• Part 6 Part 6 Official Listing and Offers

    • The Official List

      • 50. The Official List

        (1) The Regulator must maintain the Official List. In maintaining the Official List the Regulator may refer to itself as the Listing Authority.
        (2) The Regulator may admit to the Official List such Securities as it considers appropriate in accordance with this Part.
        (3) A Recognised Investment Exchange shall not permit trading of Securities on its facilities unless those Securities are admitted to, and not suspended from, the Official List except where otherwise prescribed in the Rules made by the Regulator.
        Amended on (21 February, 2018).

    • Listing

      • 51. Applications for Listing

        (1) Admission to the Official List may be granted only on an Application made to the Regulator in such manner as may be required by Listing Rules.
        (2) No Application for Listing may be entertained by the Regulator unless it is made by, or with the consent of, the Issuer of the Securities concerned.
        (3) The Regulator may not grant an Application for Listing unless it is satisfied that —
        (a) the requirements of Listing Rules (so far as they apply to the Application); and
        (b) any other requirements imposed by the Regulator in relation to the Application;
        are complied with.

      • 52. Decision on Application

        (1) The Regulator may —
        (a) refuse an Application for Listing; or
        (b) impose conditions or restrictions, in respect of the admission of Securities to the Official List, or vary or withdraw such conditions or restrictions;
        in the circumstances specified in subsection (2).
        (2) The Regulator may exercise its powers under subsection (1) where —
        (a) the Regulator reasonably considers, for a reason relating to the Issuer of the Securities or to the Securities, that —
        (i) granting the Securities admission to the Official List would be detrimental to the interests of persons dealing in the relevant Securities, using the facilities of a Recognised Body or otherwise;
        (ii) any requirements in the Listing Rules as are applicable have not been or will not be complied with;
        (iii) any requirement imposed by the Regulator has not been or will not be complied with; or
        (iv) the Issuer of the Securities has failed or will fail to comply with any obligations applying to it, including those relating to having its Securities admitted to the Official List or listed or traded in another jurisdiction; or
        (b) it is in the interests of the Abu Dhabi Global Market to do so.
        (3) If the Regulator decides to grant an Application for Listing, it must give the Applicant written notice of its decision.
        (4) If Securities are admitted to the Official List, their admission may not be called in question on the ground that any requirement or condition for their admission has not been complied with.
        (5) Where a person has any Securities included in the Official List, such Securities shall be admitted to trading on a Recognised Investment Exchange as soon as possible.
        (6) Where any Securities included in the Official List are not admitted to trading in accordance with the requirement in subsection (5), such Securities shall be removed from the Official List.
        (7) The Regulator may, by Rules, prescribe any circumstances in which Securities admitted to the Official List need not comply with the requirement in subsection (5).

      • 53. Discontinuance and Suspension of Listing

        (1) The Regulator may, in accordance with Listing Rules, discontinue or suspend the Listing of any Securities if satisfied that there are circumstances which warrant such action or where it is in the interests of the Abu Dhabi Global Market.
        (2) The Regulator may discontinue or suspend the Listing of any Securities on its own initiative or on application of the Issuer of those Securities.
        (3) If Securities are suspended under subsection (1), they are to be treated, for the purposes of Chapter 2 of this Part, as still being listed.

      • 54. Discontinuance or Suspension: procedure

        (1) A Discontinuance or Suspension by the Regulator on its own initiative takes effect —
        (a) immediately, if the notice states that that is the case; or
        (b) in any other case, on such date as may be specified in that notice.
        (2) If on its own initiative the Regulator —
        (a) proposes to discontinue or suspend the Listing of Securities; or
        (b) discontinues or suspends the Listing of Securities with immediate effect;
        it must give the Issuer of the Securities written notice.
        (3) The notice must —
        (a) give details of the Discontinuance or Suspension;
        (b) state the Regulator's reasons for the Discontinuance or Suspension and for choosing the date on which it took effect or takes effect;
        (c) inform the Issuer of the Securities that he may make representations to the Regulator within such period as may be specified in the notice (whether or not he has referred the matter to the Regulatory Committee);
        (d) inform him of the date on which the Discontinuance or Suspension took effect or will take effect; and
        (e) inform him of his right to refer the matter to the Regulatory Committee.
        (4) If, having considered any representations made by the Issuer of the Securities, the Regulator decides —
        (a) to discontinue or suspend the Listing of the Securities; or
        (b) if the Discontinuance or Suspension has taken effect, not to rescind it;
        the Regulator must give the Issuer of the Securities written notice.
        (5) If the Regulator decides —
        (a) not to discontinue or suspend the Listing of the Securities; or
        (b) if the Discontinuance or Suspension has taken effect, to rescind it;
        the Regulator must give the Issuer of the Securities written notice.
        (6) A notice under subsection (4) shall inform the Issuer of his right to refer the matter to the Regulatory Committee.
        (7) The effect of rescinding a Discontinuance is that the Securities concerned are to be readmitted automatically to the Official List.

