• FSRA LEGISLATION

    • Regulations

      • Bank Recovery and Resolution Regulations 2018

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        • 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.

        • PART 2 PART 2 The Regulator

          • 3. Functions and powers of the Regulator

            (1) The Regulator shall carry out such functions and shall have such powers as are conferred on it by or under the ADGM Founding Law and any enactment, including these Regulations.
            (2) The Regulator may do whatever it considers necessary for or in connection with, or reasonably incidental to, performing its functions and exercising its powers.

          • 4. Guiding Principles

            (1) In performing its functions and exercising its powers, the Regulator shall take into consideration the following guiding principles—
            (a) the need to meet the objectives set out in the Financial Services and Markets Regulations 2015;
            (b) the financial stability of the ADGM, including the prevention of contagion (including contagion to market infrastructures such as Recognised Investment Exchanges and Recognised Clearing Houses) and maintaining market discipline;
            (c) to ensure the continuity of the provision of Critical Functions in the ADGM;
            (d) the reduction of the risk to the public of financial loss due to the financial unsoundness of a person to whom these Regulations apply;
            (e) the protection and enhancement of the reputation and integrity of and public confidence in the ADGM in commercial and financial matters; and
            (f) any other principles as the Board may set.
            (2) Unless otherwise stated in these Regulations, the Guiding Principles are each of equal significance and are to be balanced as appropriate in each case.

          • 5. Power Of The Regulator To Give Guidance

            (1) The Regulator may give Guidance either generally or to a particular In-Scope Entity with respect to—
            (a) the operation of any provision of these Regulations;
            (b) any other matter relating to the functions and powers of the Regulator; and
            (c) any other matter about which it appears to the Regulator to be desirable to give Guidance.
            (2) Guidance issued by the Regulator shall be indicative and non-binding.

          • 6. Limitation Of Liability

            (1) This section applies to the Board, the Regulator, any member or any person who is, or is acting as, an officer, employee or agent of the Regulator or who is performing any duty or exercising any power on behalf of the Regulator or under the control of the Regulator.
            (2) A person or body to whom this section applies shall not be liable in damages or for any claims for compensation for anything done or omitted in the discharge or purported discharge of any function under, or authorised by or under, these Regulations unless it is shown that the act or omission was in bad faith or fraudulent.

        • PART 3 PART 3 Recovery And Resolution Planning

          • Chapter 1 Chapter 1 Recovery Plans

            • 7. Individual Recovery Plans

              (1) The Regulator may require an Institution to prepare and submit to the Regulator for review an Individual Recovery Plan for the Institution. In exercising this discretion, the Regulator will consider the risk profile of the Institution and the impact of its failure on the financial system, market confidence or the economy in the ADGM or the reputation, integrity or public confidence in the stability of the ADGM.
              (2) The Individual Recovery Plan shall include the information set out in Part 1 of the Schedule and shall set out measures that would be taken by the Institution for the restoration of its financial position in the event of a significant deterioration of such financial position. The Regulator may require that additional information be included in the Individual Recovery Plan.
              (3) The Management of the Institution shall assess and approve the Individual Recovery Plan before submitting it to the Regulator.
              (4) For Institutions forming part of a Group headed by a Non-ADGM Financial Institution, the Regulator may require disclosure of part or all of any existing Recovery Plans prepared at the Group level at the request of the supervisory authorities in jurisdictions other than the ADGM of any Group Entities. The Regulator may determine that such a disclosure satisfies the requirements under subsection (1).
              (5) Unless directed otherwise by the Regulator, Institutions required to prepare an Individual Recovery Plan under subsection (1) shall update their Individual Recovery Plans annually and after any change to their legal or organisational structure, business or financial situation, which could have a material effect on, or necessitate a change to, the Individual Recovery Plan.

            • 8. Group Recovery Plans

              (1) The Regulator may require an ADGM Parent Institution to prepare and submit to the Regulator a Group Recovery Plan for the Group headed by the ADGM Parent Institution as a whole.
              (2) The Group Recovery Plan shall identify measures that may be required to be implemented at the level of the ADGM Parent Institution, the Institutions and other Subsidiaries, with the aim to achieve the stabilisation of the Group as a whole, or any Institution of the Group, when it is in a situation of stress so as to address or remove the causes of the distress and restore the financial position of the Group or the Institution in question, at the same time taking into account the financial position of other Group Entities. The Group Recovery Plan shall include the information set out in Part 1 of the Schedule (with any necessary modifications for the Group level). The Regulator may require that additional information be included in the Group Recovery Plan.
              (3) The Management of the ADGM Parent Institution shall assess and approve the Group Recovery Plan before submitting it to the Regulator.
              (4) Unless directed otherwise by the Regulator, ADGM Parent Institutions required to prepare a Group Recovery Plan under subsection (1) shall update their Group Recovery Plans annually and after any change to the Group's legal or organisational structure, business or financial situation, which could have a material effect on, or necessitate a change to, the Group Recovery Plan.

            • 9. Assessment Of Recovery Plans

              (1) The Regulator shall examine Recovery Plans submitted to it with a view to identifying any elements in the Recovery Plan which may adversely impact the resolvability or supervision of the Institution or Group.
              (2) In assessing a Recovery Plan, the Regulator may consider—
              (a) whether the arrangements proposed in the Recovery Plan would, if implemented, be reasonably likely to maintain or restore the viability and financial position of the Institution;
              (b) whether the arrangements proposed in the Recovery Plan would be reasonably likely to be implemented quickly and effectively in situations of financial stress and, as far as possible, without any material adverse impact on the financial system of the ADGM;
              (c) any preparatory measures taken or planned to be taken by the Institution;
              (d) the possibility that the Recovery Plan may have to be implemented at the same time as Recovery Plans prepared by other Institutions; and
              (e) whether the capital and funding structure of the Institution is appropriate, having regard to the level of complexity of its organisational structure and its risk profile.
              (3) In assessing a Group Recovery Plan, the Regulator may consider the potential impact of the recovery measures on financial stability in all the jurisdictions in which the Group operates. In doing so, the Regulator may consult the supervisory authorities and resolution authorities of the jurisdictions in which any Group Entities or Branches are located.
              (4) If the Regulator determines that there are material deficiencies in a Recovery Plan, or material impediments to its implementation, it shall notify the relevant Institution of its assessment in writing and require the Institution to submit, within two months, extendable with the Regulator's approval by one month, a revised Recovery Plan demonstrating how those deficiencies or impediments have been addressed.
              (5) If the Institution fails to submit a revised Recovery Plan within the specified timeframe, or the Regulator determines that a matter notified under subsection (4) has not been adequately addressed in the revised Recovery Plan, the Regulator may direct the Institution to take any measures it considers to be necessary and proportionate. Such directions may include, without limitation, directing the Institution to—
              (a) reduce the risk profile of the Institution or Group, including liquidity risk;
              (b) require it or its Group to undertake timely recapitalisation;
              (c) review its or its Group's strategy and structure;
              (d) change its or its Group's funding strategy in order to improve the resilience of Core Business Lines and Critical Functions; and
              (e) change its or its Group's governance or Subsidiary structure.

          • Chapter 2 Chapter 2 Resolution Plans

            • 10. Individual Resolution Plans

              (1) The Regulator may require an Institution to prepare and submit to it an Individual Resolution Plan for the Institution. In exercising this discretion, the Regulator will consider the risk profile of the Institution and the impact of its failure on the financial system, market confidence or the economy in the ADGM or the reputation, integrity or public confidence in the stability of the ADGM.
              (2) An Individual Resolution Plan shall—
              (a) be proportionate to the systemic importance of the Institution;
              (b) set out the options for applying a Resolution Tool and a Resolution Power to the Institution;
              (c) take into consideration relevant scenarios including that the event of a failure of the Institution may be unusual, occur at a time of broader financial instability or systemwide events;
              (d) include procedures for informing and consulting relevant employees throughout the Resolution process, where appropriate; and
              (e) set out the information specified in Part 3 of the Schedule.
              (3) The Regulator may require that additional information be included in the Individual Resolution Plan.
              (4) For Institutions forming part of a Group headed by a Non-ADGM Financial Institution, the Regulator may require disclosure of part or all of any existing resolution plans prepared at a Group level at the request of the supervisory authorities or resolution authorities in jurisdictions other than the ADGM of any Group Entities. The Regulator may determine that such a disclosure satisfies the requirements under subsection (1).
              (5) The Management of the Institution shall assess and approve the Individual Resolution Plan before submitting it to the Regulator.
              (6) Unless directed otherwise by the Regulator, Institutions required to prepare an Individual Resolution Plan under subsection (1) shall update their Individual Resolution Plans annually and after any change to the Institution's legal or organisational structure, business or financial situation, which could have a material effect on, or necessitate a change to, the Individual Resolution Plan.

            • 11. Group Resolution Plans

              (1) The Regulator may require an ADGM Parent Institution to prepare a Group Resolution Plan for the Group headed by the ADGM Parent Institution as a whole.
              (2) A Group Resolution Plan shall—
              (a) be proportionate to the systemic importance of the Group;
              (b) set out the options for applying Resolution Tools and Resolution Powersto the Group;
              (c) take into consideration relevant scenarios including that the event of a failure of the Group may be unusual, occur at a time of broader financial instability or system-wide events;
              (d) include procedures for informing and consulting employee representatives throughout the resolution process, where appropriate; and
              (e) set out the information specified in Part 3 of the Schedule (with any necessary modifications for the Group level).
              (3) The Regulator may require that additional information be included in the Group Resolution Plan.
              (4) The Management of the ADGM Parent Institution shall assess and approve the Group Resolution Plan before submitting it to the Regulator.
              (5) Unless directed otherwise by the Regulator, ADGM Parent Institutions required to prepare a Group Resolution Plan under subsection (1) shall update their Group Resolution Plans annually and after any change to the Group's legal or organisational structure, business or financial situation, which could have a material effect on, or necessitate a change to, the Group Resolution Plan.

            • 12. Assessment Of Resolution Plans

              (1) The Regulator may examine Resolution Plans submitted to it with a view to identifying any elements of the Resolution Plan which may adversely impact the resolvability or supervision of the Institution or Group.
              (2) The Regulator may require an Institution to cooperate, assist and provide the information specified in Part 2 of the Schedule for the purposes of assessing a Resolution Plan for the Institution or its Group.
              (3) In assessing a Resolution Plan, the Regulator may consider the extent to which it satisfies the requirements and criteria laid down in sections 10(2) and 11(2), as applicable.
              (4) In assessing a Group Resolution Plan, the Regulator shall consider the potential impact of the resolution measures on financial stability in all the jurisdictions in which the Group operates. In doing so, the Regulator may consult the supervisory authorities and resolution authorities of the jurisdictions in which any Group Entities or Branches are located.
              (5) If the Regulator determines that there are material deficiencies in a Resolution Plan or material impediments to its implementation, it shall notify the relevant Institution of its assessment in writing and require the Institution to submit, within two months, extendable with the Regulator's approval, a revised Resolution Plan demonstrating how those deficiencies or impediments have been addressed.
              (6) If the Institution fails to submit a revised Resolution Plan within the specified timeframe, or the Regulator determines that a matter notified under subsection (5) has not been adequately addressed in the revised Resolution Plan, the Regulator may direct the Institution to take any measures it considers to be necessary and proportionate, including any of the steps in section 9(5).

          • Chapter 3 Chapter 3 Resolvability

            • 13. Assessment Of Resolvability For Institutions

              (1) In assessing a Resolution Plan, the Regulator may carry out a resolvability assessment with respect to the Institution. Such an assessment shall determine the extent to which the Institution is resolvable.
              (2) An Institution shall be determined as resolvable if it is feasible and credible for the Regulator to Wind Up the Institution under Insolvency Proceedings or to resolve it by applying a Resolution Tool to, and exercising Resolution Powers in respect of, the Institution while avoiding to the maximum extent possible any significant adverse effect on the financial system, including in circumstances of broader financial instability or system-wide events, with a view to ensuring the continuity of Critical Functions carried out by the Institution.
              (3) For the purposes of the assessment of resolvability referred to under subsection (1), the Regulator may consider the matters set out in Part 4 of the Schedule. The Regulator shall carry out any potential resolvability assessment in pursuit of the Resolution Objectives and in accordance with the General Resolution Principles.
              (4) Where the Institution is part of a Group which has submitted a Group Resolution Plan under section 10(5), a simplified resolvability assessment may be conducted by taking into account the Group Resolution Plan and by considering the resolvability of the elements of the Group which are relevant to the functions of the Regulator.
              (5) The Regulator shall be permitted but is not required to publish or disclose any resolvability assessment.

            • 14. Assessment Of Resolvability For Groups

              (1) In assessing a Resolution Plan, the Regulator may carry out a resolvability assessment with respect to the Group headed by the ADGM Parent Institution as a whole. Such an assessment shall determine the extent to which the Group is resolvable.
              (2) A Group shall be determined as resolvable if it is feasible and credible for the Regulator to Wind Up Group Entities under Insolvency Proceedings or to resolve Group Entities by applying a Resolution Tool to, and exercising Resolution Powers in respect of, the Group Entities while avoiding to the maximum extent possible any significant adverse effect on the financial system, including in circumstances of broader financial instability or system-wide events, with a view to ensuring the continuity of Critical Functions carried out by the Group Entities, where they can be easily separated in a timely manner or by other means.
              (3) For the purposes of the assessment of resolvability referred to under subsection (1), the Regulator shall, as a minimum, consider the matters set out in Part 4 of the Schedule (with any necessary modifications for the Group level). The Regulator shall carry out any potential resolvability assessment in pursuit of the Resolution Objectives and in accordance with the General Resolution Principles.

            • 15. Powers To Address Or Remove Impediments To Resolvability

              (1) If a resolvability assessment identifies any material impediments to resolvability, these may be notified in writing by the Regulator to the relevant Institution and, where applicable, to the relevant resolution authorities in other jurisdictions in which the Institution or Group Entities operate.
              (2) An Institution shall, within three months of the date of receipt of a notification under subsection (1) or such other time period as may be specified in such notification, propose to the Regulator possible measures to address or remove the substantive impediments identified in the notification. The Regulator shall determine whether the measures referred to effectively address or remove the substantive impediments.
              (3) If the Regulator assesses that the measures proposed under subsection (2) do not effectively reduce or remove the impediments, the Regulator shall—
              (a) subject to subsection (6), require the Institution and its Group to take alternative measures, including, without limitation, any measure specified in subsection (4) that may achieve that objective, and notify the Institution in writing of those measures and propose a plan to comply with them; and
              (b) explain to the Institution how the measures proposed by the Institution would not have adequately removed the impediments to resolvability and how the alternative measures are proportionate in removing them.
              (4) In addition, the Regulator may—
              (a) if applicable, require the Institution to revise any Intragroup Financial Support or review the absence of an Intragroup Financial Support and may require the Institution to enter into agreements which provide for financial support to be given by—
              (i) the Institution's Parent Undertaking established in a jurisdiction other than the ADGM to the Institution; or
              (ii) the Institution to a Subsidiary established in a jurisdiction other than the ADGM;
              (b) require the Institution to draw up service agreements, whether intra-group or with third parties, to cover the provision of Critical Functions;
              (c) require the Institution to limit its maximum individual and aggregate exposures;
              (d) impose specific or regular additional information requirements relevant for Resolution purposes;
              (e) require the Institution to divest specific assets;
              (f) require the Institution to limit or cease specific existing or proposed activities;
              (g) require the Institution to restrict or prevent the development of new or existing business lines or sale of new or existing products;
              (h) require changes to the legal or operational structures of the Institution or entities in its control so as to reduce complexity in order to ensure that Critical Functions may be legally and operationally separated from other functions through the application of a Resolution Tool;
              (i) require the Institution to transfer any business to a Subsidiary in the Group or to establish any new Subsidiary; or
              (j) require the Institution to issue Eligible Liabilities or take other steps to meet minimum requirements for Capital Resources and Eligible Liabilities set under Chapter 4.
              (5) The Regulator may take or direct any of the same measures set out in subsection (4) at the level of any Group Entity.
              (6) The Regulator's power to require an Institution or Group to take measures under subsections (3) or (4) shall be limited to what is necessary in the public interest in order to simplify the structure and operations of the Institution or Group solely to improve its resolvability.

          • Chapter 4 Chapter 4 Minimum Requirements For Capital Resources And Eligible Liabilities

            • 16. Minimum Requirements For Capital Resources And Eligible Liabilities

              (1) The Regulator may set for each Institution a minimum requirement for Capital Resources and Eligible Liabilities.
              (2) An Institution shall at all times meet its minimum requirement for Capital Resources and Eligible Liabilities set by the Regulator under subsection (1).
              (3) The Regulator shall review the minimum requirement for Capital Resources and Eligible Liabilities and determine the appropriate level of the requirement.

            • 17. Minimum Share Capital Requirements

              (1) The Regulator may impose additional Tier 1 Capital requirements so that in the event of the Regulator exercising a Write Down or Conversion Power in respect of the Institution, the Institution shall not be prevented from issuing sufficient new Shares to ensure that the conversion of liabilities into Shares can be carried out effectively in the future.
              (2) An assessment by the Regulator as to whether to impose additional capital requirements, or to what extent to impose additional capital requirements under subsection (1), may be carried out in conjunction with the development of a Resolution Plan under section 10 in respect of that Institution.

        • PART 4 PART 4 Early Intervention Actions

          • 18. Early Intervention

            (1) Where the Regulator is satisfied that an Institution is infringing or is likely, in the near future, to infringe—
            (a) either the minimum capital or liquidity requirements placed on it by the Regulator, including any new or additional capital requirements under sections 16 or 17; or
            (b) the Threshold Conditions or the Recognition Requirements, as applicable,
            the Regulator may take any one or more early intervention measures, including those set out in subsection (4), in relation to an Institution.
            (2) In this section, "early intervention measure" means a measure which may be taken by the Regulator in the exercise of its powers under these Regulations and the Financial Services and Markets Regulations 2015, with the object of addressing the conditions referred to in subsection (1).
            (3) An infringement referred to in subsection (1) may occur due to, among other things, a deteriorating financial condition, and may include one or more of the following—
            (a) a deteriorating funding situation;
            (b) an increasing level of leverage;
            (c) an increasing level of non-performing or defaulting loans; or
            (d) an increasing concentration of exposures.
            (4) Early intervention measures include, where applicable, the power of the Regulator to—
            (a) require the Management of the Institution to—
            (i) implement one or more of the arrangements or measures set out in its Recovery Plan; or
            (ii) update its Recovery Plan where the circumstances that led to the early intervention are different from the assumptions in the Recovery Plan and implement one or more of the arrangements or measures set out in the updated Recovery Plan,
            within a specified timeframe and in order to ensure that the conditions for early intervention no longer apply;
            (b) require the Management of the Institution to examine the situation, identify measures to overcome any problems identified and draw up an action programme to overcome those problems and a timeframe for its implementation;
            (c) require the Management of the Institution to convene, or if the Management fails to comply with that requirement, convene directly a meeting of Shareholders of the Institution, and in both cases set the agenda and require certain decisions to be considered for adoption by the Shareholders;
            (d) require one or more members of the Management of the Institution to be removed or replaced if those persons are determined by the Regulator to be unfit to perform their duties;
            (e) require the Management of the Institution to draw up a plan for negotiation on restructuring of debt with some or all of its creditors according to the Recovery Plan, where applicable;
            (f) require changes to the Institution's strategy;
            (g) require changes to the legal or operational structures of the Institution;
            (h) require the transfer of any business to a Subsidiary in the Group or establishment of any new Subsidiary;
            (i) require, including through on-site inspections, if necessary, the provision to the Regulator of all information necessary in order to update the Resolution Plan and prepare for the possible Resolution of the Institution and for a Pre-Resolution Valuation to be conducted in accordance with section 35; or
            (j) require the Institution to contact potential purchasers in order to prepare for the Resolution of the Institution, subject to the procedural requirements relating to the Sale of Business Tool.
            (5) For each of the early intervention measures set out in subsection (4), the Regulator shall set out an appropriate deadline for completion to enable it to evaluate the effectiveness of the measure.

          • 19. Temporary Administrator

            (1) Subject to subsection (2), if the Regulator considers that the replacement of the Management of an Institution as an early intervention measure would be insufficient to remedy the situation, the Regulator may appoint one or more temporary administrators to the Institution.
            (2) Before appointing a person as a temporary administrator, the Regulator must be satisfied that the person has the qualifications, ability and knowledge required to carry out the functions of a temporary administrator and does not have a conflict of interest in relation to the Institution.
            (3) The Regulator may appoint the temporary administrator under subsection (1) either to—
            (a) replace the Management of the Institution for a specified period (which may be extended by the Regulator); or
            (b) work for a specified period (which may be extended by the Regulator) with the Management of the Institution.
            (4) If the Regulator appoints a temporary administrator under subsection (3), the Regulator shall, at the time of such an appointment, specify in the instrument of appointment—
            (a) the role of the temporary administrator and the period of time for which it is to be appointed in accordance with subsection (3)(a) or (b);
            (b) subject to subsection (6), the functions and powers of the temporary administrator which may include—
            (i) ascertaining the financial position of the Institution;
            (ii) some or all of the powers of the Management of the Institution under the Institution's articles of association, including the power to exercise some or all of the administrative functions of the Management of the Institution; and
            (iii) managing the business or part of the business of the Institution with a view to preserving or restoring the financial position of the Institution and taking measures to restore the sound and prudent management of the business of the Institution;
            (c) any limits on the role, functions and powers of the temporary administrator under subsection (a) or (b);
            (d) any requirements for the Management of the Institution to consult or to obtain the consent of the temporary administrator prior to taking decisions or actions specified in the instrument of appointment; and
            (e) subject to subsection (7), any requirement that certain acts of the temporary administrator are to be subject to the prior consent of the Regulator.
            (5) The Regulator shall, in such manner as the Regulator considers appropriate, publish details of the name of the Institution and temporary administrator except where the temporary administrator does not have the power to represent the Institution.
            (6) The powers of a temporary administrator specified in an instrument of appointment under subsection (4)—
            (a) shall be based on what is proportionate in the circumstances; and
            (b) shall comply with the Companies Regulations 2015.
            (7) The temporary administrator may convene a general meeting of the Shareholders of the Institution and set the agenda of such a meeting only with the prior consent of the Regulator.
            (8) The Regulator may require that a temporary administrator draw up reports on the financial position of the Institution and on the acts performed in the course of its appointment, at intervals set by the Regulator and at the end of the temporary administrator's appointment.
            (9) The term of appointment of a temporary administrator shall not exceed one year, subject to renewal of the appointment where the conditions under subsection (1) for appointing the temporary administrator continue to be met and the Regulator determines that the conditions are appropriate to maintain a temporary administrator.
            (10) Subject to subsections (1) to (9), the appointment of a temporary administrator shall not prejudice the rights of the Shareholders of the Institution under the Companies Regulations 2015.
            (11) A temporary administrator shall not be liable in damages for anything done or omitted in the discharge or purported discharge of his or her functions as temporary administrator under these Regulations unless it is shown that the act or omission was in bad faith or fraudulent.
            (12) A temporary administrator shall not be deemed to be a Director, Shadow Director, partner, member, or de facto director of the Institution.
            (13) The Regulator shall have the exclusive power to appoint, remove, or vary the terms of engagement of, a temporary administrator, and may do so at any time.

          • 20. Application Of Early Intervention Measures And Appointment Of Temporary Administrator To Groups

            Where the conditions for the application of a measure under section 18 or the appointment of a temporary administrator in accordance with section 19 are met in relation to an ADGM Parent Institution, the Regulator shall decide whether to apply a measure under section 18 or appoint a temporary administrator under section 19 in respect of the relevant ADGM Parent Institution, taking into account the impact of those measures on any Group Entities or significant Branches. In doing so, the Regulator may consult the supervisory authorities and resolution authorities of the jurisdictions in which any Group Entities or Branches are located.

        • PART 5 PART 5 Resolution Matters

          • Chapter 1 Chapter 1 Objectives, Resolution Conditions And General Resolution Principles

            • 21. Resolution Objectives

              (1) In applying the Resolution Tools and exercising the Resolution Powers, the Regulator shall have regard to the Resolution Objectives specified in subsection (2) and shall choose the Resolution Tools and Resolution Powers that in its view best achieve the Resolution Objectives that are relevant in the circumstances.
              (2) The Resolution Objectives shall include all the Guiding Principles and the following additional considerations specific to Resolution—
              (a) protection of Depositors (including Eligible Depositors) and investors, to the extent protected by law or compensation scheme; and
              (b) protection of Client Assets.
              (3) Unless otherwise stated in these Regulations, the Resolution Objectives are each of equal significance and are to be balanced as appropriate in each case.
              (4) A person exercising a resolution function under these Regulations shall have regard to the Resolution Objectives if they are relevant to that function.
              (5) In pursuing the Resolution Objectives, the Regulator shall seek to avoid the destruction of value unless it is reasonable to achieve the Resolution Objectives.

            • 22. Resolution Conditions

              (1) A Resolution Action may be taken in respect of an Investment Firm or Recognised Clearing House only if the Regulator is satisfied that the following conditions are met—
              (a) the Investment Firm or Recognised Clearing House is failing or is likely to fail;
              (b) having regard to timing and other relevant circumstances, it is not reasonably likely that any action (except the application of a Resolution Tool or exercise of a Resolution Power) will be taken by or in respect of the Investment Firm or Recognised Clearing House that will prevent the failure or likely failure of the Investment Firm or Recognised Clearing House; and
              (c) the application of a Resolution Tool is in the public interest.
              (2) Notwithstanding subsection (1), where an Institution is a Group Entity, a Resolution Action may be taken in respect of the Institution if the Regulator is satisfied that the following conditions are met—
              (a) while the Institution does not in isolation meet the conditions set out in subsection (1), the conditions set out in subsection (1) are met in relation to another Group Entity in the Institution's Group (regardless of whether the other Group Entities in the Group also meet the Resolution Conditions); and
              (b) the failure or likely failure of the Group Entity that meets the conditions set out in subsection (1) would have adverse consequences for the Institution which would likely cause the Institution to meet the conditions set out in subsection (1) in the future.
              (3) A Resolution Action may be taken in respect of an ADGM Branch only if the Regulator is satisfied that the following conditions are met—
              (a) the ADGM Branch is failing or is likely to fail;
              (b) having regard to timing and other relevant circumstances, it is not reasonably likely that any action will be taken by or in respect of the ADGM Branch or Non-ADGM Institution that will prevent the failure or likely failure of the ADGM Branch or NonADGM Institution;
              (c) the application of a Resolution Tool is in the public interest; and
              (d) the Non-ADGM Institution is—
              (i) not subject to, and not likely in a reasonable timeframe to be subject to, any Foreign Resolution Action or Non-ADGM Insolvency Proceedings; or
              (ii) subject to Foreign Resolution Action, and one of the circumstances referred to in section 78(2) applies in respect of the Non-ADGM Institution.
              (4) A Resolution Action may be taken in respect of an ADGM Parent Undertaking or ADGM Subsidiary of an Institution only if the Regulator is satisfied that the following conditions are met—
              (a) the ADGM Parent Undertaking or ADGM Subsidiary and one or more Institutions in the Group meet the conditions set out in subsection (1); or
              (b) notwithstanding the fact that the ADGM Parent Undertaking or ADGM Subsidiary does not meet the conditions set out in subsection (1)—
              (i) one or more of the Institutions in the Group meet the conditions set out in subsection (1);
              (ii) the assets and liabilities of such Institutions are such that their failure threatens an Institution in the Group or the Group as a whole; and
              (iii) Resolution Action with regard to the ADGM Parent Undertaking is necessary for the Resolution of such Institutions or for the Resolution of the Group as a whole.
              (5) A Resolution Action, including any Resolution Action taken pursuant to a Foreign Resolution Order, may be taken in respect of an ADGM Parent Undertaking or ADGM Subsidiary of an Non-ADGM Financial Institution only if the Regulator is satisfied that the following conditions are met—
              (a) the ADGM Parent Undertaking or ADGM Subsidiary meets the conditions set out in subsection (1), or the resolution authority of the Non-ADGM Financial Institution has determined that the Non-ADGM Financial Institution meets the conditions for resolution under the laws of the jurisdiction in which the Non-ADGM Financial Institution is incorporated; or
              (b) notwithstanding the fact that the ADGM Parent Undertaking or ADGM Subsidiary does not meet the conditions set out in subsection (1)—
              (i) the resolution authority of the Non-ADGM Financial Institution has determined that the Non-ADGM Financial Institution meets the conditions for resolution under the laws of the jurisdiction in which the Non-ADGM Financial Institution is incorporated;
              (ii) its assets and liabilities are such that their failure threatens an Institution or the Group as a whole, or the Non-ADGM Insolvency Law of the jurisdiction in which the Non-ADGM Financial Institution is incorporated requires that Groups be treated as a whole; and
              (iii) Resolution Action with regard to the ADGM Parent Undertaking or ADGM Subsidiary is necessary for the Resolution of the Non-ADGM Financial Institution or for the Resolution of the Group as a whole.
              (6) For the purposes of this section, a Resolution Action shall be in the public interest—
              (a) it is necessary for the achievement of and is proportionate to one or more of the Resolution Objectives in light of the Guiding Principles; and
              (b) Winding Up the Institution under Insolvency Proceedings would not meet the Resolution Objectives to the same extent.
              (7) The prior adoption of a measure under section 18 with regard to an Institution shall not be taken as indicative that the Resolution Conditions are met.

            • 23. Circumstances In Which An Institution Is Deemed To Be Failing Or Likely To Fail

              (1) An Investment Firm shall be deemed to be failing or likely to fail in one or more of the following circumstances—
              (a) it is failing, or is likely to fail, to satisfy the Threshold Conditions in a way that would justify the cancellation by the Regulator under section 33 of the Financial Services and Markets Regulations 2015 of the Investment Firm's Financial Services Permission to carry out one or more Regulated Activities;
              (b) the value of the assets of the Investment Firm determined in accordance with the PreResolution Valuation is less than the value of its liabilities as so determined;
              (c) the Investment Firm is unable to pay its debts or other liabilities as they fall due; or
              (d) one or more of subsections (a) to (c) will, in the near future, apply to the Investment Firm.
              (2) A Recognised Clearing House shall be deemed to be failing or likely to fail in one or more of the following circumstances—
              (a) it is failing, or is likely to fail, to—
              (i) maintain the continuity of any Critical Clearing Services it provides; or
              (ii) satisfy the Recognition Requirements in a way that would justify the revocation by the Regulator under section 134 of the Financial Services and Markets Regulations 2015 of the recognition order in respect of the Recognised Clearing House;
              (b) the value of the assets of the Recognised Clearing House determined in accordance with the Pre-Resolution Valuation is less than the value of its liabilities as so determined;
              (c) the Recognised Clearing House is unable to pay its debts or other liabilities as they fall due; or
              (d) one or more of subsections (a) to (c) will, in the near future, apply to the Recognised Clearing House.
              (3) An ADGM Branch shall be deemed to be failing or likely to fail in one or more of the following circumstances—
              (a) the Non-ADGM Institution is failing, or is likely to fail, to satisfy the Threshold Conditions in a way that would justify the cancellation by the Regulator under section 33 of the Financial Services and Markets Regulations 2015 of the Non-ADGM Institution's Financial Services Permission to carry on one or more Regulated Activities;
              (b) the ADGM Branch is, in the opinion of the Regulator, unable or unwilling, or is likely to be unable, to pay its obligations to its creditors, or obligations otherwise arising from the Business of the ADGM Branch as they fall due;
              (c) the resolution authority of the Non-ADGM Institution has initiated a Foreign Resolution Action in relation to the Non-ADGM Institution, or has notified the Regulator of its intention to initiate such a proceeding; or
              (d) one or more of subsections (a) to (c) will, in the near future, apply to the ADGM Branch.
              (4) An ADGM Parent Undertaking or ADGM Subsidiary shall be deemed to be failing or likely to fail in one or more of the following circumstances—
              (a) the value of the assets of the ADGM Parent Undertaking or ADGM Subsidiary determined in accordance with the Pre-Resolution Valuation is less than the value of its liabilities as so determined;
              (b) the ADGM Parent Undertaking or ADGM Subsidiary is unable to pay its debts or other liabilities as they fall due; or
              (c) one or both of subsections (a) and (b) will, in the near future, apply to the ADGM Parent Undertaking or ADGM Subsidiary.

            • 24. Requirement For Notice

              (1) The Management of an Institution shall notify the Regulator if the Management consider that the Institution is deemed to be failing or likely to fail pursuant to section 23.
              (2) The Regulator shall determine whether the Resolution Conditions are met in respect of that Institution and shall record its decision together with reasons for the decision and the actions that the Regulator intends to take as a result of it. The Regulator may, but need not, make such records public.
              (3) Where the Regulator determines that the Resolution Conditions are met in relation to an Institution pursuant to subsection (2), the Regulator shall give notice of that determination, the Regulator's decision based on that determination, together with reasons for the decision recorded pursuant to subsection (2) and the actions that the Regulator intends to take as a result of it, as soon as practicable, to the following—
              (a) the Institution;
              (b) the Board;
              (c) where applicable, the supervisory authorities and resolution authorities of the jurisdictions in which any Group Entity or significant Branches are located; and
              (d) where applicable and necessary, the depositors guarantee schemes to which an Institution is affiliated.

            • 25. General Resolution Principles

              The Regulator shall, in applying a Resolution Tool to an Institution, take appropriate measures to ensure that Resolution Action is taken in accordance with the following general principles of Resolution—
              (a) the Shareholders of an Institution in Resolution shall bear first losses;
              (b) where and to the extent reasonably practicable, the creditors of an Institution in Resolution shall bear losses after the Shareholders in accordance with the ordinary priority of their claims in Insolvency Proceedings, except as otherwise expressly provided for in these Regulations or subordinate legislation;
              (c) the Management of the Institution in Resolution shall be replaced, except in those cases when the retention of the Management of the Institution, in whole or in part, is considered appropriate in the circumstances or necessary for the achievement of the Resolution Objectives;
              (d) the Management of the Institution in Resolution shall provide all necessary assistance for the achievement of the Resolution Objectives;
              (e) individuals and legal persons that are responsible for the failure of the Institution shall be made liable, in accordance with the law in force in the ADGM;
              (f) except where otherwise provided under these Regulations or under ADGM Insolvency Regulations, creditors of the same class shall be treated in an equitable manner;
              (g) where and to the extent reasonably practicable, no creditor ought to incur materially greater losses than would have been incurred had the Institution been Wound Up under Insolvency Proceedings unless it is in the public interest;
              (h) Resolution Action shall be taken in accordance with the Resolution Safeguards; and
              (i) the destruction of value resulting from the Resolution of an Institution shall be minimised.

            • 26. Conditions For Application Of A Resolution Tool

              (1) When applying a Resolution Tool to an Institution, the Regulator shall take into account the measures provided in the Institution's Resolution Plan (if applicable) unless the Regulator assesses that, in the circumstances, the Resolution Objectives may be achieved more effectively by taking actions that are not provided in the Resolution Plan.
              (2) If the Regulator—
              (a) decides to apply a Resolution Tool to an Investment Firm, an ADGM Parent Undertaking or ADGM Subsidiary; and
              (b) the application of the Resolution Tool would result in loss being borne by the creditors or their claims being converted,
              the Regulatorshall consider exercising the Write Down or Conversion Power under section 64 to convert capital instruments immediately before, or contemporaneously to, applying the Resolution Tool.
              (3) The Regulator may apply the Resolution Tools individually or in any combination.
              (4) Where the Sale of Business Tool is used to transfer only part of the rights, assets or liabilities of the Institution in Resolution or the Business of the ADGM Branch, the Residual Institution from which those rights, assets or liabilities have been transferred shall be Wound Up under Insolvency Proceedings unless otherwise directed by the Regulator. Such Winding Up shall be done within a reasonable time, having regard, if relevant, to the need for that Institution to provide services in order to enable the Recipient to carry out the activities or services acquired by virtue of that transfer, and any other reason that the continuation of the Residual Institution is necessary to achieve the Resolution Objectives or comply with the General Resolution Principles.

          • Chapter 2 Chapter 2 General Resolution Matters

            • 27. Ex-ante Judicial Approval

              (1) A decision by the Regulator to take Resolution Action or make a Foreign Resolution Order shall be subject to it obtaining a prior judicial ruling from the Court in accordance with this section.
              (2) A judicial ruling in accordance with subsection (1) shall be mandatory prior to taking Resolution Action or making a Foreign Resolution Order, if the Resolution Action or Foreign Resolution Order amounts to or would amount to an action of confiscation or seizure or any restriction on individual ownership of funds, rights or activities under Article 19(1) of the ADGM Founding Law.
              (3) A judicial ruling may be requested from the Court by the Regulator in all other cases that do not fall under subparagraph (2).
              (4) Any application for a judicial ruling under this section shall be for a determination that the Regulator has reasonable grounds to conclude that the Resolution Conditions necessary for taking the Resolution Action or making a Foreign Resolution Order have been satisfied.
              (5) The hearing of any application brought by the Regulator under this section shall be held in private and may be conducted without notice to, and in the absence of, the Institution.
              (6) The Court may issue a ruling declaring that the Regulator has reasonable grounds to conclude that the Resolution Conditions have been satisfied if the Regulator has demonstrated that the Resolution Conditions necessary for taking the Resolution Action or making a Foreign Resolution Order have been met.
              (7) The Court shall not issue any interim or interlocutory order in relation to any Resolution Action in favour of a person other than the Regulator. The rights of any Shareholder, creditor or other person affected in respect of any situation, action or omission in connection with Resolution Action will be limited to an action for compensation against the Institution in Resolution or the Residual Institution as may be determined by the Difference in Treatment Valuation and claimable pursuant to section 68.
              (8) Any subsequent judicial ruling of the Court arising from any appeal of a judicial ruling under this section, or the judicial review of any subsequent Resolution Action taken by the Regulator, or Foreign Resolution Order made by the Regulator, shall not affect or invalidate any transfer, provision or instrument made by the Regulator pursuant to such Resolution Action or Foreign Resolution Order and the Court may not quash any provision in any transfer, provision or instrument made by the Regulator pursuant to such Resolution Action.
              (9) Subsection (8) does not affect the power of the Court, subject to section 6, to award damages as a remedy.

            • 28. Restrictions On Other Proceedings

              (1) Commencement of Insolvency Proceedings against an In-Scope Entity shall be taken only with notice to, and the consent of, the Regulator.
              (2) For the purposes of subsection (1), the Court shall only consider an application to issue Insolvency Proceedings if the applicant has filed with the Court evidence of delivery of notice to the Regulator concerning the application to issue Insolvency Proceedings in relation to an In-Scope Entity, irrespective of whether the In-Scope Entity is under Resolution or a decision has been made public; and
              (a) the Regulator has notified the Court that it does not intend to take any Resolution Action in relation to the In-Scope Entity; or
              (b) a period of seven days, beginning from the date on which the notification required under subsection (1) was made, has expired, in which event the Regulator shall be deemed to have consented to the issuance of Insolvency Proceedings.
              (3) Without prejudice to any restriction on the enforcement of security interests imposed pursuant to section 61, if necessary for the effective application of the Resolution Tools and Resolution Powers, the Regulator may request the Court to apply a stay for an appropriate period of time in accordance with the objective pursued, of any judicial action or proceeding in which an In-Scope Entity under Resolution is or becomes a party.

            • 29. Creditor Hierarchy

              (1) For the purposes of Resolution of In-Scope Entities, the following shall have the same priority ranking which is higher than the ranking provided for the claims of ordinary unsecured, non-preferential creditors—
              (a) an Eligible Deposit; and
              (b) a Deposit that would be an Eligible Deposit if it were made in the ADGM.
              (2) In respect of In-Scope Entities, the priority ranking set out in subsection (1) on In-Scope Entities shall override any relevant conflicting provisions set out in the Insolvency Regulations 2015.

            • 30. Assessment By The Regulator

              (1) Where there is a requirement to notify or obtain approval of the Regulator of an acquisition of, or increase in the level of, control under Part 10 of the Financial Services and Markets Regulations 2015 by virtue of the taking of Resolution Action that would result in a change in the level of ownership of a person by another person, the Regulator shall carry out a relevant assessment related to that notification in a timely manner that does not delay or prevent the taking of the Resolution Action.
              (2) Where the Regulator has not completed an assessment required under subsection (1) or given any relevant approval of a transfer or conversion by the date that the Resolution Action is made effective by the Regulator, the following shall apply—
              (a) such a transfer or conversion shall have immediate legal effect;
              (b) during the assessment period and during any divestment period, an acquirer's voting rights attached to such Shares shall be suspended and vested solely in the Regulator, which shall have no obligation to exercise any such voting rights and which shall have no liability whatsoever for exercising or refraining from exercising any such voting rights;
              (c) during the assessment period and during any divestment period, neither the penalties nor other measures for failing to comply with the requirements for acquisitions or disposals of qualifying or significant shareholdings under Part 10 of the Financial Services and Markets Regulations 2015 and any subordinate legislation under the Financial Services and Markets Regulations 2015 shall apply to such a transfer or conversion;
              (d) promptly upon completion of the assessment by the Regulator, the Regulator shall notify the acquirer in writing of whether the Regulator approves or, on the grounds referred to in the Financial Services and Markets Regulations 2015 or any subordinate legislation under the Financial Services and Markets Regulations 2015, opposes such a transfer of Shares to the acquirer or the acquisition of Shares by the acquirer as a result of conversion;
              (e) if the Regulator approves such a transfer of Shares to the acquirer (or the acquisition of Shares by the acquirer as a result of conversion), then the voting rights attached to such Shares shall be deemed to be fully vested in the acquirer immediately upon receipt by the acquirer of such approval notice from the Regulator; and
              (f) if the Regulator opposes such a transfer of Shares to the acquirer (or the acquisition of Shares by the acquirer as a result of conversion), then—
              (i) the voting rights attached to such Shares as provided by subsection (b) shall remain in full force and effect;
              (ii) the Regulator may require the acquirer to divest such Shares within a divestment period determined by the Regulator having taken into account prevailing market conditions; and
              (iii) if the acquirer does not complete such divestment within the divestment period established by the Regulator, then the Regulator may impose on the purchaser penalties and other measures for failing to comply with the requirements for acquisitions or disposals of qualifying or significant shareholdings under Part 10 of the Financial Services and Markets Regulations 2015 or any subordinate legislation under the Financial Services and Markets Regulation 2015.

            • 31. Manner Of Recovery By Regulator Of Expenses

              The Regulator may recover from an Institution in Resolution any reasonable expenses properly incurred in connection with the application of a Resolution Tool or exercise of a Resolution Power in one or more of the following ways—
              (a) as a deduction from any consideration paid by a Recipient to the Institution in Resolution, or as the case may be, to the owners of the Shares; or
              (b) from the Institution in Resolution as a preferential creditor with priority over the claims of ordinary unsecured, non-preferential creditors.

            • 32. Liabilities Of Directors

              A Director of an Institution in Resolution shall not be liable to the Institution or any other persons that it owes duties to (including, but not limited to, Shareholders, creditors or employees of the Institution) for acts and omissions in compliance with a direction given by the Regulator under these Regulations or subordinate legislation.

          • Chapter 3 Chapter 3 Special Management

            • 33. Special Management

              (1) The Regulator may appoint a special manager to replace the Management of an Institution in Resolution.
              (2) A special manager appointed under subsection (1) must have the qualifications, ability and knowledge necessary to carry out his or her functions under these Regulations.
              (3) The term of appointment of a special manager shall be for a period not exceeding one year, except that the Regulator may, in exceptional circumstances, renew the appointment for a further period not exceeding one year if the Regulator determines that the conditions for appointment of a special manager continue to be met.
              (4) The Regulator shall, in such manner as it considers appropriate, publish notice of the appointment of a special manager.
              (5) A special manager shall have all the powers of the Shareholders and Management of the Institution in Resolution, except that—
              (a) the exercise of that power shall be under the control of the Regulator; and
              (b) the Regulator may set limits to the action of a special manager or require that certain acts of the special manager be subject to the Regulator's prior consent.
              (6) A special manager shall have a duty to take all measures necessary to promote the Resolution Objectives and to implement Resolution Actions in accordance with decisions of the Regulator.
              (7) The duty specified in subsection (6) may, where necessary, override any other duty placed upon a Director under the Companies Regulations 2015 and the Institution's constitutional documents in so far as they are inconsistent.
              (8) The measures referred to in subsection (6) may include—
              (a) an increase of the Institution's capital;
              (b) the reorganisation of the ownership structure of the Institution; or
              (c) the takeover of the Institution by another Institution that is financially and organisationally sound by applying a Resolution Tool.
              (9) In appointing a special manager to an Institution that is a Group Entity, the Regulator shall consider whether it is appropriate to appoint the same special manager that is appointed to another entity in the Institution's Group.

            • 34. Regulator Or Special Manager Not To Be Treated As A Director Of An Institution

              Nothing in these Regulations shall cause the Regulator or a special manager appointed by the Regulator under section 33 to be treated as or deemed to be a Director, Shadow Director, partner, member, or de facto Director of an Institution.

          • Chapter 4 Chapter 4 Valuation

            • 35. Pre-resolution Valuation

              (1) Subject to section 39 and prior to taking Resolution Action in respect of an In-Scope Entity, the Regulator shall cause to be carried out a Pre-Resolution Valuation of—
              (a) in the case of an In-Scope Entity that is not an ADGM Branch, the assets and liabilities of the In-Scope Entity; and
              (b) in the case of an ADGM Branch, the Business of the ADGM Branch.
              (2) The Regulator shall appoint an independent valuer to carry out a Pre-Resolution Valuation.
              (3) The purpose of a Pre-Resolution Valuation shall be—
              (a) to inform the decision of whether the Resolution Conditions or the conditions for the Write Down or Conversion Power are met;
              (b) if the Resolution Conditions are met, to inform the decision on which a Resolution Tool should be applied;
              (c) if the conditions for the Write Down or Conversion Power are met, to inform the decision on the extent of the cancellation or dilution of Shares and the extent of the write down or conversion;
              (d) if the Bail-in Tool is to be applied, to inform the decision on the extent of the write down or conversion of Eligible Liabilities;
              (e) if the Sale of Business Tool is to be applied, to inform the decision on the rights, assets, liabilities or Shares to be transferred and to inform the Regulator's understanding of what constitutes commercial terms for the purpose of the application of the tool; and
              (f) in all cases, to ensure that any losses on the assets of the In-Scope Entity are fully recognised at the moment a Resolution Tool is applied or the Write Down or Conversion Power is exercised.
              (4) In carrying out a Pre-Resolution Valuation, the person carrying out the valuation shall—
              (a) make prudent assumptions, including as to the rates of defaults and severity of losses;
              (b) disregard any potential future provision of extraordinary public financial support; and
              (c) take into account the fact that if any Resolution Tool is applied the Regulator may recover any reasonable expenses properly incurred from the In-Scope Entity in accordance with the General Resolution Principles.
              (5) A valuation shall be supplemented by the following information as appearing in the accounting books and records of the In-Scope Entity (or, in the case of an ADGM Branch, the Non-ADGM Institution, as applicable)—
              (a) a balance sheet, as at the date of the valuation, of—
              (i) in the case of an In-Scope Entity that is not an ADGM Branch, the In-Scope Entity; and
              (ii) in the case of an ADGM Branch, the Business of the ADGM Branch;
              (b) a report on the financial position of the In-Scope Entity;
              (c) an analysis and estimate of the accounting value of—
              (i) in the case of an In-Scope Entity that is not an ADGM Branch, the assets of the In-Scope Entity; and
              (ii) in the case of an ADGM Branch, the property and rights of the Non-ADGM Institution which form part of the Business of the ADGM Branch;
              (d) where required to inform a decision relating to the Sale of Business Tool, an analysis and estimate of the market value of—
              (i) in the case of an Institution that is not an ADGM Branch, the assets and liabilities of the Institution; and
              (ii) in the case of an ADGM Branch, the Business of the ADGM Branch.
              (e) a list of outstanding liabilities (including any off balance sheet liabilities) of—
              (i) in the case of an In-Scope Entity that is not an ADGM Branch, the In-Scope Entity; and
              (ii) in the case of an ADGM Branch, the Non-ADGM Institution which form part of the Business of the ADGM Branch,
              with the creditors subdivided into classes according to the priority their claims would have under Insolvency Proceedings; and
              (f) an estimate of the amount each class of creditors and Shareholders might be expected to receive if—
              (i) in the case of an In-Scope Entity that is not an ADGM Branch, the In-Scope Entity were to be Wound Up under Insolvency Proceedings; and
              (ii) in the case of an ADGM Branch, the Non-ADGM Institution went into NonADGM Insolvency Proceedings.

            • 36. Provisional Valuation

              (1) Subject to section 39, where the Regulator considers that the urgency of the case makes it appropriate for Resolution Action to be taken in respect of an In-Scope Entity before a PreResolution Valuation can be carried out by an independent valuer appointed under section 35(2), the Regulator may cause a Provisional Valuation to be carried out of—
              (a) in the case of an In-Scope Entity that is not an ADGM Branch, the assets and liabilities of the In-Scope Entity; and
              (b) in the case of an ADGM Branch, the Business of the ADGM Branch.
              (2) Where a Provisional Valuation is carried out—
              (a) section 35(2) shall not be applicable to the Provisional Valuation;
              (b) the Regulator shall comply with section 35(4) and (5) so far as it is reasonable to do so in the circumstances;
              (c) the Provisional Valuation must make provision in respect of additional losses by the In-Scope Entity that are reasonably foreseeable; and
              (d) the Provisional Valuation shall be a valid basis on which a decision to exercise a Resolution Power may be taken.
              (3) For the purposes of carrying out a Provisional Valuation, the Regulator may rely on accounts drawn up by the In-Scope Entity.

            • 37. Definitive Valuation

              (1) Subject to section 39, where the Regulator has caused a Provisional Valuation to be carried out under section 36, the Regulator shall, in accordance with any eligibility criteria prescribed under section 40, appoint an independent valuer to carry out, as soon as practicable, a Definitive Valuation of—
              (a) in the case of an In-Scope Entity that is not an ADGM Branch, the assets and liabilities of the In-Scope Entity; and
              (b) in the case of an ADGM Branch, the Business of the ADGM Branch.
              (2) The purpose of the Definitive Valuation is to—
              (a) ensure that—
              (i) in the case of an In-Scope Entity that is not an ADGM Branch, the full extent of any losses on the assets of the In-Scope Entity is recognised in the accounting records of the In-Scope Entity;
              (ii) in the case of an ADGM Branch, the full extent of any losses on the property and rights of the Non-ADGM Institution which formed part of the Business of the ADGM Branch is recognised in the accounting records of the Non-ADGM Institution; and
              (b) inform a decision by the Regulator as to whether—
              (i) additional consideration should be paid by a purchaser for any property, rights, liabilities or Shares transferred under a Sale of Business Tool; or
              (ii) to increase or reinstate any liability which has been reduced or cancelled by a Resolution Order.
              (3) Where a Definitive Valuation is carried out, section 35(2) shall be applicable to the Definitive Valuation and the Regulator shall comply with section 35(4) and (5).
              (4) A Definitive Valuation may be carried out separately from the Difference of Treatment Valuation or simultaneously with, and by, the same independent valuer who carries out the Difference of Treatment Valuation, but the Definitive Valuation and the Difference of Treatment Valuation shall be distinct from each other.
              (5) A person who participates in any manner in a Provisional Valuation of an In-Scope Entity shall not, regardless of the capacity in which the person participated, by reason only of that participation be deemed to be ineligible for appointment as an independent valuer for the purpose of carrying out a Definitive Valuation of that In-Scope Entity.

            • 38. Consequences Of A Higher Valuation Being Produced By Definitive Valuation

              (1) Where a Definitive Valuation produces a higher valuation of the net asset value of an In-Scope Entity than the Provisional Valuation, the Regulator may—
              (a) instruct a purchaser to pay additional consideration for any rights, assets, liabilities or Shares transferred under the Sale of Business Tool; or
              (b) modify any liability of—
              (i) in the case of an In-Scope Entity that is not an ADGM Branch, the In-Scope Entity; and
              (ii) in the case of an ADGM Branch, the Non-ADGM Institution,
              which has been reduced, deferred or cancelled pursuant to the Write Down or Conversion Power or a Resolution Order so as to increase or reinstate that liability.
              (2) A power under subsection (1)—
              (a) shall not be exercised so as to increase the value of the liability beyond the value it would have had if the Resolution Order which reduced, cancelled or deferred it had not been made; and
              (b) shall be exercised by the issue by the Regulator of a Resolution Order (whether or not that instrument contains any other provisions authorised by this subsection or subsection (1)).

            • 39. Technical Standards

              (1) The Regulator may prescribe standards for the purpose of a Pre-Resolution Valuation or Definitive Valuation.
              (2) A Pre-Resolution Valuation or Definitive Valuation shall be carried out in accordance with any such technical standards set or adopted by the Regulator under subsection (1) and otherwise in accordance with applicable accountancy standards.

            • 40. Eligibility Criteria For Independent Valuer

              The Regulator may prescribe the eligibility criteria for the appointment of a person as an independent valuer for the purposes of section 35, 37 or 68.

            • 41. Ancillary Powers Of An Independent Valuer

              (1) Subject to the Resolution Safeguards, an independent valuer may do anything necessary or desirable for the purposes of, or in connection with, the performance of the independent valuer's functions under these Regulations.
              (2) The independent valuer shall have, without limitation, the power to—
              (a) require any member of Management of an In-Scope Entity to attend an interview at a specified time and place and answer questions;
              (b) require an In-Scope Entity to produce at a specified time and place any specified Documents or Documents of a specified description;
              (c) require an In-Scope Entity to provide such information as the independent valuer may require;
              (d) require an In-Scope Entity to provide such assistance as the independent valuer may require; or
              (e) enter the business premises of an In-Scope Entity during normal business hours for the purpose of inspecting and copying Documents on such premises.
              (3) The Regulator may confer on an independent valuer such ancillary powers as the Regulator thinks necessary for the purposes of, or in connection with, the exercise of the independent valuer's functions under these Regulations, or the exercise or performance of any power or duty conferred or imposed on the independent valuer under these Regulations.

        • PART 6 PART 6 Resolution Tools And Resolution Safeguards

          • Chapter 1 Chapter 1 Sale Of Business Tool

            • 42. Application Of The Sale Of Business Tool

              (1) The Regulator may apply the Sale of Business Tool to an Institution that meets the Resolution Conditions by effecting a sale of all or part of the business of the Institution in Resolution to one or more purchasers by making—
              (a) one or more property transfer instruments for the transfer of all or any rights, assets or liabilities of the Institution; and
              (b) in the case of an Institution that is not an ADGM Branch, one or more Share transfer instruments for the transfer of all or part of the Shares of the Institution.
              (2) Subject to the Resolution Safeguards, the Regulator may apply the Sale of Business Tool to an Institution without—
              (a) the consent of the Shareholders of the Institution or any third party other than the purchaser; and
              (b) complying with any procedural requirements under the Companies Regulations 2015 or the constitutional documents of the Institution other than those procedural requirements specified in these Regulations or subordinate legislation.
              (3) The Regulator shall ensure that a transfer made by applying the Sale of Business Tool under this section is made on commercial terms having regard to the circumstances.
              (4) The Regulator shall take reasonable measures to specify, on the basis of a Pre-Resolution Valuation, commercial terms for the transfer made under the Sale of Business Tool under this section.
              (5) Subject to the section 31, the net proceeds of consideration paid by the purchaser on the transfer made under the Sale of Business Tool under this section shall be applied for the benefit of—
              (a) the owners of the Shares, where the Sale of Business Tool has been effected by transferring Shares issued by the Institution in Resolution from the holders of those Shares or instruments to the purchaser subject to first reimbursing any creditor of the Residual Institution ranking higher in the hierarchy which has been written down or bailed-in, where and to the extent reasonably practicable; and
              (b) the Institution in Resolution, where the Sale of Business Tool has been effected by transferring some or all of—
              (i) in the case of an Institution that is not an ADGM Branch, the assets or liabilities of the Institution to the purchaser; and
              (ii) in the case of an ADGM Branch, the Business of the ADGM Branch.
              (6) When applying the Sale of Business Tool to an Institution, the Regulator may exercise the Transfer Power more than once in order to make supplemental transfers of—
              (a) in the case of an Institution that is not an ADGM Branch, any rights, assets or liabilities of or Shares issued by the Institution; and
              (b) in the case of an ADGM Branch, the Business of the ADGM Branch.
              (7) A transfer made under the Sale of Business Tool shall be subject to the Resolution Safeguards.
              (8) The Regulator shall immediately notify any other competent authority of its non-compliance with any procedural requirements under subsection (2)(b).

            • 43. Power To Transfer Rights, Assets, Liabilities Or Shares Transferred To The Purchaser Back To The Institution In Resolution Or To Original Owners

              Subject to the Resolution Safeguards, after the application of the Sale of Business Tool, the Regulator may, with the consent of the purchaser, transfer—
              (a) the rights, assets, or liabilities transferred to the purchaser back to the Institution in Resolution; or
              (b) the Shares back to their original owners,
              and the Institution in Resolution or the original owners shall be obliged to take back any such rights, assets, liabilities or Shares.

            • 44. Rights Of The Institution In Resolution Under The Sale Of Business Tool

              In the case of an Institution that is not an ADGM Branch, where a transfer under the Sale of Business Tool is effected by way of a transfer of Shares of the Institution in Resolution, the Institution in Resolution may exercise any rights following the transfer that it was entitled to exercise prior to the transfer.

            • 45. Rights Of The Purchaser Under The Sale Of Business Tool

              (1) Where a transfer under the Sale of Business Tool results in the purchaser's acquisition of activities or services that require authorisation, the purchaser may continue to operate such business without complying with the requirements for authorisation, registration or obtaining a licence under the Financial Services and Markets Regulations 2015, Data Protection Regulations 2015 or Commercial Licensing Regulations 2015 to undertake such business for a period not exceeding six months, within which period an application for authorisation, registration or licence under the Financial Services and Markets Regulations 2015, Data Protection Regulations 2015 or Commercial Licensing Regulations 2015 shall be made.
              (2) Where a transfer under the Sale of Business Tool has been effected by way of a transfer of rights, assets and liabilities, the purchaser shall be entitled to exercise any such rights following the transfer that the Institution in Resolution (or, in the case of an ADGM Branch, the Non-ADGM Institution, as appropriate) was entitled to exercise prior to the transfer and shall be subject to all such liabilities, including membership rights and access to payment and securities settlement systems, Central Securities Depositories, clearing houses, Recognised Clearing Houses, exchanges, Recognised Investment Exchanges, investor compensation schemes and deposit guarantee schemes and rights and liabilities between such entities and the purchaser, provided that the purchaser meets the criteria for such membership or participation in such systems.
              (3) Where a transfer under the Sale of Business Tool has been effected by way of a transfer of rights, assets and liabilities, the purchaser shall be entitled to rely on any anti-money laundering assessments already undertaken by the Institution in Resolution (or, in the case of an ADGM Branch, the Non-ADGM Institution, as appropriate) unless directed otherwise by the Regulator.
              (4) Where a purchaser does not meet the membership or participation criteria for a relevant payment and securities settlement system, clearing house, exchange, investor compensation scheme or deposit guarantee scheme, the rights referred to in subsection (2) shall be exercised for such period as may be specified by the Regulator, not exceeding 24 months, subject to renewal on application by the purchaser to the Regulator.
              (5) Without prejudice to the Resolution Safeguards, Shareholders and creditors of an Institution in Resolution and other third parties whose rights, assets and liabilities are not transferred under the Sale of Business Tool shall not have any rights over or in relation to the rights, assets or liabilities transferred.

            • 46. Marketing Of Rights, Assets, Liabilities Or Shares

              (1) Subject to the exceptions in subsection (4) and section 47, when applying the Sale of Business Tool to an Institution—
              (a) the Regulator shall market or make arrangements for the marketing of the rights, assets, liabilities or Shares that the Regulator intends to transfer; and
              (b) pools of rights, assets, liabilities or Shares may be marketed separately under subsection (a).
              (2) Marketing under subsection (1) shall be carried out in accordance with the following principles—
              (a) it shall involve good faith efforts not to materially misrepresent the rights, assets, liabilities, or Shares that the Regulator intends to transfer, having regard to the circumstances and in particular the need to maintain financial stability;
              (b) it shall not unduly favour or discriminate between identified potential purchasers;
              (c) it shall be free from conflicts of interest;
              (d) it shall not confer any unfair advantage on a potential purchaser;
              (e) it shall take account of the need to effect a rapid Resolution Action; and
              (f) it shall aim at maximising, as far as possible, the sale price for the rights, assets, liabilities or Shares involved.
              (3) Subject to subsection (2)(b), the principles in subsection (2) shall not prevent the Regulator from soliciting particular potential purchasers.
              (4) The Regulator may apply the Sale of Business Tool to an Institution without complying with the requirement to market under subsection (1)(a) if the Regulator determines that compliance with such requirements would be likely to undermine one or more of the Resolution Objectives and, in particular, if the Regulator considers that compliance with the requirements would be likely to undermine the effectiveness of the Sale of Business Tool in addressing the failure or likely failure identified under section 23 or achieving the Resolution Objectives.

            • 47. Delay Of Disclosure Of Information To The Public On Application Of The Sale Of Business Tool

              On application of the Sale of Business Tool to an Institution—
              (a) disclosure of information to the public which would as a matter of law be required in relation to the sale may be delayed for the time necessary to plan and structure the Resolution of the Institution; and
              (b) disclosure to the public of the marketing which would as a matter of law be required may be delayed where all of the following conditions are met—
              (i) immediate disclosure is likely to prejudice the legitimate interests of the Institution in Resolution;
              (ii) delay of disclosure is in the public interest; and
              (iii) the disclosure of the marketing information entails a risk of undermining the financial stability of—
              (A) the Institution in Resolution;
              (B) in the case of an ADGM Branch, the Non-ADGM Institution; and
              (C) the financial system in the ADGM.

            • 48. Residual Institution To Be Wound Up

              If the Sale of Business Tool has been used to transfer systemically important services or the viable business of an Institution, to a private sector purchaser, the Residual Institution shall be Wound Up under Insolvency Proceedings, within an appropriate timeframe, having regard to any need for the Residual Institution to provide services or support to enable the purchaser to carry on the activities or services acquired by the virtue of that transfer.

          • Chapter 2 Chapter 2 Bail-in-tool

            • 49. Application Of Bail-in Tool

              (1) The Regulator may apply the Bail-in Tool only in relation to an Institution that is not an ADGM Branch. The Bail-in Tool may be exercised only to meet the Resolution Objectives, in accordance with the General Resolution Principles, for any of the following purposes—
              (a) to recapitalise an Institution that meets the Resolution Conditions to the extent sufficient to restore the Institution's ability to comply with the Threshold Conditions or Recognition Requirements as applicable and continue to carry out the activities for which the Institution is authorised, or recognised under the Financial Services and Markets Regulations 2015, and to sustain sufficient market confidence in the Institution; or
              (b) to convert to Shares or reduce the principal amount of claims or Debt Instruments that are transferred under the Sale of Business Tool.
              (2) The Regulator may under subsection (1) make one or more Resolution Ordersin order to apply the Bail-in Tool to an Institution that is not an ADGM Branch.
              (3) The Regulator may apply the Bail-in Tool for the purposes referred to in subsection (1)(a) only if there is a reasonable prospect that the application of the Bail-in Tool together with other relevant measures will, in addition to achieving the relevant Resolution Objectives, restore the Institution to financial soundness and long-term viability.
              (4) Where there is no such reasonable prospect as referred to in to subsection (3), the Regulator may apply the Bail-in Tool for the purposes referred to in subsection (1)(b) together with Sale of Business Tool.
              (5) The Regulator may apply the Bail-in Tool under subsection (1) while respecting, in each case, the legal form of the Institution or while changing its legal form if the Regulator is of the view that changing the legal form is necessary to achieve the Resolution Objectives.
              (6) The Bail-in Tool may be applied in respect of any liability of an Institution, provided that the liability is not excluded from the scope of the Bail-in Tool under subsection (1), (7) or (8).
              (7) The Regulator shall not exercise the Write Down or Conversion Power in relation to the following liabilities whether they are governed by the laws of the ADGM or by the law of another jurisdiction—
              (a) secured liabilities (including, but not limited to, Covered Bonds, liabilities in the form of financial instruments used for hedging purposes which form an integral part of the cover pool and which according to the ADGM law are secured in a way similar to Covered Bonds and financial collateral arrangements and liabilities under Derivative Contracts, to the extent the liabilities thereunder are secured), but this exclusion shall not prevent any liability in respect of net sum following close out of a Derivative Contract, to the extent it is an unsecured liability;
              (b) any liability that arises by virtue of the holding of Client Assets by the Institution that is not an ADGM Branch;
              (c) any liability that arises by virtue of a fiduciary relationship between the Institution (as fiduciary) and another person (as beneficiary) provided that such beneficiary's interests are protected under ADGM Insolvency Regulations or civil law;
              (d) liabilities to Institutions excluding entities that are part of the same Group, with an original maturity of less than seven days;
              (e) liabilities owed to payment and securities settlement systems. Central Securities Depositories, clearing houses, Recognised Clearing Houses or their operators or their participants and arising from the participation in any such system; or
              (f) a liability to any one of the following—
              (i) an employee, in relation to accrued salary, pension benefits or other fixed remuneration, except for the variable component of remuneration that is not regulated by a collective bargaining agreement;
              (ii) a commercial or trade creditor arising from the provision to the Institution in Resolution of goods and services that are critical to the daily functioning of its operations, including information technology services, utilities and rental, servicing and upkeep of premises; or
              (iii) any tax and social security authority or scheme in the UAE.
              (8) In exceptional circumstances, where the Bail-in Tool is applied, the Regulator may exclude or partially exclude certain liabilities from the application of the Write Down or Conversion Power where—
              (a) it is not possible to bail-in that liability within a reasonable time despite the reasonable efforts of the Regulator;
              (b) the exclusion is strictly necessary and is proportionate to achieve the continuity of Critical Functions and Core Business Lines in a manner that maintains the ability of the Institution in Resolution to continue key operations, services and transactions;
              (c) the exclusion is strictly necessary and proportionate to avoid giving rise to widespread contagion, in particular as regards Deposits and Eligible Deposits which would severely disrupt the functioning of financial markets, including financial market infrastructures, in a manner that could cause broader financial instability; or
              (d) the application of the Bail-in Tool to those liabilities would cause a destruction of value such that the losses borne by other creditors would be higher than if those liabilities were excluded from bail-in.
              (9) Where the Regulator decides to exclude or partially exclude an Eligible Liability or class of Eligible Liabilities under subsection (8), the level of write down or conversion applied to other Eligible Liabilities may be increased to take account of such exclusions, provided that the level of write down or conversion applied to other Eligible Liabilities complies with the General Resolution Principles specified in section 25(g).
              (10) In exercising its discretion under subsection (8), the Regulator shall give due consideration to—
              (a) the need not to apply any bail-in to a netting set prior to such netting being completed;
              (b) the need to avoid disruption to payment and securities settlement systems, Central Securities Depositories, clearing houses and Recognised Clearing Houses;
              (c) the principle that losses shall be borne first by Shareholders and subsequently by creditors of the Institution in Resolution in order of preference in light of section 25(g);
              (d) the level of loss absorbing capacity that would remain in the Institution in Resolution if the liability or class of liabilities were excluded; and
              (e) the need to maintain adequate resources for Resolution financing.

            • 50. Assessment Of Amount Of bail-in

              (1) In applying the Bail-in Tool under section 49, the Regulator shall assess for the purposes of subsection (2), on the basis of the Pre-Resolution Valuation, the aggregate of—
              (a) where applicable, the amount by which Eligible Liabilities must be written down in order to ensure that the net asset value of the Institution in Resolution is equal to zero; and
              (b) where applicable, the amount by which Eligible Liabilities must be converted into Shares or other types of capital instruments in order to restore the Common Equity Tier 1 Capital ratio of the Institution in Resolution.
              (2) The assessment referred to in subsection (1) shall establish the amount by which Eligible Liabilities need to be written down and converted in order—
              (a) to restore the Common Equity Tier 1 Capital ratio of the Institution in Resolution;
              (b) to sustain sufficient market confidence in the Institution in Resolution; and
              (c) to enable the Institution to continue, for at least one year, to satisfy the Threshold Conditions or Recognition Requirements and to carry on the activities or services acquired by the virtue of that transfer under the Financial Services and Markets Regulations 2015.
              (3) Where capital has been written down in accordance with the Write Down or Conversion Power under section 64, the Bail-in Tool has been applied, and the level of write down based on the Pre-Resolution Valuation is found to exceed requirements when assessed against the Definitive Valuation, a write up mechanism shall be applied to reimburse creditors and then Shareholders to the extent necessary.

            • 51. Treatment Of Shareholders In bail-in Or Write Down Or Conversion

              (1) When applying the Bail-in Tool or the Write Down or Conversion Power, the Regulator shall take, in respect of Shareholders of the Institution in Resolution, one or both of the following actions—
              (a) cancel existing Shares or transfer them to bailed-in creditors; and
              (b) provided that, in accordance with the Pre-Resolution Valuation (or Provisional Valuation, if applicable), the Institution in Resolution has a positive net value, dilute existing Shareholders as a result of the conversion into Shares of—
              (i) Non-CET1 Capital Instruments issued by the Institution pursuant to the Write Down and Conversion Power; or
              (ii) Eligible Liabilities issued by the Institution in Resolution pursuant to the Write Down and Conversion Power under section 66.
              (2) The Regulator shall take the actions referred to in subsection (1) in respect of Shareholders where the Shares were issued or conferred in the following circumstances—
              (a) pursuant to the conversion of Debt Instruments to Shares in accordance with the contractual terms of the original Debt Instruments, on the occurrence of an event that preceded or occurred at the same time as the assessment by the Regulator that the Institution that is not an ADGM Branch met the Resolution Conditions; or
              (b) pursuant to the conversion of Non-CET1 Capital Instruments to Common Equity Tier 1 Capital instruments, under the Write Down or Conversion Power under section 64.
              (3) In considering which action to take in accordance with subsection (1), the Regulatorshall have regard to—
              (a) the Pre-Resolution Valuation (or Provisional Valuation, if applicable);
              (b) the amount by which the Regulator has assessed that Common Equity Tier 1 Capital items must be reduced and Non-CET1 Capital Instruments must be written down or converted pursuant to the Write Down or Conversion Power under section 64; and
              (c) the aggregate amount assessed by the Regulator under section 50(1).

