• Rules Rules

    • Commercial Licensing Regulations Rules

      • Commercial Licensing Regulations (Controlled Activities) Rules 2021

        Date of Adoption: 25 August 2021

        The Board of Directors of the Abu Dhabi Global Market, in implementation of the provisions of section 2(1) of the Commercial Licensing Regulations 2015, hereby makes the following rules:-

      • Commercial Licensing Regulations 2015 (Client Money) Rules 2021

        Rules regulating the safeguarding of money and other assets belonging to clients

        Date of Adoption: 17 March 2021

        The Board of Directors of the Abu Dhabi Global Market, in implementation of the provisions of section 22 of the Commercial Licensing Regulations 2015, hereby makes the following rules–

        • 1. Citation, commencement and interpretation

          (1) These Rules may be cited as the Commercial Licensing Regulations 2015 (Client Money) Rules 2021.
          (2) In these Rules and any guidance issued by the Registrar pursuant to these Rules–
          "Client" means each person who has entered into or intends to enter into an agreement with a Licensed Firm for the provision of services by the Licensed Firm,
          "Client Account" has the meaning given in Rule 6(1),
          "Client Money" has the meaning given in Rule 4,
          "Firm-Related Distribution Event" means, in respect of a Licensed Firm, any one or more of the following–
          (a) the appointment of a liquidator, receiver or administrator or of a trustee in bankruptcy,
          (b) an event in any jurisdiction equivalent to an appointment mentioned in paragraph (a),
          (c) the withdrawal or cancellation by the Registrar of the Licensed Firms' licence, or
          (d) the imposition or variation of a condition, restriction or requirement on the Licensed Firms' licence so that it is no longer permitted to hold Client Money,
          "Licensed Firm" means a Licensed Person who is obliged to comply with these Rules,
          "money" includes any right, instruction or direction to pay or be paid money or money's worth; and
          "Regulations" means the Commercial Licensing Regulations 2015.
          (3) Terms used in these Rules which are defined in the Regulations shall have the meaning given to them in the Regulations.
          (4) These Rules come into force on 12 April 2021.

        • 2. Application

          These Rules shall apply to–
          (a) persons who are required to comply with these rules by the Commercial Licensing Regulations 2015 (Conditions of Licence and Branch Registration) Rules 2021, and
          (b) any other person whose conditions of licence require it to hold Client Money solely in accordance with these Rules.

        • 3. General Requirements

          A Licensed Firm must–
          (a) comply with these Rules, and
          (b) have in place the necessary policies, systems and controls, appropriate to the nature and scale of its operations, to prevent the inappropriate use of Client Money.

        • 4. Client Money

          (1) For the purposes of these Rules, all money held by a Licensed Firm on behalf of a Client in the course of, or in connection with, the carrying on of any Controlled Activity in or from the Abu Dhabi Global Market is "Client Money" except where such money is immediately due and payable by the Client to the Licensed Firm for the Licensed Firm’s own account.
          (2) A Licensed Firm, in holding Client Money, must hold it on trust for its respective Clients.
          (3) For the purpose of Rule 4(1), money which is immediately due and payable to a Licensed Firm for the Licensed Firm’s own account includes money which is paid to the Licensed Firm (including by being deducted from Client Money held by the Licensed Firm) in settlement of fees, including–
          (a) fees for services provided to a Client,
          (b) expenses of the Licensed Firm incurred on behalf of the Client and payable by the Licensed Firm, and
          (c) other charges that are due and payable to the Licensed Firm.
          (4) Client Money is "held" by a Licensed Firm if it is–
          (a) directly held by the Licensed Firm,
          (b) held in an account in the name of the Licensed Firm, or
          (c) held by a person, or in an account in the name of a person, controlled by the Licensed Firm.

        • 5. Holding Client Money in a Client Account

          (1) A Licensed Firm must ensure that Client Money is held–
          (a) in a Client Account,
          (b) separately from its own money (subject to Rule 9), and
          (c) separately from another Client’s money (subject to Rule 7),
          having regard to any guidance issued by the Registrar.
          (2) The title of the Client Account shall sufficiently distinguish the account from any other account containing money that belongs to the Licensed Firm.

        • 6. Operation of a Client Account

          (1) A "Client Account" in relation to Client Money is an account that –
          (a) is held with a bank authorised to accept deposits,
          (b) is established to hold Client Money, and
          (c) includes words "Client Account", or words to similar effect, in its title,
          having regard to any guidance issued by the Registrar.
          (2) A Licensed Firm must maintain a master list of all Client Accounts. The master list must detail in respect of each Client Account–
          (a) the name of the account,
          (b) the account number,
          (c) the location of the account,
          (d) the banker or custodian, its address and contact information,
          (e) the account terms and conditions,
          (f) whether the account is currently open or closed, and
          (g) the date of opening or closure.
          (3) The details of the master list must be documented and maintained for at least six years following the closure of an account in accordance with the record keeping requirements set out in Rule 16.

        • 7. Pooled Accounts

          (1) A single Client Account may be used to pool Client Money of more than one Client for one of the following reasons–
          (a) operational efficacy, or
          (b) due to an exceptional circumstance where the Licensed Firm is unable to segregate the money of one Client from that of other Clients.
          (2) For the purposes of Rule 7(1)(b) the Licensed Firm must inform the Registrar of the circumstances preventing the money from being segregated.
          (3) When a pooled Client Account is used to hold Client Money, the Licensed Firm must ensure that this is clearly and specifically agreed with the Client in writing.
          (4) The Licensed Firm must be able to promptly identify the individual balance due to each Client from a pooled Client Account.

        • 8. Payment of Client Money into Client Accounts

          (1) Where a Licensed Firm receives Client Money it must ensure, subject to paragraph (5) below, that the Client Money is paid into a Client Account as soon as possible and in any event a Licensed Firm must, within five (5) business days of receipt, instruct its bank to effect that transfer.
          (2) If the Client Money is received by a Licensed Firm in the form of an automated transfer, it must take reasonable steps to ensure that–
          (a) the money is received directly into a Client Account, and
          (b) if money is received directly into the Licensed Firm's own account, the money is transferred into a Client Account without delay and in any event a Licensed Firm must, within one (1) business day of receipt, instruct its bank to effect the transfer.
          (3) If a Licensed Firm receives a mixed remittance (part Client Money and part other money), it must–
          (a) pay the full sum into a Client Account in accordance with Rule 8(2), and
          (b) transfer out that part of the payment which is not Client Money as soon as practicable and in any event a Licensed Firm must, within five (5) business days of the day on which it would normally expect the remittance to be cleared, instruct its bank to effect the transfer.
          (4) A Licensed Firm may only pay, or permit to be paid, Client Money into a Client Account where it has undertaken a prior assessment of the suitability of the relevant bank and concluded on reasonable grounds that the bank is suitable to hold that Client Money in a Client Account.
          (5) The requirement for a Licensed Firm to pay Client Money into a Client Account does not apply with respect to Client Money–
          (a) received in the form of cheque, or other payable order, until the Licensed Firm is in receipt of the proceeds of that cheque, or
          (b) temporarily held, for a maximum period of 30 days from the date of receipt or, if received in the form of a cheque, from the date of receipt of the proceeds of that cheque, by a Licensed Firm before forwarding to a person or entity nominated by the Client.
          (6) A Licensed Firm must have procedures for identifying Client Money received by it.

        • 9. Segregation of Client Money

          (1) Subject to Rule 9(2), a Licensed Firm must not deposit its own money into a Client Account.
          (2) A Licensed Firm may hold money other than Client Money in a Client Account if it is–
          (a) a minimum sum required to open the account or to keep it open,
          (b) money that is temporarily in the account in accordance with Rule 8(3) (a mixed remittance), or
          (c) interest credited to the account that exceeds the amount payable to Clients as interest, which excess must be transferred from the Client Bank Account within ten (10) business days of the interest having been so credited.
          (3) A Licensed Firm must maintain systems and controls for identifying money that is not permitted to be in a Client Account and for transferring any such money that is in a Client Account out of that account without delay.

        • 10. Withdrawal of Client Money from Client Accounts

          (1) A Licensed Firm must have procedures in place for ensuring that all withdrawals from a Client Account are–
          (a) subject to the appropriate level of authorisation and, at a minimum, dual authorisation, and
          (b) in accordance with any constitutional documents.
          (2) Client Money must remain in the Client Account until it is–
          (a) due and payable to the Licensed Firm,
          (b) paid to the Client on whose behalf the Client Money is held,
          (c) paid in accordance with a Client instruction on whose behalf the Client Money is held,
          (d) required to meet the payment obligations of the Client on whose behalf the Client Money is held, or
          (e) paid out in circumstances that are otherwise authorised by the Client.
          (3) A Licensed Firm must not withdraw Client Money to pay for outstanding fees unless authorised by the Client on whose behalf the Client Money is held.
          (4) Subject to paragraph (2), a Licensed Firm must not use Client Money belonging to one Client to satisfy an obligation of another Client.

        • 11. Disclosure

          A Licensed Firm must, where relevant, inform any person with whom it proposes to enter into a contract or agreement in respect of the provision of controlled activities of the terms upon which Client Money is held.

        • 12. Client Reporting

          (1) A Licensed Firm must send a statement to the Client quarterly or at such other intervals as are agreed in writing with the Client, in accordance with the requirements set out in guidance that may be issued by the Registrar from time to time.
          (2) The statement must include–
          (a) the Client's total Client Money balances held by the Licensed Firm reported in the currency in which the Client Money is held,
          (b) the amount, date, value and description of each credit and debit paid into and out of the account since the previous statement,
          (c) any interest earned and charged on the Client Money since the previous statement, and
          (d) any other information that may be specified in the guidance issued by the Registrar pursuant to these Rules.
          (3) The statement sent to the Client must be prepared within one (1) calendar month of the statement date.

        • 13. Provision of information

          Where these Rules requires information to be sent to a Client, a Licensed Firm must provide that information directly to the Client and not to another person, unless–
          (a) the Licensed Firm has been instructed by the Client in writing to provide the relevant information to another person, and
          (b) such other person is not connected with the Licensed Firm.

        • 14. Reconciliation

          (1) A Licensed Firm must ensure that a reconciliation is carried out between its records of Client Money and records or statements from a bank in which that Client Money is kept.
          (2) A Licensed Firm shall determine the appropriate frequency of reconciliation and perform the reconciliation promptly.
          (3) A Licensed Firm must maintain accurate and up to date records in relation to Client Money which enable it to promptly identify the balance due to each Client and which are in a form that allows timely reconciliation.
          (4) When a discrepancy is identified, during reconciliation, a Licensed Firm must investigate the reason for the discrepancy and take all reasonable steps to resolve it without delay.
          (5) "Discrepancy" in paragraph (4) above refers to the situation where records of Client Money kept by the Licensed Firm, do not match the statement received from the bank in which the Client Money is held.

        • 15. Annual Review of Controls

          A Licensed Firm that holds Client Money must implement an annual independent review of the controls over Client Money that were in place over the period from 1 January to 31 December of the preceding year. The review must–
          (a) verify the effectiveness of the controls with particular regard to the prevention of –
          (i) loss,
          (ii) misuse, and
          (iii) misappropriation of Client Money,
          (b) be performed by an appropriate, independent person who may be an internal or external party, and
          (c) be delivered to the Registrar by the end of April of each year, for the period covering the preceding year.

        • 16. Record Keeping

          (1) A Licensed Firm must maintain records that enable it to–
          (a) demonstrate to the Registrar its compliance with the requirements set out in these Rules,
          (b) demonstrate and explain all entries of Client Money held or controlled in accordance with these Rules; and
          (c) ensure that all relevant records are capable of being checked or audited to demonstrate compliance with any applicable requirements.
          (2) Except as otherwise stated, all records maintained by a Licensed Firm pursuant to these Rules must be kept for at least six (6) years.

        • 17. Client Money Distribution

          Following the occurrence of a Firm-Related Distribution Event in relation to a Licensed Firm, that Licensed Firm must distribute money from the Client Account in the following order of priorities (subject to the deduction of any fees payable to the insolvency practitioner or other similar official that has responsibility for distributing such Client Money)–
          (a) first, all Client Money shall be pooled and distributed among the Licensed Firm's Clients on a proportionate basis in accordance with the value of their respective valid claims against the Licensed Firm in respect of money owed to them by the Licensed Firm that is Client Money,
          (b) secondly, upon satisfaction of all claims in (a) above–
          (i) if a liquidator, receiver, administrator, or trustee in bankruptcy has been appointed over the Licensed Firm, the surplus (if any) shall be distributed in accordance with the Insolvency Regulations 2015, or
          (ii) in all other cases, the Licensed Firm shall give prior written notice to the Registrar of the manner in which it proposes to distribute any surplus and the Licensed Firm may distribute the surplus in such manner unless the Registrar objects in writing within thirty (30) days of such notice.

        • 18. Registrar’s Powers

          The Registrar may publish, from time to time, guidance to supplement the provisions of these Rules.

      • Commercial Licensing Regulations 2015 (Conditions of Licence and Branch Registration) Rules 2021

        Date of Adoption: 17 March 2021

        The Board of Directors of the Abu Dhabi Global Market, in implementation of section 10(1) and 16(4) of the Commercial Licensing Regulations 2015, hereby makes the following rules:-

        • 1. Citation, commencement and interpretation

          (1) These Rules may be cited as the Commercial Licensing Regulations 2015 (Conditions of Licence and Branch Registration) Rules 2021.
          (2) In these Rules—
          "accountancy services" means the controlled activity specified in Rule 5 of the Commercial Licensing Regulations 2015 (Controlled Activities) Rules 2021,
          "applicant" means an applicant for a licence,
          "approved accountancy regulatory body" means a body designated as such by the Registrar,
          "approved healthcare regulatory body" means a body designated as such by the Registrar,
          "approved insolvency practitioner regulatory body" means a body designated as such by the Registrar,
          "approved legal regulatory body" means a body designated as such by the Registrar,
          "authorised signatory" means an individual authorised to represent the license holder as a permanent representative in the Abu Dhabi Global Market,
          "body corporate" has the meaning given in the Regulations,
          "branch" means each location in the Abu Dhabi Global Market, not being (in the case of an applicant incorporated under the laws of the Abu Dhabi Global Market) the applicant’s registered office, from which the applicant proposes to carry on the controlled activity or controlled activities to which an application for a licence relates,
          "business activity" has the meaning given to that expression in Rule 2(d),
          "company services" means the controlled activity specified in Rule 7 of the Commercial Licensing Regulations 2015 (Controlled Activities) Rules 2021,
          "connected person" has the meaning given to that expression in Part 1 of the Schedule to the Regulations,
          "jurisdiction of incorporation" means, in respect of any non-ADGM body corporate, the jurisdiction in which such body corporate is incorporated (including upon being continued into such jurisdiction),
          "insolvency practitioner services" means the controlled activity specified in Rule 6 of the Commercial Licensing Regulations 2015 (Controlled Activities) Rules 2021,
          "legal services" means the controlled activity specified in Rule 4 of the Commercial Licensing Regulations 2015 (Controlled Activities) Rules 2021,
          "licence holder" a person to whom a licence has been issued by the Registrar,
          "non-ADGM body corporate" means a body corporate that is not incorporated (including upon continuation under the Companies Regulations 2015) under the laws of the Abu Dhabi Global Market,
          "other economic activities" means the controlled activity specified in Rule 8 of the Commercial Licensing Regulations 2015 (Controlled Activities) Rules 2021,
          "Regulations" means the Commercial Licensing Regulations 2015, and
          "UAE Economic Substance Regime" means the federal economic substance regime comprising Cabinet Resolution No. (57) of 2020 Concerning Economic Substance Requirements and Ministerial Decision No. 100 of 2020 on the Issuance of Directives for the Implementation of the Provisions of the Cabinet Resolution No. (57) of 2020, issued pursuant to Article 20 of Cabinet Resolution No. (57) of 2020, as amended or re-enacted from time to time, and any other rule or regulations of the United Arab Emirates made pursuant to the foregoing.
          (3) Terms used in these Rules which are defined in the Regulations shall have the meanings given to them in the Regulations.
          (4) These Rules come into force on 12 April 2021.

