• MKT 2. MKT 2. THE LISTING RULES

    • MKT 2.1 MKT 2.1 Application

      • MKT 2.1.1 MKT 2.1.1

        (1) This chapter applies to every:
        (a) Listed Entity; and
        (b) Applicant for admission of Securities to the Official List of Securities.
        (2) In this chapter:
        (a) a "Listed Entity" means the Reporting Entity of Securities which are admitted to the Official List of Securities;
        (b) "Applicant" means an Applicant for admission of Securities to the Official List of Securities and includes, where the context requires, the Issuer; and
        (c) a reference to Listed Securities is a reference to the Securities of the Issuer or, where the context requires, the Securities for which the Listed Entity is a Reporting Entity but not the Issuer.

        • 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 Regulator may waive or modify one or more requirements of this chapter for Issuers of non-debt or equity Securities where appropriate provided such waiver or modification would not unduly prejudice holders of the Issuer's Securities.
          3. The Regulator may waive or modify one or more requirements of this chapter for an Issuer of a secondary listing if:
          a. the Issuer is from a jurisdiction acceptable to the Regulator because the regulatory regime as it applies to listing is broadly equivalent to the ADGM's regulatory regime;
          b. adequate arrangements exist, or will exist, for co-operation between the ADGM Board or the Regulator and other Person responsible for regulating the Regulated Exchange on which the Securities are listed on a primary listing basis or for regulating listed Companies in the jurisdiction where the Securities are listed on a primary listing basis; and
          c. holders of the Issuer's Shares would not be unduly prejudiced by the waiver or modification.
          4. The Regulator may also modify one or more requirements of this chapter for an Exempt Offeror who wishes to voluntarily comply with the Listing Rules in order to include its Securities on the Official List and thereby seek admission to trading on a Recognised Body. Without such a modification an Exempt Offeror cannot have its Securities included in the Official List. This is because section 50(3) of the FSMR requires that a Recognised Body shall not permit trading of Securities on its facilities unless those Securities are admitted to, and not suspended from, the Official List.
          5. The Regulator is aware that the timing of admittance to trading may not always coincide with the listing application process. However, in practice, the Regulator will generally provide the Applicant with a notice of admittance to the List on condition of a successful admittance to trading on a Recognised Body within a specified period. This notice of admittance can be provided to the relevant Recognised Body when seeking admission to trading on a Recognised Body. At all relevant times the Regulator expects to be in contact with the relevant Recognised Body on which the Securities are to be admitted to trading.
          6. The ADGM will maintain the Official List on the ADGM website.
          7. A Person who wishes to make a complaint about a Listed Entity should use the complaints portal on the ADGM website.

    • MKT 2.2 MKT 2.2 The Listing Principles

      • Guidance

        1. The purpose of the Listing Principles is to ensure that Listed Entities pay due regard to the fundamental role played by them in maintaining market confidence and ensuring a fair and orderly market. The Listing Principles are designed to assist Listed Entities in identifying their obligations and responsibilities under the Listing Rules.
        2. The Listing Principles apply in addition to the Corporate Governance Principles in chapter 9 which apply to all Reporting Entities.

      • Principle 1

        • MKT 2.2.1

          A Listed Entity must take reasonable steps to ensure that its Senior Management and any other relevant Employees understand and comply with their responsibilities and obligations under the Listing Rules.

      • Principle 2

        • MKT 2.2.2

          A Listed Entity 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 Rules.

      • Principle 3

        • MKT 2.2.3

          A Listed Entity must act with integrity towards holders and potential holders of its Listed Securities.

      • Principle 4

        • MKT 2.2.4

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

      • Principle 5

        • MKT 2.2.5

          A Listed Entity must deal with the Regulator in an open and co-operative manner.

      • Principle 6

        • MKT 2.2.6

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

    • MKT 2.3 MKT 2.3 General eligibility requirements

      • Incorporation

        • MKT 2.3.1

          An Applicant 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.

      • Audited financial statements

        • MKT 2.3.2 MKT 2.3.2

          An Applicant must have published or filed audited accounts which:

          (1) cover a prior period of three years or any other shorter period acceptable to the Regulator;
          (2) are consolidated for the Applicant and any of its Subsidiary undertakings;
          (3) have been prepared in accordance with IFRS or other standards acceptable to the Regulator; and
          (4) 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 Regulator.

          • Guidance

            1. The Regulator may modify or waive Rule 2.3.2 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 Issuer and the Shares for which a listing is sought.
            2. The Regulator would accept a shorter period than three years depending on the nature of the Applicant's business and any other material considerations, for example, where the Issuer has been in operation for less than three years.

