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  • Part 4 Other Requirements

    • AMI 8 Controllers

      • AMI 8.1 Application

        • AMI 8.1.1

          This chapter applies to:

          (a) an Authorised Market InstitutionG ; or
          (b) a PersonG who is a ControllerG as defined in Rule 8.1.2.
          Derived from RM118/2013 [VER15/07-13]

        • Definition of a Controller

          • AMI 8.1.2

            (1) A ControllerG is a PersonG who, either alone or with any AssociateG :
            (a) holds 10% or more of the shares in either the Authorised Market InstitutionG or a Holding CompanyG of that institution;
            (b) is entitled to exercise, or control the exercise of, 10% or more of the voting rights in either the Authorised Market InstitutionG or a Holding CompanyG of that institution; or
            (c) is able to exercise significant influence over the management of the Authorised Market InstitutionG as a result of holding shares or being able to exercise voting rights in the Authorised Market InstitutionG or a Holding CompanyG of that institution or having a current exercisable right to acquire such shares or voting rights.
            (2) A reference in this chapter to:
            (a) a share means:
            (i) in the case of an Authorised Market InstitutionG or a Holding CompanyG of an Authorised Market InstitutionG which has a share capital, its allotted shares;
            (ii) in the case of an Authorised Market InstitutionG or a Holding CompanyG of an Authorised Market InstitutionG with capital but no share capital, rights to a share in its capital; and
            (iii) in the case of an Authorised Market InstitutionG or a Holding CompanyG of an Authorised Market InstitutionG without capital, any interest conferring a right to share in its profits or losses or any obligation to contribute to a share of its debt or expenses in the event of its winding up.
            (b) "a holding" means, in respect of a PersonG , shares, voting rights or a right to acquire shares or voting rights in an Authorised Market InstitutionG or a Holding CompanyG of that institution held by that PersonG either alone or with any AssociateG .
            Derived from RM118/2013 [VER15/07-13]

            • AMI 8.1.2 Guidance

              1. For the purposes of these Rules, the relevant definition of a Holding CompanyG is found in the DIFC Companies LawG . That definition provides when one body corporateG is considered to be a holding companyG or a subsidiary of another body corporateG and extends that concept to the ultimate holding company of the body corporateG .
              2. Pursuant to Rule 8.1.2(1)(c), a Person becomes a Controller if that Person can exert significant management influence over an Authorised Market InstitutionG . The ability to exert significant management influence can arise even where a Person, alone or with Associates, controls less than 10% of the shares or voting rights of the Authorised Market InstitutionG or a Holding CompanyG of that institution. Similarly, a PersonG may be able to exert significant management influence where such Person does not hold shares or voting rights but has exercisable rights to acquire shares or voting rights, such as under OptionsG .
              Derived from RM118/2013 [VER15/07-13]

        • Disregarded Holdings

          • AMI 8.1.3

            For the purposes of determining whether a PersonG is a ControllerG , shares, voting rights or rights to acquire shares or voting rights that a PersonG holds, either alone or with an AssociateG , in an Authorised Market InstitutionG or a Holding CompanyG of that institution are disregarded if:

            (a) the shares are held for the sole purpose of clearing and settling within a short settlement cycle;
            (b) the shares are held in a custodial or nominee capacity and the voting rights attached to the shares are exercised only in accordance with written instructions given to that PersonG by another PersonG ; or
            (c) the PersonG is an Authorised FirmG or a Regulated Financial InstitutionG and it:
            (i) acquires a holding of shares as a result of an underwriting of a share issue or a placement of shares on a firm commitment basis;
            (ii) does not exercise the voting rights attaching to the shares or otherwise intervene in the management of the issuer; and
            (iii) retains the holding for a period less than one year.
            Derived from RM118/2013 [VER15/07-13]

      • AMI 8.2 Changes Relating to Control

        • Requirement for Prior Approval of Controllers of an Authorised Market Institution incorporated under DIFC law

          • AMI 8.2.1

            (1) In the case of an Authorised Market InstitutionG which is incorporated under DIFCG law, a PersonG must not:
            (a) become a ControllerG of the Authorised Market InstitutionG ; or
            (b) increase the level of control which that PersonG has in the Authorised Market InstitutionG beyond a threshold specified in (2), unless that PersonG has obtained the prior written approval of the DFSAG to do so.
            (2) For the purposes of (1)(b), the thresholds at which the prior written approval of the DFSAG is required are when the relevant holding is increased:
            (a) from below 30% to 30% or more; or
            (b) from below 50% to 50% or more.
            Derived from RM118/2013 [VER15/07-13]

            • AMI 8.2.1 Guidance

              See Rule 8.1.2 for the circumstances in which a PersonG becomes a ControllerG of an Authorised Market InstitutionG .

