• 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).