        • 2. Applications for licence (all applicants)

          An applicant for a licence must apply to the Registrar on the form prescribed by the Registrar from time to time and provide the following information—
          (a) full legal name of the applicant,
          (b) the applicant’s legal form, including its jurisdiction of incorporation and the legislation under which it is formed and registered,
          (c) the controlled activity or controlled activities which the applicant proposes to carry on in or from the Abu Dhabi Global Market,
          (d) the specific business activity or business activities by reference to the classification adopted by the Registrar, in accordance with Rule 2 of the Commercial Licensing Regulations 2015 (Controlled Activities) Rules 2021,
          (e) the address or addresses in the Abu Dhabi Global Market from which the applicant proposes to carry on the controlled activity, being:-
          i. in the case of an applicant incorporated under the laws of the Abu Dhabi Global Market, the applicant’s registered office, one or more branches located in the Abu Dhabi Global Market or both, or
          ii. in other cases, one or more branches located in the Abu Dhabi Global Market,
          (f) the name and address in the Abu Dhabi Global Market of every individual authorised to accept service of documents on behalf of the applicant’s branch,
          (g) a list of every individual who is to be appointed an authorised signatory of the applicant containing the following particulars with respect to each such individual—
          i. name,
          ii. any former name,
          iii. service address, which must be an address with the Abu Dhabi Global Market,
          iv. extent of the authority of any person falling within this paragraph ( g), including whether that person is authorised to act severally or jointly, and
          v. if an individual falling within this paragraph (g) is not authorised to act severally, the name of any individual with whom they are authorised to act, and
          (h) such other information as the Registrar may require for the purpose of deciding whether to grant a licence.

        • 3. Applications for licence (additional information for branch registration)

          (1) In addition to the information set out in Rule 2 a non-ADGM body corporate applying for a licence and to register a branch must provide to the Registrar the following information on the form prescribed by the Registrar from time to time—
          (a) if the applicant is registered in its jurisdiction of incorporation, the number under which it is registered,
          (b) a list of the applicant’s directors and partners, as applicable, and the information required by paragraph (3),
          (c) the applicant’s corporate objects or any other limitation on its legal capacity, if any,
          (d) in respect of the branch, the extent of the powers of the directors, officers and partners to represent the applicant in dealings with third parties and in legal proceedings, together with a statement as to whether they may act severally or must act jointly and, if jointly, the name of any other person concerned,
          (e) the full names and addresses of any shareholders of the applicant, including evidence acceptable to the Registrar, except if the applicant is a listed entity, and
          (f) a statement of the financial reporting obligations to which the applicant is subject under the laws of the applicant’s jurisdiction of incorporation, including the period for which the non-ADGM body corporate is required by law to prepare accounts and reports, the period allowed for their preparation and whether such accounts and reports are required by law to be publicly available free of charge.
          (2) An applicant for a licence that is a non-ADGM body corporate must also provide the following documents to the Registrar—
          (a) either—
          i. if the applicant is registered in its jurisdiction of incorporation and the registry in which the applicant is so registered issues certificates of good standing to registered bodies corporate that are in good standing, a certificate of good standing in respect of the applicant issued by such registry and dated no more than three months prior to the date on which the application for a licence is made, or
          ii. in other cases, such evidence as the Registrar may require that the applicant is in good standing in its jurisdiction of incorporation,
          (b) a certified copy of the applicant’s certificate of incorporation and any certificate amending the applicant’s certificate of incorporation,
          (c) a certified copy of the applicant’s constitutional documents, and
          (d) a certified copy (acceptable to the Registrar) of the applicant’s most recent accounts and reports, including a balance sheet, profit and loss account and (if the applicant is required by applicable law to have an auditor audit its accounts and reports) the auditor’s statement thereon, or
          (e) if the applicant is not required by applicable law to prepare financial statements and reports thereon (including an auditor’s report) such other evidence of financial credit worthiness as the Registrar may require,
          together with, if any of the above documents are wholly or partly written in a language other than English, translations into English certified by a translator acceptable to the Registrar.
          (3) The particulars referred to in paragraph (1)(b) are—
          (a) in the case of an individual—
          i. name,
          ii. any former name,
          iii. a service address,
          iv. usual residential address (should the registrar require),
          v. the country or state in which the individual is usually resident,
          vi. nationality,
          vii. business occupation (if any),
          viii. date of birth, and
          ix. date of appointment,
          (b) in the case of a body corporate—
          i. corporate or firm name,
          ii. registered or principal office,
          iii. the legal form of the body corporate and the law by which it is governed,
          iv. if applicable, the register in which it is entered (including details of the jurisdiction) and its registration number in that register, and
          v. date of appointment.

        • 4. Application for licence variation or renewal by existing licence holder

          A licence holder that is applying for a licence variation either in respect of a new controlled activity or a new business activity, or to renew his licence in anticipation of the licence holder’s existing licence expiring shall be subject to these Rules as a new applicant but shall not be obliged to provide the documents required by paragraph (2)(b) to (e) of Rule 3 if an officer of the licence holder provides to the Registrar, written confirmation that the documents previously filed with the Registrar and remain complete and current.

        • 5. Granting of licences

          (1) For the purposes of the Regulations, a licence may be granted in respect of a controlled activity if the applicant satisfies the Registrar that—
          (a) the proposed controlled activity is consistent with the objectives of the Abu Dhabi Global Market,
          (b) the applicant is sufficiently capitalised, skilled and qualified to carry on the controlled activities which the applicant proposes to carry on in for from the Abu Dhabi Global Market,
          (c) the legal form of the applicant is suitable to the controlled activities which the applicant proposes to carry on in or from the Abu Dhabi Global Market,
          (d) the registered office or branch from which the applicant proposes to carry on the controlled activity is suitable for such purposes, and
          (e) in the case of applicants who hold or have previously held a licence, the applicant has complied in all material respects with the conditions of such licence,
          (2) Applicants must also satisfy the conditions of licence specified in Rules 6 to 13, as applicable.
          (3) If the Registrar is satisfied that the requirements of the Regulations and these Rules are complied with, the Registrar may issue a certificate granting a licence to an applicant. The certificate shall state—
          (a) the name of the licence holder,
          (b) the legal form of the licence holder,
          (c) the name(s) of the authorised signatories of the licence holder, together with a statement as to whether they may act severally or must act jointly,
          (d) the controlled activity for which the licence holder is licensed and, where applicable, the business activity or business activities for which the licence holder is licensed,
          (e) the registered address from which the controlled activity may be carried on, and
          (f) the dates on which the licence is issued and expires.
          (4) Where a licence holder proposes to carry on a controlled activity from a branch in the Abu Dhabi Global Market, the Registrar may issue a certificate stating it has registered a branch in the Abu Dhabi Global Market.
          (5) The Registrar must cause to be published—
          (a) on its website, or
          (b) in accordance with section 988 of the Companies Regulations 2015,
          notice of the certificates issued pursuant to this Rule.

        • 6. General conditions of licence for all licence holders

          A licence holder must—
          (a) only carry out the controlled activity or business activity to which its licence relates from the address stated on its licence and maintain the right to use such premises for that purpose,
          (b) maintain compliance with—
          i. any obligation imposed from time to time upon him or his connected persons by or under any enactment (including the Regulations and these Rules) or any other law applicable in the Abu Dhabi Global Market, and
          ii. any licence, authorisation or approval requirement imposed by any Federal Law having application in the Abu Dhabi Global Market and to which the licence holder is subject in relation to his activities in the Abu Dhabi Global Market,
          (c) at all times put in place suitable arrangements to ensure that he will comply with the obligations referred to in paragraph (1)(b),
          (d) at all times maintain at least one (1) authorised signatory who holds a residency visa issued by a competent authority in the United Arab Emirates,
          (e) comply with the Business and Company Names Rules 2016,
          (e) comply with any other conditions and requirements specified in writing by the Registrar, and
          (f) have paid any fees and dues owed to the Registrar pursuant to the Regulations or any rules made thereunder.

        • 7. General conditions of licence for branches

          (1) A licence holder must, in any written communication originating in or from the Abu Dhabi Global Market or related to any activity of the body corporate carried on in or from the Abu Dhabi Global Market, state after its full legal name either the words "(ADGM branch of non-ADGM body corporate)" or the words "(ADGM branch)".
          (2) A licence holder must—
          (a) ensure that any obligation imposed from time to time upon him or his connected persons by or under any enactment (including the Regulations and these Rules), any other law applicable in the Abu Dhabi Global Market are complied with, and
          (b) at all times put in place suitable arrangements to ensure that he will comply with the obligations referred to in paragraph (2)(a).
          (3) A branch shall keep adequate accounting records with respect to all sums of money received and expended by the branch and all sales and purchases of goods and services and other transactions by the branch and the assets and liabilities of the branch. Such Records shall be sufficient to show and explain all transactions by the branch and must be such as to—
          (a) disclose with reasonable accuracy the financial position of the branch at any time, and
          (b) enable the directors to ensure that any accounts prepared by the branch comply with the requirements of these Rules.
          (4) The branch’s accounting Records shall be—
          (a) kept at the branch’s registered office,
          (b) preserved by the branch for at least ten years from the date on which they are made, and
          (c) at all reasonable times open to inspection by the directors of the relevant non-ADGM body corporate.
          (5) Not later than 14 days after the Registrar sends a written request to the branch’s registered office, the branch must deliver to the Registrar a copy of all requested accounting records.
          (6) A licence holder must within 14 days notify the Registrar of any decision to cease to carry on any controlled activity to which its licence relates from any address stated on its licence, by filing a branch deregistration application containing the prescribed information.
          (7) A licence holder must within one month of the change deliver to the Registrar a return containing details of any alteration to the information delivered under Rule 2(a), (b), (e), (f) and (g) and Rule 3(1).

        • 7A. Power to strike off branch on initiative of Registrar

          (1) If the Registrar has reasonable cause to believe that a branch has not been carrying on business or in operation, the Registrar may send to the licence holder and, if it is possible to do so, the branch, a communication inquiring whether the branch is carrying on business or in operation.
          (2) The communication must state that:
          (a) the licence holder or, if applicable, the branch have 14 days to respond to the Registrar; and
          (b) if an answer is not received, a notice will be published on the Registrar’s website stating that the Registrar proposes to strike off the branch from the register.
          (3) If, within 14 days after sending the communication, the Registrar:
          (a) receives a response to the effect that the branch is not carrying on business or in operation, or
          (b) does not receive any response,
          the Registrar may publish on the Registrar’s website a notice that, at the expiration of 14 days from the date of the notice, the name of the branch mentioned in it will, unless cause is shown to the contrary by representations made to the Registrar, be struck off the register.
          (4) At the expiration of 14 days from the date of the notice on the Registrar’s website, the Registrar may, unless cause to the contrary is shown by representations made to the Registrar, strike the branch’s name off the register.
          (5) The liability (if any) of every director, managing officer and member of the licence holder continues and may be enforced as if the branch’s name had not been struck off the register.

        • 8. Specific conditions of licence - legal services

          (1) This Rule sets out the conditions for an applicant to carry on the controlled activity of legal services and the ongoing requirements applicable to persons holding a licence to provide legal services.
          (2) The applicant must—
          (a) be licensed or authorised by an approved legal regulatory body to carry on activities of the kind which the applicant intends to carry on in the Abu Dhabi Global Market,
          (b) at all times maintain such licence or authorisation,
          (c) ensure that any obligation imposed from time to time upon him or his connected persons by or under any enactment (including the Regulations and these Rules), any other law applicable in the Abu Dhabi Global Market and any law applicable outside the Abu Dhabi Global Market to which he is subject, are complied with, and
          (d) at all times put in place suitable arrangements to ensure that he will comply with the obligations referred to in paragraph (2)(c).
          (3) The applicant and any connected person must not be subject to any of the following events—
          (a) imprisonment or any other penalty in criminal proceedings,
          (b) becoming and continuing to be unable to attend to the business of the applicant, and
          (c) abandonment of his business in the Abu Dhabi Global Market.
          (4) The applicant must comply with any other conditions and requirements specified in writing by the Registrar from time to time.

        • 9. Specific conditions of licence - accountancy services

          (1) This Rule sets out the conditions for an applicant to carry on the controlled activity of accountancy services and the ongoing requirements applicable to persons holding a licence to provide accountancy services.
          (2) The applicant must—
          (a) be licensed or authorised by an approved accountancy regulatory body to carry on activities of the kind which the applicant intends to carry on in the Abu Dhabi Global Market,
          (b) at all times maintain such licence or authorization,
          (c) ensure that any obligation imposed from time to time upon him or his connected persons by or under any enactment (including the Regulations and these Rules), any other law applicable in the Abu Dhabi Global Market and any law applicable outside the Abu Dhabi Global Market to which he is subject, are complied with, and
          (d) at all times put in place suitable arrangements to ensure that he will comply with the obligations referred to in paragraph (2)(c).
          (3) The applicant and any connected person must not be subject to any of the following events—
          (a) imprisonment or any other penalty in criminal proceedings,
          (b) becoming and continuing to be unable to attend to the business of the applicant, and
          (c) abandonment of his business in the Abu Dhabi Global Market.
          (4) The applicant must comply with any other conditions and requirements specified in writing by the Registrar from time to time.

        • 10. Specific conditions of licence - insolvency practitioner services

          (1) This Rule sets out the conditions for an applicant to carry on the controlled activity of insolvency practitioner services and the ongoing requirements applicable to persons holding a licence to provide insolvency practitioner services.
          (2) The applicant must—
          (a) be licensed or authorised by an approved insolvency practitioner regulatory body to carry on activities of the kind which the applicant intends to carry on in the Abu Dhabi Global Market,
          (b) at all times maintain such licence or authorisation,
          (c) ensure that any obligation imposed from time to time upon him or his connected persons by or under any enactment (including the Regulations and these Rules), any other law applicable in the Abu Dhabi Global Market and any law applicable outside the Abu Dhabi Global Market to which he is subject, are complied with, and
          (d) at all times put in place suitable arrangements to ensure that he will comply with the obligations referred to in paragraph (2)(c).
          (3) The applicant and any connected person must not be subject to any of the following events—
          (a) imprisonment or any other penalty in criminal proceedings,
          (b) becoming and continuing to be unable to attend to the business of the applicant, and
          (c) abandonment of his business in the Abu Dhabi Global Market.
          (4) The applicant must comply with any other conditions and requirements specified in writing by the Registrar from time to time.

