MKT 3. MKT 3. LISTED FUNDS
MKT 3.1 MKT 3.1 Application
This chapter applies to:(1) every Reporting Entity of a Listed Fund; and(2) any other Person specified in these Rules.
MKT 3.2 MKT 3.2 General requirements
A Person may have the Units of a Fund admitted to an Official List of Securities only if:(1) in the case of a Domestic Fund, it is a Public Fund; and(2) in the case of a Foreign Fund:(a) it is a Designated Fund from a Recognised Jurisdiction; or(b) it is a Fund approved by the Regulator as a Fund subject to equivalent regulation as that applying to a Public Fund; and(c) which meets the criteria of a Property Fund and 60% or more of the Fund's assets comprise Real Property.
Where an obligation applies to a Reporting Entity of a Fund under a provision of this chapter, except where expressly provided otherwise, the Governing Body of the Reporting Entity must ensure compliance with that obligation.
MKT 3.3 MKT 3.3 Prospectus requirements relating to a Listed Fund
Guidance1. The Prospectus requirements including content and structure in chapter 4 of this module do not apply to Prospectuses relating to Units of Funds. Prospectus requirements that apply to Offer of Units of Funds are found in the Fund Rules. See section 92(5)(a) which disapplies chapter 4 of this module to Fund Prospectuses.2. However a Prospectus is required for the purposes of admitting any Financial Instruments, including Units, to trading on a Recognised Body, as these fall within the definition of "Securities" for the purposes of Part 6 of the FSMR. The Rules in this Rule 3.3 are designed to enable a Person seeking to have Units of a Fund admitted to trading on a Recognised Body to be able to use a Prospectus prepared in accordance with the requirements in the Fund Rules module if it is a Domestic Fund. In the case of Foreign Funds, the Offer documents prepared in accordance with the requirements in a foreign jurisdiction will be acceptable in the circumstances prescribed in this section.
MKT 3.3.1(1) A Person intending to have Units admitted to trading on a Recognised Body must, subject to (2), and (3) submit to the Regulator:(a) a completed application using such form as the Regulator shall prescribe and the relevant fee prescribed in the FEES module;(b) a Prospectus relating to the Fund ("Fund Prospectus") which:(i) complies with, in the case of a Domestic Fund, the requirements in the Fund Rules that apply to a Public Fund;(ii) is prepared, in the case of a Foreign Fund, in accordance with the requirements in Rule 3.3.3; and(iii) a prominent disclaimer in bold, on the front page of the Prospectus, as follows:
"The ADGM does not accept responsibility for the content of the information included in the Prospectus, including the accuracy or completeness of such information. The liability for the content of the Prospectus lies with the Issuer of the Prospectus and other Persons, such as Experts, whose opinions are included in the Prospectus with their consent. The ADGM has also not assessed the suitability of the Securities to which the Prospectus relates to any particular investor or type of investor. If you do not understand the contents of this Prospectus or are unsure whether the Securities to which the Prospectus relates are suitable for your individual investment objectives and circumstances, you should consult an authorised financial adviser."(c) where subsequent drafts or versions of the Fund Prospectus are submitted, a marked up version showing changes from the previous version submitted to the Regulator;(d) if information is incorporated in the Fund Prospectus by reference to another document, a copy of that other document;(e) the identity of the Person who is or intends to be the Reporting Entity;(f) contact details of two individuals who are sufficiently knowledgeable about the content of the document referred to in (b) to be able to answer queries of the Regulator during business hours; and(g) any other information that the Regulator may require.(2) The application in (1) must be submitted to the Regulator:(a) in the case of an Applicant who has not made a previous Prospectus Offer, at least 20 Business Days prior to the intended date on which the Applicant expects the Prospectus to be approved;(b) in other cases, at least 10 Business Days before the intended date on which the Applicant expects the Prospectus to be approved; and(c) in the case of a Supplementary Prospectus, as soon as is reasonably possible.(3) In the case of a Supplementary Prospectus, the application for approval must:(a) be made using such form as the Regulator shall prescribe;(b) accompanied by the relevant fee prescribed in the FEES module; and(c) include:(i) in the case of a Domestic Fund, a Supplementary Prospectus which meets the requirements in the Fund Rules; and(ii) in the case of a Foreign Fund, a document which meets the equivalent requirements applicable in the jurisdiction in which the Fund is established or domiciled.
