesG have been redeemed or cease to exist for any other reason.
            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
            [Amended] DFSA RM120/2013 (Made 14th July 2013). [VER4/07-13]

            • MKT 9.6.6 Guidance

              In Rule 9.6.6(b), an example of a breach of the continuing obligations which may warrant a delisting by the DFSAG would be where the percentage of shares in public hands falls below 25% or such lower percentage as the DFSAG may permit. The DFSAG may, however, allow a reasonable time to restore the percentage unless this is precluded by the need to maintain the smooth operation of the market or to protect investors.

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

    • MKT 9.7 Continuing Obligations

      • Information and Facilities for Shareholders

        • MKT 9.7.1

          (1) The BoardG of a Listed EntityG must ensure that all the necessary information and facilities are available to its shareholders to enable them to exercise the rights attaching to their SecuritiesG on a well informed basis.
          (2) Without limiting the generality of the obligation in (1), the BoardG of a Listed EntityG must ensure that the shareholders:
          (a) are provided with the necessary information relating to the matters to be determined at meetings to enable them to exercise their voting rights, including the proxy forms and notice of meetings; and
          (b) have access to any relevant notices or circulars giving information in relation to the rights attaching to the SecuritiesG .
          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
          [Amended] DFSA RM120/2013 (Made 14th July 2013). [VER4/07-13]

      • MKT 9.7 Guidance

        A Listed EntityG should consider its obligations under other chapters of the Markets Rules, in addition to the requirements in these rules.

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

      • Shares in Public Hands

        • MKT 9.7.2

          (1) A Listed EntityG must ensure that a sufficient number of its SharesG are distributed to the public at all times.
          (2) A Listed EntityG which no longer complies with (1) must notify the DFSAG as soon as possible after it first becomes aware of its non-compliance.
          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

          • MKT 9.7.2 Guidance

            Rule 9.3.10(2) and (3) describe the circumstances which a firm must meet for a sufficient number of its SharesG to be distributed to the public.

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

      • Admission to Trading

        • Admission to Trading Guidance

          Pursuant to Article 33(5) of the Law, to be admitted to the List a Listed Entity'sG SecuritiesG must be admitted to trading on an AMIG .

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

        • MKT 9.7.3

          A Listed EntityG must inform the DFSAG in writing as soon as possible if it has:

          (a) requested an AMIG to admit new SecuritiesG of the same class to trading
          (b) requested the re-admittance any of its Listed SecuritiesG to trading following a trading suspension;
          (c) requested an AMIG to delist or suspend trading of any of its Listed SecuritiesG ; or
          (d) been informed by an AMIG that trading of any of its Listed SecuritiesG will be delisted or suspended from trading.
          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
          [Amended] RM163/2015 (Made 9th December 2015). [VER7/02-16]

      • Purchase of own Shares

        • Purchase of own Shares Guidance

          In accordance with Article 64(1)(b) and 64(2)(g) of the Law, compliance with the Rules in this section may operate as a safe harbour from the Market AbuseG provisions in Articles 54 and 58 of the Law. The Rules in this section are in addition to Rule 3.3.4.

          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
          [Amended] DFSA RM120/2013 (Made 14th July 2013). [VER4/07-13]
          [Amended] DFSA RM212/2018 (Made 22nd February 2018). [VER11/04-18]

        • MKT 9.7.4

          (1) A Listed EntityG must not purchase its own SharesG without the prior written approval of the DFSAG .
          (2) The DFSAG may make its approval of a proposal by a Listed EntityG to purchase its own SharesG subject to conditions or restrictions.
          (3) A Listed EntityG which proposes to purchase more than 15% of any class of its SharesG must do so only by way of a tender offer to all shareholders of that class.
          (4) The procedures in Schedule 3 to the Regulatory Law apply to a decision of the DFSAG under (1) not to approve a purchase of SharesG and under (2) to approve a proposal subject to conditions or restrictions.
          (5) If the DFSAG decides to exercise its power under (1) not to approve a purchase of SharesG or under (2) to make its approval subject to conditions or restrictions, the Listed EntityG may refer the matter to the FMTG for review.
          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
          [Amended] DFSA RM134/2014 (Made 21st August 2014). [VER5/06-14]

          • MKT 9.7.4 Guidance

            1. A Listed EntityG should provide the DFSAG with at least 14 clear days in which to review a proposal for the purchase of its own SharesG . The more complex a proposal, the more time that will be required by the DFSAG to review and approve the proposal.
            2. A Listed EntityG which proposes to purchase up to 15 per cent of any class of its SharesG may do so from specific investors or by way of a ShareG repurchase programme.
            3. Conditions and restrictions which the DFSAG may impose on a Listed EntityG which proposes to purchase its own SharesG include:
            a. publication of the details of a ShareG repurchase programme including, where the dates and quantities of SharesG to be purchased during the relevant period are fixed, disclosure of such dates and quantities; and
            b. restrictions on the number of SharesG which may be purchased in any given period.
            c. in the case of a tender offer, limiting the top of the price range to be offered to sellers to a volume-weighted average price for a period preceding the commencement of the ShareG repurchase programme;
            d. in the case of a tender offer, restricting any DirectorG or his AssociateG from undertaking any ShareG transactions during the course of the ShareG repurchase programme;
            e. unless a fixed schedule of ShareG buybacks had been published, restricting ShareG repurchases during any period when the Listed EntityG has unpublished Inside InformationG ;
            f. publication of details of the mechanism that will be used to carry out the ShareG repurchase; and
            g. if the repurchase will take place on the open market, a requirement to ensure that transactions are carried out at arms-length.
            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
            [Amended] DFSA RM212/2018 (Made 22nd February 2018). [VER11/04-18]