      • 55. Discontinuance or Suspension at the request of the Issuer: procedure

        (1) A Discontinuance or Suspension by the Regulator on the application of the Issuer of the Securities takes effect —
        (a) immediately, if the notification under subsection (2) so provides;
        (b) in any other case, on such date as may be provided for in that notification.
        (2) If the Regulator discontinues or suspends the Listing of Securities on the application of the Issuer of the Securities, it must notify the Issuer (whether in writing or otherwise).
        (3) The notification must —
        (a) notify the Issuer of the date on which the Discontinuance or Suspension took effect or will take effect; and
        (b) notify the Issuer of such other matters (if any) as are specified in Listing Rules.
        (4) The Regulator may cancel the Suspension of the Listing of any Securities on the application of the Issuer of those Securities if the Suspension was carried out on the application of the Issuer.
        (5) If the Regulator has suspended the Listing of Securities on the application of the Issuer of the Securities and the Issuer applies for the cancellation of the Suspension, the Regulator must give him written notice of its decision if the Regulator decides to grant the application.

    • Listing Rules

      • 56. Listing Rules

        (1) The Regulator may make Rules in relation to Listing. Such Rules may include requirements relating to —
        (a) procedures for admission of Securities to the Official List, including —
        (i) requirements to be met before Securities may be granted admission to the Official List; and
        (ii) agreements in connection with admitting Securities to the Official List;
        (b) enforcement of the agreements referred to in sub-paragraph (a)(ii);
        (c) procedures for Discontinuance or Suspension;
        (d) the imposition on any person of obligations to observe specific standards of conduct or to perform, or refrain from performing, specified acts, reasonably imposed in connection with the admission of Securities to the Official List or continued admission of Securities to the Official List;
        (e) procedures or conditions which may be imposed, or circumstances which are required to exist, in relation to matters which are provided for in the Listing Rules;
        (f) actual or potential conflicts of interest that have arisen or might arise when a person seeks to have Securities admitted to the Official List; and
        (g) such other matters as are necessary or desirable for the proper operation of the Listing process and of the market in Securities admitted to the Official List.

    • Chapter 1 Chapter 1 Offer of Securities

      • 57. Application of this Chapter to Collective Investment Funds

        (1) The provisions in this Chapter and the Rules made for the purposes of this Chapter shall not apply to a person in relation to making an Offer of a Unit.
        (2) The provisions in this Chapter and the Rules made for the purposes of this Chapter shall apply to a person who has or intends to have Units admitted to trading on a Recognised Investment Exchange in the manner and circumstance specified by or under these Regulations.

      • General prohibitions and definitions

        • 58. General prohibition

          (1) A person shall not —
          (a) make an Offer of Securities to the Public in or from the Abu Dhabi Global Market; or
          (b) have Securities admitted to trading on a Recognised Investment Exchange;
          except as provided by or under these Regulations.
          (2) Without limiting the generality of its powers, the Regulator may, by written notice —
          (a) exclude the application of any requirements; or
          (b) deem any investment which is not a Security to be a Security for the purposes of these Regulations and the Rules made under these Regulations;
          subject to such terms and conditions as it may consider appropriate.

        • 59. Definition of an Offer of Securities to the Public

          An Offer of Securities to the Public means a communication to any person in any form or by any means, presenting information on the terms of the Offer and the Securities offered, so as to enable an investor to decide to buy or subscribe to those Securities but excluding —

          (a) any communication in connection with the trading of Securities admitted to trading on a Recognised Investment Exchange;
          (b) any communication made for the purposes of complying with the on-going reporting requirements of the Regulator or a Recognised Investment Exchange; or
          (c) any other communication prescribed in Rules as an exempt communication.

