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aware that there is a material change of circumstances that renders the reason for non-disclosure of the information no longer valid; or(c) the Reporting Entity becomes aware or has reasonable grounds to suspect that the relevant Inside Information has or may have come to the knowledge of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.