• PART 1 PART 1 General

    • 1. Definitions

      In these Regulations, unless the context otherwise requires—

      Additional Tier 1 Capital means capital instruments that meet the conditions for "AT1 Capital" laid down in the Rules made by the Regulator.
         
      ADGM means the Abu Dhabi Global Market.
         
      ADGM Branch means a Branch through which a Non-ADGM Institution carries on Regulated Activities in or from the ADGM.
         
      ADGM Founding Law means Law No (4) of 2013 concerning the Abu Dhabi Global Market issued by His Highness the Ruler of the Emirate of Abu Dhabi.
         
      ADGM Insolvency Regulations means the ADGM Insolvency Regulations 2015.
         
      ADGM Parent Institution means an Institution that has an Institution or Non-ADGM Institution as a subsidiary.
         
      ADGM Parent Undertaking
      means a Parent Undertaking—
         
      a) registered in and incorporated under the laws of the ADGM; and
         
      (b) that has an Institution or Non-ADGM Institution as a Subsidiary.

         
      ADGM Subsidiary means a Subsidiary of an Institution that is registered in and incorporated under the laws of the ADGM.
         
      Affected Creditor means a creditor whose claim relates to a liability that is reduced or converted to Shares by the exercise of the Write Down or Conversion Power pursuant to the application of the Bail-in Tool.
         
      Authorised Person has the meaning given to that term in section 258 of the Financial Services and Markets Regulations 2015.
         
      Bail-in Tool means the mechanism for recapitalising an Institution or for effecting the exercise of the Write Down or Conversion Power pursuant to section 49.
         
      Branch
      means a place of business of a legal person which—
         
      (a) has no separate legal personality; and
         
      (b) carries out directly all or some of the transactions inherent in the business of Institutions outside the ADGM.

         
      Business of the ADGM Branch
      means—
         
      (a) any rights and liabilities of a Non-ADGM Institution arising as a result of the operations of its ADGM Branch; and
         
      (b) any other property in the ADGM of the Non-ADGM Institution.

         
      Business Reorganisation Plan means a Business Reorganisation Plan drawn up and implemented in accordance with section 55.
         
      Capital Resources means the sum of Tier 1 Capital and Tier 2 Capital.
         
      Central Securities Depository means a legal person that carries out the activity of Acting as a Central Securities Depository, as such term is defined in section 258 of the Financial Services and Markets Regulations 2015.
         
      Client Assets means Client Money and Client Investments.
         
      Client Money has the meaning given to that term under section 4 of the Financial Services and Markets Regulations 2015.
         
      Client Investments means all investments held or controlled on behalf of a client in the course of, or in connection with, the carrying on of investment business.
         
      Collateral Arrangement has the meaning given to that term under section 298 of the Insolvency Regulations 2015.
         
      Common Equity Tier 1 Capital means capital instruments that meet the conditions for "CET1 Capital" laid down in the Rules made by the Regulator.
         
      Confidential Information
      means information which, regardless of whether or not the information was received by virtue of a requirement to provide it imposed by or under these Regulations—
         
      (a) relates to the business or other affairs of any person; and
         
      (b) was received by the recipient for the purposes of, or in the discharge of, any functions of the Regulator under any Rules made by or under these Regulations;
         
      unless—
         
      (c) the information has been made available to the public by virtue of being disclosed in any circumstances in which, or for any purposes for which, disclosure is not precluded by this section; or
         
      (d) it is in the form of a summary or collection of information so framed that it is not possible to ascertain from it information relating to any particular person.
         
      Conversion Rate means the ratio that determines the number of Shares into which a liability of a specific class will be converted, by reference either to a single instrument of the class or to a specified unit of value of a debt claim.
         
      Core Business Lines means business lines and associated services which represent material sources of revenue, profit or franchise value for an Institution or an Institution's Group.
         
      Covered Bond means a bond issued by an Institution where the proceeds from the issue of those bonds shall be invested in assets which, during the whole period of validity of the bonds, are capable of covering claims attaching to the bonds and which, in the event of failure of the Institution, would be used on a priority basis for the reimbursement of the principal and payment of the accrued interest.
         
      Crisis Management Measure
      means—
         
      (a) the exercise of a Resolution Action in relation to an Institution by the Regulator;
         
      (b) the recognition of a Foreign Resolution Action by the Regulator; or
         
      (c) the exercise of a Resolution Power in support of a Foreign Resolution Action by the Regulator.
         
