MKT 1.1 MKT 1.1 Application
MKT 1.1.1(1) The Rules in this module ("MKT") are made for the purposes of the Financial Services and Markets Regulations 2015 ("FSMR") and apply to every Person to whom that legislation applies.(2) Without limiting the generality of (1), this module applies to:(a) a Person making an Offer of Securities to the Public except in relation to Units of a Fund;(b) a Person applying to have Securities admitted to trading on a Recognised Body;(c) a Person specified in Rule 4.10.1 as liable for the content of a Prospectus;(d) a Reporting Entity;(e) a Person who is a Related Party;(f) a Person who is a Restricted Person;(g) a Person who is a Connected Person; and(h) a Person appointed as a Sponsor, compliance adviser or other expert adviser of a Reporting Entity.
Where a Rule prescribes a requirement on a Reporting Entity or an Undertaking, each Director, Partner or other Person charged with the management of that Reporting Entity or Undertaking must take all reasonable steps within its control to secure compliance with the requirement by the Reporting Entity or Undertaking.
MKT 1.1.3 MKT 1.1.3
Where a Rule prescribes a requirement relating to a Director, Partner or Employee of a Reporting Entity or an Undertaking:(1) the Director, Partner or Employee, as the case may be, must take all reasonable steps within his control to secure compliance with the requirement; and(2) the Reporting Entity or Undertaking must take all reasonable steps to ensure compliance with the requirement by the Director, Partner or Employee.
Application to Listed Funds1. Where Units of a Fund are admitted to trading on a Recognised Body, such a Fund is a Listed Fund. A reference to a Reporting Entity in relation to a Listed Fund is a reference to the Fund Manager of that Fund, unless another person has been declared by the Regulator as the Reporting Entity of the Fund.2. Accordingly, any obligations of a Reporting Entity of a Listed Fund are, unless the context requires otherwise, obligations imposed on the Reporting Entity in respect of the Listed Fund. Therefore, the obligations imposed by the FSMR and these Rules apply to the Governing Body of the Reporting Entity and to every member of the Governing Body in the manner specified in Rules 1.1.2 and 1.1.3.
Waivers and modifications3. The Regulator may, pursuant to section 9 of the FSMR, waive or modify the application of the provisions in the FSMR where it considers appropriate or desirable in the interests of the ADGM to do so and, in accordance with the procedures set out in Guidance 4 below.4. Generally, the Regulator will exercise the section 9 FSMR power sparingly and only in circumstances where there is a clearly demonstrated case for granting a waiver or modification of the FSMR, such as:a. to alleviate any undue regulatory burden on a Person in complying with the requirements in the FSMR in circumstances where investor protection intended by the relevant provisions is not reduced; orb. to apply to a Person upon request (i.e. on a consent basis) the provisions of the FSMR which, without a modification, will not apply to that Person. For example, an Exempt Offeror (i.e. a Person such as a government or government instrumentality included in the ADGM's Exempt Offeror List in APP 5) who is not subject to the Prospectus disclosure and the liability regime in the FSMR and these Rules may apply to the Regulator for a modification to section 61 of the FSMR so that it can make a Prospectus Offer of its Securities in accordance with the relevant Prospectus disclosure and liability regime in the FSMR and these Rules.5. The Regulator also has the power, pursuant to section 9 of the FSMR, to waive or modify these Rules. The Guidance and Policies Manual (GPM) gives further information on how to seek a waiver or modification.