            • 52. Sequence Of Write Down Or Conversion

              (1) Subject to any exclusions set out in section 49(7) and (8), in exercising the Write Down or Conversion Power when applying the Bail-in Tool, the Regulator shall meet the following requirements—
              (a) the Regulator shall reduce the Common Equity Tier 1 Capital items in accordance with section 65(1);
              (b) if the total reduction under subsection (a) is less than the sum of the amounts referred to in section 51(3)(b) and (c), the Regulator shall reduce the principal amount of Additional Tier 1 Capital instruments to the extent required and to the extent of their capacity;
              (c) if the total reduction pursuant to subsections (a) and (b) is less than the sum of the amounts referred to in section 51(3)(b) and (c), the Regulator shall reduce the principal amount of Tier 2 Capital instruments to the extent required and to the extent of their capacity;
              (d) if the total reduction of Tier 1 and Tier 2 Capital instruments pursuant to subsections (a), (b) and (c) is less than the sum of the amounts referred to in section 51(3)(b) and (c), the Regulatorshall reduce to the extent required the principal amount of subordinated debt that is neither Additional Tier 1 nor Tier 2 Capital in accordance with the hierarchy of claims that would apply to the Institution under Insolvency Proceedings, in conjunction with the write down pursuant to subsections (a), (b) and (c) to produce the sum of the amounts referred to in section 51(3)(b) and (c); and
              (e) if the total reduction of Tier 1 and Tier 2 Capital instruments and Eligible Liabilities pursuant to subsections (a) to (d) is less than the sum of the amounts referred in section 51(3)(b) and (c), the Regulatorshall reduce to the extent required the principal amount of, or outstanding amount payable in respect of, the rest of Eligible Liabilities in accordance with the hierarchy of claims that would apply to the Institution under Insolvency Proceedings, including the ranking of Deposits provided for in section 29, pursuant to the Bail-in Tool, in conjunction with the write down pursuant to subsections (a) to (d) to produce the sum of the amounts referred to in section 51(3)(b) and (c).
              (2) When applying the Write Down or Conversion Power, the Regulator shall allocate the losses represented by the sum of the amounts referred to in section 51(3)(b) and (c) equally between Shares and Eligible Liabilities of the same rank by reducing the principal amount of, or outstanding amount payable in respect of, those Shares and Eligible Liabilities to the same extent pro rata to their value, except where a different allocation of losses amongst liabilities of the same rank is allowed in the circumstances specified in section 49(8).
              (3) Before applying the Write Down or Conversion Power, the Regulator shall convert or reduce the principal amount of instruments referred to in subsections (1)(b), (c) and (d) when those instruments contain the following terms and have not been fully converted—
              (a) terms that provide for the principal amount of the instrument to be reduced on the occurrence of any event that refers to the financial situation, viability, solvency or levels of Capital Resources of the Institution; or
              (b) terms that provide for the conversion of the instrument to Shares on the occurrence of any such event.
              (4) Where the principal amount of an instrument has been reduced, but not reduced to zero, in accordance with terms referred to in subsection (3)(a) before the application of the bail-in pursuant to subsection (1), the Regulator shall apply the Write Down or Conversion Power to the residual amount of that principal amount in accordance with subsection (1).
              (5) In deciding on whether liabilities are to be written down or converted into Shares, the Regulator shall not convert one class of liabilities while a class of liabilities that is subordinated to that class remains substantially unconverted into Shares or not written down, unless otherwise permitted under subsections 49(7) and (8).

            • 53. Derivatives

              (1) The Regulator shall be entitled to exercise the Write Down or Conversion Power in relation to a liability arising from a Derivative Contract only when, upon or after closing-out that Derivative Contract, there is a net liability which is an Eligible Liability.
              (2) The Regulator may terminate and close out any Derivative Contract upon an Institution's entry into Resolution for the purpose of realising an Eligible Liability that is to be subject to the Write Down or Conversion Power under subsection (1).
              (3) Where an Eligible Liability under a Derivative Contract has been excluded from the application of the Bail-in Tool pursuant to section 49(8), the Regulator shall not be under any obligation to terminate or close out the Derivative Contract.
              (4) Where a Derivative Contract is subject to a netting agreement, the value of the Eligible Liability for the purposes of the Pre-Resolution Valuation (or Provisional Valuation, if applicable) shall be determined on a net basis in accordance with the terms of the agreement.
              (5) The Regulatorshall determine the value of Eligible Liabilities arising from Derivative Contracts in accordance with the following—
              (a) appropriate methodologies for determining the value of classes of Derivative Contracts, including Derivative Contracts that are subject to netting agreements;
              (b) principles for establishing the relevant point in time at which the value of a derivative position shall be established; and
              (c) appropriate methodologies for comparing the destruction of value that would arise from the close out and bail-in of Derivative Contracts with the amount of losses that would be borne by Derivative Contracts in a bail-in.

            • 54. Rate Of Conversion Of Debt To Equity

              (1) When the Write Down or Conversion Power is exercised, the Regulator may apply a different Conversion Rate to different classes of Tier 1 and Tier 2 Capital instruments and Eligible Liabilities in accordance with one or both of the following principles—
              (a) the Conversion Rate shall represent appropriate compensation to the Affected Creditor for any loss incurred by virtue of the exercise of the Write Down or Conversion Power; and
              (b) when different Conversion Rates are applied, the Conversion Rate applicable to liabilities that are considered to be senior under the ADGM Insolvency Regulations shall be higher than the Conversion Rate applicable to subordinated liabilities.

            • 55. Business Reorganisation Plan

              (1) Where the Bail-in Tool has been used to recapitalise an Institution, the Regulator shall ensure that a Business Reorganisation Plan for the Institution is drawn up and implemented in accordance with this section.
              (2) The implementation of a Business Reorganisation Plan may include the appointment by the Regulator of persons (pursuant to its general power to exercise control over an Institution in Resolution under section 58(1)(b)) for the purpose of drawing up and implementing the Business Reorganisation Plan.
              (3) Within one month after the application of the Bail-in Tool to an Institution, the Management of the Institution shall draw up and submit to the Regulator a Business Reorganisation Plan that satisfies the requirements in subsection (6).
              (4) Where the Bail-in Tool is applied to two or more Group Entities, including where a Foreign Resolution Order has been made, a Group level Business Reorganisation Plan may be accepted by the Regulator for the purpose of this section.
              (5) In exceptional circumstances, and if it is necessary for achieving the Resolution Objectives, the Regulator may extend the period in subsection (3) up to a maximum of two months from the date of the application of the Bail-in Tool.
              (6) A Business Reorganisation Plan shall contain at least the following—
              (a) a detailed diagnosis of the factors and problems that caused the Institution to fail or to be likely to fail and the circumstances that led to its difficulties;
              (b) a description of the measures aiming to restore the long-term viability of the Institution or parts of its business that are to be adopted, on the basis of realistic assumptions as to the economic and financial market conditions under which the Institution will operate; and
              (c) a timescale for the implementation of those measures.
              (7) Measures aiming to restore the long-term viability of the Institution under subsection (6) may include—
              (a) the reorganisation of the activities of the Institution;
              (b) changes to the operational systems and infrastructure within the Institution;
              (c) the withdrawal from loss-making activities;
              (d) the restructuring of existing activities that can be made competitive; and
              (e) the sale of assets or business lines.
              (8) The Business Reorganisation Plan shall take account of, amongst other items, the current state and future prospects of the financial markets, reflecting best-case and worst-case assumptions, including a combination of events allowing the identification of the Institution's main vulnerabilities. Assumptions shall be compared with appropriate sector-wide benchmarks.
              (9) Within one month of the submission of the Business Reorganisation Plan, the Regulator shall assess the likelihood that the Business Reorganisation Plan, if implemented, would be likely to restore the long-term viability of the Institution.
              (10) Pursuant to an assessment under subsection (8), if the Regulator is satisfied that the Business Reorganisation Plan would be likely to restore the long-term viability of the Institution, the Regulator shall approve the plan.
              (11) Pursuant to an assessment, if the Regulator is not satisfied that the Business Reorganisation Plan would be likely to restore the long term viability of the Institution, the Regulator shall notify the Management of the Institution or persons appointed under subsection (2) of its concerns and require the amendment of the Business Reorganisation Plan in a way that will address those concerns.
              (12) Within two weeks of receiving a notification by the Regulator under subsection (11), the Management of the Institution or persons appointed under subsection (2) shall submit an amended Business Reorganisation Plan to the Regulator for approval.
              (13) The Regulator shall assess the amended Business Reorganisation Plan submitted under subsection (12) and shall notify the Management of the Institution or persons appointed under subsection (2) within one week as to whether the Regulator is satisfied that the amended Business Reorganisation Plan addresses the concerns notified or whether further amendment is required.
              (14) The Management of the Institution or persons appointed under subsection (2) shall implement the Business Reorganisation Plan as approved by the Regulator, and shall submit a report to the Regulator at least every six months on the progress of the implementation of the Business Reorganisation Plan until such time as the Regulator may determine.
              (15) A Business Reorganisation Plan may be further amended following its initial implementation if the Regulator is of the view that changes to the plan are required to achieve the long-term viability of the Institution.

            • 56. Ancillary Provisions Relating To Bail-in

              (1) Where the Regulator exercises the Write Down or Conversion Power, such write down or conversion shall take effect and be immediately binding on the Institution in Resolution and Affected Creditors and Shareholders of the Institution in Resolution.
              (2) The Regulator may complete or cause the completion of all administrative and procedural tasks necessary to give effect to the Write Down or Conversion Power including—
              (a) the amendment of all relevant registers;
              (b) the delisting or removal from trading of Shares or Debt Instruments;
              (c) the listing or admission to trading of new Shares; and
              (d) the relisting or readmission of any Debt Instruments which have been written down, without the requirement for a Prospectus if a Prospectus would in normal circumstances be required.
              (3) Where the Regulator reduces to zero the principal amount of, or outstanding amount payable in respect of, a liability by means of the Write Down or Conversion Power, that liability and any obligations, rights or claims arising in relation to it that are not accrued at the time when the power is exercised shall be discharged for all purposes, and shall not be provable in any subsequent proceedings in relation to the Institution in Resolution or any successor entity in any subsequent Winding Up.
              (4) Where the Regulator reduces in part, but not in full, the principal amount of, or outstanding amount payable in respect of, a liability by means of the Write Down or Conversion Power—
              (a) such liability, and the counterparty's corresponding claim, shall be discharged to the extent of the amount reduced; and
              (b) the relevant instrument or agreement that created the original liability shall continue to apply in relation to the residual principal amount of, or outstanding amount payable in respect of the liability, subject to any modification of the amount of interest payable to reflect the reduction of the principal amount, and any further modification of the terms that the Regulator might make by means of the Write Down or Conversion Power or the power under section 58(1)(p).
              (5) Procedural impediments to the conversion of Eligible Liabilities to Shares by virtue of their instruments of incorporation or of any other law of the ADGM, including pre-emption rights for Shareholders or requirements for the consent of Shareholders to an increase in capital, shall not prevent the application of a Resolution Tool or exercise of a Resolution Power.

            • 57. Contractual Recognition Of Bail-in

              (1) Subject to subsection (2), the Regulator may require an Institution to include in its contractual documents a contractual term by which the creditor or party to an agreement creating an Eligible Liability recognises that that liability may be subject to the Write Down or Conversion Power and agrees to be bound by any reduction of the principal or outstanding amount due, conversion or cancellation that is effected by the exercise of that power by the Regulator, provided that such liability is—
              (a) not excluded under section 49(7);
              (b) governed by the law of another jurisdiction; and
              (c) issued or entered into after the date on which these Regulations comes into force.
              (2) Subsection (1)(a) shall not apply where the Regulator determines that the liability referred to in subsection (1) can be subject to Write Down or Conversion Powers by the resolution authority of another jurisdiction or pursuant to a binding agreement concluded with that other jurisdiction.
              (3) A failure to include the terms as are referred to under subsection (1) shall not prevent the Regulator from exercising the Write Down or Conversion Power in relation to that liability.

          • Chapter 3 Chapter 3 Resolution Powers

            • 58. General Resolution Powers

              (1) The Regulator shall have all the powers necessary to apply the Resolution Tools to an Institution which meets the Resolution Conditions and, in particular, shall have the following general Resolution Powers which may be exercised individually or in any combination for the purpose of enabling the Regulator to achieve the Resolution Objectives—
              (a) the power to require any person to provide any information required for the Regulator to decide upon and prepare a Resolution Action, including updates and supplements of information provided in the Resolution Plan and including requiring information to be provided through on-site inspections;
              (b) the power to take control of an Institution in Resolution and exercise all the rights and powers conferred upon the Shareholders, other owners and Management of the Institution in Resolution, including control over the Institution in Resolution so as to—
              (i) operate and conduct the activities and services of the Institution in Resolution with all the powers of its Shareholders and Management; and
              (ii) manage and dispose of the assets and property of the Institution in Resolution,
              whether directly by the Regulator or indirectly by a person or persons appointed by the Regulator;
              (c) the power to take Resolution Action without taking control over the Institution in Resolution, if preferred, having regard to the Resolution Objectives and the General Resolution Principles and the specific circumstances of the Institution in Resolution;
              (d) the power to transfer to another entity, with the consent of that entity, Shares issued by an Institution in Resolution;
              (e) the power to transfer to another entity, with the consent of that entity, rights, assets or liabilities of an Institution in Resolution;
              (f) the Write Down or Conversion Power;
              (g) the power to amend or alter the maturity of Debt Instruments and other Eligible Liabilities issued by an Institution in Resolution or amend the amount of interest payable under such Debt Instruments and other Eligible Liabilities, or the date on which the interest becomes payable, including by suspending payment for a temporary period;
              (h) the power to close out and terminate Financial Contracts or Derivative Contracts for the purposes of applying section 53(4);
              (i) the power to remove or replace the Management of an Institution in Resolution;
              (j) the power to require the Regulator to assess the buyer of a qualifying holding in a timely manner by way of derogation from any applicable time limits;
              (k) subject to section 73, the power to provide for a transfer to take effect free from any liability or encumbrance affecting the financial instruments, rights, assets or liabilities transferred (and for these purposes any right of compensation in accordance with the Resolution Safeguards shall not be considered to be a liability or encumbrance);
              (l) the power to remove rights to acquire further Shares;
              (m) the power to request that a relevant authority discontinue or suspend the admission to trading on a Recognised Investment Exchange or non-ADGM exchange of financial instruments relating to an Institution in Resolution;
              (n) the power to provide for the Recipient under the Sale of Business Tool to be treated as if it were the Institution in Resolution for the purposes of any rights or obligations of, or actions taken by, the Institution in Resolution, including, subject to the provisions relating to the application of the Sale of Business Tool, any rights or obligations relating to participation in market infrastructure;
              (o) the power to require the Institution in Resolution or the Recipient to provide the other with information and assistance;
              (p) the power to cancel or modify the terms of a contract to which the Institution in Resolution is a party or substitute a Recipient as a party;
              (q) the power to provide for continuity arrangements necessary to ensure that the Resolution Action is effective and that, where relevant, the business transferred may be operated by the Recipient, including, in particular—
              (i) the continuity of contracts entered into by the Institution in Resolution so that the Recipient assumes the rights, assets and liabilities of the Institution in Resolution relating to any financial instrument, right, asset or liability that has been transferred and is substituted for the Institution in Resolution, expressly or implicitly in all relevant contractual documents; and
              (ii) the substitution of the Recipient for the Institution in Resolution in any legal proceedings relating to any financial instrument, right, asset or liability that has been transferred.
              (2) The exercise of the powers set out in subsections (n) and (q)(ii)shall be without prejudice to—
              (a) the right of an employee of the Institution in Resolution to terminate a contract of employment; or
              (b) subject to subsection (1) and sections 61 and 63(1), any right of a party to a contract to exercise rights under the contract, including the right to terminate, where entitled to do so in accordance with the terms of the contract by virtue of an act or omission by the Institution in Resolution or circumstances occurring, including prior to the relevant transfer, or by or with respect to the Recipient after the relevant transfer.
              (3) Except as otherwise provided in these Regulations, the following requirements shall not apply to the application of a Resolution Tool or exercise of a Resolution Power—
              (a) subject to any requirements set out in these Regulations to seek judicial approval of the Court or approval of any other public authority in the ADGM, the requirement to obtain approval or consent from any person either public or private, including the Shareholders or creditors of the Institution in Resolution; and
              (b) prior to the application of a Resolution Tool and exercise of a Resolution Power, procedural requirements to notify any person including any requirement to publish any notice or Prospectus or to file or register any document with any other authority.
              (4) Except as otherwise provided in these Regulations, the Regulator may exercise the Resolution Powers irrespective of any restriction on, or requirement to obtain consent for, the transfer of the financial instruments, rights, assets or liabilities in question that might otherwise apply.

            • 59. Power To Require The Provision Of Services And Facilities

              (1) The Regulator shall have the power to require an Institution in Resolution, or any of its Group Entities, to provide any services or facilities (excluding any financial support) that are necessary to enable the Recipient to operate the transferred business effectively, including where the Institution under Resolution or relevant Group Entity has entered into Insolvency Proceedings.
              (2) The services and facilities provided under this section shall be on the following terms—
              (a) where the services and facilities were provided under an agreement to the Institution in Resolution immediately before the Resolution Action was taken and for the duration of that agreement, on the same terms; and
              (b) where there is no agreement for provision of the services and facilities or where the agreement has expired, on reasonable terms.

            • 60. Power To Suspend Certain Obligations

              (1) The Regulator shall have the power to suspend any payment or delivery obligations pursuant to any contract to which an Institution in Resolution is party from the time notice is given, under section 24(3), of that suspension (as an action the Regulator intends to take) until midnight in the ADGM at the end of the second business day following the giving of the notice, except that—
              (a) where a payment or delivery obligation would have been due during the suspension period the payment or delivery obligation shall be due immediately upon expiry of the suspension period; and
              (b) where a payment or delivery obligation has been suspended the payment and delivery obligations of the counterparty under the contract shall also be suspended for the same period.
              (2) Any suspension under this provision shall not apply to—
              (a) Deposits (including Eligible Deposits); or
              (b) payment and delivery obligations owed to payment and securities settlement systems, Central Securities Depositories, clearing houses, Recognised Clearing Houses or central banks.
              (3) When exercising this power, the Regulator shall have regard to the impact the exercise of the power might have on the orderly functioning of financial markets.

            • 61. Power To Restrict Enforcement Of Security Interests

              (1) The Regulator shall have the power to restrict secured creditors of an Institution in Resolution from enforcing security interests in relation to any assets of that Institution from the time notice is given, under section 24(3), of that restriction (as an action the Regulator intends to take) until midnight in the ADGM at the end of the second business day following that notice.
              (2) The Regulator shall not exercise the power under this section in relation to any security interest of payment and securities settlement systems, Central Securities Depositories, clearing houses, Recognised Clearing Houses or central banks over assets pledged or otherwise provided by way of margin or collateral by the Institution in Resolution.
              (3) Where section 75 applies, the Regulator shall ensure that any restrictions imposed under this section are consistent for all Group Entities in relation to which a Resolution Action is taken.
              (4) When exercising the power under this section, the Regulator shall have regard to the impact the exercise of that power might have on the orderly functioning of financial markets.

            • 62. Power To Temporarily Suspend Termination Rights

              (1) The Regulator shall have the power to suspend the termination rights of any party to a contract with an Institution in Resolution from the time notice is given, under section 24(3), until midnight in the ADGM at the end of the second business day following that notice, provided that the payment and delivery obligations and the provision of collateral continue to be performed by the Institution in Resolution.
              (2) Any suspension under subsection (1)shall not apply to payment and delivery obligations owed to payment and securities settlement systems, Central Securities Depositories, clearing houses, Recognised Clearing Houses or central banks.
              (3) A person may exercise a termination right under a contract before the end of the period referred to in subsection (1) if that person receives notice from the Regulator that the rights, assets or liabilities covered by the contract shall not be—
              (a) transferred to another entity; or
              (b) subject to write down or conversion on the application of the bail-in tool in accordance with section 49(1)(a).
              (4) Where a Regulator exercises the power specified in subsection (1) to suspend termination rights, and where no notice has been given pursuant to subsection (4), those rights may be exercised on the expiry of the period of suspension, subject to section 62, as follows—
              (a) if the rights, assets or liabilities covered by the contract have been transferred to another entity, a counterparty may exercise termination rights in accordance with the terms of that contract only on the occurrence of any continuing or subsequent enforcement event by the Recipient;
              (b) if the rights, assets or liabilities covered by the contract remain with the Institution in Resolution and the Regulator has not applied the bail-in tool in accordance with section 49(1)(a) to Eligible Liabilities under that contract, a counterparty may exercise termination rights in accordance with the terms of that contract on the expiry of a suspension under subsection (1).
              (5) When exercising a power under this section, the Regulator shall have regard to the impact that the exercise of the power might have on the orderly functioning of financial markets.

            • 63. Default Event Provisions

              (1) The following shall be disregarded in determining whether a Default Event Provision applies—
              (a) a Crisis Prevention Measure, Crisis Management Measure or Recognised Foreign Resolution Action taken in relation to an Institution in Resolution (or any member of the Institution's Group); and
              (b) the occurrence of any event directly linked to the application of such measure or action.
              (2) Subsection (1) applies where a contract or other agreement—
              (a) is entered into by an Institution or Foreign Institution;
              (b) is entered into by a Subsidiary of an Institution or Foreign Institution, whose obligations are guaranteed by another Group Entity in the Institution's Group or NonADGM Institution's Group; or
              (c) includes cross-default provisions, and is entered into by another Group Entity in the Institution's Group or Foreign Institution's Group,
              and the substantive obligations provided for in the contract or agreement (including payment and delivery obligations and provision of collateral) continue to be performed.
              (3) A Resolution Order or Share Transfer Order may make provision for subsection (4) or (5) to apply in circumstances where subsection (1) would not apply.
              (4) If this subsection applies, the Resolution Order or Share Transfer Order shall be disregarded in determining whether a Default Event Provision applies.
              (5) If this subsection applies, the Resolution Order or Share Transfer Order shall be disregarded in determining whether a Default Event Provision applies except so far as the Resolution Order or Share Transfer Order provides otherwise.
              (6) A reference in subsection (3), (4) or (5) to a Resolution Order or Share Transfer Order is a reference to—
              (a) the making of the Resolution Order or Share Transfer Order;
              (b) anything to be done by the Resolution Order or Share Transfer Order or is to be, or may be, done under the Resolution Order or Share Transfer Order; and
              (c) any action or decision taken or made under these Regulations in so far as it resulted in, or was connected to, the making of the Resolution Order or Share Transfer Order.
              (7) A provision in a Resolution Order or Share Transfer Order under subsection (6) may apply subsection (4) or (5)—
              (a) generally or only for specified purposes, cases or circumstances, or
              (b) differently for different purposes, cases or circumstances.
              (8) A thing is not done by virtue of a Resolution Order or a Share Transfer Order for the purposes of subsection (6)(b) merely by virtue of being done under a contract or other agreement rights or obligations which have been affected by the Resolution Order or Share Transfer Order.
              (9) This section shall not affect the right of a person to take an action where that right arises by virtue of an event other than the Crisis Prevention Measure, Crisis Management Measure or Recognised Foreign Resolution Action or the occurrence of any event directly linked to the application of such a measure.
              (10) A suspension, restriction or termination under sections 60(1), 61(1) or 62(1) shall not constitute non-performance of a contractual obligation for the purposes of this section.
              (11) In this section, "specified" in relation to a contract or agreement means specified in the contract or other agreement.

          • Chapter 4 Chapter 4 Write Down Or Conversion Power

            • 64. Write Down Or Conversion Power In Relation To Non-CET1 Capital Instruments

              (1) The Regulator shall have the power to write down or convert Non-CET1 Capital Instruments into Shares of Investment Firms, ADGM Parent Undertakings or ADGM Subsidiaries.
              (2) The Regulator may exercise the Write Down or Conversion Power under this section—
              (a) independently of a Resolution Action; or
              (b) in combination with a Resolution Action, where the Resolution Conditions are met,
              in either case, subject to subsection (3).
              (3) The Regulator may exercise the Write Down or Conversion Power under this section in relation to Non-CET1 Capital Instruments issued by an Investment Firm, the ADGM Parent Undertaking or ADGM Subsidiary when one or more of the following circumstances apply—
              (a) the determination has been made that the Resolution Conditions have been met, before any Resolution Action has been taken;
              (b) in the case of Non-CET1 Capital Instruments issued by an Investment Firm, the Regulator determines that unless the Write Down or Conversion Power is exercised in relation to Non-CET1 Capital Instruments, the Investment Firm will no longer be viable;
              (c) in the case of Non-CET1 Capital Instruments issued by an ADGM Parent Undertaking or ADGM Subsidiary of an Institution, and where those capital instruments are recognised for the purposes of meeting Capital Resources requirements on an individual and on a consolidated basis, the Regulator determines that unless the Write Down or Conversion Power is exercised the Group would no longer be viable; or
              (d) in the case of Non-CET1 Capital Instruments issued by an ADGM Parent Undertaking or ADGM Subsidiary of a Non-ADGM Financial Institution, and where those capital instruments are recognised for the purposes of meeting own funds or Capital Resource requirements on an individual and on a consolidated basis, the resolution authority of the Non-ADGM Financial Institution or, in the absence of a determination by the resolution authority of the Non-ADGM Financial Institution, the Regulator determines that unless the Write Down or Conversion Power is exercised in relation to those instruments, the Group would no longer be viable.
              (4) For the purposes of subsection (3), an Investment Firm is viable unless—
              (a) the Regulator is satisfied that the Investment Firm is failing or likely to fail (within the meaning of section 22); and
              (b) having regard to timing and other relevant circumstances, it is not reasonably likely that any action, apart from the write down or conversion of Non-CET1 Capital Instruments or the application of a Resolution Tool, will be taken by or in respect of the Investment Firm that will prevent the failure or likely failure of the Investment Firm.
              (5) For the purposes of subsection (3), a Group is not viable if—
              (a) the Group infringes or in the near future will infringe its consolidated prudential requirements in a way that would justify action by the Regulator; and
              (b) having regard to timing and other relevant circumstances, it is not reasonably likely that any action, apart from the write down or conversion of Non-CET1 Capital Instruments or the application of a Resolution Tool, will be taken by or in respect of the Investment Firm that will prevent the requirement being infringed.
              (6) The Regulator may only exercise the Write Down or Conversion Power under this section after the carrying out a Pre-Resolution Valuation (or a Provisional Valuation if applicable). This PreResolution Valuation (or a Provisional Valuation) shall form the basis of the calculation of the write down to be applied to the Non-CET1 Capital Instruments in order to absorb losses and the level of conversion to be applied to the Non-CET1 Capital Instruments in order to recapitalise the Investment Firm, ADGM Parent Undertaking or ADGM Subsidiary.
              (7) If a Recognised Clearing House issues an instrument which would be a Non-CET1 Capital Instrument had the Recognised Clearing House been an Investment Firm, this section and section 65 would apply equally to the Recognised Clearing House as it would to an Investment Firm.

            • 65. Provisions Governing The Write Down Or Conversion Of Non-CET1 Capital Instruments

              (1) In complying with the requirements under section 68, the Regulator shall exercise the Write Down or Conversion Power under section 64 in accordance with the priority of claims under Insolvency Proceedings, in a way that produces the following results—
              (a) Common Equity Tier 1 Capital items are reduced first in proportion to the losses and to the extent of their capacity and the Regulator takes one or both of the actions specified in section 51(1) in respect of the holders of Common Equity Tier 1 Capital instruments;
              (b) the principal amount of Additional Tier 1 Capital instruments is written down or converted into Common Equity Tier 1 Capital instruments or both, to the extent required to achieve the Resolution Objectives or to the extent of the capacity of the Non-CET1 Capital Instruments, whichever is lower; and
              (c) the principal amount of Tier 2 Capital instruments is written down or converted into Common Equity Tier 1 Capital instruments or both, to the extent required to achieve the Resolution Objectives or to the extent of the capacity of the Non-CET1 Capital Instruments, whichever is lower.
              (2) Where the principal amount of a Non-CET1 Capital Instrument is written down—
              (a) the reduction of that principal amount shall be permanent, subject to any write up in accordance with section 50(3);
              (b) no liability to the holder of the Non-CET1 Capital Instrument, or right on the part of such holder, shall remain under or in connection with that amount of the instrument which has been written down, except in respect of any liability already accrued, and any liability calculated following a Difference in Treatment calculation in accordance with section 69 (but this shall not prevent the provision of Common Equity Tier 1 Capital instruments to a holder of Non-CET1 Capital Instruments in accordance with subsection (3); and
              (c) no compensation is paid to any holder of the Non-CET1 Capital Instruments other than in accordance with subsection (3).
              (3) In order to effect a conversion of Non-CET1 Capital Instruments under subsection (1)(b), the Regulator may require Investment Firms to issue Common Equity Tier 1 Capital instruments to the holders of the Non-CET1 Capital Instruments. The Non-CET1 Capital Instruments may only be converted where the following conditions are met—
              (a) those Common Equity Tier 1 Capital instruments are issued by the Investment Firm, ADGM Parent Undertaking or ADGM Subsidiary or by a Parent Undertaking of the Investment Firm, ADGM Parent Undertaking or ADGM Subsidiary with the agreement of the Regulator or, where relevant, the resolution authority of the Parent Undertaking;
              (b) those Common Equity Tier 1 Capital instruments are issued prior to any issuance of Shares by that Investment Firm, ADGM Parent Undertaking or ADGM Subsidiary for the purposes of provision of Capital Resources by a public authority;
              (c) those Common Equity Tier 1 Capital instruments are awarded and transferred without delay following the exercise of the conversion power; and
              (d) the Conversion Rate that determines the number of Common Equity Tier 1 Capital instruments that are provided in respect of each Non-CET1 Capital Instrument complies with the principles set out in section 54.
              (4) For the purposes of the provision of Common Equity Tier 1 Capital instruments that are provided in accordance with subsection (3), the Regulator may require Investment Firms, ADGM Parent Undertakings or ADGM Subsidiaries to maintain at all times the necessary prior authorisation to issue the relevant number of Common Equity Tier 1 Capital instruments.
              (5) Where an Investment Firm, ADGM Parent Undertaking or ADGM Subsidiary meets the Resolution Conditions and the Regulator decides to apply a Resolution Tool to that Investment Firm, ADGM Parent Undertaking or ADGM Subsidiary, the Regulator shall comply with the requirement laid down in section 64(3) before applying the Resolution Tool.

            • 66. Write Down Or Conversion Power In Relation To Eligible Liabilities

              (1) The Regulator shall have the power to write down or convert Eligible Liabilities of an Institution in Resolution into Shares of the Institution, which includes the power to—
              (a) reduce (including to zero) the principal amount of, or outstanding amount due, in respect of Eligible Liabilities of an Institution in Resolution;
              (b) cancel the Debt Instruments issued by an Institution in Resolution except those which represent secured liabilities;
              (c) reduce, including reducing to zero, the nominal amount of Shares of an Institution in Resolution and to cancel such Shares; and
              (d) require an Institution in Resolution to issue new Shares or other capital instruments, including Additional Tier 1 Capital instruments.
              (2) The Regulator may only exercise the write down or conversion power under this section after the carrying out a Pre-Resolution Valuation (or a Provisional Valuation if applicable).

          • Chapter 5 Chapter 5 Resolution Safeguards

            • 67. Treatment Of Shareholders In The Case Of Partial Transfers And Application Of The Bail In Tool

              Where one or more of the Resolution Tools have been applied, the Regulator shall be guided by the following principles—
              (a) except where subsection (b) applies, where the Regulator transfers only part of the rights, assets and liabilities of the Institution in Resolution, the Shareholders and creditors whose claims have not been transferred should, to the extent reasonably practicable, receive in satisfaction of their claims at least as much as they would have received if the Institution in Resolution had been Wound Up under Insolvency Proceedings at the time (when the Regulator delivered notice in accordance with section 24(3)); and
              (b) where the Regulator applies the Bail-in Tool, the Shareholders and creditors whose claims have been written down or converted to Shares should, to the extent reasonably practicable, not incur greater losses than they would have incurred if the Institution in Resolution had been Wound Up under Insolvency Proceedings immediately at the time (when the Regulator delivered notice in accordance with section 24(3)).

            • 68. Difference Of Treatment Valuation

              (1) For the purpose of assessing whether Shareholders and creditors would have received better treatment if an Institution in Resolution had been Wound Up under Insolvency Proceedings, the Regulator shall, in accordance with any eligibility criteria prescribed under section 40, appoint an independent valuer to carry out a valuation as soon as practicable after the application of a Resolution Action.
              (2) A Difference of Treatment Valuation shall be distinct from any Pre-Resolution Valuation, Provisional Valuation or Definitive Valuation.
              (3) A Difference of Treatment Valuation shall determine—
              (a) the treatment that Shareholders, creditors and Depositors would have received if Insolvency Proceedings in respect of the Institution in Resolution had commenced at the time when the decision was made to take Resolution Action;
              (b) the actual treatment that Shareholders, creditors and Depositors have received; and
              (c) if there is any difference between the treatment referred to in subsections (a) and (b).
              (4) A Difference of Treatment Valuation shall—
              (a) assume that Insolvency Proceedings in respect of the Institution in Resolution would have commenced on the date on which the Regulator delivered notice in accordance with section 24(3);
              (b) assume that the Institution in Resolution would, if it had entered Insolvency Proceedings in accordance with subsection (a), been Wound Up in full on the date on which Insolvency Proceedings in respect of the Institution in Resolution would have commenced; and
              (c) assume that the Resolution Action has not been effected.
              (5) The Regulator may set or adopt standards or guidelines for the purpose of a Difference of Treatment Valuation if such a valuation is required or proposed.
              (6) A Difference of Treatment Valuation shall be carried out in accordance with any such standards set or adopted by the Regulator under subsection (5) and otherwise in accordance with applicable accountancy standards.

            • 69. Safeguard For Shareholders And Creditors

              If the Difference of Treatment Valuation determines that any Shareholder or creditor or Depositor would incur greater losses than it would incur in a Winding Up under Insolvency Proceedings contrary to the General Resolution Principles under section 25(g), the Shareholder or creditor shall be entitled to the payment of the difference as compensation from the Institution in Resolution or Residual Institution.

            • 70. Procedural Requirements After Creation of A Resolution Order Or Share Transfer Order

              As soon as is reasonably practicable after the creation of a Resolution Order or a Share Transfer Order by which a Resolution Action is taken (including pursuant to a Foreign Resolution Order), the Regulator shall publish or procure the publication of a copy of the Resolution Order or Share Transfer Order or a notice summarising the key terms of the Resolution Order or Share Transfer Order by the following means—
              (a) by publishing it on the websites of both the Regulator and the Institution in Resolution;
              (b) by publishing it on any national or international newspaper available for general sale in the UAE or other publication which in the opinion of the Regulator would maximise the likelihood of the Resolution Order coming to the attention of affected persons; and
              (c) if securities issued by the Institution in Resolution have been admitted to trading on a Recognised Investment Exchange or foreign exchange, by means of a relevant regulatory information service used on that exchange.

            • 71. Safeguard For Counterparties In Partial Transfers

              (1) Where the Regulator—
              (a) transfers some but not all of the rights, assets or liabilities of an Institution in Resolution to another entity; or
              (b) exercises the power in section 58(1)(p) to cancel or modify the terms of a contract to which the Institution in Resolution is a party or substitute a Recipient as a party,
              the arrangements specified in subsection (2) and the counterparties of such arrangements shall, subject to subsection (4), be protected.
              (2) The arrangements protected under subsection (1) are as follows—
              (a) Collateral Arrangements, including Title Transfer Collateral Arrangements;
              (b) set-off arrangements under which two or more claims or obligations owed between the Institution in Resolution and a counterparty can be set off against each other;
              (c) netting arrangements;
              (d) Covered Bonds;
              (e) collateral and default fund contributions provided to payment and securities settlement systems, Central Securities Depositories, clearing houses and Recognised Clearing Houses;
              (f) any transfer or obligation that is subject to irrevocable settlement finality protections under the Financial Services and Markets Regulations 2015; and
              (g) structured finance arrangements, including, but not limited to, securitisations and instruments used for hedging purposes which form an integral part of the cover pool and which, according to the ADGM law, are secured in a way similar to Covered Bonds which involve the granting and holding of security by a party to the arrangement or a trustee, agent or nominee.
              (3) Subsection (2) shall apply irrespective of the number of parties involved in the arrangements or whether the arrangements—
              (a) are created by contract, deed, trusts or other means, or arise automatically by operation of law; or
              (b) arise under or are governed in whole or in part by the law of another jurisdiction.
              (4) The form of protection that is appropriate for the classes of arrangements specified in subsection (2) shall be as provided in sections 72, 73, 74 or 75, as the case may be.

            • 72. Protection For Title Transfer Collateral Arrangements And Set-off And Netting Arrangements

              To protect the transfer of some, but not all, of the rights, assets and liabilities that are protected under Title Transfer Collateral Arrangements referred to under section 71(2)(a), set-off arrangements referred to in section 71(2)(b), netting arrangements referred to in section 71(2)(c)(c), obligations to payment and securities settlement systems and clearing houses referred to in section 71(2)(e)(c) and settlement finality referred to in section 71(2)(f), the following shall not be permitted—
              (a) the transfer of some, but not all, of the rights, assets and liabilities that are protected under any such arrangement between the Institution in Resolution and another person; and
              (b) the modification or termination of rights, assets and liabilities that are protected under any such arrangement through the exercise of Resolution Powers.

            • 73. Protection For Security Arrangements

              To protect liabilities secured under Collateral Arrangements referred to in section 71(2)(a) that are not Title Transfer Collateral Arrangements, the following shall not be permitted—
              (a) the transfer of assets against which a liability is secured under any such arrangement, unless that liability and the benefit of the security are also transferred;
              (b) the transfer of a Secured Liability, unless the benefit of the security is also transferred;
              (c) the transfer of the benefit of the security under any such arrangement, unless the Secured Liability is also transferred; or
              (d) the modification or termination of such an arrangement through the exercise of ancillary powers, if the effect of that modification or termination is that the liability ceases to be secured.

            • 74. Protection For Structured Finance Arrangements And Covered Bonds

              To protect structured finance arrangements and Covered Bonds referred to in section 71(2)(d) and (g), the following shall not be permitted—
              (a) the transfer of some, but not all, of the rights, assets and liabilities which constitute or form part of a structured finance arrangement or Covered Bond to which the Institution in Resolution is a party; or
              (b) the termination or modification, through the exercise of Resolution powers, of the rights, assets and liabilities which constitute or form part of a structured finance arrangement or Covered Bond, to which the Institution in Resolution is party.

            • 75. Protection Of Trading, Clearing And Settlement Systems

              The Regulator shall ensure that the application of a Resolution Tool does not affect the operation of exchanges, Recognised Investment Exchanges, clearing houses, Recognised Clearing Houses, payment and securities settlement systems and Central Securities Depositories where the Regulator—
              (a) transfers some but not all of the rights, assets or liabilities of an Institution in Resolution to another entity; or
              (b) exercises its Resolution Power under section 58(1)(p) to cancel or modify the terms of a contract to which the Institution in Resolution is a party or to substitute a Recipient as a party.

          • Chapter 6 Chapter 6 Miscellaneous

            • 76. Public Statement

              The Regulator may issue a public statement concerning an Institution if it appears to the Regulator to be desirable to issue the statement in the best interests of the public.

            • 77. International And Governmental Obligations

              The Regulator shall not exercise a Resolution Power in respect of an Institution if the exercise of that Resolution Power would be likely to contravene an international obligation of the UAE or a governmental obligation of the Emirate of Abu Dhabi or the ADGM.

            • 78. Recognition Of Foreign Resolution Actions

              (1) Subject to subsection (2), where the Regulator is notified of a Foreign Resolution Action in respect of a Foreign Institution, the Regulator shall make an instrument—
              (a) recognising the Foreign Resolution Action;
              (b) refusing to recognise the Foreign Resolution Action; or
              (c) recognising part of the Foreign Resolution Action and refusing to recognise the remainder of the Foreign Resolution Action.
              (2) The Regulator may refuse to recognise a Foreign Resolution Action in whole or in part if it is satisfied that one or more of the following conditions are met—
              (a) recognition would have an adverse effect on financial stability in the ADGM;
              (b) the Resolution Conditions have not been met in relation to the entity listed in section 2 with respect to which the Regulator proposes to take Resolution Action pursuant to section 78(5);
              (c) the taking of Resolution Action by the Regulator in relation to an ADGM Branch pursuant to section 78(5) is not necessary to achieve one or more of the Resolution Objectives;
              (d) under the Foreign Resolution Action, creditors located or payable in the ADGM would not, by reason of being located in the ADGM, receive the same treatment, and have similar legal rights, as creditors (including depositors) who are located or payable in the non-ADGM jurisdiction concerned; or
              (e) recognition of, and taking action in support of, the Foreign Resolution Action (or the relevant part) would have material fiscal implications for the UAE or the ADGM.
              (3) The recognition of a Foreign Resolution Action (or any part of it) shall not prejudice any Insolvency Proceedings unless the Insolvency Proceedings conflict with the Recognised Foreign Resolution Action, in which case the Recognised Foreign Resolution Action shall take precedence.
              (4) Subject to section 27, where a Foreign Resolution Order has been made by the Regulator under this section which recognises a Foreign Resolution Action (or part of it), such Foreign Resolution Action (or part of it) shall produce the same legal effects in the ADGM as it would have produced had it been made under the law of the ADGM.
              (5) For the purposes of supporting, or giving full effect to, a Recognised Foreign Resolution Action, the Regulator may exercise one or more Resolution Tools, or one or more Resolution Powers, subject to any requirement for ex-ante judicial approval in compliance with section 27.
              (6) The Regulator may make a Foreign Resolution Order which has effect in respect of an Institution which is a Subsidiary of a Foreign Institution which both recognises a Group Resolution Action and carries out certain Resolution Actions under these Regulations on the entity in the ADGM.
              (7) A Foreign Resolution Order may include incidental, consequential or transitional provisions which may be general or for specified purposes, cases or circumstances and may make different provision for different purposes, cases or circumstances.
              (8) As soon as reasonably practicable after the making of a Foreign Resolution Order under this section the requirements of the Foreign Resolution Order shall be complied with by the Regulator.
              (9) Any decision (including appropriate rationale for such decision) to refuse to recognise a Foreign Resolution Action, to recognise a Foreign Resolution Action only in part or to take independent actions to resolve an Institution which is a Subsidiary of a Foreign Institution, shall be clearly communicated by the Regulator to the Group concerned and to any relevant resolution authorities of Group Entities.

        • PART 7 PART 7 Miscellaneous

          • 79. Investigations

            (1) The Regulator may commence an Investigation in relation to an In-Scope Entity, whether or not it is in Resolution or being Wound Up under Insolvency Proceedings.
            (2) For the purposes of subsection (1), sections 205 to 214 of the Financial Services and Markets Regulations 2015 shall apply to In-Scope Entities equally as they would to Authorised Persons and Recognised Bodies under the Financial Services and Markets Regulations 2015 as if they were set out here and applied to these Regulations.

          • 80. Restrictions On Disclosure Of Confidential Information

            In relation to disclosures of Confidential Information, sections 198 and 199 of the Financial Services and Markets Regulations 2015 shall apply equally as if they were set out here and applied to these Regulations.

          • 81. Co-operation With Resolution Authorities Of Another Jurisdiction

            (1) The Regulator may take such steps as it considers appropriate to co-operate with other regulators or resolution authorities who have functions similar to those of the Regulator or in relation to matters relating to resolution.
            (2) For the purposes of subsection (1), sections 216 to 217 of the Financial Services and Markets Regulations 2015 shall apply to the Regulator equally as if they were set out here and applied to these Regulations.

          • 82. General Contravention Provision

            Sections 218, 231 and 232 of the Financial Services and Markets Regulations 2015 shall apply with respect to contraventions of these Regulations equally as if they were set out here and applied to these Regulations.

          • 83. False Or Misleading Information

            (1) A person commits a contravention of these Regulations if the person makes a statement in any Document, material, evidence or information which is required to be provided to the Regulator or to any person entitled to the information under these Regulations that, at the time and in the light of the circumstances under which it is made, is false or misleading with respect to any material fact, or that omits to state any material fact the omission of which makes the statement false or misleading.
            (2) A person shall not contravene subsection (1) if the person did not know that the statement was false or misleading and with the exercise of all due diligence could not have known that the statement was false or misleading.

          • 84. Amendments And Subordinate Legislation

            (1) The Regulator may make Rulesfor carrying out the purposes of these Regulations or furthering one or more of the Resolution Objectives.
            (2) Rules made under these Regulations, without limitation, may—
            (a) make different provision for different cases or circumstances;
            (b) include supplementary, incidental and consequential provisions;
            (c) specify financial penalties;
            (d) make transitional provision and savings; and
            (e) revoke or amend any rules or other subordinate legislation.

          • 85. Power To Make Consequential Amendments Etc.

            (1) The Board may amend, repeal or revoke any provision of these Regulations or of any subordinate legislation made under these Regulations as it considers necessary or expedient as a consequence of any provision made by or under these Regulations.
            (2) Without prejudice to the generality of the power conferred by subsection (1), Regulations made under this section may—
            (a) make provision extending to other forms of organisation any provision made by or under these Regulations in relation to Institutions; or
            (b) make provision corresponding to that made by or under these Regulations in relation to Institutions,
            in either case with such adaptations or other modifications as may be necessary or expedient.
            (3) The references in subsection (2) to provision made by these Regulations include provision conferring power to make provision by Rules or other subordinate legislation.
            (4) Amendments and repeals made under this section are additional, and without prejudice, to those made by or under any other provision of these Regulations.

          • 86. Short Title, Extent And Commencement

            (1) These Regulations may be cited as the Bank Recovery and Resolution Regulations 2018.
            (2) These Regulations shall apply in the ADGM.
            (3) These Regulations shall come into force on the date of their publication.

        • SCHEDULE SCHEDULE

          • PART 1 Information To Be Included In Recovery Plans

            The Recovery Plan shall contain the following—
            (a) a summary of the key elements of the Recovery Plan and a summary of overall recovery capacity;
            (b) a summary of the material changes to the Institution since the most recently filed Recovery Plan;
            (c) a communication and disclosure plan outlining how the Institution intends to manage any potentially negative market reactions;
            (d) a range of capital, liquidity, and in respect of a Recognised Clearing House loss allocation (covering both default and non-default losses), actions required to maintain or restore the viability and financial position of the Institution;
            (e) appropriate conditions and procedures to ensure the timely implementation of recovery actions, as well as a wide range of recovery options;
            (f) possible measures which could be taken by the Institution where the conditions for early intervention under section 18 are met;
            (g) an estimate of the timeframe for executing each material aspect of the Recovery Plan;
            (h) a detailed description of any material impediment to the effective and timely execution of the Recovery Plan, including consideration of impact on the rest of the Group, customers, counterparties, clients and clearing members, where applicable;
            (i) identification of Critical Functions;
            (j) a detailed description of the processes for determining the value and marketability of the Core Business Lines, operations and assets of the Institution;
            (k) a detailed description of how recovery planning is integrated into the corporate governance structure of the Institution as well as the policies and procedures governing the approval of the Recovery Plan and identification of the persons in the organisation responsible for preparing and implementing the Recovery Plan;
            (l) in respect of a Recognised Clearing House, a detailed description of how recovery planning forms part of the operating rules and procedures agreed to by clearing members, including arrangements and measures incentivising non-defaulting clearing members to bid competitively in auctions of a defaulted members' positions;
            (m) arrangements and measures to conserve or restore the Institution's Capital Resources;
            (n) arrangements and measures to ensure that the Institution has adequate access to contingency funding sources, including potential liquidity sources, an assessment of available collateral and an assessment of the possibility to transfer liquidity across Group Entities and business lines, to ensure that it can continue to carry out its operations and meet its obligations as they fall due;
            (o) arrangements and measures to reduce risk and leverage;
            (p) arrangements and measures to restructure contracts, rights, assets and liabilities;
            (q) arrangements and measures to restructure business lines;
            (r) arrangements and measures necessary to maintain continuous access to financial markets infrastructures;
            (s) arrangements and measures necessary to maintain the continuous functioning of the Institution's operational processes, including infrastructure and IT services;
            (t) preparatory arrangements to facilitate the sale of assets or business lines in a timeframe appropriate for the restoration of financial soundness;
            (u) other management actions or strategies to restore financial soundness and the anticipated financial effect of those actions or strategies;
            (v) preparatory measures that the Institution has taken or plans to take in order to facilitate the implementation of the Recovery Plan, including those necessary to enable the timely recapitalisation of the Institution; and
            (w) a framework of indicators which identifies the points at which appropriate actions referred to in the Recovery Plan may be taken.

          • PART 2 Information To Be Supplied By An Institution For Resolution Planning

            In connection with its assessment of the Institution's Resolution Plan, the Regulator may request the following information from the Institution—
            (a) a detailed description of the Institution's organisational structure, including a list of all entities incorporated in the ADGM or which are Subsidiaries of entities incorporated in the ADGM;
            (b) identification of the direct holders and the percentage of voting and non-voting rights of each entity referred to in subsection (a);
            (c) the location, jurisdiction of incorporation, licensing and key management associated with each entity referred to in subsection (a);
            (d) a mapping of the Institution's critical operations and Core Business Lines, including material asset holdings and liabilities relating to such operations and business lines, by reference to Group Entities in the Institution's Group;
            (e) a detailed description of the components of the liabilities of the Institution and all its legal entities, separated, at a minimum, by either—
            (i) types and amounts of short-term and long-term debt, secured, unsecured and subordinated liabilities; or
            (ii) in respect of a Recognised Clearing House, types of services and respective amounts of cleared volumes, open interest, initial margin, variation margin flows, default funds and any associated assessment rights or other recovery actions pertaining to such business lines;
            (f) details of those liabilities of the Institution that are Eligible Liabilities;
            (g) details of capital instruments and Debt Instruments issued by the Institution and its legal entities;
            (h) an identification of the processes needed to determine to whom the Institution has pledged or received collateral and in what form, the person that holds the collateral and the jurisdiction in which the collateral is located;
            (i) a description of the off balance sheet exposures of the Institution and its legal entities, including a mapping to its critical operations and Core Business Lines;
            (j) the material hedges of the Institution, including a mapping to legal entities;
            (k) identification of the major or most critical counterparties, or in respect of a Recognised Clearing House clearing members, of the Institution, as well as an analysis of the impact of the failure of major counterparties or clearing members, as applicable, in the Institution's financial situation;
            (l) each system on which the Institution conducts a material number or value amount of trades, including a mapping to the Institution's legal entities, critical operations and Core Business Lines;
            (m) each payment and securities settlement system, Central Securities Depository, clearing house, Recognised Clearing House, exchange and Recognised Investment Exchange of which the Institution is directly or indirectly a member, including a mapping to the Institution's legal entities, critical operations and Core Business Lines;
            (n) a detailed inventory and description of the key management information systems, including those for risk management, accounting and financial and regulatory reporting used by the Institution including a mapping to the Institution's legal entities, critical operations and Core Business Lines;
            (o) an identification of the owners of the systems identified in subsections (l), (m) and (n), service level agreements related to the systems, and any software and systems or licenses, including a mapping to their legal entities, critical operations and Core Business Lines;
            (p) an identification and mapping of the legal entities and the interconnections and interdependencies among the different legal entities such as—
            (i) common or shared personnel, facilities and systems;
            (ii) capital, funding or liquidity arrangements;
            (iii) existing or contingent credit exposures;
            (iv) cross guarantee agreements, cross-collateral arrangements, cross-default provisions and cross-affiliate netting arrangements;
            (v) risks transfers and back-to-back trading arrangements; and
            (vi) service level agreements;
            (q) identification of the regulator and resolution authority applicable to each entity;
            (r) the member of the Management responsible for providing the information necessary to prepare the Resolution Plan of the Institution as well as those responsible, if different, for the different legal entities, critical operations and Core Business Lines;
            (s) a description of the arrangements that the Institution has in place to ensure that, in the event of Resolution, the Regulator will be provided with all the necessary information, as determined by the Regulator, for applying a Resolution Tool and exercising a Resolution Power;
            (t) all the agreements entered into by the Institution and their legal entities with third parties the termination of which may be triggered by a decision of the Regulator to apply a Resolution Tool and whether the consequences of termination may affect the application of the Resolution Tool;
            (u) a description of possible liquidity sources for supporting Resolution; and
            (v) information on asset encumbrance, liquid assets, off-balance sheet activities, hedging strategies and booking practices.

          • PART 3 Contents Of A Resolution Plan

            The Resolution Plan shall contain the following—
            (a) a summary of the key elements of the Resolution Plan;
            (b) a summary of the material changes to the Institution that have occurred after the latest Resolution information was filed;
            (c) a demonstration of how Critical Functions and Core Business Lines could be legally and economically separated, to the extent necessary, from other functions so as to ensure continuity upon the failure of the Institution;
            (d) an estimate of the timeframe for executing each material aspect of the Resolution Plan;
            (e) where applicable, a detailed description of the assessment of resolvability carried out in accordance with Chapter 3 of Part 3;
            (f) where applicable, a description of any measures required to address or remove impediments to resolvability identified as a result of the assessment of resolvability;
            (g) a description of the processes for determining the value and marketability of the Critical Functions, Core Business Lines and assets of the Institution;
            (h) a detailed description of the different Resolution strategies that could be applied according to the different possible scenarios and the applicable timescales;
            (i) a description of critical interdependencies;
            (j) a description of options for preserving access to payment and securities settlement systems, Central Securities Depositories, clearing houses, Recognised Clearing Houses, exchanges and Recognised Investment Exchanges, and an assessment of the portability of client positions;
            (k) an analysis of the impact of the Resolution Plan on the employees of the Institution, including an assessment of any associated costs, and a description of envisaged procedures to consult staff during the Resolution process, taking into account national systems for dialogue with social partners where applicable;
            (l) a plan for communicating with the media and the public;
            (m) the minimum requirement for Capital Resources and Eligible Liabilities required by the Regulator under Chapter 4 and a deadline to reach that level, where applicable;
            (n) where applicable, the minimum requirement for Capital Resources and contractual bail-in instruments required by the Regulator, and a deadline to reach that level, where applicable;
            (o) a description of essential operations and systems for maintaining the continuous functioning of the Institution's operational processes; and
            (p) where applicable, any opinion expressed by the Regulator in relation to the Resolution Plan.

          • PART 4 Matters For Consideration To Assess Resolvability Of Institutions

            Matters which may be considered by the Regulator in assessing the resolvability of an Institution are as follows—
            (a) the extent to which the Institution is able to map Core Business Lines and critical operations to legal persons;
            (b) the extent to which legal and corporate structures are aligned with Core Business Lines and critical operations;
            (c) the extent to which there are arrangements in place to provide for essential staff, infrastructure, funding, liquidity and capital to support and maintain the Core Business Lines and the critical operations;
            (d) the extent to which the service agreements that the Institution maintains are fully enforceable in the event of the Resolution of the Institution;
            (e) the extent to which the governance structure of the Institution is adequate for managing and ensuring compliance with the Institution's internal policies with respect to its service level agreements;
            (f) the extent to which the Institution has a process for transitioning the services provided under service level agreements to third parties in the event of the separation of Critical Functions or of Core Business Lines;
            (g) the extent to which there are contingency plans and measures in place to ensure continuity in access to payment and securities settlement systems, Central Securities Depositories, clearing houses, Recognised Clearing Houses, exchanges and Recognised Investment Exchanges;
            (h) the adequacy of the management information systems in ensuring that the Regulator is able to gather accurate and complete information regarding the Core Business Lines and critical operations so as to facilitate rapid decision making;
            (i) the capacity of the management information systems to provide the information essential for the effective Resolution of the Institution at all times even under rapidly changing conditions;
            (j) the extent to which the Institution has tested its management information systems under stress scenarios as defined by the Regulator;
            (k) the extent to which the Institution can ensure the continuity of its management information systems both for the affected Institution and the new Institution in the case that the critical operations and Core Business Lines are separated from the rest of the operations and business lines;
            (l) the extent to which the Institution has established adequate processes to ensure that it provides the Regulator with the information necessary to identify Depositors;
            (m) where the Institution's Group uses Intragroup Financial Support, the extent to which those guarantees are provided at market conditions and to which the risk management systems concerning those guarantees are robust;
            (n) where the Institution or the Institution's Group engages in back-to-back transactions, the extent to which those transactions are performed at market conditions and to which the risk management systems concerning those transactions practices are robust;
            (o) the extent to which the use of Intragroup Financial Support or back-to-back booking transactions increases contagion across the Institution's Group;
            (p) the extent to which the legal structure of the Institution or its Group inhibits the application of a Resolution Tool as a result of the number of legal persons, the complexity of the Group structure or the difficulty in aligning business lines to the Group Entities;
            (q) the existence and robustness of service level agreements;
            (r) the amount and type of Eligible Liabilities of the Institution;
            (s) the extent to which the Resolution of the Institution could have a negative impact on its Group, where applicable;
            (t) whether resolution authorities in the other jurisdictions in which the Institution's Group operates have the power to apply a Resolution Tool necessary to support Resolution Actions by the Regulator and the extent to which there is scope for cooperation between such resolution authorities and the Regulator;
            (u) the feasibility of applying a Resolution Tool in such a way which meets the Resolution Objectives, given the tools available and the Institution's structure;
            (v) the extent to which the structure of the Institution's Group allows the resolution authorities of the Group Entities to resolve the whole Group or one or more of its Group Entities without causing a significant direct or indirect adverse effect on the financial system, market confidence or the economy in the ADGM and with a view to maximising the value of the Group as a whole including the ADGM Branches and ADGM Subsidiaries;
            (w) the arrangements and means through which Resolution could be facilitated in the cases of Groups that have subsidiaries established in different jurisdictions;
            (x) the arrangements and means through which Resolution could be hampered in the cases of Recognised Clearing Houses that have clearing members or collateral arrangements established in different jurisdictions;
            (y) the credibility of applying a Resolution Tool in such a way which meets the Resolution Objectives, given possible impacts on creditors, counterparties, customers, clearing participants and employees and possible actions that third-country authorities may take;
            (z) the extent to which the impact of the Institution's Resolution on the financial system in the ADGM and on financial market's confidence can be adequately evaluated;
            (aa) the extent to which the Resolution of the Institution could have a significant direct or indirect adverse effect on the financial system, market confidence or the economy in the ADGM;
            (bb) the extent to which contagion to other Institutions or to the financial markets could be contained through the application of a Resolution Tool and exercise of a Resolution Power; and
            (cc) the extent to which the Resolution of the Institution could have a significant effect on the operation of payment and securities settlement systems, Central Securities Depositories, clearing houses, Recognised Clearing Houses, exchanges and Recognised Investment Exchanges.

      • Common Reporting Standard Regulations 2017

        Regulations to make provision for the enablement of the exchange of information in revenue and other matters as developed by the Organisation for Economic Co-operation and Development
        (OECD).

        Date of Enactment: 9 July 2017

        The Board of Directors of the Abu Dhabi Global Market, in exercise of its powers under Article 6(1) of Law No. 4 of 2013 concerning the Abu Dhabi Global Market issued by His Highness the Ruler of the Emirate of Abu Dhabi, hereby enacts the following Regulations—

        • Part 1 Introduction

          1. Application and defined terms
          (1) These Regulations implement the standard for automatic exchange of financial account information in tax matters developed by the OECD, commonly known as the Common Reporting Standard (CRS), for the purpose of giving effect to The Multilateral Convention on Mutual Administrative Assistance in Tax Matters and the Multilateral Competent Authority Agreement on Automatic Exchange of Financial Accountant Information.
          (2) These Regulations apply to:
          (a) any Reporting Financial Institution subject to the supervision of the Regulatory Authority for purposes of these Regulations;
          (b) any Account Holder of a Reportable Account held with a Reporting Financial Institution subject to the supervision of the Regulatory Authority for purposes of these Regulations; and
          (c) any other person to whom the Regulations apply.
          (3) The defined terms listed in both section 13 and Part 8 of Schedule 1 of these Regulations shall have the corresponding meanings set out therein.
          2. Status of OECD publications and material
          (1) For the purposes of these Regulations, any explanatory material made and published by the OECD for the purpose of assisting with the interpretation of the Common Reporting Standard, inclusive of any commentary published by the OECD in respect thereof, is an integral part of the Common Reporting Standard and accordingly forms the required rights and obligations under these Regulations.

        • Part 2 Reporting and Role and Powers of the Regulatory Authority

          3. Collecting and reporting information
          (1) Each Reporting Financial Institution must collect and report to the UAE Competent Authority the information required in these Regulations by way of the reporting system provided by the Regulatory Authority for this purpose in the manner and on the dates prescribed by the Regulations, inclusive of but not limited to the dates referred to in Paragraph F of Part 1 in Schedule 1.
          (2) A Reporting Financial Institution shall establish and implement appropriate systems and internal procedures to enable its compliance with these Regulations.
          4. Role and powers of the Regulatory Authority
          (1) The Regulatory Authority has such functions and powers as are conferred, or expressed to be conferred, on it:
          (a) by or under these Regulations;
          (b) any other instrument or enactment issued by the ADGM Board of Directors; or
          (c) by the UAE Competent Authority or the Government from time to time.
          (2) The Regulatory Authority has the power to do whatever it deems necessary for or in connection with, or reasonably incidental to, performing its functions and exercising its powers granted under these Regulations, inclusive of but not limited to:
          (a) issuing guidance and directives pursuant thereto; and
          (b) delegating its duties and powers under these Regulations to Designated Officers and other suitable persons.
          5. Powers of inspection and investigation
          (1) The Regulatory Authority may require a Reporting Financial Institution to provide records, information, explanations and particulars and to give all the required assistance which the Regulatory Authority may reasonably require in connection with the administration or enforcement of these Regulations.
          (2) The Regulatory Authority may, by notice in writing, require a Reporting Financial Institution to provide to the Regulatory Authority within such time, not being less than ten (10) days, as may be provided by the notice, with such information as the Regulatory Authority may reasonably require for any purpose relating to the administration or enforcement of these Regulations.
          (3) The Regulatory Authority may request information from and, at all reasonable times, enter any premises or place of business of a Reporting Financial Institution for the purposes of:
          (a) determining whether information:
          (i) included in an information return made under these Regulations by the institution is correct and complete; or
          (ii) not included in an information return was correctly not included; or
          (b) examining the systems and internal procedures put in place by a Reporting Financial Institution for the purposes of ensuring compliance with that Reporting Financial Institution's obligations under these Regulations.
          (4) The Regulatory Authority may request information from any Account Holder that has a Reportable Account held with a Reporting Financial Institution subject to the supervision of the Regulatory Authority for purposes of these Regulations, inclusive of but not limited to Accounting Records and all other records held in connection with the information or certifications provided to the Reporting Financial Institution pursuant to these Regulations, and the Regulatory Authority may ask a Reporting Financial Institution to assist it to obtain such information or records from Account Holders.
          (5) The Regulatory Authority may appoint Designated Officers to assist it in inspections performed at the premises of Reporting Financial Institutions pursuant to the provisions of subsections 5(1) to (4) and to submit such written reports in respect thereof as the Regulatory Authority may direct.
          (6) The Regulatory Authority, or its delegate, may prescribe in a directive:
          (a) penalties and Administrative Fees, in addition to the penalties and Administrative Fees stipulated in Schedule 2; and
          (b) forms and additional procedures in relation to:
          (i) the imposition and recovery of penalties and Administrative Fees imposed pursuant to these Regulations;
          (ii) the enforcement of actions required by the Regulatory Authority pursuant to these Regulations; and
          (iii) any objection or right of appeal in respect of any such penalty and or an Administrative Fee or action required or the enforcement thereof.
          (7) The Regulatory Authority may commence an investigation in relation to a Reporting Financial Institution.
          (8) For the purposes of subsection 5(7), sections 205 to 215 and section 217 of the Financial Services and Markets Regulations 2015 shall apply in relation to commencement and conduct of an investigation by the Regulatory Authority of a Reporting Financial Institution.

        • Part 3 Record keeping

          6. Record keeping
          (1) Every Reporting Financial Institution shall keep records of the steps undertaken and any evidence relied upon for the performance of the due diligence procedures and the measures to obtain those records that the Reporting Financial Institution obtains or creates for the purpose of complying with these Regulations.
          (2) Every Reporting Financial Institution that is required to keep, obtain or create records under these Regulations shall retain those records for a period of at least six (6) years after the date of reporting to the Regulatory Authority.
          (3) Every Reporting Financial Institution required by these Regulations to keep records that does so electronically shall retain them in an electronically readable format for the retention period of six (6) years after the date of reporting it to the Regulatory Authority.
          (4) Every Reporting Financial Institution that obtains or creates records, as required under these Regulations, in a language other than English shall, upon request, provide an English translation to the Regulatory Authority.

        • Part 4 Contraventions, enforcement and appeals

          7. General contraventions
          (1) A Reporting Financial Institution who:
          (a) does an act or thing that is prohibited under these Regulations;
          (b) does not do an act or thing that is required or directed to do under these Regulations; or
          (c) otherwise contravenes these Regulations,

          commits a contravention of these Regulations and is liable to a penalty or an Administrative Fee, or both, as provided for in Schedule 2, and any other penalty or Administrative Fee imposed by a Regulatory Authority pursuant to subsection 5(6)(a) or a requirement to perform any action directed by the Regulatory Authority pursuant to subsection 9(1)(c).
          8. Anti-Avoidance
          (1) If a Reporting Financial Institution, person or intermediary enters into any arrangements or engages in a practice, the main purpose or one of the main purposes, of which can reasonably be considered to be to avoid an obligation imposed under these Regulations, the Reporting Financial Institution, person or intermediary is subject to the obligation as if the Reporting Financial Institution, person or intermediary had not entered into the arrangement or engaged in the practice.
          9. Enforcement
          (1) Where the Regulatory Authority, or its delegate, considers that a Reporting Financial Institution has contravened a provision of these Regulations, it may by written notice to such Reporting Financial Institution:
          (a) allege that the Reporting Financial Institution has committed the contravention and state the particulars of the facts it relies on;
          (b) set out the details of the applicable penalty or Administrative Fee, or both, in respect of each contravention; and
          (c) where necessary and appropriate the Regulatory Authority may order that certain action be taken to comply with these Regulations.
          (2) The imposition of a penalty or Administrative Fee, or both, under subsection 9(1) shall be made within the period of twelve (12) months beginning with the date on which:
          (a) the Reporting Financial Institution became liable to the penalty or Administration Fee, or both, or
          (b) the contravention first came to the attention of the Regulatory Authority.
          (3) Liability to a penalty or Administrative Fee, or both, under subsection 9(1) does not arise if the Reporting Financial Institution satisfies the Regulatory Authority that there is a reasonable excuse for contravening the Regulations.
          (4) Neither of the following is a reasonable excuse for purposes of subsection 9(3):
          (a) insufficiency of funds to do something; or
          (b) reliance on another person to do something.
          (5) If a Reporting Financial Institution has a reasonable excuse for contravening the Regulations up to a particular time or event, the Reporting Financial Institution shall not be liable to a penalty or Administrative Fee, or both, if it can show that any subsequent contravention of these Regulations was remedied without unreasonable delay after it became aware that the reasons providing the reasonable excuse had ceased.
          10. Appeals
          (1) A Reporting Financial Institution may appeal against any penalty or Administrative Fee, or both, imposed or action ordered under subsection 9(1) on the following grounds:
          (a) it disputes the grounds or reasons for the penalty or Administrative Fee, or both, provided by the Regulatory Authority;
          (b) it disputes the amount of the penalty or Administrative Fee, or both, imposed; or
          (c) it disputes the validity of any action ordered by the Regulatory Authority.
          (2) Any appeal by a Reporting Financial Institution to a penalty or Administrative Fee, or both, or action ordered under subsection 9(1) shall be instituted by a written notice of appeal setting out the grounds of appeal delivered to the Regulatory Authority within a period of twenty (20) days from the date of the relevant notice provided to it under subsection 9(1).
          (3) When considering a notice of appeal delivered pursuant to subsection 10(2), the Regulatory Authority may, after due consideration of the grounds of appeal:
          (a) confirm, cancel or increase or vary the number of days of the failure in respect of any penalty or Administrative Fee, or both, originally imposed; or
          (b) confirm, change or cancel any action originally ordered by the Regulatory Authority,

          and the Regulatory Authority shall confirm such finding in writing to the Reporting Financial Institution.
          (4) The Regulatory Authority shall within forty (40) days consider the appeal and provide a written notice of its decision. If the Regulatory Authority fails to give written notice of its decision for the appeal, then appeal will be deemed to have been successful.
          (5) A penalty or Administrative Fee, or both, imposed or action ordered by a Regulatory Authority under subsection 9(1), or confirmed pursuant to subsection 10(3), shall be paid or performed within twenty (20) days after the date of the written notice provided pursuant to:
          (a) Subsection 9(1); or
          (b) Subsection 10(3),

          whichever is applicable in the circumstances.
          (6) If, within the period specified in subsection 10(5):
          (a) the Reporting Financial Institution pays the imposed penalty or Administrative Fee, or both, or performs the required action under the notice, then no further proceedings will be commenced against it in respect of the relevant contravention; or
          (b) the Reporting Financial Institution fails to pay the imposed penalty or Administrative Fee or both, or perform the required action, or (if relevant) takes no action to appeal the imposition of the penalty or Administrative fee, or both, or required action pursuant to subsection 10(2), the Regulatory Authority, or its delegate, may apply to the ADGM Court, and the court may:
          (i) order the payment of the penalty or Administrative Fee, or both,;
          (ii) order for the required action to be taken; and
          (iii) make any further order it deems fit.