      Crisis Prevention Measure
      means—
         
      (a) the imposition by the Regulator of a requirement to take relevant measures with respect to an Institution's recovery plan;
         
      (b) the imposition by the Regulator of a requirement to take measures to remove impediments to the recoverability of an Institution;
         
      (c) the imposition of an early intervention measure described in section 18(4);
         
      (d) the appointment of a temporary administrator under section 19(1); or
         
      (e) the exercise of the Write Down or Conversion Power.
         
      Critical Clearing Services means central counterparty clearing services the withdrawal of which may, in the Regulator's opinion, threaten the stability of the financial system of the ADGM.
         
      Critical Functions means activities, services or operations the discontinuance of which is likely to lead to the disruption of services that are essential to the real economy in the ADGM or relevant to Institutions operating in the ADGM the disruption of financial stability due to the size, market share, external or internal interconnectedness, complexity, or cross-border activities of an Institution or Institution's Group, with particular regard to the substitutability of those activities, services or operations.
         
      Debt Instruments means bonds and other forms of transferable debt, instruments creating or acknowledging debt and instruments giving rights to acquire debt instruments.
         
      Default Event Provision
      means a provision of a contract or other agreement—
         
      (a) that has the effect that if a specified event or situation arises—
         
      (i) the agreement is terminated, modified, replaced or suspended;
         
      (ii) rights or duties under the agreement are terminated, modified, replaced or suspended;
         
      (iii) a right accrues to terminate, modify or replace the agreement;
         
      (iv) a right accrues to terminate, modify or replace rights or duties under the agreement;
         
      (v) a set-off or netting right accrues under the contract;
         
      (vi) a sum becomes payable or ceases to be payable;
         
      (vii) a right accrues to obtain possession, exercise control or enforce any security over any property;
         
      (viii) delivery of anything becomes due or ceases to be due;
         
      (ix) a right to claim a payment or delivery accrues, changes or lapses;
         
      (x) any other right accrues, changes or lapses; or
         
      (xi) an interest is created, changes or lapses; or
         
      (b) that has the effect that a provision of the contract or agreement—
         
      (i) takes effect only if a specified event occurs or does not occur;
         
      (ii) takes effect only if a specified situation arises or does not arise;
         
      (iii) has effect only for so long as a specified event does not occur;
         
      (iv) has effect only while a specified situation lasts;
         
      (v) applies differently if a specified event occurs;
         
      (vi) applies differently if a specified situation occurs; or
         
      (vii) applies differently while a specified situation lasts.
         
      Definitive Valuation means a valuation carried out under section 37.
         
      Deposit has the meaning given to that term in paragraph 85 of Schedule 1 in the Financial Services and Markets Regulations 2015 and "Depositor" shall be interpreted accordingly.
         
      Derivative Contract has the meaning given to that term in section 258 of the Financial Services and Markets Regulations 2015.
         
      Difference of Treatment Valuation means a valuation carried out under section 68.
         
      Director has the meaning given to that term under section 146 of the Companies Regulations 2015.
         
      Document means any record of information recorded physically, electronically or in any other 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.
         
      Early Intervention Action
      means—
         
      (a) the taking of an early intervention measure (as defined in section 18);
         
      (b) the appointment of temporary administrator under section 19; or
         
      (c) the variation of the terms of engagement of a temporary administrator under section 19(13).
         
      Eligible Depositor means a person (other than a market counterparty or a bank) who, at the relevant time, is a creditor of a bank which is an Abu Dhabi Global Market firm by virtue of being owed an amount of money held by the bank as a Deposit and "Eligible Deposit" shall be interpreted accordingly.
         
      Eligible Liabilities means liabilities and capital instruments that do not qualify as Common Equity Tier 1 Capital instruments, Additional Tier 1 Capital instruments or Tier 2 Capital instruments of an Institution that are not excluded from the exercise of the Write Down or Conversion Power under section 49(7).
         
