• 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.