        • Part 5 Indemnity, effective date and definitions

          11. Indemnity

          Unless it can be shown that it acted in bad faith, neither the Regulatory Authority, its delegate, nor any Designated Officer can be held liable for any act, attempted act or omission in the performance, purported non-performance or non-performance of its functions in connection with these Regulations.
          12. Effective date
          (1) These Regulations become effective on date of enactment, except in respect of the following where they shall apply retrospectively:
          (a) in respect of Pre-existing Accounts that are subject to due diligence requirements under the Regulations, the effective date for purposes of these Regulations is 31 December 2016; and
          (b) in respect of New Accounts that are subject to due diligence requirements under the Regulations, the effective date for purposes of these Regulations is 1 January 2017.
          13. Definitions
          (1) In these Regulations the defined terms listed in the table below shall have the following meanings:


          Accounting Records means records and underlying documents comprising initial and other accounting entries and associated supporting documents, such as:
          (a) cheques;
          (b) records of electronic funds transfers;
          (c) invoices;
          (d) contracts
          (e) the general and subsidiary ledgers, journal entries and other adjustments to the financial statements that are not reflected in journal entries; and
          (f) work sheets and spread sheets supporting cost allocations, computations, reconciliations and disclosures.
          Account Holder has the meaning given to that term in subparagraph E (1), Part 8 of Schedule 1.
          ADGM means the Abu Dhabi Global Market.
          ADGM Court Means the Abu Dhabi Global Market court of first instance established under Abu Dhabi Law No. 4 of 2013.
          Administrative Fee means any fee imposed by the Regulatory Authority upon a Reporting Financial Institution for the incomplete or late reporting of information as required under these Regulations and as set out in Schedule 2.
          Common Reporting Standard means the standard for automatic exchange of financial account information developed by the OECD as amended from time to time by the OECD, the current format of which is set out in Schedule 1.
          Designated Officer means any person, or delegate of that person, appointed by the Regulatory Authority pursuant to the provisions of subsection 5(5).
          Government means the federal government of the UAE.
          MAC means the Multilateral Convention on Mutual Assistance in Tax Matters signed by the Government on 21 April 2017.
          MCAA means the Multilateral Competent Authority Agreement on Automatic Exchange of Financial Account Information entered into by the Government on 22 February 2017.
          OECD means the Organisation for Economic Co-Operation and Development which was established by the Convention on the Organisation for Economic Co-operation and Development signed in Paris on 14th December, 1960.
          Regulatory Authority means the ADGM Financial Services Regulatory Authority.
          Reportable Account Has the meaning given to that term in subparagraph D (1), Part 8 of Schedule 1.
          Reporting Financial Institutions has the meaning given to that term in subparagraph A (1), Part 8 of Schedule 1.
          UAE means the United Arab Emirates.
          UAE Competent Authority means the UAE Ministry of Finance, or any other competent authority designated by the Government to facilitate the exchange of information under the Common Reporting Standard pursuant to the MAC or the MCAA.

        • Schedule 1 Schedule 1 Automatic Exchange of Financial Account Information Regulations

          • Part 1 General Reporting Requirements

            A. Subject to paragraphs C through E, each Reporting Financial Institution must collect and report to the UAE Competent Authority the following information with respect to each Reportable Account of such Reporting Financial Institution:
            (1) the name, address, jurisdiction(s) of residence, TIN(s) and date and place of birth (in the case of an individual) of each Reportable Person that is an Account Holder of the account and, in the case of any Entity that is an Account Holder and that, after application of the due diligence procedures consistent with Parts 5, 6 and 7, is identified as having one or more Controlling Persons that is a Reportable Person, the name, address, jurisdiction(s) of residence and TIN(s) of the Entity and the name, address, jurisdiction(s) of residence, TIN(s) and date and place of birth of each Reportable Person;
            (2) the account number (or functional equivalent in the absence of an account number);
            (3) the name and identifying number (if any) of the Reporting Financial Institution;
            (4) the account balance or value (including, in the case of a Cash Value Insurance Contract or Annuity Contract, the Cash Value or surrender value) as of the end of the relevant calendar year or, if the account was closed during such year, the closure of the account;
            (5) in the case of any Custodial Account:
            (a) the total gross amount of interest, the total gross amount of dividends, and the total gross amount of other income generated with respect to the assets held in the account, in each case paid or credited to the account (or with respect to the account) during the calendar year; and
            (b) the total gross proceeds from the sale or redemption of Financial Assets paid or credited to the account during the calendar year with respect to which the Reporting Financial Institution acted as a custodian, broker, nominee, or otherwise as an agent for the Account Holder;
            (6) in the case of any Depository Account, the total gross amount of interest paid or credited to the account during the calendar year; and
            (7) in the case of any account not described in subparagraph A(5) or (6), the total gross amount paid or credited to the Account Holder with respect to the account during the calendar year with respect to which the Reporting Financial Institution is the obligor or debtor, including the aggregate amount of any redemption payments made to the Account Holder during the calendar year.
            B. The information reported must identify the currency in which each amount is denominated.
            C. Notwithstanding subparagraph A(1), with respect to each Reportable Account that is a Pre-existing Account or with respect to each Financial Account that is opened prior to becoming a Reportable Account, the TIN(s) or date of birth is not required to be reported if such TIN(s) or date of birth is not in the records of the Reporting Financial Institution and is not otherwise required to be collected by such Reporting Financial Institution under domestic law. However, a Reporting Financial Institution is required to use reasonable efforts to obtain the TIN(s) and date of birth with respect to Pre-existing Accounts by the end of the second calendar year following the year in which Pre-existing Accounts were identified as Reportable Accounts.
            D. Notwithstanding subparagraph A(1), the TIN is not required to be reported if (i) a TIN is not issued by the relevant Reportable Jurisdiction or (ii) the domestic law of the relevant Reportable Jurisdiction does not require the collection of the TIN issued by such Jurisdiction.
            E. Notwithstanding subparagraph A(1), the place of birth is not required to be reported unless the Reporting Financial Institution is otherwise required to obtain and report it under domestic law and it is available in the electronically searchable data maintained by the Reporting Financial Institution.
            F. Each Reporting Financial Institution must file an information return with the Regulatory Authority containing the information described in paragraph A on or before 30th June of the year following the calendar year to which the return relates.
            G. If a Reporting Financial Institution applies the due diligence procedures described in Parts 5, 6 and 7 for a calendar year and no Financial Account is identified as a Reportable Account, the institution shall file an information return, which provides that the institution maintains no such Reportable Accounts in respect of that year, with the Regulatory Authority on or before 30th June of the year following the calendar year to which the return relates.

          • Part 2 General Due Diligence requirements

            A. A Reporting Financial Institution must establish, maintain and document the due diligence procedures set out in Parts 2 through 7 that are designed to identify Reportable Accounts maintained by the institution.
            B. An account is treated as a Reportable Account beginning as of the date it is identified as such pursuant to the due diligence procedures in Parts 2 through 7 and, unless otherwise provided, information with respect to a Reportable Account must be reported annually in the calendar year following the year to which the information relates.
            C. The balance or value of an account is determined as of the last day of the calendar year.
            D. Where a balance or value threshold is to be determined as of the last day of a calendar year, the relevant balance or value must be determined as of the last day of the reporting period that ends with or within that calendar year.
            E. A Reporting Financial Institutions may use a service provider to fulfil the reporting and due diligence obligations imposed on such institution, but these obligations shall remain the responsibility of the Reporting Financial Institutions.
            F. A Reporting Financial Institutions may apply
            (a) the due diligence procedures for New Accounts to all Pre-existing Accounts or with respect to any clearly identified group of Pre-existing Accounts, and the rules otherwise applicable to Pre-existing Accounts continue to apply; and
            (b) the due diligence procedures for High Value Accounts to Lower Value Accounts.

          • Part 3 Due Diligence for Pre-Existing Individual Accounts

            The following procedures apply with respect to Pre-existing Individual Accounts.

            A. Accounts Not Required to be Reviewed, Identified, or Reported.

            A Pre-existing Individual Account that is a Cash Value Insurance Contract or an Annuity Contract is not required to be reviewed, identified or reported, provided the Reporting Financial Institution is effectively prevented by law from selling such Contracts to residents of a Reportable Jurisdiction.
            B. Lower Value Accounts.

            The following procedures apply with respect to Lower Value Accounts.
            (1) Residence Address.

            If the Reporting Financial Institution has in its records a current residence address for the individual Account Holder based on Documentary Evidence, the Reporting Financial Institution may treat the individual Account Holder as being a resident for tax purposes of the jurisdiction in which the address is located for purposes of determining whether such individual Account Holder is a Reportable Person.
            (2) Electronic Record Search.

            If the Reporting Financial Institution does not rely on a current residence address for the individual Account Holder based on Documentary Evidence as set forth in subparagraph B(1), the Reporting Financial Institution must review electronically searchable data maintained by the Reporting Financial Institution for any of the following indicia and apply subparagraphs B(3) to (6):
            (a) identification of the Account Holder as a resident of a Reportable Jurisdiction;
            (b) current mailing or residence address (including a post office box) in a Reportable Jurisdiction;
            (c) one or more telephone numbers in a Reportable Jurisdiction and no telephone number in the jurisdiction of the Reporting Financial Institution;
            (d) standing instructions (other than with respect to a Depository Account) to transfer funds to an account maintained in a Reportable Jurisdiction;
            (e) currently effective power of attorney or signatory authority granted to a person with an address in a Reportable Jurisdiction; or
            (f) a "hold mail" instruction or "in-care-of" address in a Reportable Jurisdiction if the Reporting Financial Institution does not have any other address on file for the Account Holder.
            (3) If none of the indicia listed in subparagraph B(2) are discovered in the electronic search, then no further action is required until there is a change in circumstances that results in one or more indicia being associated with the account, or the account becomes a High Value Account.
            (4) If any of the indicia listed in subparagraph B(2)(a) through (e) are discovered in the electronic search, or if there is a change in circumstances that results in one or more indicia being associated with the account, then the Reporting Financial Institution must treat the Account Holder as a resident for tax purposes of each Reportable Jurisdiction for which an indicium is identified, unless it elects to apply subparagraph B(6) and one of the exceptions in that subparagraph applies with respect to that account.
            (5) If a "hold mail" instruction or "in-care-of" address is discovered in the electronic search and no other address and none of the other indicia listed in subparagraph B(2)(a) through (e) are identified for the Account Holder, the Reporting Financial Institution must, in the order most appropriate to the circumstances, apply the paper record search described in subparagraph C(2), or seek to obtain from the Account Holder a self-certification or Documentary Evidence to establish the residence(s) for tax purposes of such Account Holder. If the paper search fails to establish an indicium and the attempt to obtain the self-certification or Documentary Evidence is not successful, the Reporting Financial Institution must report the account as an undocumented account to the UAE Competent Authority.
            (6) Notwithstanding a finding of indicia under subparagraph B(2), a Reporting Financial Institution is not required to treat an Account Holder as a resident of a Reportable Jurisdiction if:
            (a) the Account Holder information contains a current mailing or residence address in the Reportable Jurisdiction, one or more telephone numbers in the Reportable Jurisdiction (and no telephone number in the jurisdiction of the Reporting Financial Institution) or standing instructions (with respect to Financial Accounts other than Depository Accounts) to transfer funds to an account maintained in a Reportable Jurisdiction, and the Reporting Financial Institution obtains, or has previously reviewed and maintains, a record of:
            (i) a self-certification from the Account Holder of the jurisdiction(s) of residence of such Account Holder that does not include such Reportable Jurisdiction; and
            (ii) Documentary Evidence establishing the Account Holder's residence for tax purposes other than such Reportable Jurisdiction;
            (b) the Account Holder information contains a currently effective power of attorney or signatory authority granted to a person with an address in the Reportable Jurisdiction, and the Reporting Financial Institution obtains, or has previously reviewed and maintains, a record of:
            (i) a self-certification from the Account Holder of the jurisdiction(s) of residence of such Account Holder that does not include such Reportable Jurisdiction; or
            (ii) Documentary Evidence establishing the Account Holder's residence for tax purposes other than such Reportable Jurisdiction.
            C. Enhanced Review Procedures for High Value Accounts.

            The following enhanced review procedures apply with respect to High Value Accounts.
            (1) Electronic Record Search.

            With respect to High Value Accounts, the Reporting Financial Institution must review electronically searchable data maintained by the Reporting Financial Institution for any of the indicia described in subparagraph B(2).
            (2) Paper Record Search.

            If the Reporting Financial Institution's electronically searchable databases include fields for, and capture all of the information described in, subparagraph C(3), then a further paper record search is not required. If the electronic databases do not capture all of this information, then with respect to a High Value Account, the Reporting Financial Institution must also review the current customer master file and, to the extent not contained in the current customer master file, the following documents associated with the account and obtained by the Reporting Financial Institution within the last five years for any of the indicia described in subparagraph B(2):
            (a) the most recent Documentary Evidence collected with respect to the account;
            (b) the most recent account opening contract or documentation;
            (c) the most recent documentation obtained by the Reporting Financial Institution pursuant to AML/KYC Procedures or for other regulatory purposes;
            (d) any power of attorney or signature authority forms currently in effect; and
            (e) any standing instructions (other than with respect to a Depository Account) to transfer funds currently in effect.
            (3) Exception To The Extent Databases Contain Sufficient Information.

            A Reporting Financial Institution is not required to perform the paper record search described in subparagraph C(2) to the extent the Reporting Financial Institution's electronically searchable information includes the following:
            (a) the Account Holder's residence status;
            (b) the Account Holder's residence address and mailing address currently on file with the Reporting Financial Institution;
            (c) the Account Holder's telephone number(s) currently on file, if any, with the Reporting Financial Institution;
            (d) in the case of Financial Accounts other than Depository Accounts, whether there are standing instructions to transfer funds in the account to another account (including an account at another branch of the Reporting Financial Institution or another Financial Institution);
            (e) whether there is a current "in-care-of" address or "hold mail" instruction for the Account Holder; and
            (f) whether there is any power of attorney or signatory authority for the account.
            (4) Relationship Manager Inquiry for Actual Knowledge.

            In addition to the electronic and paper record searches described in subparagraphs C(1) and (2), the Reporting Financial Institution must treat as a Reportable Account any High Value Account assigned to a relationship manager (including any Financial Accounts aggregated with that High Value Account) if the relationship manager has actual knowledge that the account is held by a resident for tax purposes in a Reportable Jurisdiction.
            (5) Effect of Finding Indicia.
            (a) If none of the indicia listed in subparagraph B(2) are discovered in the enhanced review of High Value Accounts described in paragraph C, and the account is not identified as held by a resident for tax purposes in a Reportable Jurisdiction in subparagraph C(4), then further action is not required until there is a change in circumstances that results in one or more indicia being associated with the account.
            (b) If any of the indicia listed in subparagraphs B(2)(a) through (e) are discovered in the enhanced review of High Value Accounts described in paragraph C, or if there is a subsequent change in circumstances that results in one or more indicia being associated with the account, then the Reporting Financial Institution must treat the Account Holder as a resident for tax purposes of each Reportable Jurisdiction for which an indicium is identified unless it elects to apply subparagraph B(6) and one of the exceptions in that subparagraph applies with respect to that account.
            (c) If a "hold mail" instruction or "in-care-of" address is discovered in the enhanced review of High Value Accounts described in paragraph C, and no other address and none of the other indicia listed in subparagraphs B(2)(a) through (e) are identified for the Account Holder, the Reporting Financial Institution must obtain from such Account Holder a self-certification or Documentary Evidence to establish the residence(s) for tax purposes of the Account Holder. If the Reporting Financial Institution cannot obtain such self-certification or Documentary Evidence, it must report the account as an undocumented account to the UAE Competent Authority.
            (6) If a Pre-existing Individual Account is not a High Value Account as of 31 December 2016, but becomes a High Value Account as of the last day of a subsequent calendar year, the Reporting Financial Institution must complete the enhanced review procedures described in paragraph C with respect to such account within the calendar year following the year in which the account becomes a High Value Account. If based on this review such account is identified as a Reportable Account, the Reporting Financial Institution must report the required information about such account with respect to the year in which it is identified as a Reportable Account and subsequent years on an annual basis, unless the Account Holder ceases to be a Reportable Person.
            (7) Once a Reporting Financial Institution applies the enhanced review procedures described in paragraph C to a High Value Account, the Reporting Financial Institution is not required to re-apply such procedures, other than the relationship manager inquiry described in subparagraph C(4), to the same High Value Account in any subsequent year unless the account is undocumented where the Reporting Financial Institution should re-apply them annually until such account ceases to be undocumented.
            (8) If there is a change of circumstances with respect to a High Value Account that results in one or more indicia described in subparagraph B(2) being associated with the account, then the Reporting Financial Institution must treat the account as a Reportable Account with respect to each Reportable Jurisdiction for which an indicium is identified unless it elects to apply subparagraph B(6) and one of the exceptions in that subparagraph applies with respect to that account.
            (9) A Reporting Financial Institution must implement procedures to ensure that a relationship manager identifies any change in circumstances of an account. For example, if a relationship manager is notified that the Account Holder has a new mailing address in a Reportable Jurisdiction, the Reporting Financial Institution is required to treat the new address as a change in circumstances and, if it elects to apply subparagraph B(6), is required to obtain the appropriate documentation from the Account Holder.
            D. Review of Pre-existing High Value Individual Accounts must be completed by 31 December 2017 and review of Pre-existing Lower Value Individual Accounts must be completed by 31 December 2018.
            E. Any Pre-existing Individual Account that has been identified as a Reportable Account under this Part must be treated as a Reportable Account in all subsequent years, unless the Account Holder ceases to be a Reportable Person.

          • Part 4 Due Diligence for new Individual Accounts

            The following procedures apply with respect to New Individual Accounts.

            A. With respect to New Individual Accounts, upon account opening, the Reporting Financial Institution must obtain a self-certification, which may be part of the account opening documentation, that allows the Reporting Financial Institution to determine the Account Holder's residence(s) for tax purposes and confirm the reasonableness of such self-certification based on the information obtained by the Reporting Financial Institution in connection with the opening of the account, including any documentation collected pursuant to AML/KYC Procedures.
            B. If the self-certification establishes that the Account Holder is resident for tax purposes in a Reportable Jurisdiction, the Reporting Financial Institution must treat the account as a Reportable Account and the self-certification must also include the Account Holder's TIN with respect to such Reportable Jurisdiction (subject to paragraph D of Part 1) and date of birth.
            C. If there is a change of circumstances with respect to a New Individual Account that causes the Reporting Financial Institution to know, or have reason to know, that the original self-certification is incorrect or unreliable, the Reporting Financial Institution cannot rely on the original self-certification and must obtain a valid self-certification that establishes the residence(s) for tax purposes of the Account Holder.

          • Part 5 Due Diligence for Pre-Existing Entity Accounts

            The following procedures apply with respect to Pre-existing Entity Accounts.

            A. Entity Accounts Not Required to Be Reviewed, Identified or Reported.

            Unless the Reporting Financial Institution elects otherwise, either with respect to all Preexisting Entity Accounts or, separately, with respect to any clearly identified group of such accounts, a Pre-existing Entity Account with an aggregate account balance or value that does not exceed USD 250 000 as of 31 December 2016 is not required to be reviewed, identified, or reported as a Reportable Account until the aggregate account balance or value exceeds that amount as of the last day of any subsequent calendar year.
            B. Entity Accounts Subject to Review.

            A Pre-existing Entity Account that has an aggregate account balance or value that exceeds USD 250 000 as of 31 December 2016, and a Pre-existing Entity Account that does not exceed USD 250 000 as of 31 December 2016 but the aggregate account balance or value of which exceeds USD 250 000 as of the last day of any subsequent calendar year, must be reviewed in accordance with the procedures set forth in paragraph D.
            C. Review Procedures for Identifying Entity Accounts With Respect to Which Reporting Is Required.

            For Pre-existing Entity Accounts described in paragraph B, a Reporting Financial Institution must apply the following review procedures:
            (1) Determine the Residence of the Entity.
            (a) Review information maintained for regulatory or customer relationship purposes (including information collected pursuant to AML/KYC Procedures) to determine the Account Holder's residence. For this purpose, information indicating that the Account Holder's residence includes a place of incorporation or organisation, or an address in a Reportable Jurisdiction.
            (b) If the information indicates that the Account Holder is a Reportable Person, the Reporting Financial Institution must treat the account as a Reportable Account unless it obtains a self-certification from the Account Holder, or reasonably determines based on information in its possession or that is publicly available, that the Account Holder is not a Reportable Person.
            (2) Determine the Residence of the Controlling Persons of a Passive NFE.

            With respect to an Account Holder of a Pre-existing Entity Account (including an Entity that is a Reportable Person), the Reporting Financial Institution must determine whether the Account Holder is a Passive NFE with one or more Controlling Persons and determine the residence of such Controlling Persons. If any of the Controlling Persons of a Passive NFE is a Reportable Person, then the account must be treated as a Reportable Account. In making these determinations the Reporting Financial Institution must follow the guidance in subparagraphs C(2)(a) through (c) in the order most appropriate under the circumstances.
            (a) Determining whether the Account Holder is a Passive NFE. For purposes of determining whether the Account Holder is a Passive NFE, the Reporting Financial Institution must obtain a self-certification from the Account Holder to establish its status, unless it has information in its possession or that is publicly available, based on which it can reasonably determine that the Account Holder is an Active NFE or a Financial Institution other than an Investment Entity described in subparagraph A(6)(b) of Part 8 that is not a Participating ADGM Financial Institution.
            (b) Determining the Controlling Persons of an Account Holder. For the purposes of determining the Controlling Persons of an Account Holder, a Reporting Financial Institution may rely on information collected and maintained pursuant to AML/KYC Procedures.
            (c) Determining the residence of a Controlling Person of a Passive NFE. For the purposes of determining the residence of a Controlling Person of a Passive NFE, a Reporting Financial Institution may rely on:
            (i) information collected and maintained pursuant to AML/KYC Procedures in the case of a Pre-existing Entity Account held by one or more NFEs with an aggregate account balance or value that does not exceed USD 1 000 000; or
            (ii) a self-certification from the Account Holder or such Controlling Person of the jurisdiction(s) in which the controlling person is resident for tax purposes. If a self-certification is not provided, the Reporting Financial Institution will establish such residence(s) by applying the procedures described in paragraph C of Part 3.
            D. Timing of Review and Additional Procedures Applicable to Pre-existing Entity Accounts.
            (1) Review of Pre-existing Entity Accounts with an aggregate account balance or value that exceeds USD 250 000 as of 31 December 2016, must be completed by 31 December 2018.
            (2) Review of Pre-existing Entity Accounts with an aggregate account balance or value that does not exceed USD 250 000 as of 31 December 2016, but exceeds USD 250 000 as of 31 December of a subsequent year, must be completed within the calendar year following the year in which the aggregate account balance or value exceeds USD 250 000.
            (3) If there is a change of circumstances with respect to a Pre-existing Entity Account that causes the Reporting Financial Institution to know, or have reason to know, that the self-certification or other documentation associated with an account is incorrect or unreliable, the Reporting Financial Institution must re-determine the status of the account in accordance with the procedures set forth in paragraph C.
            Amended on (12 September, 2019).

          • Part 6 Due Diligence for New Entity Accounts

            The following procedures apply with respect to New Entity Accounts.

            A. Review Procedures for Identifying Entity Accounts With Respect to Which Reporting Is Required.

            For New Entity Accounts, a Reporting Financial Institution must apply the following review procedures:
            (1) Determine the Residence of the Entity.
            (a) Obtain a self-certification, which may be part of the account opening documentation, that allows the Reporting Financial Institution to determine the Account Holder's residence(s) for tax purposes and confirm the reasonableness of such self-certification based on the information obtained by the Reporting Financial Institution in connection with the opening of the account, including any documentation collected pursuant to AML/KYC Procedures. If the Entity certifies that it has no residence for tax purposes, the Reporting Financial Institution may rely on the address of the principal office of the Entity to determine the residence of the Account Holder.
            (b) If the self-certification indicates that the Account Holder is resident in a Reportable Jurisdiction, the Reporting Financial Institution must treat the account as a Reportable Account, unless it reasonably determines based on information in its possession or that is publicly available that the Account Holder is not a Reportable Person with respect to such Reportable Jurisdiction.
            (2) Determine the Residence of the Controlling Persons of a Passive NFE.

            With respect to an Account Holder of a New Entity Account (including an Entity that is a Reportable Person), the Reporting Financial Institution must determine whether the Account Holder is a Passive NFE with one or more Controlling Persons and determine the residence of such Reportable Persons. If any of the Controlling Persons of a Passive NFE is a Reportable Person, then the account must be treated as a Reportable Account. In making these determinations the Reporting Financial Institution must follow the guidance in subparagraphs A(2)(a) through (c) in the order most appropriate under the circumstances.
            (a) Determining whether the Account Holder is a Passive NFE.

            For purposes of determining whether the Account Holder is a Passive NFE, the Reporting Financial Institution must rely on a self-certification from the Account Holder to establish its status, unless it has information in its possession or that is publicly available, based on which it can reasonably determine that the Account Holder is an Active NFE or a Financial Institution other than an Investment Entity described in subparagraph A(6)(b) of Part 8 that is not a Participating ADGM Financial Institution.
            (b) Determining the Controlling Persons of an Account Holder.

            For purposes of determining the Controlling Persons of an Account Holder, a Reporting Financial Institution may rely on information collected and maintained pursuant to AML/KYC Procedures.
            (c) Determining the residence of a Controlling Person of a Passive NFE.

            For purposes of determining the residence of a Controlling Person of a Passive NFE, a Reporting Financial Institution may rely on a self-certification from the Account Holder or such Controlling Person.
            Amended on (12 September, 2019).

          • Part 7 Special Due Diligence Rules

            The following additional rules apply in implementing the due diligence procedures described above:

            A. Reliance on Self-Certifications and Documentary Evidence.

            A Reporting Financial Institution may not rely on a self- certification or Documentary Evidence if the Reporting Financial Institution knows or has reason to know that the self-certification or Documentary Evidence is incorrect or unreliable.
            B. Alternative Procedures for Financial Accounts held by Individual Beneficiaries of a Cash Value Insurance Contract or an Annuity Contract and for a Group Cash Value Insurance Contract or Group Annuity Contract.

            A Reporting Financial Institution may presume that an individual beneficiary (other than the owner) of a Cash Value Insurance Contract or an Annuity Contract receiving a death benefit is not a Reportable Person and may treat such Financial Account as other than a Reportable Account unless the Reporting Financial Institution has actual knowledge, or reason to know, that the beneficiary is a Reportable Person. A Reporting Financial Institution has reason to know that a beneficiary of a Cash Value Insurance Contract or an Annuity Contract is a Reportable Person if the information collected by the Reporting Financial Institution and associated with the beneficiary contains indicia as described in paragraph B of Part 3. If a Reporting Financial Institution has actual knowledge, or reason to know, that the beneficiary is a Reportable Person, the Reporting Financial Institution must follow the procedures in paragraph B of Part 3.

            A Reporting Financial Institution may treat a Financial Account that is a member's interest in a Group Cash Value Insurance Contract or Group Annuity Contract as a Financial Account that is not a Reportable Account until the date on which an amount is payable to the employee/certificate holder or beneficiary, if the Financial Account that is a member's interest in a Group Cash Value Insurance Contract or Group Annuity Contract meets the following requirements:
            (a) the Group Cash Value Insurance Contract or Group Annuity Contract is issued to an employer and covers 25 or more employees/certificate holders;
            (b) the employee/certificate holders are entitled to receive any contract value related to their interests and to name beneficiaries for the benefit payable upon the employee's death; and
            (c) the aggregate amount payable to any employee/certificate holder or beneficiary does not exceed USD 1 000 000.
            The term "Group Cash Value Insurance Contract" means a Cash Value Insurance Contract that (i) provides coverage on individuals who are affiliated through an employer, trade association, labour union, or other association or group; and (ii) charges a premium for each member of the group (or member of a class within the group) that is determined without regard to the individual health characteristics other than age, gender, and smoking habits of the member (or class of members) of the group.

            The term "Group Annuity Contract" means an Annuity Contract under which the obligees are individuals who are affiliated through an employer, trade association, labour union, or other association or group.
            C. Account Balance Aggregation and Currency Rules.
            (1) Aggregation of Individual Accounts.

            For purposes of determining the aggregate balance or value of Financial Accounts held by an individual, a Reporting Financial Institution is required to aggregate all Financial Accounts maintained by the Reporting Financial Institution, or by a Related Entity, but only to the extent that the Reporting Financial Institution's computerised systems link the Financial Accounts by reference to a data element such as client number or TIN, and allow account balances or values to be aggregated. Each holder of a jointly held Financial Account shall be attributed the entire balance or value of the jointly held Financial Account for purposes of applying the aggregation requirements described in this subparagraph.
            (2) Aggregation of Entity Accounts.

            For purposes of determining the aggregate balance or value of Financial Accounts held by an Entity, a Reporting Financial Institution is required to take into account all Financial Accounts that are maintained by the Reporting Financial Institution, or by a Related Entity, but only to the extent that the Reporting Financial Institution's computerised systems link the Financial Accounts by reference to a data element such as client number or TIN, and allow account balances or values to be aggregated. Each holder of a jointly held Financial Account shall be attributed the entire balance or value of the jointly held Financial Account for purposes of applying the aggregation requirements described in this subparagraph.
            (3) Special Aggregation Rule Applicable to Relationship Managers.

            For purposes of determining the aggregate balance or value of Financial Accounts held by a person to determine whether a financial account is a High Value Account, a Reporting Financial Institution is also required, in the case of any Financial Accounts that a relationship manager knows, or has reason to know, are directly or indirectly owned, controlled, or established (other than in a fiduciary capacity) by the same person, to aggregate all such accounts.
            (4) Amounts Read to Include Equivalent in Other Currencies.
            (a) All dollar amounts are in US dollars and shall be read to include equivalent amounts in other currencies, as determined by domestic law.
            (b) In determining the balance or value of an account denominated in a currency (other than US dollars) for the purposes of these Regulations, the financial institution shall translate the relevant US dollars threshold amount described in these Regulations into the other currency by reference to the spot rate of exchange on the date for which the institution is determining the threshold amounts.
            (5) Accounts with negative balance.

            An account with a balance or value that is negative is deemed to have a balance or value equal to nil.

          • Part 8 Defined Terms

            The following terms have the meanings set forth below:

            A. Reporting Financial Institution
            (1) The term "Reporting Financial Institution" means any ADGM Financial Institution that is not a Non-Reporting Financial Institution. The term "ADGM Financial Institution" means: (i) any Financial Institution that is resident in the ADGM, but excludes any branch of that Financial Institution that is located outside of the ADGM; and (ii) any branch of a Financial Institution that is not resident in the ADGM, if that branch is located in the ADGM.
            (2) The term "Participating ADGM Financial Institution" means (i) any Financial Institution that is resident in a Participating Jurisdiction, but excludes any branch of that Financial Institution that is located outside such Participating Jurisdiction; and (ii) any branch of a Financial Institution that is not resident in a Participating Jurisdiction, if that branch is located in such Participating Jurisdiction.
            (3) The term "Financial Institution" means a Custodial Institution, a Depository Institution, an Investment Entity, or a Specified Insurance Company.
            (4) The term "Custodial Institution" means any Entity that holds, as a substantial portion of its business, Financial Assets for the account of others. An Entity holds Financial Assets for the account of others as a substantial portion of its business if the Entity's gross income attributable to the holding of Financial Assets and related financial services equals or exceeds 20% of the Entity's gross income during the shorter of: (i) the three-year period that ends on 31 December prior to the year in which the determination is being made; or (ii) the period during which the Entity has been in existence.
            (5) The term "Depository Institution" means any Entity that accepts deposits in the ordinary course of a banking or similar business.
            (6) The term "Investment Entity" means any Entity:
            (a) that primarily conducts as a business one or more of the following activities or operations for or on behalf of a customer:
            (i) trading in money market instruments (cheques, bills, certificates of deposit, derivatives, etc.); foreign exchange; exchange, interest rate and index instruments; transferable securities; or commodity futures trading;
            (ii) individual and collective portfolio management; or
            (iii) otherwise investing, administering, or managing Financial Assets or money on behalf of other persons; or
            (b) the gross income of which is primarily attributable to investing, reinvesting, or trading in Financial Assets, if the Entity is managed by another Entity that is a Depository Institution, a Custodial Institution, a Specified Insurance Company, or an Investment Entity described in subparagraph A(6)(a).
            An Entity is treated as primarily conducting as a business one or more of the activities described in subparagraph A(6)(a), or an Entity's gross income is primarily attributable to investing, reinvesting, or trading in Financial Assets for the purposes of subparagraph A(6)(b), if the Entity's gross income attributable to the relevant activities equals or exceeds 50% of the Entity's gross income during the shorter of: (i) the three-year period ending on 31 December of the year preceding the year in which the determination is made; or (ii) the period during which the Entity has been in existence. The term "Investment Entity" does not include an Entity that is an Active NFE because that Entity meets any of the criteria in subparagraphs D(9)(d) through (g).

            This paragraph shall be interpreted in a manner consistent with similar language set forth in the definition of "financial institution" in the Financial Action Task Force Recommendations.
            (7) The term "Financial Asset" includes a security (for example, a share of stock in a corporation; partnership or beneficial ownership interest in a widely held or publicly traded partnership or trust; note, bond, debenture, or other evidence of indebtedness), partnership interest, commodity, swap (for example, interest rate swaps, currency swaps, basis swaps, interest rate caps, interest rate floors, commodity swaps, equity swaps, equity index swaps, and similar agreements), Insurance Contract or Annuity Contract, or any interest (including a futures or forward contract or option) in a security, partnership interest, commodity, swap, Insurance Contract, or Annuity Contract. The term "Financial Asset" does not include a non-debt, direct interest in real property.
            (8) The term "Specified Insurance Company" means any Entity that is an insurance company (or the holding company of an insurance company) which issues, or is obligated to make payments with respect to, a Cash Value Insurance Contract or an Annuity Contract.
            B. Non-Reporting Financial Institution
            (1) The term "Non-Reporting Financial Institution" means any Financial Institution that is:
            (a) a Governmental Entity, International Organisation or Central Bank, other than with respect to a payment that is derived from an obligation held in connection with a commercial financial activity of a type engaged in by a Specified Insurance Company, Custodial Institution, or Depository Institution;
            (b) a Broad Participation Retirement Fund; a Narrow Participation Retirement Fund; a Pension Fund of a Governmental Entity, International Organisation or Central Bank; or a Qualified Credit Card Issuer;
            (c) any other Entity that presents a low risk of being used to evade tax, has substantially similar characteristics to any of the Entities described in subparagraphs B(1)(a) and (b), and is included in the list of Non-Reporting Financial Institutions referred to in Annex 1 of these Regulations, provided that the status of such Entity as a Non-Reporting Financial Institution does not frustrate the purposes of these Regulations;
            (d) an Exempt Collective Investment Vehicle; or
            (e) a trust to the extent that the trustee of the trust is a Reporting Financial Institution and reports all information required to be reported pursuant to Part 1 with respect to all Reportable Accounts of the trust.
            (2) The term "Governmental Entity" means the government of a jurisdiction, any political subdivision of a jurisdiction (which, for the avoidance of doubt, includes a state, province, county, or municipality), or any wholly owned agency or instrumentality of a jurisdiction or of any one or more of the foregoing (each, a "Governmental Entity"). This category is comprised of the integral parts, controlled entities, and political subdivisions of a jurisdiction.
            (a) An "integral part" of a jurisdiction means any person, organisation, agency, bureau, fund, instrumentality, or other body, however designated, that constitutes a governing authority of a jurisdiction. The net earnings of the governing authority must be credited to its own account or to other accounts of the jurisdiction, with no portion inuring to the benefit of any private person. An integral part does not include any individual who is a sovereign, official, or administrator acting in a private or personal capacity.
            (b) A "controlled entity" means an Entity which is separate in form from the jurisdiction or that otherwise constitutes a separate juridical entity, provided that:
            (i) the Entity is wholly owned and controlled by one or more Governmental Entities directly or through one or more controlled entities;
            (ii) the Entity's net earnings are credited to its own account or to the accounts of one or more Governmental Entities, with no portion of its income inuring to the benefit of any private person; and
            (iii) the Entity's assets vest in one or more Governmental Entities upon dissolution.
            (c) Income does not inure to the benefit of private persons if such persons are the intended beneficiaries of a governmental programme, and the programme activities are performed for the general public with respect to the common welfare or relate to the administration of some phase of government. Notwithstanding the foregoing, however, income is considered to inure to the benefit of private persons if the income is derived from the use of a Governmental Entity to conduct a commercial business, such as a commercial banking business, that provides financial services to private persons.
            (3) The term "International Organisation" means any international organisation or wholly owned agency or instrumentality thereof. This category includes any intergovernmental organisation (including a supranational organisation) (i) that is comprised primarily of governments; (ii) that has in effect a headquarters or substantially similar agreement with the jurisdiction; and (iii) the income of which does not inure to the benefit of private persons.
            (4) The term "Central Bank" means an institution that is by law or government sanction the principal authority, other than the government of the jurisdiction itself, issuing instruments intended to circulate as currency. Such an institution may include an instrumentality that is separate from the government of the jurisdiction, whether or not owned in whole or in part by the jurisdiction.
            (5) The term "Broad Participation Retirement Fund" means a fund established to provide retirement, disability, or death benefits, or any combination thereof, to beneficiaries who are current or former employees (or persons designated by such employees) of one or more employers in consideration for services rendered, provided that the fund:
            (a) does not have a single beneficiary with a right to more than 5% of the fund's assets;
            (b) is subject to government regulation and provides information reporting to the tax authorities; and
            (c) satisfies at least one of the following requirements:
            (i) the fund is generally exempt from tax on investment income, or taxation of such income is deferred or taxed at a reduced rate, due to its status as a retirement or pension plan;
            (ii) the fund receives at least 50% of its total contributions (other than transfers of assets from other plans described in subparagraphs B(5) through (7) or from retirement and pension accounts described in subparagraph C(17)(a)) from the sponsoring employers;
            (iii) distributions or withdrawals from the fund are allowed only upon the occurrence of specified events related to retirement, disability, or death (except rollover distributions to other retirement funds described in subparagraphs B(5) through (7) or retirement and pension accounts described in subparagraph C(17)(a)), or penalties apply to distributions or withdrawals made before such specified events; or
            (iv) contributions (other than certain permitted make-up contributions) by employees to the fund are limited by reference to earned income of the employee or may not exceed USD 50 000 annually, applying the rules set forth in paragraph C of Part 7 for account aggregation and currency translation.
            (6) The term "Narrow Participation Retirement Fund" means a fund established to provide retirement, disability, or death benefits to beneficiaries who are current or former employees (or persons designated by such employees) of one or more employers in consideration for services rendered, provided that:
            (a) the fund has fewer than 50 participants;
            (b) the fund is sponsored by one or more employers that are not Investment Entities or Passive NFEs;
            (c) the employee and employer contributions to the fund (other than transfers of assets from retirement and pension accounts described in subparagraph C(17)(a)) are limited by reference to earned income and compensation of the employee, respectively;
            (d) participants that are not residents of the jurisdiction in which the fund is established are not entitled to more than 20 % of the fund's assets; and
            (e) the fund is subject to government regulation and provides information reporting to the tax authorities.
            (7) The term "Pension Fund of a Governmental Entity, International Organisation or Central Bank" means a fund established by a Governmental Entity, International Organisation or Central Bank to provide retirement, disability, or death benefits to beneficiaries or participants who are current or former employees (or persons designated by such employees), or who are not current or former employees, if the benefits provided to such beneficiaries or participants are in consideration of personal services performed for the Governmental Entity, International Organisation or Central Bank.
            (8) The term "Qualified Credit Card Issuer" means a Financial Institution satisfying the following requirements:
            (a) the Financial Institution is a Financial Institution solely because it is an issuer of credit cards that accepts deposits only when a customer makes a payment in excess of a balance due with respect to the card and the overpayment is not immediately returned to the customer; and
            (b) beginning on or before 1 January 2017, the Financial Institution implements policies and procedures either to prevent a customer from making an overpayment in excess of USD 50 000, or to ensure that any customer overpayment in excess of that amount is refunded to the customer within 60 days, in each case applying the rules set forth in paragraph C of Part 7 for account aggregation and currency translation. For this purpose, a customer overpayment does not refer to credit balances to the extent of disputed charges but does include credit balances resulting from merchandise returns.
            (9) The term "Exempt Collective Investment Vehicle" means an Investment Entity that is regulated as a collective investment vehicle, provided that all of the interests in the collective investment vehicle are held by or through individuals or Entities that are not Reportable Persons, except a Passive NFE with Controlling Persons who are Reportable Persons.
            C. Financial Account
            (1) The term "Financial Account" means an account maintained by a Financial Institution, and includes a Depository Account, a Custodial Account and:
            (a) in the case of an Investment Entity, any equity or debt interest in the Financial Institution. Notwithstanding the foregoing, the term "Financial Account" does not include any equity or debt interest in an Entity that is an Investment Entity solely because it (i) renders investment advice to, and acts on behalf of, or (ii) manages portfolios for, and acts on behalf of, a customer for the purpose of investing, managing, or administering Financial Assets deposited in the name of the customer with a Financial Institution other than such Entity;
            (b) in the case of a Financial Institution not described in subparagraph C(1)(a), any equity or debt interest in the Financial Institution, if the class of interests was established with the purpose of avoiding reporting in accordance with Part 1; and
            (c) any Cash Value Insurance Contract and any Annuity Contract issued or maintained by a Financial Institution, other than a non-investment-linked, non-transferable immediate life annuity that is issued to an individual and monetises a pension or disability benefit provided under an account that is an Excluded Account.
            The term "Financial Account" does not include any account that is an Excluded Account.
            (2) The term "Depository Account" includes any commercial, checking, savings, time, or thrift account, or an account that is evidenced by a certificate of deposit, thrift certificate, investment certificate, certificate of indebtedness, or other similar instrument maintained by a Financial Institution in the ordinary course of a banking or similar business. A Depository Account also includes an amount held by an insurance company pursuant to a guaranteed investment contract or similar agreement to pay or credit interest thereon.
            (3) The term "Custodial Account" means an account (other than an Insurance Contract or Annuity Contract) which holds one or more Financial Assets for the benefit of another person.
            (4) The term "Equity Interest" means, in the case of a partnership that is a Financial Institution, either a capital or profits interest in the partnership. In the case of a trust that is a Financial Institution, an Equity Interest is considered to be held by any person treated as a settlor or beneficiary of all or a portion of the trust, or any other natural person exercising ultimate effective control over the trust. A Reportable Person will be treated as being a beneficiary of a trust if such Reportable Person has the right to receive directly or indirectly (for example, through a nominee) a mandatory distribution or may receive, directly or indirectly, a discretionary distribution from the trust.
            (5) The term "Insurance Contract" means a contract (other than an Annuity Contract) under which the issuer agrees to pay an amount upon the occurrence of a specified contingency involving mortality, morbidity, accident, liability, or property risk.
            (6) The term "Annuity Contract" means a contract under which the issuer agrees to make payments for a period of time determined in whole or in part by reference to the life expectancy of one or more individuals. The term also includes a contract that is considered to be an Annuity Contract in accordance with the law, regulation, or practice of the jurisdiction in which the contract was issued, and under which the issuer agrees to make payments for a term of years.
            (7) The term "Cash Value Insurance Contract" means an Insurance Contract (other than an indemnity reinsurance contract between two insurance companies) that has a Cash Value.
            (8) The term "Cash Value" means the greater of (i) the amount that the policyholder is entitled to receive upon surrender or termination of the contract (determined without reduction for any surrender charge or policy loan); and (ii) the amount the policyholder can borrow under or with regard to the contract. Notwithstanding the foregoing, the term "Cash Value" does not include an amount payable under an Insurance Contract:
            (a) solely by reason of the death of an individual insured under a life insurance contract;
            (b) as a personal injury or sickness benefit or other benefit providing indemnification of an economic loss incurred upon the occurrence of the event insured against;
            (c) as a refund of a previously paid premium (less cost of insurance charges whether or not actually imposed) under an Insurance Contract (other than an investment-linked life insurance or annuity contract) due to cancellation or termination of the contract, decrease in risk exposure during the effective period of the contract, or arising from the correction of a posting or similar error with regard to the premium for the contract;
            (d) as a policyholder dividend (other than a termination dividend) provided that the dividend relates to an Insurance Contract under which the only benefits payable are described in subparagraph C(8)(b); or
            (e) as a return of an advance premium or premium deposit for an Insurance Contract for which the premium is payable at least annually if the amount of the advance premium or premium deposit does not exceed the next annual premium that will be payable under the contract.
            (9) The term "Pre-existing Account" means a Financial Account maintained by a Reporting Financial Institution as of 31 December 2016.

            The term "Pre-existing Account" means
            (a) a Financial Account maintained by a Reporting Financial Institution as of 31 December 2016;
            (b) any Financial Account of an Account Holder, regardless of the date such Financial Account was opened, if:
            (i) the Account Holder also holds with the Reporting Financial Institution (or with a Related Entity within the same jurisdiction as the Reporting Financial Institution) a Financial Account that is a Pre-existing Account under subparagraph C(9)(a);
            (ii) the Reporting Financial Institution (and, as applicable, the Related Entity within the same jurisdiction as the Reporting Financial Institution) treats both of the aforementioned Financial Accounts, and any other Financial Accounts of the Account Holder that are treated as Pre-existing Accounts under this subparagraph, as a single Financial Account for purposes of satisfying the standards of knowledge requirements described in paragraph A of Part 7, and for purposes of determining the balance or value of any of the Financial Accounts when applying any of the account thresholds;
            (iii) with respect to a Financial Account that is subject to AML/KYC Procedures, the Reporting Financial Institution is permitted to satisfy such AML/KYC Procedures for the Financial Account by relying upon the AML/KYC Procedures performed for the Pre-existing Account described in subparagraph C(9)(a); and
            (iv) the opening of the Financial Account does not require the provision of new, additional or amended customer information by the Account Holder other than for the purposes of this Directive.
            (10) The term "New Account" means a Financial Account maintained by a Reporting Financial Institution opened on or after 1 January 2017 unless it is treated as a Preexisting Account under subparagraph C(9)(b).
            (11) The term "Pre-existing Individual Account" means a Pre-existing Account held by one or more individuals.
            (12) The term "New Individual Account" means a New Account held by one or more individuals.
            (13) The term "Pre-existing Entity Account" means a Pre-existing Account held by one or more Entities.
            (14) The term "Lower Value Account" means a Pre-existing Individual Account with an aggregate balance or value as of 31 December 2016 that does not exceed USD 1 000 000.
            (15) The term "High Value Account" means a Pre-existing Individual Account with an aggregate balance or value that exceeds USD 1 000 000 as of 31 December 2016, or 31 December of any subsequent year.
            (16) The term "New Entity Account" means a New Account held by one or more Entities.
            (17) The term "Excluded Account" means any of the following accounts:
            (a) a retirement or pension account that satisfies the following requirements:
            (i) the account is subject to regulation as a personal retirement account or is part of a registered or regulated retirement or pension plan for the provision of retirement or pension benefits (including disability or death benefits);
            (ii) the account is tax-favoured (i.e., contributions to the account that would otherwise be subject to tax are deductible or excluded from the gross income of the Account Holder or taxed at a reduced rate, or taxation of investment income from the account is deferred or taxed at a reduced rate);
            (iii) information reporting is required to the tax authorities with respect to the account;
            (iv) withdrawals are conditioned on reaching a specified retirement age, disability, or death, or penalties apply to withdrawals made before such specified events; and
            (v) either (i) annual contributions are limited to USD 50 000 or less; or (ii) there is a maximum lifetime contribution limit to the account of USD 1 000 000 or less, in each case applying the rules set forth in paragraph C of Part 7 for account aggregation and currency translation.
            A Financial Account that otherwise satisfies the requirement of subparagraph C(17)(a)(v) will not fail to satisfy such requirement solely because such Financial Account may receive assets or funds transferred from one or more Financial Accounts that meet the requirements of subparagraph C(17)(a) or (b) or from one or more retirement or pension funds that meet the requirements of any of subparagraphs B(5) through (7);
            (b) an account that satisfies the following requirements:
            (i) the account is subject to regulation as an investment vehicle for purposes other than for retirement and is regularly traded on an established securities market, or the account is subject to regulation as a savings vehicle for purposes other than for retirement;
            (ii) the account is tax-favoured (i.e., contributions to the account that would otherwise be subject to tax are deductible or excluded from the gross income of the Account Holder or taxed at a reduced rate, or taxation of investment income from the account is deferred or taxed at a reduced rate);
            (iii) withdrawals are conditioned on meeting specific criteria related to the purpose of the investment or savings account (for example, the provision of educational or medical benefits), or penalties apply to withdrawals made before such criteria are met; and
            (iv) annual contributions are limited to USD 50 000 or less, applying the rules set forth in paragraph C of Part 7 for account aggregation and currency translation.
            A Financial Account that otherwise satisfies the requirement of subparagraph C(17)(b)(iv) will not fail to satisfy such requirement solely because such Financial Account may receive assets or funds transferred from one or more Financial Accounts that meet the requirements of subparagraph C(17)(a) or (b) or from one or more retirement or pension funds that meet the requirements of any of subparagraphs B(5) through (7);
            (c) a life insurance contract with a coverage period that will end before the insured individual attains age 90, provided that the contract satisfies the following requirements:
            (i) periodic premiums, which do not decrease over time, are payable at least annually during the period the contract is in existence or until the insured attains age 90, whichever is shorter;
            (ii) the contract has no contract value that any person can access (by withdrawal, loan, or otherwise) without terminating the contract;
            (iii) the amount (other than a death benefit) payable upon cancellation or termination of the contract cannot exceed the aggregate premiums paid for the contract, less the sum of mortality, morbidity, and expense charges (whether or not actually imposed) for the period or periods of the contract's existence and any amounts paid prior to the cancellation or termination of the contract; and
            (iv) the contract is not held by a transferee for value;
            (d) an account that is held solely by an estate if the documentation for such account includes a copy of the deceased's will or death certificate;
            (e) an account established in connection with any of the following:
            (i) a court order or judgment;
            (ii) a sale, exchange, or lease of real or personal property, provided that the account satisfies the following requirements:
            i. the account is funded solely with a down payment, earnest money, deposit in an amount appropriate to secure an obligation directly related to the transaction, or a similar payment, or is funded with a Financial Asset that is deposited in the account in connection with the sale, exchange, or lease of the property,
            ii. the account is established and used solely to secure the obligation of the purchaser to pay the purchase price for the property, the seller to pay any contingent liability, or the lessor or lessee to pay for any damages relating to the leased property as agreed under the lease,
            iii. the assets of the account, including the income earned thereon, will be paid or otherwise distributed for the benefit of the purchaser, seller, lessor, or lessee (including to satisfy such person's obligation) when the property is sold, exchanged, or surrendered, or the lease terminates,
            iv. the account is not a margin or similar account established in connection with a sale or exchange of a Financial Asset, and
            v. the account is not associated with an account described in subparagraph C(17)(f);
            (iii) an obligation of a Financial Institution servicing a loan secured by real property to set aside a portion of a payment solely to facilitate the payment of taxes or insurance related to the real property at a later time;
            (iv) an obligation of a Financial Institution solely to facilitate the payment of taxes at a later time;
            (f) a Depository Account that satisfies the following requirements:
            (i) the account exists solely because a customer makes a payment in excess of a balance due with respect to a credit card or other revolving credit facility and the overpayment is not immediately returned to the customer; and
            (ii) beginning on or before 1 January 2017, the Financial Institution implements policies and procedures either to prevent a customer from making an overpayment in excess of USD 50 000, or to ensure that any customer overpayment in excess of that amount is refunded to the customer within 60 days, in each case applying the rules set forth in paragraph C of Part 7 for currency translation. For this purpose, a customer overpayment does not refer to credit balances to the extent of disputed charges but does include credit balances resulting from merchandise returns;
            (g) any other account that presents a low risk of being used to evade tax, has substantially similar characteristics to any of the accounts described in subparagraphs C(17)(a) through (f), and is included in the list of Excluded Accounts referred to in Annex 2 of these Regulations, provided that the status of such account as an Excluded Account does not frustrate the purposes of these Regulations.
            D. Reportable Account
            (1) The term "Reportable Account" means a Financial Account that is maintained by a Reporting Financial Institution and is held by one or more Reportable Persons or by a Passive NFE with one or more Controlling Persons that is a Reportable Person, provided it has been identified as such pursuant to the due diligence procedures described in Parts 2 through 7.
            (2) The term "Reportable Person" means a Reportable Jurisdiction Person other than: (i) a corporation the stock of which is regularly traded on one or more established securities markets; (ii) any corporation that is a Related Entity of a corporation described in clause (i); (iii) a Governmental Entity; (iv) an International Organisation; (v) a Central Bank; or (vi) a Financial Institution.
            (3) The term "Reportable Jurisdiction Person" means an individual or Entity that is resident in a Reportable Jurisdiction under the tax laws of such jurisdiction, or an estate of a decedent that was a resident of a Reportable Jurisdiction. For this purpose, an Entity such as a partnership, limited liability partnership or similar legal arrangement, which has no residence for tax purposes shall be treated as resident in the jurisdiction in which its place of effective management is situated.
            (4) The term "Reportable Jurisdiction" means:
            (a) for all other purposes, a jurisdiction other than the United States of America or the UAE, and
            (b) for the purposes of reporting the information the UAE Competent Authority under Part 1 of these Regulations, a jurisdiction which is identified in Annex 3 to these Regulations.
            (5) The term "Participating Jurisdiction" means a jurisdiction which is identified in Annex 4 to these Regulations.
            (6) The term "Controlling Persons" means the natural persons who exercise control over an Entity. In the case of a trust, that term means the settlor(s), the trustee(s), the protector(s) (if any), the beneficiary(ies) or class(es) of beneficiaries, and any other natural person(s) exercising ultimate effective control over the trust, and in the case of a legal arrangement other than a trust, such term means persons in equivalent or similar positions. The term "Controlling Persons" must be interpreted in a manner consistent with the Financial Action Task Force Recommendations.
            (7) The term "NFE" means any Entity that is not a Financial Institution.
            (8) The term "Passive NFE" means any: (i) NFE that is not an Active NFE; or (ii) an Investment Entity described in subparagraph A(6)(b) that is not a Participating ADGM Financial Institution.
            (9) The term "Active NFE" means any NFE that meets any of the following criteria:
            (a) less than 50% of the NFE's gross income for the preceding calendar year is passive income and less than 50% of the assets held by the NFE during the preceding calendar year are assets that produce or are held for the production of passive income;
            (b) the stock of the NFE is regularly traded on an established securities market or the NFE is a Related Entity of an Entity the stock of which is regularly traded on an established securities market;
            (c) the NFE is a Governmental Entity, an International Organisation, a Central Bank, or an Entity wholly owned by one or more of the foregoing;
            (d) substantially all of the activities of the NFE consist of holding (in whole or in part) the outstanding stock of, or providing financing and services to, one or more subsidiaries that engage in trades or businesses other than the business of a Financial Institution, except that an Entity does not qualify for this status if the Entity functions (or holds itself out) as an investment fund, such as a private equity fund, venture capital fund, leveraged buyout fund, or any investment vehicle whose purpose is to acquire or fund companies and then hold interests in those companies as capital assets for investment purposes;
            (e) the NFE is not yet operating a business and has no prior operating history, but is investing capital into assets with the intent to operate a business other than that of a Financial Institution, provided that the NFE does not qualify for this exception after the date that is 24 months after the date of the initial organisation of the NFE;
            (f) the NFE was not a Financial Institution in the past five years, and is in the process of liquidating its assets or is reorganising with the intent to continue or recommence operations in a business other than that of a Financial Institution;
            (g) the NFE primarily engages in financing and hedging transactions with, or for, Related Entities that are not Financial Institutions, and does not provide financing or hedging services to any Entity that is not a Related Entity, provided that the group of any such Related Entities is primarily engaged in a business other than that of a Financial Institution; or
            (h) the NFE meets all of the following requirements:
            (i) it is established and operated in its jurisdiction of residence exclusively for religious, charitable, scientific, artistic, cultural, athletic, or educational purposes; or it is established and operated in its jurisdiction of residence and it is a professional organisation, business league, chamber of commerce, labour organisation, agricultural or horticultural organisation, civic league or an organisation operated exclusively for the promotion of social welfare;
            (ii) it is exempt from income tax in its jurisdiction of residence;
            (iii) it has no shareholders or members who have a proprietary or beneficial interest in its income or assets;
            (iv) the applicable laws of the NFE's jurisdiction of residence or the NFE's formation documents do not permit any income or assets of the NFE to be distributed to, or applied for the benefit of, a private person or non-charitable Entity other than pursuant to the conduct of the NFE's charitable activities, or as payment of reasonable compensation for services rendered, or as payment representing the fair market value of property which the NFE has purchased; and
            (v) the applicable laws of the NFE's jurisdiction of residence or the NFE's formation documents require that, upon the NFE's liquidation or dissolution, all of its assets be distributed to a Governmental Entity or other non-profit organisation, or escheat to the government of the NFE's jurisdiction of residence or any political subdivision thereof.
            E. Miscellaneous
            (1) The term "Account Holder" means the person listed or identified as the holder of a Financial Account by the Financial Institution that maintains the account. A person, other than a Financial Institution, holding a Financial Account for the benefit or account of another person as agent, custodian, nominee, signatory, investment advisor, or intermediary, is not treated as holding the account for purposes of this Directive, and such other person is treated as holding the account. In the case of a Cash Value Insurance Contract or an Annuity Contract, the Account Holder is any person entitled to access the Cash Value or change the beneficiary of the contract. If no person can access the Cash Value or change the beneficiary, the Account Holder is any person named as the owner in the contract and any person with a vested entitlement to payment under the terms of the contract. Upon the maturity of a Cash Value Insurance Contract or an Annuity Contract, each person entitled to receive a payment under the contract is treated as an Account Holder.
            (2) The term "AML/KYC Procedures" means the customer due diligence procedures of a Reporting Financial Institution pursuant to the anti-money laundering or similar requirements to which such Reporting Financial Institution is subject under domestic law.
            (3) The term "Entity" means a legal person or a legal arrangement, such as a corporation, partnership, trust, or foundation.
            (4) An Entity is a "Related Entity" of another Entity if either Entity controls the other Entity, or the two Entities are under common control. For this purpose control includes direct or indirect ownership of more than 50% of the vote and value in an Entity.
            (5) An Entity is a "Related Entity" of another Entity if (a) either Entity controls the other Entity; (b) the two Entities are under common control; or (c) the two Entities are Investment Entities described in subparagraph A(6)(b), are under common management, and such management fulfils the due diligence obligations of such Investment Entities. For this purpose control includes direct or indirect ownership of more than 50% of the vote and value in an Entity.
            (6) The term "TIN" means Taxpayer Identification Number (or functional equivalent in the absence of a Taxpayer Identification Number).
            (7) The term "Documentary Evidence" includes any of the following:
            (a) a certificate of residence issued by an authorised government body (for example, a government or agency thereof, or a municipality) of the jurisdiction in which the payee claims to be a resident;
            (b) with respect to an individual, any valid identification issued by an authorised government body (for example, a government or agency thereof, or a municipality), that includes the individual's name and is typically used for identification purposes;
            (c) with respect to an Entity, any official documentation issued by an authorised government body (for example, a government or agency thereof, or a municipality) that includes the name of the Entity and either the address of its principal office in the jurisdiction in which it claims to be a resident or the jurisdiction in which the Entity was incorporated or organised;
            (d) any audited financial statement, third-party credit report, bankruptcy filing, or securities regulator's report.
            With respect to a Pre-existing Entity Account, Reporting Financial Institutions may use as Documentary Evidence any classification in the Reporting Financial Institution's records with respect to the Account Holder that was determined based on a standardised industry coding system, that was recorded by the Reporting Financial Institution consistent with its normal business practices for purposes of AML/KYC Procedures or another regulatory purposes (other than for tax purposes) and that was implemented by the Reporting Financial Institution prior to the date used to classify the Financial Account as a Pre-existing Account, provided that the Reporting Financial Institution does not know or does not have reason to know that such classification is incorrect or unreliable. The term "standardised industry coding system" means a coding system used to classify establishments by business type for purposes other than tax purposes.
            Amended on (12 September, 2019).

          • Part 9 Complementary Reporting and Due Diligence Rules for Financial Account Information

            A. Change in circumstances
            (1) A "change in circumstances" includes any change that results in the addition of information relevant to a person's status or otherwise conflicts with such person's status. In addition, a change in circumstances includes any change or addition of information to the Account Holder's account (including the addition, substitution, or other change of an Account Holder) or any change or addition of information to any account associated with such account (applying the account aggregation rules described in subparagraphs C(1) through (3) of Part 7 of Annex I) if such change or addition of information affects the status of the Account Holder.
            (2) If a Reporting Financial Institution has relied on the residence address test described in subparagraph B(1) of Part 3 of Annex I and there is a change in circumstances that causes the Reporting Financial Institution to know or have reason to know that the original Documentary Evidence (or other equivalent documentation) is incorrect or unreliable, the Reporting Financial Institution must, by the later of the last day of the relevant calendar year, or 90 calendar days following the notice or discovery of such change in circumstances, obtain a self-certification and new Documentary Evidence to establish the residence(s) for tax purposes of the Account Holder. If the Reporting Financial Institution cannot obtain the self-certification and new Documentary Evidence by such date, the Reporting Financial Institution must apply the electronic record search procedure described in subparagraphs B(2) through (6) of Part 3.
            B. Self-certification for New Entity Accounts
            (1) With respect to New Entity Accounts, for the purposes of determining whether a Controlling Person of a Passive NFE is a Reportable Person, a Reporting Financial Institution may only rely on a self-certification from either the Account Holder or the Controlling Person.
            C. Residence of a Financial Institution
            (1) A Financial Institution is "resident" in a Participating Jurisdiction if it is subject to the jurisdiction of such Participating Jurisdiction in that the Participating Jurisdiction is able to enforce reporting by the Financial Institution).
            (2) In the case of a trust that is a Financial Institution (irrespective of whether it is resident for tax purposes in a Participating Jurisdiction), the trust is considered to be subject to the jurisdiction of a Participating Jurisdiction if one or more of its trustees are resident in such jurisdiction except if the trust reports all the information required to be reported under these Regulations with respect to Reportable Accounts maintained by the trust to another Participating Jurisdiction because it is resident for tax purposes in such other jurisdiction.
            (3) Where a Financial Institution (other than a trust) does not have a residence for tax purposes (for example, because it is treated as fiscally transparent, or it is located in a jurisdiction that does not have an income tax), it is considered to be subject to the jurisdiction of a Participating Jurisdiction and it is, thus, a Participating ADGM Financial Institution if:
            (a) it is incorporated under the laws of the Participating Jurisdiction;
            (b) it has its place of management (including effective management) in the Participating Jurisdiction; or
            (c) it is subject to financial supervision in the Participating Jurisdiction.
            (4) Where a Financial Institution (other than a trust) is resident in two or more Participating Jurisdiction, such Financial Institution will be subject to the reporting and due diligence obligations of the Participating Jurisdiction in which it maintains the Financial Account(s).
            D. Account maintained
            (1) In general, an account would be considered to be maintained by a Financial Institution as follows:
            (a) in the case of a Custodial Account, by the Financial Institution that holds custody over the assets in the account (including a Financial Institution that holds assets in street name for an Account Holder in such institution);
            (b) in the case of a Depository Account, by the Financial Institution that is obligated to make payments with respect to the account (excluding an agent of a Financial Institution regardless of whether such agent is a Financial Institution);
            (c) in the case of any equity or debt interest in a Financial Institution that constitutes a Financial Account, by such Financial Institution;
            (d) in the case of a Cash Value Insurance Contract or an Annuity Contract, by the Financial Institution that is obligated to make payments with respect to the contract.
            E. Trusts that are Passive NFEs
            (1) An Entity such as a partnership, limited liability partnership or similar legal arrangement that has no residence for tax purposes, according to subparagraph D(3) of Part 8, shall be treated as resident in the jurisdiction in which its place of effective management is situated. For these purposes, a legal person or a legal arrangement is considered "similar" to a partnership and a limited liability partnership where it is not treated as a taxable unit in a Participating Jurisdiction under the tax laws of such jurisdiction. However, in order to avoid duplicate reporting (given the wide scope of the term "Controlling Persons" in the case of trusts), a trust that is a Passive NFE may not be considered a similar legal arrangement.
            F. Address of Entity's principal office
            (1) One of the requirements described in subparagraph E(6)(c) of Part 8 is that, with respect to an Entity, the official documentation includes either the address of the Entity's principal office in a jurisdiction in which it claims to be a resident or a jurisdiction in which the Entity was incorporated or organised. The address of the Entity's principal office is generally the place in which its place of effective management is situated.
            (2) The address of a Financial Institution with which the Entity maintains an account, a post office box, or an address used solely for mailing purposes is not the address of the Entity's principal office unless such address is the only address used by the Entity and appears as the Entity's registered address in the Entity's organisational documents.
            (3) An address that is provided subject to instructions to hold all mail to that address is not the address of the Entity's principal office.

            ANNEX 1

            (Part 8)

            NON-REPORTING FINANCIAL INSTITUTIONS

            For the purposes of the Standard, the following are non-reporting financial institutions:

            •   Not applicable as at the date of publication of these amendments.

            ANNEX 2

            (Part 8)

            EXCLUDED ACCOUNTS

            For the purposes of the Standard the following are excluded accounts:

            •   Not applicable as at the date of publication of these amendments.

            ANNEX 3

            (Part 8)

            REPORTABLE JURISDICTIONS

            For the purposes of the Standard, the following are reportable jurisdictions:

            •   As per the list published by the UAE Competent Authority on its website from time to time.

            ANNEX 4

            (Part 8)

            PARTICIPATING JURISDICTIONS

            For the purposes of the Standard, the following are participating jurisdictions.

            •   As per the list published by the UAE Competent Authority on its website from time to time.
            Amended on (12 September, 2019).

        • Schedule 2 Penalties and Fees

          Penalties and Fees

          Every Reporting Financial Institution which fails to comply with a duty or obligation imposed by these Regulations is liable to the penalties and or fees set out in the table below:

          No Contravention Penalty / Late Reporting Fee
          1.1 A Reporting Financial Institution signs or otherwise positively affirms a false self-certification. AED 25,000 penalty
          1.2 A Reporting Financial Institution fails to keep records of the due diligence procedures performed under the Regulations, or fails to keep them for a period of six (6) years pursuant to the requirements of the Regulations. AED 10,000 penalty
          1.3 A Reporting Financial Institution fails to apply the due diligence procedures specified in Schedule 1, Part 2 through to Part 7 in Schedule 1. AED 25,000 penalty
          1.4 A Reporting Financial Institution fails to report the information required to be reported in terms of these Regulation. AED 10,000 penalty

          and

          AED 500 Administrative Fee for every day the failure continues up to a maximum amount of AED 90,000 in Administrative Fees
          1.5 A Reporting Financial Institution fails to report the information required to be reported in terms of these Regulation in a complete and accurate manner. Minor non-compliance:

          AED 1,000 Administrative Fee

          and

          AED 100 Administration
          Fee for every day the failure continues up to of AED 25,000 in Administrative Fees

          Significant non-compliance

          AED 250,000 penalty
          1.6 Penalties and Administrative Fees that remain outstanding for a period of longer than thirty (30) days, or a Reporting Financial Institution fails to perform an action ordered by the Regulatory Authority for a period of longer than thirty (30) days, as the case may be, the Regulatory Authority may serve further default notices in accordance with these Regulations on the said Reporting Financial Institution imposing with each successive notice double the amount of the said penalties and Administrative Fees, provided that each such successive note shall supersede the previous notice served on the Reporting Financial Institution for the same default but any payment made in respect of that previous notice shall be taken into account accordingly. Double the amount of the previous penalty or Administrative Fee, or both, provided that such penalties and Administrative Fees for each contravention shall not exceed an aggregate amount of AED 250,000

        • Common Reporting Standard (Amendment No. 1) Regulations 2019

          Click herehere to view PDF

        • Common Reporting Standard (Amendment) Regulations 2020

          Click here to view PDF

      • Common Reporting Standard Regulations 2017

        Click herehere to view PDF

      • Financial Services and Markets Regulations

        • Financial Services and Markets Regulations 2015

          Regulations to make provision for financial services and markets and for connected purposes.

          Date of Enactment: 4 October 2015

          The Board of Directors of the Abu Dhabi Global Market, in exercise of its powers under Article 6(1) of Law No. 4 of 2013 concerning the Abu Dhabi Global Market issued by His Highness the Ruler of the Emirate of Abu Dhabi, hereby enacts the following Regulations —

          • Part 1 Part 1 The Regulator

            • Chapter 1 Chapter 1 Powers, Functions and Objectives

              • 1. Powers, Functions and Objectives of the Regulator

                (1) The Regulator has such functions and powers as are conferred on it by or under the ADGM Founding Law and any enactment, including these Regulations.
                (2) The Regulator may do whatever it considers necessary for or in connection with, or reasonably incidental to, performing its functions and exercising its powers.
                (3) In performing its functions and exercising its powers, the Regulator shall pursue the following objectives —
                (a) to foster and maintain fairness, transparency and efficiency in the Abu Dhabi Global Market;
                (b) to foster and maintain confidence in the Abu Dhabi Global Market;
                (c) to ensure that the financial markets in the Abu Dhabi Global Market are supported by safe and efficient infrastructure;
                (d) to foster and maintain financial stability in the Abu Dhabi Global Market, including the reduction of systemic risk;
                (e) to promote and enhance the integrity of the Abu Dhabi Global Market Financial System;
                (f) to prevent, detect and restrain conduct that causes or may cause damage to the reputation of the Abu Dhabi Global Market through appropriate means including the imposition of sanctions;
                (g) to secure an appropriate degree of protection for direct and indirect users, and prospective users of the Abu Dhabi Global Market;
                (h) to promote public understanding of the regulation of the Abu Dhabi Global Market;
                (i) to further the interests of the Abu Dhabi Global Market;
                (j) to promote the safety and soundness of Authorised Persons and Recognised Bodies; and
                (k) to pursue any other objectives as the Board may set.
                (4) In exercising its powers and performing its functions, the Regulator shall take into consideration the following guiding principles —
                (a) pursuing the objectives of the Abu Dhabi Global Market in so far as it is appropriate and proper for the Regulator to do so;
                (b) fostering the development of the Abu Dhabi Global Market as an internationally respected financial centre, and the desirability of sustainable growth in the economy of the Emirate of Abu Dhabi;
                (c) developing the nature of the activities of the Regulator in order to respond to evolving industry needs;
                (d) the desirability, where applicable, of engaging in regular dialogue with industry participants;
                (e) cooperating with and providing assistance to regulatory authorities in the U.A.E. and other jurisdictions;
                (f) minimising the adverse effects of the activities of the Regulator on competition in the financial services industry;
                (g) the need to use the resources of the Regulator in the most efficient and economical way;
                (h) the principle that a burden or restriction which is imposed on a person, or on the carrying on of an activity, should be proportionate to the benefits, considered in general terms, which are expected to result from the imposition of that burden or restriction;
                (i) the desirability where appropriate of the Regulator exercising its functions in a way that recognises differences in the nature, risks and objectives of businesses carried on by different persons subject to requirements imposed by or under these Regulations;
                (j) the desirability in appropriate cases of the Regulator publishing information relating to persons on whom requirements are imposed by or under these Regulations, or requiring such persons to publish information, as a means of contributing to the advancement by the Regulator of its objectives;
                (k) the principle that the Regulator should exercise its functions as transparently as possible; and
                (l) complying with relevant generally accepted principles of good governance.

