• Chapter 18 Chapter 18 Exclusions Applying to Several Specified Kinds of Activity

    • 74. Trustees, nominees and personal representatives

      (1) A person ("X") does not carry on an activity of the kind specified by paragraph 4 where he enters into a transaction as bare trustee for another person ("Y") and —
      (a) X is acting on Y's instructions; and
      (b) X does not hold himself out as providing a service of buying and selling Securities, Derivatives or Contracts of Insurance.
      (2) Subject to sub-paragraph (5), there are excluded from paragraphs 16(1) and (2) arrangements made by a person acting as trustee or personal representative for or with a view to a transaction which is or is to be entered into —
      (a) by that person and a fellow trustee or personal representative (acting in their capacity as such); or
      (b) by a beneficiary under the trust, will or intestacy.
      (3) Subject to sub-paragraph (5), there is excluded from paragraphs 43 or 56 any activity carried on by a person acting as trustee or personal representative, unless he holds himself out as providing a service comprising an activity of the kind specified by paragraphs 43 or 56.
      (4) Subject to sub-paragraph (5), there is excluded from paragraph 28 the giving of advice by a person acting as trustee or personal representative where he gives the advice to —
      (a) a fellow trustee or personal representative for the purposes of the trust or the estate; or
      (b) a beneficiary under the trust, will or intestacy concerning his interest in the trust fund or estate.
      (5) Sub-paragraphs (2), (3) and (4) do not apply if the person carrying on the activity is remunerated for what he does in addition to any remuneration he receives as trustee or personal representative, and for these purposes a person is not to be regarded as receiving additional remuneration merely because his remuneration is calculated by reference to time spent.

    • 75. Activities carried on in the course of a profession or non-investment business

      (1) There is excluded from paragraphs 12, 16(1) and (2), 28, 33, 36 and 43 any activity which —
      (a) is carried on in the course of carrying on any profession or business which does not otherwise consist of the carrying on of Regulated Activities in the Abu Dhabi Global Market; and
      (b) may reasonably be regarded as a necessary part of other services provided in the course of that profession or business.
      (2) But the exclusion in sub-paragraph (1) does not apply if the activity in question is remunerated separately from the other services.

    • 76. Activities carried on in connection with the sale of goods or supply of services

      (1) Subject to sub-paragraphs (10), (11) and (12), this paragraph concerns certain activities carried on for the purposes of or in connection with the sale of goods or supply of services by a supplier to a Customer, where "supplier" means a person whose main business is to sell goods or supply services and not to carry on any activities of the kind specified by any of paragraphs 4, 12, 16, 28, 33, 36, 43, 48, 56, 59, 60 and 61 where the supplier is a member of a Group, also means any other member of that Group.
      (2) In this paragraph "related sale or supply" means a sale of goods or supply of services to the Customer otherwise than by the supplier, but for or in connection with the same purpose as the sale or supply mentioned above.
      (3) There is excluded from paragraph 4 any transaction entered into by a supplier with a Customer, if the transaction is entered into for the purposes of or in connection with the sale of goods or supply of services, or a related sale or supply.
      (4) There is excluded from paragraph 12 any transaction entered into by a supplier as agent for a Customer, if the transaction is entered into for the purposes of or in connection with the sale of goods or supply of services, or a related sale or supply, and provided that —
      (a) the supplier does not hold himself out (other than to the Customer) as engaging in the business of Buying Financial Instruments of the kind to which the transaction relates with a view to Selling them, and does not regularly solicit members of the public for the purpose of inducing them (as principals or agents) to Buy, Sell, subscribe for or underwrite Financial Instruments; or
      (b) the supplier enters into the transaction —
      (i) with or through an Authorised Person, or an Exempt Person acting in the course of a business comprising a Regulated Activity in relation to which he is exempt; or
      (ii) through an office outside the Abu Dhabi Global Market maintained by a party to the transaction, and with or through a person whose head office is situated outside the Abu Dhabi Global Market and whose ordinary business involves him in carrying on activities of the kind specified by any of paragraphs 4, 12, 16, 28, 33, 36, 43, 48, 56, 59, 60, 61 or, so far as relevant to any of those paragraphs, paragraph 70, or would do so apart from any exclusion from any of those paragraphs made by this Schedule.
      (5) There are excluded from paragraph 16(1) and (2) arrangements made by a supplier for, or with a view to, a transaction which is or is to be entered into by a Customer for the purposes of or in connection with the sale of goods or supply of services, or a related sale or supply.
      (6) There is excluded from paragraph 56 any activity carried on by a supplier where the assets in question —
      (a) are those of a Customer; and
      (b) are managed for the purposes of or in connection with the sale of goods or supply of services, or a related sale or supply.
      (7) There is excluded from paragraph 43 any activity carried on by a supplier where custody over the assets in question is or is to be provided for the purposes of or in connection with the sale of goods or supply of services, or a related sale or supply.
      (8) There is excluded from paragraph 28 the giving of advice by a supplier to a Customer for the purposes of or in connection with the sale of goods or supply of services, or a related sale or supply, or to a person with whom the Customer proposes to enter into a transaction for the purposes of or in connection with such a sale or supply or related sale or supply.
      (9) There is excluded from paragraph 48 the entering into of a Credit Agreement by a supplier with a Customer for the purposes of or in connection with the sale of goods or supply of services, or a related sale or supply.
      (10) Sub-paragraphs (3), (4) and (5) do not apply in the case of a transaction for the sale or purchase of a Contract of Insurance, an investment of the kind specified by paragraph 93, or an investment of the kind specified by paragraph 98 so far as relevant to such a contract or such an investment.
      (11) Sub-paragraph (6) does not apply where the assets managed consist of Contracts of Insurance, investments of the kind specified by paragraph 93, or investments of the kind specified by paragraph 98 so far as relevant to such contracts or such investments.
      (12) Sub-paragraph (8) does not apply in the case of advice in relation to an investment which is a Contract of Insurance, is of the kind specified by paragraph 93, or is of the kind specified by paragraph 98 so far as relevant to such a contract or such an investment.