        • 11. Specific conditions of licence - other economic activities: healthcare

          (1) This Rule sets out the conditions for an applicant to carry on other economic activities, encompassing any one or more of the following business activities, and the ongoing requirements applicable to persons holding a licence to provide healthcare services: provision of health services, including the practice of medicine and dentistry, operation of hospitals, clinics, care homes, nursing homes and other establishments providing health or social care services, and any other business activity related to healthcare governed by any Federal Law having application in the Abu Dhabi Global Market which requires the performance of the activity to be subject to licensing, authorisation or approval.
          (2) The applicant must—
          (a) be licensed or authorised by an approved healthcare regulatory body to carry on activities of the kind which the applicant intends to carry on in the Abu Dhabi Global Market,
          (b) at all times maintain such licence or authorisation,
          (c) ensure that any obligation imposed from time to time upon him or his connected persons by or under any enactment (including the Regulations and these Rules), any other law applicable in the Abu Dhabi Global Market and any law applicable outside the Abu Dhabi Global Market to which he is subject, are complied with, and
          (d) at all times put in place suitable arrangements to ensure that he will comply with the obligations referred to in paragraph (2)(c).
          (3) The applicant and any connected person must not be subject to any of the following events—
          (a) imprisonment or any other penalty in criminal proceedings,
          (b) becoming and continuing to be unable to attend to the business of the applicant, and
          (c) abandonment of his business in the Abu Dhabi Global Market.
          (4) The applicant must comply with any other conditions and requirements specified in writing by the Registrar from time to time.

        • 12. Specific conditions of licence - providing company services

          (1) This Rule sets out the conditions for an applicant to carry on the controlled activity of providing company services and the ongoing requirements applicable to persons holding a licence to provide company services.
          (2) Applicants for a license to provide company services must satisfy the Registrar that they meet, or upon grant of a licence will meet, the conditions set out in Schedule 1 to these Rules.
          (3) Licensed company service provider must comply with—
          (a) the conditions set out in Schedule 1 to these Rules,
          (b) all regulations and rules that are applicable to it, including but not limited to—
          (i) chapter 2 of Part 12 of the Companies Regulations 2020,
          (ii) sections 18, 18A and 18B of the Foundations Regulations 2017, and
          (iii) the Commercial Licensing Regulations 2015 (Client Money) Rules 2021,
          (c) the terms of its license and any other conditions, requirements or directions specified in writing by the Registrar from time to time, and
          (d) its policies, controls and procedures adopted to ensure compliance with such regulations, rules, requirements and directions.
          (4) Where a licensed company service provider is conducting activities outsourced to it under the UAE Economic Substance Regime, the licensed company service provider must have in place such additional policies, controls and procedures as are necessary or desirable as a consequence of that regime.
          (5) A company service provider must promptly notify the Registrar of an appointment of a director, partner or manager, who will manage the applicant’s affairs.
          (6) A company service provider may resign by giving notice in accordance with the relevant contractual obligations or, in the absence of any express contractual notice provision, by–
          (a) giving a minimum of 30 days’ notice of its intention to resign; and
          (b) filing a copy of such notice with the Registrar within 14 days of its delivery.
          (7) Where a company service provider ceases to act as the company service provider of a body corporate incorporated or registered in Abu Dhabi Global Market (whether because the company service provider has resigned or been replaced, its license to provide company services has been suspended or cancelled by the Registrar or otherwise), the company service provider must—
          (a) provide copies of all of its records related to such body corporate to the company service provider appointed by such body corporate as its company service provider (the “successor company service provider”), and
          (b) do all things necessary to –
          i. facilitate the appointment of the successor company service provider; and
          ii. enable the successor company service provider to transition into and commence discharging its duties and obligations as the company service provider of the body corporate.
          (8) The Registrar may require the licensed company service provider and such person (referred to in paragraph (5) above) to provide it with such further information as the Registrar reasonably considers necessary.

        • 13. Specific conditions of licence - special conditions for partnerships

          (1) Where persons propose to establish a partnership governed by the laws of the Abu Dhabi Global Market; either—
          (a) such persons, in the case of a partnership that does not have separate legal personality; or
          (b) the partnership, in the case of a partnership that has separate legal personality,
          shall apply for a licence in the name of the partnership.
          (2) No licence may be granted to a partnership that does not have separate legal personality unless the partnership has been formed pursuant to a written partnership agreement and the agreement has been registered with the Registrar by filing an application for registration in the form specified by the Registrar at the same time as the applicant submits an application for a licence under the Regulations. The partners of a partnership that does not have separate legal personality shall be jointly liable for compliance with these Rules and any applicable conditions of licence.
          (3) This Rule does not apply to an applicant which is a non-ADGM body corporate who shall be subject to the Regulations and these Rules as a non-ADGM body corporate.

        • 14. Designation of bodies

          The Registrar may specify a body as an approved accountancy regulatory body, an approved healthcare regulatory body, an approved insolvency practitioner regulatory body or an approved legal regulatory body generally or on a case-by-case basis or both.

        • 15. Commercial Licensing Regulations 2015 (Conditions of Licence and Branch Registration) Rules 2019

          The Commercial Licensing Regulations 2015 (Conditions of Licence and Branch Registration) Rules 2019 are repealed.

        • SCHEDULE 1 SCHEDULE 1 Conditions of Licence - Company service providers

          • Condition 1 - Fit and proper person

            1. The applicant is a body corporate and is a fit and proper person to hold a licence as a company service provider and every person who is, or is to be, a director, partner or manager of the applicant is a fit and proper person to hold that position.
            2. In determining whether an applicant is a fit and proper person to hold a licence as a company service provider, regard shall be had to–
            (a) the nature, scale and complexity of the activities of the applicant and any associated risks that those activities pose to the Abu Dhabi Global Market,
            (b) whether the applicant's business model will allow for its affairs and business to be conducted and managed in a sound and prudent manner, having regard in particular to the interests of consumers and the integrity of the Abu Dhabi Global Market,
            (c) whether the person who is, or is to be, a director, partner or manager of the applicant is a fit and proper person to hold that position,
            (d) any matter which may harm or may have harmed the integrity or the reputation of the Registrar or the Abu Dhabi Global Market, and
            (e) any other relevant matters.
            3. In determining whether an individual is a fit and proper person to hold a particular position with respect to the applicant, regard shall be had to–
            (a) their probity, competence, experience and soundness of judgement for fulfilling the responsibilities of that position,
            (b) the diligence with which they are fulfilling or likely to fulfil those responsibilities,
            (c) whether the interests of clients of the applicant are, or are likely to be, in any way threatened by them holding that position,
            (d) in the case of those who will manage the applicant’s affairs, their skills, experience, educational and professional qualifications, membership of professional or other relevant bodies and any evidence of their continuing professional education or development,
            (e) their knowledge and understanding of the legal and professional obligations to be assumed or undertaken, and
            (f) their record of compliance with legal obligations, with any professional obligations or with policies and procedures applicable to them.

          • Condition 2 – Policies, Procedures and Controls

            1. The applicant must establish and maintain compliance arrangements including policies, controls, processes and procedures that ensure and evidence, as far as reasonably practicable, compliance with all regulations, rules, guidance and instructions applicable to it.
            2. The applicant must have in place training to communicate those policies, controls and procedures, and any changes to them, to the applicant’s employees.
            3. The policies, controls and procedures must include–
            (1) risk management,
            (2) anti-money laundering, including customer due diligence,
            (3) the handling and segregation of client funds and assets,
            (4) record keeping, and
            (5) the monitoring and management of compliance with, and the internal communication of, such policies, controls and procedures.
            4. An applicant must, or upon the grant of a licence will, distinguish between the fees payable:
            (a) to the Registrar; and
            (b) to the applicant for its services,
            in all forms of communication, including the issuing of invoices, relating to any services offered or conducted by the applicant.

          • Condition 3 – Appropriate insurance cover

            1. An applicant must, or upon the grant of a licence will, maintain professional indemnity insurance cover that –
            (1) is appropriate to the nature and size of the applicant’s business; and
            (2) includes cover against negligence, errors or omissions by the applicant, and any liability for the acts of the applicant’s directors, officers and employees, adequate to manage the applicant’s business or intended business effectively and responsibly.

          • Condition 4 – Prudent business operation and adequate resources

            1. The applicant must conduct its business in a prudent manner.
            2. The applicant must maintain and be able to demonstrate the existence of adequate resources to conduct and manage its affairs. These include adequate financial and system resources as well as adequate and competent human resources.

      • COMMERCIAL LICENSING REGULATIONS 2015 (EXEMPTIONS) ORDER 2015

      • Commercial Licensing Regulations 2015 (Exemptions) Order 2015

        Click herehere to view PDF

      • Commercial Licensing Regulations 2015 (Exemptions) Order 2021

        Date of Adoption: 10 June 2021

        The Board of Directors of the Abu Dhabi Global Market, pursuant to section 8(1) of the Commercial Licensing Regulations 2015, hereby makes the following order:-

      • Commercial Licensing Regulations 2015 (Fees) Rules 2015

        Click herehere to view PDF

        • COMMERCIAL LICENSING REGULATIONS 2015 (FEES) RULES 2015

      • Commercial Licensing Regulations 2015 (Fees) Rules 2018

        Click herehere to view PDF

      • COMMERCIAL LICENSING REGULATIONS 2015 (FINES) RULES 2015

      • Commercial Licensing Regulations 2015 (Fees) Rules 2021

        Date of Adoption: 17 March 2021

        The Board of Directors of the Abu Dhabi Global Market, in implementation of section 16(8) of the Commercial Licensing Regulations 2015, hereby makes the following rules:-

      • Commercial Licensing Regulations 2015 (Fines) Rules 2015

        Click herehere to view PDF

      • Commercial Licensing Regulations 2015 (Fines) Rules 2020

        Date of Adoption: 2 June 2020

        The Board of Directors of the Abu Dhabi Global Market, in implementation of section 80 of the Commercial Licensing Regulations 2015, hereby makes the following rules:-

        • 1. Citation

          These Rules may be cited as the Commercial Licensing Regulations 2015 (Fines) Rules 2020.

        • 2. The standard fines scale

          (1) The following scale of fines is prescribed as the standard fines scale for the purposes of section 80 of the Commercial Licensing Regulations 2015:
          Level on the scale Amount of Fine (in US Dollars)
          1 150
          2 300
          3 5,000
          4 10,000
          5 15,000
          6 20,000
          7 25,000
          8 50,000
          (2) Where a provision of any enactment or subordinate legislation provides that a fine imposed may be 'up to' or 'not exceeding' a level specified on the standard fines scale, the amount of a fine imposed pursuant to that provision shall be the amount corresponding to that level in the standard fines scale, unless the body administering that fine decides that a fine of a lesser amount is justified in the circumstances.

        • 3. Commercial Licensing Regulations 2015 (Fines) Rules 2015

          The Commercial Licensing Regulations 2015 (Fines) Rules 2015 are repealed.

    • Companies Regulations Rules

      • Companies Regulations (Auditors) Rules 2021

        Date of Adoption: 25 August 2021

      • Companies Regulations (Model Articles) Rules 2015

        Date of Adoption: 12 April 2015

        The Board of Directors of Abu Dhabi Global Market, in exercise of the powers conferred by section 17 of the Companies Regulations 2015, hereby makes the following Rules: —

        • 1. Citation and commencement

          (1) These Rules may be cited as the Companies (Model Articles) Rules 2015.
          (2) These Rules shall come into force on the date of their publication.
          (3) Unless the context otherwise requires-a reference to a "Rule" or "Rules" is a reference to these rules and a reference to a numbered rule, Part or Schedule is to the rule, Part or Schedule.

        • 2. Model articles for private companies limited by shares

          Schedule 1 to these Rules prescribes the model articles of association for private companies limited by shares.

        • 3. Model articles for private companies limited by guarantee

          Schedule 2 to these Rules prescribes the model articles of association for private companies limited by guarantee.

        • 4. Model articles for public companies

          Schedule 3 to these Rules prescribes the model articles of association for public companies.

        • SCHEDULE 1 SCHEDULE 1 MODEL ARTICLES FOR PRIVATE COMPANIES LIMITED BY SHARES

          • PART 1 PART 1 INTERPRETATION AND LIMITATION OF LIABILITY

            • 1. Defined terms

              In the articles, unless the context requires otherwise —

              "articles" means the company's articles of association,

              "bankruptcy" includes insolvency proceedings in respect of an individual in any jurisdiction,

              "chairman" has the meaning given in article 12,

              "chairman of the meeting" has the meaning given in article 39,

              "Companies Regulations" means the Companies Regulations 2015,

              "director" means a director of the company, and includes any person occupying the position of director, by whatever name called,

              "distribution recipient" has the meaning given in article 31,

              "document" includes, unless otherwise specified, any document sent or supplied in electronic form,

              "electronic form" has the meaning given in section 1023 of the Companies Regulations,

              "fully paid" in relation to a share, means that the issue price to be paid to the company in respect of that share has been paid to the company,

              "hard copy form" has the meaning given in section 1023 of the Companies Regulations,

              "holder" in relation to shares means the person whose name is entered in the register of members as the holder of the shares,

              "instrument" means a document in hard copy form,

              "ordinary resolution" has the meaning given in section 298 of the Companies Regulations,

              "paid" means paid or credited as paid,

              "participate", in relation to a directors' meeting, has the meaning given in article 10,

              "proxy notice" has the meaning given in article 45,

              "shareholder" means a person who is the holder of a share,

              "shares" means shares in the company,

              "special resolution" has the meaning given in section 299 of the Companies Regulations,

              "subsidiary" has the meaning given in section 1015 of the Companies Regulations,

              "transmittee" means a person entitled to a share by reason of the death or bankruptcy of a shareholder or otherwise by operation of law, and

              "writing" means the representation or reproduction of words, symbols or other information in a visible form by any method or combination of methods, whether sent or supplied in electronic form or otherwise.

              Unless the context otherwise requires, other words or expressions contained in these articles bear the same meaning as in the Companies Regulations as in force on the date when these articles become binding on the company.

            • 2. Liability of members

              The liability of the members is limited to the amount, if any, unpaid on the shares held by them.

          • PART 2 PART 2 DIRECTORS

            • DIRECTORS' POWERS AND RESPONSIBILITIES

              • 3. Directors' general authority

                Subject to the articles, the directors are responsible for the management of the company's business, for which purpose they may exercise all the powers of the company.

              • 4. Shareholders' reserve power

                (1) The shareholders may, by special resolution, direct the directors to take, or refrain from taking, specified action.
                (2) No such special resolution invalidates anything which the directors have done before the passing of the resolution.

              • 5. Directors may delegate

                (1) Subject to the articles, the directors may delegate any of the powers which are conferred on them under the articles —
                (a) to such person or committee,
                (b) by such means (including by power of attorney),
                (c) to such an extent,
                (d) in relation to such matters or territories, and
                (e) on such terms and conditions,
                as they think fit.
                (2) If the directors so specify, any such delegation may authorise further delegation of the directors' powers by any person to whom they are delegated.
                (3) The directors may revoke any delegation in whole or part, or alter its terms and conditions.

              • 6. Committees

                (1) Committees to which the directors delegate any of their powers must follow procedures which are based as far as they are applicable on those provisions of the articles which govern the taking of decisions by directors.
                (2) The directors may make rules of procedure for all or any committees, which prevail over rules derived from the articles if they are not consistent with them.

            • DECISION-MAKING BY DIRECTORS

              • 7. Directors to take decisions collectively

                (1) The general rule about decision-making by directors is that any decision of the directors must be either a majority decision at a meeting or a decision taken in accordance with article 8.
                (2) If —
                (a) the company only has one director, and
                (b) no provision of the articles requires it to have more than one director,
                the general rule does not apply, and the director may take decisions without regard to any of the provisions of the articles relating to directors' decision-making.