              • 2. The Chief Executive

                (1) Pursuant to the ADGM Founding Law, the Board shall appoint, remove and replace the head of the management of the Regulator.
                (2) The head of the management of the Regulator shall have the title of Chief Executive.
                (3) The Board must only remove or replace the Chief Executive when the Board and the Chairman of the Regulatory Committee agree that there is Just Cause for such removal or replacement.

          • Part 2 Part 2 Rules and Guidance

            • Chapter 1 Chapter 1 Rule-making Powers

              • 3. General rule-making power of the Regulator

                (1) The Regulator may make Rules for carrying out the purposes of these Regulations or furthering one or more of its objectives under section 1(3).
                (2) The powers specified in subsection (3) and in any other provision of these Regulations are without prejudice to the generality of subsection (1).
                (3) The Regulator may make such Rules applying to Authorised Persons and Recognised Bodies—
                (a) with respect to the carrying on by them of Regulated Activities; or
                (b) with respect to the carrying on by them of activities which are not Regulated Activities;
                as appear to the Regulator to be necessary or expedient for the purpose of furthering one or more of its objectives.
                (4) Such Rules may make provision applying to Authorised Persons or Recognised Bodies even if there is no relationship between the Authorised Persons or Recognised Bodies to whom the Rules will apply and the persons whose interests will be protected by the Rules.
                (5) Such Rules may contain requirements which take into account, in the case of an Authorised Person or Recognised Bodies who is a member of a Group, any activity of another member of the Group.
                (6) Any power of the Regulator to make Rules under these Regulations may be exercised so as to impose requirements on persons who are not Authorised Persons, Approved Persons or Recognised Bodies.

              • Specific rule-making powers

                • 4. Client Money Rules

                  (1) The Regulator may make Rules relating to the handling of money ("Client Money") held by an Authorised Person in Specified circumstances, which may —
                  (a) make provision which results in that money being held on trust (which may be one or more separate trusts) in accordance with the Rules;
                  (b) treat two or more accounts as a single account for Specified purposes (which may include the distribution of money held in the accounts);
                  (c) authorise the retention by the Authorised Person of interest accruing on the money; and
                  (d) make provision as to the distribution of such interest which is not to be retained by the Authorised Person.
                  (2) An institution with which an account is kept in pursuance of Rules relating to the handling of Client Money does not incur any liability as constructive trustee if the money is wrongfully paid from the account, unless the institution permits the payment —
                  (a) with knowledge that it is wrongful; or
                  (b) having deliberately failed to make enquiries in circumstances in which a reasonable and honest person would have done so.
                  (3) Rules made by the Regulator may —
                  (a) confer rights on persons to rescind agreements with, or withdraw offers to, Authorised Persons within a Specified period; and
                  (b) make provision, in respect of Authorised Persons and persons exercising those rights, for the restitution of property and the making or recovery of payments where those rights are exercised.

                • 5. Islamic Finance Rules

                  The Regulator may make Rules applying to Authorised Persons —

                  (a) prescribing the requirements that must be met by a person applying for a Financial Services Permission to carry on Islamic Financial Business;
                  (b) providing for such requirements to be varied in cases where an Application is made by an Applicant which is, at the time at which it submits its Application, regulated in a jurisdiction other than the Abu Dhabi Global Market;
                  (c) prescribing certain persons or categories of person to be exempted from the requirements referred to in paragraph (a); and
                  (d) prescribing exemptions from any requirements imposed by or under these Regulations under paragraph (a) that are to be —
                  (i) limited to certain Islamic Financial Business activities or Specified circumstances; or
                  (ii) subject to certain conditions and restrictions as the Regulator may determine.

                • 5A. Operating a Crypto Asset Business

                  (1) The Regulator may by Rules prescribe—
                  (a) Accepted Crypto Assets that meet the requirements for engaging in the Regulated Activity of Operating a Crypto Asset Business in or from the Abu Dhabi Global Market;
                  (b) the requirements and factors that, in the opinion of the Regulator, are to be taken into account in determining whether or not a Crypto Asset meets the requirements to be considered an Accepted Crypto Asset;
                  (c) the requirements applicable to the Regulated Activity of Operating a Crypto Asset Business in or from the Abu Dhabi Global Market; and
                  (d) such additional requirements as the Regulator considers appropriate that Authorised Persons Operating a Crypto Asset Business must comply with, including any requirements imposed under the Rules made under these Regulations.
                  (2) Without limiting the generality of its powers the Regulator may, by written notice—
                  (a) exclude the application of any requirement imposed by the Rules for engaging in the Regulated Activity of Operating a Crypto Asset Business in or from the Abu Dhabi Global Market; or
                  (b) impose on an Authorised Person engaged in the Regulated Activity of Operating a Crypto Asset Business in or from the Abu Dhabi Global Market any additional obligations that the Regulator considers appropriate; or
                  (c) require an Authorised Person engaged in the Regulated Activity of Operating a Crypto Asset Business in or from the Abu Dhabi Global Market to take such action as is specified by the Regulator; or
                  (d) require an Authorised Person Operating a Crypto Asset Exchange to obtain a Recognition Order to become a Recognised Investment Exchange under section 121 of these Regulations, and the Rules made under these Regulations, where the Regulator is satisfied that it is in the interests of the Abu Dhabi Global Market to do so and on such terms and conditions as the Regulator considers appropriate.
                  Added on June 25, 2018

                • 6. Carrying on Regulated Activities by way of business

                  (1) The Regulator may make Rules which make provision —
                  (a) as to the circumstances in which a person who would otherwise not be regarded as carrying on a Regulated Activity by way of business is to be regarded as doing so;
                  (b) as to the circumstances in which a person who would otherwise be regarded as carrying on a Regulated Activity by way of business is to be regarded as not doing so.
                  (2) Rules under subsection (1) may be made so as to apply —
                  (a) generally in relation to all Regulated Activities;
                  (b) in relation to a Specified category of Regulated Activity; or
                  (c) in relation to a particular Regulated Activity.

                • 7. Other specific rule-making powers

                  (1) The Regulator may make Rules requiring Authorised Persons to take Specified steps in connection with the setting by a Specified person of a Specified Benchmark. Such Rules may in particular —
                  (a) require Authorised Persons to whom the Rules apply to provide information of a Specified kind, or expressions of opinion as to Specified matters, to persons determined in accordance with the Rules;
                  (b) make provision about the form in which and the time by which any information or expression of opinion is to be provided;
                  (c) make provision by reference to any code or other Document published by the person responsible for the setting of the Benchmark or by any other person determined in accordance with the Rules, as the code or other Document has effect from time to time; and
                  (d) make provision that the code or other Document referred to in paragraph (c) is to be capable of affecting obligations imposed by the Rules only if Specified requirements are met in relation to it.
                  (2) The Regulator may make Rules prescribing the conditions ("Threshold Conditions") that must be satisfied by Authorised Persons as a condition of obtaining and maintaining a Financial Services Permission ("Threshold Condition Rules"). Such Rules may in particular —
                  (a) specify requirements which a person must satisfy in order to be regarded as satisfying a particular Threshold Condition in relation to any Regulated Activities; and
                  (b) specify matters which are, or may be, or are not, relevant in determining whether a person satisfies a particular Threshold Condition in relation to any Regulated Activities.
                  (3) The Regulator may make Rules about the disclosure and use of information held by an Authorised Person ("A"). Such Rules may —
                  (a) require the withholding of information which A would otherwise be required to disclose to a person ("B") for or with whom A does business in the course of carrying on any Regulated Activity or other activity;
                  (b) specify circumstances in which A may withhold information which A would otherwise be required to disclose to B;
                  (c) require A not to use for the benefit of B information —
                  (i) which is held by A; and
                  (ii) which A would otherwise be required to use for the benefit of B; and
                  (d) specify circumstances in which A may decide not to use for the benefit of B information within paragraph (c).
                  (4) The Regulator may make Rules as to the circumstances and manner in which, the conditions subject to which, and the time when or the period during which, action may be taken for the purpose of stabilising the price of Specified Investments.
                  (5) The Regulator may make Rules which treat a person who acts or engages in conduct —
                  (a) for the purpose of stabilising the price of investments; and
                  (b) in conformity with such provisions corresponding to price stabilising rules and made by a body or authority outside the Abu Dhabi Global Market as may be Specified;
                  as acting, or engaging in that conduct, for that purpose and in conformity with Price Stabilising Rules.
                  (6) The Regulator may make Rules in connection with the creation and implementation of anti-money laundering measures, policies and procedures, including Rules as to:
                  (a) the persons or classes of persons who shall be subject to any such measures, policies and procedures;
                  (b) the nature and extent of any duty, requirement, prohibition, obligation or responsibility applicable to such persons; and
                  (c) registration of any or all such persons with the Regulator, including the criteria that person must meet to become and remain registered by the Regulator.
                  (7) The Regulator may make Rules applicable to Approved Persons or other employees or persons connected with Authorised Persons, with respect to the conduct required of such persons. Such Rules may relate to the conduct required of such persons in relation to —
                  (a) the performance by them of Controlled Functions; or
                  (b) the performance by them of any other functions in relation to the carrying on by Authorised Persons of Regulated Activities.
                  (8) The Board may make Rules requiring the payment to the Regulator of such fees, in connection with applications made under these Regulations, as are specified in the Rules. The Regulator may reject an application which is not accompanied by the payment to the Regulator of the fees due on such application.
                  (9) The Board may make Rules requiring the payment of such periodic fees to the Regulator by Authorised Persons and Recognised Bodies, as the Rules specify.
                  (10) Rules made under subsection (8) or (9) may prescribe different levels of fees for different types of applicant or different types of Regulated Activity.
                  (11) Any fee which is owed to the Regulator under any provision made by such Rules may be recovered as a debt due to the Regulator.
                  Amended on (21 February 2018 and 8 April 2019).

                • 8. General supplementary powers

                  Rules made by the Regulator —

                  (a) may make different provision for different cases and may, in particular, make different provision in respect of different descriptions of Authorised Persons, activities or investments;
                  (b) may make provision by reference to other Rules made by the Regulator, as those Rules have effect from time to time; and
                  (c) may contain such incidental, supplemental, consequential and transitional provision as the Regulator considers appropriate.
                  Amended on (21 February 2018).

            • Chapter 2 Chapter 2 Rules: Modification, Waiver, Contravention and Procedural Provisions

              • Modification or waiver of Rules

                • 9. Modification or waiver of Rules

                  (1) The Regulator may, on the application or with the consent of a person who is subject to Rules made by the Regulator, direct that all or any of those Rules —
                  (a) are not to apply to that person; or
                  (b) are to apply to that person with such modifications as may be specified in the Direction.
                  (2) An application must be made in such manner as the Regulator may direct.
                  (3) The Regulator may not give a Direction unless it is satisfied that —
                  (a) compliance by the person with the Rules, or with the Rules as unmodified, would be unduly burdensome or would not achieve the purpose for which the Rules were made; and
                  (b) the Direction would not adversely affect the advancement of any of the Regulator's objectives.
                  (4) A Direction may be given subject to conditions.
                  (5) The Regulator may —
                  (a) revoke a Direction; or
                  (b) vary it on the application, or with the consent, of the person to whom it relates.

                • 10. Publication of Directions under section 9

                  (1) Subject to subsection (2), a Direction must be published by the Regulator in such a way as it deems most suitable for bringing the Direction to the attention of —
                  (a) persons likely to be affected by it; and
                  (b) persons who are, in the opinion of the Regulator, likely to make an application for a similar Direction.
                  (2) Subsection (1) does not apply if the Regulator is satisfied that it is inappropriate or unnecessary to publish the Direction.
                  (3) In deciding whether it is satisfied as mentioned in subsection (2), the Regulator must —
                  (a) consider whether the publication of the Direction would be detrimental to the stability of the Abu Dhabi Global Market Financial System;
                  (b) take into account whether the Direction relates to a contravention which is actionable in accordance with section 242; and
                  (c) consider whether publication of the Direction would prejudice, to an unreasonable degree, the commercial interests of the person concerned or any other member of the person's Group.
                  (4) For the purposes of subsection (3)(c), the Regulator must consider whether it would be possible to publish the Direction without the consequence mentioned in that paragraph occurring, by publishing it without disclosing the identity of the person concerned.

              • Contravention of Rules

                • 11. Limits on effect of contravening Rules

                  A contravention of a Rule shall not make any transaction void or unenforceable under these Regulations.

              • Procedural Provisions

                • 12. Rule-Making Instruments

                  (1) Any power conferred on the Regulator to make Rules is exercisable in writing.
                  (2) A Rule-Making Instrument must be published by the Regulator on its website.
                  (3) A person is not to be taken to have contravened any Rule made by the Regulator if the person shows that at the time of the alleged contravention the Rule-Making Instrument concerned had not been published in accordance with subsection (2).

                • 13. Verification of Rules

                  (1) The production of a printed copy of a Rule-Making Instrument purporting to be made by the Regulator —
                  (a) on which is endorsed a certificate signed by a person duly authorised by the Regulator for that purpose; and
                  (b) which contains the required statements;
                  is evidence of the facts stated in the certificate.
                  (2) The required statements are —
                  (a) that the Rule-Making Instrument was made by the Regulator;
                  (b) that the copy is a true copy of the Rule-Making Instrument; and
                  (c) that on a specified date the Rule-Making Instrument was published.
                  (3) A certificate purporting to be signed as mentioned in subsection (1)(a) is to be taken to have been properly signed unless the contrary is shown.
                  (4) A person who wishes in any legal proceedings to rely on a Rule-Making Instrument may require the Regulator to endorse a copy of the Rule-Making Instrument with a certificate of the kind mentioned in subsection (1).

                • 14. Consultation

                  (1) Before a Regulator makes, modifies or replaces Rules, it must publish a draft of the Rules on its website.
                  (2) The draft must be accompanied by a notice that representations about the proposal may be made to the Regulator within a specified time.
                  (3) Before the Regulator issues the Rules, it may have regard to any representations made to it in accordance with subsection (2).
                  (4) Subsections (1) to (3) do not apply if the Regulator considers that there is an urgent need to publish the Rules or that the delay involved in complying with such provisions would be prejudicial to its objectives.
                  (5) Any consultation on Rules undertaken in advance of these Regulations entering into force shall be deemed to have been undertaken in accordance with this section.

            • Chapter 3 Chapter 3 Guidance

              • 15. Power of the Regulator to give Guidance

                (1) The Regulator may give Guidance with respect to —
                (a) the operation of any provision of these Regulations and of any Rules made by the Regulator;
                (b) any other matter relating to the functions and powers of the Regulator; and
                (c) any other matters about which it appears to the Regulator to be desirable to give Guidance.
                (2) Guidance is indicative and non-binding and may comprise —
                (a) Guidance made and issued by the Regulator as notations to the Rules; and
                (b) any Guidance issued by the Regulator which has not been incorporated into the Rules.
                (3) Nothing shall constitute Guidance unless it is published by the Regulator on its website.

            • Chapter 4 Anti-Money Laundering Powers

              • 15A. Powers of the Regulator

                (1) This chapter is made in recognition of the application in the Abu Dhabi Global Market of Federal Decree by Law No. 20 of 2018 on Anti Money Laundering, Combating the Financing of Terrorism and Financing of Illegal Organisations, Federal Law No. 7 of 2014 on Combating Terrorism Offences and any other Federal legislation relating to money laundering, terrorist financing, the financing of unlawful organisations or sanctions non-compliance.
                (2) A reference in these Regulations to money laundering is taken to include terrorist financing, the financing of unlawful organisations and sanctions non-compliance.
                (3) The Regulator:
                (a) is designated as the Supervisory Authority for the Abu Dhabi Global Market, for the purposes of the Federal AML Legislation;
                (b) is responsible for regulation in relation to money laundering in the Abu Dhabi Global Market; and
                (c) has the power to supervise compliance with relevant AML laws in the State by Relevant Persons.
                (4) The Regulator may, by written notice, deem a person to be a Relevant Person for the purposes of this Chapter and the Rules made under these Regulations, subject to such terms and conditions as it may consider appropriate.
                (5) Nothing in this section 15A is intended to limit any function or power conferred on another body or authority under the Federal AML Legislation.
                Added on (15 April, 2019).

              • 15B. Anti-Money Laundering Obligations of Relevant Persons

                (1) A Relevant Person shall comply with Federal AML Legislation as it applies to such person in the Abu Dhabi Global Market.
                (2) A Relevant Person shall comply with any duty, requirement, prohibition, obligation or responsibility to which that person is subject under the Rules.
                (3) Where the Regulator detects conduct that it suspects may relate to money laundering, it shall promptly report its suspicions to the relevant authority exercising powers and performing functions under the relevant Federal AML Legislation.
                (4) A Relevant Person shall conduct customer due diligence as specified in the Rules.
                (5) A Relevant Person shall maintain records relating to customer due diligence, transactions and anti-money laundering measures as prescribed in the Rules.
                Added on (15 April, 2019).

          • Part 3 Part 3 Regulated Activities

            • 16. The General Prohibition

              (1) No person may carry on a Regulated Activity by way of business in the Abu Dhabi Global Market, or purport to do so, unless he is —
              (a) an Authorised Person; or
              (b) an Exempt Person.
              (2) The prohibition is referred to in these Regulations as the General Prohibition.
              (3) The persons set out in Schedule 3 are exempt from the General Prohibition.

            • 17. Authorised Persons acting without a Financial Services Permission

              (1) An Authorised Person must not carry on a Regulated Activity in the Abu Dhabi Global Market, or purport to do so, otherwise than in accordance with a Financial Services Permission.
              (2) A contravention of subsection (1) does not give rise to any right of action for breach of statutory duty.

            • 18. Restrictions on financial promotion

              (1) A person ("A") must not, in the course of business, communicate an invitation or inducement to Engage in Investment Activity (the "Financial Promotion Restriction").
              (2) Subsection (1) does not apply if —
              (a) A is an Authorised Person or an Exempt Person;
              (b) A is licensed and supervised by a financial services regulator in the U.A.E.;
              (c) the content of the communication is approved for the purposes of this section by an Authorised Person or an Exempt Person; or
              (d) the communication is an exempt communication under Schedule 2.
              (3) In the case of a communication originating outside the Abu Dhabi Global Market, subsection (1) applies only if the communication is capable of having an effect in the Abu Dhabi Global Market.
              (4) For the purposes of the Financial Promotion Restriction, "communicate" shall include causing a communication to be made.
              (5) Schedule 2 specifies circumstances in which subsection (1) does not apply.

            • 19. Regulated Activities

              An activity is a Regulated Activity if it is specified as a Regulated Activity in Schedule 1.

            • 20. False claims to be authorised or exempt

              A person who is neither an Authorised Person nor, in relation to the Regulated Activity in question, an Exempt Person must not —

              (a) describe himself (in whatever terms) as an Authorised Person;
              (b) describe himself (in whatever terms) as an Exempt Person in relation to the Regulated Activity; or
              (c) behave, or otherwise hold himself out, in a manner which indicates (or which is reasonably likely to be understood as indicating) that he is —
              (i) an Authorised Person; or
              (ii) an Exempt Person in relation to the Regulated Activity.

            • 21. Agreements made by non-Authorised Persons

              (1) An Agreement made by a person in the course of carrying on a Regulated Activity in contravention of the General Prohibition is unenforceable against the other party.
              (2) The other party is entitled to recover —
              (a) any money or other property paid or transferred by him under the Agreement; and
              (b) compensation for any loss sustained by him as a result of having parted with it.
              (3) This section does not apply if the Regulated Activity is Accepting Deposits.

            • 22. Agreements made through non-Authorised Persons

              (1) An Agreement that —
              (a) is made by an Authorised Person (the "Provider") in the course of carrying on a Regulated Activity (not in contravention of the General Prohibition); and
              (b) is made in consequence of something said or done by another person (the "Third Party") in the course of a Regulated Activity carried on by the Third Party in contravention of the General Prohibition;
              is unenforceable against the other party.
              (2) The other party is entitled to recover —
              (a) any money or other property paid or transferred by him under the Agreement; and
              (b) compensation for any loss sustained by him as a result of having parted with it.
              (3) This section does not apply if the Regulated Activity is Accepting Deposits.

            • 23. Agreements made unenforceable by section 21 or 22

              (1) This section applies to an Agreement which is unenforceable as a result of section 21 or 22.
              (2) The amount of compensation recoverable in the event that an Agreement is unenforceable is —
              (a) the amount agreed by the parties; or
              (b) on the application of either party, the amount determined by the Court.
              (3) In considering whether to allow the Agreement to be enforced or (as the case may be) the money or property paid or transferred under the Agreement to be retained the Court must —
              (a) if the case arises as a result of section 21, have regard to whether the person carrying on the Regulated Activity concerned reasonably believed that he was not contravening the General Prohibition by making the Agreement; or
              (b) if the case arises as a result of section 22, have regard to whether the Provider knew that the Third Party was, in carrying on the Regulated Activity, contravening the General Prohibition.
              (4) If the Court is satisfied that it is just and equitable in the circumstances of the case, it may allow —
              (a) the Agreement to be enforced; or
              (b) money and property paid or transferred under the Agreement to be retained.
              (5) If the person against whom the Agreement is unenforceable —
              (a) elects not to perform the Agreement; or
              (b) as a result of this section, recovers money paid or other property transferred by him under the Agreement;
              he must repay any money and return any other property received by him under the Agreement.
              (6) If property transferred under the agreement has passed to a Third Party, a reference in section 21 or 22 or this section to that property is to be read as a reference to its value at the time of its transfer under the Agreement.
              (7) The commission of a contravention of the General Prohibition or the Financial Promotion Restriction does not make the agreement concerned illegal or invalid to any greater extent than is provided by section 21 or 22.

            • 24. Accepting Deposits in breach of General Prohibition

              (1) This section applies to an agreement between a person (the "depositor") and another person (the "deposit-taker") made in the course of the carrying on by the deposit-taker of the Regulated Activity of Accepting Deposits in contravention of the General Prohibition.
              (2) If the depositor is not entitled under the agreement to recover without delay any money deposited by him, he may apply to the Court for an order directing the deposit-taker to return the money to him.
              (3) The Court need not make such an order if it is satisfied that it would not be just and equitable for the money deposited to be returned, having regard to whether the deposit-taker reasonably believed that he was not contravening the General Prohibition by making the agreement.

            • 25. Enforceability of Agreements resulting from Unlawful Communications

              (1) If in consequence of an Unlawful Communication, a person Engages in Investment Activity as a Customer, any agreement entered into by him as a part of that activity is unenforceable against him and he is entitled to recover —
              (a) any money or other property paid or transferred by him under the agreement; and
              (b) compensation for any loss sustained by him as a result of having parted with it.
              (2) If in consequence of an Unlawful Communication a person exercises any rights conferred by a Specified Investment, no obligation to which he is subject as a result of exercising them is enforceable against him and he is entitled to recover —
              (a) any money or other property paid or transferred by him under the obligation; and
              (b) compensation for any loss sustained by him as a result of having parted with it.
              (3) The Court may allow —
              (a) the agreement or obligation to be enforced; or
              (b) money or property paid or transferred under the agreement or obligation to be retained;
              if it is satisfied that it is just and equitable in the circumstances of the case.
              (4) In considering whether to allow the agreement or obligation to be enforced or (as the case may be) the money or property paid or transferred under the agreement to be retained, the Court must have regard to —
              (a) if the Applicant made the Unlawful Communication, whether he reasonably believed that he was not making such a communication; and
              (b) if the Applicant did not make the Unlawful Communication, whether he knew that the agreement was entered into in consequence of such a communication.
              (5) The amount of compensation recoverable as a result of subsection (1) or (2) is —
              (a) the amount agreed between the parties; or
              (b) on the application of either party, the amount determined by the Court.
              (6) If a person elects not to perform an agreement or an obligation which (by virtue of subsection (1) or (2)) is unenforceable against him, he must repay any money and return any other property received by him under the agreement.
              (7) If (by virtue of subsection (1) or (2)) a person recovers money paid or property transferred by him under an agreement or obligation, he must repay any money and return any other property received by him as a result of exercising the rights in question.
              (8) If any property required to be returned under this section has passed to a third party, references to that property are to be read as references to its value at the time of its receipt by the person required to return it.

            • 26. Accepting Deposits

              (1) No Authorised Person, when carrying on the Regulated Activity of Accepting Deposits or Managing a Profit Sharing Investment Account which is unrestricted, may accept Deposits from the U.A.E. markets.
              (2) No Authorised Person, possessing a Financial Service Permission enabling the Regulated Activities of Accepting Deposits or Managing a Profit Sharing Investment Account which is unrestricted, may undertake foreign exchange transactions involving the U.A.E. Dirham on behalf of a Client.
              Amended on (13 January, 2020).

          • Part 4 Part 4 Authorisation

            • 27. Application for a Financial Services Permission

              (1) An Application for a Financial Services Permission to carry on one or more Regulated Activities may be made to the Regulator by —
              (a) a Body Corporate; or
              (b) a Partnership.
              (2) An Authorised Person who has a Financial Services Permission under this Part which is in force may not apply for a further Financial Services Permission under this section but may apply for variation of its Financial Services Permission under section 32.

            • 28. The Threshold Conditions

              (1) In giving or varying a Financial Services Permission, or imposing or varying a requirement under any provision of this Part, the Regulator must ensure that the person concerned will satisfy, and continue to satisfy, in relation to all of the Regulated Activities for which the person has or will have a Financial Services Permission, any Threshold Conditions specified by the Regulator in Threshold Condition Rules made under section 7(2).
              (2) The duty imposed by subsection (1) does not prevent the Regulator, having due regard to that duty, from taking such steps as it considers are necessary, in relation to a particular person, in order to further one or more of its objectives.

            • 29. Firms based outside the Abu Dhabi Global Market

              (1) This section applies in relation to a Non-Abu Dhabi Global Market Firm.
              (2) In determining whether a Non-Abu Dhabi Global Market Firm is satisfying or will satisfy, and continue to satisfy, any one or more of the Threshold Conditions, the Regulator may have regard to any opinion notified to it by a Non-Abu Dhabi Global Market Regulator which relates to the Non-Abu Dhabi Global Market Firm and appears to the Regulator to be relevant to compliance with those conditions.
              (3) In considering how much weight (if any) to attach to the opinion, the Regulator must have regard to the nature and scope of the supervision exercised in relation to the Non-Abu Dhabi Global Market Firm by the Non-Abu Dhabi Global Market Regulator.

            • 30. Granting a Financial Services Permission

              (1) This section applies in relation to an Application for a Financial Services Permission under section 27.
              (2) The Regulator may grant a Financial Services Permission for the Applicant to carry on the Regulated Activity or Regulated Activities to which the Application relates or such of them as may be specified in the Financial Services Permission.
              (3) If it grants a Financial Services Permission, the Regulator must specify the permitted Regulated Activity or Regulated Activities, described in such manner as the Regulator considers appropriate.
              (4) The Regulator may —
              (a) incorporate in the description of a Regulated Activity such limitations and stipulations (for example as to circumstances in which the activity may, or may not, be carried on) as it considers appropriate;
              (b) specify a narrower or wider description of Regulated Activity than that to which the Application relates; or
              (c) grant a Financial Services Permission for the carrying on of a Regulated Activity which is not included among those to which the Application relates.
              (5) If a Partnership has a Financial Services Permission —
              (a) it has the relevant Financial Services Permission to carry on the Regulated Activities concerned in the name of the firm; and
              (b) its Financial Services Permission is not affected by any change in its membership.
              (6) If an Authorised Person which is a firm is dissolved, its Financial Services Permission continues to have effect in relation to any individual or firm which succeeds to the business of the dissolved firm.
              (7) For the purposes of this section, an individual or Partnership is to be regarded as succeeding to the business of a dissolved Partnership only if succession is to the whole or substantially the whole of the business of the former Partnership.

            • 31. Granting a Financial Services Permission: special cases

              (1) If the Applicant —
              (a) in relation to a particular Regulated Activity, is exempt from the General Prohibition as a result of section 16(3); but
              (b) has applied for a Financial Services Permission in relation to another Regulated Activity;
              the Application is to be treated as relating to all the Regulated Activities which, if a Financial Services Permission is granted, the Applicant will carry on.
              (2) If the Applicant —
              (a) in relation to a particular Regulated Activity, is exempt from the General Prohibition as a result of any of subsections (1) or (2) of section 119; but
              (b) has applied for a Financial Services Permission in relation to another Regulated Activity;
              the Application is to be treated as relating only to that other Regulated Activity.
              (3) If the Applicant —
              (a) is a person to whom, in relation to a particular Regulated Activity, the General Prohibition under section 16 does not apply; but
              (b) has applied for a Financial Services Permission in relation to another Regulated Activity;
              the Application is to be treated as relating only to that other Regulated Activity.

            • Variation and cancellation of a Financial Services Permission

              • 32. Variation by the Regulator at the request of an Authorised Person

                (1) The Regulator may, on the application of the Authorised Person, vary its Financial Services Permission by —
                (a) adding a Regulated Activity to those to which the Financial Services Permission relates;
                (b) removing a Regulated Activity from those to which the Financial Services Permission relates; or
                (c) varying the description of a Regulated Activity to which the Financial Services Permission relates.
                (2) The Regulator may, on the application of the Authorised Person, cancel its Financial Services Permission.
                (3) The Regulator may refuse an application under this section if it appears to it that it is desirable to do so in order to further one or more of its objectives.
                (4) If, as a result of a variation of a Financial Services Permission under this section, there are no longer any Regulated Activities for which the Authorised Person concerned has a Financial Services Permission, the Regulator must, once it is satisfied that it is no longer necessary to keep the Financial Services Permission in force, cancel it.
                (5) The Regulator's power to vary a Financial Services Permission under this section extends to including in the Financial Services Permission as varied any provision that could be included if a fresh Financial Services Permission were being given by it in response to an Application under section 27.

              • 33. Variation or cancellation on initiative of the Regulator

                (1) The Regulator may exercise its power under this section in relation to an Authorised Person with a Financial Services Permission ("A") if it appears to the Regulator that —
                (a) A is failing, or is likely to fail, to satisfy the Threshold Condition Rules;
                (b) A has committed a contravention of these Regulations or any Rules made under these Regulations;
                (c) A has failed, during a period of at least 12 months, to carry on a Regulated Activity to which the Financial Services Permission relates; or
                (d) it is desirable to exercise the power in order to further one or more of the Regulator's objectives.
                (2) The Regulator's power under this section is the power —
                (a) to vary the Financial Services Permission by —
                (i) adding a Regulated Activity to those to which the Financial Services Permission relates;
                (ii) removing a Regulated Activity from those to which the Financial Services Permission relates; or
                (iii) varying the description of a Regulated Activity to which the Financial Services Permission relates in a way which does not, in the opinion of the Regulator, widen the description; or
                (b) to cancel the Financial Services Permission.
                (3) If, as a result of a variation of a Financial Services Permission under this section, there are no longer any Regulated Activities for which the Authorised Person concerned has a Financial Services Permission, the Regulator must, once it is satisfied that it is no longer necessary to keep the Financial Services Permission in force, cancel it.
                (4) The power of the Regulator to vary a Financial Services Permission under this section extends to including in the Financial Services Permission as varied any provision that could be included if a fresh Financial Services Permission were being given in response to an Application to the Regulator under section 27.
                (5) The power of the Regulator under this section is referred to in these Regulations as its Own-Initiative Variation Power.

              • 34. Withdrawal of authorised status

                (1) This section applies if —
                (a) an Authorised Person's Financial Services Permission is cancelled; and
                (b) as a result, there is no Regulated Activity for which it has a Financial Services Permission.
                (2) The Regulator must give a direction withdrawing that person's status as an Authorised Person.

            • Imposition and variation of requirements

              • 35. Imposition of requirements by the Regulator

                (1) Where a person has applied to the Regulator for a Financial Services Permission or the variation of a Financial Services Permission, the Regulator may impose on that person such requirements, taking effect on or after the giving or variation of the Financial Services Permission, as the Regulator considers appropriate.
                (2) The Regulator may exercise its power under subsection (3) in relation to an Authorised Person with a Financial Services Permission ("A") if it appears to the Regulator that —
                (a) A is failing, or is likely to fail, to satisfy the Threshold Condition Rules;
                (b) A has committed a contravention of these Regulations or any Rules made under these Regulations;
                (c) A has failed, during a period of at least 12 months, to carry on a Regulated Activity to which the Financial Services Permission relates; or
                (d) it is desirable to exercise the power in order to further one or more of the Regulator's objectives.
                (3) The Regulator's power under this subsection is a power —
                (a) to impose a new requirement;
                (b) to vary a requirement imposed by the Regulator under this section; or
                (c) to cancel such a requirement.
                (4) The Regulator's power under subsection (3) is referred to in these Regulations as its Own-Initiative Requirement Power.
                (5) The Regulator may, on the application of an Authorised Person with a Financial Services Permission —
                (a) impose a new Requirement;
                (b) vary a Requirement imposed by the Regulator under this section; or
                (c) cancel such a Requirement.
                (6) The Regulator may refuse an application under subsection (5) if it appears to it that it is desirable to do so in order to further one or more of its objectives.

              • 36. Requirements under section 35: further provisions

                (1) A Requirement may, in particular, be imposed —
                (a) so as to require the person concerned to take action specified by the Regulator; or
                (b) so as to require the person concerned to refrain from taking action specified by the Regulator.
                (2) A Requirement may extend to activities which are not Regulated Activities.
                (3) A Requirement may be imposed by reference to the person's relationship with —
                (a) the person's Group; or
                (b) other members of the person's Group.
                (4) A Requirement may be expressed to expire at the end of such period as the Regulator may specify, but the imposition of a Requirement that expires at the end of a specified period does not affect the Regulator's power to impose a new Requirement.
                (5) A Requirement may refer to the past conduct of the person concerned (for example, by requiring the person concerned to review or take remedial action in respect of past conduct).

              • 37. Imposition of requirements on acquisition of Control

                (1) This section applies if it appears to the Regulator that —
                (a) a person has acquired Control over an Authorised Person; and
                (b) there are no grounds for exercising its Own-Initiative Requirement Power.
                (2) If it appears to the Regulator that the likely effect of the acquisition of Control on the Authorised Person, or on any of its activities, is uncertain, the Regulator may —
                (a) impose on the Authorised Person a requirement that could be imposed by the Regulator under section 35 on the giving of a Financial Services Permission; or
                (b) vary a requirement imposed by the Regulator under that section on the Authorised Person.
                (3) Any reference to a person having acquired Control is to be read in accordance with Part 10.

              • 38. Assets Requirements

                (1) This section applies if —
                (a) the Regulator imposes an Assets Requirement on a person being given a Financial Services Permission;
                (b) an Assets Requirement is imposed on an Authorised Person; or
                (c) an Assets Requirement previously imposed on such a person is varied.
                (2) A person on whom an Assets Requirement is imposed is referred to in this section as "A".
                (3) "Assets Requirement" means a requirement under imposed section 35
                (a) prohibiting the disposal of, or other dealing with, any of A's assets (whether in the Abu Dhabi Global Market or elsewhere) or restricting such disposals or dealings; or
                (b) that all or any of A's assets, or all or any assets belonging to Customers but held by A or to A's order, must be transferred to and held by a trustee approved by the Regulator.
                (4) If the Regulator —
                (a) imposes a requirement of the kind mentioned in subsection (3)(a); and
                (b) gives notice of the requirement to any institution with whom A keeps an account;
                the notice has the effects mentioned in subsection (5).
                (5) Those effects are that —
                (a) the institution does not act in breach of any contract with A if, having been instructed by A (or on A's behalf) to transfer any sum or otherwise make any payment out of A's account, it refuses to do so in the reasonably held belief that complying with the instruction would be incompatible with the requirement; and
                (b) if the institution complies with such an instruction, it shall be liable to pay to the Regulator an amount equal to the amount transferred from, or otherwise paid out of, A's account in contravention of the requirement.
                (6) If the Regulator imposes a requirement of the kind mentioned in subsection (3)(b), assets held by a person as trustee in accordance with the requirement shall not, while the requirement is in force, be released or dealt with except with the consent of the Regulator.
                (7) If, while a requirement of the kind mentioned in subsection (3)(b) is in force, A creates a Charge over any assets of A held in accordance with the requirement, the Charge is (to the extent that it confers security over the assets) void against the liquidator and any of A's creditors.
                (8) Assets held by a person as trustee ("T") are to be taken to be held by T in accordance with any requirement mentioned in subsection (3)(b) only if —
                (a) A has given T written notice that those assets are to be held by T in accordance with the requirement; or
                (b) they are assets into which assets to which paragraph (a) applies have been transposed by T on the instructions of A.
                (9) Subsections (6) and (8) do not affect any equitable interest or remedy in favour of a person who is a beneficiary of a trust as a result of a requirement of the kind mentioned in subsection (3)(b).

            • Connected Persons

              • 39. Persons connected with an Applicant

                (1) In considering —
                (a) an Application for a Financial Services Permission;
                (b) whether to vary or cancel a Financial Services Permission; or
                (c) whether to impose or vary a requirement under this Part;
                the Regulator may have regard to any person appearing to it to be, or likely to be, in a relationship with the Applicant or a person given a Financial Services Permission which is relevant.

            • Procedure

              • 40. Applications under this Part

                (1) An Application for a Financial Services Permission must —
                (a) contain a statement of the Regulated Activity or Regulated Activities which the Applicant proposes to carry on and for which the Applicant wishes to have a Financial Services Permission; and
                (b) give the address of a place in the Abu Dhabi Global Market for service on the Applicant of any notice or other Document which is required or authorised to be served on the Applicant under these Regulations.
                (2) An application for the variation of a Financial Services Permission must contain a statement —
                (a) of the desired variation; and
                (b) of the Regulated Activity or Regulated Activities which the Applicant proposes to carry on if the Financial Services Permission is varied.
                (3) An application for the variation of a requirement imposed under section 35 or for the imposition of a new requirement must contain a statement of the desired variation or requirement.
                (4) An application under this Part must —
                (a) be made in accordance with any applicable Rules made by the Regulator;
                (b) be made in such manner as the Regulator may direct; and
                (c) contain, or be accompanied by, such other information as the Regulator may reasonably require.
                (5) At any time after the application is received and before it is determined, the Regulator may require the Applicant to provide it with such further information as it reasonably considers necessary to enable it to determine the application.
                (6) Different directions may be given, and different requirements imposed, in relation to different applications or categories of application.
                (7) The Regulator may require an Applicant to provide information which the Applicant is required to provide to it under this section in such form, or to verify it in such a way, as the Regulator may direct.

              • 41. Determination of applications

                (1) If the Regulator grants an application —
                (a) for a Financial Services Permission;
                (b) for the variation or cancellation of a Financial Services Permission;
                (c) for the variation or cancellation of a requirement imposed under section 35; or
                (d) for the imposition of a new requirement under that section;
                it must give the Applicant written notice.
                (2) The notice must state the date from which the Financial Services Permission, variation, cancellation or requirement has effect.

              • 42. Exercise of Own-Initiative Power: procedure

                (1) This section applies to an exercise of the Regulator's Own-Initiative Variation Power or Own-Initiative Requirement Power in relation to an Authorised Person ("A").
                (2) A variation of a Financial Services Permission or the imposition or variation of a requirement takes effect —
                (a) immediately, if the notice given states that that is the case;
                (b) on such date as may be specified in the notice; or
                (c) if no date is specified in the notice, when the matter to which the notice relates is no longer open to review.
                (3) A variation of a Financial Services Permission, or the imposition or variation of a requirement, may be expressed to take effect immediately (or on a specified date) only if the Regulator, having regard to the ground on which it is exercising its Own-Initiative Variation Power or Own-Initiative Requirement Power, reasonably considers that it is necessary for the variation, or the imposition or variation of the requirement, to take effect immediately (or on that date).
                (4) If the Regulator proposes to vary a Financial Services Permission or to impose or vary a requirement, or varies a Financial Services Permission or imposes or varies a requirement, with immediate effect, it must give A written notice.
                (5) The notice must —
                (a) give details of the variation of the permission or the requirement or its variation;
                (b) state the Regulator's reasons for the variation of the permission or the imposition or variation of the requirement;
                (c) inform A that A may make representations to the Regulator within such period as may be specified in the notice (whether or not A has referred the matter to the Regulatory Committee);
                (d) inform A of when the variation of the permission or the imposition or variation of the requirement takes effect; and
                (e) inform A of A's right to refer the matter to the Regulatory Committee.
                (6) The Regulator may extend the period allowed under the notice for making representations.
                (7) If, having considered any representations made by A, the Regulator decides —
                (a) to vary the permission, or impose or vary the requirement, in the way proposed; or
                (b) if the permission has been varied or the requirement imposed or varied, not to rescind the variation of the permission or the imposition or variation of the requirement;
                it must give A written notice.
                (8) If, having considered any representations made by A, the Regulator decides —
                (a) not to vary the permission, or impose or vary the requirement, in the way proposed;
                (b) to vary the permission or requirement in a different way, or impose a different requirement; or
                (c) to rescind a variation or requirement which has effect;
                it must give A written notice.
                (9) A notice under subsection (7) must inform A of A's right to refer the matter to the Regulatory Committee.
                (10) A notice under subsection (8)(b) must comply with subsection (5).
                (11) For the purposes of subsection (2)(c), whether a matter is open to review is to be determined in accordance with section 252(7).

          • Part 5 Part 5 Performance of Controlled Functions and Recognised Functions

            • Approval

              • 43. Approval to perform Controlled Functions and Recognised Functions

                (1) An Authorised Person ("A") must take reasonable care to ensure that no person performs a Controlled Function in the business of A that is specified in the Rules as a Controlled Function requiring the Regulator's approval, unless that person is an Approved Person acting in accordance with an Approval given by the Regulator under this Part in relation to that function.
                (2) A person ("P") must not perform a Controlled Function in the business of an Authorised Person that is specified in the Rules as a Controlled Function requiring the Regulator's approval, unless P is an Approved Person acting in accordance with an Approval given by the Regulator under this Part in relation to that function.
                (3) An Authorised Person ("A") must take reasonable care to ensure that no person performs a Recognised Function in the business of A that is specified in the Rules as a Recognised Function requiring A's approval, unless that person has been appointed as a Recognised Person by A in relation to that function.
                (4) A person ("P") must not perform a Recognised Function in the business of an Authorised Person that is specified in the Rules as a Recognised Function requiring A's approval, unless P has been appointed as a Recognised Person in relation to that function.

              • 44. Applications for Approval

                (1) An Application for Approval to perform a Controlled Function in the business of an Authorised Person may be made by the Authorised Person.
                (2) Such Application may be made by a person who has applied for a Financial Services Permission and will become an Authorised Person if a Financial Services Permission is granted.
                (3) The Application must —
                (a) comply with any applicable Rules made by the Regulator;
                (b) contain, or be accompanied by, such other information as the Regulator may reasonably require; and
                (c) be made in such manner as the Regulator may direct.
                (4) At any time after the Application is received and before it is determined, the Regulator may require the Applicant to provide it with such further information as it reasonably considers necessary to enable it to determine the Application.
                (5) Different directions may be given, and different requirements imposed by the Regulator, in relation to different Applications or categories of Application.
                (6) If the Regulator decides to grant an Application made under this section, it must give written notice of its decision to each of the Interested Parties.
                (7) The Regulator may require an Applicant to provide information which the Applicant is required to provide to it under this section in such form, or to verify it in such a way, as the Regulator may direct.

              • 45. Determination of Application to carry out Controlled Functions

                (1) The Regulator may grant the Application only if it is satisfied that the person in respect of whom the Application is made is a fit and proper person to perform the Controlled Function to which the Application relates.
                (2) The Regulator may in particular —
                (a) grant the Application subject to any conditions that the Regulator considers appropriate; and
                (b) grant the Application so as to give Approval only for a limited period;
                if it appears to the Regulator that it is desirable to do so in order to further one or more of its objectives.
                (3) A person who makes an Application under section 44 may withdraw his Application by giving written notice to the Regulator at any time before the Regulator determines it.

              • 46. Withdrawal of Controlled Function Approval

                The Regulator may withdraw an Approval given under section 45 if the Regulator considers that the person is not a fit and proper person to perform the Controlled Function in question.

              • 47. Variation of Approval at request of relevant Authorised Person

                (1) Where an Application for Approval under section 44 is granted subject to conditions, the Authorised Person concerned may apply to the Regulator to vary the Approval by —
                (a) varying a condition;
                (b) removing a condition; or
                (c) imposing a new condition.
                (2) The Regulator may refuse an Application under this section if it appears to the Regulator that it is desirable to do so in order to further one or more of its objectives.
                (3) Section 44(3) to (6) apply to an Application made under this section for variation of an Approval as they apply to an Application for Approval made under section 44.

              • 48. Variation of Approval on initiative of Regulator

                (1) The Regulator may vary an Approval given under section 45 if the Regulator considers that it is desirable to do so in order to further one or more of its objectives.
                (2) The Regulator may vary an Approval by —
                (a) imposing a condition;
                (b) varying a condition;
                (c) removing a condition; or
                (d) limiting the period for which the Approval is to have effect.
                (3) A condition may, in particular, be imposed so as to require any person to take, or refrain from taking, specified action.

              • 49. Exercise of power under section 48: procedure

                (1) This section applies to an exercise by the Regulator of the power to vary an Approval under section 48.
                (2) A variation takes effect —
                (a) immediately, if the notice given states that that is the case;
                (b) on such date as is specified in the notice; or
                (c) if no date is specified in the notice, when the matter to which the notice relates is no longer open to review.
                (3) A variation may be expressed to take effect immediately (or on a specified date) only if the Regulator reasonably considers that it is necessary for the variation to take effect immediately (or on that date).
                (4) If the Regulator proposes to vary an Approval or varies an Approval with immediate effect, it must give each of the Interested Parties written notice.
                (5) The notice must —
                (a) give details of the variation;
                (b) state the Regulator's reasons for the variation;
                (c) inform the Interested Parties that each of them may make representations to the Regulator within such period as may be specified in the notice (whether or not any of the Interested Parties has referred the matter to the Regulatory Committee);
                (d) inform the Interested Parties of when the variation takes effect; and
                (e) inform the Interested Parties of the right of each of them to refer the matter to the Regulatory Committee.
                (6) The Regulator may extend the period allowed under the notice for making representations.
                (7) If having considered the representations made by the Interested Parties, the Regulator decides to vary the Approval, or if the variation has taken effect, not to rescind it, it must give each of the Interested Parties written notice.
                (8) If having considered the representations made by the Interested Parties, the Regulator decides —
                (a) not to vary the Approval;
                (b) to vary the Approval in a different way; or
                (c) if the variation has taken effect, to rescind it;
                it must give each of the Interested Parties written notice.
                (9) A notice under subsection (7) must inform the Interested Parties of the right of each of them to refer the matter to the Regulatory Committee.
                (10) A notice under subsection (8)(b) must comply with subsection (5).
                (11) For the purposes of subsection (2)(c), whether a matter is open to review is to be determined in accordance with section 252(7).

          • 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.

          • Part 7 Part 7 Transfer Schemes

            • 85. Transfer Schemes

              (1) No Transfer Scheme is to have effect unless an order has been made in relation to it under section 86. Nothing in this section prevents any person from exercising any other right or power he may have to transfer or receive the transfer of any asset or assume any liability.
              (2) For the purposes of these Regulations, a Transfer Scheme means a scheme which results in the transfer of —
              (a) the whole or part of a business carried on by an Authorised Person or Recognised Body which is incorporated in, or formed under the law of the Abu Dhabi Global Market, ("the person concerned") to another body ("the transferee");
              (b) the whole or part of a business carried on in the Abu Dhabi Global Market by an Authorised Person or Recognised Body not incorporated in, or formed under the law of the Abu Dhabi Global Market ("the person concerned") to another body ("the transferee"); or
              (c) the Fund Property of a Fund or of a Sub-Fund of an Umbrella Fund ("the Fund concerned") to another Fund ("the transferee").

            • 86. Application for an order sanctioning a scheme

              (1) An Application in relation to a firm may be made to the Court for an order sanctioning a Transfer Scheme. An Application may be made by —
              (a) the person concerned;
              (b) the transferee; or
              (c) both the person concerned and the transferee.
              (2) An Application in relation to a Fund may be made to the Court for an order sanctioning a Transfer Scheme. An Application may be made by —
              (a) the Fund concerned;
              (b) the Fund Manager, Trustee or auditor of the Fund concerned; or
              (c) the transferee.
              (3) The Court may grant an order if it considers that it is appropriate in the circumstances to sanction the Transfer Scheme.

            • 87. Rights to be heard

              The following have the right to be heard in an Application under section 86

              (a) any person who alleges that he would be adversely affected if the scheme were to be carried out; and
              (b) the Regulator.

            • 88. Powers of the Court in relation to a Transfer Scheme

              (1) If the Court makes an order sanctioning a Transfer Scheme, it may, by that order or any subsequent order, provide for any of the following —
              (a) the transfer of the whole or part of the undertaking concerned and of any property or liabilities of the person concerned or the Fund concerned;
              (b) the transferee to continue any pending legal proceedings by or against the person concerned or the Fund concerned;
              (c) incidental, consequential and supplementary matters which are necessary to ensure that the scheme is fully and effectively carried out;
              (d) the interests of any person who objects to the scheme to be dealt with in such manner as the Court may direct;
              (e) the dissolution (but not Winding-Up) of any person concerned or any Fund concerned; and
              (f) the reduction, on such terms and conditions it thinks fit, of the benefits payable under —
              (i) any insurance policy; or
              (ii) insurance policies generally;
              entered into by the person concerned or the Fund concerned and transferred as a result of the Transfer Scheme.
              (2) An order may —
              (a) transfer property or liabilities whether or not the person concerned or the Fund concerned otherwise has the capacity to effect the transfer in question;
              (b) make provision in relation to property which was held by the person concerned or the Fund concerned as trustee;
              (c) make provision as to future or contingent rights or liabilities of the person concerned or the Fund concerned, including provision as to the construction of instruments under which such rights or liabilities may arise.
              (3) If an order makes provision for the transfer of property or liabilities —
              (a) the property is transferred to and vests in; and
              (b) the liabilities are transferred to and become liabilities of;
              the transferee as a result of the order.
              (4) If any property or liability included in the order is governed by the law of any jurisdiction other than the Abu Dhabi Global Market, the Court may order the person concerned or the Fund concerned, if the transferee so requires, to take all necessary steps to secure that the transfer of the property or liability is fully effective under the law of that country or territory.
              (5) Property transferred as the result of an order under this section may, if the Court so directs, vest in the transferee free from any Charge which is (as a result of the scheme) to cease to have effect.
              (6) An order under this section which provides for the transfer of property is to be treated as an instrument of transfer for the purposes of any enactment requiring the delivery of an instrument of transfer to register property.

            • 89. Requirements of a Scheme

              (1) An Application under section 86 in respect of a scheme shall be accompanied by a report on the terms of the Transfer Scheme (a "Scheme Report").
              (2) A Scheme Report may only be made by a person—
              (a) who, in the Regulator's opinion, has the necessary skills to make a proper report; and
              (b) is nominated or approved by the Regulator.
              (3) A Scheme Report must be made in a form approved by the Regulator.
              (4) The Regulator may direct that a Scheme Report need not be provided, if for reasons of urgency, it is in the interests of the Abu Dhabi Global Market to do so.
              (5) The person concerned or the Fund concerned must provide written notice of the proposed transfer to all interested parties as determined by the Regulator at their last known mailing address.
              (6) The person concerned or the Fund concerned must publish a notice in a designated newsletter which it thinks would be most suitable for bringing the notice to the attention of those who would be affected by the proposed transfer.
              (7) The Regulator may direct that a notice under subsection (5) and (6) need not be provided, if, for reasons of urgency, it is in the interests of the Abu Dhabi Global Market to do so.
              (8) The Court may choose not to make a determination regarding an Application under section 86 if either the Applicant or the person concerned or the Fund concerned have failed to comply with the requirements of this section.

            • 90. Conditions for sanctioning a Transfer Scheme

              Before the Court may make an order for a Transfer Scheme, it must be satisfied that the transferee, before the Transfer Scheme takes effect —

              (a) will have procured all necessary authorisations required to enable the business to be transferred to be carried on in the same manner by the transferee;
              (b) has adequate financial resources to carry on the business in accordance with the governing law of the jurisdiction to which it is to be transferred (if applicable).

            • 91. Modifications

              The Regulator may by Rules modify any provision in this Chapter where necessary for the purpose of furthering one or more of its objectives.

          • Part 8 Part 8 Market Abuse

            • Market Abuse

              • 92. Market abuse

                (1) For the purposes of these Regulations, Market Abuse is Behaviour (whether by one person alone or by two or more persons jointly or in concert) which —
                (a) occurs in relation to —
                (i) Financial Instruments admitted to trading on a —
                (A) Prescribed Market; or
                (B) a similar market or trading venue situated outside the Abu Dhabi Global Market and accessible electronically from within the Abu Dhabi Global Market;
                (ii) Financial Instruments in respect of which a request for admission to trading on such a market has been made;
                (iii) in the case of subsection (2) or (3) Behaviour, instruments which are Related Instruments in relation to such Financial Instruments; or
                (iv) an Accepted Crypto Asset admitted to trading on a Crypto Asset Exchange; and
                (b) falls within any one or more of the types of Behaviour set out in subsections (2) to (6).
                (2) The first type of Behaviour is where an Insider deals, or attempts to deal, in a Financial Instrument, Related Instrument or an Accepted Crypto Asset on the basis of Inside Information relating to the Financial Instruments, Related Instruments or Accepted Crypto Assets in question.
                (3) The second is where an Insider discloses Inside Information to another person otherwise than in the proper course of the exercise of his employment, profession or duties.
                (4) The third is where the Behaviour consists of effecting transactions or orders to trade (otherwise than for legitimate reasons and in conformity with Accepted Market Practices on the relevant market) which —
                (a) give, or are likely to give, a false or misleading impression as to the supply of, or demand for, or as to the price of, one or more Financial Instruments or Accepted Crypto Assets; or
                (b) secure the price of one or more such instruments at an abnormal or artificial level.
                (5) The fourth is where the Behaviour consists of effecting transactions or orders to trade which employ fictitious devices or any other form of deception or contrivance.
                (6) The fifth is where the Behaviour consists of the dissemination of information by any means which gives, or is likely to give, a false or misleading impression as to a Financial Instrument or an Accepted Crypto Asset by a person who knew or could reasonably be expected to have known that the information was false or misleading.
                Amended on June 25, 2018

              • 93. Supplementary provision about certain Behaviour

                (1) Behaviour is to be taken into account for the purposes of this Part only if it occurs —
                (a) in the Abu Dhabi Global Market; or
                (b) in relation to —
                (i) Financial Instruments which are admitted to trading on a Prescribed Market situated in, or operating in, the Abu Dhabi Global Market;
                (ii) Financial Instruments for which a request for admission to trading on such a Prescribed Market has been made; or
                (iii) Accepted Crypto Assets admitted to trading on a Crypto Asset Exchange.
                (2) For the purposes of section 92(6), the dissemination of information by a person acting in the capacity of a journalist is to be assessed taking into account the codes governing his profession unless he derives, directly or indirectly, any advantage or profits from the dissemination of the information.
                (3) Behaviour does not amount to Market Abuse for the purposes of these Regulations if —
                (a) it conforms with a Rule which includes a provision to the effect that Behaviour conforming with the Rule does not amount to Market Abuse;
                (b) it conforms with the Price Stabilising Rules; or
                (c) it is done by a person acting on behalf of a public authority in the legitimate exercise of its public functions.
                Amended on June 25, 2018

              • 94. Insiders

                For the purposes of this Part, an Insider is any person who has Inside Information —

                (a) as a result of his membership of an administrative, management or supervisory body of an Issuer of Financial Instruments;
                (b) as a result of his holding in the capital of an Issuer of Financial Instruments;
                (c) as a result of having access to the information through the exercise of his employment, profession or duties;
                (d) as a result of his criminal activities; or
                (e) which he has obtained by other means and which he knows, or could reasonably be expected to know, is Inside Information.

              • 95. Inside Information

                (1) This section defines "Inside Information" for the purposes of these Regulations.
                (2) In relation to Financial Instruments, Accepted Crypto Assets or Related Instruments which are not Commodity Derivatives, Inside Information is information of a Precise nature which —
                (a) is not generally available;
                (b) relates, directly or indirectly, to one or more Issuers of the Financial Instruments or to one or more of the Financial Instruments or Accepted Crypto Assets; and
                (c) would, if generally available, be likely to have a significant effect on the price of the Financial Instruments, Accepted Crypto Assets or Related Instruments.
                (3) In relation to Financial Instruments or Related Instruments which are Commodity Derivatives, Inside Information is information of a Precise nature which —
                (a) is not generally available;
                (b) relates, directly or indirectly, to one or more such derivatives; and
                (c) users of markets on which the derivatives are traded would expect to receive in accordance with any Accepted Market Practices on those markets.
                (4) In relation to a person charged with the execution of orders concerning any Financial Instruments, Accepted Crypto Assets or Related Instruments, Inside Information includes information conveyed by a client and related to the client's pending orders which —
                (a) is of a Precise nature;
                (b) is not generally available;
                (c) relates, directly or indirectly, to one or more Issuers of Financial Instruments or to one or more Financial Instruments; and
                (d) would, if generally available, be likely to have a significant effect on the price of those Financial Instruments, Accepted Crypto Assets or Related Instruments.
                (5) Information is Precise if it —
                (a) indicates circumstances that exist or may reasonably be expected to come into existence or an event that has occurred or may reasonably be expected to occur; and
                (b) is specific enough to enable a conclusion to be drawn as to the possible effect of those circumstances or that event on the price of Financial Instruments or Related Instruments.
                (6) Information would be likely to have a significant effect on price if and only if it is information of a kind which a reasonable investor would be likely to use as part of the basis of his investment decisions.
                (7) For the purposes of subsection (3)(c), users of markets on which investments in Commodity Derivatives are traded are to be treated as expecting to receive information relating directly or indirectly to one or more such derivatives in accordance with any Accepted Market Practices, which is —
                (a) routinely made available to the users of those markets; or
                (b) required to be disclosed in accordance with any statutory provision, market rules, or contracts or customs on the relevant underlying commodity market or Commodity Derivatives market.
                (8) Information which can be obtained by research or analysis conducted by, or on behalf of, users of a market is to be regarded, for the purposes of this Part, as being generally available to them.
                Amended on June 25, 2018

            • The Rules of Market Conduct

              • 96. The Rules of Market Conduct

                (1) The Regulator may make Rules ("Rules of Market Conduct") specifying —
                (a) descriptions of Behaviour that, in the opinion of the Regulator, amount to Market Abuse;
                (b) descriptions of Behaviour that, in the opinion of the Regulator, do not amount to Market Abuse;
                (c) factors that, in the opinion of the Regulator, are to be taken into account in determining whether or not Behaviour amounts to Market Abuse;
                (d) descriptions of Behaviour that are Accepted Market Practices in relation to one or more Prescribed Markets;
                (e) descriptions of Behaviour that are not Accepted Market Practices in relation to one or more Prescribed Markets.
                (2) Rules of Market Conduct may make different provisions in relation to persons, cases or circumstances of different descriptions.

              • 97. Effect of the Rules of Market Conduct

                (1) If a person behaves in a way which is described (in the Rules of Market Conduct in force under section 96 at the time of the Behaviour) as Behaviour that, in the Regulator's opinion, does not amount to Market Abuse, that Behaviour of his is to be taken, for the purposes of these Regulations, as not amounting to Market Abuse.
                (2) Otherwise, the Rules of Market Conduct in force under section 96 at the time when particular Behaviour occurs may be relied on so far as it indicates whether or not that Behaviour should be taken to amount to Market Abuse.

              • 98. Prohibition on Market Abuse

                (1) A person ("A") shall not —
                (a) engage in Market Abuse; or
                (b) by taking or refraining from taking any action, require or encourage another person or persons to engage in Behaviour which, if engaged in by A, would amount to Market Abuse.
                (2) A person does not contravene subsection (1) if —
                (a) he believed, on reasonable grounds, that his Behaviour did not fall within paragraph (a) or (b) of that subsection; or
                (b) he took all reasonable precautions and exercised all due diligence to avoid behaving in a way which fell within paragraph (a) or (b) of that subsection.

            • Miscellaneous

              • 99. Suspension of investigations

                (1) If the Regulator considers it desirable or expedient because of the exercise or possible exercise of a power relating to Market Abuse, it may direct a Recognised Body —
                (a) to terminate, suspend or limit the scope of any inquiry which the Recognised Body is conducting under its rules; or
                (b) not to conduct an inquiry which the Recognised Body proposes to conduct under its rules.
                (2) A Direction under this section —
                (a) must be given to the Recognised Body concerned by notice in writing; and
                (b) is enforceable, on the application of the Regulator, by injunction.
                (3) The Regulator's powers relating to Market Abuse are its powers —
                (a) under Part 19; or
                (b) to appoint a person to conduct an investigation under section 205.

              • 100. Effect on transactions

                The taking of any action under Part 19 in relation to Market Abuse does not make any transaction void or unenforceable.

              • 101. Protected Disclosures

                (1) A disclosure which satisfies the following three conditions is not to be taken to breach any restriction on the disclosure of information (however imposed).
                (2) The first condition is that the information or other matter —
                (a) causes the Disclosing Person to know or suspect; or
                (b) gives him reasonable grounds for knowing or suspecting;
                that another person has engaged in Market Abuse.
                (3) The second condition is that the information or other matter disclosed came to the Disclosing Person in the course of his trade, profession, business or employment.
                (4) The third condition is that the disclosure is made to the Regulator or to a nominated officer as soon as is practicable after the information or other matter comes to the Disclosing Person.
                (5) A disclosure to a nominated officer is a disclosure which is made to a person nominated by the Disclosing Person's employer to receive disclosures under this section, and is made in the course of the Disclosing Person's employment and in accordance with the procedure established by the employer for the purpose.
                (6) For the purposes of this section, references to a person's employer include any body, association or organisation (including a voluntary organisation) in connection with whose activities the person exercises a function (whether or not for gain or reward) and references to employment must be construed accordingly.

          • Part 9 Part 9 Misleading Statements and Impressions

            • 102. Misleading Statements

              (1) Subsection (2) applies to a person ("P") who —
              (a) makes a statement which P knows to be false or misleading in a material respect;
              (b) makes a statement which is false or misleading in a material respect, being reckless as to whether it is; or
              (c) dishonestly conceals any material facts whether in connection with a statement made by P or otherwise.
              (2) P commits a contravention of these Regulations if P makes the statement or conceals the facts with the intention of inducing, or is reckless as to whether making it or concealing them may induce, another person (whether or not the person to whom the statement is made) —
              (a) to enter into or offer to enter into, or to refrain from entering or offering to enter into; or
              (b) to acquire, dispose of, subscribe for or underwrite, or refrain from acquiring, disposing of, subscribing for or underwriting; or
              (c) to exercise, or refrain from exercising, any rights conferred by—
              a Financial Instrument, a Specified Investment or an Accepted Crypto Asset, as applicable.
              (3) In proceedings for a contravention under subsection (2) brought against a person to whom that subsection applies as a result of paragraph (a) of subsection (1), it is a defence for the person charged ("D") to show that the statement was made in conformity with —
              (a) Price Stabilising Rules (section 7(4)); or
              (b) Control of Information Rules (section 7(3)).
              (4) Subsections (1) and (2) do not apply unless —
              (a) the statement is made in or from, or the facts are concealed in or from, the Abu Dhabi Global Market or arrangements are made in or from the Abu Dhabi Global Market for the statement to be made or the facts to be concealed;
              (b) the person on whom the inducement is intended to or may have effect is in the Abu Dhabi Global Market; or
              (c) the agreement is or would be entered into or the rights are or would be exercised in the Abu Dhabi Global Market.
              Amended on June 25, 2018

            • 103. Misleading Impressions

              (1) A person ("P") who does any act or engages in any course of conduct which creates a false or misleading impression as to the market in or the price or value of any Financial Investments or Accepted Crypto Assets commits a contravention of these Regulations if —
              (a) P intends to create the impression; and
              (b) the case falls within either subsection (2) or (3) or both.
              (2) The case falls within this subsection if P intends, by creating the impression, to induce another person to acquire, dispose of, subscribe for or underwrite the investments or to refrain from doing so or to exercise or refrain from exercising any rights conferred by the investments.
              (3) The case falls within this subsection if —
              (a) P knows that the impression is false or misleading or is reckless as to whether it is; and
              (b) P intends by creating the impression to produce any of the results in subsection (4) or is aware that creating the impression is likely to produce any of the results in that subsection.
              (4) Those results are —
              (a) the making of a gain for P or another; or
              (b) the causing of loss to another person or the exposing of another person to the risk of loss.
              (5) References in subsection (4) to gain or loss are to be read in accordance with subsections (6) and (7).
              (6) In proceedings brought against any person ("D") for a contravention under subsection (1) it is a defence for D to show —
              (a) to the extent that the contravention results from subsection (2), that D reasonably believed that D's conduct would not create an impression that was false or misleading as to the matters mentioned in subsection (1);
              (b) that D acted or engaged in the conduct —
              (i) for the purpose of stabilising the price of investments; and
              (ii) in conformity with Price Stabilising Rules; or
              (c) that D acted or engaged in the conduct in conformity with Control of Information Rules.
              (7) This section does not apply unless —
              (a) the act is done, or the course of conduct is engaged in, in the Abu Dhabi Global Market; or
              (b) the false or misleading impression is created there.
              Amended on June 25, 2018

            • 104. Misleading statements etc. in relation to Benchmarks

              (1) A person ("A") who makes to another person ("B") a false or misleading statement commits a contravention of these Regulations if —
              (a) A makes the statement in the course of arrangements for the setting of a Relevant Benchmark;
              (b) A intends that the statement should be used by B for the purpose of the setting of a Relevant Benchmark; and
              (c) A knows that the statement is false or misleading or is reckless as to whether it is.
              (2) A person ("C") who does any act or engages in any course of conduct which creates a false or misleading impression as to the price or value of any investment or as to the interest rate appropriate to any transaction commits a contravention of these Regulations if —
              (a) C intends to create the impression;
              (b) the impression may affect the setting of a Relevant Benchmark;
              (c) C knows that the impression is false or misleading or is reckless as to whether it is; and
              (d) C knows that the impression may affect the setting of a Relevant Benchmark.
              (3) In proceedings for a contravention under subsection (1), it is a defence for the person charged ("D") to show that the statement was made in conformity with —
              (a) Price Stabilising Rules (section 7(4)); or
              (b) Control of Information Rules (section 7(3)).
              (4) In proceedings brought against any person ("D") for a contravention under subsection (2) it is a defence for D to show —
              (a) that D acted or engaged in the conduct —
              (i) for the purpose of stabilising the price of investments; and
              (ii) in conformity with Price Stabilising Rules (section 7(4)); or
              (b) that D acted or engaged in the conduct in conformity with Control of Information Rules (section 7(3)).
              (5) Subsection (1) does not apply unless the statement is made in or from the Abu Dhabi Global Market or to a person in the Abu Dhabi Global Market.
              (6) Subsection (2) does not apply unless —
              (a) the act is done, or the course of conduct is engaged in, in the Abu Dhabi Global Market; or
              (b) the false or misleading impression is created in the Abu Dhabi Global Market.

          • Part 10 Part 10 Change of Control

            • 105. Provisions governing Controllers

              (1) The Regulator may make Rules in connection with the change of control of Authorised Persons or Recognised Bodies. Such Rules may make provision as to —
              (a) when a person becomes or ceases to be a Controller of an Authorised Person or Recognised Body;
              (b) which shareholdings are to be disregarded when assessesing whether a person becomes or ceases to be a Controller of an Authorised Person or Recognised Body;
              (c) when the acquisition of, or increase or decrease in the level of, Control of an Authorised Person or Recognised Body requires either the prior approval of, or notification to, the Regulator;
              (d) when the Regulator may object to an existing Controller;
              (e) the procedures relating to the approval, notification and objections referred to in paragraphs (c) and (d); and
              (f) any other matter necessary or incidental to give effect to the provisions governing Controllers.
              (2) Without limiting the generality of the Regulator's powers, the Regulator may —
              (a) approve or object to a person becoming a Controller of an Authorised Person or Recognised Body;
              (b) approve or object to an increase in the level of control of an existing Controller of an Authorised Person or Recognised Body;
              (c) object to an existing Controller of an Authorised Person or Recognised Body where it has reasonable grounds to believe that such a person is no longer an acceptable Controller; and
              (d) approve a person as a Controller or approve an increase of Control by an existing Controller subject to such conditions as it considers appropriate.
              (3) Where the Regulator considers an existing Controller of an Authorised Person or Recognised Body to be an unacceptable Controller —
              (a) it must notify the Controller and the Authorised Person or Recognised Body in writing that the Controller is no longer an acceptable Controller; and
              (b) it may require that the Controller and the Authorised Person or Recognised Body take such action as is specified by the Regulator.
              (4) Without limiting the generality of the Regulator's powers, the Regulator may, for the purposes of subsection (3)(b) —
              (a) require an Authorised Person or Recognised Body to take such action as is specified by the Regulator in relation to an unacceptable Controller;
              (b) where an Authorised Person or Recognised Body has failed to comply with a requirement referred to in paragraph (a) to the satisfaction of the Regulator, exercise any of its powers in relation to the Authorised Person or Recognised Body; or
              (c) require the unacceptable Controller to take such action as specified by the Regulator.