        • 60. Exempt Offerors

          (1) The prohibition in section 58(1) does not apply to any —
          (a) Securities of an Exempt Offeror; or
          (b) Securities which are unconditionally and irrevocably guaranteed by an Exempt Offeror.
          (2) The Regulator may, at its discretion and on its own initiative, include any person in the list of Exempt Offerors maintained by it in circumstances where the requirements prescribed by the Regulator in the Rules are met.

      • Prospectus requirement

        • 61. Obligation to issue a Prospectus

          (1) A person shall not, subject to subsection (3) —
          (a) make an Offer of Securities to the Public in or from the Abu Dhabi Global Market; or
          (b) have Securities admitted to trading on a Recognised Investment Exchange;
          unless there is an Approved Prospectus in relation to the relevant Securities.
          (2) For the purposes of subsection (1) —
          (a) a Prospectus is an Approved Prospectus if it is approved by the Regulator in accordance with the requirements prescribed in the Rules; and
          (b) a reference to a Prospectus made by or under these Regulations is a reference to an Approved Prospectus, unless the context requires otherwise.
          (3) The requirement in subsection (1) does not apply —
          (a) to an Offer of Securities to the Public where that Offer is an exempt offer as prescribed in the Rules; or
          (b) to any Securities to be admitted to trading on a Recognised Investment Exchange if those Securities are exempt Securities as prescribed in the Rules.
          (4) For the purposes of this Chapter and the Rules made under this Chapter, unless the context requires otherwise —
          (a) a reference to a Prospectus Offer is a reference to both the making of an Offer of Securities to the Public and to having Securities admitted to trading on a Recognised Investment Exchange;
          (b) a reference to an Offeror is a reference to the person making a Prospectus Offer; and
          (c) a reference to a Prospectus in respect of a person who has or seeks to have Units of a Fund admitted to trading on a Recognised Investment Exchange is a reference to a Prospectus prepared in accordance with the requirements prescribed by the Regulator in the Rules.
          (5) A Prospectus includes a supplementary prospectus, except where otherwise provided by or under these Regulations.

        • 62. Prospectus content

          (1) A Prospectus shall contain all the information which an investor would reasonably require and expect to find in a Prospectus for the purpose of making an informed assessment of —
          (a) the assets and liabilities, financial position, profits and losses and prospects of the Issuer and any guarantor; and
          (b) the nature of the Securities and the rights and liabilities attaching to those Securities.
          (2) Without limiting the generality of the obligation in subsection (1), the Regulator may, by Rules, prescribe the information that must be included in a Prospectus.
          (3) The Regulator may, in prescribing the information to be included in a Prospectus, require specific content for a Prospectus of a particular type of Security.
          (4) The Issuer or other person responsible for the issue of a Prospectus shall include in the Prospectus all the information required under subsections (1) and (2) as it would be reasonable for him to have knowledge of, or acquire through reasonable enquiries.
          (5) The Regulator shall by Rules prescribe —
          (a) the circumstances in which a Prospectus may incorporate any material by reference; and
          (b) the persons liable for the content of a Prospectus.

        • 63. Regulator power to publish information

          Where a person making a Prospectus Offer fails to publish any information which that person is required to publish by or under these Regulations, the Regulator may publish such information in the manner prescribed in the Rules.

        • 64. Use of foreign offer documents

          No person shall use any offer document produced in accordance with the law applicable in another jurisdiction for the purposes of making a Prospectus Offer except in the circumstances prescribed in the Rules.

        • 65. Obligation to issue a supplementary prospectus

          If at any time after the issue of a Prospectus there is a significant change in, or a material mistake or inaccuracy affecting any matter contained in the Prospectus or a significant new matter arises, the Issuer or the person responsible for the issue of the Prospectus shall issue a supplementary prospectus which —

          (a) provides details of the change, mistake, inaccuracy or new matter; and
          (b) complies with the requirements in section 62(1).