              Derived from RM118/2013 [VER15/07-13]

        • Approval Process

          • AMI 8.2.2

            (1) A PersonG who is required to obtain the prior written approval of the DFSAG pursuant to Rule 8.2.1(1) must make an application to the DFSAG using the appropriate form in AFNG .
            (2) Where the DFSA receives an application under (1), it may:
            (a) approve the proposed acquisition or increase in the level of control;
            (b) approve the proposed acquisition or increase in the level of control subject to such conditions as it considers appropriate; or
            (c) object to the proposed acquisition or increase in the level of control.
            Derived from RM118/2013 [VER15/07-13]

            • AMI 8.2.2 Guidance

              1. A PersonG intending to acquire or increase control in an Authorised Market InstitutionG should submit an application for approval in the appropriate form in AFN sufficiently in advance of the proposed acquisition to be able to obtain the DFSAG approval in time for the proposed acquisition.
              2. Paragraph 3.6.7 of the RPP Sourcebook sets out the matters which the DFSAG takes into consideration when exercising its powers under Rule 8.2.2 to approve, object to or impose conditions of approval relating to a proposed ControllerG or an increase in the level of control of an existing ControllerG .
              Derived from RM118/2013 [VER15/07-13]

          • AMI 8.2.3

            (1) Where the DFSAG proposes to approve a proposed acquisition of or an increase in the level of control in an Authorised Market InstitutionG pursuant to Rule 8.2.2(2)(a), it must:
            (a) do so as soon as practicable and in any event within 90 days of the receipt of a duly completed application, unless a different period is considered appropriate by the DFSAG and notified to the applicant in writing; and
            (b) issue to the applicant, and where appropriate to the Authorised Market InstitutionG , an approval notice as soon as practicable after making that decision.
            (2) An approval, including a conditional approval granted by the DFSAG pursuant to Rule 8.2.2(2)(a) or (b), is valid for a period of one year from the date of the approval, unless an extension is granted by the DFSAG in writing.
            Derived from RM118/2013 [VER15/07-13]

            • AMI 8.2.3 Guidance

              1. If the application for approval lodged with the DFSAG does not contain all the required information, then the 90 day period runs from the date on which all the relevant information is provided to the DFSAG .
              2. If a PersonG who has obtained prior DFSAG approval for an acquisition of or an increase in the control in an Authorised Market InstitutionG is unable to effect the acquisition before the end of the period referred to in Rule 8.2.3(2), it will need to obtain fresh approval from the DFSAG .
              Derived from RM118/2013 [VER15/07-13]

        • Objection or Conditional Approval Process

          • AMI 8.2.4

            (1) Where the DFSAG proposes to exercise its objection or conditional approval power pursuant to Rule 8.2.4(2)(b) or (c) in respect of a proposed acquisition or an increase in the level of control in an Authorised Market InstitutionG , it must, as soon as practicable and in any event within 90 days of the receipt of the duly completed application form, provide to the applicant:
            (a) a written notice stating;
            (i) the DFSA'sG reasons for objecting to that PersonG as a ControllerG or to the Person'sG proposed increase in control; and
            (ii) any proposed conditions subject to which that PersonG may be approved by the DFSAG ; and
            (b) an opportunity to make representations within 14 days of the receipt of such objections notice or such other longer period as agreed to by the DFSAG .
            (2) The DFSAG must, as soon as practicable after receiving representations or, if no representations are received, after the expiry of the period for making representations referred to in (1)(b), issue a final notice stating that:
            (a) the proposed objections and any conditions are withdrawn and the PersonG is an approved ControllerG ;
            (b) the PersonG is approved as a ControllerG subject to conditions specified in the notice; or
            (c) the Person is not approved and therefore is an unacceptable ControllerG with respect to that PersonG becoming a ControllerG of, or increasing the level of control in, the Authorised FirmG .
            (3) If the DFSAG decides to exercise its power under this Rule not to approve a PersonG as a ControllerG or to impose conditions on an approval, the PersonG may refer the matter to the FMTG for review.
            Derived from RM118/2013 [VER15/07-13]
            [Amended] DFSA RM133/2014 (Made 21st August 2014). [VER16/06-14]

            • AMI 8.2.4 Guidance [Deleted]

              [Deleted] DFSA RM133/2014 (Made 21st August 2014). [VER16/06-14]

          • AMI 8.2.5

            (1) A PersonG who has been approved by the DFSAG as a ControllerG of an Authorised Market InstitutionG subject to any conditions must comply with the relevant conditions of approval.
            (2) A PersonG who has been notified by the DFSAG pursuant to Rule 8.2.4(2)(c) as an unacceptable ControllerG must not proceed with the proposed acquisition of control of the Authorised Market InstitutionG .
            Derived from RM118/2013 [VER15/07-13]

            • AMI 8.2.5 Guidance

              A PersonG who acquires control of or increases the level of control in an Authorised Market InstitutionG without the prior DFSAG approval or breaches a condition of approval is in breach of the Rules. See Rule 8.2.10 for the actions that the DFSA may take in such circumstances.

              Derived from RM118/2013 [VER15/07-13]

        • Notification for Decrease in the Level of Control of an AMI Incorporated under DIFC law

          • AMI 8.2.6

            A Controller of an Authorised Market InstitutionG which is incorporated under DIFCG law must submit, using the appropriate form in AFNG , a written notification to the DFSAG where that PersonG :

            (a) proposes to cease being a ControllerG ; or
            (b) proposes to decrease the existing holding from more than 50% to 50% or less.
            Derived from RM118/2013 [VER15/07-13]

        • Notification for Changes in Control Relating to an Authorised Market Institution Incorporated Under Non-DIFC Law

          • AMI 8.2.7

            (1) In the case of an Authorised Market InstitutionG which is incorporated other than under DIFCG law, a written notification to the DFSAG must be submitted by a ControllerG or a PersonG proposing to become a ControllerG in accordance with (3) in respect of any one of the events specified in (2).
            (2) For the purposes of (1), a notification to the DFSAG is required when:
            (a) a Person becomes a ControllerG ;
            (b) an existing ControllerG proposes to cease being a ControllerG ; or
            (c) an existing Controller'sG holding is:
            (i) increased from below 30% to 30% or more;
            (ii) increased from below 50% to 50% or more; or
            (iii) decreased from more than 50% to 50% or less.
            (3) The notification required under (1) must be made using the appropriate form in AFNG as soon as possible, and in any event, before making the relevant acquisition or disposition.
            Derived from RM118/2013 [VER15/07-13]