Approval of a Prospectus
MKT 3.3.2 MKT 3.3.2(1) The Regulator will approve a Fund Prospectus which has been filed with the Regulator in accordance with Rule 3.3.1 as soon as reasonably practicable where it is satisfied that the Prospectus complies with all the requirements applicable to that Prospectus.(2) A Fund Prospectus is not an Approved Prospectus for the purposes of section 61(2) of the FSMR unless the Regulator has issued to the Applicant a notice stating its approval:(a) of the Prospectus or Supplementary Prospectus, as the case may be; and(b) in the case of a Prospectus in (a) comprising multiple documents, of all the multiple documents.
Guidance1. A Person intending to apply to the Regulator for approval of a Fund Prospectus pursuant to Rule 3.3.1 should consider submitting a draft Prospectus for preliminary review by the Regulator prior to formally submitting the Prospectus for the Regulator's approval. See the GPM for procedures for applying for the Regulator's approval.2. The approval of a Fund Prospectus by the Regulator will not prevent the use by the Regulator of its powers, such as the stop order power in section 53 of the FSMR, in circumstances where the need for such action is subsequently identified. For example, if the Regulator becomes aware, after the approval of the Fund Prospectus, that it contains any false, misleading, or deceptive information, or if it breaches the Prospectus provisions in other respects, the Regulator may use its powers or take any other action as appropriate in the circumstances.
MKT 3.3.3(1) For the purposes of Rule 3.3.1(1)(b)(ii), the Offer document relating to the Foreign Fund must comply with the requirements:(a) relating to a Designated Fund in a Recognised Jurisdiction; or(b) in a jurisdiction which provides a level of regulation relating to the Offer which is acceptable to the Regulator.(2) The Regulator may accept an Offer document referred to in (1)(b) subject to such conditions or restrictions imposed by the Regulator as it sees fit.(3) Where the Offer document referred to in (1) is not in the English language, it must be accompanied by an English translation acceptable to the Regulator.
Publication of a Prospectus
A Fund Prospectus approved by the Regulator pursuant to Rule 3.3.1 must:(1) be filed with the Recognised Body on which the Units are to be admitted to trading as soon as possible after the Regulator has granted its approval; and(2) be published in accordance with the requirements in Rule 3.9.
Exempt Offers in respect of Units
MKT 3.3.5(1) Units representing, over a period of 12 months, less than 10% of the number of Units of the same class already admitted to trading on the same Recognised Body;(2) Units issued in substitution for Units of the same class already admitted to trading on the same Recognised Body, if the issue of Units does not involve any increase in the issued capital;(3) Units offered, allotted or to be allotted to existing Unitholders free of charge, or in respect of dividends paid out in the form of Units of the same class as the Units in respect of which the dividends are paid, if:(a) the Units are of the same class as the Units already admitted to trading on the same Recognised Body; and(b) a document is made available containing information on the number and nature of the Units and the reasons for and details of the Offer; or(4) Units already admitted to trading on another Recognised Body (the "Other Market"), where:(a) the Units of the same class have been admitted to trading and continuously traded on the Other Market for more than 18 months;(b) the on-going obligations for trading on that other market have been complied with; and(c) there is a summary document in the English language approved by the Regulator and published:(i) containing the Key Information required under Rule 4.5.2(1)(b);(ii) stating where the most recent and current Prospectus, if any, can be obtained; and(iii) specifying where the financial information published by the Issuer pursuant to its on-going disclosure obligations of the Other Market is available.
All Units in a class of Securities admitted to trading including those specified under Rule 3.3.5 must be traded on a Recognised Body.
The Reporting Entity of a Listed Fund must ensure that any financial promotions relating to the Units of the Fund comply with the requirements relating to financial promotions:(a) in the case of a Domestic Fund, those in the Fund Rules; and(b) in the case of a Foreign Fund, the equivalent requirements applicable to the Fund in the jurisdiction of its domicile or establishment.
