MKT 2.3 MKT 2.3 General eligibility requirements
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.
Guidance1. 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.
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.
Guidance1. 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.
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.
The Regulator would generally not admit to the Official List a cash shell.
Management experience and expertise
An Applicant must demonstrate to the Regulator's satisfaction that its Directors have appropriate experience and expertise in the business operations of the Applicant.
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.
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.
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; orc. 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.
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.
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
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
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.
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).
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.