• PART 6 PART 6 INTERPRETATION

    • 72. Definitions

      In these Regulations, unless otherwise defined —

      "body corporate" includes a body corporate constituted under the law of a jurisdiction outside the Abu Dhabi Global Market;

      "conditions of licence" has the meaning given in section 10;

      "controlled activity" has the meaning given in section 2;

      "court" means the Court of First Instance;

      "director", in relation to a body corporate, includes —

      (a) a person occupying in relation to it the position of a director (by whatever name called); and
      (b) a person in accordance with whose directions or instructions (not being advice given in a professional capacity) the directors of that body are accustomed to act;

      "documents" includes information recorded in any form and, in relation to information recorded otherwise than in legible form, references to its production include references to producing a copy of the information in legible form, or in a form from which it can readily be produced in visible and legible form;

      "exempt person", in relation to a controlled activity, means a person who is exempt from the general prohibition in relation to that activity as a result of an exemption order made under section 8(1);

      "general prohibition" has the meaning given in section 1(2); and

      "partnership" includes a partnership constituted under the law of a jurisdiction outside the Abu Dhabi Global Market.

    • 73. Carrying on controlled activities in the Abu Dhabi Global Market

      (1) In the two cases described in this section, a person who —
      (a) is carrying on a controlled activity; but
      (b) would not otherwise be regarded as carrying it on in the Abu Dhabi Global Market, is, for the purposes of these Regulations, to be regarded as carrying it on in the Abu Dhabi Global Market.
      (2) The first case is where —
      (a) his registered office (or if he does not have a registered office his head office) is in the Abu Dhabi Global Market; and
      (b) the day-to-day management of the carrying on of the controlled activity is the responsibility of —
      (i) his registered office (or head office); or
      (ii) another establishment maintained by him in the Abu Dhabi Global Market.
      (3) The second case is where —
      (a) his head office is not in the Abu Dhabi Global Market; but
      (b) the activity is carried on from an establishment maintained by him in the Abu Dhabi Global Market.
      (4) For the purposes of subsections (2) and (3) it is irrelevant where the person with whom the activity is carried on is situated.

    • 74. Parent and subsidiary undertaking

      (1) In these Regulations, "undertaking", "parent undertaking" and "subsidiary undertaking" have the same meanings as in the Companies Regulations 2015.
      (2) But "parent undertaking" also includes an individual who would be a parent undertaking for the purposes of those provisions if he were taken to be an undertaking (and "subsidiary undertaking" is to be read accordingly).

    • 75. Group

      (1) In these Regulations "group", in relation to a person ("A"), means A and any person who is —
      (a) a parent undertaking of A;
      (b) a subsidiary undertaking of A;
      (c) a subsidiary undertaking of a parent undertaking of A;
      (d) a parent undertaking of a subsidiary undertaking of A; or
      (e) an undertaking in which A or an undertaking mentioned in paragraphs (a), (b), (c) or (d) has a participating interest.
      (2) "Participating interest" has the meaning given in section 76; but also includes an interest held by an individual which would be a participating interest for the purposes of those provisions if he were taken to be an undertaking.

    • 76. Meaning of "participating interest"

      (1) In section 75 a "participating interest" means an interest held by an undertaking in the shares of another undertaking which it holds on a long-term basis for the purpose of securing a contribution to its activities by the exercise of control or influence arising from or related to that interest.
      (2) A holding of 20% or more of the shares of an undertaking is presumed to be a participating interest unless the contrary is shown.
      (3) The reference in subsection (1) to an interest in shares includes —
      (a) an interest which is convertible into an interest in shares; and
      (b) an option to acquire shares or any such interest,
      and an interest or option falls within paragraphs (a) or (b) notwithstanding that the shares to which it relates are, until the conversion or the exercise of the option, unissued.
      (4) For the purposes of this section an interest held on behalf of an undertaking shall be treated as held by it.

    • 77. Controller

      (1) In these Regulations "controller", in relation to an undertaking ("B"), means a person ("A") who falls within any of the cases in subsection (2).
      (2) The cases are where A holds —
      (a) 10% or more of the shares in B or in a parent undertaking of B ("P");
      (b) 10% or more of the voting power in B or P; or
      (c) shares or voting power in B or P as a result of which A is able to exercise significant influence over the management of B.
      (3) For the purposes of calculations relating to this section, the holding of shares or voting power by a person ("A1") includes any shares or voting power held by another ("A2") if A1 and A2 are acting in concert.
      (4) In this section "shares" —
      (a) in relation to an undertaking with a share capital, means allotted shares;
      (b) in relation to an undertaking with capital but no share capital, means rights to share in the capital of the undertaking;
      (c) in relation to an undertaking without capital, means interests —
      (i) conferring any right to share in the profits, or liability to contribute to the losses, of the undertaking; or
      (ii) giving rise to an obligation to contribute to the debts or expenses of the undertaking in the event of a winding up.
      (5) In this section "voting power" —
      (a) includes, in relation to a person ("H") —
      (i) voting power held by a third party with whom H has concluded an agreement, which obliges H and the third party to adopt, by concerted exercise of the voting power they hold, a lasting common policy towards the management of the undertaking in question;
      (ii) voting power held by a third party under an agreement concluded with H providing for the temporary transfer for consideration of the voting power in question;
      (iii) voting power attaching to shares which are lodged as collateral with H, provided that H controls the voting power and declares an intention to exercise it;
      (iv) voting power attaching to shares in which H has a life interest;
      (v) voting power which is held, or may be exercised within the meaning of subparagraphs (i) to (iv), by a subsidiary undertaking of H;
      (vi) voting power attaching to shares deposited with H which H has discretion to exercise in the absence of specific instructions from the shareholders;
      (vii) voting power held in the name of a third party on behalf of H;
      (viii) voting power which H may exercise as a proxy where H has discretion about the exercise of the voting power in the absence of specific instructions from the shareholders; and
      (b) in relation to an undertaking which does not have general meetings at which matters are decided by the exercise of voting rights, means the right under the constitution of the undertaking to direct the overall policy of the undertaking or alter the terms of its constitution.

    • 78. Disregarded holdings

      (1) For the purposes of section 77, shares and voting power that a person holds in an undertaking ("B") or in a parent undertaking of B ("P") are disregarded in the following circumstances.
      (2) Shares held only for the purposes of clearing and settling within a short settlement cycle are disregarded.
      (3) Shares held by a custodian or its nominee in a custodian capacity are disregarded, provided that the custodian or nominee is only able to exercise voting power attached to the shares in accordance with instructions given in writing.
      (4) Shares representing no more than 5% of the total voting power in B or P held by a financial institution are disregarded, provided that it neither intervenes in the management of B or P nor exerts any influence on B or P to buy the shares or back the share price.

    • 79. Manager

      (1) In these Regulations, "manager" means an employee who —
      (a) under the immediate authority of his employer is responsible, either alone or jointly with one or more other persons, for the conduct of his employer's business; or
      (b) under the immediate authority of his employer or of a person who is a manager by virtue of paragraph (a) exercises managerial functions or is responsible for maintaining accounts or other records of his employer.
      (2) If the employer is not an individual, references in subsection (1) to the authority of the employer are references to the authority —
      (a) in the case of a body corporate, of the directors; and
      (b) in the case of a partnership, of the partners.
      (3) "Manager", in relation to a body corporate, means a person (other than an employee of the body) who is appointed by the body to manage any part of its business and includes an employee of the body corporate (other than the chief executive) who, under the immediate authority of a director or chief executive of the body corporate, exercises managerial functions or is responsible for maintaining accounts or other records of the body corporate.