MKT 3.4 MKT 3.4 Governance requirements relating to a Listed Fund
Affected Person transactions
MKT 3.4.1(1) The Reporting Entity of a Listed Fund must ensure that no transaction with respect to the Fund Property is entered into with an Affected Person except in accordance with the procedures in (2).(2) For the purposes of (1), a Reporting Entity of a Listed Fund must:(a) if the Fund is a Domestic Fund, comply with the requirements in the Fund Rules relating to Affected Person transactions; and(b) if the Fund is a Foreign Fund, comply with the equivalent requirements applicable to that Fund in the jurisdiction of its domicile or establishment.
MKT 3.5 MKT 3.5 Market disclosure relating to a Listed Fund
Disclosure of Inside Information
MKT 3.5.1 MKT 3.5.1(1) A Reporting Entity of a Listed Fund must:(a) make timely disclosure of Inside Information in accordance with the requirements in this section; and(b) ensure that the disclosure it makes pursuant to (a) is not false, misleading, or deceptive and does not omit anything likely to affect the import of the information.
Guidance1. A Reporting Entity of a Listed Fund is required to disclose Inside Information relating to the Listed Fund to the market as soon as possible in accordance with the requirements in Rule 3.9. In practice, a short period before announcing Inside Information is permitted where a Reporting Entity is affected by an unexpected event and the Reporting Entity needs to clarify the situation or take legal advice so that any information released is accurate and not false, misleading, or deceptive. Any delay should be limited to a period no longer than is reasonably necessary in the circumstances. Where there is a danger of the information leaking out in the meantime, the Reporting Entity should make a holding announcement giving an outline of the subject matter of the announcement, the reasons why a full announcement cannot yet be made and undertaking to make a full announcement as soon as possible.2. For the disclosure to be not false, misleading, or deceptive, a Reporting Entity of a Listed Fund should provide information that is accurate, factual and complete. Any incomplete or inaccurate information, such as omission of relevant information, may be false, misleading, and/or deceptive. Information should be provided in an easy to understand manner and not for promotional purposes. The use of imprecise and confusing language such as "double digit" or "in excess of last year" should be avoided as it does not allow investors to properly assess the information for the purpose of making an informed decision relating to the Relevant Securities.3. A confidentiality agreement cannot prevent a Reporting Entity from complying with its obligations relating to the disclosure of Inside Information.4. If, for any reason, a Reporting Entity of a Listed Fund is unable, or unwilling to make a holding announcement it may be appropriate for the Reporting Entity to file a report pursuant to Rule 3.5.4(2) and for the trading of Units to be suspended until the Reporting Entity of the Listed Fund is in a position to make an announcement.
Identifying Inside Information relating to a Listed Fund5. Inside Information is defined in sections 95(2), (3) and (4) of the FSMR as:"(2) In relation to Financial Instruments, 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 Instrument; and(c) would, if generally available, be likely to have a significant effect on the price of the Financial Instruments or on the price of 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 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 or the price of Related Instruments."6. For the purposes of section 95(5) of the FSMR, information is considered "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; andb. 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.7. Similarly, information would be likely to have a "significant effect on price" if and only if it is information of that kind which a reasonable investor would be likely to use as part of the basis of his investment decisions.8. The Reporting Entity of a Listed Fund is itself best placed to determine whether information, if made public, is likely to have a significant effect on the price of the relevant Units, as what constitutes Inside Information will vary widely according to circumstances.
Financial forecasts and expectations9. Where a Reporting Entity of a Listed Fund has made a market announcement such as a profit forecast, such forecasts become, as soon as made, factored into the market pricing of the relevant Units. If the Reporting Entity becomes aware that there is likely to be a material difference between the forecast and the true outcome, the Reporting Entity should make an announcement correcting the forecast as soon as possible to ensure that the market pricing reflects accurate information.10. In relation to financial forecasts published by a Reporting Entity of a Listed Fund, the Regulator considers that circumstances giving rise to a variation from the previous one should generally be considered Inside Information and should be disclosed by the Reporting Entity as soon as possible. Even where a Reporting Entity has not made a previous forecast, circumstances giving rise to a variation of profit or revenue from the previous corresponding reporting period should be disclosed where such circumstances would have a significant effect on the price of relevant Financial Instruments. Generally, a change of 10% or more is a material change, but in some circumstances, a smaller variation may also be disclosable if it would reasonably be considered to have a significant effect on the price of the relevant Financial Instruments.11. In making such disclosure, the Reporting Entity of a Listed Fund should provide clear details of the extent of the variation. For example, a Reporting Entity may indicate that, based on management accounts, its expected net profit will be an approximate amount (e.g. approximately $15 million) or alternatively within a stated range (e.g. between $14 million and $16 million). Alternatively, a Reporting Entity may indicate an approximate percentage movement (e.g. up or down by 35%).