              • 8. Unanimous decisions

                (1) A decision of the directors is taken in accordance with this article when all eligible directors indicate to each other by any means that they share a common view on a matter.
                (2) Such a decision may take the form of a resolution in writing, copies of which have been signed by each eligible director or to which each eligible director has otherwise indicated agreement in writing.
                (3) References in this article to eligible directors are to directors who would have been entitled to vote on the matter had it been proposed as a resolution at a directors' meeting.
                (4) A decision may not be taken in accordance with this article if the eligible directors would not have formed a quorum at such a meeting.

              • 9. Calling a directors' meeting

                (1) Any director may call a directors' meeting by giving notice of the meeting to the directors or by authorising the company secretary (if any) to give such notice.
                (2) Notice of any directors' meeting must indicate
                (a) its proposed date and time,
                (b) where it is to take place, and
                (c) if it is anticipated that directors participating in the meeting will not be in the same place, how it is proposed that they should communicate with each other during the meeting.
                (3) Notice of a directors' meeting must be given to each director, but need not be in writing.
                (4) Notice of a directors' meeting need not be given to directors who waive their entitlement to notice of that meeting, by giving notice to that effect to the company not more than 7 days after the date on which the meeting is held. Where such notice is given after the meeting has been held, that does not affect the validity of the meeting, or of any business conducted at it.

              • 10. Participation in directors' meetings

                (1) Subject to the articles, directors participate in a directors' meeting, or part of a directors' meeting, when —
                (a) the meeting has been called and takes place in accordance with the articles, and
                (b) they can each communicate to the others any information or opinions they have on any particular item of the business of the meeting.
                (2) In determining whether directors are participating in a directors' meeting, it is irrelevant where any director is or how they communicate with each other.
                (3) If all the directors participating in a meeting are not in the same place, they may decide that the meeting is to be treated as taking place wherever any of them is.

              • 11. Quorum for directors' meetings

                (1) At a directors' meeting, unless a quorum is participating, no proposal is to be voted on, except a proposal to call another meeting.
                (2) The quorum for directors' meetings may be fixed from time to time by a decision of the directors, but it must never be less than two, and unless otherwise fixed it is two.
                (3) If the total number of directors for the time being is less than the quorum required, the directors must not take any decision other than a decision —
                (a) to appoint further directors, or
                (b) to call a general meeting so as to enable the shareholders to appoint further directors.

              • 12. Chairing of directors' meetings

                (1) The directors may appoint a director to chair their meetings.
                (2) The person so appointed for the time being is known as the chairman.
                (3) The directors may terminate the chairman's appointment at any time.
                (4) If the chairman is not participating in a directors' meeting within ten minutes of the time at which it was to start, the participating directors must appoint one of themselves to chair it.

              • 13. Casting vote

                (1) If the numbers of votes for and against a proposal are equal, the chairman or other director chairing the meeting has a casting vote.
                (2) But this does not apply if, in accordance with the articles, the chairman or other director is not to be counted as participating in the decision-making process for quorum or voting purposes.

              • 14. Conflicts of interest

                (1) If a proposed decision of the directors is concerned with an actual or proposed transaction or arrangement with the company in which a director is interested, that director is not to be counted as participating in the decision-making process for quorum or voting purposes.
                (2) But if paragraph (3) applies, a director who is interested in an actual or proposed transaction or arrangement with the company is to be counted as participating in the decision-making process for quorum and voting purposes.
                (3) This paragraph applies when —
                (a) the company by ordinary resolution disapplies the provision of the articles which would otherwise prevent a director from being counted as participating in the decision-making process,
                (b) the director's interest cannot reasonably be regarded as likely to give rise to a conflict of interest, or
                (c) the director's conflict of interest arises from a permitted cause.
                (4) For the purposes of this article, the following are permitted causes —
                (a) a guarantee given, or to be given, by or to a director in respect of an obligation incurred by or on behalf of the company or any of its subsidiaries,
                (b) subscription, or an agreement to subscribe, for shares or other securities of the company or any of its subsidiaries, or to underwrite, sub-underwrite, or guarantee subscription for any such shares or securities, and
                (c) arrangements pursuant to which benefits are made available to employees and directors or former employees and directors of the company or any of its subsidiaries which do not provide special benefits for directors or former directors.
                (5) For the purposes of this article, references to proposed decisions and decision-making processes include any directors' meeting or part of a directors' meeting.
                (6) Subject to paragraph (7), if a question arises at a meeting of directors or of a committee of directors as to the right of a director to participate in the meeting (or part of the meeting) for voting or quorum purposes, the question may, before the conclusion of the meeting, be referred to the chairman whose ruling in relation to any director other than the chairman is to be final and conclusive.
                (7) If any question as to the right to participate in the meeting (or part of the meeting) should arise in respect of the chairman, the question is to be decided by a decision of the directors at that meeting, for which purpose the chairman is not to be counted as participating in the meeting (or that part of the meeting) for voting or quorum purposes.

              • 15. Records of decisions to be kept

                The directors must ensure that the company keeps a record, in writing, for at least 10 years from the date of the decision recorded, of every unanimous or majority decision taken by the directors.

              • 16. Directors' discretion to make further rules

                Subject to the articles, the directors may make any rule which they think fit about how they take decisions, and about how such rules are to be recorded or communicated to directors.

            • APPOINTMENT OF DIRECTORS

              • 17. Methods of appointing directors

                (1) Any person who is willing to act as a director, and is permitted by law to do so, may be appointed to be a director —
                (a) by ordinary resolution, or
                (b) by a decision of the directors.
                (2) In any case where, as a result of death, the company has no shareholders and no directors, the personal representatives of the last shareholder to have died have the right, by notice in writing, to appoint a person to be a director.
                (3) For the purposes of paragraph (2), where 2 or more shareholders die in circumstances rendering it uncertain who was the last to die, a younger shareholder is deemed to have survived an older shareholder.

              • 18. Termination of director's appointment

                A person ceases to be a director as soon as —

                (a) that person ceases to be a director by virtue of any provision of the Companies Regulations or is prohibited from being a director by law,
                (b) that person becomes bankrupt,
                (c) a composition is made with that person's creditors generally in satisfaction of that person's debts,
                (d) a registered medical practitioner who is treating that person gives a written opinion to the company stating that that person has become physically or mentally incapable of acting as a director and may remain so for more than three months,
                (e) by reason of that person's mental health, a court makes an order which wholly or partly prevents that person from personally exercising any powers or rights which that person would otherwise have,
                (f) notification is received by the company from the director that the director is resigning from office, and such resignation has taken effect in accordance with its terms.

              • 19. Directors' remuneration

                (1) Directors may undertake any services for the company that the directors decide.
                (2) Directors are entitled to such remuneration as the directors determine —
                (a) for their services to the company as directors, and
                (b) for any other service which they undertake for the company.
                (3) Subject to the articles, a director's remuneration may —
                (a) take any form, and
                (b) include any arrangements in connection with the payment of a pension, allowance or gratuity, or any death, sickness or disability benefits, to or in respect of that director.
                (4) Unless the directors decide otherwise, directors' remuneration accrues from day to day.
                (5) Unless the directors decide otherwise, directors are not accountable to the company for any remuneration which they receive as directors or other officers or employees of the company's subsidiaries or of any other body corporate in which the company is interested.

              • 20. Directors' expenses

                The company may pay any reasonable expenses which the directors properly incur in connection with their attendance at —

                (a) meetings of directors or committees of directors,
                (b) general meetings, or
                (c) separate meetings of the holders of any class of shares or of debentures of the company,

                or otherwise in connection with the exercise of their powers and the discharge of their responsibilities in relation to the company.

          • PART 3 PART 3 SHARES AND DISTRIBUTIONS

            • SHARES

              • 21. All shares to be fully paid up

                (1) No share is to be issued for less than the issue price to be paid to the company in consideration for its issue.
                (2) This does not apply to shares taken on the formation of the company by the subscribers to the company's memorandum.

              • 22. Powers to issue different classes of share

                (1) Subject to the articles, but without prejudice to the rights attached to any existing share, the company may issue shares with such rights or restrictions as may be determined by ordinary resolution.
                (2) The company may issue shares which are to be redeemed, or are liable to be redeemed at the option of the company or the holder, and the directors may determine the terms, conditions and manner of redemption of any such shares.

              • 23. Company not bound by less than absolute interests

                Except as required by law, no person is to be recognised by the company as holding any share upon any trust, and except as otherwise required by law or the articles, the company is not in any way to be bound by or recognise any interest in a share other than the holder's absolute ownership of it and all the rights attaching to it.

              • 24. Share certificates

                (1) The company must issue each shareholder, free of charge, with one or more certificates in respect of the shares which that shareholder holds.
                (2) Every certificate must specify —
                (a) in respect of how many shares, of what class, it is issued,
                (b) the issue price of those shares,
                (c) that the shares are fully paid, and
                (d) any distinguishing numbers assigned to them.
                (3) No certificate may be issued in respect of shares of more than one class.
                (4) If more than one person holds a share, only one certificate may be issued in respect of it.
                (5) Certificates must —
                (a) have affixed to them the company's common seal, or
                (b) be otherwise executed in accordance with the Companies Regulations.

              • 25. Replacement share certificates

                (1) If a certificate issued in respect of a shareholder's shares is —
                (a) damaged or defaced, or
                (b) said to be lost, stolen or destroyed,
                that shareholder is entitled to be issued with a replacement certificate in respect of the same shares.
                (2) A shareholder exercising the right to be issued with such a replacement certificate —
                (a) may at the same time exercise the right to be issued with a single certificate or separate certificates,
                (b) must return the certificate which is to be replaced to the company if it is damaged or defaced, and
                (c) must comply with such conditions as to evidence, indemnity and the payment of a reasonable fee as the directors decide.

              • 26. Share transfers

                (1) Shares may be transferred by means of an instrument of transfer in any usual form or any other form approved by the directors, which is executed by or on behalf of the transferor.
                (2) No fee may be charged for registering any instrument of transfer or other document relating to or affecting the title to any share.
                (3) The company may retain any instrument of transfer which is registered.
                (4) The transferor remains the holder of a share until the transferee's name is entered in the register of members as holder of it.
                (5) The directors may refuse to register the transfer of a share, and if they do so, the instrument of transfer must be returned to the transferee with the notice of refusal unless they suspect that the proposed transfer may be fraudulent.

              • 27. Transmission of shares

                (1) If title to a share passes to a transmittee, the company may only recognise the transmittee as having any title to that share.
                (2) A transmittee who produces such evidence of entitlement to shares as the directors may properly require —
                (a) may, subject to the articles, choose either to become the holder of those shares or to have them transferred to another person, and
                (b) subject to the articles, and pending any transfer of the shares to another person, has the same rights as the holder had.
                (3) But transmittees do not have the right to attend or vote at a general meeting, or agree to a proposed written resolution, in respect of shares to which they are entitled, by reason of the holder's death or bankruptcy or otherwise, unless they become the holders of those shares.

              • 28. Exercise of transmittees' rights

                (1) Transmittees who wish to become the holders of shares to which they have become entitled must notify the company in writing of that wish.
                (2) If the transmittee wishes to have a share transferred to another person, the transmittee must execute an instrument of transfer in respect of it.
                (3) Any transfer made or executed under this article is to be treated as if it were made or executed by the person from whom the transmittee has derived rights in respect of the share, and as if the event which gave rise to the transmission had not occurred.

              • 29. Transmittees bound by prior notices

                If a notice is given to a shareholder in respect of shares and a transmittee is entitled to those shares, the transmittee is bound by the notice if it was given to the shareholder before the transmittee's name has been entered in the register of members.

            • DIVIDENDS AND OTHER DISTRIBUTIONS

              • 30. Procedure for declaring dividends

                (1) The company may by ordinary resolution declare dividends, and the directors may decide to pay interim dividends.
                (2) A dividend must not be declared unless the directors have made a recommendation as to its amount. Such a dividend must not exceed the amount recommended by the directors.
                (3) No dividend may be declared or paid unless it is in accordance with shareholders' respective rights.
                (4) Unless the shareholders' resolution to declare or directors' decision to pay a dividend, or the terms on which shares are issued, specify otherwise, it must be paid by reference to each shareholder's holding of shares on the date of the resolution or decision to declare or pay it.
                (5) If the company's share capital is divided into different classes, no interim dividend may be paid on shares carrying deferred or non-preferred rights if, at the time of payment, any preferential dividend is in arrear.
                (6) The directors may pay at intervals any dividend payable at a fixed rate if it appears to them that the profits available for distribution justify the payment.
                (7) If the directors act in good faith, they do not incur any liability to the holders of shares conferring preferred rights for any loss they may suffer by the lawful payment of an interim dividend on shares with deferred or non-preferred rights.

              • 31. Payment of dividends and other distributions

                (1) Where a dividend or other sum which is a distribution is payable in respect of a share, it must be paid by one or more of the following means —
                (a) transfer to a bank account specified by the distribution recipient either in writing or as the directors may otherwise decide,
                (b) sending a cheque made payable to the distribution recipient by post to the distribution recipient at the distribution recipient's registered address (if the distribution recipient is a holder of the share), or (in any other case) to an address specified by the distribution recipient either in writing or as the directors may otherwise decide,
                (c) sending a cheque made payable to such person by post to such person at such address as the distribution recipient has specified either in writing or as the directors may otherwise decide, or
                (d) any other means of payment as the directors agree with the distribution recipient either in writing or by such other means as the directors decide.
                (2) In the articles, "the distribution recipient" means, in respect of a share in respect of which a dividend or other sum is payable —
                (a) the holder of the share, or
                (b) if the share has two or more joint holders, whichever of them is named first in the register of members, or
                (c) if the holder is no longer entitled to the share by reason of death or bankruptcy, or otherwise by operation of law, the transmittee.

              • 32. No interest on distributions

                The company may not pay interest on any dividend or other sum payable in respect of a share unless otherwise provided by —

                (a) the terms on which the share was issued, or
                (b) the provisions of another agreement between the holder of that share and the company.

              • 33. Unclaimed distributions

                (1) All dividends or other sums which are —
                (a) payable in respect of shares, and
                (b) unclaimed after having been declared or become payable,
                may be invested or otherwise made use of by the directors for the benefit of the company until claimed.
                (2) The payment of any such dividend or other sum into a separate account does not make the company a trustee in respect of it.
                (3) If —
                (a) twelve years have passed from the date on which a dividend or other sum became due for payment, and
                (b) the distribution recipient has not claimed it,
                the distribution recipient is no longer entitled to that dividend or other sum and it ceases to remain owing by the company.

              • 34. Non-cash distributions

                (1) Subject to the terms of issue of the share in question, the company may, by ordinary resolution on the recommendation of the directors, decide to pay all or part of a dividend or other distribution payable in respect of a share by transferring non-cash assets of equivalent value (including, without limitation, shares or other securities in any company).
                (2) For the purposes of paying a non-cash distribution, the directors may make whatever arrangements they think fit, including, where any difficulty arises regarding the distribution —
                (a) fixing the value of any assets,
                (b) paying cash to any distribution recipient on the basis of that value in order to adjust the rights of recipients, and
                (c) vesting any assets in trustees.

              • 35. Waiver of distributions

                Distribution recipients may waive their entitlement to a dividend or other distribution payable in respect of a share by giving the company notice in writing to that effect, but if —

                (a) the share has more than one holder, or
                (b) more than one person is entitled to the share, whether by reason of the death or bankruptcy of one or more joint holders, or otherwise,

                the notice is not effective unless it is expressed to be given, and signed, by all the holders or persons otherwise entitled to the share.