    • 77. Groups and Joint Enterprises

      (1) There is excluded from paragraph 4 any transaction into which a person enters as principal with another person if that other person is also acting as principal and —
      (a) they are members of the same Group; or
      (b) they are, or propose to become, participators in a Joint Enterprise and the transaction is entered into for the purposes of or in connection with that enterprise.
      (2) There is excluded from paragraph 12 any transaction into which a person enters as agent for another person if that other person is acting as principal, and the condition in sub-paragraph (1)(a) or (b) is met, provided that —
      (a) the agent does not hold himself out (other than to members of the same Group or persons who are or propose to become participators with him in a Joint Enterprise) as engaging in the business of Buying Financial Instruments of the kind to which the transaction relates with a view to Selling them, and does not regularly solicit members of the public for the purpose of inducing them (as principals or agents) to Buy, Sell, subscribe for or underwrite Financial Instruments;
      (b) the agent enters into the transaction —
      (i) with or through an Authorised Person, or an Exempt Person acting in the course of a business comprising a Regulated Activity in relation to which he is exempt; or
      (ii) through an office outside the Abu Dhabi Global Market maintained by a party to the transaction, and with or through a person whose head office is situated outside the Abu Dhabi Global Market and whose ordinary business involves him in carrying on activities of the kind specified by any of paragraphs 4, 12, 16, 28, 43, 48, 56, 59, 60, or 61 or, so far as relevant to any of those paragraphs, paragraph 70, or would do so apart from any exclusion from any of those paragraphs made by this Schedule.
      (3) There are excluded from paragraph 16(1) and (2) arrangements made by a person if —
      (a) he is a member of a Group and the arrangements in question are for, or with a view to, a transaction which is or is to be entered into, as principal, by another member of the same Group; or
      (b) he is or proposes to become a participator in a Joint Enterprise, and the arrangements in question are for, or with a view to, a transaction which is or is to be entered into, as principal, by another person who is or proposes to become a participator in that enterprise, for the purposes of or in connection with that enterprise.
      (4) There is excluded from paragraph 56 any activity carried on by a person if —
      (a) he is a member of a Group and the assets in question belong to another member of the same Group; or
      (b) he is or proposes to become a participator in a Joint Enterprise with the person to whom the assets belong, and the assets are managed for the purposes of or in connection with that enterprise.
      (5) There is excluded from paragraph 43 any activity carried on by a person if —
      (a) he is a member of a Group and the assets in question belong to another member of the same Group; or
      (b) he is or proposes to become a participator in a Joint Enterprise, and the assets in question —
      (i) belong to another person who is or proposes to become a participator in that Joint Enterprise; and
      (ii) are or are to be subject to the provision of custody for the purposes of or in connection with that enterprise.
      (6) There is excluded from paragraph 28 the giving of advice by a person if —
      (a) he is a member of a Group and gives the advice in question to another member of the same Group; or
      (b) he is, or proposes to become, a participator in a Joint Enterprise and the advice in question is given to another person who is, or proposes to become, a participator in that enterprise for the purposes of or in connection with that enterprise.
      (7) There is excluded from paragraph 48 the entering into of a Credit Agreement by a person if —
      (a) he is a member of a Group and enters into the agreement with another member of the same Group; or
      (b) he is, or proposes to become, a participator in a Joint Enterprise and the Credit Agreement is entered into with another person who is, or proposes to become, a participator in that enterprise for the purposes of or in connection with that enterprise.
      (8) Sub-paragraph (2) does not apply to a transaction for the sale or purchase of a Contract of Insurance.
      (9) Sub-paragraph (3) does not apply to arrangements for, or with a view to, a transaction for the sale or purchase of a Contract of Insurance.
      (10) Sub-paragraph (6) does not apply where the advice relates to a transaction for the sale or purchase of a Contract of Insurance.