      • Misleading and deceptive statements or omissions

        • 66. Prohibition against misleading and deceptive statements or omissions

          (1) A person shall not make a Prospectus Offer if there is —
          (a) a misleading or deceptive statement in —
          (i) the Prospectus;
          (ii) any application form that is attached to or accompanies the Prospectus; or
          (iii) any other communication that relates to the Prospectus Offer, or the application form;
          (b) any material omission from the Prospectus, application form or any other Document as required by or under these Regulations; or
          (c) a significant new matter or a significant change in circumstances that requires a supplementary prospectus to be issued.
          (2) A person does not contravene the prohibition in subsection (1) if that person can prove the circumstances or matters specified in sections 67 and 68.

        • 67. Defence of reasonable enquiries and reasonable belief

          A person does not commit a contravention of section 66(1), if that person proves that he —

          (a) made all enquiries that were reasonable in the circumstances; and
          (b) after making such enquiries, believed on reasonable grounds that the Prospectus was not misleading or deceptive.

        • 68. Defence of reasonable reliance on information given by another person

          (1) A person does not commit a contravention of section 66(1) if the person merely proves that he placed reasonable reliance on information given to him by —
          (a) if the person is not a natural person, someone other than a member of the governing body, employee or agent of the person; or
          (b) if the person is a natural person, someone other than an employee or agent of the natural person.
          (2) For the purposes of this Chapter, a person is not the agent of a person merely because he performs a particular professional or advisory function for the person.

        • 69. Statements about future matters

          (1) A person is taken to make a misleading or deceptive statement about a future matter whether by himself or through his agent, if he, at the time of making the statement or causing the statement to be made, did not have reasonable grounds for making the statement or causing the statement to be made.
          (2) The onus for proving that reasonable grounds existed for the purposes of subsection (1) is on the person who made the statement or caused the statement to be made.
          (3) A person referred to in subsection (2) may rely on the circumstances referred to in sections 67 and 68 in order to prove that he had reasonable grounds for making the statement relating to the future matter.

        • 70. Civil compensation

          (1) Any person prescribed in the Rules made by the Regulator as being liable for a Prospectus is liable to pay compensation to another person who has acquired Securities to which the Prospectus relates and who has suffered loss or damage arising from any untrue or misleading statement in the Prospectus or the omission from it of any material matter required to have been included in the Prospectus by or under these Regulations.
          (2) The Regulator may make Rules prescribing circumstances in which a person who would otherwise be liable under subsection (1) will not be so liable.
          (3) Nothing in this section affects the powers, rights or liabilities that any person may have apart from this section including the power to institute proceedings under section 242.

        • 71. Stop orders

          (1) If the Regulator is satisfied that a Prospectus Offer would contravene or has contravened these Regulations or it is in the interests of the Abu Dhabi Global Market, the Regulator may issue a stop order to a person or class of persons directing that no Offer, issue, sale or transfer of the Securities be made by such person or persons for such a period of time as it thinks appropriate.
          (2) Upon making a decision under subsection (1), the Regulator shall, without undue delay, inform the Offeror and the Issuer (if different) of the Securities in writing of its decision.
          (3) An order under subsection (1) takes effect —
          (a) immediately, if the notice under subsection (4) states that that is the case;
          (b) in any other case, on such date as may be specified in that notice.
          (4) If the Regulator —
          (a) proposes to exercise the power in subsection (1) in relation to a person; or
          (b) exercises any of those powers in relation to a person with immediate effect;
          it must give that person written notice.
          (5) The notice must —
          (a) give details of the Regulator's action or proposed action;
          (b) state the Regulator's reasons for taking the action in question and choosing the date on which it took effect or takes effect;
          (c) inform the recipient that he may make representations to the Regulator within such period as may be specified by the notice (whether or not he has referred the matter to the Regulatory Committee);
          (d) inform him of the date on which the action took effect or takes effect; and
          (e) inform him of his right to refer the matter to the Regulatory Committee.
          (6) The Regulator may extend the period within which representations may be made to it.
          (7) If, having considered any representations made to it, the Regulator decides to maintain, vary or revoke its earlier decision, it must give written notice to that effect to the person mentioned in subsection (4).
          (8) A notice given under subsection (7) must inform that person, where relevant, of his right to refer the matter to the Regulatory Committee.