        • Obligations of an Authorised Market Institution Relating to its Controllers

          • AMI 8.2.8

            (1) An Authorised Market InstitutionG must have adequate systems and controls to monitor:
            (a) any change or proposed change of its ControllersG ; and
            (b) any significant changes in the conduct or circumstances of existing ControllersG which might reasonably be considered to impact the fitness and propriety of the Authorised Market InstitutionG or its ability to conduct business soundly and prudently.
            (2) An Authorised Market InstitutionG must, subject to (3), notify the DFSAG in writing of any event specified in (1) as soon as possible after becoming aware of that event.
            (3) An Authorised Market InstitutionG need not comply with the requirement in (2) if it is satisfied on reasonable grounds that a proposed or existing ControllerG has either already obtained the prior approval of the DFSAG or notified the event to the DFSAG as applicable.
            Derived from RM118/2013 [VER15/07-13]

            • AMI 8.2.8 Guidance

              Steps which an Authorised Market InstitutionG may take in order to monitor changes relating to its ControllersG include the monitoring of any relevant regulatory disclosures, press reports, public announcements, share registers and entitlements to vote, or the control of voting rights, at general meetings.

              Derived from RM118/2013 [VER15/07-13]

          • AMI 8.2.9

            (1) An Authorised Market InstitutionG must submit to the DFSAG an annual report on its ControllersG within four months of its financial year end.
            (2) The Authorised Market Institution'sG annual report on its ControllersG must include:
            (a) the name of each ControllerG ; and
            (b) the current holding of each ControllerG , expressed as a percentage.
            Derived from RM118/2013 [VER15/07-13]

            • AMI 8.2.9 Guidance

              1. An Authorised Market InstitutionG may satisfy the requirements of Rule 8.2.9 by submitting a corporate structure diagram containing the relevant information.
              2. An Authorised Market InstitutionG must take account of the holdings which the ControllerG , either alone or with an AssociateG , has in the Authorised Market InstitutionG or any Holding Company of that institution (see the definition of a ControllerG in Rule 8.1.2).
              Derived from RM118/2013 [VER15/07-13]

        • Other Powers Relating to Controllers

          • AMI 8.2.10

            (1) Without limiting the generality of its other powers, the DFSAG may, subject only to (2), object to a PersonG as a ControllerG of an Authorised Market InstitutionG where such a PersonG :
            (a) has acquired or increased the level of control that PersonG has in an Authorised Market InstitutionG without the prior written approval of the DFSAG as required under Rule 8.2.1;
            (b) has breached the requirement in Rule 8.2.5 to comply with conditions of approval applicable to that PersonG ; or
            (c) is no longer acceptable to the DFSAG as a ControllerG .
            (2) Where the DFSAG proposes to object to a PersonG as a ControllerG of an Authorised Market InstitutionG , the DFSAG must provide such a PersonG with:
            (a) a written notice stating:
            (i) the DFSA'sG reasons for objecting to that PersonG as a ControllerG ; and
            (ii) any proposed conditions subject to which that PersonG may be approved by the DFSAG ; and
            (b) an opportunity to make representations within 14 days of the receipt of such notice or such other longer period as agreed to by the DFSAG .
            (3) The DFSAG must, as soon as practicable after receiving representations, or if no representations are made, after the expiry of the period for making representations referred to in (2)(b), issue a final notice stating that:
            (a) the proposed objections and any conditions are withdrawn and the PersonG is an approved ControllerG ; or
            (b) the PersonG is approved as a ControllerG subject to conditions specified in the notice; or
            (c) the PersonG is an unacceptable ControllerG and accordingly, must dispose of that Person'sG holdings.
            (4) Where the DFSAG has issued a final notice imposing any conditions subject to which a PersonG is approved as a ControllerG , that PersonG must comply with those conditions.
            (5) Where the DFSAG has issued a final notice declaring a PersonG to be an unacceptable ControllerG that PersonG must dispose of the relevant holdings within such period as specified in the final notice.
            (6) If the DFSAG decides to exercise its power under this Rule to object to a PersonG as a ControllerG , to impose conditions on an approval or to require a PersonG to dispose of their holdings, the PersonG may refer the matter to the FMTG for review.
            Derived from RM118/2013 [VER15/07-13]
            [Amended] DFSA RM133/2014 (Made 21st August 2014). [VER16/06-14]

            • AMI 8.2.10 Guidance [Deleted]

              [Deleted] DFSA RM133/2014 (Made 21st August 2014). [VER16/06-14]

    • AMI 9 Supervision of Authorised Market Institutions

      • AMI 9.1 Application

        • AMI 9.1.1

          This chapter applies to every Authorised Market InstitutionG .

          Derived from RM118/2013 [VER15/07-13]

      • AMI 9.2 Relations with Regulators and the Risk Based Approach

        • AMI 9.2.1

          An Authorised Market InstitutionG must deal with regulatory authorities in an open and co-operative manner and keep the DFSAG promptly informed of significant events or activities, wherever they are carried on, relating to the Authorised Market InstitutionG , of which the DFSAG would reasonably expect to be notified.