Relationship between continuous disclosure and periodic disclosures12. Periodic disclosures by Reporting Entities of Listed Funds are required in a number of circumstances, and examples can include interim and annual financial reports and accounts and Prospectuses.13. In the course of preparing these disclosure documents, a Reporting Entity of a Listed Fund may become aware of Inside Information previously unknown to it, or information which was previously insufficiently Precise to warrant disclosure. In such circumstances a Reporting Entity of a Listed Fund should not defer releasing that information until the periodic disclosure or other documents is finalised. In such circumstances, a Reporting Entity should make an announcement containing the Inside Information as soon as possible.
Units of the same class admitted to trading in more than one jurisdiction14. A Reporting Entity of a Listed Fund with Units of the same class admitted to trading in more than one jurisdiction should ensure that the release of announcements containing Inside Information is co-ordinated across jurisdictions. If the requirements for disclosure are stricter in another jurisdiction than in the ADGM, the Reporting Entity must ensure that the same information is released in the ADGM as in that other jurisdiction.15. A Reporting Entity of a Listed Fund should not delay an announcement in the ADGM in order to wait for a market to open in another jurisdiction.
For the purposes of section 75(2)(b) of the FSMR, a Reporting Entity of a Listed Fund may delay market disclosure of Inside Information so as not to prejudice its legitimate interests provided that:(a) the delay is not likely to mislead the markets; and(b) if the information is to be selectively disclosed to a Person prior to market disclosure, it is made in accordance with the requirements in Rule 3.5.3.
MKT 3.5.3 MKT 3.5.3(1) For the purposes of Rule 3.5.2(b), a Reporting Entity of a Listed Fund may selectively disclose Inside Information to a Person prior to making market disclosure of such information only if:(a) it is for the purposes of the exercise by such a Person of his employment, profession or duties;(b) that Person owes to the Reporting Entity a duty of confidentiality, whether based on law, contract or otherwise; and(c) the Reporting Entity has provided to that Person, except where that Person is the Regulator, a written notice as specified in (3).(2) For the purposes of (1)(a), the Persons whose exercise of employment, profession or duties may warrant selective disclosure are as follows:(a) its advisers, underwriters, Sponsors or compliance advisers;(b) the Trustee, Eligible Custodian or Persons providing oversight function of the Listed Fund;(c) an agent employed to release the information;(d) Persons with whom it is negotiating with a view to effecting a transaction or raising finance;(e) the Regulator or another regulator where such disclosure is necessary or desirable for the regulator to perform its functions;(f) a Person to whom the Reporting Entity discloses information in accordance with a lawful requirement;(g) a major Shareholder of the Reporting Entity; or(h) any other Person to whom it is necessary to disclose the information in the ordinary course of business of the Reporting Entity.(3) For the purposes of (1)(c), the Reporting Entity must, before making disclosure to a Person, provide to that Person a written notice that:(a) the information is provided in confidence and must not be used for a purpose other than the purpose for which it is provided; and(b) the recipient must take reasonable steps to ensure that the recipient or any Person having access to the information through the recipient does not deal in the relevant Financial Instruments, or any other related investment, or disclose such information without legitimate reason, prior to market disclosure of that information by the Reporting Entity.(4) Where a Reporting Entity makes selective disclosure of Inside Information pursuant to (1), it must ensure that a full announcement is made to the market as soon as possible, and in any event, when it becomes aware or has reasonable grounds to suspect that such information has or may have come to the knowledge of any Person or Persons other than those to whom the selective disclosure was made.