          • Part 11 Part 11 Collective Investment Funds

            • Chapter 1 Chapter 1 Interpretation

              • 106. Collective Investment Funds

                (1) In this Part, "Collective Investment Fund" means any arrangements with respect to property of any description, including money, the purpose or effect of which is to enable persons taking part in the arrangements (whether by becoming owners of the property or any part of it or otherwise) to participate in or receive profits or income arising from the acquisition, holding, management or disposal of the property or sums paid out of such profits or income.
                (2) The arrangements must be such that the persons who are to participate ("Unitholders") do not have day-to-day control over the management of the property, whether or not they have the right to be consulted or to give directions.
                (3) The arrangements must also have both of the following characteristics —
                (a) the contributions of the Unitholders and the profits or income out of which payments are to be made to them are pooled; and
                (b) the property is managed as a whole by or on behalf of the Fund Manager.
                (4) If arrangements provide for such pooling as is mentioned in subsection (3)(a) in relation to separate parts of the property, the arrangements are not to be regarded as constituting a single Collective Investment Fund unless the Unitholders are entitled to exchange rights in one part for rights in another.
                (5) The Regulator may by Rules provide that arrangements do not amount to a Collective Investment Fund —
                (a) in specified circumstances; or
                (b) if the arrangements fall within a specified category of arrangement.
                Amended on (13 January, 2020).

            • Chapter 2 Chapter 2 Registration of Public Funds

              • 107. Registration requirement

                (1) Every Domestic Fund (including any Sub-Fund, where applicable) which is a Public Fund shall be registered with the Regulator.
                (2) The Regulator shall register a Public Fund if the Fund (or Sub-Fund) meets all the requirements in this Chapter.
                (3) The Application for the registration of a Public Fund shall be made to the Regulator by the Fund Manager or, if the Fund is an Investment Trust, jointly by the Fund Manager and the Trustee of that Fund.
                (4) Such an Application shall —
                (a) be made in accordance with any applicable Rules made by the Regulator;
                (b) be made in such manner as the Regulator may direct; and
                (c) contain, and be accompanied by, such other information as the Regulator may reasonably require.

              • 108. Providing information in relation to the Application

                (1) The Regulator may require the Fund Manager, and if relevant the Trustee, to provide such further information (in such form and with such verification) as it reasonably considers necessary to enable it to determine the Application.
                (2) Different directions may be given, and different requirements imposed, in relation to different Applications or categories of Application.
                (3) The Regulator may require an Applicant to provide information which the Applicant is required to provide to it under this section in such form, or to verify it in such a way, as the Regulator may direct.

              • 109. Rejection of an Application

                The Regulator may refuse to grant an Application for registration of a Public Fund if it is not satisfied that the requirements referred to in section 107 have been met.

              • 110. Granting registration

                (1) The Regulator shall grant the registration to come into effect on a specified date.
                (2) Where the Regulator registers a Public Fund, it shall, without undue delay, inform the Fund Manager and, if relevant, the Trustee in writing of —
                (a) that decision; and
                (b) the date on which the registration shall come into effect.

              • 111. Withdrawal of registration

                (1) The Regulator may, subject to subsection (2), withdraw the registration of a Public Fund where one or more of the following circumstances apply —
                (a) the Fund is not operating or has been wound up;
                (b) any information provided to the Regulator by the Fund Manager or, if Appointed, the Trustee, is false or misleading in a material particular or materially misleading;
                (c) the Fund Manager or, if Appointed, the Trustee has contravened these Regulations or any Rules made under these Regulations;
                (d) the Fund Manager or, if Appointed, the Trustee or member of the Fund's Governing Body has not complied with a direction issued by the Regulator under these Regulations;
                (e) a person other than a member of the Fund's Governing Body, Shari'a Supervisory Board, the Trustee or a person providing oversight functions is exercising significant influence over the Fund, the Fund Manager or any member of the Fund's Governing Body;
                (f) the Fund Manager is no longer fit and proper to manage the Fund or is incapable of acting as the Fund Manager of the Fund in compliance with these Regulations, any Rules made by the Regulator or the terms of its Constitution;
                (g) the Trustee is no longer fit and proper to act as Trustee of the Fund or is incapable of acting as Trustee of the Fund in compliance with these Regulations, any Rules made by the Regulator, or the terms of its Constitution; or
                (h) the Fund Manager or, if Appointed, the Trustee requests the Regulator to withdraw the registration of the Fund on the grounds that the Unitholders have passed a Special Resolution approving the Fund to be deregistered.
                (2) The Regulator may withdraw the registration of a Fund under subsection (1) only if it considers that —
                (a) the withdrawal is in the interests of the Unitholders of the Fund; or
                (b) appropriate steps have been taken or may reasonably be taken to protect the interests of the Unitholders.
                (3) Where the Regulator has withdrawn, or proposes to withdraw, a registration under this section, it may, by written notice, direct the Fund Manager or, if Appointed, the Trustee to take such steps as the Regulator considers necessary or desirable to protect the interests of Unitholders in the Fund.
                (4) References in this section to a Fund include references to a Sub-Fund, as applicable.

            • Chapter 3 Chapter 3 Notification Requirement Applicable to Exempt Funds and Qualified Investor Funds

              • 112. Notification requirement

                (1) The Fund Manager of an Exempt Fund or a Qualified Investor Fund shall notify the Regulator at least 14 days prior to the initial Offer to issue Units in the Fund and, in the case of a closed-ended Fund, any subsequent Offer to issue Units in the Fund.
                (2) Such a notification must be made in the manner prescribed in any Rules made by the Regulator and include the name of the Fund and the type of Fund and any further details required under such Rules made by the Regulator.
                (3) If a Domestic Fund can no longer meet the conditions to be an Exempt Fund or a Qualified Investor Fund under any Rules made by the Regulator, the Fund Manager of that Fund shall, as soon as practicable, either —
                (a) in the case of an Exempt Fund, register the Fund as a Public Fund under section 107, or in the case of a Qualified Investor Fund, reconstitute the Fund as an Exempt Fund or register the Fund as a Public Fund under section 107; or
                (b) apply for the winding-up of that Fund.
                (4) References in this section to a Fund include references to a Sub-Fund, as applicable.

            • Chapter 4 Chapter 4 Investment Trusts

              • 113. General prohibition

                (1) A person shall not enter into an agreement to create a trust for collective investment purposes unless it is an agreement of the kind referred to in section 114.
                (2) The Regulator may by Rules prescribe circumstances in which the prohibition in subsection (1) does not apply.

              • 114. Creation of an Investment Trust

                (1) An Investment Trust shall be created by a Trust Deed entered into between —
                (a) an Authorised Person who has a Financial Services Permission to Manage Assets or Manage a Collective Investment Fund; and
                (b) an Authorised Person who has a Financial Services Permission to Act as the Trustee of an Investment Trust.
                (2) The Trustee of an Investment Trust must be independent of the Fund Manager of that Investment Trust. A Trustee will not be independent of a Fund Manager if —
                (a) the Fund Manager or the Trustee holds, or exercise voting rights in respect of, any Shares of the other;
                (b) the Fund Manager and the Trustee have a common holding company or a common ultimate holding company;
                (c) the Fund Manager or the Trustee have Directors on its Governing Body, who are also Directors of the other;
                (d) the Fund Manager or the Trustee has individuals performing Controlled Functions who are also individuals performing Controlled Functions for the other; or
                (e) the Fund Manager and the Trustee have been involved in the previous two years in any professional or material business dealings, other than acting as Fund Manager or Trustee respectively of any other Fund.
                (3) An Investment Trust shall be formed solely for collective investment purposes.
                (4) The Trust Deed shall —
                (a) meet all the requirements that apply in respect of the Constitution of a Fund under the Rules made by the Regulator;
                (b) set out clearly whether the Trustee is to provide the oversight function relating to the Investment Trust;
                (c) confer on the Trustee all the powers that are necessary for the Trustee to discharge all its duties and perform all its functions under these Regulations and any Rules made by the Regulator; and
                (d) not contain any provision which conflicts with the requirements in any Rules made by the Regulator.

              • 115. Effect and validity of the Trust Deed

                (1) The provisions of the Trust Deed are binding on the persons who become Unitholders of the Investment Trust, as if they were a party to the Trust Deed.
                (2) Any provision of a Trust Deed, which is inconsistent with these Regulations or any Rules made by the Regulator, shall be void.

              • 116. Unitholder liability

                (1) The Unitholders of an Investment Trust created under these Regulations are not liable for any debts or other liabilities incurred by or in respect of the Investment Trust except to the extent of any amount outstanding for the payment of the Units or interests in the Units at the price at which the Unitholder agreed to acquire the Units or interest in the Units.
                (2) No action shall be brought by any person against a Unitholder for any debts or other liabilities of, or in respect of, an Investment Trust or any actions or omissions of the Trustee or Fund Manager except to the extent provided in subsection (1).

              • 117. Power to make a Direction

                If, in the opinion of the Regulator, the name of a Fund or of a Sub-Fund conflicts with the name of another Fund or Sub-Fund or is undesirable or misleading, it may direct the Fund Manager to change the name of the Fund or the Sub-Fund.

              • 118. Recognised Jursidiction

                The Regulator may by Rules designate as a Recognised Jurisdiction any jurisdiction where it is satisfied that the laws and regulations of such jurisdiction are sufficiently equivalent to those of the Abu Dhabi Global Market in as far as they apply to the management and operation of Domestic Funds. The Regulator shall publish and maintain a list of such jurisdictions.

          • Part 12 Part 12 Recognised Bodies and OTC Derivatives

            • Chapter 1 Chapter 1 Exemption

              • General

                • 119. Exemption for Recognised Investment Exchanges and Recognised Clearing Houses

                  (1) A Recognised Investment Exchange is exempt from the General Prohibition as respects any Regulated Activity —
                  (a) which is carried on as a part of the Recognised Investment Exchange's business as an investment exchange; or
                  (b) which is carried on for the purposes of, or in connection with, the provision by the exchange of services designed to facilitate the provision of clearing services by another person.
                  (2) A Recognised Clearing House is exempt from the General Prohibition as respects any Regulated Activity —
                  (a) which is carried on for the purposes of, or in connection with, the provision of clearing services by the Recognised Clearing House; or
                  (b) which is carried on for the purposes of, or in connection with, the provision by the Recognised Clearing House of services designed to facilitate the provision of clearing services by another person.
                  (3) The Regulator may make Rules which amend paragraph (b) of subsection (1) or (2).

                • 120. Qualification for recognition

                  The Regulator may make Rules setting out the requirements ("Recognition Requirements") —

                  (a) which must be satisfied by an investment exchange or clearing house if it is to qualify as a body in respect of which the Regulator may make a recognition order under this Part; and
                  (b) which, if a recognition order is made, it must continue to satisfy, if it is to remain a Recognised Body.

              • Applications for recognition

                • 121. Application by an investment exchange

                  (1) Any Body Corporate may apply to the Regulator for an order declaring it to be a Recognised Investment Exchange for the purposes of these Regulations.
                  (2) An Application under subsection (1) must be made in such manner as the Regulator may by Rules require.

                • 122. Application by a clearing house

                  (1) A Body Corporate may, where it intends to provide clearing services in the Abu Dhabi Global Market, apply to the Regulator for an order declaring it to be for the purposes of these Regulations a Recognised Clearing House.
                  (2) An Application under subsection (1) must be made in such manner as the Regulator may by Rules require.

                • 123. Applications: supplementary

                  (1) At any time after receiving an Application and before determining it, the Regulator may require the Applicant to provide such further information as it reasonably considers necessary to enable it to determine the Application.
                  (2) Information which the Regulator requires in connection with an Application must be provided in such form, or verified in such manner, as the Regulator may direct.
                  (3) Different directions may be given, or requirements imposed, by the Regulator with respect to different Applications.

                • 124. Recognition orders

                  (1) If it appears to the Regulator that the Applicant satisfies the Recognition Requirements applicable in its case, the Regulator may —
                  (a) where the Application is made under section 121, make a recognition order declaring the Applicant to be a Recognised Investment Exchange;
                  (b) where the Application is made under section 122, make a recognition order declaring the Applicant to be a Recognised Clearing House.
                  (2) In considering an Application made under section 121 or 122, the Regulator may have regard to any information which it considers is relevant to the Application.
                  (3) A recognition order must specify a date on which it is to take effect.
                  (4) Section 135 has effect in relation to a decision to refuse to make a recognition order —
                  (a) as it has effect in relation to a decision to revoke such an order; and
                  (b) as if references to a Recognised Body were references to the Applicant.

                • 125. Variation of a recognition order

                  (1) On an application made to it, the Regulator may vary a recognition order by adding or removing a specified service or activity or class of Financial Instruments.
                  (2) The Regulator may at any time vary a recognition order for the purpose of correcting an error in, or omission from, the order.

                • 126. Liability in relation to Recognised Body's Regulatory Functions

                  A Recognised Body and its officers and staff are not to be liable in damages for anything done or omitted in the discharge of the Recognised Body's Regulatory Functions unless it is shown that the act or omission was in bad faith.

                • 127. Non-Abu Dhabi Global Market Investment Exchanges and Non-Abu Dhabi Global Market Clearing Houses

                  (1) An Application under sections 121 or 122 by a Non-Abu Dhabi Global Market Applicant must comply with such requirements relating to Non-Abu Dhabi Global Market Recognised Bodies as the Regulator may specify by Rules.
                  (2) If it appears to the Regulator that a Non-Abu Dhabi Global Market Applicant satisfies the requirements of subsection (3) it may make a recognition order declaring the Applicant to be —
                  (a) a Recognised Investment Exchange;
                  (b) a Recognised Clearing House.
                  (3) The requirements are that —
                  (a) investors are afforded protection equivalent to that which they would be afforded if the body concerned were required to comply with Recognition Requirements, other than any such requirements which are expressed in Rules under section 120 not to apply for the purposes of this paragraph;
                  (b) there are adequate procedures for dealing with a person who is unable, or likely to become unable, to meet his obligations in respect of one or more Market Contracts connected with the investment exchange or clearing house;
                  (c) the Applicant is able and willing to co-operate with the Regulator by the sharing of information and in other ways;
                  (d) adequate arrangements exist for co-operation between the Regulator and those responsible for the supervision of the Applicant in the country or territory in which the Applicant's head office is situated.
                  (4) In considering whether it is satisfied as to the requirements mentioned in subsections (3)(a) and (b), the Regulator is to have regard to —
                  (a) the relevant law and practice of the country or territory in which the Applicant's head office is situated, including, with respect to a Non-Abu Dhabi Global Market Recognised Clearing House applicant, the equivalence of such laws to those set out in Chapter 3 and Chapter 4 of this Part, and Part 13 of these Regulations;
                  (b) the rules and practices of the Applicant.
                  (5) In relation to a Non-Abu Dhabi Global Market Applicant and a body or association declared to be a Recognised Investment Exchange or Recognised Clearing House by a recognition order made by virtue of subsection (2) —
                  (a) the reference in section 139(1) to Recognition Requirements is to be read as a reference to matters corresponding to the matters in respect of which provision is made in the Recognition Requirements;
                  (b) sections 132(1) and 134(2) have effect as if the requirements mentioned in section 132(1)(a) and section 134(2)(a) were those of subsections (3)(a), (b), and (c) of this section;
                  (c) section 134(2) has effect as if the grounds on which a recognition order may be revoked under that provision included the ground that in the opinion of the appropriate regulator arrangements of the kind mentioned in subsection (3)(d) no longer exist.

              • Publication of information by Recognised Investment Exchange

                • 128. Publication of information by Recognised Investment Exchange

                  (1) A Recognised Investment Exchange must as soon as practicable after a recognition order is made in respect of it publish such particulars of the ownership of the exchange as the Regulator may reasonably require.
                  (2) The particulars published under subsection (1) must include particulars of the identity and scale of interests of the persons who are in a position to exercise significant influence over the management of the exchange, whether directly or indirectly.
                  (3) If an Ownership Transfer takes place in relation to a Recognised Investment Exchange, the exchange must as soon as practicable after becoming aware of the transfer publish such particulars relating to the transfer as the Regulator may reasonably require.
                  (4) A Recognised Investment Exchange must publish such particulars of any decision it makes to suspend or remove a Financial Instrument from trading on a Recognised Investment Exchange operated by it as the Regulator may reasonably require.
                  (5) The Regulator may determine the manner of publication under subsections (1), (3) and (4) and the timing of publication under subsection (4).
                  (6) This section does not apply to a Non-Abu Dhabi Global Market Investment Exchange.

              • Supervision

                • 129. Notification requirements

                  (1) The Regulator may make Rules requiring a Recognised Body to give it —
                  (a) notice of such events relating to the body as may be Specified; and
                  (b) such information in respect of those events as may be Specified.
                  (2) The Rules may also require a Recognised Body to give the Regulator, at such times or in respect of such periods as may be Specified, such information relating to the body as may be Specified.
                  (3) An obligation imposed by the Rules extends only to a notice or information which the Regulator may reasonably require for the exercise of its functions under these Regulations.
                  (4) The Rules may require information to be given in a Specified form and to be verified in a Specified manner.
                  (5) If a Recognised Body —
                  (a) alters or revokes any of its rules or guidance; or
                  (b) proposes to make new rules, makes new rules or issues new guidance;
                  it must give written notice to the Regulator without delay.
                  (6) If a Recognised Investment Exchange makes a change —
                  (a) in the arrangements it makes for the provision by another person of clearing services in respect of transactions effected on the exchange; or
                  (b) in the criteria which it applies when determining to whom it will provide services falling within section 119(1)(b);
                  it must give written notice to the Regulator without delay.
                  (7) If a Recognised Clearing House makes a change —
                  (a) in the Recognised Investment Exchanges for whom it provides clearing services or services falling within section 119(2)(b); or
                  (b) in the criteria which it applies when determining to whom (other than Recognised Investment Exchanges) it will provide clearing services or services falling within section 119(2)(b);
                  it must give written notice to the Regulator without delay.
                  (8) Subsections (5) to (7) do not apply to a Non-Abu Dhabi Global Market Investment Exchange or a Non-Abu Dhabi Global Market Clearing House.

                • 130. Modification or waiver of Rules

                  (1) The Regulator may, on the application or with the consent of a Recognised Body, direct that Rules made under section 129 or 131
                  (a) are not to apply to the body; or
                  (b) are to apply to the body with such modifications as may be specified in the Direction.
                  (2) An application must be made in such manner as the Regulator may direct.
                  (3) Subsections (4) to (6) apply to a Direction given under subsection (1).
                  (4) The Regulator may not give a Direction unless it is satisfied that —
                  (a) compliance by the Recognised Body with the Rules, or with the Rules as unmodified, would be unduly burdensome or would not achieve the purpose for which the Rules were made; and
                  (b) the Direction would not result in undue risk to persons whose interests the Rules are intended to protect.
                  (5) A Direction may be given subject to conditions.
                  (6) The Regulator may —
                  (a) revoke a Direction; or
                  (b) vary it on the application, or with the consent, of the Recognised Body to which it relates.

                • 131. Notification: Non-Abu Dhabi Global Market Investment Exchanges and Non-Abu Dhabi Global Market Clearing Houses

                  (1) At least once a year, every Non-Abu Dhabi Global Market Investment Exchange and Non-Abu Dhabi Global Market Clearing House must provide the Regulator with a report.
                  (2) The report must contain a statement as to whether any events have occurred which are likely to affect the Regulator's assessment of whether the requirements set out in section 127(3) have been satisfied.
                  (3) The report must also contain such information as may be specified in the Rules made by the Regulator.

                • 132. Regulator's power to give Directions

                  (1) This section applies if it appears to the Regulator that a Recognised Body —
                  (a) has failed, or is likely to fail, to satisfy the Recognition Requirements; or
                  (b) has failed to comply with any other obligation imposed on it by or under these Regulations.
                  (2) The Regulator may direct the body to take specified steps for the purpose of securing the body's compliance with —
                  (a) the Recognition Requirements; or
                  (b) any obligation of the kind in question.
                  (3) In the case of a Recognised Body other than a Non-Abu Dhabi Global Market Investment Exchange or Non-Abu Dhabi Global Market Clearing House, those steps may include —
                  (a) the granting to the Regulator of access to the premises of the body for the purpose of inspecting —
                  (i) those premises; or
                  (ii) any Documents on the premises which appear to the Regulator to be relevant for the purpose mentioned in subsection (2);
                  (b) the suspension of the carrying on of any Regulated Activity by the body for the period specified in the Direction.
                  (4) A Direction under this section is enforceable, on the application of the Regulator, by an injunction.
                  (5) The fact that a rule made by a Recognised Body has been altered in response to a Direction given by the Regulator does not prevent it from being subsequently altered or revoked by the Recognised Body.

                • 133. Additional power to direct Recognised Clearing Houses

                  (1) The Regulator may direct a Recognised Clearing House to take, or refrain from taking, specified action if the Regulator is satisfied that it is necessary to give the Direction, having regard to the public interest in —
                  (a) protecting and enhancing the stability of the Abu Dhabi Global Market Financial System;
                  (b) maintaining public confidence in the stability of the Abu Dhabi Global Market Financial System;
                  (c) maintaining the continuity of the clearing services provided by the Recognised Clearing House; and
                  (d) maintaining and enhancing the financial resilience of the Recognised Clearing House.
                  (2) The Direction may, in particular —
                  (a) specify the time for compliance with the Direction;
                  (b) require the rules of the Recognised Clearing House to be amended; and
                  (c) override such rules (whether generally or in their application to a particular case).
                  (3) The Direction may not require the Recognised Clearing House —
                  (a) to take any steps for the purpose of securing its compliance with —
                  (i) the Recognition Requirements; or
                  (ii) any obligation of a kind mentioned in section 132(1)(b); or
                  (b) to accept a transfer of property, rights or liabilities of another Recognised Clearing House.
                  (4) If the Direction is given in reliance on section 135(7), the Regulator must, within a reasonable time of giving the Direction, give the Recognised Clearing House a statement of its reasons —
                  (a) for giving the Direction; and
                  (b) for relying on section 135(7).
                  (5) A Direction under this section is enforceable, on the application of the Regulator, by an injunction.
                  (6) The Regulator may revoke a Direction given under this section.

                • 134. Revoking recognition

                  (1) A recognition order in respect of a Recognised Investment Exchange or in respect of a Recognised Clearing House may be revoked by an order made by the Regulator at the request, or with the consent, of the Recognised Body concerned.
                  (2) If it appears to the Regulator that a Recognised Body —
                  (a) is failing, or has failed, to satisfy the Recognition Requirements; or
                  (b) is failing, or has failed, to comply with any other obligation imposed on it by or under these Regulations;
                  it may make an order revoking the recognition order for that body.
                  (3) If it appears to the Regulator that a Recognised Body —
                  (a) has not carried on the business of an investment exchange or (as the case may be) of a clearing house during the period of 12 months beginning with the day on which the recognition order took effect in relation to it; or
                  (b) has not carried on the business of an investment exchange or (as the case may be) of a clearing house at any time during the period of six months ending with the Relevant Day;
                  it may make an order revoking the recognition order for that body.
                  (4) Subsection (3) does not apply to a Non-Abu Dhabi Global Market Investment Exchange or Non-Abu Dhabi Global Market Clearing House.
                  (5) An order under this section (a "Revocation Order") must specify the date on which it is to take effect.
                  (6) In the case of a Revocation Order made under subsection (2) or (3), the specified date must not be earlier than the end of the period of three months beginning with the day on which the order is made.
                  (7) A Revocation Order may contain such transitional provisions as the Regulator thinks necessary or expedient.

                • 135. Directions and revocation: procedure

                  (1) Before giving a Direction under sections 132 or 133 or making a Revocation Order under section 134(2) or (3), the Regulator must give written notice of its intention to do so to the Recognised Body concerned.
                  (2) A notice under subsection (1) must —
                  (a) state why the Regulator intends to give the Direction or make the order; and
                  (b) draw attention to the right to make representations conferred by subsection (3).
                  (3) Before the end of the period for making representations, the Recognised Body may make representations to the Regulator.
                  (4) The period for making representations is such period as is specified in the notice (which may, in any particular case, be extended by the Regulator).
                  (5) In deciding whether to —
                  (a) give a Direction; or
                  (b) make a Revocation Order;
                  the Regulator must have regard to any representations made in accordance with subsection (3).
                  (6) When the Regulator has decided to give a Direction under sections 132 or 133 or make the proposed Revocation Order, it must give the Recognised Body written notice of its decision.
                  (7) If the Regulator reasonably considers it necessary to do so, it may give a Direction under section 132 or 133
                  (a) without following the procedure set out in this section; or
                  (b) if the Regulator has begun to follow that procedure, regardless of whether the period for making representations has expired.
                  (8) If the Regulator has, in relation to a particular matter, followed the procedure set out in subsections (1) to (5), it need not follow it again if, in relation to that matter, it decides to take action other than that specified in its notice under subsection (1).

                • 136. Complaints about recognised bodies

                  The Regulator must make arrangements for the investigation of any Relevant Complaint about a Recognised Body.

              • Power to disallow excessive Regulatory Provision

                • 137. Power of the Regulator

                  (1) This section applies where a Recognised Body proposes to make any Regulatory Provision in connection with —
                  (a) its business as an investment exchange;
                  (b) the provision by it of clearing services; or
                  (c) the provision by it of services falling within section 119(1)(b) or (2)(b).
                  (2) If it appears to the Regulator —
                  (a) that the proposed provision will impose a Requirement on persons affected (directly or indirectly) by it; and
                  (b) that the Requirement is excessive;
                  the Regulator may direct that the proposed provision must not be made.
                  (3) A Requirement is excessive if —
                  (a) it is not required under any enactment or rule of law in the Abu Dhabi Global Market; and
                  (b) either —
                  (i) it is not justified as pursuing a reasonable regulatory objective; or
                  (ii) it is disproportionate to the end to be achieved.
                  (4) In considering whether a Requirement is excessive, the Regulator must have regard to all the relevant circumstances, including —
                  (a) the effect of existing legal and other requirements;
                  (b) the global character of financial services and markets and the international mobility of activity;
                  (c) the desirability of facilitating innovation; and
                  (d) the impact of the proposed provision on market confidence.
                  (5) Any provision made in contravention of a Direction under this section is of no effect.

                • 138. Power to disallow excessive Regulatory Provision: supplementary

                  (1) In section 137
                  (a) "Regulatory Provision" means any rule, guidance, arrangements, policy or practice; and
                  (b) references to making provision shall be read accordingly as including, as the case may require, issuing guidance, entering into arrangements or adopting a policy or practice.
                  (2) For the purposes of those sections, a variation of a proposal is treated as a new proposal.
                  (3) Those sections do not apply to a Non-Abu Dhabi Global Market Investment Exchange or Non-Abu Dhabi Global Market Clearing House.

            • Chapter 2 Chapter 2 Interpretation

              • 139. Interpretation of Part 12

                (1) References in this Part to rules of a Recognised Body are to rules made, or conditions imposed, by a Recognised Body with respect to —
                (a) Recognition Requirements;
                (b) admission of persons to, or their exclusion from the use of, its facilities; or
                (c) matters relating to its constitution.
                (2) References in this Part to guidance issued by a Recognised Body are references to guidance issued, or any recommendation made, in writing or other legible form and intended to have continuing effect, by a Recognised Body to —
                (a) all or any class of its members or users; or
                (b) persons seeking to become members of a Recognised Body or to use its facilities;
                with respect to the provision by it or its members of services.

            • Chapter 3 Chapter 3 Clearing, Reporting and Risk Mitigation of OTC Derivatives

              • 140. Commencement

                (1) The provisions of this Chapter 3 shall enter into force at such time as the Regulator shall appoint in Rules made by the Regulator. Different dates may be appointed for different provisions of this Chapter.
                (2) Such Rules may make transitional provision in relation to the entry into force of this Chapter 3.

              • 141. Clearing obligation

                (1) Counterparties shall clear all OTC Derivative Contracts pertaining to a class of OTC Derivatives that has been declared subject to the clearing obligation in accordance with section 142(1), if those contracts fulfil both of the following conditions —
                (a) they have been concluded in one of the following ways —
                (i) between two Financial Counterparties;
                (ii) between a Financial Counterparty and a Non-Financial Counterparty that meets the conditions referred to in section 147(1)(b);
                (iii) between two Non-Financial Counterparties that meet the conditions referred to in section 147(1)(b);
                (iv) between a Financial Counterparty or a Non-Financial Counterparty meeting the conditions referred to in section 147(1)(b) and an entity established in a jurisdiction outside the Abu Dhabi Global Market that would be subject to the clearing obligation if it were established in the Abu Dhabi Global Market; or
                (v) between two entities established in one or more jurisdictions outside the Abu Dhabi Global Market that would be subject to the clearing obligation if they were established in the Abu Dhabi Global Market, provided that the contract has a direct, substantial and foreseeable effect within the Abu Dhabi Global Market or where such an obligation is necessary or appropriate to prevent the evasion of any provisions of these Regulations; and
                (b) they are entered into or novated either —
                (i) on or after the date from which the clearing obligation takes effect; or
                (ii) on or after recognition as referred to in section 142(1) but before the date from which the clearing obligation takes effect if the contracts have a remaining maturity higher than the minimum remaining maturity determined by the Regulator in accordance with section 142(1)(c).
                (2) If a class of OTC Derivatives that has been previously declared subject to a clearing obligation in accordance with section 142(1) is no longer cleared by at least one Recognised Clearing House, it shall cease to be subject to the clearing obligation.
                (3) Without prejudice to risk-mitigation techniques under section 148, OTC Derivative Contracts that are Intragroup Transactions shall not be subject to the clearing obligation, provided that, at least 30 days before the use of the exemption, the counterparty or counterparties established in the Abu Dhabi Global Market have notified the Regulator in writing that they intend to make use of the exemption.
                (4) The OTC Derivative Contracts that are subject to the clearing obligation shall be cleared by a Recognised Clearing House. For that purpose a counterparty shall become a Clearing Member, a client, or shall establish indirect clearing arrangements with a Clearing Member, provided that those arrangements do not increase counterparty risk.
                (5) The Regulator may make Rules specifying the contracts that are considered to have a direct, substantial and foreseeable effect within the Abu Dhabi Global Market or the cases where it is necessary or appropriate to prevent the evasion of any provisions of these Regulations as referred to in subsection (1)(a)(v).

              • 142. Clearing obligation procedure

                (1) The Regulator may make Rules specifying —
                (a) a class of OTC Derivatives that shall be subject to the clearing obligation;
                (b) the date or dates from which the clearing obligation takes effect in respect of such class of OTC Derivatives, including any phase-in and the categories of counterparties to which the obligation applies; and
                (c) the minimum remaining maturity of the OTC Derivative Contracts referred to in section 141(1)(b)(ii).
                (2) With the overarching aim of reducing systemic risk, the Regulator may take into consideration the following criteria —
                (a) the degree of standardisation of the contractual terms and operational processes of the relevant class of OTC Derivatives;
                (b) the volume and liquidity of the relevant class of OTC Derivatives;
                (c) the availability of fair, reliable and generally accepted pricing information in the relevant class of OTC Derivatives;
                (d) the interconnectedness between counterparties using the relevant classes of OTC Derivatives;
                (e) the anticipated impact on the levels of Counterparty Credit Risk between counterparties;
                (f) the impact on competition in the Abu Dhabi Global Market;
                (g) the expected volume of the relevant class of OTC Derivatives;
                (h) whether more than one Recognised Clearing House already clears the same class of OTC Derivatives;
                (i) the ability of the relevant Recognised Clearing Houses to handle the expected volume and to manage the risk arising from the Clearing of the relevant class of OTC Derivatives;
                (j) the type and number of counterparties active, and expected to be active within the market for the relevant class of OTC Derivatives;
                (k) the amount of time a counterparty subject to the clearing obligation needs in order to put in place arrangements to clear its OTC Derivative Contracts through a Recognised Clearing House; and
                (l) the risk management and the legal and operational capacity of the range of counterparties that are active in the market for the relevant class of OTC Derivatives and that would fall within the scope of the clearing obligation.

              • 143. Access to a Recognised Clearing House in relation to OTC Derivative Contracts

                (1) A Recognised Clearing House that has been authorised to clear OTC Derivative Contracts shall accept clearing such contracts on a non-discriminatory and transparent basis, regardless of the trading venue.
                (2) A Recognised Clearing House may require that a trading venue comply with the operational and technical requirements established by the Recognised Clearing House, including the risk-management requirements.
                (3) A Recognised Clearing House shall accede to or refuse a formal request for access by a trading venue within three months of such a request.
                (4) Where a Recognised Clearing House refuses access under subsection (3), it shall provide the trading venue with full reasons for such refusal.
                (5) Save where the competent authority of the trading venue and that of the Recognised Clearing House refuse access, the Recognised Clearing House shall, subject to subsection (6), grant access within three months of a decision acceding to the trading venue's formal request in accordance with subsection (3).
                (6) The competent authority of the trading venue and that of the Recognised Clearing House may refuse access to the Recognised Clearing House following a formal request by the trading venue only where such access would threaten the smooth and orderly functioning of the markets or would adversely affect systemic risk.
                Amended on (21 February 2018).

              • 144. Access to a trading venue in relation to OTC Derivative Contracts

                (1) A trading venue shall provide trade feeds on a non-discriminatory and transparent basis to any Recognised Clearing House that has been authorised to clear OTC Derivative Contracts traded on that trading venue upon request by the Recognised Clearing House.
                (2) Where a request to access a trading venue has been formally submitted to a trading venue by a Recognised Clearing House, the trading venue shall respond to the Recognised Clearing House within three months.
                (3) Where access is refused by a trading venue, it shall notify the Recognised Clearing House accordingly, providing full reasons.
                (4) Without prejudice to the decision by competent authorities of the trading venue and of the Recognised Clearing House, access shall be made possible by the trading venue within three months of a positive response to a request for access.
                (5) Access of the Recognised Clearing House to the trading venue shall be granted only where such access would not require interoperability or threaten the smooth and orderly functioning of markets in particular due to liquidity fragmentation and the trading venue has put in place adequate mechanisms to prevent such fragmentation.
                Amended on (21 February 2018).

              • 145. Public register

                (1) The Regulator shall establish, maintain and keep up to date on its website a public register in order to identify the classes of OTC Derivatives subject to the clearing obligation.
                (2) The register shall include —
                (a) the classes of OTC Derivatives that are or will be subject to the clearing obligation;
                (b) the dates from which the clearing obligation takes effect, including any phased-in implementation;
                (c) the classes of OTC Derivatives identified by the Regulator that will be subject to the clearing obligation; and
                (d) the minimum remaining maturity of the Derivative Contracts referred to in section 141(1)(b)(ii).

              • 146. Reporting obligation

                (1) Taking effect as from such date as is specified by the Regulator, Counterparties and Recognised Clearing Houses established in the Abu Dhabi Global Market shall ensure that the details of any OTC Derivative Contract they have concluded and any modification or termination of the contract are reported to a Trade Repository registered with the Regulator. The details shall be reported no later than the Business Day following the conclusion, modification or termination of the contract.
                (2) A counterparty or a Recognised Clearing House which is subject to the reporting obligation in subsection (1) may delegate the reporting of the details of the OTC Derivative Contract. Counterparties and Recognised Clearing Houses shall ensure that the details of their OTC Derivative Contracts are reported without duplication.
                (3) Counterparties shall keep a record of any OTC Derivative Contract they have concluded and any modification for at least five years following the termination of the contract.
                (4) Where a Trade Repository is not available to record the details of an OTC Derivative Contract which is subject to the reporting obligation in subsection (1), counterparties and Recognised Clearing Houses shall ensure that such details are reported to the Regulator.
                (5) A counterparty or a Recognised Clearing House that reports the details of an OTC Derivative Contract to a Trade Repository or to the Regulator, or an entity that reports such details on behalf of a counterparty or a Recognised Clearing House shall not be considered in breach of any restriction on disclosure of information imposed by that contract or by any enactment or subordinate legislation. No liability resulting from that disclosure shall lie with the reporting entity or its officers, agents or employees.
                (6) The Regulator may make Rules specifying the details, type, format, frequency and reporting deadlines of the reports for the different classes of OTC Derivatives. The reports shall specify at least —
                (a) the parties to the OTC Derivative Contract and, where different, the beneficiary of the rights and obligations arising from it; and
                (b) the main characteristics of the OTC Derivative Contracts, including their type, underlying maturity, notional value, price, and settlement date.

              • 147. Non-Financial counterparties

                (1) Where a Non-Financial Counterparty takes positions in OTC Derivative Contracts and those positions exceed the Clearing threshold as specified under subsection (3), that Non-Financial Counterparty shall —
                (a) immediately notify the Regulator;
                (b) become subject to the clearing obligation for future contracts if the rolling average position over 30 Business Days exceeds the threshold; and
                (c) clear all relevant future contracts within four months of becoming subject to the clearing obligation.
                (2) A Non-Financial Counterparty that has become subject to the clearing obligation in accordance with subsection (1)(b) and that subsequently demonstrates to the Regulator that its rolling average position over 30 Business Days does not exceed the clearing threshold, shall no longer be subject to the clearing obligation.
                (3) In calculating the positions referred to in subsection (1), the Non-Financial Counterparty shall include all the OTC Derivative Contracts entered into by the Non-Financial Counterparty or by other non-financial entities within the Group to which the Non-Financial Counterparty belongs, which are not objectively measurable as reducing risks directly relating to the commercial activity or treasury financing activity of the Non-Financial Counterparty or of that Group.
                (4) The Regulator may make Rules specifying —
                (a) criteria for establishing which OTC Derivative Contracts are objectively measurable as reducing risks directly relating to the commercial activity or treasury financing activity referred to in subsection (3); and
                (b) values of the clearing thresholds, which are determined taking into account the systemic relevance of the sum of net positions and exposures per counterparty and per class of OTC Derivatives.

              • 148. Risk-mitigation techniques for OTC Derivative Contracts not cleared by a Recognised Clearing House

                (1) Financial Counterparties and Non-Financial Counterparties that enter into an OTC Derivative Contract not cleared by a Recognised Clearing House, shall ensure, exercising due diligence, that appropriate procedures and arrangements are in place to measure, monitor and mitigate operational risk and Counterparty Credit Risk, including at least —
                (a) the timely confirmation, where available, by electronic means, of the terms of the relevant OTC Derivative Contract; and
                (b) formalised processes which are robust, resilient and auditable in order to reconcile portfolios, to manage the associated risk and to identify disputes between parties early and resolve them, and to monitor the value of outstanding contracts.
                (2) Taking effect as from such date as is specified by the Regulator, Financial Counterparties and Non-Financial Counterparties referred to in section 147 shall mark to market on a daily basis the value of outstanding contracts. Where market conditions prevent marking to market, reliable and prudent marking-to-model shall be used.
                (3) Taking effect as from such date as is specified by the Regulator, Financial Counterparties shall have risk management procedures that require the timely, accurate and appropriately segregated exchange of collateral with respect to OTC Derivative Contracts. Non-Financial Counterparties referred to in section 147 shall have risk management procedures that require the timely, accurate and appropriately segregated exchange of collateral with respect to OTC Derivative Contracts that are entered into on or after the clearing threshold is exceeded.
                (4) Taking effect as from such date as is specified by the Regulator, Financial Counterparties shall hold an appropriate and proportionate amount of capital to manage the risk not covered by appropriate exchange of collateral.
                (5) The requirement laid down in subsection (3) shall not apply to an Intragroup Transaction that is entered into by counterparties which are both established in the Abu Dhabi Global Market provided that there is no current or foreseen practical or legal impediment to the prompt transfer of own funds or repayment of liabilities between counterparties.
                (6) An Intragroup Transaction that is entered into by a counterparty which is established in the Abu Dhabi Global Market and a counterparty which is established outside the Abu Dhabi Global Market shall be exempt from the requirement laid down in subsection (3), provided that the following conditions are fulfilled —
                (a) the risk management procedures of the counterparties are adequately sound, robust and consistent with the level of complexity of the derivative transaction; and
                (b) there is no current or foreseen practical or legal impediment to the prompt transfer of own funds or repayment of liabilities between the counterparties.
                (7) The counterparty of an Intragroup Transaction that is exempt from the requirement laid down in subsection (3) shall publicly disclose information on the exemption.
                (8) The obligations set out in subsections (1) to (7) shall apply to OTC Derivative Contracts entered into between Non-Abu Dhabi Global Market Firms that would be subject to those obligations if they were established in the Abu Dhabi Global Market, provided that those contracts have a direct, substantial and foreseeable effect within the Abu Dhabi Global Market or where such obligation is necessary or appropriate to prevent the evasion of any provision of these Regulations.
                (9) The Regulator shall regularly monitor the activity in OTC Derivatives not eligible for Clearing in order to identify cases where a particular Class of Derivatives may pose systemic risk and to prevent regulatory arbitrage between cleared and non-cleared derivative transactions.
                (10) The Regulator may make Rules specifying —
                (a) the procedures and arrangements referred to in subsection (1);
                (b) the market conditions that prevent marking to market and the criteria for using marking-to-model referred to in subsection (2);
                (c) the risk management procedures, including the levels and type of collateral and segregation arrangements, required for compliance with subsection (3);
                (d) the applicable criteria referred to in subsections (5) and (6) including in particular what should be considered as practical or legal impediment to the prompt transfer of own funds and repayment of liabilities between the counterparties;
                (e) the details of the information on exempt Intragroup Transactions referred to in subsection (7);
                (f) the contracts that are considered to have a direct, substantial and foreseeable effect within the Abu Dhabi Global Market or the cases where it is necessary or appropriate to prevent the evasion of any provision of these Regulations as referred to in subsection (8); and
                (g) the dates on which the provisions in this section come into effect.

            • Chapter 4 Chapter 4 Transaction Reporting

              • 149. Obligation to report transactions

                (1) Authorised Persons which execute transactions in Financial Instruments shall report complete and accurate details of such transactions to the Regulator as quickly as possible, and no later than the close of the following Business Day.
                (2) A Crypto Asset Exchange shall report details of transactions in Accepted Crypto Assets traded on its platform which are executed, or reported, through its systems.
                (3) The obligation laid down in subsection (1) and (2) shall apply to —
                (a) Financial Instruments which are admitted to trading or traded on a Recognised Investment Exchange or MTF or for which a request for admission to trading has been made;
                (b) Financial Instruments where the underlying is a Financial Instrument traded on a Recognised Investment Exchange or MTF; and
                (c) Financial Instruments where the underlying is an index or a basket composed of Financial Instruments traded on a Recognised Investment Exchange or MTF;
                regardless of whether or not such transactions are carried out on the Recognised Investment Exchange or MTF.
                (3) The operator of a Recognised Investment Exchange or MTF shall report details of transactions in Financial Instruments traded on its platform which are executed through its systems by a firm which is not subject to this section in accordance with subsection (1).
                (4) The Regulator may make Rules specifying —
                (a) the information to be included in reports made under subsection (1); and
                (b) the manner in which such reports are to be made.
                Amended on June 25, 2018

          • Part 13 Part 13 Settlement Finality

            • 150. Introduction

              (1) This Part has effect for the purposes of safeguarding the operation of certain financial markets by provisions with respect to —
              (a) the insolvency, Winding-Up or Default of a person party to transactions in the market (sections 151 to 165);
              (b) the effectiveness or enforcement of certain Charges given to secure obligations in connection with such transactions (sections 167 to 169); and
              (c) rights and remedies in relation to certain property provided as cover for margin in relation to such transactions or as Default Fund Contributions, or subject to such a Charge (sections 170 to 174).
              (2) For the purposes of this Part, "notice" will be deemed to have been given if the person to whom the notice was given deliberately failed to make enquiries as to that matter in circumstances in which a reasonable and honest person would have done so. This does not apply for the purposes of a provision requiring actual notice or actual written notice.

            • Recognised Investment Exchanges and Recognised Clearing Houses

              • 151. Market Contracts

                (1) In relation to a Recognised Investment Exchange or a Remote Investment Exchange, this Part applies to —
                (a) contracts entered into by a member or Designated Non-Member of the Recognised Investment Exchange with a person other than the Recognised Investment Exchange which are either —
                (i) contracts made on the Recognised Investment Exchange or on a Recognised Investment Exchange to whose undertaking the Recognised Investment Exchange has succeeded whether by amalgamation, merger or otherwise; or
                (ii) contracts in the making of which the member or Designated Non-Member was subject to the rules of the Recognised Investment Exchange or of a Recognised Investment Exchange to whose undertaking the Recognised Investment Exchange has succeeded whether by amalgamation, merger or otherwise;
                (b) contracts entered into by the Recognised Investment Exchange or Remote Investment Exchange, in its capacity as such, with a member of the Recognised Investment Exchange or Remote Investment Exchange, or with a Recognised Clearing House, a Remote Clearing House or with another Recognised Investment Exchange or Remote Investment Exchange for the purpose of enabling the rights and liabilities of that member, Recognised Clearing House, Remote Clearing House or other Recognised Investment Exchange or Remote Investment Exchange under a transaction to be settled; and 
                (c) contracts entered into by the Recognised Investment Exchange or Remote Investment Exchange with a member of the Recognised Investment Exchange or Remote Investment Exchange, or with a Recognised Clearing House, a Remote Clearing House or with another Recognised Investment Exchange or Remote Investment Exchange for the purpose of providing Clearing Services to that member or Recognised Clearing House, Remote Clearing House, other Recognised Investment Exchange or other Remote Investment Exchange.
                (2) In relation to transactions which are cleared through a Recognised Clearing House or Remote Clearing House, this Part applies to —
                (a) Clearing Member House Contracts;
                (b) Clearing Member Client Contracts;
                (c) Client Trades, other than Client Trades excluded by subsections (3) or (4); and
                (d) contracts entered into by the Recognised Clearing House or Remote Clearing House with a member of the Recognised Clearing House or Remote Clearing House for the purpose of providing Clearing Services to that member or Recognised Body or Remote Body.
                (3) A Client Trade is excluded by this subsection from subsection (2)(c) if —
                (a) the Clearing Member which is a party to the Clearing Member Client Contract corresponding to the Client Trade Defaults; and
                (b) the Clearing Member Client Contract is not transferred to another Clearing Member within the period specified for this purpose in the Default Rules of the Recognised Clearing House or Remote Clearing House.
                (4) A Client Trade is also excluded by this subsection from subsection (2)(c) if —
                (a) the Client Trade was entered into by a Client in the course of providing Indirect Clearing Services to an Indirect Client;
                (b) the Client Defaults; and
                (c) the Clearing Member Client Contract corresponding to the Client Trade is not transferred within —
                (i) the period specified for this purpose in the Default Rules of the Recognised Clearing House or Remote Clearing House; or
                (ii) if no such period is specified in the Default Rules of the Recognised Clearing House or Remote Clearing House, a period of 14 days beginning with the day on which proceedings in respect of the Client's insolvency are begun.
                (5) The parties referred to in the definitions of "Clearing Member Client Contract" and "Client Trade" are —
                (a) a Clearing Member;
                (b) a Client; and
                (c) an Indirect Client.
                (6) The reference in subsection (4)(c)(ii) to the beginning of insolvency proceedings is to —
                (a) the presentation of a petition for Winding-Up;
                (b) the application for an administration order or the passing of a resolution for voluntary Winding-Up; or
                (c) the appointment of an Administrative Receiver.
                (7) In subsection (6)(b) the reference to an application for an administration order is to be taken to include a reference to —
                (a) in a case where an Administrator is appointed in accordance with Chapter 2 of Part 1 of the Insolvency Regulations 2015 following filing with the Court of a copy of a notice of intention to appoint under section 24 of those Regulations, the filing of the copy of the notice; and
                (b) in a case where an Administrator is appointed under that Part without a copy of a notice of intention to appoint having been filed with the Court, the appointment of the Administrator.

              • 152. Qualifying Collateral Arrangements and Qualifying Property Transfers

                (1) In relation to transactions which are cleared through a Recognised Clearing House, this Part applies to —
                (a) any contracts or contractual obligations for, or arising out of, the provision of Property as margin where —
                (i) the margin is provided to a Recognised Clearing House and is recorded in the accounts of the Recognised Clearing House as an asset held for the account of a Client, an Indirect Client, or a group of Clients or Indirect Clients; or
                (ii) the margin is provided to a Client or Clearing Member for the purpose of providing cover for exposures arising out of present or future Client Trades;
                (b) transfers of Property;
                (c) payments of money by a Clearing Member to Indirect Clients;
                (d) transfers of Property to the extent that they —
                (i) are made by a Recognised Clearing House to a Non-Defaulting Clearing Member instead of, or in place of, a Defaulting Clearing Member;
                (ii) represent the termination or close-out value of a Clearing Member Client Contract which is transferred from a Defaulting Clearing Member to a Non-Defaulting Clearing Member; and
                (iii) are determined in accordance with the Default Rules of the Recognised Clearing House; and
                (e) transfers of Property to the extent that such transfer —
                (i) is made by a Clearing Member to a Non-Defaulting Client or another Clearing Member instead of, or in place of, a Defaulting Client;
                (ii) represents the termination or close-out value of a Client Trade which is transferred from a Defaulting Client to another Clearing Member or a Non-Defaulting Client; and
                (iii) is of an amount that does not exceed the termination or close-out value of the Clearing Member Client Contract corresponding to that Client Trade, as determined in accordance with the Default Rules of the Recognised Clearing House.
                (2) For the purposes of subsection (1), Property —
                (a) has the meaning given to that term in section 215(2) of the Insolvency Regulations 2015; and
                (b) the reference to a contract or contractual obligation for, or arising out of, the provision of Property as margin in circumstances falling within that subsection includes a reference to a contract or contractual obligation of that kind which has been amended to reflect the transfer of a Clearing Member Client Contract or Client Trade

              • 153. Change in Default Rules

                (1) A Recognised Body shall give the Regulator at least one month's notice of any proposal to amend, revoke or add to its Default Rules and the Regulator may direct the Recognised Body not to proceed with the proposal, in whole or in part.
                (2) The Regulator may, if it considers it appropriate to do so, agree a shorter period of notice and, in a case where it does so, any Direction under this section must be given by it within that shorter period.
                (3) A Direction under this section may be varied or revoked.
                (4) Any amendment or revocation of, or addition to, the Default Rules of a Recognised Body in breach of a Direction under this section is ineffective.

              • 154. Modifications of the Insolvency Regulations 2015

                (1) The insolvency provisions outlined in the Insolvency Regulations 2015 have effect in relation to —
                (a) Market Contracts;
                (b) action taken under the rules of a Recognised Body or Remote Body with respect to Market Contracts;
                (c) action taken under the rules of a Recognised Clearing House or Remote Clearing House to transfer Clearing Member Client Contracts, or settle Clearing Member Client Contracts or Clearing Member House Contracts, in accordance with the Default Rules of the Recognised Clearing House or Remote Clearing House;
                (d) where Clearing Member Client Contracts transferred in accordance with the Default Rules of a Recognised Clearing House or Remote Clearing House were entered into by the Clearing Member or Client as a principal, action taken to transfer Client Trades, or groups of Client Trades, corresponding to those Clearing Member Client Contracts;
                (e) action taken to transfer Qualifying Collateral Arrangements in conjunction with a transfer of Clearing Member Client Contracts as mentioned in paragraph (c) or a transfer of Client Trades as mentioned in paragraph (d);
                (f) Qualifying Property Transfers;
                (g) a Collateral Security Arrangement;
                (h) orders for the delivery of Cash or non-Cash collateral to or from a Recognised Body or Remote Body which have become final and irrevocable under the rules of the Recognised Body or Remote Body; and
                (i) the Settlement or delivery of a product or security subject of a Market Contract following expiry or close-out of the Market Contract pursuant to the rules of a Recognised Body or Remote Body;
                subject to the provisions of this Part.
                (2) So far as those provisions relate to insolvency proceedings in respect of a person other than a Defaulter, they apply in relation to —
                (a) proceedings in respect of a Recognised Investment Exchange or Remote Investment Exchange or a member or Designated Non-Member of a Recognised Investment Exchange or Remote Investment Exchange;
                (b) proceedings in respect of a Recognised Clearing House or Remote Clearing House; and
                (c) proceedings in respect of a party to a Market Contract (other than solely a Client Trade) which are begun after a Recognised Body or Remote Body has taken action under its Default Rules in relation to a person party to the contract as principal;
                but not in relation to any other insolvency proceedings, notwithstanding that rights or liabilities arising from Market Contracts fall to be dealt with in the proceedings.
                (3) The reference in subsection (2)(c) to the beginning of insolvency proceedings is to —
                (a) the presentation of a petition for Winding-Up;
                (b) the application for an administration order or the passing of a resolution for voluntary Winding-Up; or
                (c) the appointment of an Administrative Receiver.
                (4) In subsection (3)(b) the reference to an application for an administration order shall be taken to include a reference to —
                (a) in a case where an Administrator is appointed in accordance with Chapter 2 of Part 1 of the Insolvency Regulations 2015 following filing with the Court of a copy of a notice of intention to appoint under section 24 of those Regulations, the filing of the copy of the notice; and
                (b) in a case where an Administrator is appointed under that Part without a copy of a notice of intention to appoint having been filed with the Court, the appointment of the Administrator.
                Amended 21 February 2018.

              • 155. Proceedings of Recognised Body take precedence over insolvency procedures

                (1) None of the following shall be regarded as to any extent invalid at law on the ground of inconsistency with the Insolvency Regulations 2015 relating to the distribution of the assets of a person on Winding-Up, or in the Administration of a Company or other body or in the Administration of an insolvent estate —
                (a) a Market Contract;
                (b) the Default Rules of a Recognised Body;
                (c) the rules of a Recognised Body as to the Settlement of Market Contracts not dealt with under its Default Rules;
                (d) the application, transfer or realisation of any Collateral Security Arrangements;
                (e) a transfer of a Clearing Member Client Contract, or the Settlement of a Clearing Member Client Contract or a Clearing Member House Contract, in accordance with the Default Rules of a Recognised Clearing House;
                (f) where a Clearing Member Client Contract transferred in accordance with the Default Rules of a Recognised Clearing House was entered into by the Clearing Member or Client as principal, a transfer of a Client Trade or group of Client Trades corresponding to that Clearing Member Client Contract;
                (g) a transfer of a Qualifying Collateral Arrangement in conjunction with the transfer of Clearing Member Client Contract as mentioned in paragraph (e) or of a Client Trade as mentioned in paragraph (f);
                (h) a Qualifying Property Transfer;
                (i) a Collateral Security Arrangement;
                (j) orders for the delivery of Cash or non-Cash collateral to or from a Recognised Body which have become final and irrevocable under the rules of the Recognised Body; and
                (k) the Settlement or delivery of a product or security subject of a Market Contract following expiry or close-out of the Market Contract pursuant to the rules of a Recognised Body;
                irrespective of the law applicable to the Market Contract or the Default Rules.
                (2) The powers of a Relevant Office-Holder in his capacity as such, and the powers of the Court under the Insolvency Regulations 2015 shall not be exercised in such a way as to prevent or interfere with —
                (a) any action taken under the Default Rules of a Recognised Body;
                (b) the Settlement in accordance with the rules of a Recognised Body of a Market Contract not dealt with under its Default Rules;
                (c) the transfer of a Clearing Member Client Contract, or the Settlement of a Clearing Member Client Contract or a Clearing Member House Contract, in accordance with the Default Rules of a Recognised Clearing House;
                (d) where a Clearing Member Client Contract transferred in accordance with the Default Rules of a Recognised Clearing House was entered into by the Clearing Member or Client as principal, the transfer of a Client Trade or group of Client Trades corresponding to that Clearing Member contract;
                (e) the transfer of a Qualifying Collateral Arrangement in conjunction with a transfer of a Clearing Member Client Contract as mentioned in paragraph (c), or a transfer of a Client Trade as mentioned in paragraph (d);
                (f) any action taken to give effect to any of the matters mentioned in paragraphs (c) to (e);
                (g) any action taken to give effect to a Qualifying Property Transfer;
                (h) a Collateral Security Arrangement;
                (i) orders for the delivery of Cash or non-Cash collateral to or from a Recognised Body which have become final and irrevocable under the rules of the Recognised Body; and
                (j) the Settlement or delivery of a product or security subject of a Market Contract following expiry or close-out of the Market Contract pursuant to the rules of a Recognised Body.
                This does not prevent a Relevant Office-Holder from afterwards seeking to recover any amount under sections 159(5) or 160(3) or prevent the Court from afterwards making any such order or decree as is mentioned in sections 161(1) (but subject to subsections (2) and (3) of that section).
                (3) Nothing in the following provisions of this Part shall be construed as affecting the generality of the above provisions.
                (4) A debt or other liability arising out of a Market Contract which is the subject of Default Proceedings may not be proved in a Winding-Up or bankruptcy or in the Administration of a Company or other body, until the completion of the Default Proceedings. A debt or other liability which by virtue of this subsection may not be proved or claimed shall not be taken into account for the purposes of any set off until the completion of the Default Proceedings.
                (5) However, prior to the completion of Default Proceedings —
                (a) where it appears to the chairman of the meeting of creditors that a sum will be certified under section 158(1) to be payable, subsection (4) shall not prevent any proof or claim including or consisting of an estimate of that sum which has been lodged from being admitted for the purpose only of determining the entitlement of a creditor to vote at a meeting of creditors; and
                (b) a creditor whose claim or proof has been lodged and admitted for the purpose of determining the entitlement of a creditor to vote at a meeting of creditors and which has not been subsequently wholly withdrawn, disallowed or rejected, is eligible as a creditor to be a member of a Liquidation Committee or, or in the Administration of a Company or other body a Creditors' Committee (both as defined in the Insolvency Regulations 2015).
                (6) For the purposes of subsections (4) and (5) the Default Proceedings shall be taken to be completed in relation to a person when a report is made under section 158 stating the sum (if any) certified to be due to or from him.

              • 156. Duty to give assistance for purposes of Default Proceedings

                (1) It is the duty of —
                (a) any person who has or had control of any assets of a Defaulter; and
                (b) any person who has or had control of any Documents of or relating to a Defaulter;
                to give a Recognised Body such assistance as it may reasonably require for the purposes of its Default Proceedings.

                This applies notwithstanding any duty of that person under the Insolvency Regulations 2015.
                (2) A person shall not under this section be required to provide any information or produce any Document which is deemed to be a Privileged Communication (as defined in the Insolvency Regulations 2015).
                (3) Where original Documents are supplied in pursuance of this section, the Recognised Body shall return them forthwith after the completion of the relevant Default Proceedings, and shall in the meantime allow reasonable access to them to the person by whom they were supplied and to any person who would be entitled to have access to them if they were still in the control of the person by whom they were supplied.
                (4) The expenses of a Relevant Office-Holder in giving assistance under this section are recoverable as part of the expenses incurred by him in the discharge of his duties and he shall not be required under this section to take any action which involves expenses which cannot be so recovered, unless the Recognised Body undertakes to meet them. There shall be treated as expenses its reasonable sums as it may determine in respect of time spent in giving the assistance and for the purpose of determining the priority in which its expenses are payable out of the assets, sums in respect of time spent shall be treated as his remuneration and other sums shall be treated as his disbursements.

              • 157. Supplementary provisions as to Default Proceedings

                (1) If the Court is satisfied on an application by a Relevant Office-Holder that a party to a Market Contract with a Defaulter intends to dissipate or apply his assets so as to prevent the Relevant Office-Holder recovering such sums as may become due upon the completion of the Default Proceedings, the Court may grant such interlocutory relief as it thinks fit.
                (2) A liquidator, Administrator or trustee of a Defaulter shall not —
                (a) declare or pay any dividend to the creditors; or
                (b) return any capital to contributories;
                unless he has retained what he reasonably considers to be an adequate reserve in respect of any claims arising as a result of the Default Proceedings of the Recognised Body concerned.
                (3) The Court may on an application by a Relevant Office-Holder make such order as it thinks fit altering or dispensing from compliance with such of the duties of his office as are affected by the fact that Default Proceedings are pending or could be taken, or have been or could have been taken.
                (4) Nothing in sections 42, 43, 44, 45 (including as applied by section 46), 193, or Article 20 of Chapter 3 of Schedule 10 of the Insolvency Regulations 2015 (all of which restrict the taking of certain legal proceedings and other steps), shall affect any action taken by a Recognised Body for the purpose of its Default Proceedings.

              • 158. Duty to report on completion of Default Proceedings

                (1) Subject to subsection (2), a Recognised Body shall, on the completion of proceedings under its Default Rules, report to the Regulator on its proceedings stating in respect of each creditor or debtor the sum or sums certified by them to be payable from or to the Defaulter or, as the case may be, the fact that no sum is payable.
                (2) A Non-Abu Dhabi Global Market Recognised Body shall not be subject to the obligation under subsection (1) unless it has been notified by the Regulator that a report is required for the purpose of insolvency proceedings in the Abu Dhabi Global Market.
                (3) The report under subsection (1) need not deal with a Market Contract which has been transferred in accordance with the Default Rules of a Recognised Clearing House.
                (4) The Recognised Body may make a single report or may make reports from time to time as proceedings are completed with respect to the transactions affecting particular persons.
                (5) The Recognised Body shall supply a copy of every report under this section to the Defaulter and to any Relevant Office-Holder acting in relation to him or his estate.
                (6) When a report under this section is received by the Regulator, it shall publish notice of that fact in such manner as it thinks appropriate for bringing the report to the attention of creditors and debtors of the Defaulter.
                (7) A Recognised Body shall make available for inspection by a creditor or debtor of the Defaulter so much of any report by it under this section as relates to the sum (if any) certified to be due to or from him or the method by which that sum was determined.
                (8) Any such person may require the Recognised Body, on payment of such reasonable fee as the Recognised Body may determine, to provide him with a copy of any part of a report which he is entitled to inspect.

              • 159. Net sum payable on completion of Default Proceedings

                (1) The following provisions apply with respect to a net sum certified by a Recognised Body under its Default Rules to be payable by or to a Defaulter.
                (2) Any net sum certified by a Recognised Body under its Default Rules shall be final and of declaratory effect, unless manifest error or fraud can be shown or any other subsection of this section provides otherwise.
                (3) If, in the Abu Dhabi Global Market, a petition for Winding-Up has been made, an administration order has been granted, or a resolution for voluntary Winding-Up has been passed, the debt —
                (a) is provable in the Winding-Up or Administration or, as the case may be, is payable to the Relevant Office-Holder; and
                (b) shall be taken into account, where appropriate, paragraph 24 of Schedule 5 of the Insolvency Regulations 2015 (Administration: mutual dealings and set-off) or the corresponding provision applicable in the case of Winding-Up or Administration;
                in the same way as a debt due before the commencement of the bankruptcy, the date on which the Body Corporate goes into liquidation (within the meaning of section 299(2) of the Insolvency Regulations 2015), or enters Administration or, in the case of a Limited Liability Partnership (as defined in the Insolvency Regulations 2015), the date of the Winding-Up order or the date on which the Limited Liability Partnership enters Administration.
                (4) In subsection (3), a reference to the making of an administration order shall be taken to include a reference to the appointment of an Administrator under —
                (a) section 21 of the Insolvency Regulations 2015 (Power to appoint); or
                (b) section 29 of the Insolvency Regulations 2015 (Power to appoint).
                (5) However, where (or to the extent that) a sum is taken into account by virtue of subsection (3)(b) which arises from a contract entered into at a time when the creditor had notice —
                (a) that a meeting of creditors had been summoned under section 171 of the Insolvency Regulations 2015 or that a Winding-Up petition was pending; or
                (b) that an application for an administration order was pending or that any person had given notice of intention to appoint an Administrator;
                the value of any profit to him arising from the sum being so taken into account (or being so taken into account to that extent) is recoverable from him by the Relevant Office-Holder unless the Court directs otherwise.
                (6) Subsection (5) does not apply in relation to a sum arising from a contract effected under the Default Rules of a Recognised Body.
                (7) Any sum recoverable by virtue of subsection (5) ranks for priority, in the event of the insolvency of the person from whom it is due, immediately before preferential debts.

              • 160. Disclaimer of property, rescission of contracts, etc.

                (1) Section 218 of the Insolvency Regulations 2015 (Power to disclaim onerous property) does not apply in relation to —
                (a) a Market Contract;
                (b) a Qualifying Collateral Arrangement;
                (c) a transfer of a Clearing Member Client Contract, a Client Trade or a Qualifying Collateral Arrangement, as mentioned in paragraphs (c) to (e) of section 154(1);
                (d) a Qualifying Property Transfer;
                (e) a contract effected by Recognised Body for the purpose of realising property provided as margin in relation to Market Contracts or as Default Fund Contribution;
                (f) a Collateral Security Arrangement;
                (g) orders for the delivery of Cash or non-Cash collateral to or from a Recognised Body which have become final and irrevocable under the rules of the Recognised Body; and
                (h) the Settlement or delivery of a product or security subject of a Market Contract following expiry or close-out of the Market Contract pursuant to the rules of a Recognised Body.
                (2) Section 209 (Consequences of a Winding-Up order) of the Insolvency Regulations 2015 does not apply to —
                (a) a Market Contract, or any disposition of property in pursuance of such a contract;
                (b) the provision of margin in relation to Market Contracts;
                (c) the provision of Default Fund Contribution to the Recognised Body;
                (d) a Qualifying Collateral Arrangement;
                (e) a transfer of a Clearing Member Client Contract, a Client Trade or a Qualifying Collateral Arrangement, as mentioned in paragraphs (c) to (e) of section 154(1);
                (f) a Qualifying Property Transfer;
                (g) a contract effected by the Recognised Body for the purpose of realising property provided as margin in relation to a Market Contract or as Default Fund Contribution, or any disposition of property in pursuance of such a contract;
                (h) any disposition of property in accordance with the rules of the Recognised Body as to the application of property provided as margin or as Default Fund Contribution;
                (i) a Collateral Security Arrangement;
                (j) orders for the delivery of Cash or non-Cash collateral to or from a Recognised Body which have become final and irrevocable under the rules of the Recognised Body; and
                (k) the Settlement or delivery of a product or security subject of a Market Contract following expiry or close-out of the Market Contract pursuant to the rules of a Recognised Body.
                (3) However, where —
                (a) a Market Contract is entered into by a person who has notice that a petition has been presented for the Winding-Up of the estate of the other party to the contract;
                (b) an order under section 154(1)(h) becomes irrevocable with respect to a person who has notice that a petition has been presented for the Winding-Up of the estate of another person affected by such order;
                (c) a product or security subject of a Market Contract under section 154(1)(i) becomes deliverable by or to a person who has notice that a petition has been presented for the Winding-Up of the estate of the other party to the dealing or contract; or
                (d) margin in relation to a Market Contract or Default Fund Contribution is accepted by a person who has notice that such a petition has been presented in relation to the person by whom or on whose behalf the margin or Default Fund Contribution is provided;
                the value of any profit to him arising from the contract or, as the case may be, the amount or value of the collateral to be transferred, deliverable, margin or Default Fund Contribution is recoverable from him by the Relevant Office-Holder unless the Court directs otherwise.
                (4) Subsection (3)(a) does not apply where the person entering into the contract is a Recognised Body acting in accordance with its rules, or where the contract or order is effected under the Default Rules of such a Recognised Body, but subsection (3)(d) applies in relation to the provision of —
                (a) a margin in relation to any such contract, unless the contract has been transferred in accordance with the Default Rules of the Recognised Clearing House;
                (b) a Default Fund Contribution;
                (c) a Collateral Security Arrangement;
                (d) orders for the delivery of Cash or non-Cash collateral to or from a Recognised Body which have become final and irrevocable under the rules of the Recognised Body; and
                (e) the Settlement or delivery of a product or security subject of a Market Contract following expiry or close-out of the Market Contract pursuant to the rules of a Recognised Body.
                (5) Any sum recoverable by virtue of subsection (3) ranks for priority, in the event of the insolvency of the person from whom it is due, immediately before preferential debts.

              • 161. Adjustment of prior transactions

                (1) No order shall be made in relation to a transaction to which this section applies under —
                (a) section 257 of the Insolvency Regulations 2015 (Transactions at an undervalue); or
                (b) section 258 of the Insolvency Regulations 2015 (Preferences).
                (2) This section applies to —
                (a) a Market Contract to which a Recognised Body is a party or which is entered into under its Default Rules; and
                (b) a disposition of property in pursuance of a Market Contract referred to in paragraph (a).
                (3) Where margin is provided in relation to a Market Contract and (by virtue of subsection (2)(a) or otherwise) no such order or decree as is mentioned in subsection (1) has been, or could be, made in relation to that contract, this section applies to —
                (a) the provision of the margin;
                (b) a Qualifying Collateral Arrangement;
                (c) any contract effected by the Recognised Body in question for the purpose of realising the property provided as margin; and
                (d) any disposition of property in accordance with the rules of the Recognised Body in question as to the application of property provided as margin.
                (4) This section also applies to —
                (a) the provision of Default Fund Contribution to a Recognised Body;
                (b) any contract effected by a Recognised Body for the purpose of realising the property provided as Default Fund Contribution;
                (c) any disposition of property in accordance with the rules of the Recognised Body as to the application of property provided as Default Fund Contribution;
                (d) a transfer of a Clearing Member Client Contract, a Client Trade or a Qualifying Collateral Arrangement as mentioned in paragraphs (c) to (e) of section 154(1); and
                (e) a Qualifying Property Transfer.