      Financial Contracts
      includes the following contracts and agreements—
         
      (a) securities contracts, including—
         
      (i) contracts for the purchase, sale or loan of a security, a group or index of securities;
         
      (ii) options on a security or group or index of securities; and
         
      (iii) repurchase or reverse repurchase transactions on any such security, group or index;
         
      (b) commodities contracts, including—
         
      (i) contracts for the purchase, sale or loan of a commodity or group or index of commodities for future delivery;
         
      (ii) options on a commodity or group or index of commodities; and
         
      (iii) repurchase or reverse repurchase transactions on any such commodity, group or index;
         
      (c) futures and forwards contracts, including contracts (other than a commodities contract) for the purchase, sale or transfer of—
         
      (i) a commodity or property of any other description;
         
      (ii) a service; or
         
      (iii) a right or interest;
         
      for a specified price at a future date;
         
      (d) swap agreements, including—
         
      (i) swaps and options relating to interest rates, spot or other foreign exchange agreements, currency, an equity index or equity, a debt index or debt, a commodity index or commodity, weather, emissions or inflation;
         
      (ii) total return, credit spread or credit swaps; and
         
      (iii) any agreements or transactions that are similar to an agreement referred to in subsections (i) or (ii) which is the subject of recurrent dealing in the swaps or derivatives markets;
         
      (e) inter-bank borrowing agreements where the term of the borrowing is three months or less; and
         
      (f) master agreements for any of the contracts or agreements referred to in subsections (a) to (e).
         
      Financial Services Permission is a permission given, or having effect as if so given, by the Regulator in accordance with Part 4 of the Financial Services and Markets Regulations 2015.
         
      Foreign Institution means an entity, the head office of which is established in a jurisdiction other than the ADGM, that would, if it were established within the ADGM, be covered by the definition of an Institution.
         
      Foreign Resolution Action means an action under the law of a jurisdiction other than the ADGM to manage the failure or likely failure of a Foreign Institution where the action is comparable or equivalent, in terms of objectives and anticipated results, to Resolution Actions under these Regulations.
         
      Foreign Resolution Order means an order made by the Regulator under section 78(1).
         
      General Resolution Principles means the general principles of resolution set out in section 25.
         
      Group has the meaning given to that term under section 260(1) of the Financial Services and Markets Regulations 2015.
         
      Group Entity means a legal person that is part of a Group.
         
      Group Recovery Plan means a recovery plan prepared and maintained in accordance with section 8.
         
      Group Resolution Plan means a resolution plan prepared and maintained in accordance with section 11.
         
      Guidance means the guidance issued by the Regulator in accordance with section 5.
         
      Guiding Principles means the guiding principles specified in section 4.
         
      In-Scope Entity means any of the entities listed in section 2(1).
         
      Individual Recovery Plan means a recovery plan prepared and maintained in accordance with section 7.
         
      Individual Resolution Plan means a resolution plan prepared and maintained in accordance with section 10.
         
      Insolvency Proceedings has the meaning given to that term under section 298 of the Insolvency Regulations 2015.
         
      Institution means an Investment Firm or a Recognised Clearing House.
         
      Institution in Resolution means an Institution in respect of which Resolution Action is being taken.
         
      Intragroup Financial Support
      includes—
         
      (a) a loan, a guarantee, the provision of assets for use as collateral or any combination of these forms of support; and
         
      (b) provision for support (in any form) in one or more transactions or in a transaction entered into by a Group Entity which is an Institution that is the intended recipient of the support and any other person within that Institution's Group.
         
      Investigation means an investigation commenced by the Regulator under section 79.
         
      Investment Firm
      includes—
         
      (a) in relation to an Investment Firm, Recognised Clearing House, ADGM Parent Undertaking or ADGM Subsidiary, the Directors, senior managers or managers of same and, if applicable, former members of Management who are or were responsible both individually and collectively for the management of same; and
         
      (b) in relation to an ADGM Branch, the person or persons who effectively direct the Business of the ADGM Branch.
         
      Non-ADGM Financial Institution

      means an entity, the head office of which is established in a jurisdiction other than the ADGM, that carries out an activity which would, if carried out within the ADGM, be any of the following Regulated Activities—   
      (a) Accepting Deposits;
         
      (b) Dealing in Investments as Principal; or
         
      (c) Managing a Profit Sharing Investment Account.
         
      Non-ADGM Insolvency Law means the laws of a third country that relate to insolvency.
         
      Non-ADGM Insolvency Proceeding means a proceeding under the laws of a third country relating to insolvency that is comparable, in terms of objectives and anticipated results, to Insolvency Proceedings.
         
      Non-ADGM Institution means an Investment Firm or Recognised Clearing House whose principal place of business and head office is in a jurisdiction other than the ADGM.
         
      Non-CET1 Capital Instrument means Additional Tier 1 Capital instruments and Tier 2 Capital instruments.
         
      Parent Undertaking has the meaning given to that term in section 1018 of the Companies Regulations 2015.
         
      Pre-Resolution Valuation means a valuation carried out under section 35, whose objective is to assess the value of the assets and liabilities of an Institution that is not an ADGM Branch or the Business of an ADGM Branch that meets the Resolution Conditions.
         