            • CAPITALISATION OF PROFITS

              • 36. Authority to capitalise and appropriation of capitalised sums

                (1) Subject to the articles, the directors may, if they are so authorised by an ordinary resolution —
                (a) decide to capitalise any profits of the company (whether or not they are available for distribution) which are not required for paying a preferential dividend, or any sum standing to the credit of the company's capital redemption reserve, and
                (b) appropriate any sum which they so decide to capitalise (a "capitalised sum") to the persons who would have been entitled to it if it were distributed by way of dividend (the "persons entitled") and in the same proportions.
                (2) Capitalised sums must be applied —
                (a) on behalf of the persons entitled, and
                (b) in the same proportions as a dividend would have been distributed to them.
                (3) Any capitalised sum may be applied in paying up new shares of an issue price equal to the capitalised sum which are then allotted credited as fully paid to the persons entitled or as they may direct.
                (4) A capitalised sum which was appropriated from profits available for distribution may be applied in paying up new debentures of the company which are then allotted credited as fully paid to the persons entitled or as they may direct.
                (5) Subject to the articles the directors may —
                (a) apply capitalised sums in accordance with paragraphs (3) and (4) partly in one way and partly in another,
                (b) make such arrangements as they think fit to deal with shares or debentures becoming distributable in fractions under this article (including the issuing of fractional certificates or the making of cash payments), and
                (c) authorise any person to enter into an agreement with the company on behalf of all the persons entitled which is binding on them in respect of the allotment of shares and debentures to them under this article.

          • PART 4 PART 4 DECISION-MAKING BY SHAREHOLDERS

            • ORGANISATION OF GENERAL MEETINGS

              • 37. Attendance and speaking at general meetings

                (1) A person is able to exercise the right to speak at a general meeting when that person is in a position to communicate to all those attending the meeting, during the meeting, any information or opinions which that person has on the business of the meeting.
                (2) A person is able to exercise the right to vote at a general meeting when —
                (a) that person is able to vote, during the meeting, on resolutions put to the vote at the meeting, and
                (b) that person's vote can be taken into account in determining whether or not such resolutions are passed at the same time as the votes of all the other persons attending the meeting.
                (3) The directors may make whatever arrangements they consider appropriate to enable those attending a general meeting to exercise their rights to speak or vote at it.
                (4) In determining attendance at a general meeting, it is immaterial whether any two or more members attending it are in the same place as each other.
                (5) Two or more persons who are not in the same place as each other attend a general meeting if their circumstances are such that if they have (or were to have) rights to speak and vote at that meeting, they are (or would be) able to exercise them.

              • 38. Quorum for general meetings

                No business other than the appointment of the chairman of the meeting is to be transacted at a general meeting if the persons attending it do not constitute a quorum.

              • 39. Chairing general meetings

                (1) If the directors have appointed a chairman, the chairman shall chair general meetings if present and willing to do so.
                (2) If the directors have not appointed a chairman, or if the chairman is unwilling to chair the meeting or is not present within ten minutes of the time at which a meeting was due to start —
                (a) the directors present, or
                (b) (if no directors are present), the meeting,
                must appoint a director or shareholder to chair the meeting, and the appointment of the chairman of the meeting must be the first business of the meeting.
                (3) The person chairing a meeting in accordance with this article is referred to as "the chairman of the meeting".

              • 40. Attendance and speaking by directors and non-shareholders

                (1) Directors may attend and speak at general meetings, whether or not they are shareholders.
                (2) The chairman of the meeting may permit other persons who are not —
                (a) shareholders of the company, or
                (b) otherwise entitled to exercise the rights of shareholders in relation to general meetings, to attend and speak at a general meeting.

              • 41. Adjournment

                (1) If the persons attending a general meeting within half an hour of the time at which the meeting was due to start do not constitute a quorum, or if during a meeting a quorum ceases to be present, the chairman of the meeting must adjourn it.
                (2) The chairman of the meeting may adjourn a general meeting at which a quorum is present if —
                (a) the meeting consents to an adjournment, or
                (b) it appears to the chairman of the meeting that an adjournment is necessary to protect the safety of any person attending the meeting or ensure that the business of the meeting is conducted in an orderly manner.
                (3) The chairman of the meeting must adjourn a general meeting if directed to do so by the meeting.
                (4) When adjourning a general meeting, the chairman of the meeting must —
                (a) either specify the time and place to which it is adjourned or state that it is to continue at a time and place to be fixed by the directors, and
                (b) have regard to any directions as to the time and place of any adjournment which have been given by the meeting.
                (5) If the continuation of an adjourned meeting is to take place more than 14 days after it was adjourned, the company must give at least 7 clear days' notice of it (that is, excluding the day of the adjourned meeting and the day on which the notice is given) —
                (a) to the same persons to whom notice of the company's general meetings is required to be given, and
                (b) containing the same information which such notice is required to contain.
                (6) No business may be transacted at an adjourned general meeting which could not properly have been transacted at the meeting if the adjournment had not taken place.

            • VOTING AT GENERAL MEETINGS

              • 42. Voting: general

                A resolution put to the vote of a general meeting must be decided on a show of hands unless a poll is duly demanded in accordance with the articles.

              • 43. Errors and disputes

                (1) No objection may be raised to the qualification of any person voting at a general meeting except at the meeting or adjourned meeting at which the vote objected to is tendered, and every vote not disallowed at the meeting is valid.
                (2) Any such objection must be referred to the chairman of the meeting, whose decision is final.

              • 44. Poll votes

                (1) A poll on a resolution may be demanded —
                (a) in advance of the general meeting where it is to be put to the vote, or
                (b) at a general meeting, either before a show of hands on that resolution or immediately after the result of a show of hands on that resolution is declared.
                (2) A poll may be demanded by —
                (a) the chairman of the meeting,
                (b) the directors,
                (c) two or more persons having the right to vote on the resolution, or
                (d) a person or persons representing not less than one tenth of the total voting rights of all the shareholders having the right to vote on the resolution.
                (3) A demand for a poll may be withdrawn if —
                (a) the poll has not yet been taken, and
                (b) the chairman of the meeting consents to the withdrawal.
                (4) Polls must be taken immediately and in such manner as the chairman of the meeting directs.

              • 45. Content of proxy notices

                (1) Proxies may only validly be appointed by a notice in writing (a "proxy notice") which —
                (a) states the name and address of the shareholder appointing the proxy,
                (b) identifies the person appointed to be that shareholder's proxy and the general meeting in relation to which that person is appointed,
                (c) is signed by or on behalf of the shareholder appointing the proxy, or is authenticated in such manner as the directors may determine, and
                (d) is delivered to the company in accordance with the articles and any instructions contained in the notice of the general meeting to which they relate.
                (2) The company may require proxy notices to be delivered in a particular form, and may specify different forms for different purposes.
                (3) Proxy notices may specify how the proxy appointed under them is to vote (or that the proxy is to abstain from voting) on one or more resolutions.
                (4) Unless a proxy notice indicates otherwise, it must be treated as —
                (a) allowing the person appointed under it as a proxy discretion as to how to vote on any ancillary or procedural resolutions put to the meeting, and
                (b) appointing that person as a proxy in relation to any adjournment of the general meeting to which it relates as well as the meeting itself.

              • 46. Delivery of proxy notices

                (1) A person who is entitled to attend, speak or vote (either on a show of hands or on a poll) at a general meeting remains so entitled in respect of that meeting or any adjournment of it, even though a valid proxy notice has been delivered to the company by or on behalf of that person.
                (2) An appointment under a proxy notice may be revoked by delivering to the company a notice in writing given by or on behalf of the person by whom or on whose behalf the proxy notice was given.
                (3) A notice revoking a proxy appointment only takes effect if it is delivered before the start of the meeting or adjourned meeting to which it relates.
                (4) If a proxy notice is not executed by the person appointing the proxy, it must be accompanied by written evidence of the authority of the person who executed it to execute it on the appointor's behalf.

              • 47. Amendments to resolutions

                (1) An ordinary resolution to be proposed at a general meeting may be amended by ordinary resolution if —
                (a) notice of the proposed amendment is given to the company in writing by a person entitled to vote at the general meeting at which it is to be proposed not less than 48 hours before the meeting is to take place (or such later time as the chairman of the meeting may determine), and
                (b) the proposed amendment does not, in the reasonable opinion of the chairman of the meeting, materially alter the scope of the resolution.
                (2) A special resolution to be proposed at a general meeting may be amended by ordinary resolution, if —
                (a) the chairman of the meeting proposes the amendment at the general meeting at which the resolution is to be proposed, and
                (b) the amendment does not go beyond what is necessary to correct a grammatical or other non-substantive error in the resolution.
                (3) If the chairman of the meeting, acting in good faith, wrongly decides that an amendment to a resolution is out of order, the chairman's error does not invalidate the vote on that resolution.

          • PART 5 PART 5 ADMINISTRATIVE ARRANGEMENTS

            • 48. Means of communication to be used

              (1) Subject to the articles, anything sent or supplied by or to the company under the articles may be sent or supplied in any way in which the Companies Regulations provides for documents or information which are authorised or required by any provision of the Companies Regulations to be sent or supplied by or to the company.
              (2) Subject to the articles, any notice or document to be sent or supplied to a director in connection with the taking of decisions by directors may also be sent or supplied by the means by which that director has asked to be sent or supplied with such notices or documents for the time being.
              (3) A director may agree with the company that notices or documents sent to that director in a particular way are to be deemed to have been received within a specified time of their being sent, and for the specified time to be less than 48 hours.

            • 49. Company seals

              (1) Any common seal may only be used by the authority of the directors.
              (2) The directors may decide by what means and in what form any common seal is to be used.
              (3) Unless otherwise decided by the directors, if the company has a common seal and it is affixed to a document, the document must also be signed by at least one authorised person in the presence of a witness who attests the signature.
              (4) For the purposes of this article, an authorised person is —
              (a) any director of the company,
              (b) the company secretary (if any), or
              (c) any person authorised by the directors for the purpose of signing documents to which the common seal is applied.

            • 50. No right to inspect accounts and other records

              Except as provided by law or authorised by the directors or an ordinary resolution of the company, no person is entitled to inspect any of the company's accounting or other records or documents merely by virtue of being a shareholder.

            • 51. Provision for employees on cessation of business

              The directors may decide to make provision for the benefit of persons employed or formerly employed by the company or any of its subsidiaries (other than a director or former director or shadow director) in connection with the cessation or transfer to any person of the whole or part of the undertaking of the company or that subsidiary.

            • DIRECTORS' INDEMNITY AND INSURANCE

              • 52. Indemnity

                (1) Subject to paragraph (2), a relevant director of the company or an associated company may be indemnified out of the company's assets against —
                (a) any liability incurred by that director in connection with any negligence, default, breach of duty or breach of trust in relation to the company or an associated company,
                (b) any liability incurred by that director in connection with the activities of the company or an associated company in its capacity as a trustee of an occupational pension scheme (as defined in section 222(6) of the Companies Regulations),
                (c) any other liability incurred by that director as an officer of the company or an associated company.
                (2) This article does not authorise any indemnity which would be prohibited or rendered void by any provision of the Companies Regulations or by any other provision of law.
                (3) In this article —
                (a) companies are associated if one is a subsidiary of the other or both are subsidiaries of the same body corporate, and
                (b) a "relevant director" means any director or former director of the company or an associated company.

              • 53. Insurance

                (1) The directors may decide to purchase and maintain insurance, at the expense of the company, for the benefit of any relevant director in respect of any relevant loss.
                (2) In this article —
                (a) a "relevant director" means any director or former director of the company or an associated company,
                (b) a "relevant loss" means any loss or liability which has been or may be incurred by a relevant director in connection with that director's duties or powers in relation to the company, any associated company or any pension fund or employees' share scheme of the company or associated company, and
                (c) companies are associated if one is a subsidiary of the other or both are subsidiaries of the same body corporate.

        • SCHEDULE 2 SCHEDULE 2 MODEL ARTICLES FOR PRIVATE COMPANIES LIMITED BY GUARANTEE

          • PART 1 PART 1 INTERPRETATION AND LIMITATION OF LIABILITY

            • 1. Defined terms

              In the articles, unless the context requires otherwise —

              "articles" means the company's articles of association,

              "bankruptcy" includes individual insolvency proceedings in any jurisdiction,

              "chairman" has the meaning given in article 12,

              "chairman of the meeting" has the meaning given in article 25,

              "Companies Regulations" means the Companies Regulations 2015,

              "director" means a director of the company, and includes any person occupying the position of director, by whatever name called,

              "document" includes, unless otherwise specified, any document sent or supplied in electronic form,

              "electronic form" has the meaning given in section 1023 of the Companies Regulations,

              "member" has the meaning given in section 117 of the Companies Regulations,

              "ordinary resolution" has the meaning given in section 298 of the Companies Regulations,

              "participate", in relation to a directors' meeting, has the meaning given in article 10,

              "proxy notice" has the meaning given in article 38,

              "special resolution" has the meaning given in section 299 of the Companies Regulations,

              "subsidiary" has the meaning given in section 1015 of the Companies Regulations, and

              "writing" means the representation or reproduction of words, symbols or other information in a visible form by any method or combination of methods, whether sent or supplied in electronic form or otherwise.

              Unless the context otherwise requires, other words or expressions contained in these articles bear the same meaning as in the Companies Regulations as in force on the date when these articles become binding on the company.

            • 2. Liability of members

              The liability of each member is limited to US$1, being the amount that each member undertakes to contribute to the assets of the company in the event of its being wound up while he is a member or within one year after he ceases to be a member, for —

              (a) payment of the company's debts and liabilities contracted before he ceases to be a member,
              (b) payment of the costs, charges and expenses of winding up, and
              (c) adjustment of the rights of the contributories among themselves.

          • PART 2 PART 2 DIRECTORS

            • DIRECTORS' POWERS AND RESPONSIBILITIES

              • 3. Directors' general authority

                Subject to the articles, the directors are responsible for the management of the company's business, for which purpose they may exercise all the powers of the company.

              • 4. Members' reserve power

                (1) The members may, by special resolution, direct the directors to take, or refrain from taking, specified action.
                (2) No such special resolution invalidates anything which the directors have done before the passing of the resolution.

              • 5. Directors may delegate

                (1) Subject to the articles, the directors may delegate any of the powers which are conferred on them under the articles —
                (a) to such person or committee,
                (b) by such means (including by power of attorney),
                (c) to such an extent,
                (d) in relation to such matters or territories, and
                (e) on such terms and conditions,
                as they think fit.
                (2) If the directors so specify, any such delegation may authorise further delegation of the directors' powers by any person to whom they are delegated.
                (3) The directors may revoke any delegation in whole or part, or alter its terms and conditions.

              • 6. Committees

                (1) Committees to which the directors delegate any of their powers must follow procedures which are based as far as they are applicable on those provisions of the articles which govern the taking of decisions by directors.
                (2) The directors may make rules of procedure for all or any committees, which prevail over rules derived from the articles if they are not consistent with them.

            • DECISION-MAKING BY DIRECTORS

              • 7. Directors to take decisions collectively

                (1) The general rule about decision-making by directors is that any decision of the directors must be either a majority decision at a meeting or a decision taken in accordance with article 8.
                (2) If —
                (a) the company only has one director, and
                (b) no provision of the articles requires it to have more than one director,
                the general rule does not apply, and the director may take decisions without regard to any of the provisions of the articles relating to directors' decision-making.

