MKT 6.2.2 Definitions

For the purposes of this chapter, the following definitions shall apply:

(a) "Adequate Public Disclosure" means disclosure by advertisement in a newspaper having an appropriate circulation in ADGM;
(b) "Allotment" means the process or processes by which the number of Relevant Securities to be received by investors who have previously subscribed or applied for them is determined;
(c) "Ancillary Stabilisation" means the exercise of an Overallotment Facility or of a Greenshoe Option by Reporting Entities, in the context of a Significant Distribution of Relevant Securities, exclusively for facilitation Stabilisation activity;
(d) "Associated Instruments" means the following Financial Instruments (including those which are not admitted to trading on a Recognised Investment Exchange, or for which a request for admission to trading on such a Recognised Investment Exchange has not been made, provided that the Regulator has agreed to standards of transparency for transactions in such Financial Instruments):
(i) contracts or rights to subscribe for, acquire or dispose of Relevant Securities;
(ii) financial derivatives of Relevant Securities;
(iii) where the Relevant Securities are convertible or exchangeable debt Instruments, the Securities into which such convertible or exchangeable debt Instruments may be converted or exchanged;
(iv) Instruments which are issued or guaranteed by the Issuer or guarantor of the Relevant Securities and whose market price is likely to materially influence the price of the Relevant Securities, or vice versa; and
(v) where the Relevant Securities are Securities equivalent to Shares, the Shares represented by those Securities (and any other Securities equivalent to those Shares);
(e) "Buy-back Programmes" means trading in own Shares in accordance with the Companies Regulations 2015;
(f) "Greenshoe Option" means an option granted by the Offeror in favour of the Reporting Entity involved in the Offer for the purpose of covering overallotments, under the terms of which such firm(s) or institution(s) may purchase up to a certain amount of Relevant Securities at the Offer price for a certain period of time after the Offer of the Relevant Securities;
(g) "Offeror" means the prior holders of, or the entity issuing, the Relevant Securities;
(h) "Overallotment Facility" means a clause in the underwriting agreement or lead management agreement which permits acceptance of subscriptions or Offers to purchase a greater number of Relevant Securities than originally offered;
(i) "Relevant Securities" means:
(i) Shares in Companies and other Securities equivalent to Shares in Companies;
(ii) bonds and other forms of securitised debt, which are negotiable on the capital market; and
(iii) any other Securities normally dealt in giving the right to acquire any such Securities by subscription or exchange or giving rise to a cash settlement,
excluding Instruments of payment, provided that such Instruments in (i), (ii), or (iii) are admitted to trading on a Recognised Investment Exchange or for which a request for admission to trading on such a Recognised Investment Exchange has been made, and which are the subject of a Significant Distribution;
(j) "Significant Distribution" means an initial or secondary Offer of Relevant Securities, publicly announced and distinct from ordinary trading both in terms of the amount in value of the Securities offered and the selling methods employed;
(k) "Stabilisation" means any purchase or Offer to purchase Relevant Securities, or any transaction in Associated Instruments equivalent thereto, by Reporting Entities, which is undertaken in the context of a Significant Distribution of such Relevant Securities exclusively for supporting the market price of these Relevant Securities for a predetermined period of time, due to a selling pressure in such Securities; and
(l) "Time-scheduled Buy-back Programme" means a Buy-back Programme where the dates and quantities of Securities to be traded during the time period of the programme are set out at the time of the public disclosure of the Buy-back Programme.