      Prospectus has the meaning given to that term in section 258 of the Financial Services and Markets Regulations 2015.
         
      Provisional Valuation means a valuation carried out under section 36.
         
      Recipient means the person or entity to which Shares, Debt Instruments, rights, assets or liabilities, or any combination of those items are transferred from an Institution in Resolution.
         
      Recognised Clearing House has the meaning given to that term in section 258 of the Financial Services and Markets Regulations 2015.
         
      Recognised Foreign Resolution Action means a Foreign Resolution Action which is, or part of which is, recognised by the Regulator under section 78(1).
         
      Recognised Investment Exchange has the meaning given to that term in section 258 of the Financial Services and Markets Regulations 2015.
         
      Recognition Requirements has the meaning given to that term in section 120 of the Financial Services and Markets Regulations 2015, as it applies to a clearing house.
         
      Recovery Plan means an Individual Recovery Plan or a Group Recovery Plan.
         
      Regulated Activities has the meaning given to that term in section 19 of the Financial Services and Markets Regulations 2015.
         
      Regulator has the meaning given to that term in section 258 of the Financial Services and Markets Regulations 2015.
         
      Residual Institution means, in circumstances where part of the business of an Institution has been sold to a private sector purchaser using the Sale of Business Tool, the non-sold or non-transferred part of the Institution and the legal entity in which any related assets, liabilities or business resides.
         
      Resolution means the application under these Regulations of a Resolution Tool in order to achieve one or more of the Resolution Objectives.
         
      Resolution Action
      means—
         
      (a) the decision to place an Institution that satisfies the Resolution Conditions in Resolution;
         
      (b) the application of a Resolution Tool; or
         
      (c) the exercise of one or more Resolution Powers.
         
      Resolution Conditions means the conditions set out in section 22.
         
      Resolution Order means the order setting out the decision of the Regulator regarding the Resolution of an Institution.
         
      Resolution Objectives means the resolution objectives specified in section 21.
         
      Resolution Plan means an Individual Resolution Plan or a Group Resolution Plan.
         
      Resolution Power means any of the powers under section 58.
         
      Resolution Safeguard means a safeguard set out under sections 67 to 75.
         
      Resolution Tool means the Sale of Business Tool and Bail-in Tool.
         
      Sale of Business Tool means transferring rights, assets, liabilities or Shares, of an Institution in Resolution to a purchaser in accordance with section 42(1).
         
      Secured Liability means a liability where the right of the creditor to payment or other form of performance is secured by a Collateral Arrangement.
         
      Shadow Director has the meaning given to that term under section 147 of the Companies Regulations 2015.
         
      Shareholders means holders of Shares.
         
      Shares means shares, instruments that are convertible into or give the right to acquire shares, and instruments representing interests in shares and the corporate instruments conferring voting rights, control or equity in a body corporate.
         
      Share Transfer Order means an order for the transfer of Shares.
         
      Subsidiary has the meaning given to that term under section 1015 of the Companies Regulations 2015.
         
      Threshold Conditions has the meaning given to that term in section 7(2) of the Financial Services and Markets Regulations 2015.
         
      Tier 1 Capital means the sum of Common Equity Tier 1 Capital and Additional Tier 1 Capital.
         
      Tier 2 Capital means capital instruments or subordinated loans that meet the conditions for "T2 Capital" laid down in the Rules made by the Regulator.
         
      Title Transfer Collateral Arrangement has the meaning given to that term under section 298 of the Insolvency Regulations 2015.
         
      Transfer Power means the power to transfer Shares, Debt Instruments, rights, assets or liabilities, or any combination of those items, from an Institution in Resolution to a Recipient.
         
      UAE means the United Arab Emirates.
         
      Winding Up means, in relation to an Institution, the realisation of the assets of the Institution and the distribution of the proceeds of such realisation to those entitled to receive them under ADGM Insolvency Regulations.
         
      Write Down or Conversion Power means the write down or conversion power under sections 64 and 66.
         

    • 2. Application

      (1) These Regulations apply to—
      (a) Investment Firms;
      (b) Recognised Clearing Houses;
      (c) ADGM Parent Undertakings;
      (d) ADGM Subsidiaries; and
      (e) ADGM Branches.
      (2) For the purposes of these Regulations, an Institution does not cease to be an Institution if it no longer holds a Financial Services Permission or recognition order as an Investment Firm or a Recognised Clearing House as a result of a Resolution Action.