              • 8. Unanimous decisions

                (1) A decision of the directors is taken in accordance with this article when all eligible directors indicate to each other by any means that they share a common view on a matter.
                (2) Such a decision may take the form of a resolution in writing, copies of which have been signed by each eligible director or to which each eligible director has otherwise indicated agreement in writing.
                (3) References in this article to eligible directors are to directors who would have been entitled to vote on the matter had it been proposed as a resolution at a directors' meeting.
                (4) A decision may not be taken in accordance with this article if the eligible directors would not have formed a quorum at such a meeting.

              • 9. Calling a directors' meeting

                (1) Any director may call a directors' meeting by giving notice of the meeting to the directors or by authorising the company secretary (if any) to give such notice.
                (2) Notice of any directors' meeting must indicate —
                (a) its proposed date and time,
                (b) where it is to take place, and
                (c) if it is anticipated that directors participating in the meeting will not be in the same place, how it is proposed that they should communicate with each other during the meeting.
                (3) Notice of a directors' meeting must be given to each director, but need not be in writing.
                (4) Notice of a directors' meeting need not be given to directors who waive their entitlement to notice of that meeting, by giving notice to that effect to the company not more than 7 days after the date on which the meeting is held. Where such notice is given after the meeting has been held, that does not affect the validity of the meeting, or of any business conducted at it.

              • 10. Participation in directors' meetings

                (1) Subject to the articles, directors participate in a directors' meeting, or part of a directors' meeting, when —
                (a) the meeting has been called and takes place in accordance with the articles, and
                (b) they can each communicate to the others any information or opinions they have on any particular item of the business of the meeting.
                (2) In determining whether directors are participating in a directors' meeting, it is irrelevant where any director is or how they communicate with each other.
                (3) If all the directors participating in a meeting are not in the same place, they may decide that the meeting is to be treated as taking place wherever any of them is.

              • 11. Quorum for directors' meetings

                (1) At a directors' meeting, unless a quorum is participating, no proposal is to be voted on, except a proposal to call another meeting.
                (2) The quorum for directors' meetings may be fixed from time to time by a decision of the directors, but it must never be less than two, and unless otherwise fixed it is two.
                (3) If the total number of directors for the time being is less than the quorum required, the directors must not take any decision other than a decision —
                (a) to appoint further directors, or
                (b) to call a general meeting so as to enable the members to appoint further directors.

              • 12. Chairing of directors' meetings

                (1) The directors may appoint a director to chair their meetings.
                (2) The person so appointed for the time being is known as the chairman.
                (3) The directors may terminate the chairman's appointment at any time.
                (4) If the chairman is not participating in a directors' meeting within ten minutes of the time at which it was to start, the participating directors must appoint one of themselves to chair it.

              • 13. Casting vote

                (1) If the numbers of votes for and against a proposal are equal, the chairman or other director chairing the meeting has a casting vote.
                (2) But this does not apply if, in accordance with the articles, the chairman or other director is not to be counted as participating in the decision-making process for quorum or voting purposes.

              • 14. Conflicts of interest

                (1) If a proposed decision of the directors is concerned with an actual or proposed transaction or arrangement with the company in which a director is interested, that director is not to be counted as participating in the decision-making process for quorum or voting purposes.
                (2) But if paragraph (3) applies, a director who is interested in an actual or proposed transaction or arrangement with the company is to be counted as participating in the decision-making process for quorum and voting purposes.
                (3) This paragraph applies when —
                (a) the company by ordinary resolution disapplies the provision of the articles which would otherwise prevent a director from being counted as participating in the decision-making process,
                (b) the director's interest cannot reasonably be regarded as likely to give rise to a conflict of interest, or
                (c) the director's conflict of interest arises from a permitted cause.
                (4) For the purposes of this article, the following are permitted causes —
                (a) a guarantee given, or to be given, by or to a director in respect of an obligation incurred by or on behalf of the company or any of its subsidiaries,
                (b) subscription, or an agreement to subscribe, for securities of the company or any of its subsidiaries, or to underwrite, sub-underwrite, or guarantee subscription for any such securities, and
                (c) arrangements pursuant to which benefits are made available to employees and directors or former employees and directors of the company or any of its subsidiaries which do not provide special benefits for directors or former directors.
                (5) For the purposes of this article, references to proposed decisions and decision-making processes include any directors' meeting or part of a directors' meeting.
                (6) Subject to paragraph (7), if a question arises at a meeting of directors or of a committee of directors as to the right of a director to participate in the meeting (or part of the meeting) for voting or quorum purposes, the question may, before the conclusion of the meeting, be referred to the chairman whose ruling in relation to any director other than the chairman is to be final and conclusive.
                (7) If any question as to the right to participate in the meeting (or part of the meeting) should arise in respect of the chairman, the question is to be decided by a decision of the directors at that meeting, for which purpose the chairman is not to be counted as participating in the meeting (or that part of the meeting) for voting or quorum purposes.

              • 15. Records of decisions to be kept

                The directors must ensure that the company keeps a record, in writing, for at least 10 years from the date of the decision recorded, of every unanimous or majority decision taken by the directors.

              • 16. Directors' discretion to make further rules

                Subject to the articles, the directors may make any rule which they think fit about how they take decisions, and about how such rules are to be recorded or communicated to directors.

            • APPOINTMENT OF DIRECTORS

              • 17. Methods of appointing directors

                (1) Any person who is willing to act as a director, and is permitted by law to do so, may be appointed to be a director —
                (a) by ordinary resolution, or
                (b) by a decision of the directors.
                (2) In any case where, as a result of death, the company has no members and no directors, the personal representatives of the last member to have died have the right, by notice in writing, to appoint a person to be a director.
                (3) For the purposes of paragraph (2), where 2 or more members die in circumstances rendering it uncertain who was the last to die, a younger member is deemed to have survived an older member.

              • 18. Termination of director's appointment

                A person ceases to be a director as soon as —

                (a) that person ceases to be a director by virtue of any provision of the Companies Regulations or is prohibited from being a director by law,
                (b) that person becomes bankrupt,
                (c) a composition is made with that person's creditors generally in satisfaction of that person's debts,
                (d) a registered medical practitioner who is treating that person gives a written opinion to the company stating that that person has become physically or mentally incapable of acting as a director and may remain so for more than three months,
                (e) by reason of that person's mental health, a court makes an order which wholly or partly prevents that person from personally exercising any powers or rights which that person would otherwise have,
                (f) notification is received by the company from the director that the director is resigning from office, and such resignation has taken effect in accordance with its terms.

              • 19. Directors' remuneration

                (1) Directors may undertake any services for the company that the directors decide.
                (2) Directors are entitled to such remuneration as the directors determine —
                (a) for their services to the company as directors, and
                (b) for any other service which they undertake for the company.
                (3) Subject to the articles, a director's remuneration may —
                (a) take any form, and
                (b) include any arrangements in connection with the payment of a pension, allowance or gratuity, or any death, sickness or disability benefits, to or in respect of that director.
                (4) Unless the directors decide otherwise, directors' remuneration accrues from day to day.
                (5) Unless the directors decide otherwise, directors are not accountable to the company for any remuneration which they receive as directors or other officers or employees of the company's subsidiaries or of any other body corporate in which the company is interested.

              • 20. Directors' expenses

                The company may pay any reasonable expenses which the directors properly incur in connection with their attendance at —

                (a) meetings of directors or committees of directors,
                (b) general meetings, or
                (c) separate meetings of the holders of debentures of the company,

                or otherwise in connection with the exercise of their powers and the discharge of their responsibilities in relation to the company.

          • PART 3 PART 3 MEMBERS

            • BECOMING AND CEASING TO BE A MEMBER

              • 21. Applications for membership

                No person shall become a member of the company unless —

                (a) that person has completed an application for membership in a form approved by the directors, and
                (b) the directors have approved the application.

              • 22. Termination of membership

                (1) A member may withdraw from membership of the company by giving 7 days' notice to the company in writing.
                (2) Membership is not transferable.
                (3) A person's membership terminates when that person dies or ceases to exist.

            • ORGANISATION OF GENERAL MEETINGS

              • 23. Attendance and speaking at general meetings

                (1) A person is able to exercise the right to speak at a general meeting when that person is in a position to communicate to all those attending the meeting, during the meeting, any information or opinions which that person has on the business of the meeting.
                (2) A person is able to exercise the right to vote at a general meeting when —
                (a) that person is able to vote, during the meeting, on resolutions put to the vote at the meeting, and
                (b) that person's vote can be taken into account in determining whether or not such resolutions are passed at the same time as the votes of all the other persons attending the meeting.
                (3) The directors may make whatever arrangements they consider appropriate to enable those attending a general meeting to exercise their rights to speak or vote at it.
                (4) In determining attendance at a general meeting, it is immaterial whether any two or more members attending it are in the same place as each other.
                (5) Two or more persons who are not in the same place as each other attend a general meeting if their circumstances are such that if they have (or were to have) rights to speak and vote at that meeting, they are (or would be) able to exercise them.

              • 24. Quorum for general meetings

                No business other than the appointment of the chairman of the meeting is to be transacted at a general meeting if the persons attending it do not constitute a quorum.

              • 25. Chairing general meetings

                (1) If the directors have appointed a chairman, the chairman shall chair general meetings if present and willing to do so.
                (2) If the directors have not appointed a chairman, or if the chairman is unwilling to chair the meeting or is not present within ten minutes of the time at which a meeting was due to start —
                (a) the directors present, or
                (b) (if no directors are present), the meeting,
                must appoint a director or member to chair the meeting, and the appointment of the chairman of the meeting must be the first business of the meeting.
                (3) The person chairing a meeting in accordance with this article is referred to as "the chairman of the meeting".

              • 26. Attendance and speaking by directors and non-members

                (1) Directors may attend and speak at general meetings, whether or not they are members. (2) The chairman of the meeting may permit other persons who are not members of the company to attend and speak at a general meeting.

              • 27. Adjournment

                (1) If the persons attending a general meeting within half an hour of the time at which the meeting was due to start do not constitute a quorum, or if during a meeting a quorum ceases to be present, the chairman of the meeting must adjourn it.
                (2) The chairman of the meeting may adjourn a general meeting at which a quorum is present if —
                (a) the meeting consents to an adjournment, or
                (b) it appears to the chairman of the meeting that an adjournment is necessary to protect the safety of any person attending the meeting or ensure that the business of the meeting is conducted in an orderly manner.
                (3) The chairman of the meeting must adjourn a general meeting if directed to do so by the meeting.
                (4) When adjourning a general meeting, the chairman of the meeting must —
                (a) either specify the time and place to which it is adjourned or state that it is to continue at a time and place to be fixed by the directors, and
                (b) have regard to any directions as to the time and place of any adjournment which have been given by the meeting.
                (5) If the continuation of an adjourned meeting is to take place more than 14 days after it was adjourned, the company must give at least 7 clear days' notice of it (that is, excluding the day of the adjourned meeting and the day on which the notice is given) —
                (a) to the same persons to whom notice of the company's general meetings is required to be given, and
                (b) containing the same information which such notice is required to contain.
                (6) No business may be transacted at an adjourned general meeting which could not properly have been transacted at the meeting if the adjournment had not taken place.

            • VOTING AT GENERAL MEETINGS

              • 28. Voting: general

                A resolution put to the vote of a general meeting must be decided on a show of hands unless a poll is duly demanded in accordance with the articles.

              • 29. Errors and disputes

                (1) No objection may be raised to the qualification of any person voting at a general meeting except at the meeting or adjourned meeting at which the vote objected to is tendered, and every vote not disallowed at the meeting is valid.
                (2) Any such objection must be referred to the chairman of the meeting whose decision is final.

              • 30. Poll votes

                (1) A poll on a resolution may be demanded —
                (a) in advance of the general meeting where it is to be put to the vote, or
                (b) at a general meeting, either before a show of hands on that resolution or immediately after the result of a show of hands on that resolution is declared.
                (2) A poll may be demanded by —
                (a) the chairman of the meeting,
                (b) the directors,
                (c) two or more persons having the right to vote on the resolution, or
                (d) a person or persons representing not less than one tenth of the total voting rights of all the members having the right to vote on the resolution.
                (3) A demand for a poll may be withdrawn if —
                (a) the poll has not yet been taken, and
                (b) the chairman of the meeting consents to the withdrawal.
                (4) Polls must be taken immediately and in such manner as the chairman of the meeting directs.

              • 31. Content of proxy notices

                (1) Proxies may only validly be appointed by a notice in writing (a "proxy notice")

                which —
                (a) states the name and address of the member appointing the proxy,
                (b) identifies the person appointed to be that member's proxy and the general meeting in relation to which that person is appointed,
                (c) is signed by or on behalf of the member appointing the proxy, or is authenticated in such manner as the directors may determine, and
                (d) is delivered to the company in accordance with the articles and any instructions contained in the notice of the general meeting to which they relate.
                (2) The company may require proxy notices to be delivered in a particular form, and may specify different forms for different purposes.
                (3) Proxy notices may specify how the proxy appointed under them is to vote (or that the proxy is to abstain from voting) on one or more resolutions.
                (4) Unless a proxy notice indicates otherwise, it must be treated as —
                (a) allowing the person appointed under it as a proxy discretion as to how to vote on any ancillary or procedural resolutions put to the meeting, and
                (b) appointing that person as a proxy in relation to any adjournment of the general meeting to which it relates as well as the meeting itself.

              • 32. Delivery of proxy notices

                (1) A person who is entitled to attend, speak or vote (either on a show of hands or on a poll) at a general meeting remains so entitled in respect of that meeting or any adjournment of it, even though a valid proxy notice has been delivered to the company by or on behalf of that person.
                (2) An appointment under a proxy notice may be revoked by delivering to the company a notice in writing given by or on behalf of the person by whom or on whose behalf the proxy notice was given.
                (3) A notice revoking a proxy appointment only takes effect if it is delivered before the start of the meeting or adjourned meeting to which it relates.
                (4) If a proxy notice is not executed by the person appointing the proxy, it must be accompanied by written evidence of the authority of the person who executed it to execute it on the appointor's behalf.

              • 33. Amendments to resolutions

                (1) An ordinary resolution to be proposed at a general meeting may be amended by ordinary resolution if —
                (a) notice of the proposed amendment is given to the company in writing by a person entitled to vote at the general meeting at which it is to be proposed not less than 48 hours before the meeting is to take place (or such later time as the chairman of the meeting may determine), and
                (b) the proposed amendment does not, in the reasonable opinion of the chairman of the meeting, materially alter the scope of the resolution.
                (2) A special resolution to be proposed at a general meeting may be amended by ordinary resolution, if —
                (a) the chairman of the meeting proposes the amendment at the general meeting at which the resolution is to be proposed, and
                (b) the amendment does not go beyond what is necessary to correct a grammatical or other non-substantive error in the resolution.
                (3) If the chairman of the meeting, acting in good faith, wrongly decides that an amendment to a resolution is out of order, the chairman's error does not invalidate the vote on that resolution.

          • PART 4 PART 4 ADMINISTRATIVE ARRANGEMENTS

            • 34. Means of communication to be used

              (1) Subject to the articles, anything sent or supplied by or to the company under the articles may be sent or supplied in any way in which the Companies Regulations provides for documents or information which are authorised or required by any provision of the Companies Regulations to be sent or supplied by or to the company.
              (2) Subject to the articles, any notice or document to be sent or supplied to a director in connection with the taking of decisions by directors may also be sent or supplied by the means by which that director has asked to be sent or supplied with such notices or documents for the time being.
              (3) A director may agree with the company that notices or documents sent to that director in a particular way are to be deemed to have been received within a specified time of their being sent, and for the specified time to be less than 48 hours.