    • Chapter 2 Chapter 2 Obligations of Reporting Entities

      • 72. Definition of a Reporting Entity

        (1) A person is, subject to subsection (3), a Reporting Entity if the person —
        (a) has or had Securities admitted to the Official List at any time;
        (b) has made an Offer of Securities to the Public other than in relation to Units of a Fund;
        (c) merges with or acquires a Reporting Entity referred to in paragraphs (a) or (b); or
        (d) is declared by the Regulator pursuant to subsection (4) to be a Reporting Entity.
        (2) For the purposes of subsection (1)(a) —
        (a) in the case of a Listed Fund —
        (i) a reference to a Reporting Entity is a reference to the Fund Manager of that Fund or such other person as the Regulator may declare (who may also be called a "Reporting Entity of the Listed Fund"); and
        (ii) any obligations of a Reporting Entity are, unless the context requires otherwise, obligations in respect of the Listed Fund; and
        (b) for avoidance of doubt, a person does not become a Reporting Entity of a Listed Fund by merely offering the Units of the Fund to the public, unless the Units are also admitted to trading on a Recognised Investment Exchange.
        (3) A person is not a Reporting Entity —
        (a) if the person —
        (i) is an Exempt Offeror; or
        (ii) has made an Offer of Securities to the Public where that Offer is an exempt offer;
        (b) if —
        (i) the person previously had Securities admitted to the Official List but currently has no Securities admitted to the Official List;
        (ii) the current holders of at least 75 per cent. of the Securities of the Reporting Entity or the Listed Fund, as is relevant, have agreed in writing that the person is no longer needed to be a Reporting Entity; and
        (iii) the Regulator has confirmed in writing upon being notified of the grounds referred to in sub-paragraphs (i) and (ii) that the person need no longer be a Reporting Entity; or
        (c) in the case of a person referred to in subsections (1)(a), (b) or (c), if that person is declared by the Regulator pursuant to subsection (4)(a)(ii) not to be a Reporting Entity.
        (4) The Regulator may upon application of a person or on its own initiative —
        (a) declare in writing that a person is —
        (i) a Reporting Entity; or
        (ii) not a Reporting Entity; and
        (b) impose such conditions or restrictions as it considers appropriate in respect of such a declaration.
        (5) The Regulator may, by Rules, prescribe requirements applicable to Reporting Entities including any circumstances in which such requirements may not apply to certain Reporting Entities.
        (6) The Regulator may, by Rules, extend the requirements applicable to a Reporting Entity to any person who intends to undertake any activity specified in subsections (1)(a), (b) or (c) where it considers appropriate to do so.
        (7) A reference to a Reporting Entity by or under these Regulations includes, except where otherwise provided or the context implies otherwise, a person intending to have Securities admitted to trading on a Recognised Investment Exchange.

      • Governance of Reporting Entities

        • 73. Corporate Governance

          (1) A Reporting Entity shall have a Corporate Governance framework which is adequate to promote prudent and sound management of the Reporting Entity in the long-term interest of the Reporting Entity and its Shareholders.
          (2) For the purposes of the requirement in subsection (1), the Regulator may by Rules prescribe —
          (a) Corporate Governance principles and standards that apply to a Reporting Entity, including any requirements applicable to its board of Directors and individual members, Controllers, employees or any other person as appropriate;
          (b) requirements relating to fair treatment of Shareholders; and
          (c) provisions to address conflicts of interests.
          (3) The Regulator may, by Rules, prescribe any circumstances in which such requirements do not apply to certain Reporting Entities.

      • Market disclosure

        • 74. Database

          (1) The Regulator shall establish and maintain an electronic data gathering, analysis and retrieval system for the receipt and storage of information filed or disclosed under this Part and any Rules made under this Part and for the purpose of making information available to the public, except where such information is confidential as prescribed in the Rules.
          (2) The Regulator may delegate to any person all or part of any function in subsection (1) where it is satisfied that there are appropriate safeguards to ensure integrity and safety of the information.