        • MKT 9.7.5

          (1) The decision by the BoardG of a Listed EntityG to obtain prior approval from its shareholders for the Listed EntityG to purchase its own securities must be announced to the market as soon as possible after such decision is made.
          (2) The announcement in (1) must set out whether the proposal relates to:
          (a) specific purchases and if so, names of the PersonsG from whom the purchases are to be made; or
          (b) a general authorisation to make the purchases.
          (3) A Listed EntityG must notify the market as soon as possible of the outcome of the shareholders' meeting to decide the proposal in (1).
          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
          [Amended] DFSA RM120/2013 (Made 14th July 2013). [VER4/07-13]

        • MKT 9.7.6

          (1) Any purchase of a Listed Entity'sG own SharesG by or on behalf of the Listed EntityG or any other member its GroupG must be disclosed to the market as soon as possible.
          (2) The disclosure in (1) must include:
          (a) the date of purchase;
          (b) the number of SharesG purchased;
          (c) where relevant, the highest and lowest purchase prices paid:
          (d) the number of SharesG purchased for cancellation and the number of SharesG purchased to be held as treasury SharesG ; and
          (e) where the SharesG were purchased to be held as treasury SharesG , a statement of:
          (i) the total number of treasury SharesG of each class held by the Listed EntityG following the purchase and non-cancellation of such SharesG ; and
          (ii) the number of SharesG of each class that the Listed EntityG has outstanding less the total number of treasury Shares of each class held by the Listed EntityG following the purchase and non-cancellation of such SharesG .
          (3) In (2), "treasury Shares" means SharesG which are:
          (a) admitted to the Official List of SecuritiesG ;
          (b) held by the same company which issued the SharesG ; and
          (c) purchased by the company in (b) using its distributable profits.
          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

      • Other Ongoing Requirements

        • MKT 9.7.7

          A Listed EntityG must ensure that:

          (a) its business remains suitable for listing;
          (b) it can operate its business independently of a controlling shareholder and any AssociateG ; and
          (c) it has adequate systems and controls to eliminate or manage material conflicts of interest in its business on an ongoing basis, at all times.
          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

          • MKT 9.7.7 Guidance

            1. Rule 9.3.4 describes the suitability criteria which the DFSAG will consider when assessing whether a Listed Entity'sG business is suitable for listing.
            2. Rule 9.3.6(3) defines a controlling shareholder for the purposes of the Listing RulesG .
            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

      • Security Specific Disclosures

        • MKT 9.7.8

          A Listed EntityG must make the required market disclosures in accordance with App 3 and section A6.1 and comply with the other continuous obligations in accordance with section A6.2.

          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
          [Amended] DFSA RM120/2013 (Made 14th July 2013). [VER4/07-13]
          [Amended] DFSA RM212/2018 (Made 22nd February 2018). [VER11/04-18]

          • MKT 9.7.8 Guidance

            There are additional disclosure requirements applicable to Islamic SecuritiesG specified in the IFR module.

            [Derived] DFSA RM120/2013 (Made 14th July 2013). [VER4/07-13]

    • MKT 9.8 Provision of Information to the DFSA

      • MKT 9.8.1

        An ApplicantG or Listed EntityG must provide to the DFSAG as soon as possible:

        (a) any information and explanations which the DFSAG may reasonably require to decide whether to grant an application for admission;
        (b) any information which the DFSAG considers appropriate to protect investors or ensure the smooth operation of the market; and
        (c) any other information or explanation which the DFSAG may reasonably require to verify whether the Listing RulesG are being and have been complied with.
        Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

      • Disclosure Requirements

        • MKT 9.8.2

          An Applicant or Listed EntityG which is required by these Listing RulesG to provide information to the DFSAG must provide such information as soon as possible.

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

        • MKT 9.8.3

          A Listed EntityG must ensure that information required to be disclosed to the market under these RulesG is disseminated to the market through one or more Regulatory Announcement ServicesG .

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

        • MKT 9.8.4

          A Listed EntityG must take reasonable care to ensure that information required to be provided to the DFSAG or disclosed to the market under these RulesG is not misleading, false or deceptive and does not omit anything likely to affect the import of such information.

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

      • Notification of Documents Sent to Shareholders

        • MKT 9.8.5

          If a Listed EntityG provides any material document to the shareholders of its Listed SecuritiesG , it must disclose that it has done so as soon as possible by way of market disclosure in accordance with Rule 4.7.1.

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

          • MKT 9.8.5 Guidance

            The DFSAG would consider that a document has been made available to the public if, following the public disclosure, the document is available on the Listed Entity'sG website or on the website of the AMIG on which its SecuritiesG are admitted to trading.

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

      • Contact Details

        • MKT 9.8.6

          A Listed EntityG must ensure that the DFSAG is provided with up to date contact details of appropriate PersonsG nominated by it to act as the first point of contact with the DFSAG in relation to the Listed Entity'sG compliance with the Markets Rules and the Markets Law, as applicable.

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

          • MKT 9.8.6 Guidance

            The DFSAG would expect a Listed Entity'sG contact in Rule 9.8.6 to be of sufficient seniority and influence within the company given the nature of the information which such PersonG would be dealing with and the importance of the role in maintaining the Listed Entity'sG compliance with the Markets Rules and Law.

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