          Derived from RM118/2013 [VER15/07-13]

        • AMI 9.2.2

          An Authorised Market InstitutionG must advise the DFSAG immediately if it becomes aware, or has reasonable grounds to believe, that a significant breach of a Rule or Licensing RequirementG by the Authorised Market InstitutionG or any of its EmployeesG may have occurred or may be about to occur.

          Derived from RM118/2013 [VER15/07-13]

      • AMI 9.3 Notifications

        • AMI 9.3.1

          Unless otherwise provided, notifications in this section may be made orally or in writing, whichever is more appropriate in the circumstances, but where the Authorised Market InstitutionG gives notice or information orally, it must confirm that notice or information in writing without delay.

          Derived from RM118/2013 [VER15/07-13]

      • AMI 9.4 Key Individuals

        • Notifications

          • AMI 9.4.1

            An Authorised Market InstitutionG must, where an individual ceases or is reasonably likely to cease to be a Key IndividualG of the Authorised Market InstitutionG , give written notice to the DFSAG of that event and take prompt action to replace the Key IndividualG who has ceased to perform the relevant functions.

            Derived from RM118/2013 [VER15/07-13]

            • AMI 9.4.1 Guidance

              1. An Authorised Market InstitutionG must lodge with the DFSAG the relevant applications for the approval of the proposed Key IndividualG in accordance with the requirements in section 3.3.
              2. An Authorised Market InstitutionG should ensure that functions that are assigned to Key IndividualsG as per the definitions of those functions are carried out by the relevant Key IndividualsG or other individuals subject to appropriate oversight and control of the relevant Key IndividualsG .
              3. The DFSAG does not need to be notified where minor changes are made to the responsibilities of a Key IndividualG , but where major changes in responsibilities are made, such as a significant re-alignment of responsibilities, then the DFSAG should be notified with the appropriate information. Such changes may also require the DFSAG prior approval if they are material changes. See section 4.3.
              Derived from RM118/2013 [VER15/07-13]

        • Disciplinary Action and Events Relating to Key Individuals

          • AMI 9.4.2

            Where any Key IndividualG of an Authorised Market InstitutionG :

            (a) is the subject of any:
            (i) disciplinary action arising out of alleged misconduct; or
            (ii) criminal prosecution arising out of alleged misconduct involving fraud or dishonesty;
            (b) resigns as a result of an investigation into alleged misconduct; or
            (c) is dismissed for misconduct;

            the Authorised Market InstitutionG must immediately give the DFSAG notice of that event and give the following information:
            (d) the name of the Key IndividualG and his responsibilities within the Authorised Market InstitutionG ;
            (e) details of the alleged acts of misconduct by that Key IndividualG ; and
            (f) details of any disciplinary action which has been imposed or is proposed to be taken by that body in relation to that Key IndividualG .
            Derived from RM118/2013 [VER15/07-13]

          • AMI 9.4.3

            Where an Authorised Market InstitutionG becomes aware that any of the following events have occurred in relation to a Key IndividualG , it must immediately give the DFSAG notice of that event:

            (a) a petition of bankruptcy is presented against a Key IndividualG ;
            (b) a bankruptcy order is made against a Key IndividualG ; or
            (c) a Key IndividualG entering into a voluntary arrangement with his creditors.
            Derived from RM118/2013 [VER15/07-13]

      • AMI 9.5 Constitution and Governance

        • AMI 9.5.1

          Where an Authorised Market InstitutionG is to circulate any notice or other document proposing any amendment to its memorandum or articles of association, or other document relating to its constitution, to:

          (a) its shareholders or any group or class of them;
          (b) persons granted access to its facilities or any group or class of them; or
          (c) any other group or class of persons which has the power to make that amendment or whole consent or approval is required before it may be made:

          that Authorised Market InstitutionG must give notice of that proposed amendment to the DFSAG setting out the following information:

          (d) the proposed amendment;
          (e) the reasons for the proposal; and
          (f) a description of the group or class of persons to whom the proposal is to be circulated.
          Derived from RM118/2013 [VER15/07-13]

        • AMI 9.5.2

          Where an Authorised Market InstitutionG makes an amendment to its memorandum or articles of association, or other document relating to its constitution, that Authorised Market InstitutionG must immediately give the DFSAG notice of that event, setting out written particulars of that amendment and of the date on which it is to become or became effective.

          Derived from RM118/2013 [VER15/07-13]

        • AMI 9.5.3

          (1) Where any significant change is made to an agreement which relates to the constitution, or to the corporate governance framework or the remuneration structure or strategy, of an Authorised Market InstitutionG , that Authorised Market InstitutionG must give the DFSAG a notice as provided in (2).
          (2) Where any significant change is made to:
          (a) an agreement which relates to the constitution of an Authorised Market InstitutionG , the Authorised Market InstitutionG must give the DFSAG notice of that change as soon as it becomes aware of it, and the date on which it is to become or became effective; or
          (b) the corporate governance framework or the remuneration structure or strategy of an Authorised Market InstitutionG , the Authorised Market InstitutionG must give the DFSAG notice of that change as soon as practicable before making such a change.
          Derived from RM118/2013 [VER15/07-13]