            • 35. Company seals

              (1) Any common seal may only be used by the authority of the directors.
              (2)The directors may decide by what means and in what form any common seal is to be used.
              (3) Unless otherwise decided by the directors, if the company has a common seal and it is affixed to a document, the document must also be signed by at least one authorised person in the presence of a witness who attests the signature.
              (4) For the purposes of this article, an authorised person is —
              (a) any director of the company,
              (b) the company secretary (if any), or
              (c) any person authorised by the directors for the purpose of signing documents to which the common seal is applied.

            • 36. No right to inspect accounts and other records

              Except as provided by law or authorised by the directors or an ordinary resolution of the company, no person is entitled to inspect any of the company's accounting or other records or documents merely by virtue of being a member.

            • 37. Provision for employees on cessation of business

              The directors may decide to make provision for the benefit of persons employed or formerly employed by the company or any of its subsidiaries (other than a director or former director or shadow director) in connection with the cessation or transfer to any person of the whole or part of the undertaking of the company or that subsidiary.

            • DIRECTORS' INDEMNITY AND INSURANCE

              • 38. Indemnity

                (1) Subject to paragraph (2), a relevant director of the company or an associated company may be indemnified out of the company's assets against —
                (a) any liability incurred by that director in connection with any negligence, default, breach of duty or breach of trust in relation to the company or an associated company,
                (b) any liability incurred by that director in connection with the activities of the company or an associated company in its capacity as a trustee of an occupational pension scheme (as defined in section 222(6) of the Companies Regulations),
                (c) any other liability incurred by that director as an officer of the company or an associated company.
                (2) This article does not authorise any indemnity which would be prohibited or rendered void by any provision of the Companies Regulations or by any other provision of law.
                (3) In this article —
                (a) companies are associated if one is a subsidiary of the other or both are subsidiaries of the same body corporate, and
                (b) a "relevant director" means any director or former director of the company or an associated company.

              • 39. Insurance

                (1) The directors may decide to purchase and maintain insurance, at the expense of the company, for the benefit of any relevant director in respect of any relevant loss.
                (2) In this article —
                (a) a "relevant director" means any director or former director of the company or an associated company,
                (b) a "relevant loss" means any loss or liability which has been or may be incurred by a relevant director in connection with that director's duties or powers in relation to the company, any associated company or any pension fund or employees' share scheme of the company or associated company, and
                (c) companies are associated if one is a subsidiary of the other or both are subsidiaries of the same body corporate.

        • SCHEDULE 3 SCHEDULE 3 MODEL ARTICLES FOR PUBLIC COMPANIES

          • PART 1 PART 1 INTERPRETATION AND LIMITATION OF LIABILITY

            • 1. Defined terms

              In the articles , unless the context requires otherwise —

              "alternate" or "alternate director" has the meaning given in article 25,

              "appointor" has the meaning given in article 25,

              "articles" means the company's articles of association,

              "bankruptcy" includes individual insolvency proceedings in any jurisdiction,

              "call" has the meaning given in article 53,

              "call notice" has the meaning given in article 53,

              "certificate" means a paper certificate evidencing a person's title to specified shares or other securities,

              "certificated" in relation to a share, means that it is not an uncertificated share,

              "chairman" has the meaning given in article 12,

              "chairman of the meeting" has the meaning given in article 31,

              "Companies Regulations" means the Companies Regulations 2015,

              "company's lien" has the meaning given in article 51,

              "director" means a director of the company, and includes any person occupying the position of director, by whatever name called,

              "distribution recipient" has the meaning given in article 71,

              "document" includes, unless otherwise specified, any document sent or supplied in electronic form,

              "electronic form" has the meaning given in section 1023 of the Companies Regulations,

              "fully paid" in relation to a share, means that the issue price to be paid to the company in respect of that share have been paid to the company,

              "hard copy form" has the meaning given in section 1023 of the Companies Regulations,

              "holder" in relation to shares means the person whose name is entered in the register of members as the holder of the shares,

              "instrument" means a document in hard copy form,

              "lien enforcement notice" has the meaning given in article 52,

              "member" has the meaning given in section 117 of the Companies Regulations,

              "ordinary resolution" has the meaning given in section 298 of the Companies Regulations,

              "paid" means paid or credited as paid,

              "participate", in relation to a directors' meeting, has the meaning given in article 9,

              "partly paid" in relation to a share means that part of that share's issue price that has not been paid to the company,

              "proxy notice" has the meaning given in article 38,

              "securities seal" has the meaning given in article 47,

              "shares" means shares in the company,

              "special resolution" has the meaning given in section 299 of the Companies Regulations,

              "subsidiary" has the meaning given in section 1015 of the Companies Regulations,

              "transmittee" means a person entitled to a share by reason of the death or bankruptcy of a shareholder or otherwise by operation of law,

              "uncertificated" in relation to a share means that, by virtue of legislation (other than section 715 of the Companies Regulations) permitting title to shares to be evidenced and transferred without a certificate, title to that share is evidenced and may be transferred without a certificate, and

              "writing" means the representation or reproduction of words, symbols or other information in a visible form by any method or combination of methods, whether sent or supplied in electronic form or otherwise.

              Unless the context otherwise requires, other words or expressions contained in these articles bear the same meaning as in the Companies Regulations as in force on the date when these articles become binding on the company.

            • 2. Liability of members

              The liability of the members is limited to the amount, if any, unpaid on the shares held by them.

          • PART 2 PART 2 DIRECTORS

            • DIRECTORS' POWERS AND RESPONSIBILITIES

              • 3. Directors' general authority

                Subject to the articles, the directors are responsible for the management of the company's business, for which purpose they may exercise all the powers of the company.

              • 4. Members' reserve power

                (1) The members may, by special resolution, direct the directors to take, or refrain from taking, specified action.
                (2) No such special resolution invalidates anything which the directors have done before the passing of the resolution.

              • 5. Directors may delegate

                (1) Subject to the articles, the directors may delegate any of the powers which are conferred on them under the articles —
                (a) to such person or committee,
                (b) by such means (including by power of attorney),
                (c) to such an extent,
                (d) in relation to such matters or territories, and
                (e) on such terms and conditions,
                as they think fit.
                (2) If the directors so specify, any such delegation may authorise further delegation of the directors' powers by any person to whom they are delegated.
                (3) The directors may revoke any delegation in whole or part, or alter its terms and conditions.

              • 6. Committees

                (1) Committees to which the directors delegate any of their powers must follow procedures which are based as far as they are applicable on those provisions of the articles which govern the taking of decisions by directors.
                (2) The directors may make rules of procedure for all or any committees, which prevail over rules derived from the articles if they are not consistent with them.

            • DECISION-MAKING BY DIRECTORS

              • 7. Directors to take decisions collectively

                Decisions of the directors may be taken —

                (a) at a directors' meeting, or
                (b) in the form of a directors' written resolution.

              • 8. Calling a directors' meeting

                (1) Any director may call a directors' meeting.
                (2) The company secretary must call a directors' meeting if a director so requests.
                (3) A directors' meeting is called by giving notice of the meeting to the directors.
                (4) Notice of any directors' meeting must indicate —
                (a) its proposed date and time,
                (b) where it is to take place, and
                (c) if it is anticipated that directors participating in the meeting will not be in the same place, how it is proposed that they should communicate with each other during the meeting.
                (5) Notice of a directors' meeting must be given to each director, but need not be in writing.
                (6) Notice of a directors' meeting need not be given to directors who waive their entitlement to notice of that meeting, by giving notice to that effect to the company not more than 7 days after the date on which the meeting is held. Where such notice is given after the meeting has been held, that does not affect the validity of the meeting, or of any business conducted at it.

              • 9. Participation in directors' meetings

                (1) Subject to the articles, directors participate in a directors' meeting, or part of a directors' meeting, when —
                (a) the meeting has been called and takes place in accordance with the articles, and
                (b) they can each communicate to the others any information or opinions they have on any particular item of the business of the meeting.
                (2) In determining whether directors are participating in a directors' meeting, it is irrelevant where any director is or how they communicate with each other.
                (3) If all the directors participating in a meeting are not in the same place, they may decide that the meeting is to be treated as taking place wherever any of them is.

              • 10. Quorum for directors' meetings

                (1) At a directors' meeting, unless a quorum is participating, no proposal is to be voted on, except a proposal to call another meeting.
                (2) The quorum for directors' meetings may be fixed from time to time by a decision of the directors, but it must never be less than two, and unless otherwise fixed it is two.

              • 11. Meetings where total number of directors less than quorum

                (1) This article applies where the total number of directors for the time being is less than the quorum for directors' meetings.
                (2) If there is only one director, that director may appoint sufficient directors to make up a quorum or call a general meeting to do so.
                (3) If there is more than one director —
                (a) a directors' meeting may take place, if it is called in accordance with the articles and at least two directors participate in it, with a view to appointing sufficient directors to make up a quorum or calling a general meeting to do so, and
                (b) if a directors' meeting is called but only one director attends at the appointed date and time to participate in it, that director may appoint sufficient directors to make up a quorum or call a general meeting to do so.

              • 12. Chairing directors' meetings

                (1) The directors may appoint a director to chair their meetings.
                (2) The person so appointed for the time being is known as the chairman.
                (3) The directors may appoint other directors as deputy or assistant chairmen to chair directors'

                meetings in the chairman's absence.
                (4) The directors may terminate the appointment of the chairman, deputy or assistant chairman at any time.
                (5) If neither the chairman nor any director appointed generally to chair directors' meetings in the chairman's absence is participating in a meeting within ten minutes of the time at which it was to start, the participating directors must appoint one of themselves to chair it.

              • 13. Voting at directors' meetings: general rules

                (1) Subject to the articles, a decision is taken at a directors' meeting by a majority of the votes of the participating directors.
                (2) Subject to the articles, each director participating in a directors' meeting has one vote.
                (3) Subject to the articles, if a director has an interest in an actual or proposed transaction or arrangement with the company —
                (a) that director and that director's alternate may not vote on any proposal relating to it, but
                (b) this does not preclude the alternate from voting in relation to that transaction or arrangement on behalf of another appointor who does not have such an interest.

              • 14. Chairman's casting vote at directors' meetings

                (1) If the numbers of votes for and against a proposal are equal, the chairman or other director chairing the meeting has a casting vote.
                (2) But this does not apply if, in accordance with the articles, the chairman or other director is not to be counted as participating in the decision-making process for quorum or voting purposes.

              • 15. Alternates voting at directors' meetings

                A director who is also an alternate director has an additional vote on behalf of each appointor who is —

                (a) not participating in a directors' meeting, and
                (b) would have been entitled to vote if they were participating in it.

              • 16. Conflicts of interest

                (1) If a directors' meeting, or part of a directors' meeting, is concerned with an actual or proposed transaction or arrangement with the company in which a director is interested, that director is not to be counted as participating in that meeting, or part of a meeting, for quorum or voting purposes.
                (2) But if paragraph (3) applies, a director who is interested in an actual or proposed transaction or arrangement with the company is to be counted as participating in a decision at a directors' meeting, or part of a directors' meeting, relating to it for quorum and voting purposes.
                (3) This paragraph applies when —
                (a) the company by ordinary resolution disapplies the provision of the articles which would otherwise prevent a director from being counted as participating in, or voting at, a directors' meeting,
                (b) the director's interest cannot reasonably be regarded as likely to give rise to a conflict of interest, or
                (c) the director's conflict of interest arises from a permitted cause.
                (4) For the purposes of this article, the following are permitted causes —
                (a) a guarantee given, or to be given, by or to a director in respect of an obligation incurred by or on behalf of the company or any of its subsidiaries,
                (b) subscription, or an agreement to subscribe, for shares or other securities of the company or any of its subsidiaries, or to underwrite, sub-underwrite, or guarantee subscription for any such shares or securities, and
                (c) arrangements pursuant to which benefits are made available to employees and directors or former employees and directors of the company or any of its subsidiaries which do not provide special benefits for directors or former directors.
                (5) Subject to paragraph (6), if a question arises at a meeting of directors or of a committee of directors as to the right of a director to participate in the meeting (or part of the meeting) for voting or quorum purposes, the question may, before the conclusion of the meeting, be referred to the chairman whose ruling in relation to any director other than the chairman is to be final and conclusive.
                (6) If any question as to the right to participate in the meeting (or part of the meeting) should arise in respect of the chairman, the question is to be decided by a decision of the directors at that meeting, for which purpose the chairman is not to be counted as participating in the meeting (or that part of the meeting) for voting or quorum purposes.

              • 17. Proposing directors' written resolutions

                (1) Any director may propose a directors' written resolution.
                (2) The company secretary must propose a directors' written resolution if a director so requests.
                (3) A directors' written resolution is proposed by giving notice of the proposed resolution to the directors.
                (4) Notice of a proposed directors' written resolution must indicate —
                (a) the proposed resolution, and
                (b) the time by which it is proposed that the directors should adopt it.
                (5) Notice of a proposed directors' written resolution must be given in writing to each director.
                (6) Any decision which a person giving notice of a proposed directors' written resolution takes regarding the process of adopting that resolution must be taken reasonably in good faith.

              • 18. Adoption of directors' written resolutions

                (1) A proposed directors' written resolution is adopted when all the directors who would have been entitled to vote on the resolution at a directors' meeting have signed one or more copies of it, provided that those directors would have formed a quorum at such a meeting.
                (2) It is immaterial whether any director signs the resolution before or after the time by which the notice proposed that it should be adopted.
                (3) Once a directors' written resolution has been adopted, it must be treated as if it had been a decision taken at a directors' meeting in accordance with the articles.
                (4) The company secretary must ensure that the company keeps a record, in writing, of all directors' written resolutions for at least ten years from the date of their adoption.

              • 19. Directors' discretion to make further rules

                Subject to the articles, the directors may make any rule which they think fit about how they take decisions, and about how such rules are to be recorded or communicated to directors.

            • APPOINTMENT OF DIRECTORS

              • 20. Methods of appointing directors

                Any person who is willing to act as a director, and is permitted by law to do so, may be appointed to be a director —

                (a) by ordinary resolution, or
                (b) by a decision of the directors.

              • 21. Retirement of directors by rotation

                (1) At the first annual general meeting all the directors must retire from office.
                (2) At every subsequent annual general meeting any directors —
                (a) who have been appointed by the directors since the last annual general meeting, or
                (b) who were not appointed or reappointed at one of the preceding two annual general meetings,
                must retire from office and may offer themselves for reappointment by the members.

              • 22. Termination of director's appointment

                A person ceases to be a director as soon as —

                (a) that person ceases to be a director by virtue of any provision of the Companies Regulations or is prohibited from being a director by law,
                (b) that person becomes bankrupt,
                (c) a composition is made with that person's creditors generally in satisfaction of that person's debts,
                (d) a registered medical practitioner who is treating that person gives a written opinion to the company stating that that person has become physically or mentally incapable of acting as a director and may remain so for more than three months,
                (e) by reason of that person's mental health, a court makes an order which wholly or partly prevents that person from personally exercising any powers or rights which that person would otherwise have,
                (f) notification is received by the company from the director that the director is resigning from office as director, and such resignation has taken effect in accordance with its terms.

