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Dubai Financial Services Authority (DFSA): Contents

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  • 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]