          • AMI 9.5.3 Guidance

            1. Key aspects of the corporate governance framework of an Authorised Market InstitutionG encompass a range of matters. These include the composition of its Governing BodyG , any committees of the Governing BodyG , the senior management and the Persons Undertaking Key Control FunctionsG , the reporting lines between the Governing BodyG , senior management and the Persons Undertaking Key Control FunctionsG and any key policies and practices relating to the internal governance of the firm, such as codes of ethics or its remuneration practices. Significant changes relating to such arrangements and policies need to be notified to the DFSAG pursuant to Rule 9.5.3(2)(b) before making any changes.
            3. Notification relating to proposed changes to corporate governance and remuneration referred to in Rule 9.5.3(2)(b) must be given sufficiently in advance of effecting the proposed change. If there are any concerns that an Authorised Market InstitutionG may not be able to meet the applicable requirements relating to corporate governance and remuneration set out in GEN Rules 5.3.30 and 5.3.31 as a result of a proposed change, the DFSAG may require the Authorised Market InstitutionG to address those concerns effectively before implementing such a change.
            Derived from RM118/2013 [VER15/07-13]

      • AMI 9.6 Financial and Other Information

        • AMI 9.6.1

          An Authorised Market InstitutionG must give the DFSAG :

          (a) a copy of its annual report and accounts; and
          (b) a copy of any consolidated annual report and accounts of any group of which the Authorised Market InstitutionG is a member;

          no later than when the first of the following events occurs:
          (c) three months after the end of the financial year to which the document relates;
          (d) the time when the documents are sent to PersonsG granted access to the facilities or shareholders of the Authorised Market InstitutionG ; or
          (e) the time when the document is sent to a Holding CompanyG of the Authorised Market InstitutionG .
          Derived from RM118/2013 [VER15/07-13]

        • AMI 9.6.2

          Where an audit committee of an Authorised Market InstitutionG has received a report in relation to any period or any matter relating to any Regulatory FunctionsG of that Authorised Market InstitutionG , the Authorised Market InstitutionG must immediately give the DFSAG a copy of that report.

          Derived from RM118/2013 [VER15/07-13]

        • AMI 9.6.3

          An Authorised Market InstitutionG must give the DFSAG a copy of its quarterly management accounts within one month of the end of the period to which they relate.

          Derived from RM118/2013 [VER15/07-13]

        • AMI 9.6.4

          An Authorised Market InstitutionG must give the DFSAG :

          (a) a statement of its anticipated income, expenditure and cash flow for each financial year; and
          (b) an estimated balance sheet showing its position as it is anticipated at the end of each financial year;

          at least 15 days before the beginning of that financial year.

          Derived from RM118/2013 [VER15/07-13]

          • AMI 9.6.4 Guidance

            An Authorised Market InstitutionG is subject to GEN 8 and the requirements imposed by those Rules.

            Derived from RM118/2013 [VER15/07-13]

        • Fees and Charges

          • AMI 9.6.5

            An Authorised Market InstitutionG must give the DFSAG a summary of:

            (a) any proposal for changes to the fees or charges levied on users of its facilities, or any group or class of them, at the same time as the proposal is communicated to the relevant users; and
            (b) any such change, no later than the date when it is published and notified to relevant parties.
            Derived from RM118/2013 [VER15/07-13]

      • AMI 9.7 Complaints

        • AMI 9.7.1

          Where an Authorised Market InstitutionG has investigated a complaint arising in connection with the performance of, or failure to perform, any of its Regulatory FunctionsG , and the conclusion is, that the Authorised Market InstitutionG should:

          (a) make a compensatory payment to any person; or
          (b) remedy the matter which was the subject of that complaint,

          the Authorised Market InstitutionG must immediately notify the DFSAG of that event and give the DFSAG a copy of the report and particulars of the recommendation as soon as that report or those recommendations are available to it.

          Derived from RM118/2013 [VER15/07-13]

      • AMI 9.8 Notification

        • Notification in Respect of Trading

          • AMI 9.8.1

            Where an Authorised Market InstitutionG proposes to remove from trading or admit to trading, by means of its facilities, a class of Investment which it has not previously traded, but is licensed to do so, it must give the DFSAG notice of that event, at the same time as the proposal is communicated to persons granted access to its facilities or shareholders, with the following information;

            (a) a description of the Investment to which the proposal relates;
            (b) where that Investment is a derivative product, the proposed terms of that derivative; and
            (c) the name of any clearing or settlement facility in respect of that InvestmentG .
            Derived from RM118/2013 [VER15/07-13]

          • AMI 9.8.2

            Where an Authorised Market InstitutionG decides to suspend, restore from suspension or cease trading any Investment, it must immediately notify the DFSAG and any person granted access to its facilities of the decision.

            Derived from RM118/2013 [VER15/07-13]

          • AMI 9.8.3

            Where a Clearing HouseG proposes to cease clearing or settling, or to commence clearing or settling, by means of its facilities, a class of InvestmentG which it has not previously cleared or settled, but is licensed to do so, it must give the DFSAG notice of that event, at the same time as the proposal is communicated to persons granted access to its facilities or shareholders, with the following information;

            (a) a description of the Investment to which the proposal relates;
            (b) where that InvestmentG is a derivative product, the proposed terms of that derivative; and
            (c) the name of any trading facility in respect of that Investment.
            Derived from RM118/2013 [VER15/07-13]

            • AMI 9.8.3 Delisting or Suspension of Securities from an Official List of Securities

              • AMI 9.8.3 Guidance

                An Authorised Market InstitutionG which maintains an Official List of SecuritiesG has the power under Article 35(1) of the Markets Law 2012 to delist or suspend Securities from its Official List of SecuritiesG .