      • Working capital

        • MKT 2.3.3 MKT 2.3.3

          An Applicant seeking admission of Shares to the List must satisfy the Regulator that it and any Subsidiaries have sufficient working capital available for its present requirements or, if not, how it proposes to provide the additional working capital needed.

          • Guidance

            1. For the purposes of Rule 2.3.3, the Regulator considers "present requirements" to be a minimum period of 12 months from date of listing.
            2. Rule 1.4 of A1.2.2 requires the Directors of an Issuer in its Prospectus to make a statement that it has sufficient working capital for its present requirements (i.e. a "clean" working capital statement). If an Applicant is unable to make a clean working capital statement, the Applicant would need to make a statement that it does not have sufficient working capital and explain how additional working capital will be provided.

      • General suitability

        • MKT 2.3.4 MKT 2.3.4

          (1) An Applicant must demonstrate to the Regulator's satisfaction that it and its business are suitable for listing.
          (2) In satisfying itself that an Applicant and its business are suitable for listing, the Regulator will consider:
          (a) the Applicant's connection with its controlling Shareholders or any other Person;
          (b) whether in the Regulator's reasonable opinion the Applicant is ready and able to comply with its obligations under the FSMR and these Rules;
          (c) any matter in relation to the Applicant, its business or Securities which may harm the integrity or the reputation of the ADGM capital markets or which may pose a risk to the Regulator's objectives described under section 2 of the FSMR; and
          (d) any other matters relevant to the Applicant's suitability.

          • Guidance

            The Regulator would generally not admit to the Official List a cash shell.

      • Management experience and expertise

        • MKT 2.3.5

          An Applicant must demonstrate to the Regulator's satisfaction that its Directors have appropriate experience and expertise in the business operations of the Applicant.

      • Controlling Shareholder

        • MKT 2.3.6 MKT 2.3.6

          (1) Subject to (2), to be admitted to the Official List, an Applicant which has one or more controlling Shareholders must be able to demonstrate to the Regulator that it can operate its business independently of such controlling Shareholder and any Associate thereof.
          (2) The requirement in (1) does not apply if an Applicant can demonstrate to the Regulator's satisfaction that holders of the Issuer's Shares 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 Person, or Persons 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 Applicant; or
          (b) able to control the appointment of one or more Directors who are able to exercise a majority of the votes at Board meetings of the Applicant.

          • Guidance

            The Regulator considers that for an Applicant to operate its business independently of a controlling Shareholder all transactions and relationships between the Listed Entity and any controlling Shareholder (or Associate) must be at arm's length and on normal commercial terms.

      • Conflicts of interest

        • MKT 2.3.7 MKT 2.3.7

          (1) An Applicant 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 Regulator may accept a proposal from an Applicant to eliminate or manage conflicts of interest within a reasonable period after listing if the Applicant can demonstrate to the Regulator's satisfaction that holders of the Issuer's Shares would not be unduly prejudiced by the arrangements.

          • Guidance

            Examples of material conflicts of interest may include Related Party Transactions in Rule 9.5 and situations in which interested Persons:

            a. lend to or borrow from the Issuer or its Group;
            b. lease property to or from the Issuer or its Group; or
            c. have an interest in businesses that are competitors, suppliers or Customers of the Issuer or its Group.

      • Validity and transferability

        • MKT 2.3.8 MKT 2.3.8

          To be admitted to the Official List, an Applicant's Securities must:

          (1) be duly authorised according to the requirements of the Applicant's constitution;
          (2) have any necessary statutory or other consents;
          (3) be freely transferable; and
          (4) in the case of Shares, be fully paid and free from any liens and from any restrictions on the right of transfer.

          • Guidance

            The Regulator may, in exceptional circumstances, waive or modify Rule 2.3.8 where the Applicant has the power to disapprove the transfer of Shares, if the Regulator is satisfied that this power would not disturb the market in those Shares.

      • Market capitalisation

        • MKT 2.3.9

          An Applicant must ensure that the Securities which it seeks to list have an expected aggregate market value at the time of listing of at least:

          (1) $10 million for Shares; and
          (2) $2 million for Debentures.