Guidance1. It is likely that Inside Information will be made known to certain Employees of the Reporting Entity or the Listed Fund. A Reporting Entity should put in place procedures to ensure that those Employees do not disclose such information, whether or not inadvertently, and that Employees are adequately trained in the identification and handling of Inside Information.2. Rule 3.5.3 does not excuse a Reporting Entity from its overriding obligation to disclose Inside Information as soon as possible pursuant to Rule 3.5.1. A Reporting Entity which proposes to delay public disclosure of Inside Information should refer to Rule 3.5.4, which sets out the limited disclosure exceptions permitted.
MKT 3.5.4(1) A Reporting Entity of a Listed Fund need not, subject to (2), make disclosure of information pursuant to Rule 3.5.1, where, in the reasonable opinion of the Reporting Entity, the disclosure required by that Rule would:(a) be unduly detrimental to the legitimate interests of the Reporting Entity or the Listed Fund as is applicable; or(b) disclose commercially sensitive material.(2) Where a Reporting Entity of a Listed Fund intends not to make the disclosure pursuant to (1), it must immediately file with the Regulator a confidential report which:(a) contains all the information which it seeks not to disclose and the reasons for non-disclosure; and(b) is in the English language and, where any documents accompanying the report are not in the English language, an English translation of such documents.(3) The Regulator may:(a) specify the period during which disclosure of the information included in the confidential report need not be disclosed to the markets; and(b) extend the period referred to in (a) upon application by the Reporting Entity.(4) Where a confidential report is filed with the Regulator under (2), the Reporting Entity need not comply with the requirements in Rule 3.5.1 during the period permitted by the Regulator pursuant to (3), unless or until one of the following occurs:(a) the Regulator directs the Reporting Entity to comply with Rule 3.5.1;(b) the Reporting Entity becomes aware that there is a material change of circumstances that renders the reason for non-disclosure of the information no longer valid; or(c) the Reporting Entity becomes aware or has reasonable grounds to suspect that the relevant Inside Information has or may have come to the knowledge of any Person or Persons other than by way of selective disclosure made pursuant to Rule 3.5.3(4).(5) The procedures in Part 17 of the FSMR apply to a decision of the Regulator under (3) or (4)(a).
MKT 3.5.5 MKT 3.5.5
By filing a report under Rule 3.5.4, the Reporting Entity of a Listed Fund undertakes that the contents of the report and any accompanying documents are true, accurate and not false, misleading, or deceptive and contain all the information which the Regulator would reasonably expect to be made aware of in the circumstances of the case.
Guidance1. Examples of circumstances under which a Reporting Entity of a Listed Fund might rely on the exception from disclosure in Rule 3.5.4 include where:a. it would be a breach of law to disclose such information;b. the information is a trade secret;c. there are negotiations in course where the outcome or normal pattern of those negotiations would be likely to be affected by public disclosure;d. the information is provisional and generated for internal management purposes prior to later public disclosure; ore. there are impending developments that could be jeopardised by premature disclosure.2. Rule 3.5.4 does not permit a Reporting Entity of a Listed Fund to delay public disclosure of the fact that it is in financial difficulty or of its worsening financial condition and is limited to the fact or substance of the negotiations to deal with such a situation. A Reporting Entity is also not permitted to delay disclosure of Inside Information on the basis that its position in subsequent negotiations to deal with the situation will be jeopardised by the disclosure of its financial condition.3. Where the Regulator considers that the reliance of permitted exceptions under Rule 3.5.4 is not in the interests of actual or potential investors, market integrity or the ADGM, it may direct the Reporting Entity of a Listed Fund to make either a holding announcement or full market disclosure. The Regulator may, in addition, require the Recognised Body in which the Units are traded to suspend trading of the relevant Units.
Control of Inside Information
A Reporting Entity of a Listed Fund must establish effective arrangements to deny access to Inside Information to Persons other than those who require it for the exercise of their functions within the Reporting Entity or the Listed Fund.
A Reporting Entity of a Listed Fund must establish and maintain adequate systems and controls to enable it to identify at all times any Person working for it under a contract of employment or otherwise, who has or may reasonably be likely to have access to Inside Information relating to the Reporting Entity or the Listed Fund as is applicable, whether on a regular or occasional basis.