                Derived from RM118/2013 [VER15/07-13]

          • AMI 9.8.4

            Where an Authorised Market InstitutionG suspends, restores or delists from suspension any SecuritiesG from an Official List of SecuritiesG it maintains under an endorsement on its LicenceG , it must immediately notify the DFSAG of its decision and the reasons for the decision.

            Derived from RM118/2013 [VER15/07-13]

      • AMI 9.9 Information Technology Systems

        • AMI 9.9.1

          Where an Authorised Market InstitutionG changes any of its plans for action in response to a failure of any of its information technology systems resulting in disruption to the operation of its facilities, it must immediately give the DFSAG notice of that event, and a copy of the revised or new plan.

          Derived from RM118/2013 [VER15/07-13]

        • AMI 9.9.2

          Where any reserve information technology system of an Authorised Market InstitutionG fails in such a way that, if the main information technology system of that body were also to fail, it would be unable to operate any of its facilities during its normal hours of operation, that body must immediately give the DFSAG notice of that event, and inform the DFSAG of:

          (a) what action that Authorised Market InstitutionG is taking to restore the operation of the reserve information technology system; and
          (b) when it is expected that the operation of that system will be restored.
          Derived from RM118/2013 [VER15/07-13]

        • Inability to Discharge Regulatory Functions

          • AMI 9.9.3

            Where, because of the occurrence of any event or circumstances, an Authorised Market InstitutionG is unable to discharge any Regulatory FunctionG , it must immediately give the DFSAG written notice of its inability to discharge that function, and inform the DFSAG of:

            (a) what event or circumstance has caused it to become unable to do so;
            (b) which of its Regulatory FunctionsG it is unable to discharge; and
            (c) what action, if any, it is taking or proposes to take to deal with the situation and, in particular, to enable it to recommence discharging that Regulatory FunctionG .
            Derived from RM118/2013 [VER15/07-13]

      • AMI 9.10 Investigations and Disciplinary Action

        • AMI 9.10.1

          Where an Authorised Market InstitutionG becomes aware that a person other than the DFSAG has been appointed by any regulatory authority to investigate:

          (a) any business transacted on or through its facilities; or
          (b) any aspect of the clearing or settlement services which it provides,

          it must immediately give the DFSAG notice of that event.

          Derived from RM118/2013 [VER15/07-13]

          • AMI 9.10.1 Guidance

            An Authorised Market InstitutionG need not give the DFSAG notice of:

            a. routine inspections or visits undertaken in the course of regular monitoring, complaints handling or as part of a series of theme visits;
            b. routine requests for information; or
            c. investigations into the conduct of PersonsG granted access to the facilities of an Authorised Market InstitutionG where the use of its facilities is a small or incidental part of the subject matter of the investigation.
            Derived from RM118/2013 [VER15/07-13]

        • Disciplinary Action Relating to Persons Granted Access to its Facilities

          • AMI 9.10.2

            Where an Authorised Market InstitutionG has taken disciplinary action against a MemberG or any other PersonG granted access to its facilities, or any EmployeeG of such PersonG , in respect of a breach of its Business RulesG , trading rules or Listing RulesG , the Authorised Market InstitutionG must immediately notify the DFSAG of that event, and give:

            (a) the name of the PersonG concerned;
            (b) details of the disciplinary action taken by the Authorised Market InstitutionG ; and
            (c) the Authorised Market InstitutionG 's reasons for taking that disciplinary action.
            Derived from RM118/2013 [VER15/07-13]

          • AMI 9.10.3

            Where an appeal is lodged against any disciplinary action referred to in Rule 9.10.2, the Authorised Market InstitutionG must immediately give the DFSAG notice of that event and:

            (a) the name of the appellant and the grounds on which the appeal is based, immediately; and
            (b) the outcome of the appeal, when known.
            Derived from RM118/2013 [VER15/07-13]

        • Criminal Offences and Civil Prohibition

          • AMI 9.10.4

            Where an Authorised Market InstitutionG has information tending to suggest that any person has:

            (a) been carrying on Financial ServicesG in the DIFCG in contravention of the general prohibition;
            (b) engaged in Market AbuseG ; or
            (c) engaged in financial crime or money laundering;

            it must immediately give the DFSAG notice of that event, along with full details of that information in writing. In regard to (c) the AMIG must immediately inform the appropriate authorities in the U.A.EG .

            Derived from RM118/2013 [VER15/07-13]
            [Amended] RM193/2016 (Made 7th December 2016). [VER18/02-17]

        • Directions by an Authorised Market Institution

          • AMI 9.10.5

            Where an Authorised Market InstitutionG :

            (a) decides to limit the open position of any PersonG in InvestmentsG ; or
            (b) issues directions to any PersonG to close out his position in any InvestmentG ;

            that Authorised Market InstitutionG must immediately give the DFSAG notice of that event, and the Person'sG name, the InvestmentG and size of any position to be limited or closed-out and the reasons for the Authorised Market Institution'sG decision.