        • 75. Continuous disclosures

          (1) A Reporting Entity shall, subject to subsections (4) and (5), make disclosures to the market of information specified by the Regulator in the circumstances prescribed by the Rules.
          (2) Without limiting the generality of subsection (1), the Regulator may, by Rules, prescribe the type of information and the circumstances in which such information shall be disclosed including —
          (a) financial information;
          (b) Inside Information as defined in section 95; and
          (c) any other information or material change which occurs in relation to a Reporting Entity.
          (3) Where information is required to be disclosed pursuant to subsection (1), the Reporting Entity shall —
          (a) issue a release of information to the market disclosing the information; and
          (b) file a report with the Regulator;
          in the manner prescribed by the Rules.
          (4) Where a Reporting Entity has failed to publish information required to be published pursuant to subsection (1) and the Rules made for the purposes of this section, the Regulator may publish such information in a manner considered appropriate by the Regulator.
          (5) The Regulator may, by Rules, prescribe the circumstances in which a Reporting Entity need not comply with the disclosure requirement in subsection (1).

        • 76. Disclosures by Connected Persons

          (1) A person who becomes a Connected Person of a Reporting Entity shall file with the Regulator and the relevant Reporting Entity a report that meets the requirements prescribed in the Rules made for the purposes of this section.
          (2) The Regulator may, by Rules, prescribe —
          (a) when a person is regarded as a Connected Person of a Reporting Entity;
          (b) events that trigger the requirement to file the report referred to in subsection (1);
          (c) the content and the manner of filing of the report referred to in subsection (1);
          (d) when a person is, or is not, a Connected Person of a Reporting Entity or a Listed Fund; and
          (e) any other matter that is necessary or incidental for the purpose of giving effect to the requirements relating to the report referred to in subsection (1).

        • 77. Disclosure of material interests

          (1) A person who has a material interest in or relating to a Reporting Entity or a Listed Fund shall give notice relating to that interest in the manner and form prescribed by the Rules.
          (2) For the purposes of subsection (1), the Regulator may by Rules prescribe —
          (a) what constitutes a material interest;
          (b) persons required to give the notice referred to in subsection (1);
          (c) persons to whom the notice referred to in subsection (1) is required to be given, including any circumstances in which such a notice is not required;
          (d) the content and the manner of giving the notice referred to in subsection (1); and
          (e) any other matter that is necessary or incidental for the purpose of giving effect to the requirements relating to the notice referred to in subsection (1).

      • Financial reports

        • 78. Annual financial report

          A Reporting Entity shall prepare and file with the Regulator an annual financial report in accordance with the requirements prescribed in the Rules.

        • 79. Interim financial report

          (1) A Reporting Entity shall, subject to subsection (2), prepare and file with the Regulator —
          (a) a semi-annual financial report; and
          (b) any other financial statements required by the Regulator.
          (2) The Regulator may, by Rules, prescribe the circumstances in which a Reporting Entity —
          (a) is not required to file a semi-annual financial report; or
          (b) is required to file any other financial statements pursuant to subsection (1)(b).

        • 80. Auditor's report

          (1) Each annual financial report referred to in section 78 shall be accompanied by a report of the auditor of the Reporting Entity in accordance with the requirements prescribed in the Rules.
          (2) The report produced in accordance with subsection (1) shall state whether, in the auditor's opinion, the annual financial report required by section 78 represents a true and fair view of the financial position of the Reporting Entity.

        • 81. Supply of financial statements

          Upon a request from a holder of its Securities, a Reporting Entity shall, within 14 days of the request, make a copy of the financial report filed under sections 78 and 79 available to the holder.

        • 82. Appointment of auditors

          A Reporting Entity shall have an auditor Appointed in accordance with Part 15 and any Rules made for the purposes of that Part.

      • Sponsors and compliance advisers

        • 83. Appointment of sponsors or compliance advisers

          (1) The Regulator may make Rules requiring a Reporting Entity to appoint a sponsor, compliance adviser or other expert adviser on such terms and conditions as it considers appropriate.
          (2) Such Rules may prescribe —
          (a) the circumstances in which a Reporting Entity is required to appoint a sponsor, compliance adviser or other expert adviser;
          (b) the requirements applicable to the Reporting Entity and a person Appointed as a sponsor, compliance adviser or other expert adviser; and
          (c) any other matter necessary to give effect to such appointments.

      • Miscellaneous

        • 84. Regulator's powers of Direction

          The Regulator may, if it is satisfied that it is in the interests of the Abu Dhabi Global Market to do so —

          (a) direct a Reporting Entity to disclose specified information to the market or take such other steps as the Regulator considers appropriate; or
          (b) impose on a Reporting Entity any additional continuing obligations;

          on such terms and conditions as determined by the Regulator.