A Reporting Entity of a Listed Fund must take the necessary measures to ensure that its Directors, Members of the Governing Body and Employees who have or may have access to Inside Information acknowledge the legal and regulatory duties entailed, and are aware of the sanctions attaching to the misuse or improper use or circulation of such information.
A Reporting Entity of a Listed Fund must nominate two individuals to be its main points of contact with the Regulator in relation to continuing disclosure and other obligations under this chapter.
MKT 3.6 MKT 3.6 Disclosure of interests by Connected Persons of Listed Funds
Section 76 of the FSMR requires certain persons connected to a Reporting Entity to make certain disclosures to the Regulator and the Reporting Entity in accordance with the requirements prescribed in these Rules.
MKT 3.6.1(1) For the purposes of section 76 of the FSMR, a Person is hereby prescribed as a Connected Person of a Listed Fund if that Person:(a) becomes a member of the Governing Body of the Listed Fund or an individual involved in the Senior Management of either the Reporting Entity of the Fund or a Controller of the Reporting Entity of the Fund or the Trustee of the Fund; or(b) owns or beneficially owns voting rights carrying more than 5% of the voting rights attaching to the Units of the Fund or of the Trustee of the Fund.(2) In (1), a Person is a Controller of a Reporting Entity if that Person (the first person), either alone or with the Associates of that Person, controls the majority of the voting rights in, or the right to appoint or remove the majority of the Board of, the Reporting Entity or any Person who has similar control over the first person, including an ultimate Controller of the first person.(3) For the purposes of determining whether a Person has control for the purposes of (1), any Securities held by that Person and his Associates, including those in which that Person or Associate of the Person has a beneficial interest, are deemed as his Securities except where;(a) any such Securities are held by that Person on behalf of another Person who is not an Associate of that Person; or(b) the Person does not have control over the voting rights attaching to the Securities because some other Person manages those Securities on a discretionary basis.
Events that trigger a disclosure
A Person who is a Connected Person of a Listed Fund pursuant to Rule 3.6.1 must make the disclosure within five Business Days of:(1) becoming or ceasing to be a Director or a Person involved in the Senior Management of a Controller of the Reporting Entity of the Fund or of the Trustee of the Fund;(2) acquiring or ceasing to hold either alone or with an Associate of the Person 5% of the voting rights attaching to the Units of the Fund or of the Trustee of the Fund or a Controller of the Reporting Entity of the Fund or the Trustee of the Fund; or(3) an increase or decrease of at least 1% of the level of interest previously reported pursuant to paragraph (2) of this Rule 3.6.2.
Content of the disclosure
A disclosure made by a Connected Person must contain the following information:(1) the name and address of the Connected Person;(2) the name and address of the Reporting Entity and its registered address;(3) the name and registered address of the Listed Fund;(4) the date on which the event giving rise to the obligation to file a report occurred;(5) the date on which the filing was made; and(6) the price, amount and class of Securities or other investments as is relevant in relation to the transaction or other event and the previous and new level of interest held.
Upon a Connected Person making a disclosure to the Reporting Entity, the Reporting Entity must, as soon as possible, make a disclosure of that information to the market.
MKT 3.7 MKT 3.7 Disclosure of notifiable interests
Persons with a notifiable interest in the Reporting Entity or Listed Fund are required to give a notice relating to that interest in accordance with the requirements prescribed in these Rules.
MKT 3.7.1 MKT 3.7.1
This section applies to every member of the Governing Body of a Listed Fund.
In the case of a Listed Fund, the Reporting Entity is the Fund Manager. However, as the Governing Body of a Listed Fund may include other persons who exercise powers similar to those that are exercised by Directors of the Fund Manager, the obligations relating to disclosure of notifiable interests extend, in the case of a Listed Fund, to members of its Governing Body.
Definition of a notifiable interest
A member of the Governing Body of a Listed Fund has a notifiable interest in the Listed Fund if that person has any interest arising through:(1) the direct or indirect ownership of, or beneficial ownership of, Units of the Listed Fund; or(2) any involvement in financial or commercial arrangement with or relating to the Listed Fund.