            Derived from RM118/2013 [VER15/07-13]

      • AMI 9.11 Supervisory Directions

        • AMI 9.11 Guidance

          1. Article 26 of the Markets Law provides as follows:
          "(1) Without limiting the application of the Regulatory LawG 2004, the DFSAG may direct an Authorised Market InstitutionG to do or not do specified things that the DFSAG considers are necessary or desirable or ensure the integrity of the financial services industry in the DIFCG , including but not limited to, directions:
          (a) requiring compliance with any duty, requirement, prohibition, obligation or responsibility applicable to an Authorised Market InstitutionG ;
          (b) requiring an Authorised Market InstitutionG to act in a specified manner in relation to transactions conducted on or through the facilities operated by an Authorised Market InstitutionG , or in relation to a specified class of transactions; or
          (c) requiring an Authorised Market InstitutionG to act in a specified manner or to exercise its powers under any rules that the Authorised Market InstitutionG has made.
          (2) Without limiting the application of Article 75 of the Regulatory LawG 2004, the DFSAG may direct an Authorised Market InstitutionG to:
          (a) close the market or facilities operated by an Authorised Market InstitutionG in a particular manner or for a specified period;
          (b) suspend transactions on the market or through the facilities operated by an Authorised Market InstitutionG ;
          (c) suspend transactions in InvestmentsG conducted on the market or through the facilities operated by an Authorised Market InstitutionG ;
          (d) prohibit trading in Investments conducted on the market or through the facilities operated by an Authorised Market InstitutionG ;
          (e) defer for a specified period the completion date of transactions conducted on the market or through the facilities operated by an Authorised Market InstitutionG ;
          (f) prohibit a specified person from undertaking any transactions on the facilities operated by the Authorised Market InstitutionG ; or
          (g) do any act or thing, or not do any act or thing, in order to ensure an orderly market, or reduce risk to the DFSA'sG objectives."
          2. The DFSAG expects to use these powers only in exceptional circumstances. Factors the DFSAG will consider in exercising these powers include:
          a. what steps the Authorised Market InstitutionG has taken or is taking in respect of the issue being addressed in the planned direction;
          b. the impact on the DFSA'sG objectives if a direction were not issued; or
          c. whether it is in the interests of the DIFCG .
          3. The Decision NoticeG given by the DFSAG will specify what an Authorised Market InstitutionG is required to do under the exercise of such powers.
          Derived from RM118/2013 [VER15/07-13]
          [Amended] DFSA RM133/2014 (Made 21st August 2014). [VER16/06-14]

      • AMI 9.12 Reports

        • AMI 9.12.1

          For the purposes of Article 74(2) of the Regulatory LawG 2004, an Authorised Market InstitutionG must deliver to the DFSAG a report in writing at such times as the DFSAG may direct addressing those matters contained in Article 74(2)(a)-(d) of the Regulatory LawG and such other matters as the DFSAG may reasonably require.

          Derived from RM118/2013 [VER15/07-13]

      • AMI 9.13 Listing Directions

        Derived from RM118/2013 [VER15/07-13]

        • AMI 9.13 Guidance

          Article 35(2) of the Markets LawG 2012 allows the DFSAG to direct an Authorised Market InstitutionG to suspend or restore from suspension or delist SecuritiesG from its Official List of SecuritiesG . Such directions may take immediate effect or from a date and time as may be specified in the directive.

          Derived from RM118/2013 [VER15/07-13]

      • AMI 9.14 Public Disclosures of Decisions in Relation to an Official List of Securities of an Authorised Market Institution

        • AMI 9.14.1

          (1) An Authorised Market InstitutionG must make a market disclosure:
          (a) on the website of the Authorised Market InstitutionG ; and
          (b) to the DFSAG ,
          of decisions in relation to the following events:
          (c) an admission of SecuritiesG to its Official List of SecuritiesG ;
          (d) a suspension of SecuritiesG from its Official List of SecuritiesG ;
          (e) a restoration from suspension of SecuritiesG from its Official List of SecuritiesG ;
          (f) a delisting of SecuritiesG from its Official List of SecuritiesG ; and
          (g) a suspension, restoration from suspension or decision to cease trading of any InvestmentG .
          (2) The disclosure made in accordance with (1) should also indicate whether the event was made under a direction made to the Authorised Market InstitutionG by the DFSA.
          Derived from RM118/2013 [VER15/07-13]

          • AMI 9.14.1 Guidance

            Disclosures made in accordance with Rule 9.14.1 are designed to help ensure that an orderly market exists in relation to SecuritiesG admitted to an Official List of SecuritiesG of an Authorised Market InstitutionG .

            Derived from RM118/2013 [VER15/07-13]

    • AMI 10 Withdrawal of a Licence

      • AMI 10.1 Application

        • AMI 10.1.1

          This chapter applies to an Authorised Market InstitutionG .

          Derived from RM118/2013 [VER15/07-13]

      • AMI 10.2 Withdrawal of a Licence at an Authorised Market Institution's request

        • AMI 10.2.1

          (1) An Authorised Market InstitutionG must continue to carry on every Financial ServiceG it is authorised to conduct under its LicenceG until its LicenceG is withdrawn or the DFSAG consents in writing.
          (2) An Authorised Market InstitutionG seeking to have its LicenceG withdrawn must submit a request in writing stating:
          (a) the reasons for the request;
          (b) the date on which it will cease to carry on Financial ServicesG in or from the DIFCG ;
          (c) how PersonsG using facilities maintained by it for trading, clearing or settlement, as applicable, are affected and any alternative arrangements made for the trading, clearing or settlement;
          (d) where applicable, how persons with SecuritiesG admitted to an Official List of SecuritiesG maintained by it are affected and any alternative arrangements made for the listing and trading of the relevant SecuritiesG ; and
          (e) that it has discharged, or will discharge, all obligations owed to its users in respect of whom the Authorised Market InstitutionG has carried on Financial ServicesG in or from the DIFCG .
          Derived from RM118/2013 [VER15/07-13]