    • 78. Activities carried on in connection with the sale of a Body Corporate

      (1) A person does not carry on an activity of the kind specified by paragraph 4 by entering as principal into a transaction if —
      (a) the transaction is one to acquire or dispose of Shares in a Body Corporate, or is entered into for the purposes of such an acquisition or disposal; and
      (b) either —
      (i) the conditions set out in sub-paragraph (2) are met; or
      (ii) those conditions are not met, but the object of the transaction may nevertheless reasonably be regarded as being the acquisition of day-to-day control of the affairs of the Body Corporate.
      (2) The conditions mentioned in sub-paragraph (1)(b) are that —
      (a) the Shares consist of or include 50 per cent. or more of the Voting Shares in the Body Corporate; or
      (b) the Shares, together with any already held by the person acquiring them, consist of or include at least that percentage of such Shares; and
      (c) in either case, the acquisition or disposal is between parties each of whom is a Body Corporate, a Partnership, a single individual or a Group of Connected Individuals.
      (3) In sub-paragraph (2)(c), a "Group of Connected Individuals" means —
      (a) in relation to a party disposing of Shares in a Body Corporate, a single group of persons each of whom is —
      (i) a Director or manager of the Body Corporate;
      (ii) a Close Relative of any such Director or manager;
      (iii) a person acting as trustee for any person falling within sub-paragraph (i) or (ii); and
      (b) in relation to a party acquiring Shares in a Body Corporate, a single group of persons each of whom is —
      (i) a person who is or is to be a Director or manager of the Body Corporate;
      (ii) a Close Relative of any such person; or
      (iii) a person acting as trustee for any person falling within sub-paragraph (i) or (ii).
      (4) A person does not carry on an activity of the kind specified by paragraph 12 by entering as agent into a transaction of the kind described in sub-paragraph (1).
      (5) There are excluded from paragraph 16(1) and (2) arrangements made for, or with a view to, a transaction of the kind described in sub-paragraph (1).
      (6) There is excluded from paragraph 28 the giving of advice in connection with a transaction (or proposed transaction) of the kind described in sub-paragraph (1).
      (7) Sub-paragraphs (4), (5) and (6) do not apply in the case of a transaction for the sale or purchase of a Contract of Insurance.

    • 79. Non-Abu Dhabi Global Market Persons

      (1) A Non-Abu Dhabi Global Market Person does not carry on an activity of the kind specified by paragraph 4 by —
      (a) entering into a transaction as principal with or through an Authorised Person, or an Exempt Person acting in the course of a business comprising a Regulated Activity in relation to which he is exempt; or
      (b) entering into a transaction as principal with a person in the Abu Dhabi Global Market, if the transaction is the result of a legitimate approach.
      (2) A Non-Abu Dhabi Global Market Person does not carry on an activity of the kind specified by paragraph 12 by —
      (a) entering into a transaction as agent for any person with or through an Authorised Person or an Exempt Person acting in the course of a business comprising a Regulated Activity in relation to which he is exempt; or
      (b) entering into a transaction with another party ("X") as agent for any person ("Y"), other than with or through an Authorised Person or such an Exempt Person, unless —
      (i) either X or Y is in the Abu Dhabi Global Market; and
      (ii) the transaction is the result of an approach (other than a legitimate approach) made by or on behalf of, or to, whichever of X or Y is in the Abu Dhabi Global Market.
      (3) There are excluded from paragraph 16(1) arrangements made by a Non-Abu Dhabi Global Market Person with an Authorised Person, or an Exempt Person acting in the course of a business comprising a Regulated Activity in relation to which he is exempt.
      (4) There are excluded from paragraph 16(2) arrangements made by a Non-Abu Dhabi Global Market Person with a view to transactions which are, as respects transactions in the Abu Dhabi Global Market, confined to —
      (a) transactions entered into by Authorised Persons as principal or agent; and
      (b) transactions entered into by Exempt Persons, as principal or agent, in the course of business comprising Regulated Activities in relation to which they are exempt.
      (5) There is excluded from paragraph 28 the giving of advice by a Non-Abu Dhabi Global Market Person as a result of a legitimate approach.
      (6) There is excluded from paragraph 70 any agreement made by a Non-Abu Dhabi Global Market Person to carry on an activity of the kind specified by paragraph 16(1) or (2), 33, 36, 43 or 56 if the agreement is the result of a legitimate approach.
      (7) In this paragraph, "legitimate approach" means an approach made to the Non-Abu Dhabi Global Market Person which has not been solicited by such person in any way, unless the approach or solicitation made to the Non-Abu Dhabi Global Market Person has been made by an Authorised Person or Exempt Person.
      (8) A Non Abu Dhabi Global Market Person does not carry on activities of the kind specified by paragraphs 12, 16, 28 or 64 by entering as agent into a transaction for the sale of Units of a Passported Fund, or arranging or providing advice in relation to the sale of Units of a Passported Fund if the Non Abu Dhabi Global Market Person is licensed and supervised by the financial services regulator in the U.A.E. responsible for the jurisdiction in which the Passported Fund is domiciled.
      (9) There is excluded from paragraph 70 any agreement made by a Non Abu Dhabi Global Market Person to carry on an activity of the kind specified by paragraph 12, 16(1) or (2), 28 or 64 if the agreement is made in relation to the promotion of a Passported Fund and the Non Abu Dhabi Global Market Person is licensed and supervised by the financial services regulator in the U.A.E. responsible for the jurisdiction in which the Passported Fund is domiciled.
      Amended on (11 March, 2019).