      • Shares in public hands

        • MKT 2.3.10

          (1) If an application is made for the admission of a class of Shares, a sufficient number of Shares of that class must, no later than the time of admission, be in public hands.
          (2) For the purposes of Rule (1), a sufficient number of Shares will be taken to have been distributed to the public according to the following thresholds:
          (a) In the case of a market capitalisation of the Issuer of under $500 million, when 20% of the Shares for which application for admission has been made are in public hands;
          (b) In the case of a market capitalisation of the Issuer of $500 million or more and under $1 billion, when 15% of the Shares for which application for admission has been made are in public hands; and
          (c) In the case of a market capitalisation of the Issuer of $1 billion or more, when 12% of the Shares for which application for admission has been made are in public hands.
          (3) For the purposes of Rules (1) and (2), Shares are not held in public hands if they are held, directly or indirectly by:
          (a) a Director of the Applicant or of any of its Subsidiary Undertakings;
          (b) a Person connected with a Director of the Applicant or any of its Subsidiary Undertakings;
          (c) the trustees of an Employee Share scheme or pension fund established for the benefit of any Directors or Employees of the Applicant and its Subsidiary Undertakings;
          (d) any Person who under any agreement has a right to nominate a Person to the board of Directors of the Applicant; or
          (e) any Person or Persons in the same Group or Persons acting in concert who have an interest in 5% or more of the Shares of the relevant class.

      • Whole class to be listed

        • MKT 2.3.11

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

          (1) if no Securities of that class are already admitted to the List, relate to all Securities of that class, issued or proposed to be issued; or
          (2) if Securities of that class are already admitted to the List, relate to all further Securities of that class, issued or proposed to be issued.

      • Clearing and Settlement

        • MKT 2.3.12

          To be admitted to the List:

          (1) an Applicant's Securities must be eligible for electronic settlement; and
          (2) the arrangements for settlement and Clearing of trading in such Securities must be acceptable to the Regulator.

      • Warrants

        • MKT 2.3.13

          (1) To be admitted to the List, the total of all issued Warrants to subscribe for Shares must not, subject to (2), exceed 20% of the issued Share capital of the Applicant as at the time of issue of the Warrants.
          (2) Any rights under an Employee Share scheme are excluded from the 20% calculation in (1).

      • Depository receipts

        • MKT 2.3.14

          A Listed Entity in respect of Certificates which are depository receipts must ensure that:

          (1) at the time of issue of such Certificates the payments received from the issue of the depository receipts are sufficient to meet the payments required for the issuance of the underlying Securities; and
          (2) the underlying Securities or any rights, monies or benefits related to the underlying Securities are not treated as assets or liabilities of the Issuer of the Certificates under the law, whether for the purposes of insolvency or otherwise.

    • MKT 2.4 MKT 2.4 Application for admission to the List

      • Listing application

        • MKT 2.4.1

          An Applicant must apply to the Regulator by:

          (1) submitting in final form the relevant documents in such form as the Regulator shall prescribe;
          (2) paying the fee set out in FEES 3.9.1 at the time of submission of the completed application form;
          (3) submitting all additional documents, explanations and information as may be required by the Regulator, including the documents specified in Rules 2.4.4 and 2.4.5; and
          (4) submitting verification of any information in such manner as the Regulator may specify.

        • MKT 2.4.2 MKT 2.4.2

          All the documents in Rule 2.4.1 must be submitted to the Regulator at the Regulator's address.

          • Guidance

            1. Before submitting the documents referred to in Rule 2.4.1, an Applicant should contact the Regulator to agree the date on which the Regulator will consider the application.
            2. When considering an application for admission of Securities to the List, the Regulator 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 Applicant answer questions and explain any matter the Regulator 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 Applicant be verified in such manner as the Regulator may specify; and
            e. impose any additional conditions on the Applicant as the Regulator considers appropriate.

        • MKT 2.4.3

          An admission of Securities to the List becomes effective only when the Regulator has published the admission by adding such Securities to the Official List of Securities on the ADGM website.

      • Documents to be provided 48 hours in advance

        • MKT 2.4.4 MKT 2.4.4

          The following documents must be submitted by the Applicant, in final form, to the Regulator by 12:00 noon two Business Days before the Regulator is to consider the application:

          (1) a completed application form;
          (2) the Approved Prospectus, and if applicable, any Approved Supplementary Prospectus in respect of the Securities;
          (3) in respect of Securities which are Shares, written confirmation of the number of Shares to be allotted in the Offer; and
          (4) if a Prospectus has not been produced, a copy of the announcement detailing the number and type of Securities that are subject to the application and the circumstances of their issue.

