• MKT 1.2 MKT 1.2 Overview of the module

    • Guidance

      • Listing Rules — chapter 2

        1. Chapter 2 sets out the ADGM's Listing Rules.

      • Listed funds — chapter 3

        2. Chapter 3 contains, with the exception of the requirements in chapters 5 (Sponsors) and 8 (Systems and Controls), all the requirements applicable to a Reporting Entity of a Listed Fund. These requirements, while mirroring the requirements applicable to other Reporting Entities, have been tailored to take account of the characteristics of Funds. These include:
        a. general requirements applicable to Listed Funds;
        b. Prospectus requirements for the purposes of having Units of a Fund admitted to trading on a Recognised Body;
        c. governance requirements applicable to Listed Funds;
        d. market disclosure of information relating to Listed Funds; and
        e. financial reporting requirements applicable to Listed Funds.

      • Offer of Securities — chapter 4

        3. Chapter 4 contains:
        a. the requirements applicable to a Person who:
        i. makes an Offer of Securities to the Public (other than in respect of Units, which are covered by the Prospectus and other requirements in the Fund Rules); or
        ii. applies to have Securities admitted to trading on a Recognised Body (other than the admission to trading of Units, which is governed by the requirements in chapter 3);
        b. the types of Exempt Offers (i.e. Securities which can be offered to the public without a Prospectus), Exempt Securities (i.e. Securities which can be admitted to trading on a Recognised Body without a Prospectus) and Exempt Communications (i.e. communications relating to Securities which are not treated as a Prospectus);
        c. the requirements and procedures relating to the approval of a Prospectus by the Regulator;
        d. the requirements and procedures relating to the structure and content of a Prospectus including:
        i. when material may be incorporated into a Prospectus by reference; and
        ii. liability for the content of a Prospectus including the liability of Experts and other Persons whose reports or opinions are included in a Prospectus with their consent for such inclusion; and
        e. the circumstances in which the Regulator may accept an Offer document prepared in accordance with the legislation applicable in a jurisdiction other than the Regulator as sufficient for the purposes of meeting the Prospectus requirements in the FSMR and these Rules.

      • Sponsors and compliance advisers — chapter 5

        4. The Regulator has the discretion to require the appointment of a Sponsor, compliance adviser or other expert adviser by a Reporting Entity, including that of a Listed Fund. Chapter 5 contains the requirements relating to the appointment of such Sponsors, compliance advisers and other expert advisers, and the obligations that apply to such Persons and the Reporting Entity where such Sponsors or compliance advisers are appointed.

      • Market Abuse, Price Stabilisation and Buy-back Programmes — chapter 6

        5. Chapter 6 sets out the ADGM's provisions on Market Abuse, as outlined within the FSMR, and the procedures for Price Stabilisation and Buy-back Programmes.

      • Market disclosure — chapter 7

        6. Every Reporting Entity is required to disclose to the market certain types of information either relating to the Securities of the Reporting Entity or the Reporting Entity itself. Such disclosure is designed to ensure that the markets are continually updated with information that is likely to have an impact on the price of the Securities so that investors can make an informed judgement about those Securities. For this purpose, chapter 7 requires disclosure of Inside Information, with carve-outs for non-disclosure of commercially sensitive information for a limited period, as well as disclosures of interests held by Persons in positions of control or influence relating to a Reporting Entity (such as Controllers and their associates, called "Connected Persons"), and the disclosure of Directors' notifiable interests in the Reporting Entity. The means by which disclosure of the information required to be provided to the markets are also specified in this chapter.

      • Systems and controls — chapter 8

        7. Chapter 8 sets out the systems and controls a Reporting Entity, including a Reporting Entity of a Listed Fund, must have in order to be able to comply with the requirements applicable to that Person.

      • Governance of Reporting Entities — chapter 9

        8. Chapter 9 covers a wide range of Corporate Governance requirements applicable to Reporting Entities including:
        a. seven high-level Corporate Governance Principles, with best practice standards relating to those principles which apply on a "comply or explain" basis and which are set out in APP 4;
        b. Directors' duties, including acting in good faith and applying due diligence and care in the discharge of their duties and functions;
        c. provisions to ensure fair treatment of Shareholders in the conduct of affairs of the Company, such as provisions relating to communication with Shareholders, exercise of pre-emption rights, reduction of Share capital and a list of matters that require approval by a majority of Shareholders in voting; and
        d. provisions to address conflicts of interest. For example individuals involved in the Senior Management of the Reporting Entity (such as executive Directors and other senior executives, called "Restricted Persons"), are prohibited from dealing in the Securities of the Reporting Entity during "close periods", unless prior clearance for those dealings is obtained. Similarly, Persons who qualify as Related Parties of the Reporting Entity are prohibited from entering into commercial transactions with the Reporting Entity unless certain requirements are followed.

      • Accounting periods, financial reports and auditing — chapter 10

        9. Every Reporting Entity is required to prepare and file certain annual, semi-annual and other periodic financial reports relating to the financial position of the Reporting Entity. Such reports are required to be prepared in accordance with the specified internationally accepted accounting standards and, in the case of annual financial reports, required to be audited. The requirements relating to the preparation and audit of the financial statements and the disclosure of such reports within specified periods are set out in chapter 10.