              • 162. Powers to give Directions

                (1) The powers conferred by this section are exercisable in relation to a Recognised Body.
                (2) Where in any case a Recognised Body has not taken action under its Default Rules —
                (a) if it appears to the Regulator that it could take action, the Regulator may direct it to do so; and
                (b) if it appears to the Regulator that it is proposing to take or may take action, the Regulator may direct it not to do so.
                (3) Before giving such a Direction the Regulator shall consult the Recognised Body in question, and it shall not give a Direction unless it is satisfied, in the light of that consultation —
                (a) in the case of a Direction to take action, that failure to take action would involve undue risk to investors or other participants in the market;
                (b) in the case of a Direction not to take action, that the taking of action would be premature or otherwise undesirable in the interests of investors or other participants in the market; or
                (c) in either case, that the Direction is necessary having regard to the public interest in the stability of the Abu Dhabi Global Market Financial System.
                (4) The Regulator may give a Direction to a Relevant Office-Holder appointed in respect of a Defaulting Clearing Member to take any action, or refrain from taking any action, if the Direction is given for the purposes of facilitating —
                (a) the transfer of a Clearing Member Client Contract, a Client Trade or a Qualifying Collateral Arrangement;
                (b) a Qualifying Property Transfer;
                (c) the settlement of a Collateral Security Arrangement;
                (d) orders for the delivery of Cash or non-Cash collateral to or from a Recognised Body which have become final and irrevocable under the rules of the Recognised Body; and
                (e) the Settlement or delivery of a product or security subject of a Market Contract following expiry or close-out of the Market Contract pursuant to the rules of a Recognised Body.
                (5) The Relevant Office-Holder to whom a Direction is given under subsection (4) —
                (a) must comply with the Direction notwithstanding any duty on the Relevant Office-Holder under the Insolvency Regulations 2015; but
                (b) is not required to comply with the Direction given if the value of the Clearing Member's estate is unlikely to be sufficient to meet the Relevant Office-Holder's reasonable expenses of complying.
                (6) The expenses of the Relevant Office-Holder in complying with a Direction of the Regulator under subsection (4) are recoverable as part of the expenses incurred in the discharge of the Relevant Office-Holder's duties.
                (7) A Direction shall specify the grounds on which it is given.
                (8) A Direction not to take action may be expressed to have effect until the giving of a further Direction (which may be a Direction to take action or simply revoking the earlier Direction).
                (9) No Direction shall be given not to take action if, in relation to the person in question —
                (a) a Winding-Up order has been made; or
                (b) a resolution for voluntary winding up has been passed or an Administrator, Administrative Receiver or provisional liquidator has been appointed;
                and any previous Direction not to take action shall cease to have effect on the making or passing of any such order, award or appointment.
                (10) Where a Recognised Body has taken or been directed to take action under its Default Rules, the Regulator may direct it to do or not to do such things (being things which it has power to do under its Default Rules) as are specified in the Direction.
                (11) Where the Recognised Body is acting in accordance with a Direction under subsection (2)(a) that was given only by virtue of subsection (3)(a), the Regulator shall not give a Direction under subsection (10) unless it is satisfied that the Direction under that subsection will not impede or frustrate the proper and efficient conduct of the Default Proceedings.
                (12) Where the Recognised Body has taken action under its Default Rules without being directed to do so, the Regulator shall not give a Direction under subsection (10) unless —
                (a) it is satisfied that the Direction under that subsection will not impede or frustrate the proper and efficient conduct of the Default Proceedings; or
                (b) it is satisfied that the Direction is necessary having regard to the public interest in the stability of the Abu Dhabi Global Market Financial System.
                (13) A Direction under this section is enforceable, on the application of the Regulator, by injunction, and where a Recognised Body or a Relevant Office-Holder has not complied with a Direction, the Court may make such order as it thinks fit for restoring the position to what it would have been if the Direction had been complied with.

              • 163. Application to determine whether Default Proceedings to be taken

                (1) This section applies where a Relevant Insolvency Event has occurred in the case of —
                (a) a Recognised Investment Exchange or a member or Designated Non-Member of a Recognised Investment Exchange;
                (b) a Recognised Clearing House or a member of a Recognised Clearing House; or
                (c) a Client which is providing Indirect Clearing Services to an Indirect Client.
                The Recognised Investment Exchange, member, Designated Non-Member, Recognised Clearing House or Client in whose case a Relevant Insolvency Event has occurred is referred to below as the "Person in Default".
                (2) For the purposes of this section a "Relevant Insolvency Event" occurs where —
                (a) a Winding-Up order is made;
                (b) an administration order is made;
                (c) an Administrator is appointed under section 21 of the Insolvency Regulations 2015 (Power to appoint) or under section 29 of the Insolvency Regulations 2015 (Power to appoint);
                (d) a resolution for voluntary Winding-Up is passed; or
                (e) an order appointing a provisional liquidator is made.
                (3) Where in relation to a person in default a Recognised Body (the "Responsible Recognised Body") —
                (a) has power under its Default Rules to take action in consequence of the Relevant Insolvency Event or the matters giving rise to it; but
                (b) has not done so;
                a Relevant Office-Holder appointed in connection with or in consequence of the Relevant Insolvency Event may apply to the Regulator.
                (4) The application shall specify the Responsible Recognised Body and the grounds on which it is made.
                (5) On receipt of the application the Regulator shall notify the Responsible Recognised Body, and unless within three Business Days after the day on which the notice is received the Responsible Recognised Body —
                (a) takes action under its Default Rules; or
                (b) notifies the Regulator that it proposes to do so forthwith;
                then, subject as follows, the provisions of sections 154 to 161 do not apply in relation to Market Contracts to which the Person in Default is a party or to anything done by the Responsible Recognised Body for the purposes of, or in connection with, the Settlement of any such contract.
                (6) The provisions of sections 154 to 161 are not disapplied if before the end of the period mentioned in subsection (5) the Regulator gives the Responsible Recognised Body a Direction under section 162(2)(a). No such Direction may be given after the end of that period.
                (7) If the Responsible Recognised Body notifies the Regulator that it proposes to take action under its Default Rules forthwith, it shall do so, and that duty is enforceable, on the application of the Regulator, by injunction.

              • 164. Supplementary provisions

                (1) Sections 132 and 134 apply in relation to a failure by a Recognised Body to comply with an obligation under this Part as to a failure to comply with an obligation under those sections.
                (2) Where the recognition of a Recognised Body is revoked under section 134, the Regulator may, before or after the Revocation Order, give such Directions as it thinks fit with respect to the continued application of the provisions of this Part, with such exceptions, additions and adaptations as may be specified in the Direction, in relation to cases where a relevant event of any description specified in the Directions occurred before the Revocation Order takes effect.
                (3) Part 21 may make provision in relation to a notice, Direction or other Document required or authorised by or under this Part to be given to or served on any person other than the Regulator.

              • 165. Certain Non-Abu Dhabi Global Market Clearing Houses and Non-Abu Dhabi Global Market Investment Exchanges

                (1) This Part applies to transactions cleared through a Non-Abu Dhabi Global Market Clearing House by a Clearing Member or a Client as it applies to transactions cleared through a Recognised Clearing House, but subject to the modifications in subsections (2) and (3).
                (2) The Regulator shall not approve a Non-Abu Dhabi Global Market Clearing House unless it is satisfied —
                (a) that the rules and practices of the body, together with the law of the country in which the body's head office is situated, provide adequate procedures for dealing with the default of persons party to contracts connected with the body; and
                (b) that it is otherwise appropriate to approve the body.
                (3) The reference in subsection (2)(a) to default is to a person being unable to meet his obligations.
                (4) A Non-Abu Dhabi Global Market Clearing House may apply to the Regulator for an order recognising that the Relevant Provisions of its Default Rules satisfy the Relevant Requirements.
                (5) The Application must be made in such manner, and must be accompanied by such information, Documents and reports, as the Regulator may direct.
                (6) Information, Documents and reports required under subsection (5) must be provided in English and be given at such times, in such form and at such place, and verified in such manner, as the Regulator may direct.
                (7) The Regulator may make an order recognising that the Relevant Provisions of the Default Rules satisfy the Relevant Requirements.
                (8) The Regulator may by order revoke an order made under subsection (7) if —
                (a) the Non-Abu Dhabi Global Market Clearing House consents;
                (b) the Non-Abu Dhabi Global Market Clearing House has failed to pay a fee which is owing to the Regulator in accordance with Rules made under section 7(8);
                (c) the Non-Abu Dhabi Global Market Clearing House is failing or has failed to comply with a requirement of or imposed under section 153 (as modified by section 166); or
                (d) it appears to the Regulator that the Relevant Provisions no longer satisfy the Relevant Requirements.
                (9) An order made under subsection (7) or (8) must state the time and date when it is to have effect.
                (10) An order made under subsection (8) may contain such transitional provision as the Regulator considers appropriate.
                (11) The Regulator must —
                (a) maintain a register of orders made under subsection (7) which are in force; and
                (b) publish the register in such manner as it appears to the Regulator to be appropriate.
                (12) Section 135 applies to a refusal to make an order under subsection (7) or the making of a revocation order under subsection (8)(b), (c) or (d) as it applies to the making of a Revocation Order under section 134, but with the following modifications —
                (a) for "Recognised Body" substitute "Non-Abu Dhabi Global Market Clearing House"; and
                (b) in sections 135(6) and (7), for "give a Direction under section 132 or 133" substitute "make an order under section 165(8)".
                (13) If the Regulator refuses to make an order under subsection (7) or makes an order under subsection (8)(b), (c) or (d), the Non-Abu Dhabi Global Market Clearing House may refer the matter for review by the Regulatory Committee.
                (14) The Regulator may rely on information or advice from a Non-Global Market Competent Authority in its determination of an Application under subsection (4) or the making of a Revocation Order under subsection (8)(d).

              • 166. Change in Default Rules

                (1) A Non-Abu Dhabi Global Market Recognised Clearing House in respect of which an order under section 165(7) has been made and not revoked must give the Regulator at least one month's notice of any proposal to amend, revoke or add to its Default Rules.
                (2) The Regulator may, if it considers it appropriate to do so, agree a shorter period of notice.
                (3) Where notice is given to the Regulator under subsection (1), a Non-Abu Dhabi Global Market Recognised Clearing House must provide the Regulator with such information, Documents and reports as the Regulator may require.
                (4) Information, Documents and reports required under subsection (3) must be provided in English and be given at such times, in such form and at such place, and verified in such a manner, as the Regulator may direct.
                (5) Section 158 does not apply to a Non-Abu Dhabi Global Market Recognised Clearing House unless it has been notified by the Regulator that a report under that section is required for the purposes of insolvency proceedings in the Court.
                (6) In relation to a Non-Abu Dhabi Global Market Recognised Clearing House, references in this Part to the "rules" or "Default Rules" of the Recognised Clearing House are to be taken not to include references to any Relevant Provisions unless —
                (a) the Relevant Provisions satisfy the Relevant Requirements; or
                (b) the Regulator has made an order under section 165(7) recognising that the Relevant Provisions of its Default Rules satisfy the Relevant Requirements and the order has not been revoked.

            • Collateral Security Arrangements

              • 167. Collateral Security Arrangements

                (1) In this Part "Collateral Security Arrangements" means any realisable assets provided under a Charge, whether fixed or floating, or a repurchase or similar agreement or otherwise (including money provided under a Charge), granted —
                (a) in favour of a Recognised Investment Exchange, for the purpose of securing debts or liabilities arising in connection with the Settlement of Market Contracts;
                (b) in favour of a Recognised Clearing House, for the purpose of securing debts or liabilities arising in connection with their ensuring the performance of Market Contracts;
                (c) to a central bank for the purpose of security rights and obligations in connection with its operations in carrying out its function as a central bank; or
                (d) in favour of a person who agrees to make payments as a result of the transfer or allotment of specified Financial Instruments or payments made through the medium of a computer based system established by the Regulator, for the purpose of securing debts or liabilities of the transferee or allottee arising in connection therewith.
                (2) Where a Charge is granted partly for purposes specified in subsections (1)(a), (b) or (d) and partly for other purposes, it is a "Collateral Security Arrangement" so far as it has effect for the specified purposes.

              • 168. Administration orders

                (1) The insolvency provisions outlined in the Insolvency Regulations 2015 have effect in relation to Collateral Security Arrangements and action taken in enforcing them subject to the provisions of this section.
                (2) The following provisions of Part 1 of the Insolvency Regulations 2015 do not apply in relation to a Collateral Security Arrangement —
                (a) section 46 (Interim moratorium); and
                (b) section 101 (Hire-purchase property).
                (3) Section 159 of the Insolvency Regulations (Vacation of office) does not apply to a receiver appointed under a Collateral Security Arrangement.
                (4) However, where a Collateral Security Arrangement falls to be enforced after the occurrence of an event to which subsection (5) applies, and there exists another Charge over some or all of the same property ranking in priority to or pari passu with the Collateral Security Arrangement, on the application of any person interested the Court may order that there shall be taken after enforcement of the Collateral Security Arrangement such steps as the Court may direct for the purpose of ensuring that the chargee under the other Charge is not prejudiced by the enforcement of the Collateral Security Arrangement.
                (5) This subsection applies to —
                (a) making an Administration application under section 8 of the Insolvency Regulations 2015; and
                (b) filing with the Court a copy of notice of intention to appoint an Administrator under Chapter 4 of Part 1 of the Insolvency Regulations 2015.
                (6) Section 170 of the Insolvency Regulations 2015 (Power to dispose of charged property) does not apply in relation to a Collateral Security Arrangement.
                (7) Section 209 of the Insolvency Regulations 2015 (Consequences of Winding-Up order) does not apply to a disposition of property as a result of which the property becomes subject to a Collateral Security Arrangement or any transaction pursuant to which that disposition is made.
                (8) However, if a person who is party to a disposition mentioned in subsection (7) has notice at the time of the disposition that a petition has been presented for the Winding-Up or bankruptcy of the estate of the party making the disposition, the value of any profit to him arising from the disposition is recoverable from him by the Relevant Office-Holder unless —
                (a) the person is a chargee under the Collateral Security Arrangement;
                (b) the disposition is made in accordance with the Default Rules of a Recognised Clearing House for the purposes of transferring a position or Asset of a Clearing Member in Default; or
                (c) the Court directs otherwise.
                (9) Any sum recoverable by virtue of subsection (8) ranks for priority, in the event of the insolvency of the person from whom it is due, immediately before preferential debts.
                (10) In a case falling within both subsection (7) (as a disposition of property as a result of which the property becomes subject to a Collateral Security Arrangement) and section 160(2) (as the provision of margin in relation to a Market Contract), section 160(3) applies with respect to the recovery of the amount or value of the margin and subsection (8) does not apply.

              • 169. Power to make provision about certain other Charges

                (1) The Regulator may by Rules provide that the Insolvency Regulations 2015 have effect in relation to Charges of such descriptions as may be Specified, and action taken in enforcing them, subject to such provisions as may be Specified.
                (2) The Rules may specify any description of Charge granted in favour of —
                (a) a body approved under section 165;
                (b) the Regulator;
                (c) a person who has a Financial Services Permission to carry on a Regulated Activity of a description specified in the Rules; or
                (d) an international securities self-regulating organisation approved for the purposes of an order made under these Regulations;
                for the purpose of securing debts or liabilities arising in connection with or as a result of the settlement of contracts or the transfer of assets, rights or interests on a financial market.
                (3) The Rules may specify any description of Charge granted for that purpose in favour of any other person in connection with exchange facilities or Clearing Services provided by a Recognised Body or by any such body, person, authority or organisation as is mentioned in subsection (2).
                (4) Where a Charge is granted partly for the purpose specified in subsection (2) and partly for other purposes, the power conferred by this section is exercisable in relation to the Charge so far as it has effect for that purpose.
                (5) The Rules may —
                (a) make the same or similar provision in relation to the Charges to which they apply as is made by or under sections 179(1)(h) and 168 in relation to Collateral Security Arrangements; or
                (b) apply any of those provisions with such exceptions, additions or adaptations as are specified in the Rules.
                (6) Rules under this section may provide that they apply or do not apply to a Charge if or to the extent that it secures obligations of a Specified description, is a Charge over property of a Specified description or contains provisions of a Specified description.

            • Market property

              • 170. Application of margin or Default Fund Contribution not affected by certain other interests

                (1) The following provisions have effect with respect to the application by a Recognised Body of property (other than Real Property) held by the Recognised Body as margin in relation to a Market Contract or as Default Fund Contribution.
                (2) So far as necessary to enable the property to be applied in accordance with the rules of the Recognised Body, it may be so applied notwithstanding any prior equitable interest or right, or any right or remedy arising from a breach of fiduciary duty, unless the Recognised Body had received actual written notice of the interest, right or breach of duty at the time the property was provided as margin or as Default Fund Contribution. In order to be valid, any notice under this subsection may only be delivered to the Recognised Body by one of its members and must be delivered in accordance with or in order to satisfy applicable Rules made by the Regulator on Client Money in accordance with section 4, or similar rules in any non-Abu Dhabi Global Market jurisdiction.
                (3) No right or remedy arising subsequently to the property being provided as margin or as Default Fund Contribution may be enforced so as to prevent or interfere with the application of the property by the Recognised Body in accordance with its rules.
                (4) Where a Recognised Body has power by virtue of the above provisions to apply property notwithstanding an interest, right or remedy, a person to whom the exchange or clearing house disposes of the property in accordance with its rules takes free from that interest, right or remedy.
                (5) The records and accounts of a Recognised Body detailing the Clearing Member House Contracts, Clearing Member Client Contracts, relevant Client Trades and the corresponding property provided by way of margin with respect to each such category of Market Contract, shall be final and definitive in relation to the rights of the Recognised Body to take action under its Default Rules, including applying property or its proceeds against liabilities or aggregating property or its proceeds with amounts in either case recorded in particular accounts, which may take place notwithstanding any prior or competing equitable interest or right, or any right or remedy arising from a breach of fiduciary duty on the part of any Clearing Member, Client or other party, whether relevant to a Market Contract or any corresponding property provided by way of margin, excepting only cases of actual written notice referred to in subsection (2).

              • 171. Priority of floating Collateral Security Arrangement over subsequent Charges

                (1) The Regulator may by Rules provide that a Collateral Security Arrangement which is a floating Charge has priority over a Charge subsequently created or arising, including a fixed Charge.
                (2) The Rules may make different provision for cases defined, as regards the Collateral Security Arrangement or the subsequent Charge, by reference to the description of Charge, its terms, the circumstances in which it is created or arises, the nature of the Charge, the person in favour of whom it is granted or arises or any other relevant factor.

              • 172. Priority of Collateral Security Arrangement over unpaid vendor's lien

                Where property subject to an unpaid vendor's lien becomes subject to a Collateral Security Arrangement, the Charge has priority over the lien unless the chargee had actual notice of the lien at the time the property became subject to the Charge.

              • 173. Proceedings against market property by unsecured creditors

                (1) Where property (other than Real Property) is held by a Recognised Body as margin in relation to Market Contracts or as Default Fund Contribution, or is subject to a Collateral Security Arrangement, no execution or other legal process for the enforcement of a judgment or order may be commenced or continued, and no distress may be levied against the property by a person not seeking to enforce any interest in or security over the property, except with the consent of —
                (a) in the case of property provided as cover for margin or as Default Fund Contribution, the Recognised Body in question; or
                (b) in the case of property subject to a Collateral Security Arrangement, the person in whose favour the Charge was granted.
                (2) Where consent is given the proceedings may be commenced or continued notwithstanding any provision of the Insolvency Regulations 2015.
                (3) Where by virtue of this section a person would not be entitled to enforce a judgment or order against any property, any injunction or other remedy granted with a view to facilitating the enforcement of any such judgment or order shall not extend to that property.

              • 174. Power to apply provisions to other cases

                (1) A power to which this subsection applies includes the power to apply sections 170 to 173 to any description of property provided as cover for margin in relation to contracts in relation to which the power is exercised or, as the case may be, property subject to Charges in relation to which the power is exercised.
                (2) The Rules may provide that those sections apply with such exceptions, additions and adaptations as may be specified in the Rules.
                (3) Subsection (1) applies to the powers of the Regulator under sections 165, 169 and 179(1)(c).

              • 175. Recognised Clearing Houses: disapplication of provisions on mutual credit and set off

                (1) Nothing in the Insolvency Regulations 2015 shall enable the setting off against each other of —
                (a) positions and assets recorded in an account at a Recognised Clearing House and held for the account of a Client, an Indirect Client or a group of Clients or Indirect Clients; and
                (b) positions and assets recorded in any other account at the Recognised Clearing House.
                (2) Nothing in the Insolvency Regulations 2015 shall enable the setting off against each other of —
                (a) positions and assets recorded in an account at a Clearing Member and held for the account of an Indirect Client or a group of Indirect Clients; and
                (b) positions and assets recorded in any other account at the Clearing Member.

              • 176. Insolvency proceedings in other jurisdictions

                (1) The references to insolvency law in the Insolvency Regulations 2015 include, in relation to a part of the Abu Dhabi Global Market, the provisions made by or under this Part and, in relation to another country or territory other than Abu Dhabi Global Market, so much of the law of that country or territory as corresponds to any provisions made by or under this Part.
                (2) A court shall not, in pursuance of that section or any other enactment or rule of law, recognise or give effect to —
                (a) any order of a court exercising jurisdiction in relation to insolvency law in a country or territory outside the Abu Dhabi Global Market; or
                (b) any act of a person appointed in such a country or territory to discharge any functions under insolvency law;
                in so far as the making of the order or the doing of the act would be prohibited in the case of the Court in the Abu Dhabi Global Market or a Relevant Office-Holder by provisions made by or under this Part.

              • 177. Indemnity for certain acts

                (1) Where a Relevant Office-Holder takes any action in relation to property of a Defaulter which is liable to be dealt with in accordance with the Default Rules of a Recognised Body, and believes and has reasonable grounds for believing that he is entitled to take that action, he is not liable to any person in respect of any loss or damage resulting from his action except in so far as the loss or damage is caused by the Relevant Office-Holder's own negligence.
                (2) Any failure by a Recognised Body to comply with its own rules in respect of any matter shall not prevent that matter being treated for the purposes of this Part as done in accordance with those rules so long as the failure does not substantially affect the rights of any person entitled to require compliance with the rules.
                (3) No Recognised Body, nor any officer or servant or member of the governing body of a Recognised Body, shall be liable in damages for anything done or omitted in the discharge or purported discharge of any functions to which this subsection applies unless the act or omission is shown to have been in bad faith.
                (4) The functions to which subsection (3) applies are the functions of the Recognised Body so far as relating to, or to matters arising out of —
                (a) its Default Rules; or
                (b) any obligations to which it is subject by virtue of this Part.
                (5) No person to whom the exercise of any function of a Recognised Body is delegated under its Default Rules, nor any officer or servant of such a person, shall be liable in damages for anything done or omitted in the discharge or purported discharge of those functions unless the act or omission is shown to have been in bad faith.

              • 178. Action taken under Default Rules

                (1) For the purposes of the definition of "Defaulter", where a Recognised Clearing House takes action under the rules referred to in the definition of "Default Rules", the action is to be treated as taken in respect of the Client providing the Indirect Clearing Services.
                (2) If a Recognised Body takes action under its Default Rules in respect of a person, all subsequent proceedings under its rules for the purposes of or in connection with the Settlement of Market Contracts to which the Defaulter is a party shall be treated as done under its Default Rules.

              • 179. Power of the Regulator to make Rules under this Part

                (1) The Regulator may by Rules, in accordance with the procedure in Part 2, make further provision as to —
                (a) the duties of persons to give assistance to a Recognised Body for the purposes of its Default Proceedings, and the duties of the Recognised Body with respect to information supplied to it;
                (b) the Charges granted in favour of any such person as is mentioned in sections 167(1)(a), (b) or (d) which are to be treated as "Collateral Security Arrangements" for the purposes of this Part, where the Regulator may —
                (i) add, amend or repeal the provisions of sections 167(1) or (2); and
                (ii) provide that a Charge shall or shall not be treated as a Collateral Security Arrangement if or to the extent that it secures obligations of a specified description, is a Charge over property of a specified description or contains provisions of a specified description;
                (c) the application of this Part to contracts of any specified description in relation to which settlement arrangements are provided by the Regulator, as it applies to contracts connected with a Recognised Body;
                (d) the effect of the Insolvency Regulations 2015 on specific Charges, in accordance with section 169;
                (e) the application of these Regulations to a Non-Abu Dhabi Global Market Recognised Body approved in accordance with section 165, together with exceptions, additions and adaptations as deemed necessary;
                (f) the priority of a Collateral Security Arrangement which is a floating Charge, in accordance with section 171;
                (g) the application of this Part to contracts connected with a Non-Abu Dhabi Global Market Clearing House or Non-Abu Dhabi Global Market Investment Exchange which —
                (i) is not a Non- Abu Dhabi Global Market Recognised Body; but
                (ii) is approved by the Regulator in accordance with such requirements as may be so specified;
                (h) modifications to the Insolvency Regulations 2015 relating to Collateral Security Arrangements and action taken in enforcing them, where such Rules may make different provision for cases defined by reference to the nature of the Charge, the nature of the property subject to it, the circumstances, nature or extent of the obligations secured by it or any other relevant factor; and
                (i) such further provision as appears to the Regulator to be necessary or expedient for the purposes of this Part.
                (2) Rules made in accordance with this Part may add to, amend or repeal any of the provisions of this Part or provide that those provisions have effect subject to such additions, exceptions or adaptations as are specified in the Rules.

          • Part 14 Part 14 Suspension and Removal of Financial Instruments from Trading

            • 180. Regulator's power to require suspension or removal of Financial Instruments from Trading

              The Regulator may, for the purpose of protecting —

              (a) the interests of investors; or
              (b) the orderly functioning of the financial markets;

              require an Institution or a class of Institutions to suspend or remove a Financial Instrument from Trading.

            • 181. Suspension or removal of Financial Instruments from trading: procedure

              (1) A requirement imposed under section 180 (a "Section 180 Requirement") takes effect—
              (a) immediately, if the notice given under subsection (2) states that this is the case;
              (b) in any other case, on such date as may be specified in the notice.
              (2) If the Regulator proposes to impose a Section 180 Requirement on an Institution, or a class of Institutions, or imposes such a requirement with immediate effect, it must give notice to —
              (a) the Institution or, as the case may be, each Institution in the class; and
              (b) the Issuer of the Financial Instrument in question (if any).
              (3) A notice given under subsection (2) must —
              (a) give details of the Section 180 Requirement;
              (b) state the Regulator's reasons for imposing the requirement 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 requirement took effect or takes effect; and
              (e) inform him of his right to refer the matter to the Regulatory Committee.

            • 182. Procedure following consideration of representations

              (1) This section applies where, within the period specified under section 181(3), representations are made to the Regulator in relation to a requirement that it has proposed to impose or has imposed under section 180.
              (2) The Regulator must decide whether to impose the requirement or (in the case of a requirement that has been imposed) whether to revoke it.
              (3) In the case of a requirement that the Regulator has proposed to impose on a class of Institutions, the Regulator may decide to impose the requirement —
              (a) on the class;
              (b) on the class apart from one or more specified members of it; or
              (c) only on one or more specified members of the class.
              (4) In the case of a requirement that the Regulator has imposed on a class of Institutions, the Regulator may decide to revoke it in relation to —
              (a) the class;
              (b) the class apart from one or more specified members of it; or
              (c) one or more specified members of the class only.
              (5) The Regulator must give written notice of its decision to —
              (a) any Institution which has made representations; and
              (b) the Issuer of the Financial Instrument in question (if any).

            • 183. Revocation of requirements: applications by Institutions

              (1) This section applies where the Regulator has imposed a Section 180 Requirement on an Institution or a class of Institutions.
              (2) The Institution or any of the Institutions in the class may apply to the Regulator for the revocation of the requirement.
              (3) The Regulator must decide whether to revoke the requirement.
              (4) In the case of a requirement imposed on a class of Institutions, the Regulator may decide to revoke it in relation to —
              (a) the class;
              (b) the class apart from one or more specified members of it; or
              (c) one or more specified members of the class only.
              (5) The Regulator must give a written notice if —
              (a) in the case of a requirement imposed on an Institution, the Regulator proposes not to revoke the requirement; or
              (b) in the case of a requirement imposed on a class, the Regulator proposes to make a decision which would have the effect that the requirement continues to apply to the applicant (whether or not it would have the effect that it continues to apply to other members of the class).
              (6) The written notice must be given to —
              (a) the applicant; and
              (b) the Issuer of the Financial Instrument in question (if any).
              (7) A notice given under subsection (5) must —
              (a) 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); and
              (b) inform him of his right to refer the matter to the Regulatory Committee.

            • 184. Decisions on applications for revocation by Institutions

              (1) This section applies where, having considered any representations made in response to a written notice under section 183(5), the Regulator has decided whether to grant an application for revocation made under section 183.
              (2) The Regulator must give written notice in accordance with subsection (3) if —
              (a) in the case of a requirement imposed on an Institution, the Regulator decides to revoke the requirement; or
              (b) in the case of a requirement imposed on a class, the Regulator makes a decision which has the effect that the requirement will no longer apply to the applicant (whether or not it will continue to apply to other members of the class).
              (3) The written notice must be given to —
              (a) the applicant; and
              (b) the Issuer of the Financial Instrument in question (if any).
              (4) The Regulator must give a decision notice in accordance with subsection (5) if —
              (a) in the case of a requirement imposed on an Institution, the Regulator decides not to revoke the requirement; or
              (b) in the case of a requirement imposed on a class, the Regulator makes a decision which has the effect that the requirement will continue to apply to the applicant (whether or not it will continue to apply to other members of the class).
              (5) The decision notice must be given to —
              (a) the applicant; and
              (b) the Issuer of the Financial Instrument in question (if any).

            • 185. Revocation of requirements: applications by Issuers

              (1) This section applies where the Regulator has imposed a Section 180 Requirement on an Institution or a class of Institutions.
              (2) The Issuer of the Financial Instrument may apply to the Regulator for the revocation of the requirement.
              (3) The Regulator must decide whether to revoke the requirement.
              (4) In the case of a requirement imposed on a class of Institutions, the Regulator may decide to revoke it in relation to —
              (a) the class;
              (b) the class apart from one or more specified members of it; or
              (c) one or more specified members of the class only.
              (5) The Regulator must give the Issuer a written notice if —
              (a) in the case of a requirement imposed on an Institution, the Regulator proposes not to revoke the requirement; or
              (b) in the case of a requirement imposed on a class, the Regulator proposes not to revoke the requirement or to revoke it in relation to —
              (i) the class apart from one or more specified members of it; or
              (ii) one or more specified members of the class only.
              (6) A notice given under subsection (5) must —
              (a) 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); and
              (b) inform him of his right to refer the matter to the Regulatory Committee.

            • 186. Decisions on applications for revocation by Issuers

              (1) This section applies where, having considered any representations made in response to a written notice under section 185(5), the Regulator has decided whether to grant an application for revocation made under section 185.
              (2) The Regulator must give written notice to the Issuer if the Regulator decides to revoke the requirement.
              (3) The Regulator must give the Issuer a decision notice if —
              (a) in the case of a requirement imposed on an Institution, the Regulator decides not to revoke the requirement; or
              (b) in the case of a requirement imposed on a class, the Regulator decides not to revoke the requirement or makes a decision to revoke the requirement in relation to —
              (i) the class apart from one or more specified members of it; or
              (ii) one or more specified members of the class only.

            • 187. Notification in relation to suspension or removal of a Financial Instrument from trading

              If the Regulator exercises the power under section 180 in relation to a Financial Instrument traded on a Recognised Investment Exchange or Multilateral Trading Facility, it must as soon as reasonably practicable publish its decision in such manner as it considers appropriate.

          • Part 15 Part 15 Auditors and Actuaries

            • 188. Cooperation with auditors

              (1) The Regulator may have arrangements for —
              (a) the sharing with auditors of Authorised Persons or Recognised Bodies of information that the Regulator is not prevented from disclosing; and
              (b) the exchange of opinions with auditors of Authorised Persons or Recognised Bodies.

            • 189. Appointment

              (1) The Regulator may make Rules requiring Authorised Persons, Recognised Bodies or Reporting Entities or any particular class thereof —
              (a) to appoint —
              (i) an auditor; or
              (ii) an actuary; and
              (b) to produce periodic financial reports; and
              (c) to have them reported on by an auditor or an actuary.
              (2) The Regulator may make Rules —
              (a) imposing such duties on auditors referred to in subsection (1) as may be Specified; and
              (b) imposing such duties on actuaries referred to in subsection (1) as may be Specified.
              (3) Rules under subsection (1) may make provision —
              (a) specifying the manner in which and time within which an auditor or actuary is to be Appointed;
              (b) requiring the Regulator to be notified of an appointment;
              (c) enabling the Regulator to make an appointment if no appointment has been made or notified;
              (d) as to the term of office, remuneration, removal and resignation of an auditor or actuary.
              (4) An auditor or actuary Appointed as a result of Rules under subsection (1), or on whom duties are imposed by Rules under subsection (2) —
              (a) must act in accordance with such provision as may be made by Rules; and
              (b) is to have such powers in connection with the discharge of his functions as may be provided by Rules.

            • 190. Access to books etc.

              An Appointed auditor of, or an Appointed actuary acting for, an Authorised Person, Recognised Body or Reporting Entity —

              (a) has a right of access to the books, accounts and records of the Authorised Person, Recognised Body or Reporting Entity; and
              (b) is entitled to require from the officers of the Authorised Person, Recognised Body or Reporting Entity such information and explanations as he reasonably considers necessary for the performance of his duties as auditor or actuary.

            • 191. Information given by auditor or actuary to the Regulator

              (1) This section applies to a person who is, or has been, an auditor of an Authorised Person, Recognised Body or Reporting Entity, Appointed pursuant to Rules made under this Part.
              (2) This section also applies to a person who is, or has been, an actuary acting for an Authorised Person, Recognised Body or Reporting Entity and Appointed pursuant to Rules made under this Part.
              (3) An auditor or actuary does not contravene any duty to which he is subject merely because he gives to the Regulator —
              (a) information on a matter of which he has, or had, become aware in his capacity as auditor of, or actuary acting for, the Authorised Person, Recognised Body or Reporting Entity; or
              (b) his opinion on such a matter;
              if he is acting in good faith and he reasonably believes that the information or opinion is relevant to any functions of the Regulator.
              (4) Subsection (3) applies whether or not the auditor or actuary is responding to a request from the Regulator.
              (5) The Regulator may make Rules prescribing circumstances in which an auditor or actuary must communicate matters to the Regulator as mentioned in subsection (3).
              (6) It is the duty of an auditor or actuary to whom any such Rules apply to communicate a matter to the Regulator or any other person or body in the circumstances prescribed by the Rules.

            • 192. Information given by auditor or actuary to the Regulator: persons with close links

              (1) This section applies to a person who —
              (a) is, or has been, an auditor of an Authorised Person, Recognised Body or Reporting Entity, Appointed pursuant to Rules made under this Part; and
              (b) is, or has been, an auditor of a person who has close links with the Authorised Person, Recognised Body or Reporting Entity ("CL").
              (2) This section also applies to a person who —
              (a) is, or has been, an actuary acting for an Authorised Person, Recognised Body or Reporting Entity and Appointed pursuant to Rules made under this Part; and
              (b) is, or has been, an actuary acting for a person ("CL") who has close links with the Authorised Person, Recognised Body or Reporting Entity.
              (3) An auditor or actuary does not contravene any duty to which he is subject merely because he gives to the Regulator —
              (a) information on a matter concerning the Authorised Person, Recognised Body or Reporting Entity of which he has, or had, become aware in his capacity as auditor of, or actuary acting for, CL; or
              (b) his opinion on such a matter;
              if he is acting in good faith and he reasonably believes that the information or opinion is relevant to any functions of the Regulator.
              (4) Subsection (3) applies whether or not the auditor or actuary is responding to a request from the Regulator.
              (5) The Regulator may make Rules prescribing circumstances in which an auditor or actuary must communicate matters to the Regulator as mentioned in subsection (3).
              (6) It is the duty of an auditor or actuary to whom any such Rules apply to communicate a matter to the Regulator or any other person or body in the circumstances prescribed by the Rules.
              (7) CL has close links with the Authorised Person, Recognised Body or Reporting Entity concerned ("A") if CL is —
              (a) a Parent Undertaking of A;
              (b) a Subsidiary Undertaking of A;
              (c) a Parent Undertaking of a Subsidiary Undertaking of A; or
              (d) a Subsidiary Undertaking of a Parent Undertaking of A.

            • 193. Reports to the Regulator

              An Appointed auditor must communicate to the Regulator information on, or his opinion on, matters mentioned in sections 191(3) and 192(3) in the following circumstances —

              (a) the auditor reasonably believes that, as regards the person concerned —
              (i) there is or has been, or may be or may have been, a contravention of any requirement imposed by or under these Regulations that applies to the person concerned; and
              (ii) that contravention may be of material significance to the Regulator in determining whether to exercise, in relation to the person concerned, any of its powers;
              (b) the auditor reasonably believes that the information on, or his opinion on, those matters may be of material significance to the Regulator in determining whether the person concerned satisfies and will continue to satisfy the Threshold Conditions or, in the case of a Recognised Body, the Recognition Requirements applicable to that person;
              (c) the auditor reasonably believes that the person concerned is not, may not be, or may cease to be, a going concern;
              (d) the auditor is precluded from stating in his report that the annual accounts or, where they are required to be made by any of the following provisions, other financial reports of the person concerned —
              (i) have been properly prepared in accordance with the Companies Regulations 2015 or, where applicable, give a true and fair view of the matters referred to in section 467(3)(a) (Auditor's report on Company's annual accounts) of those Regulations;
              (ii) have been prepared so as to conform with the requirements of Rules made under these Regulations where the auditor is, by Rules made under section 189, required to make such a statement; or
              (iii) where applicable, the auditor is required to state in his report in relation to the person concerned any of the facts referred to in subsection (2), (3) or (5) of section 469 (Duties of auditor) of the Companies Regulations 2015.

            • 194. Duty of auditor or actuary resigning etc. to give notice

              (1) This section applies to an auditor or actuary to whom section 191 applies.
              (2) He must without delay notify the Regulator if he —
              (a) is removed from office by an Authorised Person, Recognised Body or Reporting Entity;
              (b) resigns before the expiry of his term of office with such a person; or
              (c) is not re-appointed by such a person.
              (3) If he ceases to be an auditor of, or actuary acting for, such a person, he must without delay notify the Regulator —
              (a) of any matter connected with his so ceasing which he thinks ought to be drawn to the Regulator's attention; or
              (b) that there is no such matter.

            • 195. Provision of false or misleading information to auditor or actuary

              A person must not knowingly or recklessly give an Appointed auditor or actuary information which is false or misleading in a material particular.

          • Part 16 Part 16 Public Record and Disclosure of Information

            • The public record

              • 196. The record of Authorised Persons etc.

                (1) The Regulator must publish and maintain a record of every —
                (a) Security admitted to the Official List;
                (b) Authorised Person;
                (c) Public Fund;
                (d) Approved Prospectus;
                (e) Recognised Investment Exchange or Recognised Clearing House;
                (f) Remote Investment Exchange or Remote Clearing House;
                (g) individual to whom a Prohibition Order relates;
                (h) Trade Repository;
                (i) Remote Member;
                (j) Approved Person;
                (k) Passported Fund; and
                (l) any person falling within such other class (if any) as the Regulator may determine.
                (2) The record must include such information as the Regulator considers appropriate.
                (3) The Regulator shall make a reasonably current version of the records available for viewing by the public during the normal business hours of the Regulator.
                Amended on (11 March, 2019).

            • Disclosure of information

              • 197. Restrictions on disclosure of Confidential Information

                An Authorised Person with a Financial Services Permission to Accept Deposits must not disclose any Confidential Information relating to its depositors in breach of any duty of confidence owed to such depositors.

              • 198. Restrictions on disclosure of Confidential Information by the Regulator

                (1) Confidential Information must not be disclosed by a primary recipient, or by any person obtaining the information directly or indirectly from a primary recipient, without the prior consent of —
                (a) the person from whom the primary recipient obtained the information; and
                (b) if different, the person to whom it relates.
                (2) Each of the following is a primary recipient for the purposes of this Part —
                (a) the Regulator;
                (b) a person Appointed to collect or update information under section 204 or to make a report under section 203;
                (c) any person who is or has been employed by a person mentioned in paragraphs (a) and (b);
                (d) a person who is or has been engaged to provide services to a person mentioned in those paragraphs;
                (e) any auditor or expert instructed by a person mentioned in those paragraphs.
                (3) It is immaterial for the purposes of subsection (1) whether or not the information was received —
                (a) by virtue of a requirement to provide it imposed by or under these Regulations or any Rules made under these Regulations; or
                (b) for any other purposes as well as the purposes for which the information was provided.
                Amended on July 4, 2018

              • 199. Exceptions from section 198

                (1) Subject to subsection (2), the Regulator may disclose Confidential Information for the purpose of facilitating the carrying out of a Public Function where such disclosure is —
                (a) permitted or required under any enactment applicable to the Regulator, including, for the avoidance of doubt, any applicable international obligations;
                (b) made to —
                (i) the ADGM Registrar of Companies;
                (ii) a Non-Abu Dhabi Global Market Regulator;
                (iii) a governmental or regulatory authority exercising powers and performing functions relating to anti-money laundering, counter-terrorist financing or sanctions compliance, whether in the Abu Dhabi Global Market or otherwise;
                (iv) a self-regulatory body or organisation exercising and performing powers and functions in relation to financial services, whether in the Abu Dhabi Global Market or otherwise;
                (v) a criminal law enforcement agency, whether in the U.A.E or otherwise, for the purpose of any criminal investigation or criminal proceedings; or
                (vi) a civil law enforcement agency or body, whether in the Abu Dhabi Global Market, U.A.E or otherwise;
                for the purpose of assisting the performance by any such person of its functions and powers; or
                (c) made in good faith for the purposes of the exercise of the functions and powers of the Regulator or in order to further the Regulator's objectives.
                (2) Paragraphs (1)(b)(i), (ii), (iii), (iv), (vi) and 1(c) do not permit the Regulator to disclose Confidential Information unless the conditions in paragraphs (a) and (b) are met —
                (a) where the Confidential Information (in whole or in part) originates in another governmental or regulatory authority, whether in the Abu Dhabi Global Market or otherwise, the authority that has disclosed the Confidential Information to the Regulator has given its prior written consent to the disclosure; and
                (b) where the Confidential Information is CRD Information —
                (i) EEA Competent Authority that has disclosed the Confidential Information to the Regulator has given its prior written consent to the disclosure; and
                (ii) if such consent was given for a particular purpose, the disclosure by the Regulator is solely for that purpose.
                (3) Any disclosure by the Regulator pursuant to subsection (1) may include, insofar as the Regulator considers appropriate, provisions —
                (a) making any permission to disclose Confidential Information subject to conditions (which may relate to the obtaining of consents, subjecting information received to restrictions on disclosure of Confidential Information at least equivalent to those set out in section 198 or any other matter); and
                (b) restricting the uses to which Confidential Information disclosed may be put.
                (4) Where any disclosure by the Regulator pursuant to subsection (1) is made subject to conditions, the person to whom the Confidential Information has been disclosed may not use the Confidential Information in breach of any such condition.
                Amended on July 4, 2018

              • 200. Rule-making powers of the Regulator concerning disclosure of information

                (1) The Regulator may make Rules permitting the disclosure of any information, or of information —
                (a) by Specified persons for the purpose of assisting or enabling them to discharge Specified functions under these Regulations or any Rules made under these Regulations;
                (b) by Specified persons, or persons of a Specified description, to the Regulator for the purpose of assisting or enabling the Regulator to discharge Specified functions.
                (2) Rules under this section may not make any provision in relation to the disclosure of Confidential Information by primary recipients or by any person obtaining Confidential Information directly or indirectly from a primary recipient.
                (3) If a person discloses any information as permitted by Rules made under this section the disclosure is not to be taken as a contravention of any duty to which he is subject.
                Amended on July 4, 2018

          • Part 17 Part 17 Information Gathering, Prudential Directions, Skilled Person Reports, Investigations and Cooperation

            • Power to gather information

              • 201. The Regulator's power to require information

                (1) If the Regulator reasonably considers that it requires information or Documents in connection with the exercise by the Regulator of any of its functions or powers, or to further one or more of its objectives, the Regulator or an Officer appointed in writing by the Regulator, may, by notice in writing given to a person specified in subsection (2), require him —
                (a) to provide Specified information or information of a Specified description; or
                (b) to produce Specified Documents or Documents of a Specified description;
                in such form as the Regulator may reasonably require.
                (2) Subsection (1) applies to any person subject to Rules made under these Regulations, including Authorised Persons, Recognised Bodies, Controllers, Approved Persons and Recognised Persons, or any person connected to such person and their employees.
                (3) The information or Documents must be provided or produced —
                (a) before the end of such reasonable period as may be Specified; and
                (b) at such place as may be Specified.
                (4) Nothing in this section prevents the Regulator from making a request for information to be provided on a voluntary basis, or prevents a person from responding to such a request.
                Amended on December 11, 2018

            • Power to issue directions for prudential purposes

              • 202. Power to issue directions for prudential purposes

                (1) For prudential purposes, the Regulator may direct that a particular Authorised Person or Authorised Persons within a specified class —
                (a) comply with any specified additional capital or liquidity requirements;
                (b) apply a specific provisioning policy or treatment of Specified assets;
                (c) comply with Specified limits on material risk exposures;
                (d) comply with Specified limits on exposures to related parties;
                (e) meet additional or more frequent reporting requirements; or
                (f) take such other action as is Specified.
                (2) The Regulator may direct an Affiliate of an Authorised Person or Recognised Body to take Specified steps or not to carry out Specified activities if the Regulator —
                (a) is the consolidated supervisor of the Group to which the Authorised Person or Recognised Body belongs; and
                (b) is satisfied that the direction is necessary or desirable for the purposes of the effective prudential supervision of the Group on a consolidated basis.
                (3) A direction to an Affiliate under subsection (2) may include a requirement that the Affiliate —
                (a) limit any activities it undertakes or may undertake (including closing any office that is outside the jurisdiction in which it has its principal place of business and head office) if the activities are reasonably likely to expose the Authorised Person, Recognised Body or its Group to excessive risks or risks that are not properly managed; or
                (b) take such other measures as are necessary to remove any impediments to effective supervision of the Group on a consolidated basis, including a direction to take steps to restructure the Group.
                (4) A direction issued under this section comes into force on the date specified in it and remains in force, subject to subsection (6), until it is revoked or varied in writing by the Regulator pursuant to subsection (5).
                (5) The Regulator may, by notice, revoke or vary any direction given pursuant to this section.
                (6) A direction issued to Authorised Persons within a specified class under subsection (1), including any variation made to such a direction pursuant to subsection (5), shall not remain in force for a period longer than 12 months from the date specified in the initial direction issued pursuant to subsection (1).

            • Skilled Persons

              • 203. Reports by skilled persons

                (1) This section applies where the Regulator has required or could require a person to whom subsection (2) applies (the "Person Concerned") to provide information or produce Documents with respect to any matter (the "Matter Concerned").
                (2) This subsection applies to —
                (a) an Authorised Person or Recognised Body ("A");
                (b) any other member of A's Group;
                (c) a Partnership of which A is a member; or
                (d) a person who has at any relevant time been a person falling within paragraph (a), (b) or (c);
                who is, or was at the relevant time, carrying on a business.
                (3) The Regulator may either —
                (a) by notice in writing given to the Person Concerned, require the Person Concerned to provide the Regulator with a report on the Matter Concerned; or
                (b) itself appoint a person to provide the Regulator with a report on the Matter Concerned.
                (4) When acting under subsection (3)(a), the Regulator may require the report to be in such form as may be specified in the notice.
                (5) The Regulator must give notice of an appointment under subsection (3)(b) to the Person Concerned.
                (6) The person Appointed to make a report —
                (a) must be a person appearing to the Regulator to have the skills necessary to make a report on the Matter Concerned; and
                (b) where the appointment is to be made by the Person Concerned, must be a person nominated or approved by the Regulator.
                (7) It is the duty of —
                (a) the Person Concerned; and
                (b) any person who is providing (or who has at any time provided) services to the Person Concerned in relation to the Matter Concerned;
                to give the person Appointed to prepare a report such assistance as the Appointed person may reasonably require.
                (8) The obligation imposed by subsection (7) is enforceable, on the application of the Regulator, by an injunction.
                (9) The Regulator may make Rules providing for expenses incurred by it in relation to an appointment under subsection (3)(b) to be payable as a fee by the Person Concerned.

              • 204. Appointment of skilled person to collect and update information

                (1) This section applies if the Regulator considers that an Authorised Person or Recognised Body ("A") has contravened a Rule made by the Regulator to collect, and keep up to date, information of a description specified in the Rules.
                (2) The Regulator may either —
                (a) require A to appoint a skilled person to collect or update the information; or
                (b) itself appoint a skilled person to do so.
                (3) References in this section to a skilled person are to a person —
                (a) who appears to the Regulator to have the skills necessary to collect or update the information in question; and
                (b) where the appointment is to be made by A, nominated or approved by the Regulator.
                (4) The Regulator must notify A of an appointment under subsection (2)(b).
                (5) The skilled person may require any person to provide all such assistance as the skilled person may reasonably require to collect or update the information in question.
                (6) A requirement imposed under subsection (5) is enforceable, on the application of the Regulator, by an injunction.
                (7) A contractual or other requirement imposed on a person ("P") to keep any information in confidence does not apply if —
                (a) the information is or may be relevant to anything required to be done as a result of this section;
                (b) A or a skilled person requests or requires P to provide the information for the purpose of securing anything required to be done as a result of this section is done; and
                (c) the Regulator has approved the making of the request or the imposition of the requirement before it is made or imposed.
                (8) A may provide information (whether received under subsection (7) or otherwise) that would otherwise be subject to a contractual or other requirement to keep it in confidence if it is provided for the purposes of anything required to be done as a result of this section.
                (9) The Regulator may make Rules providing for expenses incurred by it in relation to an appointment under subsection (2)(b) to be payable as a fee by A.

            • Investigations

              • 205. Commencement of Investigations

                (1) If it appears to the Regulator that there is good reason for doing so, the Regulator may commence an investigation into —
                (a) the nature, conduct or state of the Business of an Authorised Person or Recognised Body;
                (b) a particular aspect of that Business;
                (c) the ownership or control of an Authorised Person or Recognised Body; or
                (d) a matter reasonably requested to be investigated pursuant to a request made under section 217.
                (2) If the Regulator reasonably suspects that a person may have committed a contravention of these Regulations, the Regulator may commence an investigation into the matter.
                (3) The Regulator may appoint one or more competent persons as Investigators to conduct an investigation on its behalf.
                (4) The Regulator may but need not give written notice of the commencement of an investigation to the Person Under Investigation.
                (5) If an Investigator thinks it necessary for the purposes of his investigation under subsections (1) or (2), he may also investigate the Business of a person who is or has, at any relevant time, been —
                (a) a member of the Group of which the Person Under Investigation ("A") is part; or
                (b) a Partnership of which A is a member.
                (6) The power conferred by subsection (1)(a) to (c) may be exercised in relation to a former Authorised Person or former Recognised Body but only in relation to —
                (a) Business carried on at any time when he was an Authorised Person or Recognised Body; or
                (b) the ownership or control of a former Authorised Person or Recognised Body at any time when he was an Authorised Person or Recognised Body.
                (7) Nothing prevents the Regulator from appointing a person who is a member of its staff as an Investigator under this section.
                (8) References in subsection (1) to a Recognised Body do not include references to a Non-Abu Dhabi Global Market Recognised Investment Exchange.

              • 206. Powers of Investigators

                (1) The Investigator may, by written notice, require the person who is the Person Under Investigation or any other person (whether or not connected to the Person Under Investigation) to —
                (a) attend an interview at a Specified time and place and answer questions;
                (b) produce at a Specified time and place any Specified Documents or Documents of a Specified description;
                (c) provide such information as the Investigator may require;
                (d) provide such assistance as the Investigator may require; or
                (e) permit the Investigator to enter the business premises of such person during normal business hours for the purpose of inspecting and copying Documents on such premises.
                (2) A requirement under subsection (1) may be imposed only so far as the Investigator reasonably considers the interview, question, production of the Document, provision of information, provision of assistance or permission of entry to be relevant to the purposes of the investigation.
                (3) Where the Investigator exercises its power under subsection (1)(e) to enter business premises, it may —
                (a) require any appropriate person to make available any relevant information stored at those premises for inspection or copying;
                (b) require any appropriate person to convert any relevant information into a form capable of being copied; and
                (c) use the facilities of the occupier of the premises, free of charge, to make copies.
                (4) Where the Investigator exercises its power under subsection (1)(a) to conduct an interview, it may give a Direction —
                (a) concerning who may be present;
                (b) preventing any person present during any part of the interview from disclosing to any other person any information provided to the interviewee or questions asked by the interviewer during the interview;
                (c) concerning the conduct of any person present, including as to the manner in which they will participate in the interview;
                (d) requiring the interviewee to swear an oath or give an affirmation that the answers of the interviewee will be true; and
                (e) requiring the interviewee to answer any questions relevant to the investigation.
                (5) Subject to section 210(3), it is not a reasonable excuse for a person to refuse or fail to —
                (a) permit inspection and copying of any information or Document;
                (b) give or produce, or procure the giving or production of, any information or Document; or
                (c) answer questions;
                pursuant to any requirement under sections 201, 203 and 206(1)(a), (b), (c) and (e) on the grounds that any such information or Document or answer, as the case may be —
                (d) might tend to incriminate the person; or
                (e) is, or contains, or might reveal a communication made in confidence (subject to section 209(6)).

              • 207. Admissibility of statements made to Investigators

                (1) A statement made to an Investigator by a person in compliance with an Information Requirement under these Regulations is admissible in evidence in any proceedings, so long as it also complies with any requirements governing the admissibility of evidence in the circumstances in question.
                (2) The Investigator shall not disclose a statement made by a person in answer to any question asked pursuant to a requirement made of the person under section 206(1)(a) to any law enforcement agency for the purpose of criminal proceedings against the person unless —
                (a) the person consents to the disclosure; or
                (b) the Regulator is required by law or court order to disclose the statement.

              • 208. Costs of an investigation

                (1) Subject to subsection (2) and section 235, the Regulator shall be responsible for the costs and expenses of an investigation.
                (2) Where, as a result of an investigation under this Part, a person is found by the Court to have committed the contravention of these Regulations which is the subject matter of the investigation, the Court may order, on application brought by the Regulator, that the person pay or reimburse the Regulator in respect of the whole, or a specified part of, the costs and expenses of the investigation, including the remuneration of any person involved in the investigation.
                (3) The Court may make an order under subsection (2), on an application by the Regulator, whether or not the person has commenced, or intends to commence, a reference, appeal or other proceeding in relation to a decision of the Regulator.
                (4) The Regulator may apply to the Court for an order under subsection (2) only where there are proceedings before the Court relating to the alleged contravention by the person.
                (5) The Regulator may enter into any agreement regarding costs with the Person Under Investigation.

            • Information and Documents: supplemental provisions

              • 209. General requirements to supply information and Documents

                (1) If a Document is produced in response to a requirement imposed under this Part, the person to whom it is produced may —
                (a) take copies or extracts from the Document; or
                (b) require the person producing the Document, or any Relevant Person, to provide an explanation of the Document.
                (2) A Document so produced may be retained for so long as the person to whom it is produced considers that it is necessary to retain it (rather than copies of it) for the purposes for which the Document was requested.
                (3) If the person to whom a Document is so produced has reasonable grounds for believing —
                (a) that the Document may have to be produced for the purposes of any legal proceedings; and
                (b) that it might otherwise be unavailable for those purposes;
                it may be retained until the proceedings are concluded.
                (4) If a person who is required under this Part to produce a Document fails to do so, the Regulator or an Investigator may require him to state, to the best of his knowledge and belief, where the Document is.
                (5) If a person claims a lien on a Document, its production under this Part does not affect the lien. A person is not entitled to claim a lien on any Documents as a basis for failing to comply with a requirement made under this Part.
                (6) No person may be required under this Part to disclose information or produce a Document in respect of which he owes an obligation of confidence by virtue of carrying on the Regulated Activity of Accepting Deposits unless —
                (a) he is the Person Under Investigation or a member of that person's Group;
                (b) the person to whom the obligation of confidence is owed is the Person Under Investigation or a member of that person's Group;
                (c) the person to whom the obligation of confidence is owed consents to the disclosure or production; or
                (d) the imposing on him of a requirement with respect to such information or Document has been specifically authorised by the Regulator.

            • Limitation on powers to require Documents

              • 210. Protected information and Documents

                (1) Where there are any grounds for withholding any Protected Items or privileged materials, such grounds shall apply only to the relevant parts of the Document which are affected by such grounds and not to any other part of the Document.
                (2) A lawyer may be required under this Part to furnish the name and address of his client.
                (3) Where the Regulator requires a lawyer to give information or to produce a Document or to answer a question, and the giving of the information or the production of the Document or the answer to the question would involve disclosing a Privileged Communication made by, on behalf of, or to, the lawyer in his capacity as a lawyer, the lawyer is entitled to refuse to comply with the requirement unless —
                (a) where the person to whom, or by, or on behalf of whom, the communication was made is a Body Corporate that is subject to a Winding-Up, the liquidator of the body consents to the lawyer complying with the requirement; or
                (b) otherwise, the person to whom, or by, or on behalf of whom, the communication was made consents to the lawyer complying with the requirement.
                (4) Where a lawyer so refuses to comply with a requirement, he shall, as soon as practicable, give to the Regulator a written notice setting out —
                (a) where the lawyer knows the name and address of the person to whom, or by whom, or on behalf of whom, the communication was made, then that name and address; and
                (b) where the requirement to give information or produce a Document relates to a communication which was made in writing, then sufficient particulars to identify the Document containing the communication.

              • 211. Protected Items

                (1) A person may not be required by or under these Regulations to produce, disclose or permit the inspection of Protected Items.
                (2) "Protected Items" means —
                (a) communications between a professional legal adviser and his client or any person representing his client which fall within subsection (3);
                (b) communications between a professional legal adviser, his client or any person representing his client and any other person which fall within subsection (3) (as a result of paragraph (b) of that subsection);
                (c) items which —
                (i) are enclosed with, or referred to in, such communications;
                (ii) fall within subsection (3); and
                (iii) are in the possession of a person entitled to possession of them;
                (d) in the case of any information held by the Regulator, information which —
                (i) is supplied by or relating to bodies dealing with security matters;
                (ii) is held by public authorities in the exercise of their functions;
                (iii) relates to national security or international relations;
                (iv) relates to the economic and financial interests of the Abu Dhabi Global Market or to its financial stability; and
                (v) constitutes trade secrets.
                (3) A communication or item falls within this subsection if it is made —
                (a) in connection with the giving of legal advice to the client; or
                (b) in connection with, or in contemplation of, legal proceedings and for the purposes of those proceedings.
                (4) A communication or item is not a Protected Item if it is held with the intention of furthering a criminal purpose.

              • 212. Entry of premises under Court order

                (1) The Court of First Instance may issue an order under this section if satisfied on information on oath given by the Regulator or an Investigator that there are reasonable grounds for believing that the first, second or third set of conditions is satisfied.
                (2) The first set of conditions is —
                (a) that a person on whom an Information Requirement has been imposed has failed (wholly or in part) to comply with it; and
                (b) that on the premises specified in the order —
                (i) there are Documents which have been required; or
                (ii) there is information which has been required.
                (3) The second set of conditions is —
                (a) that the premises specified in the order are premises of an Authorised Person or Recognised Body;
                (b) that there are on the premises Documents or information in relation to which an Information Requirement could be imposed; and
                (c) that if such a requirement were to be imposed —
                (i) it would not be complied with; or
                (ii) the Documents or information to which it related would be removed, tampered with or destroyed.
                (4) The third set of conditions is —
                (a) that a contravention mentioned in section 205(2) has been (or is being) committed by any person;
                (b) that there are on the premises specified in the order Documents or information relevant to whether that contravention has been (or is being) committed;
                (c) that an Information Requirement could be imposed in relation to those Documents or information; and
                (d) that if such a requirement were to be imposed —
                (i) it would not be complied with; or
                (ii) the Documents or information to which it related would be removed, tampered with or destroyed.
                (5) An order under this section shall authorise the person named in the order —
                (a) to enter the premises specified in the order;
                (b) to search the premises and take possession of any Documents or information appearing to be Documents or information of a kind in respect of which an order under this section was issued (the "Relevant Kind") or to take, in relation to any such Documents or information, any other steps which may appear to be necessary for preserving them or preventing interference with them;
                (c) to take copies of, or extracts from, any Documents or information appearing to be of the Relevant Kind;
                (d) to require any person on the premises to provide an explanation of any Document or information appearing to be of the Relevant Kind or to state where it may be found; and
                (e) to use such force as may be reasonably necessary.
                (6) An order under this section may be executed only by the person named in the order.
                (7) The order may authorise persons to accompany any person named in the order who is executing it.
                (8) The powers in subsection (5) may be exercised by a person authorised by the order to accompany the person named in the order, but that person may exercise those powers only in the company of, and under the supervision of, a person named in the order.

              • 213. Retention of Documents taken under section 212

                (1) Any Document of which possession is taken under section 212 (a "Seized Document") may be retained so long as it is necessary to retain it (rather than copies of it) in the circumstances.
                (2) A person claiming to be the owner of a Seized Document may apply to the Court of First Instance for an order for the delivery of the Document to the person appearing to the Court of First Instance to be the owner.
                (3) If on an application under subsection (2) the Court of First Instance cannot ascertain who is the owner of the Seized Document the Court of First Instance may make such order as it thinks fit.
                (4) An order under subsection (2) or (3) does not affect the right of any person to take legal proceedings against any person in possession of a Seized Document for the recovery of the Document.
                (5) Any right to bring proceedings (as described in subsection (4)) may only be exercised within six months of the date of the order made under subsection (2) or (3).

              • 214. Certification of defaults

                (1) If a person other than the Investigator (the "Defaulter") fails to comply with a requirement imposed on him under this Part the person imposing the requirement may certify that fact in writing to the Court of First Instance.
                (2) If the Court of First Instance is satisfied that the Defaulter failed without reasonable excuse to comply with the requirement, it may deal with the Defaulter (and in the case of a Body Corporate, any Director or other Officer) as if he were in contempt.
                (3) A person who knows or suspects that an investigation is being or is likely to be conducted under this Part shall not knowingly —
                (a) falsify, conceal, destroy or otherwise dispose of a Document which he knows or suspects is or would be relevant to such an investigation; or
                (b) cause or permit the falsification, concealment, destruction or disposal of such a Document.
                (4) A person shall not, in purported compliance with a requirement imposed on him under this Part —
                (a) provide information which he knows to be false or misleading in a material particular; or
                (b) recklessly provide information which is false or misleading in a material particular.
                (5) A person shall not intentionally obstruct the exercise of any rights conferred by an order under section 212.

            • Cooperation, assistance and support to Non-Abu Dhabi Global Market Regulators

              • 215. Regulator's right to co-operate with others

                (1) The Regulator may take such steps as it considers appropriate to co-operate with other persons (whether in the Abu Dhabi Global Market or elsewhere) who have functions —
                (a) similar to those of the Regulator; or
                (b) in relation to the prevention or detection of Financial Crime.
                (2) Co-operation may include the sharing of information which the Regulator is not prevented from disclosing.

              • 216. Exercise of power in support of Non-Abu Dhabi Global Market Regulator

                (1) The Regulator's Own-Initiative Powers may be exercised in respect of an Authorised Person at the request of, or for the purpose of assisting, a Non-Abu Dhabi Global Market Regulator.
                (2) If a request to the Regulator for the exercise of its Own-Initiative Powers has been made by a Non-Abu Dhabi Global Market Regulator, the Regulator must, in deciding whether or not to exercise those powers in response to the request, consider whether it is necessary to do so.
                (3) In deciding whether or not to do so, in any case in which the Regulator does not consider that the exercise of its Own-Initiative Powers is necessary, it may take into account in particular —
                (a) whether in the country, territory or jurisdiction of the Non-Abu Dhabi Global Market Regulator concerned, corresponding assistance would be given to the Regulator;
                (b) whether the case concerns the breach of a law, or other requirement, which has no close parallel in the Abu Dhabi Global Market or involves the assertion of a jurisdiction not recognised by the Abu Dhabi Global Market;
                (c) the seriousness of the case and its importance to persons in the Abu Dhabi Global Market;
                (d) whether it is otherwise appropriate in the public interest to give the assistance sought;
                (e) whether it would further one or more of the Regulator's objectives.
                (4) The Regulator may decide not to exercise its Own-Initiative Powers, in response to a request made under subsection (1), unless the Non-Abu Dhabi Global Market Regulator concerned undertakes to make such contribution towards the cost of their exercise as the Regulator considers appropriate.

              • 217. Investigations etc. in support of Non-Abu Dhabi Global Market Regulator

                (1) At the request of a Non-Abu Dhabi Global Market Regulator, the Regulator may —
                (a) exercise the power conferred by section 201; or
                (b) exercise the powers conferred by section 205(1) or (2).
                (2) In deciding whether or not to exercise its Investigative Power, the Regulator may take into account in particular —
                (a) whether in the country, territory or jurisdiction of the Non-Abu Dhabi Global Market Regulator concerned, corresponding assistance would be given to the Regulator;
                (b) whether the case concerns the breach of a law, or other requirement, which has no close parallel in the Abu Dhabi Global Market or involves the assertion of a jurisdiction not recognised by the Abu Dhabi Global Market;
                (c) the seriousness of the case and its importance to persons in the Abu Dhabi Global Market;
                (d) whether it is otherwise appropriate in the public interest to give the assistance sought;
                (e) whether it would further one or more of the Regulator's objectives.
                (3) The Regulator may decide that it will not exercise its Investigative Power unless the Non-Abu Dhabi Global Market Regulator undertakes to make such contribution towards the cost of its exercise as the Regulator considers appropriate.
                (4) If the Regulator has Appointed an Investigator in response to a request from a Non-Abu Dhabi Global Market Regulator, it may direct the Investigator to permit a representative of the Non-Abu Dhabi Global Market Regulator to attend, and take part in, any interview conducted for the purposes of the investigation in accordance with section 206(1)(a).
                (5) A Direction under subsection (4) is not to be given unless the Regulator is satisfied that any information obtained by a Non-Abu Dhabi Global Market Regulator as a result of the interview will be subject to safeguards equivalent to those contained in Part 16.

          • Part 18 Part 18 Contraventions, etc.

            • General Provisions

              • 218. General contravention provision

                (1) A person who —
                (a) does an act or thing that the person is prohibited from doing by or under these Regulations or any Rules made under these Regulations;
                (b) does not do an act or thing that the person is required to do by or under these Regulations or any Rules made under these Regulations;
                (c) fails to comply with a requirement or condition imposed by or under these Regulations or any Rules made under these Regulations; or
                (d) otherwise contravenes a provision of these Regulations or any Rules made under these Regulations, including the General Prohibition;
                commits a contravention of these Regulations.

              • 219. Defence against contraventions of section 18

                In proceedings for a contravention of section 18 it is a defence for the accused to show that he believed on reasonable grounds that the content of the communication was prepared, or approved for the purposes of section 18, by an Authorised Person.

              • 220. Involvement in contraventions

                If a person is Knowingly Concerned in a contravention of these Regulations committed by another person, the aforementioned person as well as the other person commits the contravention and is liable to be proceeded against and dealt with accordingly.

              • 221. Misleading the Regulator: residual cases

                (1) A person who, in purported compliance with any requirement falling within subsection (2) knowingly or recklessly gives the Regulator information which is false or misleading in a material particular commits a contravention of these Regulations.
                (2) Subsection (1) applies only to a requirement in relation to which no other provision of these Regulations or any Rules made under these Regulations creates a contravention of these Regulations in connection with the giving of information.

            • Corporates and Partnerships

              • 222. Contraventions by bodies corporate etc.

                (1) If a contravention of these Regulations committed by a Body Corporate is shown —
                (a) to have been committed with the consent or connivance of an Officer; or
                (b) to be attributable to any neglect on his part;
                the Officer as well as the Body Corporate commits the contravention and shall be liable to be proceeded against and punished accordingly.
                (2) If the affairs of a Body Corporate are managed by its members, subsection (1) applies in relation to the acts and defaults of a member in connection with his functions of management as if he were a Director of the Body Corporate.
                (3) If a contravention of these Regulations committed by a Partnership is shown —
                (a) to have been committed with the consent or connivance of a Partner; or
                (b) to be attributable to any neglect on his part;
                the Partner as well as the Partnership commits the contravention and shall be liable to be proceeded against and punished accordingly.
                (4) The Board may by Rules provide for the application of any provision of this section, with such modifications as the Board considers appropriate, to a Body Corporate formed or recognised under the law of a territory outside the Abu Dhabi Global Market.

            • Gaming contracts

              • 223. Gaming contracts

                (1) No contract to which this section applies is void or unenforceable because of any rule of law or any enactment relating to gaming or wagering contracts.
                (2) This section applies to a contract if it is entered into by either or each party in the course of carrying on Regulated Activities.

          • Part 19 Part 19 Regulatory Committee, Appeals Panel and Disciplinary Measures

            • Chapter 1 Chapter 1 The Regulatory Committee

              • 224. Structure of the Regulatory Committee

                (1) The Board establishes the Regulatory Committee, which shall be composed of a maximum of seven members appointed by the Board for fixed terms. The Board may reappoint the members for further fixed terms.
                (2) All the members of the Regulatory Committee appointed by the Board in accordance with subsection (1) shall be independent of the Board and the Regulator.
                (3) The Board shall not remove any member of the Regulatory Committee without Just Cause.

              • 225. Jurisdiction and Role of the Regulatory Committee

                (1) Any decision made under these Regulations by the Regulator which may affect the rights or liabilities of a person or otherwise adversely affect the interests of a person, may be referred by that person to the Regulatory Committee for a full merits review.
                (2) A reference under subsection (1) shall be commenced —
                (a) within 30 days of the relevant decision of the Regulator; or
                (b) within such further period not exceeding 30 days as may be approved by the Regulatory Committee where it is satisfied that such approval is appropriate in the circumstances.
                (3) In the case of an exercise of the power under section 111, the referral may be made by the Fund Manager and the Trustee of the Public Fund concerned or either of them, in addition to the Public Fund.
                (4) The Regulatory Committee has power to do whatever it deems necessary for or in connection with, or reasonably incidental to, the performance of its functions.
                (5) The Regulator may refer an executive decision to the Regulatory Committee for determination if it considers it appropriate to do so.
                (6) The Regulatory Committee may adopt any procedures or practices governing the commencement, hearing and determination of references made to it.
                (7) Proceedings of the Regulatory Committee shall be heard in private, unless the Regulatory Committee decides otherwise.
                Amended on (13 January, 2020).