          • Guidance

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

      • Documents to be provided on the day

        • MKT 2.4.5

          The following documents must be submitted, in final form, to the Regulator by the Applicant before 9:00am on the day the Regulator is to consider the application:

          (1) a completed Shareholder statement; and
          (2) a completed pricing statement, in the case of a placing, open Offer or Offer for subscription.

        • MKT 2.4.6

          An Applicant must ensure that the documents required by Rule 2.4.5 are signed by, if appointed, its Sponsor or a duly authorised officer of the Applicant.

      • Documents to be kept

        • MKT 2.4.7

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

          (1) any agreement to acquire any assets, business or Securities in consideration for or in relation to which the Listed Entity's Shares are being issued;
          (2) any letter, report, valuation, contract or other documents referred to in the Prospectus or other document issued in connection with those Securities;
          (3) the Applicant's constitution as at the date of admission;
          (4) the annual report and accounts of the Applicant and of any guarantor, for each of the periods which form part of the Applicant's financial record contained in the Prospectus;
          (5) any interim financial statements which were made up prior to the date of admission;
          (6) any temporary and definitive documents of title;
          (7) in the case of an application in respect of Securities issued pursuant to an Employee Share scheme, the scheme document; and
          (8) copies of Board resolutions of the Applicant allotting or issuing the Shares.

        • MKT 2.4.8 MKT 2.4.8

          An Applicant must provide to the Regulator the documents set out in Rule 2.4.7, if requested to do so.

          • Guidance

            Provided that all the documents required by Rules 2.4.4 and 2.4.5 are complete and received on time, the Regulator would generally expect to process an application for admittance to the List within two days, and in the case of non-equity Securities, one day.

    • MKT 2.5 MKT 2.5 Determination of applications and references

      • Guidance

        • Determination of applications

          1. Under section 50(2) of the FSMR, the Regulator may only grant admission of Securities to an Official List of Securities maintained by it, in accordance with the requirements in the FSMR and the Rules made for the purposes of the FSMR.
          2. Under section 52(1)(b) of the FSMR, the Regulator may impose conditions or restrictions in respect of the admission of Securities to the Official List of Securities, or vary or withdraw such conditions or restrictions.
          3. Under section 52(3) of the FSMR, a Recognised Body or the Regulator, as is relevant, will notify the Applicant in writing of its decision in relation to the application for admission of Securities to the Official List of Securities.
          4. Where the Regulator grants admission of Securities to an Official List of Securities, it will include such Person in its Official List of Securities published on the ADGM website.
          Amended on (3 February, 2020).

    • MKT 2.6 MKT 2.6 Suspending, delisting and restoring a listing

      • Guidance

        Under section 53 of the FSMR, the Regulator may, suspend or delist, or require a Recognised Body to suspend or delist, Securities from an Official List of Securities 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 ADGM, including the interests of its investors, potential investors or capital markets.

      • Suspending Securities from the Official List of Securities

        • Guidance

          Examples of further circumstances that warrant the suspension by the Regulator of Securities from the Official List of Securities include:

          1. the Listed Entity has failed to meet its continuing obligations for listing;
          2. the Listed Entity has failed to publish financial information in accordance with these Rules;
          3. the Listed Entity 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 Entity or the Relevant Securities;
          5. the Listed Entity's Securities have been suspended elsewhere;
          6. the Listed Entity has appointed Administrators or receivers, or is an Investment Trust or Fund and is winding up;
          7. the Relevant Securities are a securitised Derivative and any underlying Instrument is suspended; or
          8. for a Derivative which carries a right to buy or subscribe for another Security, the Security over which the Derivative carries a right to buy or subscribe has been suspended.

        • MKT 2.6.1

          A Listed Entity which has had the listing of any of its Securities suspended must continue to comply with all relevant Listing Rules applicable to it.

        • MKT 2.6.2

          If the Regulator suspends the listing of any Securities, it may impose such requirements on the procedure for lifting the suspension as it considers appropriate.

      • Suspension or delisting at the Listed Entity's request

        • MKT 2.6.3 MKT 2.6.3

          (1) If a Listed Entity wishes to have its Listed Securities suspended or delisted from the List, it must submit a request in writing to the Regulator 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 Securities or the circumstances of the suspension or delisting which the Regulator requires.
          (2) The Regulator may impose such conditions or requirements as it considers appropriate on the suspension or delisting in (1).

          • Guidance

            1. A Listed Entity requesting delisting should submit such request in reasonable time for the Regulator to consider the request and satisfy the Regulator that a delisting would be appropriate.
            2. A Listed Entity requesting cancellation of its listing should provide existing security holders with sufficient notice prior to the cancellation date.
            3. An example of the type of condition the Regulator may impose pursuant to Rule 2.6.3(2) is the imposition of a time limit for the suspension.