Content and procedures relating to the notice
MKT 3.7.3(1) A notice relating to a notifiable interest must, subject only to (2), be given by a Person referred to in Rule 3.7.2 to the other members of the Governing Body within five Business Days of the notifiable interest arising or changing.(2) A Person referred to in (1) need not give a notice relating to a notifiable interest if the notifiable interest is required to be included in a report that Person must provide by virtue of being a Connected Person under section 3.6 and the Person has complied with the requirement in that section.(3) A notice relating to a notifiable interest must contain:(a) the name and address of the Person giving the notice;(b) if the notifiable interest relates to a Listed Fund, the name and registered address of the Listed Fund; and(c) the details relating to the notifiable interest, including the date on which the notifiable interest arose or changed.
MKT 3.8 MKT 3.8 Other matters that require market disclosure
A Reporting Entity of a Listed Fund must disclose to the market the matters specified in APP 3.
MKT 3.9 MKT 3.9 Accounting periods and financial reports of Listed Funds
MKT 3.9.1 MKT 3.9.1
A Reporting Entity of a Listed Fund must, in order to comply with the requirements in this section, file with the Regulator the annual financial report and interim financial report and other statements in respect of the Listed Fund. Such reports and statements must be prepared, in the case of:(1) a Domestic Fund, in accordance with the requirements relating to the annual and interim reports under the Fund Rules; and(2) a Foreign Fund, in accordance with the applicable requirements in the jurisdiction in which the Fund is domiciled or established.
Under Rule 3.2.1, a Foreign Fund can be admitted to trading on a Recognised Body if it is either a Designated Fund from a Recognised Jurisdictions or approved by the Regulator as a Fund subject to equivalent regulation. Accordingly, such Funds would be subject to financial and periodic reporting requirements that are similar to the financial reporting requirements applicable to Domestic Funds.
MKT 3.9.2(1) A Reporting Entity of a Listed Fund must disclose to the market the following:(a) its annual financial report;(b) its interim financial reports; and(c) its preliminary financial results.(2) A Reporting Entity must make the market disclosure required in (1) within the following time periods:(a) in relation to its annual financial report, as soon as possible after the accounts have been approved, but no later than four months after the end of the financial period;(b) in relation to its semi-annual financial report, as soon as possible and in any event no later than two months after the end of the period to which the report relates; and(c) in relation to its preliminary financial results, as soon as possible but no later than 30 minutes before the market opens on the day after the approval of the Board.(3) A Reporting Entity of a Listed Fund must, where there is a change to its accounting reference date, disclose to the market:(a) the change to its accounting reference date as soon as possible; and(b) a second interim report within six months of the old accounting reference date if the change of the accounting reference date extends the annual accounting period to more than 14 months.
MKT 3.10 MKT 3.10 Manner of market disclosure
Where a Reporting Entity of a Listed Fund is required to make market disclosure of information pursuant to a provision in this chapter, such information must be disclosed to the market in accordance with the requirements in Rule 7.7.
A Reporting Entity of a Listed Fund must retain on its website all information that has been disclosed to the market for a period of one year following publication.
MKT 3.11 MKT 3.11 The Regulator's power to direct disclosure
Section 75 of the FSMR gives the Regulator the power to direct a Reporting Entity to disclose specified information to the market or take such other steps as the Regulator considers appropriate where it is satisfied that it is in the interest of the ADGM to do so.
MKT 3.11.1(1) The Regulator will, pursuant to its power under section 76 of the FSMR, issue a written notice directing a Reporting Entity of a Listed Fund (a "Direction Notice") to disclose specified information to the market and to take any other steps as the Regulator considers appropriate:(a) where it fails to comply with an obligation to disclose any information under the FSMR and these Rules;(b) to correct or prevent a false market if the Regulator reasonably considers that there is or is likely to be a false market in the Units of the Listed Fund;(c) where there is a rumour or media speculation in relation to the Reporting Entity or the Listed Fund that has not been confirmed or clarified by an announcement by the Reporting Entity made in accordance with Rule 3.5.1 and such rumour or media speculation is or is reasonably likely to have an impact upon the price of the Units; or(d) where it is in the interests of:(i) actual or potential investors;(ii) market integrity; or(iii) the ADGM.(2) A Reporting Entity which receives a Direction Notice issued pursuant to (1) must comply with the terms of that notice.