              • 226. Powers of the Regulatory Committee to hear and determine a reference

                (1) Upon receipt of a notice of a reference falling within the jurisdiction of the Regulatory Committee, the Chairman of the Regulatory Committee shall, without undue delay select a panel of at least three members of the Regulatory Committee, one of whom may be its Chairman, to exercise the powers and perform the functions of the Regulatory Committee to hear and determine the reference.
                (2) For the purposes of hearing and determining a reference, the Regulatory Committee may —
                (a) stay the decision of the Regulator to which a reference relates and any related steps proposed to be taken by the Regulator until the Regulatory Committee has determined the reference;
                (b) consider any information relating to the decision of the Regulator to which the reference relates, whether or not such information was available to the Regulator at the material time;
                (c) receive and consider any information or Documents; and
                (d) determine the manner in which such information or Documents are received by the Regulatory Committee.
                (3) At the conclusion of a reference, the Regulatory Committee may —
                (a) dismiss the reference;
                (b) determine what, if any, is the appropriate action for the Regulator to take; and
                (c) remit the matter to the Chief Executive with such directions, if any, as the Regulatory Committee considers appropriate to give effect to its determination, save that such directions may not require the Regulator to take any step which it would not otherwise have power to take.
                (4) Subject to section 228(1) the Regulator must act in accordance with the determination of, and any direction given by, the Regulatory Committee.
                (5) A certificate that purports to be signed by the Chairman or officer of the Regulatory Committee and which states that the Regulatory Committee on a specified day made a specified determination or made a specified finding of fact, is in any proceedings before the Court, where relevant —
                (a) conclusive evidence of the determination of the Regulatory Committee made on that day; and
                (b) prima facie evidence of the relevant finding of fact.

            • Chapter 2 Chapter 2 The Appeals Panel

              • 227. Structure of the Appeals Panel

                (1) The Board —
                (a) establishes the Appeals Panel and shall appoint up to a maximum of seven persons for fixed terms to serve as the President and other members of the Appeals Panel; and
                (b) may reappoint the President or any of the members for further fixed terms.
                (2) The Appeals Panel shall be composed of members who —
                (a) are independent of each of the Board, the Regulator, the Regulatory Committee, the Courts and any other Director, officer or employee of any Abu Dhabi Global Market authority or any other body established under the ADGM Founding Law; and
                (b) have relevant qualifications, expertise and experience in the regulatory aspects of financial services and related activities.
                (3) The Appeals Panel shall have a President.
                (4) The Board shall not remove any member of the Appeals Panel without Just Cause.

              • 228. Jurisdiction and Role of the Appeals Panel

                (1) Any decision, order or direction made by the Regulatory Committee in accordance with section 225 may be appealed by the Regulator or by the person against whom such decision, order or direction was made, to the Appeals Panel for a full merits review.
                (2) The Appeals Panel has jurisdiction to do as it deems necessary for, or in connection with, or reasonably incidental to, performing its functions and exercising its powers conferred for the purposes of this Chapter, including the giving of directions as to practice and procedure to be followed by the Appeals Panel in the hearing and/or determination of appeals of decisions, orders or directions of the Regulatory Committee.
                (3) The President of the Appeals Panel may establish one or more sub-panels to exercise the jurisdiction and perform the role of the Appeals Panel.
                (4) The President of the Appeals Panel, or the head of a sub-panel established pursuant to subsection (3), may make any procedural order or order granting interim relief that the Appeals Panel has jurisdiction to make.
                (5) For the purposes of an appeal made under subsection (1), the President of the Appeals Panel or the head of a sub-panel established pursuant to subsection (3) —
                (a) may appoint one or more persons, who shall be independent and an expert in their field, to assist the Appeals Panel (or sub-panel (as the case may be)) in deciding any of the issues arising in the appeal, including assistance in the examination of the parties' witnesses; and
                (b) shall provide the parties with an opportunity to make submissions on the expert's assistance and shall record in its decision the issues on, and the extent to, which such assistance was relied upon by the Appeals Panel (or the sub-panel (as the case may be)).
                (6) The Appeals Panel may make rules of procedure governing the commencement, hearing and determination of any appeal under this Chapter, including rules as to —
                (a) evidence;
                (b) the manner in which the Appeals Panel's powers may be exercised, having regard the limits of the Appeal Panel's jurisdiction;
                (c) the manner in which conflicts of interest of members of the Appeals Panel (or any sub-panel (as the case may be)) may be prevented;
                (d) the manner in which an Appeals Panel appointed expert may provide assistance to the Appeals Panel;
                (e) notification to the Chief Executive of the commencement of an appeal under this Chapter;
                (f) notification to the Chief Executive and to the Chairman of the Regulatory Committee of an application for judicial review of a decision of the Appeals Panel (or sub-panel (as the case may be)) to the Court of First Instance pursuant to the Courts, Civil Evidence, Judgments, Enforcement and Judicial Appointments Regulations 2015; and
                (g) whether, and if so, the manner in which, the Chief Executive may appear and be heard in an appeal before the Appeals Panel.
                (7) Proceedings and decisions of the Appeals Panel shall be heard and given in public unless —
                (a) the Appeals Panel hearing a matter orders otherwise; or
                (b) the rules of procedure of the Appeals Panel provide otherwise.
                (8) Proceedings before the Appeals Panel shall be determined on a balance of probabilities.
                (9) A decision of the Appeals Panel may be taken by a majority.
                (10) An application for judicial review of a decision of the Appeals Panel may be made to the Court on the grounds that the decision is wrong in law or is in excess of the Appeal Panel's jurisdiction.

              • 229. Powers of the Appeals Panel to hear and determine proceedings

                (1) The Appeals Panel may, for the purposes of any proceedings commenced under section 228 —
                (a) stay the decision of the Regulator to which the appeal relates and any related steps proposed to be taken by the Regulator until the Appeals Panel has heard and determined the appeal;
                (b) consider any evidence relating to the decision of the Regulatory Committee to which the appeal relates, whether or not such evidence was available to the Regulatory Committee at the material time;
                (c) receive and consider any material by way of oral evidence, written statements or Documents, even if such material may not be admissible in evidence in civil or criminal proceedings in a court of law;
                (d) by notice in writing require a person to attend before it at any sitting and to give evidence and produce any item, record or Document in his possession relating to the subject matter of the proceedings;
                (e) administer oaths;
                (f) examine or cause to be examined on oath or otherwise a person attending before it and require the person to answer truthfully any question which the Appeals Panel considers appropriate for the purposes of the proceedings;
                (g) order a witness to provide evidence in a truthful manner for the purposes of the proceedings by sworn statement;
                (h) order a person not to publish or otherwise disclose any material disclosed by any person to the Appeals Panel;
                (i) stay the proceedings on such grounds and on such terms and conditions as it considers appropriate having regard to the interests of justice; and
                (j) exercise such other powers or make such other orders as the Appeals Panel considers necessary for or ancillary to the conduct of the proceedings or the performance of its functions.
                (2) At the conclusion of any proceedings commenced under section 228, the Appeals Panel may do one or more of the following —
                (a) exercise any of the powers of the Regulator or the Regulatory Committee under these Regulations;
                (b) make an order requiring a party to the appeal to cease and desist from any contravention of these Regulations;
                (c) make an order requiring the party to the appeal to do an act or thing;
                (d) make an order prohibiting the party to the appeal from holding office at any Body Corporate carrying on business in the Abu Dhabi Global Market; or
                (e) make an order requiring a party to the appeal to pay a specified amount, being all or part of the costs of the proceedings, including those of any party to the proceedings. Costs ordered to be paid under this subsection shall be enforceable as a civil debt.
                (3) Upon making its decision, the Appeals Panel must without undue delay inform each party to the proceeding in writing of —
                (a) such decision and the reasons for such decision, including its findings on material questions of fact and identifying the evidence or other material on which those findings were based;
                (b) the date on which the decision is to take effect; and
                (c) where applicable, the date by which payment of any fine, restitution or compensation must be made.
                (4) A certificate that purports to be signed by the President or officer of the Appeals Panel and states that the Appeals Panel on a specified day made a finding that a specified person has committed a contravention of a specified provision of these Regulations or made a specified finding of fact, is in any proceedings before the Court, where relevant —
                (a) conclusive evidence that the person was found by the Appeals Panel on that day to have contravened the relevant provision;
                (b) prima facie evidence that the person contravened that provision; and
                (c) prima facie evidence of the relevant fact.

              • 230. Enforcement

                (1) A Person commits a contravention of these Regulations if he, without reasonable excuse —
                (a) fails to comply with an order, notice, prohibition or requirement of the Appeals Panel under section 229;
                (b) having been required by the Appeals Panel under section 229 to attend before the Appeals Panel, leaves the place where his attendance is so required without the permission of the Appeals Panel;
                (c) hinders or deters any person from attending before the Appeals Panel, giving evidence or producing any item, record or Document, for the purposes of any proceedings commenced under section 228;
                (d) threatens or causes any loss to be suffered by any person who has attended before the Appeals Panel, on account of such attendance; or
                (e) threatens or causes any loss to be suffered by any member of the Appeals Panel or any person assisting the Appeals Panel at any time on account of the performance of his functions in that capacity;
                (f) engages in conduct, including without limitation the —
                (i) destruction of Documents; or
                (ii) giving of information that is false or misleading;
                that is intended to obstruct the Appeals Panel in the exercise of any of its powers.
                (2) A person who commits a contravention under subsection (1) is liable to a financial penalty and may be subject to censure of the Appeals Panel, including by means of publication of a written notice of censure.
                (3) Where a person fails to comply with an order, notice, prohibition or requirement of a Appeals Panel made under section 229, the Court may, on application of —
                (a) the Appeals Panel; or
                (b) the Chief Executive at the request of the Appeals Panel;
                make any order as it thinks fit to enforce such order, notice, prohibition or requirement.

            • Chapter 3 Chapter 3 Disciplinary measures

              • 231. Public censure

                (1) If the Regulator considers that a person has committed a contravention of these Regulations, the Regulator may publish a statement to that effect.
                (2) After a statement under subsection (1) is published, the Regulator must send a copy of the statement to any person to whom a copy of the decision notice was given under section 248.

              • 232. Financial penalties

                (1) If the Regulator considers that a person has committed a contravention of these Regulations, it may impose a penalty on him, in respect of the contravention, of such amount as it considers appropriate.
                (2) A penalty may not be imposed on any person under these Regulations in excess of the maximum amount that may be imposed under the ADGM Founding Law.

              • 233. Suspending a Financial Services Permission or Approval or disqualification of auditors or actuaries

                (1) If the Regulator considers that an Authorised Person has committed a contravention of these Regulations, it may —
                (a) suspend, for such period as it considers appropriate, any Financial Services Permission which the person has to carry on a Regulated Activity; or
                (b) impose, for such period as it considers appropriate, such limitations or other restrictions in relation to the carrying on of a Regulated Activity by the person as it considers appropriate.
                (2) If the Regulator considers that an Approved Person has committed a contravention of these Regulations, it may suspend, for such period as it considers appropriate, any Approval of the performance by him of any Controlled Function to which the Approval relates.
                (3) If the Regulator considers that an auditor or actuary has committed a contravention of these Regulations, it may disqualify the auditor or actuary from being the auditor of, or (as the case may be), from acting as an actuary for, any Authorised Person, Recognised Body or Reporting Entity or any particular class thereof.
                (4) A suspension under this section may relate only to the carrying on of an activity or function in specified circumstances.
                (5) A suspension under subsection (2) may have effect in relation to part of a function.
                (6) A restriction under subsection (1)(b) may, in particular, be imposed so as to require the person concerned to take, or refrain from taking, specified action.
                (7) The Regulator may —
                (a) withdraw a suspension, restriction or disqualification; or
                (b) vary a suspension, restriction or disqualification so as to reduce the period for which it has effect or otherwise to limit its effect.
                (8) The power under this section may (but need not) be exercised so as to have effect in relation to all the Regulated Activities that the person concerned carries on.

              • 234. Prohibition Orders

                (1) The Regulator may make a Prohibition Order if it appears to it that an individual is not a fit and proper person to perform any function in relation to a Regulated Activity carried on by an Authorised Person.
                (2) A Prohibition Order may relate to —
                (a) a Specified Regulated Activity, any Regulated Activity falling within a Specified description or all Regulated Activities; and
                (b) all Authorised Persons or all persons within a Specified class of Authorised Person.
                (3) An individual who performs or agrees to perform a function in breach of a Prohibition Order contravenes these Regulations.
                (4) In proceedings in relation to a contravention committed under subsection (3) it is a defence for the individual to show that he took all reasonable precautions and exercised all due diligence to avoid committing the contravention.
                (5) The Regulator may, on the application of the individual named in the order, vary or revoke a Prohibition Order that it has made.
                Amended on (13 January, 2020).

              • 235. Enforceable undertakings

                (1) The Regulator may accept a written undertaking from a person against whom action could be taken under these Regulations or any Rules made under these Regulations.
                (2) An undertaking under subsection (1) may incorporate an agreement by the person making the undertaking —
                (a) to pay any sum to any person (including the Regulator); and
                (b) to take remedial action.
                (3) The person may withdraw or vary the undertaking at any time, but only with the consent of the Regulator.
                (4) If the Regulator considers that the person who gave the undertaking has been in breach of any of its terms, it may apply to the Court for an order under subsection (5).
                (5) If the Court is satisfied that the person has been in breach of a term of the undertaking, the Court may make all or any of the following orders —
                (a) an order directing the person to comply with that term of the undertaking;
                (b) an order directing the person to pay to any person or to the Regulator an amount up to the amount of any financial benefit that the person has obtained directly or indirectly and that is reasonably attributable to the breach;
                (c) any order that the Court considers appropriate directing the person to compensate any other person who has suffered loss or damage as a result of the breach; or
                (d) any other order that the Court considers appropriate.

          • Part 20 Part 20 Injunctions, Restitution and Actions for Damages

            • Injunctions

              • 236. Injunctions: general

                (1) Where a person has engaged, is engaging or is proposing to engage in conduct that constituted, constitutes or would constitute —
                (a) a contravention of these Regulations or any Rules made under these Regulations;
                (b) an attempt to contravene these Regulations or any Rules made under these Regulations;
                (c) aiding, abetting, counselling or procuring a person to contravene these Regulations or any Rules made under these Regulations;
                (d) inducing or attempting to induce, whether by threats, promises or otherwise, a person to contravene these Regulations or any Rules made under these Regulations;
                (e) being in any way, directly or indirectly, Knowingly Concerned in, or party to, the contravention by a person of these Regulations or any Rules made under these Regulations; or
                (f) conspiring with others to contravene these Regulations or any Rules made under these Regulations;
                the Court may, on the application of the Regulator, or of a person whose interests have been, are, or would be affected by the conduct, make one or more of the orders set out in subsection (2).
                (2) The Court may, in accordance with subsection (1), make any of the following orders —
                (a) an order restraining the person from engaging in the conduct including, but not limited to, engaging in conduct that may constitute a contravention of these Regulations or any Rules made under these Regulations;
                (b) an order requiring that person to do any act or thing including, but not limited to, acts or things to remedy the contravention or to minimise loss or damage; or
                (c) any other order as the Court sees fit.
                (3) Where a person ("A") has refused or failed, is refusing or failing, or is proposing to refuse or fail, to do an act or thing that A is required to do by these Regulations or any Rules made under these Regulations, the Court may, on the application of —
                (a) the Regulator; or
                (b) any person whose interests have been, are or would be affected by the refusal or failure to do that act or thing;
                grant an injunction on such terms as the Court thinks appropriate, requiring A to do that act or thing.
                (4) The power of the Court to grant an injunction restraining a person ("A") from engaging in conduct under subsection (2) may be exercised —
                (a) whether or not it appears to the Court that A intends to engage again, or to continue to engage, in conduct of that kind;
                (b) whether or not A has previously engaged in conduct of that kind; or
                (c) whether or not there is an imminent danger of substantial damage to any person if A engages in conduct of that kind.
                (5) The power of the Court to grant an injunction requiring a person ("A") to do an act or thing in accordance with subsections (2) or (3) may be exercised —
                (a) whether or not it appears to the Court that A intends to refuse or fail again, or to continue to refuse or fail, to do that act or thing;
                (b) whether or not A has previously refused or failed to do that act or thing; and
                (c) whether or not there is an imminent danger of substantial damage to any person if A refuses or fails to do that act or thing.
                (6) Where in the opinion of the Court it is desirable to do so, the Court may grant an interim injunction pending determination of an application under subsection (1).
                (7) The Court may discharge or vary an injunction granted under this section.
                (8) In proceedings under this section against a person the Court may make an order under section 237 in respect of the person.

              • 237. Injunctions in cases of investigations and proceedings

                (1) Where —
                (a) the Regulator is conducting or has conducted an investigation into the acts or omissions of a person (the "Relevant Person") who may contravene or who may have contravened these Regulations or any Rules made under these Regulations; or
                (b) civil or regulatory proceedings have been instituted, by the Regulator or otherwise, against a Relevant Person in relation to an alleged contravention of these Regulations or any Rules made under these Regulations;
                the Court may, on application of the Regulator or any aggrieved person, make one or more of the orders set out in subsection (2).
                (2) The Court may, in accordance with subsection (1), make one or more of the following orders —
                (a) an order restraining the Relevant Person from paying, transferring, disposing of, or otherwise dealing with, any assets of his which he is reasonably likely to dispose of or otherwise deal with;
                (b) an order restraining any other person holding assets on behalf of the Relevant Person from paying, transferring, disposing of, or otherwise dealing with, any assets of the Relevant Person which are reasonably likely to be disposed of or otherwise dealt with;
                (c) an order prohibiting the Relevant Person or any other person from taking or sending out of the jurisdiction of the Court or out of the Abu Dhabi Global Market any assets of the Relevant Person or held on his behalf;
                (d) in the event that the Relevant Person is a natural person, an order appointing a receiver or trustee, having such powers as the Court may see fit, of the property or any of the property of the Relevant Person;
                (e) in the event that the Relevant Person is a Body Corporate, an order appointing a receiver or receiver and manager, having such powers as the Court may see fit, of the property or any of the property of the Relevant Person;
                (f) in the event that the Relevant Person is a natural person, an order requiring him to deliver up to the Court his passport and such other Documents as the Court sees fit; or
                (g) in the event that the Relevant Person is a natural person, an order prohibiting him from leaving the jurisdiction of the Court or of the Abu Dhabi Global Market without the consent of the Court.
                (3) Nothing in this section or section 236 affects any other powers that any person or the Court may have apart from as provided for under such sections.

              • 238. Injunctions in cases of Market Abuse

                (1) If, on the application of the Regulator, the Court is satisfied —
                (a) that there is a reasonable likelihood that any person will engage in Market Abuse; or
                (b) that any person is or has engaged in Market Abuse and that there is a reasonable likelihood that the Market Abuse will continue or be repeated;
                the Court may make an order restraining the Market Abuse.
                (2) If on the application of the Regulator the Court is satisfied —
                (a) that any person is or has engaged in Market Abuse; and
                (b) that there are steps which could be taken for remedying the Market Abuse;
                the Court may make an order requiring him to take such steps as the Court may direct to remedy it.
                (3) Subsection (4) applies if, on the application of the Regulator, the Court is satisfied that any person —
                (a) may be engaged in Market Abuse; or
                (b) may have been engaged in Market Abuse.
                (4) The Court may make an order restraining the person concerned from disposing of, or otherwise dealing with, any assets of his which it is satisfied that he is reasonably likely to dispose of, or otherwise deal with.
                (5) In subsection (2), references to remedying any Market Abuse include references to mitigating its effect.

            • Restitution orders

              • 239. Restitution orders

                (1) The Court may, on the application of the Regulator, make an order under subsection (2) if it is satisfied that a person has contravened these Regulations or any Rules made under these Regulations, or been Knowingly Concerned in such contravention, and —
                (a) that profits have accrued to him as a result of the contravention; or
                (b) that one or more persons have suffered loss or been otherwise adversely affected as a result of the contravention.
                (2) The Court may order the person concerned to pay to the Regulator such sum as appears to the Court to be just and equitable having regard —
                (a) in a case within paragraph (a) of subsection (1), to the profits appearing to the Court to have accrued;
                (b) in a case within paragraph (b) of subsection (1), to the extent of the loss or other adverse effect;
                (c) in a case within both of those paragraphs, to the profits appearing to the Court to have accrued and to the extent of the loss or other adverse effect.
                (3) Any amount paid to the Regulator in pursuance of an order under subsection (2) must be paid by it to such Qualifying Person or distributed by it among such Qualifying Persons as the Court may direct.
                (4) On an application under subsection (1) the Court may require the person concerned to supply it with such accounts or other information as it may require for any one or more of the following purposes —
                (a) establishing whether any and, if so, what profits have accrued to him as mentioned in paragraph (a) of subsection (1);
                (b) establishing whether any person or persons have suffered any loss or adverse effect as mentioned in paragraph (b) of subsection (1) and, if so, the extent of that loss or adverse effect; and
                (c) determining how any amounts are to be paid or distributed under subsection (3).
                (5) The Court may require any accounts or other information supplied under subsection (4) to be verified in such manner as it may direct.
                (6) Nothing in this section affects the right of any person other than the Regulator to bring proceedings in respect of the matters to which this section applies.

              • 240. Restitution orders in cases of Market Abuse

                (1) The Court may, on the application of the Regulator, make an order under subsection (4) if it is satisfied that a person (the "Person Concerned") —
                (a) has engaged in Market Abuse; or
                (b) by taking or refraining from taking any action has required or encouraged another person or persons to engage in Behaviour which, if engaged in by the Person Concerned, would amount to Market Abuse;
                and the condition mentioned in subsection (2) is fulfilled.
                (2) The condition is that —
                (a) profits have accrued to the Person Concerned as a result; or
                (b) one or more persons have suffered loss or been otherwise adversely affected as a result.
                (3) But the Court may not make an order under subsection (4) if it is satisfied that —
                (a) the Person Concerned believed, on reasonable grounds, that his Behaviour did not fall within paragraph (a) or (b) of subsection (1); or
                (b) he took all reasonable precautions and exercised all due diligence to avoid behaving in a way which fell within paragraph (a) or (b) of subsection (1).
                (4) The Court may order the Person Concerned to pay to the Regulator such sum as appears to the Court to be just having regard —
                (a) in a case within paragraph (a) of subsection (2), to the profits appearing to the Court to have accrued;
                (b) in a case within paragraph (b) of subsection (2), to the extent of the loss or other adverse effect;
                (c) in a case within both of those paragraphs, to the profits appearing to the Court to have accrued and to the extent of the loss or other adverse effect.
                (5) Any amount paid to the Regulator in pursuance of an order under subsection (4) must be paid by it to such Qualifying Person or distributed by it among such Qualifying Persons as the Court may direct.
                (6) On an application under subsection (1) the Court may require the Person Concerned to supply it with such accounts or other information as it may require for any one or more of the following purposes —
                (a) establishing whether any and, if so, what profits have accrued to him as mentioned in paragraph (a) of subsection (2);
                (b) establishing whether any person or persons have suffered any loss or adverse effect as mentioned in paragraph (b) of subsection (2) and, if so, the extent of that loss or adverse effect; and
                (c) determining how any amounts are to be paid or distributed under subsection (5).
                (7) The Court may require any accounts or other information supplied under subsection (6) to be verified in such manner as it may direct.
                (8) Nothing in this section affects the right of any person other than the Regulator to bring proceedings in respect of the matters to which this section applies.

              • 241. Power of the Regulator to require restitution

                (1) The Regulator may exercise the power in subsection (5) if it is satisfied that an Authorised Person or Recognised Body (the "Person Concerned") has contravened these Regulations or any Rules made under these Regulations, or been Knowingly Concerned in such contravention, and —
                (a) that profits have accrued to him as a result of the contravention; or
                (b) that one or more persons have suffered loss or been otherwise adversely affected as a result of the contravention.
                (2) The Regulator may exercise the power in subsection (5) if it is satisfied that a person (the "Person Concerned") —
                (a) has engaged in Market Abuse; or
                (b) by taking or refraining from taking any action has required or encouraged another person or persons to engage in Behaviour which, if engaged in by the Person Concerned, would amount to Market Abuse;
                and the condition mentioned in subsection (3) is fulfilled;
                (3) The condition is that —
                (a) profits have accrued to the Person Concerned as a result of the Market Abuse; or
                (b) one or more persons have suffered loss or been otherwise adversely affected as a result of the Market Abuse.
                (4) But the Regulator may not exercise that power as a result of subsection (2) if, having considered any representations made to it in response to a warning notice, there are reasonable grounds for it to be satisfied that —
                (a) the Person Concerned believed, on reasonable grounds, that his Behaviour did not fall within paragraph (a) or (b) of that subsection; or
                (b) he took all reasonable precautions and exercised all due diligence to avoid behaving in a way which fell within paragraph (a) or (b) of that subsection.
                (5) The power referred to in subsections (1) and (2) is a power to require the Person Concerned, in accordance with such arrangements as the Regulator considers appropriate, to pay to the Appropriate Person or distribute among the Appropriate Persons such amount as appears to the Regulator to be just having regard —
                (a) in a case within paragraph (a) of subsection (1) or (3), to the profits appearing to the Regulator to have accrued;
                (b) in a case within paragraph (b) of subsection (1) or (3), to the extent of the loss or other adverse effect;
                (c) in a case within paragraphs (a) and (b) of subsection (1) or (3), to the profits appearing to the Regulator to have accrued and to the extent of the loss or other adverse effect.

              • 242. Actions for damages

                (1) Unless otherwise provided under Rules made by the Regulator, where a person (whether or not a Private Person) —
                (a) intentionally, recklessly or negligently commits a breach of duty, requirement, prohibition, obligation or responsibility imposed by or under these Regulations; or
                (b) commits fraud or other dishonest conduct in connection with a matter arising under such Regulations;
                that person is liable to compensate any other person for any loss or damage caused to that other person as a result of such conduct, and otherwise is liable to restore such other person to the position they were in prior to such conduct.
                (2) The Court may, on application of the Regulator or a person who has suffered loss or damages caused as a result of conduct described in subsection (1), make orders for the recovery of damages or for compensation or for the recovery of property or for any other order as the Court sees fit, except where such liability is excluded under these Regulations or any Rules made by the Regulator.
                (3) Nothing in this section affects the powers that any person or the Court may have apart from this section.

              • 243. Power of the Regulator to intervene in proceedings

                (1) The Regulator may intervene as a party in any proceedings in the Court where it considers such intervention appropriate to meet one or more of its objectives.
                (2) Where the Regulator so intervenes, it shall, subject to any other law, have all the rights, duties and liabilities of such a party.

              • 244. Compulsory Winding up

                (1) Where it appears to the Regulator that it is just and equitable in the interests of the Abu Dhabi Global Market that a Company which is or has been —
                (a) an Authorised Person or Recognised Body; or
                (b) carrying on Regulated Activities in breach of the General Prohibition;
                should be wound up, it may apply to the Court for, and the Court may make orders considered necessary and desirable for, the winding up of such Company.

              • 245. Undertakings as to damages

                (1) If the Regulator makes an application to the Court for the grant of an injunction under these Regulations, the Court must not require the Applicant or any other person, as a condition of granting an interim injunction, to give any undertakings as to damages.

          • Part 21 Part 21 Enforcement Procedure

            • 246. Requirement to give warning notices

              (1) If the Regulator proposes to exercise any of the following powers, it must give a warning notice to any person in relation to whom the power is proposed to be exercised —
              (a) exercising its power under section 30(2) and section 30(4)(a) or (b) on granting a Financial Services Permission;
              (b) exercising its power under section 35(3) in connection with an Application for a Financial Services Permission;
              (c) exercising its power under section 35(3) in relation to the variation of a Financial Services Permission on the application of an Authorised Person;
              (d) exercising its power under section 35(3) in connection with an application for the variation of a Financial Services Permission;
              (e) exercising its power under section 33(2)(b) to cancel a Person's Financial Services Permission otherwise than at the Person's request;
              (f) refusing an Application for a Financial Services Permission made under Part 4, in accordance with section 30(2);
              (g) withdrawing approval under section 46;
              (h) refusing an Application for Approval or granting the Application subject to any conditions or for a limited period (or both) under section 45(2);
              (i) refusing an Application under section 47 or granting the Application subject to any conditions or for a limited period (or both) under section 47(1);
              (j) refusing an Application for Listing, or imposing conditions or restrictions in relation to such an Application, under section 52(1);
              (k) refusing an application by the Issuer of Financial Instruments for the Discontinuance or Suspension of the Listing of the Financial Instruments under section 55;
              (l) refusing an application by the Issuer of Financial Instruments for the cancellation of a Suspension of Listing under section 55(4);
              (m) refusing approval to a Prospectus under Rules made under section 61;
              (n) exercising its power under section 72(4) on its own initiative;
              (o) exercising the power of Direction in section 84;
              (p) refusing an application under section 72(4)(a)(ii) or imposing any conditions or restrictions in respect of a declaration made following such application;
              (q) exercising its powers under section 202;
              (r) publishing a statement under section 231;
              (s) imposing a financial penalty under section 232;
              (t) exercising its powers under section 233;
              (u) imposing a Prohibition Order under section 234 or refusing an application for variation or revocation of such an order made under subsection (5) of that section;
              (v) refusing an Application for registration of a Public Fund under section 109;
              (w) withdrawing the registration of a Public Fund under section 111;
              (x) giving a Direction under section 111(3);
              (xx) refusing an application for DNFBP registration under the Rules made under section 7(6)(c); or
              (xxx) exercising its power to suspend or withdraw the registration of a DNFPB on its own initiative under the Rules made under section 7(6)(c);
              (y) giving a Direction under section 117; and
              (z) exercising its power under section 241(5).
              (2) In the case of an exercise of powers under section 111, a warning notice shall also be given to the Fund Manager and Trustee of the Public Fund concerned.
              Amended on (13 January, 2020).

            • 247. Warning notices

              (1) A warning notice must, to the extent applicable —
              (a) state the action which the Regulator proposes to take;
              (b) be in writing;
              (c) give reasons for the proposed action;
              (d) state whether —
              (i) section 255 applies; and
              (ii) if that section applies, describe its effect and state whether any Secondary Material exists to which the person concerned must be allowed access under it;
              (e) provide a reasonable period within which the person to whom the warning notice is given can make representations to the Regulator;
              (f) provide for the possibility of an extension of the period outlined in paragraph (e);
              (g) state the amount of any monetary payment to be made;
              (h) state the period for which any suspension, limitation or restriction is to have effect; and
              (i) state the terms of any statement to be published.
              (2) Once the Regulator has provided a warning notice in accordance with subsection (1), the Regulator must then decide, within a reasonable period, whether to give the person concerned a decision notice.

            • 248. Requirement to give decision notice

              If the Regulator decides to exercise any of the powers specified in section 241, it must give a decision notice to every person in relation to whom a warning notice was given under section 246.

              Amended on (13 January, 2020).

            • 249. Decision notices

              (1) A decision notice, must, to the extent applicable —
              (a) state the action which the Regulator has decided to take;
              (b) be in writing;
              (c) give the reasons of the Regulator for taking the action to which the notice relates;
              (d) state whether —
              (i) section 255 applies;
              (ii) if that section applies, describe its effect and state whether any Secondary Material exists to which the person concerned must be allowed access under it; and
              (e) inform the person concerned of its right to have the matter referred to the Regulatory Committee which is given by these Regulations;
              (f) state the amount of any financial penalty to be made;
              (g) state the period for which any suspension, limitation or restriction is to have effect; and
              (h) state the terms of any statement to be published;
              (i) when ordering restitution in the form of payment —
              (i) state the amount that is to be paid or distributed;
              (ii) identify the person or persons to whom that amount is to be paid or among whom that amount is to be distributed; and
              (iii) state the arrangements in accordance with which the payment or distribution is to be made.
              (2) If the decision notice was preceded by a warning notice, the action to which the decision notice relates must be action under the same provision of these Regulations as the action proposed in the warning notice.
              (3) The Regulator may, before it takes the action to which a decision notice (the "Original Notice") relates, give the person concerned a further decision notice which relates to different action in respect of the same matter.
              (4) The Regulator may give a further decision notice as a result of subsection (3) only if the person to whom the Original Notice was given consents.
              (5) If the person to whom a decision notice is given under subsection (3) had the right to refer the matter to which the original decision notice related to the Regulatory Committee, he has that right as respects the decision notice under subsection (3).
              Amended on (13 January, 2020).

            • Conclusion of proceedings

              • 250. Notices of Discontinuance

                (1) If the Regulator decides not to take —
                (a) the action proposed in a warning notice given by it; or
                (b) the action to which a decision notice given by it relates;
                it must give a Notice of Discontinuance to the person to whom the warning notice or decision notice was given.
                (2) But subsection (1) does not apply if the discontinuance of the proceedings concerned results in the granting of an application made by the person to whom the warning or decision notice was given.
                (3) Any Notice of Discontinuance must —
                (a) state that, if the person to whom the notice is given consents, the Regulator may publish such information as it considers appropriate about the matter to which the discontinued proceedings related; and
                (b) be accompanied by a statement that, if the person to whom the notice is copied consents, the Regulator may publish such information as it considers appropriate about the matter to which the discontinued proceedings related, so far as relevant to that person.
                (4) A Notice of Discontinuance must identify the proceedings which are being discontinued.

              • 251. Final notices

                (1) If the Regulator has given a person a decision notice and the matter was not referred to the Regulatory Committee (or a decision of the Regulatory Committee in relation to the matter was not appealed to the Appeals Panel) within the time required by any procedures of the Regulatory Committee or, if applicable, the Appeals Panel, the Regulator must, on taking the action to which the decision notice relates, give the person concerned and any person to whom the decision notice was copied, a final notice.
                (2) If the Regulator has given a person a decision notice and the matter was referred to the Regulatory Committee (or a decision of the Regulatory Committee in relation to the matter was appealed to the Appeals Panel), the Regulator must, on taking action in accordance with any directions given by the Regulatory Committee or Appeals Panel, give that person and any person to whom the decision notice was copied, the notice required by subsection (3).
                (3) The notice required by this subsection is —
                (a) in a case where the Regulator is acting in accordance with a direction given by the Regulatory Committee or Appeals Panel, a further decision notice; and
                (b) in any other case, a final notice.
                (4) A final notice must, to the extent applicable —
                (a) state the amount of any financial penalty to be made and the date by which it is to be paid;
                (b) state the period for which any suspension, limitation or restriction is to have effect;
                (c) state the terms of any statement to be published;
                (d) when ordering restitution in the form of payment —
                (i) state the amount that is to be paid or distributed;
                (ii) identify the person or persons to whom that amount is to be paid or among whom that amount is to be distributed; and
                (iii) state the arrangements in accordance with which the payment or distribution is to be made.
                (5) If all or any of a required payment has not been made at the end of a period stated in a final notice in accordance with subsection 251(4)(a), the obligation to make the payment is enforceable as a debt by the person entitled to the payment.
                Amended on (13 January, 2020).

            • Publication

              • 252. Publication

                (1) A warning notice can only be published following a written agreement allowing Publication entered into between the Regulator and the person to whom the notice was addressed.
                (2) Where the Regulator and the person to whom the notice was addressed have not agreed to publish the warning notice in accordance with subsection (1), neither the Regulator nor a person to whom the notice is given or copied may publish the notice or any details concerning it.
                (3) A decision notice, final notice or any other notice in relation to the exercise of the Regulator's powers (other than a warning notice), and details about the matter to which such notice relates, may be published by the Regulator at its discretion.
                (4) A person to whom a notice specified in subsection (3) is given or copied may not publish the notice or any details concerning it unless the Regulator has published the notice or those details in accordance with its power in subsection (3).
                (5) The Regulator may determine not to publish information under this section if, in its opinion, Publication of the information would be —
                (a) unfair to the person with respect to whom the action was taken (or was proposed to be taken);
                (b) prejudicial to the interests of Customers; or
                (c) detrimental to the stability of the Abu Dhabi Global Market Financial System.
                (6) Any information published under this section is to be so published in such manner as the Regulator considers appropriate.
                (7) For the purposes of these Regulations, a matter to which the notice relates is open to review if —
                (a) the period during which any person may refer the matter to the Regulatory Committee or, appeal any decision of the Regulatory Committee in relation to the matter to the Appeals Panel, is still running; or
                (b) the matter has been referred to the Regulatory Committee (or a decision of the Regulatory Committee in relation to the matter has been appealed to the Appeals Panel) but has not been dealt with.

            • Third Party rights and access to evidence

              • 253. Application of sections 254 and 255

                Sections 254 and 255 apply to —

                (a) a warning notice given in accordance with section 246(1)(e), (g), (n), (r), (s), (t), (u), (w), (x), (y) or (z); and
                (b) a decision notice given following a warning notice falling within paragraph (a) and in relation to the same matter as the warning notice.

              • 254. Third Party rights

                (1) If any of the reasons contained in a warning notice to which this section applies relates to a matter which —
                (a) identifies a person (the "Third Party") other than the person to whom the notice is given; and
                (b) in the opinion of the Regulator, is prejudicial to the Third Party;
                a copy of the notice must be given to the Third Party.
                (2) Subsection (1) does not require a copy to be given to the Third Party if the Regulator —
                (a) has given him a separate warning notice in relation to the same matter; or
                (b) gives him such a notice at the same time as it gives the warning notice which identifies him.
                (3) The notice copied to a Third Party under subsection (1) must specify a reasonable period within which he may make representations to the Regulator.
                (4) If any of the reasons contained in a decision notice to which this section applies relates to a matter which —
                (a) identifies a person (the "Third Party") other than the person to whom the decision notice is given; and
                (b) in the opinion of the Regulator, is prejudicial to the Third Party;
                a copy of the notice must be given to the Third Party.
                (5) If the decision notice was preceded by a warning notice, a copy of the decision notice must (unless it has been given under subsection (4)) be given to each person to whom the warning notice was copied.
                (6) Subsection (4) does not require a copy to be given to the Third Party if the Regulator —
                (a) has given him a separate decision notice in relation to the same matter; or
                (b) gives him such a notice at the same time as it gives the decision notice which identifies him.
                (7) Neither subsection (1) nor subsection (4) requires a copy of a notice to be given to a Third Party if the Regulator considers it impractical to do so.
                (8) Subsections (9) to (11) apply if the person to whom a decision notice is given has a right to refer the matter to the Regulatory Committee.
                (9) A person to whom a copy of the notice is given under this section may refer to the Regulatory Committee —
                (a) the decision in question, so far as it is based on a reason of the kind mentioned in subsection (4); or
                (b) any opinion expressed by the Regulator in relation to him.
                (10) The copy must be accompanied by an indication of the Third Party's right to make a reference under subsection (9).
                (11) A person who alleges that a copy of the notice should have been given to him, but was not, may refer to the Regulatory Committee the alleged failure and —
                (a) the decision in question, so far as it is based on a reason of the kind mentioned in subsection (4); or
                (b) any opinion expressed by the Regulator in relation to him.
                (12) Section 255 applies to a Third Party as it applies to the person to whom the notice to which this section applies was given, in so far as the material to which access must be given under that section relates to the matter which identifies the Third Party.
                (13) A copy of a notice given to a Third Party under this section must be accompanied by a description of the effect of section 255 as it applies to him.
                (14) Any person to whom a warning notice or decision notice was copied under this section must be given a copy of a Notice of Discontinuance applicable to the proceedings to which the warning notice or decision notice is related.

              • 255. Access to Regulator material

                (1) If the Regulator gives a person ("A") a notice to which this section applies, it must —
                (a) allow him access to the material on which it relied in making the decision which gave rise to the obligation to give the notice;
                (b) allow him access to any Secondary Material which, in the Regulator's opinion, might undermine that decision.
                (2) But the Regulator giving the notice does not have to allow A access to material under subsection (1) if the material is a Protected Item or it —
                (a) relates to a case involving a person other than A; and
                (b) was taken into account by the Regulator in A's case only for purposes of comparison with other cases.
                (3) The Regulator may refuse A access to particular material which it would otherwise have to allow him access to if, in its opinion, allowing him access to the material —
                (a) would not be in the public interest; or
                (b) would not be fair, having regard to —
                (i) the likely significance of the material to A in relation to the matter in respect of which he has been given a notice to which this section applies; and
                (ii) the potential prejudice to the commercial interests of a person other than A which would be caused by the material's disclosure.
                (4) If the Regulator does not allow A access to material because it is a Protected Item, it must give A written notice of —
                (a) the existence of the Protected Item; and
                (b) the Regulator's decision not to allow him access to it.
                (5) If the Regulator refuses under subsection (3) to allow A access to material, it must give him written notice of —
                (a) the refusal; and
                (b) the reasons for it.

            • The Regulator's procedures

              • 256. The Regulator's procedures

                (1) The Regulator must determine the procedure that it proposes to follow in relation to the exercise of —
                (a) any power giving rise to an obligation to give a notice under sections 246 or 248;
                (b) its Own-Initiative Powers;
                (c) its powers under section 48;
                (d) its powers under section 53;
                (e) its powers under section 71;
                (f) its powers under section 135; or
                (g) its powers under Part 14.
                (2) That procedure must be designed to secure, among other things that a decision to exercise any power specified in subsection (1) is taken —
                (a) by a person not directly involved in establishing the evidence on which the decision is based; or
                (b) by two or more persons who include a person not directly involved in establishing that evidence.

          • Part 22 Part 22 General

            • 257. Exercise of Powers

              (1) Any power which the Regulator has under any provision of these Regulations is not limited in any way by any other power which it has under any other provision of these Regulations.
              (2) The exercise of any power under a provision of these Regulations in relation to a matter shall not prejudice the Regulator's power to exercise any other powers in relation to the same matter.