      • Restoration of a listing

        • MKT 2.6.4

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

          (1) the smooth operation of the market is no longer jeopardised; or
          (2) where relevant, the suspension is no longer required to protect investors.

        • MKT 2.6.5

          The Regulator may restore the listing of any Securities which have been suspended whether the restoration was requested by the relevant Listed Entity or at the Regulator's own initiative.

      • Delisting Securities from the Official List of Securities

        • MKT 2.6.6 MKT 2.6.6

          For the purposes of section 53 of the FSMR, the circumstances which may warrant the delisting of Securities by the Regulator include, but are not limited to, where:

          (1) the Securities are no longer admitted to trading as required by these Rules and the FSMR;
          (2) the Listed Entity no longer satisfies one or more of its continuing obligations for listing;
          (3) the Securities have been suspended from the Official List for more than six months;
          (4) it is necessary because the Securities have been subject to a merger, Takeover or reverse Takeover;
          (5) the listing is a secondary listing and the Securities have been cancelled on their primary listing or are no longer admitted to trading for such primary listing;
          (6) it is in the interests of the ADGM, including the interests of investors, potential investors or the ADGM capital markets; or
          (7) the Securities have been redeemed or cease to exist for any other reason.

          • Guidance

            In Rule 2.6.2 an example of a breach of the continuing obligations which may warrant a delisting by the Regulator would be where the percentage of Shares in public hands falls below the applicable thresholds set out in Rule 2.3.10(2). The Regulator 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.

    • MKT 2.7 MKT 2.7 Continuing obligations

      • Guidance

        A Listed Entity should consider its obligations under other chapters of this module, in addition to the requirements in these Rules.

      • Information and facilities for Shareholders

        • MKT 2.7.1

          (1) The Board of a Listed Entity must ensure that all the necessary information and facilities are available to its Shareholders to enable them to exercise the rights attaching to their Securities on a well-informed basis.
          (2) Without limiting the generality of the obligation in (1), the Board of a Listed Entity 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 Securities.

      • Shares in public hands

        • MKT 2.7.2 MKT 2.7.2

          (1) A Listed Entity must ensure that a sufficient number of its Shares are distributed to the public at all times.
          (2) A Listed Entity which no longer complies with (1) must notify the Regulator as soon as possible after it first becomes aware of its non-compliance.

          • Guidance

            Rules 2.3.10(2) and (3) describe the circumstances which a firm must meet for a sufficient number of its Shares to be distributed to the public.

      • Admission to trading

        • Guidance

          Pursuant to section 52(7) of the FSMR, to be admitted to the List a Listed Entity's Securities must be admitted to trading on a Recognised Investment Exchange.

        • MKT 2.7.3

          A Listed Entity must inform the Regulator in writing as soon as possible if it has:

          (1) requested a Regulated Exchange to admit new Securities of the same class to trading;
          (2) requested the re-admittance any of its Listed Securities to trading following a trading suspension;
          (3) requested a Regulated Exchange to delist or suspend trading of any of its Listed Securities; or
          (4) been informed by a Regulated Exchange that trading of any of its Listed Securities will be delisted or suspended from trading.

      • Purchase of own Shares

        • Guidance

          The Rules in this section may operate as a safe harbour from the Market Abuse provisions in section 92 of the FSMR and are in addition to Rule 9.3.4.

        • MKT 2.7.4 MKT 2.7.4

          (1) A Listed Entity must not purchase its own Shares without the prior written approval of the Regulator.
          (2) The Regulator may make its approval of a proposal by a Listed Entity to purchase its own Shares subject to conditions or restrictions.
          (3) A Listed Entity which proposes to purchase more than 15% of any class of its Shares must do so only by way of a tender Offer to all Shareholders of that class.
          (4) The procedures in the FSMR apply to a decision of the Regulator under (1) not to approve a purchase of Shares and under (2) to approve a proposal subject to conditions or restrictions.