    • 80. Insurance intermediation: incidental basis

      (1) A Person does not carry on Insurance Intermediation if the activity —
      (a) is carried on in the course of any professional business which does not otherwise consist of the carrying on of Financial Services;
      (b) may reasonably be regarded as a necessary part of any other services provided in the course of that professional business; and
      (c) is not remunerated separately from the other services

    • 81. Provision of information on an incidental basis

      (1) There is excluded from paragraphs 16(1) and (2) the making of arrangements for, or with a view to, a transaction for the sale or purchase of a Contract of Insurance or an investment of the kind specified by paragraph 98, so far as relevant to such a contract, where that activity meets the conditions specified in sub-paragraph (4).
      (2) There is excluded from paragraphs 43 and 56 any activity —
      (a) where the assets in question are rights under a Contract of Insurance or an investment of the kind specified by paragraph 98, so far as relevant to such a contract; and
      (b) which meets the conditions specified in sub-paragraph (4).
      (3) There is excluded from paragraphs 33 and 36 any activity which meets the conditions specified in sub-paragraph (4).
      (4) The conditions specified in this paragraph are that the activity —
      (a) consists of the provision of information to the policyholder or potential policyholder;
      (b) is carried on by a person in the course of carrying on a profession or business which does not otherwise consist of the carrying on of Regulated Activities; and
      (c) may reasonably be regarded as being incidental to that profession or business.

    • 82. Insolvency Practitioners

      (1) There is excluded from the provisions listed in sub-paragraph (2) any activity carried on by a person Acting as an Insolvency Practitioner.
      (2) The provisions are —
      (a) paragraph 4 (Dealing in Investments as Principal);
      (b) paragraph 12 (Dealing in Investments as Agent);
      (c) paragraph 16 (Arranging Deals in Investments);
      (d) paragraph 54 (Operating a Multilateral Trading Facility or Organised Trading Facility);
      (e) paragraph 56 (Managing Assets);
      (f) paragraph 33 (Insurance Intermediation);
      (g) paragraph 36 (Insurance Management);
      (h) paragraph 43 (Providing Custody);
      (i) paragraph 59 (Managing a Collective Investment Fund);
      (j) paragraph 61 (Acting as the Trustee of an Investment Trust); and
      (k) paragraph 28 (Advising on Investments or Credit).
      (3) There is excluded from paragraph 70 any agreement made by a person Acting as an Insolvency Practitioner to carry on an activity of the kind excluded by sub-paragraph (1).
      Amended on (13 January, 2020).

    • 83. Recognised Bodies

      A person who is a Body Corporate does not carry on the activity specified under paragraph 4 or 12 by way of business, if —

      (a) the person carries on such activities as a member of a Recognised Body;
      (b) the person carries on such activities for its own account or for another Body Corporate which is in the same Group as the person;
      (c) the person restricts such activities to transactions on that Recognised Body involving or relating only to Commodity Derivatives;
      (d) the main business of the person is dealing in relation to Commodity Derivatives; and
      (e) the person is not part of a Group whose main business is the provision of financial services.