          • AMI 10.2.1 Guidance

            1. The DFSAG will need to be satisfied when considering requests under Rule 10.2.1, that an Authorised Market InstitutionG has made appropriate arrangements with respect to its existing users (including the receipt of consent where required) and, in particular:
            a. whether there may be a long period in which the business will be wound down or transferred;
            b. whether money and other assets belonging to users must be returned to them; and
            c. whether there is any other matter which the DFSAG would reasonably expect to be resolved before granting a request for the withdrawal of a LicenceG .
            2. In determining a request for the withdrawal of a LicenceG , the DFSAG may require additional procedures or information as appropriate including evidence that the Authorised Market InstitutionG has ceased to carry on Financial ServicesG .
            3. Detailed plans should be submitted where there may be an extensive period of wind-down. It may not be appropriate for an Authorised Market InstitutionG to immediately request a withdrawal of its LicenceG in all circumstances, although it may wish to consider reducing the scope of its LicenceG during this period. Authorised Market InstitutionG should discuss these arrangements with the DFSAG .
            4. The DFSAG may refuse a request for the withdrawal of a LicenceG where it appears that users and customers may be adversely affected.
            5. The DFSAG may also refuse a request for the withdrawal of a LicenceG where:
            a. the Authorised Market InstitutionG has failed to settle its debts to the DFSAG ; or
            b. it is in the interests of a current or pending investigation by the DFSAG , or by another regulatory body or Financial Services RegulatorG .
            6. Under Article 63 where the DFSAG grants a request for the withdrawal of a LicenceG , the DFSAG may continue to exercise any power under the Regulatory Law, the Markets Law or Rules in relation to an Authorised Market InstitutionG for a period of three years from the date on which it became aware of the matter giving rise to the right to exercise the power.
            Derived from RM118/2013 [VER15/07-13]
            [Amended] DFSA RM133/2014 (Made 21st August 2014). [VER16/06-14]

      • AMI 10.3 Withdrawal of a Licence on the DFSA's Initiative

        • AMI 10.3 Guidance

          In section 10.2 above, an application to withdraw a LicenceG will be at the Authorised Market InstitutionG 's request. Under Article 51 of the Regulatory Law, the DFSAG may act on its own initiative to withdraw an Authorised Market Institution'sG LicenceG in cases when the Authorised Market InstitutionG no longer has authority to carry on any Financial ServiceG , is no longer meeting the conditions of its LicenceG or has failed to remove a ControllerG in the circumstances described in Article 64 of the Regulatory LawG .

          Derived from RM118/2013 [VER15/07-13]

    • AMI 11 Appeals from Authorised Market Institution Decisions

      • AMI 11.1 Application

        • AMI 11.1.1

          (1) Pursuant to Article 30 of the Regulatory LawG , any PersonG who:
          (a) is aggrieved by a decision of the Authorised Market InstitutionG ;
          (b) has a right to a further appeal of the Authorised Market InstitutionG decision to a tribunal under the Business RulesG of that Authorised Market InstitutionG ; and
          (c) has exhausted the internal appeal process of that Authorised Market InstitutionG ;
          may appeal the Authorised Market InstitutionG decision by commencing a regulatory proceeding before the FMTG .
          (2) The grounds on which an appeal may lie under this Rule are limited to the following:
          (a) an error of law or jurisdiction;
          (b) a breach of the rules of natural justice; or
          (c) the decision is manifestly unreasonable.
          Derived from RM118/2013 [VER15/07-13]
          [Amended] DFSA RM133/2014 (Made 21st August 2014). [VER16/06-14]

    • AMI 12 Transition and Saving

      • AMI 12.1 Transitional Rule for Key Individuals

        • AMI 12.1.1

          (1) In this Rule:
          (a) "Commencement Date" means the date on which the DIFC Law Amendment Law No. 1 of 2014 comes into force;
          (b) "Current Regime" means the provisions in the Regulatory LawG and AMIG module as in force on the Commencement DateG ; and
          (c) "Previous Regime" means the provisions in the Regulatory LawG and AMIG module as in force immediately before the Commencement DateG .
          (2) A PersonG who was authorised as a Key IndividualG by the DFSAG under the Previous RegimeG is on the Commencement DateG deemed to be authorised as a Key IndividualG by the DFSAG under the Current RegimeG .
          Derived from RM118/2013 [VER15/07-13]
          [Amended] DFSA RM133/2014 (Made 21st August 2014). [VER16/06-14]

        • AMI 12.1.2 [Deleted]

          [Deleted] DFSA RM133/2014 (Made 21st August 2014). [VER16/06-14]

      • AMI 12.2 [Deleted]

        • AMI 12.2.1 [Deleted]

          [Deleted] DFSA RM133/2014 (Made 21st August 2014). [VER16/06-14]

      • AMI 12.3 Saving Rules

        • AMI 12.3.1

          (1) Save as provided in Rule 12.2.1, anything done or omitted to be done pursuant to or for the purposes of the Previous RegimeG is deemed to be done or omitted to be done pursuant to or for the purposes of the Current Regime.
          (2) Without prejudice to (1):
          (a) any right, privilege, remedy, obligation or liability accrued to or incurred by any PersonG ; and
          (b) any investigation or legal or administrative proceeding commenced or to be commenced in respect of any right, privilege, remedy, obligation or liability,
          under the Previous RegimeG continues and is enforceable under the Current RegimeG .
          Derived from RM118/2013 [VER15/07-13]