          • Guidance

            1. A Listed Entity should provide the Regulator with at least 14 days in which to review a proposal for the purchase of its own Shares. The more complex a proposal, the more time that will be required by the Regulator to review and approve the proposal.
            2. A Listed Entity which proposes to purchase up to 15% of any class of its Shares may do so from specific investors or by way of a Share repurchase programme.
            3. Conditions and restrictions which the Regulator may impose on a Listed Entity which proposes to purchase its own Shares include:
            a. publication of the details of a Share repurchase programme including, where the dates and quantities of Shares to be purchased during the relevant period are fixed, disclosure of such dates and quantities;
            b. restrictions on the number of Shares 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 Share repurchase programme;
            d. in the case of a tender Offer, restricting any Director or his Associate from undertaking any Share transactions during the course of the Share repurchase programme; and
            e. unless a fixed schedule of Share Buy-backs Programmes has been published, restricting Share repurchases during any period when the Listed Entity has unpublished Inside Information.

        • MKT 2.7.5

          (1) The decision by the Board of a Listed Entity to obtain prior approval from its Shareholders for the Listed Entity 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 Persons from whom the purchases are to be made; or
          (b) a general authorisation to make the purchases.
          (3) A Listed Entity must notify the market as soon as possible of the outcome of the Shareholders' meeting to decide the proposal in (1).

        • MKT 2.7.6

          (1) Any purchase of a Listed Entity's own Shares by or on behalf of the Listed Entity or any other member of its Group 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 Shares purchased;
          (c) where relevant, the highest and lowest purchase prices paid;
          (d) the number of Shares purchased for cancellation and the number of Shares purchased to be held as Treasury Shares; and
          (e) where the Shares were purchased to be held as Treasury Shares, a statement of:
          (i) the total number of Treasury Shares of each class held by the Listed Entity following the purchase and non-cancellation of such Shares; and
          (ii) the number of Shares of each class that the Listed Entity has outstanding less the total number of Treasury Shares of each class held by the Listed Entity following the purchase and non-cancellation of such Shares.
          (3) In (2), "Treasury Shares" means Shares which are:
          (a) admitted to the Official List of Securities;
          (b) held by the same Company which issued the Shares; and
          (c) purchased by the Company in (b) using its distributable profits.

      • Other on-going requirements

        • MKT 2.7.7 MKT 2.7.7

          A Listed Entity must ensure that at all times:

          (1) its business remains suitable for listing;
          (2) subject to Rule 2.3.6(2), it can operate its business independently of a controlling Shareholder and any Associate; and
          (3) it has adequate systems and controls to eliminate or manage material conflicts of interest in its business on an on-going basis.

          • Guidance

            1. Rule 2.3.4 describes the suitability criteria which the Regulator will consider when assessing whether a Listed Entity's business is suitable for listing.
            2. Rule 2.3.6(3) defines a controlling Shareholder for the purposes of the Listing Rules.

      • Security specific disclosures

        • MKT 2.7.8 MKT 2.7.8

          A Listed Entity must make the required market disclosures in accordance with APP 3 and Rule A6.1 and comply with the other continuous obligations in accordance with Rule A6.2.

          • Guidance

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

    • MKT 2.8 MKT 2.8 Provision of information to the Regulator

      • MKT 2.8.1

        An Applicant or Listed Entity must provide to the Regulator as soon as possible:

        (1) any information and explanations which the Regulator may reasonably require to decide whether to grant an application for admission;
        (2) any information which the Regulator considers appropriate to protect investors or ensure the smooth operation of the market; and
        (3) any other information or explanation which the Regulator may reasonably require to verify whether the Listing Rules are being and have been complied with.

      • Disclosure requirements

        • MKT 2.8.2

          An Applicant or Listed Entity which is required by these Listing Rules to provide information to the Regulator must provide such information as soon as possible.

        • MKT 2.8.3

          A Listed Entity must ensure that information required to be disclosed to the market under these Rules is disseminated to the market through one or more regulatory announcement services.

        • MKT 2.8.4

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

      • Notification of documents sent to Shareholders

        • MKT 2.8.5 MKT 2.8.5

          If a Listed Entity provides any material document to the Shareholders of its Listed Securities, it must disclose that it has done so as soon as possible by way of market disclosure in accordance with Rule 7.7.1.

          • Guidance

            The Regulator 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's website or on the website of the Regulated Exchange on which its Securities are admitted to trading.

      • Contact details

        • MKT 2.8.6 MKT 2.8.6

          A Listed Entity must ensure that the Regulator is provided with up to date contact details of Appropriate Persons nominated by it to act as the first point of contact with the Regulator in relation to the Listed Entity's compliance with the Rules and the FSMR, as applicable.

          • Guidance

            The Regulator would expect a Listed Entity's contact in Rule 2.8.6 to be of sufficient seniority and influence within the Company given the nature of the information which such Person would be dealing with and the importance of the role in maintaining the Listed Entity's compliance with the Rules and the FSMR.