            • 258. Definitions

              (1) In these Regulations, unless the context otherwise requires —
               
              Abu Dhabi Global Market Financial System or ADGM Financial System means the financial system operating in the Abu Dhabi Global Market and includes —
              (a) financial markets including trading venues;
              (b) Regulated Activities; and
              (c) other activities relating to paragraphs (a) and (b).
              Accepted Crypto Asset means a Crypto Asset that, in the opinion of the Regulator, meets the requirements for engaging in the Regulated Activity of Operating a Crypto Asset Business in or from the Abu Dhabi Global Market.
              Accepted Market Practices means, for the purposes of Part 8, practices that are reasonably expected in the financial market or markets in question.
              Accepting Deposits means the Regulated Activity specified in paragraph 38 of Schedule 1.
              Acting as a Central Securities Depository means holding securities in dematerialised form to enable book entry transfer of such securities for the purposes of Clearing or settlement of transactions executed on a facility operated by a Recognised Investment Exchange, MTF or OTF or a similar facility regulated and supervised by a Non-Abu Dhabi Global Market Regulator.
              Acting as an Insolvency Practitioner is to be read with section 290 of the Insolvency Regulations 2015 and, in any provision of Schedule 1 which provides for activities to be excluded from a Regulated Activity, references to things done by a person acting —
              (a) as an Insolvency Practitioner; or
              (b) in reasonable contemplation of that person's appointment as an Insolvency Practitioner;
              include anything done by the Person's Firm in connection with that person so acting.
              Acting as the Administrator of a Collective Investment Fund means the Regulated Activity specified in paragraph 60 of Schedule 1.
              Acting as the Trustee of an Investment Trust means the Regulated Activity specified in paragraph 61 of Schedule 1.
              ADGM Founding Law Means Abu Dhabi Law No. 4 of 2013 concerning the ADGM issued by His Highness the Ruler of the Emirate of Abu Dhabi.
              Administering a Specified Benchmark means the Regulated Activity specified in paragraph 68(1)(b) of Schedule 1.
              Administration shall be construed in accordance with section 1(2) of the Insolvency Regulations 2015.
              Administrator has the meaning given to that term in section 1(1) of the Insolvency Regulations 2015.
              Administrative Receiver has the meaning given to that term in section 152 of the Insolvency Regulations 2015.
              Advising on Investments or Credit means the Regulated Activity specified in paragraph 28 of Schedule 1.
              Affiliate means, for the purposes of section 202 and in relation to an Authorised Person or Recognised Body, any other entity in the Group to which the Authorised Person or Recognised Body belongs. 
              Agreeing to Carry On a Specified Kind of Activity means the Regulated Activity specified in paragraph 70 of Schedule 1.
              Agreement means —
              (a) for the purposes of section 21, an agreement —
              (i) made after that section comes into force; and
              (ii) the making or performance of which constitutes, or is part of, the Regulated Activity in question; and
              (b) for the purposes of section 22, an agreement —
              (i) made after that section comes into force; and
              (ii) the making or performance of which constitutes, or is part of, the Regulated Activity in question carried on by the Provider.
              Annuities on Human Life does not include superannuation allowances and annuities payable out of any fund applicable solely to the relief and maintenance of persons engaged, or who have been engaged, in any particular profession, trade or employment, or of the dependants of such persons.
              Anti-Money Laundering Legislation means—
              (a) Federal AML Legislation; and
              (b) legislation administered by the Regulator relating to money laundering, terrorist financing, the financing of unlawful organisations and non-compliance with sanctions.
              Appeals Panel means the panel Appointed by the Board in accordance with section 227.
              Applicant means the person applying for a Financial Services Permission under section 27, or its variation under section 32, and any other Person for the purposes of —
              (a) section 25, where it means the person seeking to enforce the agreement or obligation or retain the money or property paid or transferred;
              (b) Part 5, where it means an applicant making an application under section 44;
              (c) Part 6, where it means the person applying for admission to the Official List;
              (d) Part 7, where it means the person applying for an order sanctioning a scheme under section 86;
              (e) Part 11, where it means the Fund Manager or Trustee applying for registration of a Domestic Fund which is a Public Fund in accordance with section 107;
              (f) Part 12, where it means a Body Corporate which has applied for a recognition order; and
              (f) section 245, where it means the person applying to the Court for the grant of an injunction.
              Application means, for the purposes of —
              (a) section 5 and Part 4, an application for a Financial Services Permission under section 27;
              (b) Part 5, an application made under section 44;
              (c) Part 6, an application for admission to the Official List;
              (d) Part 7, an application for an order sanctioning a Transfer Scheme under section 86;
              (e) Chapter 2 of Part 11, an application for registration of a Public Fund;
              (f) Part 12, an application for a recognition order; and
              (g) section 165, an application made by a Non-Abu Dhabi Global Market Clearing House or Non-Abu Dhabi Global Market Investment Exchange for recognition of its Default Rules.
              Appointed means appointed under or as a result of these Regulations.
              Appropriate Person means a person appearing to the Regulator to be someone —
              (a) to whom the profits mentioned in sections 241(1)(a) or 241(3)(a) are attributable; or
              (b) who has suffered the loss or adverse effect mentioned in sections 241(1)(b) and 241(3)(b).
              Approval means the approval granted in accordance with section 45.
              Approved Person means a person in relation to whom an Approval is given under section 43.
              Approved Prospectus means, in relation to Securities to which section 61 applies, a Prospectus approved by the Regulator.
              Arranging Credit means the Regulated Activity specified in paragraph 50 of Schedule 1.
              Arranging Custody means the Regulated Activity specified in paragraph 46 of Schedule 1.
              Arranging Deals in Investments means the Regulated Activity specified in paragraph 16 of Schedule 1.
              Asset means, for the purposes of section 168(8)(b), collateral held to cover positions and includes the right to the transfer of assets equivalent to that collateral or the proceeds of the realisation of any collateral, but does not include Default Fund Contributions.
              Assets Requirement has the meaning given to that term in section 38(3).
              Authorised Person for the purposes of —
              (a) section 201, includes a person who was at any time an Authorised Person but who has ceased to be an Authorised Person; and
              (b) all other provisions, a person who has a Financial Services Permission to carry on one or more Regulated Activities.
              Bank means an Authorised Person which holds a Financial Services Permission to carry on the Regulated Activity of Accepting Deposits.
              Behaviour means for the purposes of Part 8, action or inaction.
              Benchmark means an index, rate or price that —
              (a) is determined from time to time by reference to the state of the market;
              (b) is made available to the public (whether free of charge or on payment); and
              (c) is used for reference for purposes that include one or more of the following —
              (i) determining the interest payable, or other sums due, under loan agreements or under other contracts relating to investments;
              (ii) determining the price at which investments may be bought or sold or the value of investments; and
              (iii) measuring the performance of investments.
              Board means the Board of Directors of the Abu Dhabi Global Market.
              Body Corporate means a company incorporated under the Companies Regulations 2015 and any body corporate constituted under the law of a country, territory or jurisdiction outside the Abu Dhabi Global Market.
              Borrower means a person who receives Credit under a Credit Agreement or a person to whom the rights and duties of a borrower under a Credit Agreement have passed by assignment or operation of law.
              Business means, for the purposes of section 205 any part of a business even if it does not consist of carrying on Regulated Activities.
              Business Day means any day which is not a Friday or Saturday or a public holiday in the Abu Dhabi Global Market.
              Buy or Buying includes, for the purposes of Schedule 1, acquiring for valuable consideration.
              Capital Requirements Directive means, for the purposes of subsection 199(2), the legislative package consisting of Directive 2013/36/EU of the European Union (commonly referred to as Capital Requirements Directive) and Regulation (EU) No 575/2013 (commonly referred to as Capital Requirements Regulation), as amended from time to time.
              Carrying Out Contracts of Insurance as Principal means the Regulated Activity specified in paragraph 32 of Schedule 1.
              Cash includes money in any form.
              Chairman means the chairman of the members of the Regulatory Committee Appointed in accordance with section 224.
              Charge means any form of security, including, for the purposes of section 38 and Part 13, a mortgage.
              Chief Executive means —
              (a) for the purposes of Part 1 and Part 19, the head of the management of the Regulator;
              (b) in relation to a Body Corporate whose principal place of business is within the Abu Dhabi Global Market, an employee of that body who, alone or jointly with one or more others, is responsible under the immediate authority of the Directors, for the conduct of the whole of the business of that body; and
              (c) in relation to a Body Corporate whose principal place of business is outside the Abu Dhabi Global Market, means the person who, alone or jointly with one or more others, is responsible for the conduct of its business within the Abu Dhabi Global Market.
              Class of Derivatives means a subset of Derivatives sharing common and essential characteristics including at least the relationship with the underlying asset, the type of underlying asset, and currency of notional amount. Derivatives belonging to the same class may have different maturities.
              Clearing means, in relation to a Recognised Clearing House or Remote Clearing House, the process of establishing positions with the Recognised Clearing House or Remote Clearing House, including the calculation of net obligations and ensuring that Financial Instruments, Cash, or both, are available to secure the exposures arising from those positions.
              Clearing Member means —
              (a) in relation to a Recognised Clearing House or Remote Clearing House, an undertaking which participates in a Recognised Clearing House or Remote Clearing House and which is responsible for discharging the financial obligations arising from that participation; and
              (b) for the purposes of section 165, a clearing member to which the law of the Abu Dhabi Global Market will apply for the purposes of an Administration or Winding-Up.
              Clearing Member Client Contract means a contract between a Recognised Clearing House or Remote Clearing House and one or more of the parties mentioned in section 151(6) which is recorded in the accounts of the Recognised Clearing House as a position held for the account of a Client, an Indirect Client or a group of Clients or Indirect Clients.
              Clearing Member House Contract means a contract between a Recognised Clearing House or Remote Clearing House and a Clearing Member recorded in the accounts of the Recognised Clearing House or Remote Clearing House as a position held for the account of a Clearing Member. 
              Clearing Services means, for the purposes of Part 13
              (a) the services provided by a Recognised Body or Remote Body in connection with contracts between each of the parties or the Recognised Body or Remote Body (in place of, or as an alternative to, a contract directly between the parties);
              (b) the services provided by a Recognised Body or Remote Body to another Recognised Body or Remote Body in connection with contracts between them; or
              (c) the services provided by a Recognised Investment Exchange to a Recognised Clearing House or to another Recognised Investment Exchange in connection with contracts between them;
              for the purpose of enabling the rights and liabilities of that member, Recognised Investment Exchange, Remote Body or other Recognised Clearing House under a transaction to be settled.
              Client means for the purposes of Part 13, a client —
              (a) which offers Indirect Clearing Services; and
              (b) to which Regulations will apply for the purposes of an Administration or Winding-Up.
              Client Money means the money held by an Authorised Person that is to be handled in accordance with Rules made under section 4.
              Client Trade means a contract between two or more of the parties mentioned in section 151(6) which corresponds to a Clearing Member Client Contract.
              Close Relative means, in relation to a person —
              (a) his spouse;
              (b) his children and step children, his parents and step parents, his brothers and sisters and his step brothers and step sisters; and
              (c) the spouse of any person within paragraph (b).
              Collateral Security Arrangements has the meaning given to that term in section 167(1).
              Collective Investment Fund has the meaning given to that term in section 106(1).
              Commodity Derivative means investments falling within paragraphs 94, 95 and 96 of Schedule 1, in so far as those investments relate to commodities.
              Company means —
              (a) any Body Corporate (wherever incorporated); and
              (b) any unincorporated body constituted under the law of a country, territory or jurisdiction outside the Abu Dhabi Global Market.
              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.
              Connected Person has the meaning given to that term in the Rules made by the Regulator in accordance with section 76(2)(a).
              Constitution means, in relation to a Fund —
              (a) which is in the form of a Body Corporate, the instrument of incorporation;
              (b) which is in the form of an Investment Trust, the Trust Deed;
              (c) which is in the form of a Partnership, the partnership deed; and
              (d) adopting a form other than the one specified in paragraphs (a) to (c), any instrument creating the legal form of the Fund to which the Fund Manager is a party setting out provisions relating to any aspect of the operation or management of the Fund.
              Contract of Insurance has the meaning given to that term in Part 4 of Schedule 1.
              Contract of Long-Term Insurance means a Contract of Insurance, expressed to be in force for more than one year, where under the terms of the contract any of the following conditions exists —
              (a) the payment of the whole or part of the benefits is dependent upon the termination or continuation or human life;
              (b) the payment of any part of the premiums is dependent upon the termination or continuation of human life;
              (c) the benefits under the contract include payment of a sum on marriage or on the birth of a child; or
              (d) the contract is a permanent health insurance contract.
              Control has the meaning given to that term in the Rules made by the Regulator.
              Control of Information Rules means the Rules made by the Regulator under section 7(3).
              Controlled Function means, in relation to the carrying on of a Regulated Activity by an Authorised Person, a function of a description specified in the Rules made by the Regulator.
              Controller has the meaning given to that term in the Rules made by the Regulator.
              Corporate Governance in relation to a Reporting Entity, includes —
              (a) the nature, constitution or functions of the organs of the Reporting Entity;
              (b) the manner in which organs of the Reporting Entity conduct themselves;
              (c) the requirements imposed on organs of the Reporting Entity;
              (d) the relationship between the different organs of the Reporting Entity; and
              (e) the relationship between the organs of the Reporting Entity and the members of the Reporting Entity or holders of the Reporting Entity's Financial Instruments.
              Counterparty Credit Risk means the risk that the counterparty to a transaction defaults before the final settlement of the transaction's cash flows.
              Court has the meaning given to the term in section 1 of the Interpretation Regulations 2015.
              Court of First Instance means the Abu Dhabi Global Market court of first instance established under the ADGM Founding Law.
              CRD Information means, for the purposes of subsection 199(2), the Confidential Information received or obtained by the Regulator from the EEA Competent Authority by virtue of the Capital Requirements Directive.
              Credit includes any Cash loan or other financial accommodation.
              Credit Agreement means any facility which includes any arrangement or agreement which extends monetary Credit whether funded or unfunded to an individual including but not limited to any loan or syndicated loan, mortgage, overdraft, financial lease, letter of credit, financial guarantee, trade finance, transaction finance, project finance or asset finance.
              Credit Rating Activities has the meaning given to that term in paragraph 65(2)(a) of Schedule 1.
              Crypto Asset means a digital representation of value that can be digitally traded and functions as (1) a medium of exchange; and/or (2) a unit of account; and/or (3) a store of value, but does not have legal tender status in any jurisdiction. A Crypto Asset is -
              (a) neither issued nor guaranteed by any jurisdiction, and fulfils the above functions only by agreement within the community of users of the Crypto Asset; and
              (b) distinguished from Fiat Currency and E-money.
              Crypto Asset Custodian means operating as a Crypto Asset Custodian operating within Abu Dhabi Global Market as part of the Regulated Activity of Operating a Crypto Asset Business.
              Crypto Asset Exchange means a Crypto Asset Exchange operating within Abu Dhabi Global Market as part of the Regulated Activity of Operating a Crypto Asset Business.
              Customer
              (a) means, for the purposes of Schedule 1 and Schedule 2, a person, other than an individual, to whom a supplier sells goods or supplies services, or agrees to do so, and, where the Customer is a member of a Group, also means any other member of that Group; and
              (b) means, for all other purposes, a person who is using, or who is or may be contemplating using, any of the services provided by an Authorised Person.
              Dealing in Investments as Agent means the Regulated Activity specified in paragraph 12 of Schedule 1.
              Dealing in Investments as Principal means the Regulated Activity specified in paragraph 4 of Schedule 1.
              Defaulter means, for the purposes of —
              (a) Part 13, a person in respect of whom action has been taken by a Recognised Body or Remote Body under its Default Rules, whether by declaring him to be a defaulter or otherwise, and the terms "Default", "Defaults", "Defaulting" and "Non-Defaulting" shall be construed accordingly; and
              (b) Part 17, the person described in section 214(1).
              Default Proceedings means proceedings taken by a Recognised Body or Remote Body under its Default Rules.
              Default Rules means rules of a Recognised Body or Remote Body which provide for —
              (a) the taking of action in the event of a person (including the Recognised Body or Remote Body itself or another Recognised Body or Remote Body) appearing to be unable, or likely to become unable, to meet his obligations in respect of one or more Market Contracts connected with the Recognised Body or Remote Body;
              (b) arrangements for netting, the closing out of market contacts, the application or transfer of Collateral Security Arrangements;
              (c) its default procedures; and
              (d)any rules of the Recognised Clearing House or Remote Clearing House which provide for the taking of action in accordance with a request or instruction from a Clearing Member under the default procedures referred to in paragraph (c) in respect of assets or positions held by the Recognised Clearing House or Remote Clearing House for the account of an Indirect Client or group of Indirect Clients. 
              Default Fund Contribution means —
              (a) contribution by a member or Designated Non-Member of a Recognised Investment Exchange or Remote Investment Exchange to a fund which —
              (i) is maintained by that Recognised Investment Exchange or Remote Investment Exchange for the purpose of covering losses arising in connection with Defaults by any of the members of the Recognised Investment Exchange or Remote Investment Exchange, or Defaults by any of the members or Designated Non-Members of the Recognised Investment Exchange or Remote Investment Exchange; and
              (ii) may be applied for that purpose under the Default Rules of the Recognised Investment Exchange or Remote Investment Exchange;
              (b) contribution by a member of a Recognised Clearing House or Remote Clearing House to a fund which —
              (i) is maintained by that Recognised Clearing House or Remote Clearing House for the purpose of covering losses arising in connection with Defaults by any of the members of the Recognised Clearing House or Remote Clearing House; and
              (ii) may be applied for that purpose under the Default Rules of the Recognised Clearing House or Remote Clearing House;
              (c) contribution by a Recognised Clearing House or Remote Clearing House to a fund which —
              (i) is maintained by a Recognised Investment Exchange, another Recognised Clearing House ("A") or a Remote Body for the purpose of covering losses arising in connection with Defaults by Recognised Clearing Houses, Recognised Investment Exchanges or Remote Bodies other than A or by any of their members; and
              (d) contribution by a Recognised Investment Exchange or Remote Investment Exchange to a fund which —
              (i) is maintained by a Recognised Clearing House, another Recognised Investment Exchange ("A") or a Remote Body for the purpose of covering losses arising in connection with Defaults by Recognised Investment Exchanges, Recognised Clearing Houses or Remote Bodies other than A or by any of their members; and
              (ii) may be applied for that purpose under A's Default Rules.
              Deposit has the meaning given to that term in paragraph 85 of Schedule 1.
              Derivative or Derivative Contract 12 means Specified Investments falling within paragraphs 94 to 96 of Schedule 1 or, so far as relevant to such investments, any investment falling within paragraphs 98 or 99 of Schedule 1.
              Designated Investment means a kind of investment specified for the purposes of sections 102 and 103 in Rules made by the Regulator.
              Designated Non-Financial Business or Profession (DNFBP) means the following class of persons whose business is carried out in the ADGM:
              (a) A real estate agency, which carries out transactions with other Persons that involve the acquiring or disposing of Real Property;
              (b) A dealer in precious metals or precious stones;
              (c) A dealer in any saleable item of a price equal to or greater than USD15,000;
              (d) An accounting firm, audit firm, insolvency firm or taxation consulting firm;
              (e) A law firm, notary firm or other independent legal business; or
              (f) A company service provider that carries out any of the following services to a customer:
              (i) acting as a formation agent of a Legal Person;
              (ii) acting as (or arranging for another person to act as) a director or secretary of a company, a partner of a partnership or a similar position in relation to other Legal Persons or any other legal arrangement;
              (iii) providing a registered office, business address or accommodation, correspondence or administrative address for a Legal Person or any other legal arrangement;
              (iv) acting as (or arranging for another person to act as) a trustee of an express trust or performing the equivalent function for another form of legal arrangement; or
              (v) acting as (or arranging for another Person to act as) a nominee shareholder for another person.
              Designated Non-Member means the Regulated Activity specified in paragraph 73A of Schedule 1.
              Developing Financial Technology Services within the RegLab means a person in respect of whom action may be taken under the Default Rules of the Recognised Investment Exchange who is not a member of the Recognised Investment Exchange.
              Direction means, for the purposes of —
              (a) sections 9 and 10, a direction under section 9;
              (b) Reporting Entities and their obligations under Part 6, a direction under section 84;
              (c) suspending an investigation into Market Abuse, a direction under section 99;
              (d) the name of a Fund or Sub-Fund, a direction under section 117;
              (e) the Regulator's powers under Part 12, a direction under sections 130, 132, 133 and 137;
              (f) the Regulator's powers under Part 13, a direction under sections 153, 162 and 164; and
              (g) the Regulator's powers under Part 17, a direction under sections 206 and 217; and
              (h) Authorised Person Operating a Crypto Asset Business, a direction under sub-section 5A(2).
              Director includes, in relation to a Body Corporate —
              (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.
              Disclosing Person means the person making a disclosure in accordance with section 101.
              Discontinuance means a discontinuance of Listing in accordance with section 53.
              Documents 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.
              Domestic Fund means a Fund established or domiciled in the Abu Dhabi Global Market.
              EEA Competent Authority means, for the purposes of subsection 199(2), a public authority or body officially recognised by national law of a jurisdiction within the EEA and empowered by that national law to supervise institutions as part of the supervisory system.
              Effecting Contracts of Insurance means the Regulated Activity specified in paragraph 31 of Schedule 1.
              Eligible Custodian means, in relation to a Fund, a person who is a separate legal entity from the Fund Manager and who also meets one of the following criteria —
              (a) an Authorised Person whose Financial Services Permission authorises it to Provide Custody;
              (b) an Authorised Person that is a Bank;
              (c) a Recognised Body or Remote Body;
              (d) a legal entity that is authorised and supervised by a Non-Abu Dhabi Global Market Regulator in a Recognised Jurisdiction for Providing Custody in respect of a Fund and is subject to a minimum capital requirement of 4 million US Dollars or its equivalent in any other currency at the relevant time and has had surplus revenue over expenditure for the last two financial years;
              (e) a legal entity where it, or its holding company is —
              (i) in respect of its financial strength, rated or graded as at least "investment grade" by Moody's, Fitch or Standard & Poor's or such other international rating agency as may be recognised by the Regulator; and
              (ii) authorised and supervised by a Non-Abu Dhabi Global Market Regulator in another jurisdiction which is a Zone 1 country; or
              (f) a legal entity that is authorised or recognised by a Non-Abu Dhabi Global Market Regulator to operate as an exchange or a clearing house in a Recognised Jurisdiction;
              (g) a legal entity that is and remains —
              (i) controlled and wholly owned by one or more of the national governments of the six member states of the Gulf Cooperation Council;
              (ii) authorised and supervised by a financial services regulator or central bank of at least one of the said national governments; and
              (iii) rated or graded as at least "investment grade" by Moody's, Fitch or Standard & Poor's or such other international rating agency as may be recognised by the Regulator; or
              (h) any other legal entity otherwise acceptable to the Regulator.
              E-money means a digital representation of Fiat Currency used to electronically transfer value denominated in Fiat Currency.
              Engage in Investment Activity means —
              (a) enter or offer to enter into an agreement the making or performance of which by either party constitutes a Regulated Activity, or would constitute a Regulated Activity, but for the application of any exclusion pursuant to Schedule 1 or any exemption under section 16(3); or
              (b) exercise any rights conferred by a Specified Investment to acquire, dispose of, underwrite or convert a Specified Investment.
              European Economic Area or EEA means, for the purposes of subsection 199(2), the area as it stands from time to time in which the Agreement on the EEA, established on 1 January 1994, provides for the free movement of persons, goods, services and capital within the European single market.
              Exempt Fund means the Fund of a description specified in Rules made by the Regulator.
              Exempt Offeror means, for the purposes of Part 6, a recognised government or other person included in the list of Exempt Offerors maintained by the Regulator in accordance with the Rules and in accordance with section 60(2).
              Exempt Person means a person set out in Schedule 3.
              Federal AML Legislation means Federal Decree by Law No. (20) of 2018 on AntiMoney Laundering, Combating the Financing of Terrorism and Financing of Illegal Organisations, Federal Law No. 7 of 2014 on Combating Terrorism Offences and any other Federal legislation relating to money laundering.
              Fiat Currency means, for the purpose of paragraph 73B of Schedule 1, government issued currency that is designated as legal tender in its country of issuance through government decree, regulation or law.
              Financial Crime includes —
              (a) fraud or dishonesty;
              (b) misconduct in, or misuse of information relating to, a financial market;
              (c) handling the proceeds of crime; or
              (d) the financing of terrorism.
              Financial Counterparty means an Authorised Person.
              Financial Group means a group of entities which includes an Authorised Person and—
              (a) any Holding Company incorporated in the Abu Dhabi Global Market;
              (b) any Financial Institution subsidiaries (whether direct or indirect) of the Holding Company or Holding Companies in (a) or of the Authorised Person;
              (c) any Financial Institution in which the Holding Company or Holding Companies in (a), the Financial Institution subsidiaries in (b) or the Authorised Person (whether direct or indirect) hold 20% or more of the voting rights or capital; and
              (d) any entity which the Regulator directs the Authorised Person to include in accordance with the Rules.
              Financial Institution means—
              (a) an Authorised Person; or
              (b) any person which carries out as its principal business an activity which would, if carried out in the Abu Dhabi Global Market, be a Regulated Activity; and
              (c) is not one of the following—
              (i) a governmental organisation, including the Central Bank of the United Arab Emirates or its equivalent in another country or territory; or
              (ii) a multilateral development bank.
              Financial Instrument means the instruments listed in paragraphs 87, 88, 89, 90, 91, 92, 93, 94, 95, 96 and 99A of Schedule 1 and, so far as relevant to any such instruments, those listed in paragraphs 98 and 99 of that Schedule.
              Financial Promotion Restriction is a reference to the restriction in section 18(1).
              Financial Services Permission is a permission given, or having effect as if so given, by the Regulator in accordance with Part 4.
              FinTech means innovative financial technology.
              FinTech Participant means an Authorised Person who has a Financial Services Permission to carry on the Regulated Activity of Developing Financial Technology Services within the RegLab.
              FinTech Proposal means the financial technology innovation proposed to be developed and tested by the FinTech Participant.
              FinTech RegLab Guidance means the FinTech Regulatory Laboratory Guidance in relation to the Regulated Activity of Developing Financial Technology Services within the RegLab issued in accordance with section 15(2).
              Foreign Fund means a Fund established or domiciled in a jurisdiction other than the Abu Dhabi Global Market managed by a Fund Manager who is an Authorised Person.
              Fund means a Collective Investment Fund.
              Fund Manager means a Person responsible for the management of the property held for or within a Fund and who otherwise operates the Fund.
              Fund Property means the property held for or within a Fund.
              General Partner means, in relation to a Fund, the general partner of a Partnership (including an Investment Partnership).
              General Prohibition has the meaning given to that term in section 16(2).
              Governing Body means, in relation to a Fund, a person or a body of persons who together form the directing mind of the Fund including but not limited to —
              (a) its Fund Manager, a member of its main or supervisory board, a General Partner; or
              (b) any other person or body of persons exercising equivalent powers and functions in relation to directing the operation of the Fund.
              Government means, for the purposes of Schedule 1 —
              (a) the Board or the government of the U.A.E., a member emirate of the U.A.E. or of any other country, territory or jurisdiction; or
              (b) a governmental authority in the U.A.E. or elsewhere (including a local or regulatory authority).
              Group has the meaning given to that term in section 260(1).
              Group of Connected Individuals for the purposes of —
              (a) Schedule 1, has the meaning given to that term in paragraph 78(3) of that Schedule; and
              (b) Schedule 2, has the meaning given to that term in paragraph 32(4) of that Schedule.
              Guidance means the guidance issued by the Regulator in accordance with section 15.
              Holding Company has the meaning given to that term in section 1015 of the Companies Regulations 2015.
              Indirect Clearing Services means the Clearing Services provided by a Recognised Clearing House or Remote Clearing House to an Indirect Client.
              Indirect Client means the Client of a Clearing Member.
              Information Requirement means a requirement to produce Documents or provide information imposed pursuant to these Regulations.
              Inside Information has the meaning given to that term in section 95.
              Insider has the meaning given to that term in section 94.
              Insolvency Practitioner means a person licensed to perform the activity specified in Rule 6 of the Commercial Licensing Regulations 2015 (Controlled Activities) Rules 2015.
              Institution means, for the purposes of Part 14
              (a) a Recognised Investment Exchange; or
              (b) an Authorised Person.
              Insurance Intermediation means the Regulated Activity specified in paragraph 33 of Schedule 1.
              Insurance Management means the Regulated Activity specified in paragraph 36 of Schedule 1.
              Insurer means a person or institution which is authorised under these Regulations to carry on the Regulated Activity of Effecting Contracts of Insurance or Carrying Out Contracts of Insurance as Principal.
              Interested Parties are, in relation to an Application made under section 44
              (a) the Applicant; and
              (b) the person in respect of whom the Application is made.
              International Organisation means any body the members of which comprise —
              (a) states or legal jurisdictions including the Abu Dhabi Global Market and the U.A.E.; or
              (b) bodies whose members comprise states or legal jurisdictions including the Abu Dhabi Global Market and the U.A.E.
              Intragroup Transactions means transactions occurring between two members of the same Group.
              Investigative Power means any one of the powers set out in section 217(1).
              Investigator means a person Appointed under section 205 to conduct an investigation. 
              Investment Partnership means, in relation to a Fund, a limited partnership established for the sole purpose of collective investment which is formed and registered under the Limited Partnership Act 1907 (Chapter 24).
              Investment Trust means an express trust created solely for collective investment purposes in accordance with section 114.
              Islamic Financial Business means the Regulated Activity specified in paragraph 64 of Schedule 1.
              Issuer
              (a) for the purposes of Part 6
              (i) in relation to an Offer of Securities to the Public or admission of Securities to the Official List, means a legal person who issues or proposes to issue the Securities in question; and
              (ii) in relation to anything else which is or may be admitted to the Official List, has such meaning as may be prescribed in the Rules made by the Regulator;
              (b) for the purposes of Part 14, and in relation to a Financial Instrument, means the person who issued such Financial Instrument; and
              (c) in any other case, means a person issuing a Financial Instrument.
              Joint Enterprise means an enterprise into which two or more persons (the "participators") enter for commercial purposes related to a business or businesses (other than the business of engaging in a Regulated Activity) carried on by them, and, where a participator is a member of a Group, each other member of the Group is also to be regarded as a participator in the enterprise.
              Just Cause means inability, incapacity or misbehaviour.
              Knowingly Concerned means, for the purposes of sections 220, 236, 239 and 241, a person who —
              (a) has aided, abetted, counselled or procured the contravention;
              (b) has induced, whether by threats or promises or otherwise, the contravention;
              (c) has in any way, by act or omission, directly or indirectly been knowingly involved in or been party to, the contravention; or
              (d) has conspired with another or others to effect the contravention.
              Legal Person means any entity other than an individual that can establish a customer relationship with a Relevant Person or otherwise own property. This can include companies, Bodies Corporate or unincorporate, trusts, foundations, Partnerships, associations, states and governments and other relevantly similar entities.
              Lender means —
              (a) the person providing Credit under a Credit Agreement; or
              (b) a person who exercises or has the right to exercise the rights and duties of a person who provided Credit under such an agreement.
              Listed Fund means a Fund where the Units are or have been admitted to the Official List.
              Listing means being admitted to the Official List in accordance with Part 6.
              Listing Rules means the Rules made under Part 6 which relate to Listing.
              Managing Assets means the Regulated Activity specified in paragraph 56 of Schedule 1.
              Managing a Collective Investment Fund means the Regulated Activity specified in paragraph 59 of Schedule 1.
              Managing a Profit Sharing Investment Account means the Regulated Activity specified in paragraph 64(2) of Schedule 1.
              Market Abuse has the meaning given to that term in section 92(1).
              Market Contracts means the contracts described in sections 151(1) to (5).
              Market Operator means a person who manages or operates the business of a Recognised Investment Exchange.
              Matter Concerned has the meaning given to that term in section 203(1).
              Money Laundering Means as described in section 15A(2).
              Money-Lender means, for the purposes of paragraph 22 of Schedule 1, a person who is —
              (a) a money-lending company within the meaning of section 198 (Exceptions for money-lending companies) of the Companies Regulations 2015; or
              (b) a person whose ordinary business includes the making of loans or the giving of guarantees in connection with loans.
              Money Transmission means —
              (a) selling or issuing payment instruments;
              (b) selling or issuing stored value; or
              (c) receiving money or monetary value for transmission, including electronic transmission, to a location within or outside the Abu Dhabi Global Market.
              Multilateral Trading Facility or MTF means a multilateral system, operated by an Authorised Person or a Recognised Investment Exchange, which brings together multiple third-party buying and selling interests in Financial Instruments, in the system and in accordance with non-discretionary rules, in a way that results in a contract in accordance with its rules.
              Non-Abu Dhabi Global Market Clearing House means a clearing house operating outside the Abu Dhabi Global Market which is not a Remote Clearing House.
              Non-Abu Dhabi Global Market Communicator means a person who carries on the business of engaging in Regulated Activities from outside the Abu Dhabi Global Market but who does not carry on any such activity from a permanent place of business maintained by him in the Abu Dhabi Global Market.
              Non-Abu Dhabi Global Market Firm means a person —
              (a) who is a body incorporated in, or formed under the law of, or is an individual who is ordinarily resident, in any country, territory or jurisdiction outside the Abu Dhabi Global Market; and
              (b) who is carrying on a Regulated Activity in any country, territory or jurisdiction outside the Abu Dhabi Global Market in accordance with the law of that country, territory or jurisdiction.
              Non-Abu Dhabi Global Market Investment Exchange means an investment exchange operating outside the Abu Dhabi Global Market which is not a Remote Investment Exchange.
              Non-Abu Dhabi Global Market Person means a person who —
              (a) carries on activities of the kind specified by any of paragraphs 4, 12, 16, 28, 56, 43, 59, 60 or 61 of Schedule 1, or, so far as relevant to any of those paragraphs, paragraph 70 (or activities of a kind which would be so specified but for the exclusion in paragraph 79); but
              (b) does not carry on any such activities, or offer to do so, from a permanent place of business maintained by him in the Abu Dhabi Global Market.
              Non-Abu Dhabi Global Market Recognised Body means a Non-Abu Dhabi Global Market Clearing House or Non-Abu Dhabi Global Market Investment Exchange which has been recognised by the Regulator in accordance with section 165.
              Non-Abu Dhabi Global Market Recognised Clearing House means, for the purposes of Part 13, a clearing house operating outside the Abu Dhabi Global Market which has been recognised by the Regulator in accordance with section 127.
              Non-Abu Dhabi Global Market Recognised Investment Exchange means, for the purposes of Part 13, an investment exchange operating outside the Abu Dhabi Global Market which has been recognised by the Regulator in accordance with section 127.
              Non-Abu Dhabi Global Market Regulator means an authority in a country, territory or jurisdiction outside the Abu Dhabi Global Market which exercises functions with respect to regulation of financial services in that country, territory or jurisdiction.
              Non-Abu Dhabi Global Market State means any country, territory or jurisdiction outside the Abu Dhabi Global Market.
              Non-Abu Dhabi Global Market Competent Authority means, for the purposes of section 165 a financial services regulator responsible for the recognition or supervision of Remote Clearing Houses in a country or territory other than the Abu Dhabi Global Market.
              Non-Financial Counterparty means an undertaking established in the Abu Dhabi Global Market other than Recognised Clearing Houses or Financial Counterparties.
              Non-Global Market Competent Authority means, for the purposes of section 165 a competent authority responsible for the recognition or supervision of Recognised Clearing Houses in a country or territory other than the Abu Dhabi Global Market.
              Non-Profit Organisation means a legal person or arrangement or organization that primarily engages in raising or disbursing funds for purposes such as charitable, religious, cultural, educational, social or fraternal purposes or for other charitable purpose.
              Notice of Discontinuance means a notice given by the Regulator in accordance with section 250.
              Offer means —
              (a) for the purposes of Part 6 the offer made by the Offeror in accordance with section 59; and
              (b) in relation to Units of a Fund, an offer of Units falling outside Part 6.
              Offer of Securities to the Public has the meaning given to that term in section 59.
              Offeror means the person making the Prospectus Offer in accordance with Part 6.
              Officer means —
              (a) for the purposes of section 201 an officer of the Regulator exercising the power and includes a member of that Regulator's staff or an agent of the Regulator;
              (b) for the purposes of section 214, and in relation to a Body Corporate, an officer of the Body Corporate; and
              (c) for the purposes of section 222, and in relation to a Body Corporate —
              (i) a Director, member of the committee of management, Chief Executive, manager, secretary or other similar officer of the body, or a person purporting to act in any such capacity; and
              (ii) an individual who is a Controller of the body.
              Official List means the list of Securities maintained by the Regulator pursuant to Part 6.
              Operating a Credit Rating Agency means the Regulated Activity specified in paragraph 65 of Schedule 1.
              Operating a Crypto Asset Business means the Regulated Activity specified in paragraph 73B of Schedule 1.
              Operating a Multilateral Trading Facility or Organised Trading Facility means the Regulated Activity specified in paragraph 54 of Schedule 1.
              Operating a Representative Office means the Regulated Activity specified in paragraph 67 of Schedule 1.
              Organised Trading Facility or OTF means a multilateral system which is not a Recognised Investment Exchange or a Multilateral Trading Facility and in which multiple third-party buying and selling interests in Financial Instruments are able to interact in the system in a way that results in a contract in accordance with the provisions of its rules.
              Original Notice has the meaning given to that term in section 249(3).
              OTC Derivative or OTC Derivative Contract means a Derivative Contract the execution of which does not take place on a Recognised Investment Exchange.
              Ownership Transfer means, for the purposes of section 128(3), and in relation to an exchange, a transfer of ownership which gives rise to a change in the persons who are in a position to exercise significant influence over the management of the exchange, whether directly or indirectly.
              Own-Initiative Powers means the Regulator's Own-Initiative Variation Power and its Own-Initiative Requirement Power.
              Own-Initiative Requirement Power means the Regulator's power specified in section 35(3).
              Own-Initiative Variation Power means the Regulator's power specified in section 33(2).
              Parent Undertaking has the meaning given to that term in the Companies Regulations 2015 but, for the purposes of these Regulations, also includes an individual who would be a parent undertaking for the purposes of those provisions if he were taken to be an undertaking.
              Participating Interest has the meaning given to that term in sections 260 and 261.
              Partner includes, for the purposes of section 222(3), a person purporting to act as a partner.
              Partnership includes —
              (a) a partnership constituted under the law of the Abu Dhabi Global Market;
              (b) a partnership constituted under the law of a country, territory or jurisdiction outside the Abu Dhabi Global market; but
              (c) for the purposes of sections 30(5), (6) and (7), does not include a partnership which is constituted under the law of any place outside the Abu Dhabi Global Market and which has status of a Body Corporate under such law.
              Passported Fund means a Fund established and domiciled in the U.A.E. (including the Dubai International Financial Centre but excluding the ADGM) which the FSRA has designated by Rules to be eligible to be promoted to persons within the ADGM.
              Person Concerned means —
              (a) for the purposes of section 203, the person to whom section 203(2) applies;
              (b) for the purposes of section 240, the person in respect of which the Court makes an order under section 240(4); and
              (c) for the purposes of section 241, the Authorised Person or Recognised Investment Exchange in respect of which the Regulator exercises its powers under section 241(5).
              Person's Firm in relation to a person Acting as an Insolvency Practitioner or in reasonable contemplation of that person's appointment as an Insolvency Practitioner, means —
              (a) the person's employer;
              (b) where the person is a partner in a Partnership other than a limited liability partnership, that Partnership; or
              (c) where the person is a member of a limited liability partnership, that Partnership.
              Person in Default has the meaning given to that term in section 163(1).
              Person Under Investigation means the person subject to an investigation carried out in accordance with sections 205 and 206.
              Precise has the meaning given to that term in section 95(5).
              Prescribed Markets means any Recognised Investment Exchanges, MTF or OTF.
              President means the president of the Appeals Panel Appointed in accordance with section 227.
              Price Stabilising Rules means the Rules, contained in MKT, made by the Regulator in accordance with section 7(4).
              Private Financing Platform (PFP) has the meaning given to that term in Schedule 1, section 73E.
              Private Person has, for the purposes of section 242, such meaning as may be prescribed in the Rules made by the Regulator.
              Privileged Communication has the meaning given to that term in the Insolvency Regulations 2015.
              Profit Sharing Investment Account means an account or portfolio managed —
              (a) in relation to property of any kind, including the currency of any country or territory, held for or within the account or portfolio;
              (b) in accordance with Shari'a and held out as such; and
              (c) under the terms of an agreement whereby —
              (i) the investor agrees to share any profit with the manager of the account or portfolio in accordance with a predetermined specified percentage or ratio; and
              (ii) the investor agrees that he alone will bear any losses in the absence of negligence or breach of contract on the part of the manager.
              Prohibition Order means an order made in accordance with section 234, prohibiting an individual to whom that section applies from performing any Controlled Function specified in the order.
              Property has the meaning given to that term in section 152(2).
              Prospectus means a prospectus submitted in accordance with section 61.
              Prospectus Offer has the meaning given to that term in section 61(4)(a).
              Protected Items has the meaning given to that term in section 211(2).
              Provider means the Authorised Person making an Agreement in the course of carrying on a Regulated Activity in accordance with section 22(1)(a).
              Providing Custody means the Regulated Activity specified in paragraph 43 of Schedule 1.
              Providing Information in Relation to a Specified Benchmark means the Regulated Activity specified in paragraph 68(1)(a) of Schedule 1.
              Providing Money Services means the Regulated Activity specified in paragraph 52 of Schedule 1
              Providing Trust Services means the Regulated Activity specified in paragraph 72 of Schedule 1.
              Public Functions includes for the purposes of section 199
              (a) functions of a public nature conferred by or in accordance with any provision contained in any enactment; and
              (b) similar functions conferred on persons by or under provisions having effect as part of the law of a country, territory or jurisdiction outside the Abu Dhabi Global Market.
              Public Fund means the Fund of a description specified in Rules made by the Regulator.
              Publication means —
              (a) a newspaper, journal, magazine or other periodical publication;
              (b) a web site or similar system for the electronic display of information; or
              (c) any programme forming part of a service consisting of the broadcast or transmission of television or radio programmes.
              Qualified Investor Fund means the Fund of a description specified in Rules made by the Regulator.
              Qualifying Collateral Arrangements means the contracts and contractual obligations to which these Regulations apply by virtue of section 152(1).
              Qualifying Person means —
              (a) for the purposes of section 239, a person appearing to the Court to be someone —
              (i) to whom the profits mentioned in section 239(1)(a) are attributable; or
              (ii) who has suffered the loss or adverse effect mentioned in section 239(1)(b); and
              (b) for the purposes of section 240, a person appearing to the Court to be someone —
              (i) to whom the profits mentioned in section 240(2)(a) are attributable; or
              (ii) who has suffered the loss or adverse effect mentioned in section 240(2)(b).
              Qualifying Property Transfers means the property transfers to which these Regulations apply by virtue of section 152(1).
              Rating Subject has the meaning given to that term in paragraph 65(3) of Schedule 1.
              Real Property has the meaning given to that term in the Real Property Regulations 2015.
              Recipient is, for the purposes of Schedule 2, the person to whom the communication is made or, in the case of a non-real time communication which is directed at persons generally, any person who reads or hears the communication.
              Recognised Body means a Recognised Investment Exchange or a Recognised Clearing House.
              Recognised Clearing House means a clearing house which provides clearing services in the Abu Dhabi Global Market in relation to which a recognition order is in force.
              Recognised Function means in relation to the carrying on of Regulated Activity by an Authorised Person, a function of a description specified in the Rules made by the Regulator.
              Recognised Investment Exchange means an investment exchange operating within the Abu Dhabi Global Market in relation to which a Recognition Order is in force.
              Recognised Jurisdiction means a jurisdiction included in the list maintained by the Regulator pursuant to section 118.
              Recognised Person means a person approved by an Authorised Person under section 43.
              Recognition Order an order made under:
              (a) section 124 of FSMR which declares an Applicant to be a Recognised Investment Exchange or a Recognised Clearing House;
              (b) section 127 of FSMR which declares an Applicant to be a Remote Investment Exchange or a Remote Clearing House; or
              (c) section 138A of FSMR which declares an Applicant to be a Remote Member.
              Recognition Requirements has the meaning given to that term in section 120.
              RegLab means the tailored regulatory laboratory that provides a framework for FinTech Participants to engage in the Regulated Activity of Developing Financial Technology Services within the RegLab in a controlled environment.
              Registrar of Companies means the ADGM Registrar of Companies.
              Regulated Activity has the meaning given to that term in section 19.
              Regulator means the Financial Services Regulator of the Abu Dhabi Global Market.
              Regulatory Committee means the committee Appointed by the Board in accordance with section 224.
              Regulatory Functions means the functions of the Recognised Body so far as relating to, or to matters arising out of, the obligations to which the Recognised Body is subject to under FSMR or the Rules.
              Regulatory Provision has the meaning given to that term in section 138(1)(a).
              Related Instrument means, for the purposes of Part 8 and in relation to a Financial Instrument, an instrument whose price or value depends on the price or value of the Financial Instrument.
              Relevant Agreement means, for the purposes of sections 102(2), an agreement —
              (a) the entering into or performance of which by either party constitutes an activity of a kind specified in the Rules made by the Regulator; and
              (b) which relates to a Designated Investment.
              Relevant Authorised Person means, for the purposes of paragraph 22 of Schedule 1, an Authorised Person who has permission to Effect Contracts of Insurance or to sell investments of the kind specified by paragraph 98 of Schedule 1, so far as relevant to such contracts.
              Relevant Benchmark means, for the purposes of section 104, a benchmark of a kind specified in the Rules made by the Board.
              Relevant Complaint means a complaint which the Regulator considers is relevant to the question of whether the body concerned should remain a Recognised Body.
              Relevant Day means, for the purposes of section 134(3)(b), the day on which the power to make an order under that subsection is exercised.
              Relevant Insolvency Event has the meaning given to that term in section 163(2).
              Relevant Kind has the meaning given to that term in section 212(5)(b).
              Relevant Office-Holder means any of —
              (a) the official receiver; and
              (b) any person acting in relation to a company as its liquidator, provisional liquidator, Administrator or Administrative Receiver, where "company" means any company, Partnership or other body which may be wound up pursuant to the Insolvency Regulations 2015.
              Relevant Person means —
              (a) for the purposes of section 209, and in relation to a person who is required to produce a Document —
              (i) has been or is or is proposed to be a Director or Controller of that person;
              (ii) has been or is an auditor of that person;
              (iii) has been or is an actuary, accountant or lawyer appointed or instructed by that person; or
              (iv) has been or is an employee of that person; 
              (b) for the purposes of section 237, Authorised Persons and Recognised Bodies as defined in subsection (1)(a) of that section; or
              (c) for the purposes of Part 2, Chapter 4 and the Rules made under this Chapter:
              (i) an Authorised Person other than a Credit Rating Agency;
              (ii) a Recognised Body;
              (iii) a Designated Non-Financial Business or Profession;
              (iv) a Non-Profit Organisation; or
              (v) any other person, as deemed by the Regulator to be a Relevant person for the purposes of Chapter 4 by the Regulator under section 7(6) of these Regulations.
              Relevant Provisions means, for the purposes of sections 165 and 166, any provisions of the Default Rules of a Non-Abu Dhabi Global Market Recognised Clearing House which —
              (a) provide for the transfer of the positions or assets of a Defaulting Clearing Member;
              (b) are not necessary for the purposes of complying with the minimum requirements of Part 10; and
              (c) may be relevant to a question falling to be determined in accordance with the law of the Abu Dhabi Global Market.
              Relevant Requirements means, for the purposes of sections 165 and 166, the requirements specified in Rules made by the Regulator.
              Relevant Security means —
              (a) an investment falling within paragraph 87, 88 or 89 of Schedule 1; or
              (b) an investment falling within paragraph 91 or 92 of that Schedule so far as relating to any investments within paragraph (a).
              Relevant Transaction means, for the purposes of paragraph 22 of Schedule 1, the effecting of a Contract of Insurance or the sale of an investment of the kind specified by paragraph 98 of Schedule 1, so far as relevant to such contracts.
              Remote Body means a Remote Clearing House or Remote Investment Exchange which has been granted a Recognition Order by the Regulator in accordance with section 127.
              Remote Body-Applicant means, for the purposes of Part 12, a Body Corporate or association which has neither its head office nor its registered office in the Abu Dhabi Global Market and which has applied for a Recognition Order as a Remote Body.
              Remote Clearing House means a clearing house operating outside the Abu Dhabi Global Market which has been granted a Recognition Order by the Regulator in accordance with section 127.
              Remote Investment Exchange means an investment exchange operating outside the Abu Dhabi Global Market which has been granted a Recognition Order by the Regulator in accordance with section 127.
              Remote Member means a person located in a jurisdiction other than the ADGM which has been granted a Recognition Order under section 138A of FSMR.
              Remote Recognition Requirements has the meaning given to that term in section 138A.
              Reporting Entity has the meaning given to that term in section 72.
              Reporting Entity has the meaning given to that term in section 72.
              Reporting Entity of the Listed Fund has the meaning given to that term in section 72(2)(a)(i).
              Requirement means —
              (a) for the purposes of sections 35 and 36, a requirement imposed under section 35; and
              (b) for the purposes of section 137, any obligation or burden.
              Responsible Recognised Body has the meaning given to that term in section 163(3).
              Revocation Order means an order made under section 134.
              Rules means Rules made by the Regulator or the Board (as applicable) under these Regulations.
              Rule-Making Instrument means an instrument by which Rules are made by the Regulator.
              Rules of Market Conduct means Rules made by the Regulator in accordance with section 96.
              Scheme Report means a report made in accordance with section 89.
              Secondary Material means material, other than material falling within section 255(1)(a) which —
              (a) was considered by the Regulator in reaching the decision mentioned in that section; or
              (b) was obtained by the Regulator in connection with the matter to which that notice relates but which was not considered by it in reaching that decision.
              Section 105 Notice means a notice given under section 105(3)(a).
              Section 180 Requirement has the meaning given to that term in section 181(1).
              Security means —
              (a) any investment of the kind specified by any of paragraphs 87 to 95 of Schedule 1;
              (b) so far as relevant to any such investment, paragraph 98 of Schedule 1;
              (c) any investment set out in paragraphs (a) and (b) which falls within the scope of paragraph 99 of Schedule 1; and
              (d) any other Specified Investment declared to be a Security in Rules made by the Regulator.
              Seized Document means any Document of which possession is taken under section 212.
              Sell or Selling includes, in relation to any investment, disposing of the investment for valuable consideration, and for these purposes "disposing" includes —
              (a) in the case of an investment consisting of rights under a contract —
              (i) surrendering, assigning or converting those rights; or
              (ii) assuming the corresponding liabilities under the contract;
              (b) in the case of an investment consisting of rights under other arrangements, assuming the corresponding liabilities under the arrangements; and
              (c) in the case of any other investment, issuing or creating the investment or granting the rights or interests of which it consists.
              Settlement
              (a) means, in relation to a Market Contract, the discharge of the rights and liabilities of the parties to the contract, whether by performance, compromise or otherwise; and
              (b) includes, in relation to a Clearing Member Client Contract or a Clearing Member House Contract, a reference to its liquidation.
              Shareholder means a natural person or legal entity governed by private or public law, who holds, directly or indirectly —
              (a) Shares of the Issuer in its own name and on its own account;
              (b) Shares of the Issuer in its own name, but on behalf of another natural person or legal entity; or
              (c) depository receipts, in which case the holder of the depository receipt shall be considered as the shareholder of the underlying Shares represented by the depository receipts.
              Shares means —
              (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.
              Shari'a Supervisory Board means the board comprising individuals appointed by an Authorised Person and entrusted with the duty of directing, reviewing and supervising the activities of the Authorised Person conducting Islamic Financial Business in order to ensure that the Authorised Person comply with Shari'a.
              Solicited Real Time Communication has the meaning given to that term in paragraph 1(e) of Schedule 2.
              Special Resolution means, in relation to a Domestic Fund, a resolution passed by a majority of not less than 75 per cent. of the votes validly cast (whether on a show of hands or on a poll) for and against the resolution at a general meeting or class of meeting of Unitholders, of which notice specifying the intention to propose the resolution as a special resolution has been duly given.
              Specified means (except when used in the expressions "Specified Benchmark" and "Specified Investment"), for the purposes of —
              (a) sections 4, 5, 6, 7, 129, 169, 189 and 200 specified in the Rules made by the Regulator;
              (b) section 201, specified in the notice given under section 201(1);
              (c) section 202, specified in the direction given under that section;
              (d) section 206, specified in a notice in writing; and
              (e) section 234, specified in the Prohibition Order.
              Specified Benchmark has the meaning given to that term in paragraph 68(2)(c) of Schedule 1.
              Specified Investment means an investment falling within paragraphs 85 to 99 of Schedule 1, without regard to any applicable exclusions or exemptions set out in that Schedule.
              Sub-Fund means a separate pool of Fund Property within an Umbrella Fund.
              Subsidiary Undertaking has the meaning given to that term in the Companies Regulations 2015.
              Sukuk means the arrangements falling within paragraph 89(2) of Schedule 1.
              Supervisory Authority means a competent authority responsible for licensing or supervising financial institutions, DNFBPs and NPOs or for ensuring their compliance with requirements to combat money laundering, in accordance with the Federal AML Legislation.
              Suspension means a suspension of Listing in accordance with section 53.
              Takeover means takeover and merger transactions however effected, including arrangements which have similar commercial effect to takeovers, partial bids, bid by a parent Company for Shares in its subsidiary and (where appropriate) Share repurchases by general bid.
              Third Party for the purposes of —
              (a) sections 21 to 23, has the meaning given to that term in section 22(1)(b); and
              (b) section 254, means the party referred to in subsections (1)(a) and (4)(a) of that section.
              Threshold Condition Rules means the Rules made under section 7(2).
              Threshold Conditions has the meaning given to that term in section 7(2).
              Trade Repository means a legal person that centrally collects and maintains the records of Derivatives.
              Trading includes, for the purposes of section 180, trading taking place other than on a Recognised Investment Exchange or Multilateral Trading Facility.
              Transfer means —
              (a) in relation to a Market Contract —
              (i) an assignment;
              (ii) a novation;
              (iii) terminating or closing out the Market Contract and establishing an equivalent position between different parties; and
              (iv) establishing an equivalent position between different parties where, as a result of or immediately prior to the Default, the Market Contract was terminated or closed out.
              For the purposes of this definition —
              (a) where a Market Contract is recorded in the accounts of a Recognised Clearing House as a position held for the account of an Indirect Client or group of Indirect Clients, the Clearing Member Client Contract is to be treated as having been transferred if the position is transferred to a different account at the Recognised Clearing House; and
              (b) a reference to a transfer of a Qualifying Collateral Arrangement includes an assignment or a novation.
              Transfer Scheme has the meaning given to that term in section 85(2).
              Trust Administration Services means, the provision of administration services to a trust, including —
              (a) the keeping of accounting records relating to an express trust and the preparation of trust accounts;
              (b) the preparation of trust instruments or other documents relating to an express trust;
              (c) the management and administration of trust assets subject to an express trust;
              (d) dealing with trust assets subject to an express trust, including the investment, transfer and disposal of such assets;
              (e) the distribution of trust assets subject to an express trust; and
              (f) the payment of expenses or remuneration out of an express trust.
              Trust Deed means the deed entered into by a Fund Manager and the Trustee to create an Investment Trust.
              Trustee means, in relation to a Fund, the person who is appointed under a Trust Deed as the trustee of an Investment Trust to hold the Fund's Property on trust for the Unitholders and to oversee the operation of the Fund and, in relation to a Domestic Fund, is authorised under its Financial Services Permission to Act as the Trustee of an Investment Trust.
              U.A.E. means the United Arab Emirates.
              Umbrella Fund has the meaning given to that term in the Rules made by the Regulator.
              Undertaking has, for the purposes of section 261, the same meaning given to that term as in the Companies Regulations 2015.
              Unitholders has the meaning given to that term in section 106(2).
              Units means the rights or interests (however described) of the Unitholders in a Collective Investment Fund.
              Unlawful Communication means, for the purposes of section 25, a communication in relation to which there has been a contravention of section 18.
              Unsolicited Real Time Communication has the meaning given to that term in paragraph 1(f) of Schedule 2.
              Voting Shares in relation to a Body Corporate and for the purposes of paragraph 78 of Schedule 1 and paragraph 32 of Schedule 2, means Shares carrying voting rights attributable to share capital which are exercisable in all circumstances at any general meeting of that Body Corporate.
              Winding-Up means a voluntary winding-up or winding up by the Court performed in accordance with Part 3 of the Insolvency Regulations 2015.
              Zone 1 means any of Australia, Austria, Belgium, Canada, Denmark, Finland, France, Germany, Greece, Hong Kong, Iceland, Ireland, Italy, Japan, Luxembourg, Netherlands, Norway, Portugal, Singapore, Spain, Sweden, Switzerland, United Kingdom and the United States of America.
              (2) For the purposes of any provision of these Regulations (other than a provision of Part 6) authorising or requiring a person to do anything within a specified number of days no account is to be taken of any day which is a public holiday in any part of the Abu Dhabi Global Market.
              Amended on (13 January, 2020).

            • 259. Carrying on Regulated Activities in the Abu Dhabi Global Market

              (1) In the cases described in this section, a person who —
              (a) is carrying on a Regulated 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;
              (b) the day-to-day management of the carrying on of the Regulated 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.

            • 260. 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 paragraph (a), (b), (c) or (d) has a participating interest.
              (2) "Participating Interest" has the meaning given to that term in section 261, 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.

            • 261. Meaning of "Participating Interest"

              (1) In section 260, 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 per cent. 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 paragraph (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.

            • 262. Consequential and supplementary provision

              The Regulator may by Rules which make such incidental, consequential, transitional or supplemental provision as it considers necessary or expedient for the general purposes, or any particular purpose, of these Regulations or in consequence of any provision made by or under these Regulations or for giving full effect to these Regulations or any such provision.

            • 263. International obligations

              The Regulator may not take, or omit to take, any action (including, without limitation, making any Rules under these Regulations) if such act or omission would constitute a breach of, or cause the U.A.E. to be in breach of, any obligations to which it may be subject under any treaty or any applicable provision of international law.

            • 264. Commercial Licensing Regulations 2015

              Section 41(2) of the Commercial Licensing Regulations 2015 does not apply to any contravention of these Regulations or of any Rules made under these Regulations.

            • 265. Short title, extent and commencement

              (1) These Regulations may be cited as the Financial Services and Markets Regulations 2015.
              (2) These Regulations shall apply in the Abu Dhabi Global Market.
              (3) Subject to section 140, these Regulations shall come into force on the date of their publication. The Board may by rules make any transitional, transitory, consequential, saving, incidental or supplementary provision in relation to the commencement of these Regulations as the Board thinks fit.
              (4) Rules made under subsection (3) may amend any provision of any other enactment (including subordinate legislation made under such enactment).

          • Schedule 1 Schedule 1 Regulated Activities

            Section 19

            • Part 1 Part 1 General

              • 1. General

                For the purposes of this Schedule, a transaction is entered into through a person if he enters into it as agent or arranges, in a manner constituting the carrying on of an activity of the kind specified by paragraph 16(1), for it to be entered into by another person as agent or principal.

              • 2. Specification of activities and investments

                (1) The following provisions of this Schedule specify kinds of activity for the purposes of section 19. Accordingly any activity of one of those kinds, which relates to an investment of a kind specified by any provision of Part 3 and applicable to that activity, is a Regulated Activity for the purposes of these Regulations.
                (2) The kinds of activity specified by paragraphs 36, 43, 46, 52, 59, 60 61, 64(2), 65, 67, 68 and 72 are also specified for the purposes of section 19. Accordingly any activity of one of those kinds is a Regulated Activity (irrespective of the kind of property to which it relates and whether or not it is carried on in relation to property of any kind).
                (3) Each provision specifying a kind of activity is subject to the exclusions applicable to that provision (including under Chapter 18). Accordingly any reference in this Schedule to an activity of the kind specified by a particular provision is to be read subject to any such exclusions.

              • 3. By way of Business

                (1) For the purpose of these Regulations, a person carries on an activity by way of business if the person —
                (a) engages in the activity in a manner which in itself constitutes the carrying on of a business;
                (b) holds himself out as willing and able to engage in that activity; or
                (c) regularly solicits other persons to engage with him in transactions constituting that activity.

            • Part 2 Part 2 Activities

              • Chapter 1 Chapter 1 Dealing in Investments

                • The activity

                  • 4. Dealing in Investments as Principal

                    Buying, Selling, subscribing for or underwriting Financial Instruments as principal is a specified kind of activity.

                • Exclusions

                  • 5. Absence of holding out etc.

                    (1) Subject to sub-paragraph (2), a person ("A") does not carry on an activity of the kind specified by paragraph 4 by entering into a transaction which relates to a Security (or is the assignment of a Contract of Insurance, or of an investment specified in paragraph 98, so far as relevant to such a contract), unless —
                    (a) A holds himself out as willing, as principal, to Buy, Sell or subscribe for investments of the kind to which the transaction relates at prices determined by him generally and continuously rather than in respect of each particular transaction;
                    (b) A holds himself out as engaging in the business of Buying investments of the kind to which the transaction relates with a view to Selling them;
                    (c) A holds himself out as engaging in the business of underwriting investments of the kind to which the transaction relates; or
                    (d) A regularly solicits members of the public with the purpose of inducing them, as principals or agents, to enter into transactions constituting activities of the kind specified by paragraph 4, and the transaction is entered into as a result of his having solicited members of the public in that manner.
                    (2) This paragraph does not apply where A enters into the transaction as bare trustee for another person and is acting on that other person's instructions.

                  • 6. Deals with or through Authorised Persons or Exempt Persons or through foreign licensed persons

                    (1) A person who is not an Authorised Person does not carry on an activity of the kind specified by paragraph 4 by entering into a transaction relating to a Derivative or a Contract of Insurance —
                    (a) 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) 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, 56, 59, 60, 61 or, so far as relevant to any of those paragraphs, paragraphs 64 or 70 (or would do so apart from any exclusion from any of those paragraphs made by this Schedule).

                  • 7. Acceptance of instruments creating or acknowledging indebtedness

                    (1) A person does not carry on an activity of the kind specified by paragraph 4 by accepting an instrument creating or acknowledging indebtedness in respect of any loan, Credit, guarantee or other similar financial accommodation or assurance which he has made, granted or provided.
                    (2) The reference in sub-paragraph (1) to a person accepting an instrument includes a reference to a person becoming a party to an instrument otherwise than as a debtor or a surety.

                  • 8. Issue by a Company of its own Shares etc.

                    (1) There is excluded from paragraph 4 the issue by a Company of its own Shares or share warrants, and the issue by any person of his own debentures or debenture warrants.
                    (2) In this paragraph —
                    (a) "Company" means any Body Corporate other than an open-ended investment company;
                    (b) "Shares" and "debentures" include any investment of the kind specified by paragraphs 87 or 88 respectively;
                    (c) "share warrants" and "debenture warrants" mean any investment of the kind specified by paragraph 91 which relates to shares in the Company concerned or, as the case may be, debentures issued by the person concerned.

                  • 9. Dealing by a Body Corporate in its own Shares

                    (1) A Body Corporate does not carry on an activity of the kind specified by paragraph 4 by purchasing its own Shares where section 666 of the Companies Regulations 2015 (Treasury shares) applies to the Shares purchased.
                    (2) A Body Corporate does not carry on an activity of the kind specified by paragraph 4 by dealing in its own Shares held as treasury shares, in accordance with section 668 (Treasury shares: disposal) or 670 (Treasury shares: cancellation) of those Regulations.
                    (3) In this paragraph "shares held as treasury shares" has the same meaning as in the Companies Regulations 2015.

                  • 10. Risk management

                    (1) A person ("B") does not carry on an activity of the kind specified by paragraph 4 by entering as principal into a transaction with another person ("C") if —
                    (a) the transaction relates to investments of the kind specified by any of paragraphs 94 to 96 (or paragraphs 98 or 99 so far as relevant to any of those paragraphs);
                    (b) neither B nor C is an individual;
                    (c) the sole or main purpose for which B enters into the transaction (either by itself or in combination with other such transactions) is that of limiting the extent to which a relevant business will be affected by any identifiable risk arising otherwise than as a result of the carrying on of a Regulated Activity; and
                    (d) the relevant business consists mainly of activities other than —
                    (i) Regulated Activities; or
                    (ii) activities which would be Regulated Activities but for any exclusion made by this Part.
                    (2) In sub-paragraph (1), "relevant business" means a business carried on by —
                    (a) B;
                    (b) a member of the same Group as B; or
                    (c) where B and another person are, or propose to become, participators in a Joint Enterprise, that other person.

                  • 11. Other exclusions

                    Paragraph 4 is also subject to the exclusions in paragraphs 74 (Trustees etc.), 76 (Sale of goods and supply of services), 77 (Groups and Joint Enterprises), 78 (Sale of a Body Corporate), 79 (Non-Abu Dhabi Global Market Persons), and 82 (Insolvency Practitioners).

                • The activity

                  • 12. Dealing in Investments as Agent

                    Buying, Selling, subscribing for or underwriting Financial Instruments as agent is a specified kind of activity.

                • Exclusions

                  • 13. Deals with or through Authorised Persons

                    (1) A person who is not an Authorised Person does not carry on an activity of the kind specified by paragraph 12 by entering into a transaction as agent for another person (the "client") with or through an Authorised Person if —
                    (a) the transaction is entered into on advice given to the client by an Authorised Person; or
                    (b) it is clear, in all the circumstances, that the client, in his capacity as an investor, is not seeking and has not sought advice from the agent as to the merits of the client's entering into the transaction (or, if the client has sought such advice, the agent has declined to give it but has recommended that the client seek such advice from an Authorised Person).
                    (2) But the exclusion in sub-paragraph (1) does not apply if —
                    (a) the transaction relates to a Contract of Insurance; or
                    (b) the agent receives from any person other than the client any pecuniary reward or other advantage, for which he does not account to the client, arising out of his entering into the transaction.

                  • 14. Risk management

                    For the purposes of this paragraph, paragraph 10 applies with the necessary changes, save that references in that paragraph to "principal" shall be construed as "agent" in this paragraph.

                  • 15. Other exclusions

                    Paragraph 12 is also subject to the exclusions in paragraphs 75 (Profession or non-investment business), 76 (Sale of goods and supply of services), 77 (Groups and Joint Enterprises), 78 (Sale of a Body Corporate), 79 (Non-Abu Dhabi Global Market Persons), 80 (Insurance Intermediation: incidental basis), and 82 (Insolvency Practitioners).

              • Chapter 2 Chapter 2 Arranging Deals in Investments

                • The activities

                  • 16. Arranging Deals in Investments

                    (1) Making arrangements with a view to another person (whether as principal or agent) Buying, Selling, subscribing for or underwriting a Specified Investment is a specified kind of activity.
                    (2) Making arrangements with a view to a person who participates in the arrangements Buying, Selling, subscribing for or underwriting Specified Investments (whether as principal or agent) is also a specified kind of activity.

                • Exclusions

                  • 17. Arrangements not causing a deal

                    There are excluded from paragraph 16 arrangements which do not or would not bring about the transaction to which the arrangements relate.

                  • 18. Enabling parties to communicate

                    A person does not carry on an activity of the kind specified by paragraph 16 merely by providing means by which one party to a transaction (or potential transaction) is able to communicate with other such parties.

                  • 19. Arrangements which amount to a Operating a Multilateral Trading Facility or Organised Trading Facility

                    There are excluded from paragraph 16 arrangements which amount to Operating a Multilateral Trading Facility or Organised Trading Facility.

                  • 20. Arranging transactions to which the arranger is a party

                    (1) There are excluded from paragraph 16(1) any arrangements for a transaction into which the person making the arrangements enters or is to enter as principal or as agent for some other person.
                    (2) There are excluded from paragraph 16(2) any arrangements which a person makes with a view to transactions into which he enters or is to enter as principal or as agent for some other person.

                  • 21. Arranging deals with or through Authorised Persons

                    There are excluded from paragraphs 16(1) and (2) arrangements made by a person ("A") who is not an Authorised Person for or with a view to a transaction which is or is to be entered into by a person ("the client") with or through an Authorised Person if —

                    (a) the transaction is or is to be entered into on advice to the client by an Authorised Person; or
                    (b) it is clear, in all the circumstances, that the client, in his capacity as an investor or Borrower is not seeking and has not sought advice from A as to the merits of the client's entering into the transaction (or, if the client has sought such advice, A has declined to give it but has recommended that the client seek such advice from an Authorised Person).

                  • 22. Arranging transactions in connection with lending on the security of insurance policies

                    (1) There are excluded from paragraph 16(1) and (2) arrangements made by a Money-Lender under which either —
                    (a) a Relevant Authorised Person or a person acting on his behalf will introduce to the Money-Lender persons with whom the Relevant Authorised Person has entered, or proposes to enter, into a Relevant Transaction, or will advise such persons to approach the Money-Lender, with a view to the Money-Lender lending money on the security of any contract effected pursuant to a Relevant Transaction;
                    (b) a Relevant Authorised Person gives an assurance to the Money-Lender as to the amount which, on the security of any contract effected pursuant to a Relevant Transaction, will or may be received by the Money-Lender should the Money-Lender lend money to a person introduced to him pursuant to the arrangements.

                  • 23. Arranging the acceptance of debentures in connection with loans

                    (1) There are excluded from paragraph 16(1) and (2) arrangements under which a person accepts or is to accept, whether as principal or agent, an instrument creating or acknowledging indebtedness in respect of any loan, Credit, guarantee or other similar financial accommodation or assurance which is, or is to be, made, granted or provided by that person or his principal.
                    (2) The reference in sub-paragraph (1) to a person accepting an instrument includes a reference to a person becoming a party to an instrument otherwise than as a debtor or a surety.
                     
                    Amended on June 12, 2017

                  • 24. Provision of finance

                    There are excluded from paragraph 16(2) arrangements having as their sole purpose the provision of finance to enable a person to Buy, Sell, subscribe for or underwrite investments.

                  • 25. Introducing

                    There are excluded from paragraph 16(2) arrangements where —

                    (a) they are arrangements under which persons ("clients") will be introduced to another person;
                    (b) the person to whom introductions are to be made is —
                    (i) an Authorised Person;
                    (ii) an Exempt Person acting in the course of a business comprising a Regulated Activity in relation to which he is exempt; or
                    (iii) a person who is not unlawfully carrying on Regulated Activities in the Abu Dhabi Global Market and whose ordinary business involves him in engaging in an activity of the kind specified by any of paragraphs 4, 12, 16, 28, 43, 56, 59, 60, or 61 (or, so far as relevant to any of those paragraphs, paragraphs 64 or 70), or would do so apart from any exclusion from any of those paragraphs made by this Schedule;
                    (c) the introduction is made with a view to the provision of independent advice or the independent exercise of discretion in relation to investments generally or in relation to any class of investments to which the arrangements relate; and
                    (d) the arrangements are made with a view to a person entering into a transaction which does not relate to a Contract of Insurance.

                  • 26. Arrangements for the issue of Shares etc.

                    (1) There are excluded from paragraph 16(1) and (2) —
                    (a) arrangements made by a Company for the purposes of issuing its own Shares or share warrants; and
                    (b) arrangements made by any person for the purposes of issuing his own debentures or debenture warrants;
                    and for the purposes of paragraph 16(1) and (2), a Company is not, by reason of issuing its own Shares or share warrants, and a person is not, by reason of issuing his own debentures or debenture warrants, to be treated as Selling them.
                    (2) In sub-paragraph (1), "Company", "Shares", "debentures", "share warrants" and "debenture warrants" have the meanings given by paragraph 8(2).

                  • 27. Other exclusions

                    Paragraph 16 is also subject to the exclusions in paragraphs 74 (Trustees etc.), 75 (Profession or non-investment business), 76 (Sale of goods and supply of services), 77 (Groups and Joint Enterprises), 78 (Sale of a Body Corporate), 79 (Non-Abu Dhabi Global Market Persons), 80 (Insurance Intermediation: incidental basis), 81 (Provision of information on an incidental basis), and 82 (Insolvency Practitioners).

              • Chapter 3 Chapter 3 Advising on Investments or Credit

                • The activity

                  • 28. Advising on Investments or Credit

                    (1) Advising a person is a specified kind of activity if the advice is —
                    (a) advice on the merits of his doing any of the following (whether as principal or agent) —
                    (i) Buying, Selling, subscribing for or underwriting a particular investment which is a Specified Investment (other than a Credit Agreement) or a Profit Sharing Investment Account;
                    (ii) exercising any right conferred by such an investment to Buy, Sell, subscribe for or underwrite such an investment; or
                    (iii) entering into a Credit Agreement; and
                    (b) given to the person in his capacity as
                    (i) an investor or potential investor;
                    (ii) agent for an investor or a potential investor;
                    (iii) Borrower or potential Borrower; or
                    (iv) agent for a Borrower or potential Borrower.
                    (2) In sub-paragraph (1), "advice" includes a statement, opinion or report —
                    (a) where the intention is to influence a person, in making a decision, to select a particular financial product or an interest in a particular investment; or
                    (b) which could reasonably be regarded as being intended to have such an influence.

                • Exclusions

                  • 29. Advice given in newspapers etc.

                    (1) There is excluded from paragraph 28 the giving of advice in writing or other legible form if the advice is contained in a newspaper, journal, magazine, or other periodical Publication, or is given by way of a service comprising regularly updated news or information, if the principal purpose of the Publication or service, taken as a whole and including any advertisements or other promotional material contained in it, is neither —
                    (a) that of giving advice of a kind mentioned in paragraph 28; nor
                    (b) that of leading or enabling persons to Buy, Sell, subscribe for or underwrite Specified Investments.
                    (2) There is also excluded from paragraph 28 the giving of advice in any service consisting of the broadcast or transmission of television or radio programmes, if the principal purpose of the service, taken as a whole and including any advertisements or other promotional material contained in it, is neither of those mentioned in sub-paragraph (1)(a) and (b).
                    (3) The Regulator may, on the application of the proprietor of any such Publication or service as is mentioned in sub-paragraph (1) or (2), certify that it is of the nature described in that paragraph, and may revoke any such certificate if it considers that it is no longer justified.
                    (4) A certificate given under sub-paragraph (3) and not revoked is conclusive evidence of the matters certified.

                  • 30. Other exclusions

                    Paragraph 28 is also subject to the exclusions in paragraphs 74 (Trustees etc.), 75, (Profession or non-investment business), 76 (Sale of goods and supply of services), 77 (Groups and Joint Enterprises), 78 (Sale of a Body Corporate), 79 (Non-Abu Dhabi Global Market Persons), 80 (Insurance Intermediation: incidental basis), and 82 (Insolvency Practitioners).

              • Chapter 4 Chapter 4 Insurance

                • The Activities

                  • 31. Effecting Contracts of Insurance

                    Effecting a Contract of Insurance as principal is a specified kind of activity.

                  • 32. Carrying Out Contracts of Insurance as Principal

                    Carrying out a Contract of Insurance as Principal is a specified kind of activity.

                  • 33. Insurance Intermediation

                    (1) Insurance Intermediation is a specified kind of activity.
                    (2) Insurance Intermediation means —
                    (a) advising on Contracts of Insurance;
                    (b) acting as agent for another person in relation to the Buying or Selling of Contracts of Insurance for that other person; or
                    (c) making arrangements with a view to another person, whether as principal or agent, Buying Contracts of Insurance.
                    (3) In sub-paragraph (2)(a), "advising" means giving advice to a person in his capacity as a policyholder or potential policyholder, or in his capacity as agent for a policyholder or potential policyholder on the merits of his entering into a Contract of Insurance whether as principal or agent.
                    (4) In sub-paragraph (3), "advice" includes a statement, opinion or report —
                    (a) where the intention is to influence a person, in making a decision, to select a particular Contract of Insurance or insurance cover; or
                    (b) which could reasonably be regarded as being intended to have such influence.
                    (5) The arrangements in sub-paragraph (2)(c) include arrangements which do not bring about the transaction.
                    (6) The arrangements in sub-paragraph (2)(c) do not include arrangements of the kind described in paragraph 67 that constitute marketing.
                    (7) The exclusion in paragraph 29 applies to the activity specified in sub-paragraph (2)(a).

                • Exclusions

                  • 34. Entering Contracts of Insurance as Principal

                    A person does not carry on the activities specified in paragraph 33(2)(b) or (c) if he enters or is to enter into a transaction in respect of a Contract of Insurance as principal.

                  • 35. Other exclusions

                    (1) A person does not arrange a Contract of Insurance merely by providing the means by which one party to a transaction is able to communicate with other such parties.
                    (2) An Authorised Person does not advise in relation to a Contract of Insurance if it is authorised under its Financial Services Permission to carry on the Regulated Activity of Advising on Investments or Credit, to the extent the advice relates to a Contract of Long-Term Insurance not being a contract of reinsurance.
                    (3) An Authorised Person does not arrange a Contract of Insurance if it is authorised under its Financial Services Permission to carry on the Regulated Activity of Arranging Deals in Investments, to the extent that the arranging relates to rights under a Contract of Long-Term Insurance not being a contract of reinsurance.
                    (4) The exclusions in paragraphs 75 and 81 apply to the activity specified in paragraph 33.

                • The activity

                  • 36. Insurance Management

                    (1) Insurance Management is a specified kind of activity.
                    (2) Insurance Management means providing management services or exercising managerial functions for an Insurer.
                    (3) In sub-paragraph (2) management services and managerial functions include administration and underwriting.

                • Exclusions

                  • 37. Employees and Authorised Persons

                    (1) A person does not provide Insurance Management to an Insurer if he is an employee of that Insurer.
                    (2) An Authorised Person does not provide Insurance Management if it is an Insurer.
                    (3) The exclusion in paragraph 75 applies to the activity specified in paragraph 36.

              • Chapter 5 Chapter 5 Accepting Deposits

                • The activity

                  • 38. Assets Requirement

                    (1) This section applies if—
                    (a) the Regulator imposes an Assets Requirement on a person being given a Financial Services Permission;
                    (b) an Assets Requirement is imposed on an Authorised Person; or
                    (c) an Assets Requirement previously imposed on such a person is varied.
                    (2) A person on whom an Assets Requirement is imposed is referred to in this section as "A".
                    (3) "Assets Requirement" means a requirement imposed under section 35—
                    (a) prohibiting the disposal of, or other dealing with, any of A's assets (whether in the Abu Dhabi Global Market or elsewhere) or restricting such disposals or dealings; or
                    (b) that all or any of A's assets, or all or any assets belonging to Customers but held by A or to A's order, must be transferred to and held by a trustee approved by the Regulator.
                    (4) If the Regulator—
                    (a) imposes a requirement of the kind mentioned in subsection (3)(a); and
                    (b) gives notice of the requirement to any institution with whom A keeps an account; the notice has the effects mentioned in subsection (5).
                    (5) Those effects are that—
                    (a) the institution does not act in breach of any contract with A if, having been instructed by A (or on A's behalf) to transfer any sum or otherwise make any payment out of A's account, it refuses to do so in the reasonably held belief that complying with the instruction would be incompatible with the requirement; and
                    (b) if the institution complies with such an instruction, it shall be liable to pay to the Regulator an amount equal to the amount transferred from, or otherwise paid out of, A's account in contravention of the requirement.
                    (6) If the Regulator imposes a requirement of the kind mentioned in subsection (3)(b), assets held by a person as trustee in accordance with the requirement shall not, while the requirement is in force, be released or dealt with except with the consent of the Regulator.
                    (7) If, while a requirement of the kind mentioned in subsection (3)(b) is in force, A creates a Charge over any assets of A held in accordance with the requirement, the Charge is (to the extent that it confers security over the assets) void against the liquidator and any of A's creditors.
                    (8) Assets held by a person as trustee ("T") are to be taken to be held by T in accordance with any requirement mentioned in subsection (3)(b) only if—
                    (a) A has given T written notice that those assets are to be held by T in accordance with the requirement; or
                    (b) they are assets into which assets to which paragraph (a) applies have been transposed by T on the instructions of A.
                    (9) Subsections (6) and (8) do not affect any equitable interest or remedy in favour of a person who is a beneficiary of a trust as a result of a requirement of the kind mentioned in subsection (3)(b).
                    Amended on (13 January, 2020).

                • Exclusions

                  • 39. Sums paid by certain persons

                    (1) A sum is not a Deposit for the purposes of paragraph 38 if it is —
                    (a) paid by any of the following persons —
                    (i) an Authorised Person who has permission to Accept Deposits, or to Effect Contracts of Insurance or Carry Out Contracts of Insurance as Principal;
                    (ii) the International Bank for Reconstruction and Development;
                    (iii) the International Finance Corporation; and
                    (iv) the International Monetary Fund;
                    (b) paid by a person other than one mentioned in sub-paragraph (a) in the course of carrying on a business consisting wholly or to a significant extent of lending money;
                    (c) paid by one Body Corporate to another at a time when both are members of the same Group or when the same individual is a majority Shareholder of both of them or when both are or propose to become participators in a Joint Enterprise and the sum is paid for the purpose of or in connection with that enterprise;
                    (d) paid by a person who, at the time when it is paid, is a Close Relative of the person receiving it or who is, or is a Close Relative of, a Director or manager of that person or who is, or is a Close Relative of, a Controller of that person; or
                    (e) paid by a person by way of investment in a restricted Profit Sharing Investment Account.
                    (2) In the application of sub-paragraph (d) to a sum paid by a Partnership, that sub-paragraph is to have effect as if, for the reference to the person paying the sum, there were substituted a reference to each of the Partners.
                    Amended on (13 January, 2020).

                  • 40. Sums received by lawyers etc.

                    (1) A sum is not a Deposit for the purposes of paragraph 38 if it is received by a practising lawyer acting in the course of his profession.
                    (2) In sub-paragraph (1), "practising lawyer" means a lawyer who is qualified to act as such under the laws of any jurisdiction.

                  • 41. Sums received in consideration for the issue of debt financial instruments

                    (1) Subject to sub-paragraph (2), a sum is not a Deposit for the purposes of paragraph 38 if it is received by a person as consideration for the issue by him of any investment of the kind specified by paragraphs 88, 89 or 90.
                    (2) The exclusion in sub-paragraph (1) does not apply to the receipt by a person of a sum as consideration for the issue by him of commercial paper unless —
                    (a) the commercial paper is issued to persons —
                    (i) whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses; or
                    (ii) who it is reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their businesses; and
                    (b) the redemption value of the commercial paper is not less than 150,000 US Dollars (or an amount of equivalent value denominated wholly or partly in a currency other than US Dollars), and no part of the commercial paper may be transferred unless the redemption value of that part is not less than 150,000 US Dollars (or such an equivalent amount).
                    (3) In sub-paragraph (2), "commercial paper" means an investment of the kind specified by paragraph 88, 89 or 90 having a maturity of less than one year from the date of issue.

                  • 42. Other exclusions

                    (1) A person who carries on an activity of the kind specified by paragraph 38 is not to be regarded as doing so by way of business if —
                    (a) he does not hold himself out as Accepting Deposits on a day-to-day basis; and
                    (b) any Deposits which he accepts are accepted only on particular occasions, whether or not involving the issue of any Financial Instruments.
                    (2) In determining for the purposes of sub-paragraph (1)(b) whether Deposits are accepted only on particular occasions, regard is to be had to the frequency of those occasions and to any characteristics distinguishing them from each other.
                    (3) A sum is not a Deposit for the purposes of paragraph 38 if it is received by a person who is —
                    (a) an Authorised Person with a Financial Services Permission to carry on the Regulated Activities specified in paragraphs 4, 12, 16, 56, 59, 60 or 61 (or, in so far as it relates to such activities, the activity specified in paragraph 64); or
                    (b) an Exempt Person in relation to any such activity,
                    in the course of, or for the purposes of, carrying on any such activity (or any activity which would be such an activity but for any exclusion made by this Schedule) with or on behalf of the person by or on behalf of whom the sum is paid.

              • Chapter 6 Chapter 6 Custody

                • The activities

                  • 43. Providing Custody

                    (1) Each of the following activities —
                    (a) safeguarding of Financial Instruments or other assets belonging to another;
                    (b) in the case of a Fund, safeguarding Fund Property;
                    (c) Acting as a Central Securities Depository; or
                    (d) administering the assets, Financial Instruments or Fund Property for the purpose of sub-paragraphs (a) and (b);
                    is a specified kind of activity.
                    (2) For the purposes of this paragraph —
                    (a) it is immaterial that title to the assets is held in uncertificated form; and
                    (b) it is immaterial that the assets may be transferred to another person, subject to a commitment that they will be replaced by equivalent assets at some future date or when so requested by the person to whom they belong.

                  • 44. Activities not constituting administration

                    The following activities do not constitute the administration of assets for the purposes of paragraph 43

                    (a) providing information as to the number of Units or the value of any assets in respect of which custody is provided;
                    (b) converting currency; or
                    (c) receiving Documents relating to an investment solely for the purpose of onward transmission to, from or at the direction of the person to whom the investment belongs.

                  • 45. Other exclusions

                    Paragraph 43 is also subject to the exclusions in paragraphs 74 (Trustees etc.), 75 (Profession or non-investment business), 76 (Sale of goods and supply of services), 77 (Groups and Joint Enterprises), 81 (Provisions of information on an incidental basis) and 82 (Insolvency Practitioners).

                  • 46. Arranging Custody

                    Arranging for one or more persons to carry on the activity described in paragraph 43 is a specified kind of activity.

                  • 47. Exclusions

                    (1) A person ("the introducer") does not Arrange Custody by introducing a person to another person ("the custodian") who is authorised by the Regulator or a Non-Abu Dhabi Global Market Regulator to carry on the activity described in paragraph 43, if the introducer is not connected with the custodian.
                    (2) For the purposes of sub-paragraph (1) an introducer is connected to a custodian if —
                    (a) the custodian is a member of the same Group as the introducer; or
                    (b) the introducer is remunerated by the custodian or a member of the custodian's Group for making the introduction.

              • Chapter 7 Chapter 7 Credit

                • The Activity

                  • 48. Providing Credit

                    (1) Entering into a Credit Agreement with a person in his capacity as a Borrower or potential Borrower is a specified kind of activity.
                    (2) It is a specified kind of activity for the Lender or another person to exercise, or to have the right to exercise, the Lender's rights and duties under a Credit Agreement.

                • Exclusions

                  • 49. Incidental or connected lending and general exclusions

                    (1) An Authorised Person does not enter into a Credit Agreement as Lender where entering into the agreement is incidental to or in connection with transactions in Specified Investments (other than Credit Agreements) or the carrying on of the Regulated Activities of Effecting Contracts of Insurance or Carrying Out Contracts of Insurance as Principal.
                    (2) Paragraph 48 is also subject to the exclusions in paragraphs 76, 77 and 83.

                • The activity

                  • 50. Arranging Credit

                    Making arrangements for another person, whether as principal or agent, to borrow money by way of a Credit Agreement is a specified kind of activity.

                  • 51. Exclusions

                    (1) A person does not Arrange Credit by —
                    (a) providing means by which one party to a transaction is able to communicate with other such parties;
                    (b) making arrangements under which another person accepts or is to accept an instrument creating or acknowledging indebtedness in respect of any loan, Credit, guarantee or other similar financial accommodation which he or his principal has made or provided;
                    (c) making arrangements having as their sole purpose the provision of finance to enable a person to Buy, Sell, subscribe for or underwrite investments; or
                    (d) making arrangements for the issue or redemption of Securities issued by it.
                    (2) A person does not Arrange Credit if the activity —
                    (a) is carried on in the course of carrying on the activities specified in Rules 4 or 5 of the Commercial Licensing Regulations 2015 (Controlled Activities) Rules 2015, which does not otherwise consist of the carrying on of Regulated Activities;
                    (b) may reasonably be regarded as a necessary part of any other services provided in the course of carrying on the activities specified in those rules; and
                    (c) is not remunerated separately from the other services.

              • Chapter 8 Chapter 8 Money Services

                • The activity

                  • 52. Providing Money Services

                    Providing currency exchange or Money Transmission is a specified kind of activity.

                • Exclusion

                  • 53. Connected Services

                    An Authorised Person does not Provide Money Services if it does so in relation to the carrying on of another Regulated Activity where Providing Money Services is in connection with and a necessary part of that other Regulated Activity.

              • Chapter 9 Chapter 9 Operating Multilateral and Organised Trading Facilities

                • The activities

                  • 54. Operating a Multilateral Trading Facility or Organised Trading Facility

                    The operation of a Multilateral Trading Facility or Organised Trading Facility on which Financial Instruments are traded is a specified kind of activity.

                • Exclusion

                  • 55. Order Routing

                    A person does not Operate a Multilateral Trading Facility or Organised Trading Facility if it operates a facility which is merely an order routing system where Buying and Selling interests in, or orders for, Financial Instruments are merely transmitted but do not interact.

              • Chapter 10 Chapter 10 Managing Assets

                • The activity

                  • 56. Managing Assets

                    Managing on a discretionary basis assets belonging to another person is a specified kind of activity if the assets include any Financial Instrument or rights under a Contract of Long-Term Insurance, not being a contract of reinsurance.

                • Exclusions

                  • 57. Attorneys

                    (1) A person does not carry on an activity of the kind specified by paragraph 56 if —
                    (a) he is a person appointed to manage the assets in question under a power of attorney; and
                    (b) all routine or day-to-day decisions, so far as relating to investments of a kind mentioned in paragraph 56, are taken on behalf of that person by —
                    (i) an Authorised Person with permission to carry on activities of the kind specified by paragraph 56;
                    (ii) a person who is an Exempt Person in relation to activities of that kind; or
                    (iii) a Non-Abu Dhabi Global Market Person.

                  • 58. Other exclusions

                    Paragraph 56 is also subject to the exclusions in paragraphs 74 (Trustees etc.) 76 (Sale of goods and supply of services), 77 (Groups and Joint Enterprises), 81 (Provision of information on an incidental basis) and 82 (Insolvency Practitioners).

              • Chapter 11 Chapter 11 Collective Investment

                • The activities

                  • 59. Managing a Collective Investment Fund

                    (1) Managing a Collective Investment Fund is a specified kind of activity.
                    (2) A person manages a Collective Investment Fund when the person —
                    (a) is legally accountable to the Unitholders in the Collective Investment Fund for the management of the property held for or within a Collective Investment Fund under the Collective Investment Fund's Constitution; or
                    (b) establishes, manages or otherwise operates or winds up a Collective Investment Fund.
                    Amended on (19 June, 2017).

                  • 60. Acting as the Administrator of a Collective Investment Fund

                    (1) Acting as the Administrator of a Collective Investment Fund is a specified kind of activity.
                    (2) Acting as the Administrator of a Collective Investment Fund means providing one or more of the following services in relation to a Collective Investment Fund —
                    (a) processing dealing instructions including subscriptions, redemptions, stock transfers and arranging settlements;
                    (b) valuing of assets and performing net asset value calculations;
                    (c) maintaining the share register and Unitholder registration details;
                    (d) performing anti-money laundering functions;
                    (e) undertaking transaction monitoring and reconciliation functions;
                    (f) performing administrative activities in relation to banking, Cash management, treasury and foreign exchange;
                    (g) producing financial statements, other than as the Collective Investment Fund's auditor; or
                    (h) communicating with participants, the Collective Investment Fund, the Collective Investment Fund manager, and investment managers, the prime brokers, the Regulator and any other parties in relation to the administration of the Collective Investment Fund.

                  • 61. Acting as the Trustee of an Investment Trust

                    (1) Acting as the Trustee of an Investment Trust is a specified kind of activity.
                    (2) A person Acts as the Trustee of an Investment Trust when the person holds the assets of a Collective Investment Fund on trust for the Unitholders where the Collective Investment Fund is in the form of an Investment Trust.

                • Exclusions

                  • 62. Acting as agent, employee or delegate of an Investment Trust

                    A person does not Act as the Trustee of an Investment Trust merely because he is acting as an agent, employee or delegate of such trustee.

                  • 63. Other exclusions

                    (1) Paragraphs 59, 60 and 61 are also subject to the exclusion in paragraph 82 (Insolvency Practitioners); and
                    (2) Managing a Profit Sharing Investment Account shall not constitute a Regulated Activity under Chapter 11, but shall constitute a Regulated Activity solely under paragraph 64.

              • Chapter 12 Chapter 12 Islamic Finance

                • 64. Shari'a-compliant Regulated Activities

                  (1) Carrying on an activity specified in any of paragraphs 4, 12, 16, 28 (subject to the specific exclusions to those paragraphs made in Rules made by the Regulator), 31, 32, 33, 36, 38, 43, 46, 48, 50, 52, 54, 56, 59, 60, 61, 65, 67, 68, 7072, 73B or 73E (subject to any exclusions to those paragraphs made by this Schedule) in a manner that complies with Shari'a is a specified kind of activity.
                  (2) Managing a Profit Sharing Investment Account is a specified kind of activity if an account or portfolio is managed as a Profit Sharing Investment Account.
                  Amended on (10 September 2018, 13 January 2020 and 17 February 2020)

              • Chapter 13 Chapter 13 Operating a Credit Rating Agency

                • The activity

                  • 65. Operating a Credit Rating Agency

                    (1) Operating a Credit Rating Agency means undertaking one or more Credit Rating Activities for the purpose of producing a Credit Rating with a view to that Credit Rating being —
                    (a) disseminated to the public; or
                    (b) distributed to a person by subscription;
                    whether or not it is in fact disseminated or distributed.
                    (2) For the purposes of sub-paragraph (1) —
                    (a) Credit Rating Activities are data and information analysis relating to a Credit Rating or the evaluation, approval, issue or review of a Credit Rating; and
                    (b) a Credit Rating is an opinion expressed using an established and defined ranking system of rating categories regarding the creditworthiness of a Rating Subject.
                    (3) In sub-paragraph (2), a Rating Subject means —
                    (a) a person other than a natural person;
                    (b) a credit commitment; or
                    (c) a debt or debt-like Specified Investment.

                • Exclusions

                  • 66. Preparing credit scores etc.

                    A person does not Operate a Credit Rating Agency where that person prepares any credit scores, credit scoring systems or similar assessments relating to obligations arising from consumer, commercial or industrial relationships.

              • Chapter 14 Chapter 14 Operating a Representative Office

                • The activity

                  • 67. Operating a Representative Office

                    (1) Operating a Representative Office is a Regulated Activity.
                    (2) Operating a Representative Office means the marketing, from an establishment in the Abu Dhabi Global Market, of one or more financial services or investments which are offered in a jurisdiction other than the Abu Dhabi Global Market
                    (3) For the purposes of this paragraph, "marketing" means —
                    (a) providing information on one or more investments or financial services;
                    (b) engaging in promotions in relation to such information provision; or
                    (c) making introductions or referrals in connection with the offer of financial services or investments;
                    provided that such activities do not constitute —
                    (i) advising on Specified Investments; or
                    (ii) receiving and transmitting orders in relation to a Specified Investment.
                    (4) An Authorised Person which is authorised to Operate a Representative Office may not have a Financial Services Permission to carry on any other Regulated Activity.
                    (5) An Authorised Person which does not have a Financial Services Permission to Operate a Representative Office does not Operate a Representative Office if it undertakes any activities of the kind described in sub-paragraph (3) that constitute marketing.
                    (6) Any communication which amounts to marketing in respect of a financial service or investment, which is issued by or on behalf of a Government or non-commercial governmental entity, does not constitute marketing for the purposes of sub-paragraph (3).

              • Chapter 15 Chapter 15 Specified Benchmarks

                • The activities

                  • 68. Specified Benchmarks

                    (1) The following are specified kinds of activity —
                    (a) Providing Information in Relation to a Specified Benchmark;
                    (b) Administering a Specified Benchmark.
                    (2) In this Chapter —
                    (a) "Administering" a Specified Benchmark means —
                    (i) administering the arrangements for determining a Specified Benchmark;
                    (ii) collecting, analysing or processing information or expressions of opinion provided for the purpose of determining a Specified Benchmark;
                    (iii) determining a Specified Benchmark through the application of a formula or other method of calculation to the information or expressions of opinion provided for that purpose;
                    (b) "Providing Information" in relation to a Specified Benchmark means providing any information or expression of opinion that is —
                    (i) provided to, or for the purpose of passing to, a person who has permission to carry on the activity specified in sub-paragraph (1)(b) in relation to that Specified Benchmark;
                    (ii) required in connection with the determination of the Specified Benchmark; and
                    (iii) provided for the purpose of determining the Specified Benchmark; and
                    (c) "Specified Benchmark" means a benchmark specified in the Rules made by the Regulator.

                • Exclusion

                  • 69. Publicly available factual data and subscription services

                    A person does not carry on an activity of the kind specified by paragraph 68(1)(a) in relation to a Specified Benchmark where the information provided —

                    (a) consists solely of factual data obtained from a publicly available source; or
                    (b) is —
                    (i) compiled by a subscription service for purposes other than in connection with the determination of a Specified Benchmark;
                    (ii) provided to a person who has permission to carry on an activity of the kind specified by paragraph 68(1)(b) and who is a subscriber to the service; and
                    (iii) provided to such a person only in that person's capacity as a subscriber.

              • Chapter 16 Chapter 16 Agreeing to Carry On Specified Kinds of Activity

                • The activity

                  • 70. Agreeing to Carry On Specified Kinds of Activity

                    Agreeing to carry on an activity of the kind specified by any other provision of this Part (other than paragraphs 31, 32, 38, 54, 59, 60 and 61) is a specified kind of activity.

                • Exclusions

                  • 71. Non-Abu Dhabi Global Market Persons etc.

                    Paragraph 70 is subject to the exclusions in paragraphs 79 (Non-Abu Dhabi Global Market Persons), and 82 (Insolvency Practitioners).

              • Chapter 17 Chapter 17 Providing Trust Services

                • The activity

                  • 72. Providing Trust Services

                    (1) Providing Trust Services is a specified kind of activity.
                    (2) Providing Trust Services means —
                    (a) the provision of services with respect to the creation of an express trust;
                    (b) arranging for any person to act as a trustee in respect of any express trust;
                    (c) acting as trustee in respect of an express trust; or
                    (d) the provision of Trust Administration Services in respect of an express trust.