              • 23. Directors' remuneration

                (1) Directors may undertake any services for the company that the directors decide.
                (2) Directors are entitled to such remuneration as the directors determine —
                (a) for their services to the company as directors, and
                (b) for any other service which they undertake for the company.
                (3) Subject to the articles, a director's remuneration may —
                (a) take any form, and
                (b) include any arrangements in connection with the payment of a pension, allowance or gratuity, or any death, sickness or disability benefits, to or in respect of that director.
                (4) Unless the directors decide otherwise, directors' remuneration accrues from day to day.
                (5) Unless the directors decide otherwise, directors are not accountable to the company for any remuneration which they receive as directors or other officers or employees of the company's subsidiaries or of any other body corporate in which the company is interested.

              • 24. Directors' expenses

                The company may pay any reasonable expenses which the directors properly incur in connection with their attendance at —

                (a) meetings of directors or committees of directors,
                (b) general meetings, or
                (c) separate meetings of the holders of any class of shares or of debentures of the company,

                or otherwise in connection with the exercise of their powers and the discharge of their responsibilities in relation to the company.

            • ALTERNATE DIRECTORS

              • 25. Appointment and removal of alternates

                (1) Any director (the "appointor") may appoint as an alternate any other director, or any other person approved by resolution of the directors, to —
                (a) exercise that director's powers, and
                (b) carry out that director's responsibilities,
                in relation to the taking of decisions by the directors in the absence of the alternate's appointor.
                (2) Any appointment or removal of an alternate must be effected by notice in writing to the company signed by the appointor, or in any other manner approved by the directors.
                (3) The notice must —
                (a) identify the proposed alternate, and
                (b) in the case of a notice of appointment, contain a statement signed by the proposed alternate that the proposed alternate is willing to act as the alternate of the director giving the notice.

              • 26. Rights and responsibilities of alternate directors

                (1) An alternate director has the same rights, in relation to any directors' meeting or directors' written resolution, as the alternate's appointor.
                (2) Except as the articles specify otherwise, alternate directors —
                (a) are deemed for all purposes to be directors,
                (b) are liable for their own acts and omissions,
                (c) are subject to the same restrictions as their appointors, and
                (d) are not deemed to be agents of or for their appointors.
                (3) A person who is an alternate director but not a director —
                (a) may be counted as participating for the purposes of determining whether a quorum is participating (but only if that person's appointor is not participating), and
                (b) may sign a written resolution (but only if it is not signed or to be signed by that person's appointor).
                No alternate may be counted as more than one director for such purposes.
                (4) An alternate director is not entitled to receive any remuneration from the company for serving as an alternate director except such part of the alternate's appointor's remuneration as the appointor may direct by notice in writing made to the company.

              • 27. Termination of alternate directorship

                An alternate director's appointment as an alternate terminates —

                (a) when the alternate's appointor revokes the appointment by notice to the company in writing specifying when it is to terminate,
                (b) on the occurrence in relation to the alternate of any event which, if it occurred in relation to the alternate's appointor, would result in the termination of the appointor's appointment as a director,
                (c) on the death of the alternate's appointor, or
                (d) when the alternate's appointor's appointment as a director terminates, except that an alternate's appointment as an alternate does not terminate when the appointor retires by rotation at a general meeting and is then re-appointed as a director at the same general meeting.

          • PART 3 PART 3 DECISION-MAKING BY MEMBERS

            • ORGANISATION OF GENERAL MEETINGS

              • 28. Members can call general meeting if not enough directors

                If —

                (a) the company has fewer than two directors, and
                (b) the director (if any) is unable or unwilling to appoint sufficient directors to make up a quorum or to call a general meeting to do so,

                then two or more members may call a general meeting (or instruct the company secretary to do so) for the purpose of appointing one or more directors.

              • 29. Attendance and speaking at general meetings

                (1) A person is able to exercise the right to speak at a general meeting when that person is in a position to communicate to all those attending the meeting, during the meeting, any information or opinions which that person has on the business of the meeting.
                (2) A person is able to exercise the right to vote at a general meeting when —
                (a) that person is able to vote, during the meeting, on resolutions put to the vote at the meeting, and
                (b) that person's vote can be taken into account in determining whether or not such resolutions are passed at the same time as the votes of all the other persons attending the meeting.
                (3) The directors may make whatever arrangements they consider appropriate to enable those attending a general meeting to exercise their rights to speak or vote at it.
                (4) In determining attendance at a general meeting, it is immaterial whether any two or more members attending it are in the same place as each other.
                (5) Two or more persons who are not in the same place as each other attend a general meeting if their circumstances are such that if they have (or were to have) rights to speak and vote at that meeting, they are (or would be) able to exercise them.

              • 30. Quorum for general meetings

                No business other than the appointment of the chairman of the meeting is to be transacted at a general meeting if the persons attending it do not constitute a quorum.

              • 31. Chairing general meetings

                (1) If the directors have appointed a chairman, the chairman shall chair general meetings if present and willing to do so.
                (2) If the directors have not appointed a chairman, or if the chairman is unwilling to chair the meeting or is not present within ten minutes of the time at which a meeting was due to start —
                (a) the directors present, or
                (b) if no directors are present), the meeting,
                must appoint a director or member to chair the meeting, and the appointment of the chairman of the meeting must be the first business of the meeting.
                (3) The person chairing a meeting in accordance with this article is referred to as "the chairman of the meeting".

              • 32. Attendance and speaking by directors and non-members

                (1) Directors may attend and speak at general meetings, whether or not they are members. (2) The chairman of the meeting may permit other persons who are not —
                (a) members of the company, or
                (b) otherwise entitled to exercise the rights of members in relation to general meetings, to attend and speak at a general meeting.

              • 33. Adjournment

                (1) If the persons attending a general meeting within half an hour of the time at which the meeting was due to start do not constitute a quorum, or if during a meeting a quorum ceases to be present, the chairman of the meeting must adjourn it.
                (2) The chairman of the meeting may adjourn a general meeting at which a quorum is present if —
                (a) the meeting consents to an adjournment, or
                (b) it appears to the chairman of the meeting that an adjournment is necessary to protect the safety of any person attending the meeting or ensure that the business of the meeting is conducted in an orderly manner.
                (3) The chairman of the meeting must adjourn a general meeting if directed to do so by the meeting.
                (4) When adjourning a general meeting, the chairman of the meeting must —
                (a) either specify the time and place to which it is adjourned or state that it is to continue at a time and place to be fixed by the directors, and
                (b) have regard to any directions as to the time and place of any adjournment which have been given by the meeting.
                (5) If the continuation of an adjourned meeting is to take place more than 14 days after it was adjourned, the company must give at least 7 clear days' notice of it (that is, excluding the day of the adjourned meeting and the day on which the notice is given) —
                (a) to the same persons to whom notice of the company's general meetings is required to be given, and
                (b) containing the same information which such notice is required to contain.
                (6) No business may be transacted at an adjourned general meeting which could not properly have been transacted at the meeting if the adjournment had not taken place.

            • VOTING AT GENERAL MEETINGS

              • 34. Voting: general

                A resolution put to the vote of a general meeting must be decided on a show of hands unless a poll is duly demanded in accordance with the articles.

              • 35. Errors and disputes

                (1) No objection may be raised to the qualification of any person voting at a general meeting except at the meeting or adjourned meeting at which the vote objected to is tendered, and every vote not disallowed at the meeting is valid.
                (2) Any such objection must be referred to the chairman of the meeting whose decision is final.

              • 36. Demanding a poll

                (1) A poll on a resolution may be demanded —
                (a) in advance of the general meeting where it is to be put to the vote, or
                (b) at a general meeting, either before a show of hands on that resolution or immediately after the result of a show of hands on that resolution is declared.
                (2) A poll may be demanded by —
                (a) the chairman of the meeting,
                (b) the directors,
                (c) two or more persons having the right to vote on the resolution, or
                (d) a person or persons representing not less than one tenth of the total voting rights of all the members having the right to vote on the resolution.
                (3) A demand for a poll may be withdrawn if —
                (a) the poll has not yet been taken, and
                (b) the chairman of the meeting consents to the withdrawal.

              • 37. Procedure on a poll

                (1) Subject to the articles, polls at general meetings must be taken when, where and in such manner as the chairman of the meeting directs.
                (2) The chairman of the meeting may appoint scrutineers (who need not be members) and decide how and when the result of the poll is to be declared.
                (3) The result of a poll shall be the decision of the meeting in respect of the resolution on which the poll was demanded.
                (4) A poll on —
                (a) the election of the chairman of the meeting, or
                (b) a question of adjournment, must be taken immediately.
                (5) Other polls must be taken within 30 days of their being demanded.
                (6) A demand for a poll does not prevent a general meeting from continuing, except as regards the question on which the poll was demanded.
                (7) No notice need be given of a poll not taken immediately if the time and place at which it is to be taken are announced at the meeting at which it is demanded.
                (8) In any other case, at least 7 days' notice must be given specifying the time and place at which the poll is to be taken.

              • 38. Content of proxy notices

                (1) Proxies may only validly be appointed by a notice in writing (a "proxy notice") which —
                (a) states the name and address of the member appointing the proxy,
                (b) identifies the person appointed to be that member's proxy and the general meeting in relation to which that person is appointed,
                (c) is signed by or on behalf of the member appointing the proxy, or is authenticated in such manner as the directors may determine, and
                (d) is delivered to the company in accordance with the articles and any instructions contained in the notice of the general meeting to which they relate.
                (2) The company may require proxy notices to be delivered in a particular form, and may specify different forms for different purposes.
                (3) Proxy notices may specify how the proxy appointed under them is to vote (or that the proxy is to abstain from voting) on one or more resolutions.
                (4) Unless a proxy notice indicates otherwise, it must be treated as —
                (a) allowing the person appointed under it as a proxy discretion as to how to vote on any ancillary or procedural resolutions put to the meeting, and
                (b) appointing that person as a proxy in relation to any adjournment of the general meeting to which it relates as well as the meeting itself.

              • 39. Delivery of proxy notices

                (1) Any notice of a general meeting must specify the address or addresses ("proxy notification address") at which the company or its agents will receive proxy notices relating to that meeting, or any adjournment of it, delivered in hard copy or electronic form.
                (2) A person who is entitled to attend, speak or vote (either on a show of hands or on a poll) at a general meeting remains so entitled in respect of that meeting or any adjournment of it, even though a valid proxy notice has been delivered to the company by or on behalf of that person.
                (3) Subject to paragraphs (4) and (5), a proxy notice must be delivered to a proxy notification address not less than 48 hours before the general meeting or adjourned meeting to which it relates.
                (4) In the case of a poll taken more than 48 hours after it is demanded, the notice must be delivered to a proxy notification address not less than 24 hours before the time appointed for the taking of the poll.
                (5) In the case of a poll not taken during the meeting but taken not more than 48 hours after it was demanded, the proxy notice must be delivered —
                (a) in accordance with paragraph (3), or
                (b) at the meeting at which the poll was demanded to the chairman, secretary or any director.
                (6) An appointment under a proxy notice may be revoked by delivering a notice in writing given by or on behalf of the person by whom or on whose behalf the proxy notice was given to a proxy notification address.
                (7) A notice revoking a proxy appointment only takes effect if it is delivered before —
                (a) the start of the meeting or adjourned meeting to which it relates, or
                (b) (in the case of a poll not taken on the same day as the meeting or adjourned meeting) the time appointed for taking the poll to which it relates.
                (8) If a proxy notice is not signed by the person appointing the proxy, it must be accompanied by written evidence of the authority of the person who executed it to execute it on the appointor's behalf.

              • 40. Amendments to resolutions

                (1) An ordinary resolution to be proposed at a general meeting may be amended by ordinary resolution if —
                (a) notice of the proposed amendment is given to the company secretary in writing by a person entitled to vote at the general meeting at which it is to be proposed not less than 48 hours before the meeting is to take place (or such later time as the chairman of the meeting may determine), and
                (b) the proposed amendment does not, in the reasonable opinion of the chairman of the meeting, materially alter the scope of the resolution.
                (2) A special resolution to be proposed at a general meeting may be amended by ordinary resolution, if —
                (a) the chairman of the meeting proposes the amendment at the general meeting at which the resolution is to be proposed, and
                (b) the amendment does not go beyond what is necessary to correct a grammatical or other non-substantive error in the resolution.
                (3) If the chairman of the meeting, acting in good faith, wrongly decides that an amendment to a resolution is out of order, the chairman's error does not invalidate the vote on that resolution.

            • RESTRICTIONS ON MEMBERS' RIGHTS

              • 41. No voting of shares on which money owed to company

                No voting rights attached to a share may be exercised at any general meeting, at any adjournment of it, or on any poll called at or in relation to it, unless all amounts payable to the company in respect of that share have been paid.

            • APPLICATION OF RULES TO CLASS MEETINGS

              • 42. Class meetings

                The provisions of the articles relating to general meetings apply, with any necessary modifications, to meetings of the holders of any class of shares.

          • PART 4 PART 4 SHARES AND DISTRIBUTIONS

            • ISSUE OF SHARES

              • 43. Powers to issue different classes of share

                (1) Subject to the articles, but without prejudice to the rights attached to any existing share, the company may issue shares with such rights or restrictions as may be determined by ordinary resolution.
                (2) The company may issue shares which are to be redeemed, or are liable to be redeemed at the option of the company or the holder, and the directors may determine the terms, conditions and manner of redemption of any such shares.

              • 44. Payment of commissions on subscription for shares

                (1) The company may pay any person a commission in consideration for that person —
                (a) subscribing, or agreeing to subscribe, for shares, or
                (b) procuring, or agreeing to procure, subscriptions for shares.
                (2) Any such commission may be paid —
                (a) in cash, or in fully paid or partly paid shares or other securities, or partly in one way and partly in the other, and
                (b) in respect of a conditional or an absolute subscription.

            • INTERESTS IN SHARES

              • 45. Company not bound by less than absolute interests

                Except as required by law, no person is to be recognised by the company as holding any share upon any trust, and except as otherwise required by law or the articles, the company is not in any way to be bound by or recognise any interest in a share other than the holder's absolute ownership of it and all the rights attaching to it.

            • SHARE CERTIFICATES

              • 46. Certificates to be issued except in certain cases

                (1) The company must issue each member with one or more certificates in respect of the shares which that member holds.
                (2) This article does not apply to —
                (a) uncertificated shares, or
                (b) shares in respect of which the Companies Regulations permit the company not to issue a certificate.
                (3) Except as otherwise specified in the articles, all certificates must be issued free of charge.
                (4) No certificate may be issued in respect of shares of more than one class.
                (5) If more than one person holds a share, only one certificate may be issued in respect of it.

              • 47. Contents and execution of share certificates

                (1) Every certificate must specify —
                (a) in respect of how many shares, of what class, it is issued,
                (b) the issue price of those shares,
                (c) the amount paid up on them, and
                (d) any distinguishing numbers assigned to them.
                (2) Certificates must —
                (a) have affixed to them the company's common seal or an official seal which is a facsimile of the company's common seal with the addition on its face of the word "Securities" (a "securities seal"), or
                (b) be otherwise executed in accordance with the Companies Regulations.

              • 48. Consolidated share certificates

                (1) When a member's holding of shares of a particular class increases, the company may issue that member with —
                (a) a single, consolidated certificate in respect of all the shares of a particular class which that member holds, or
                (b) a separate certificate in respect of only those shares by which that member's holding has increased.
                (2) When a member's holding of shares of a particular class is reduced, the company must ensure that the member is issued with one or more certificates in respect of the number of shares held by the member after that reduction. But the company need not (in the absence of a request from the member) issue any new certificate if —
                (a) all the shares which the member no longer holds as a result of the reduction, and
                (b) none of the shares which the member retains following the reduction, were, immediately before the reduction, represented by the same certificate.
                (3) A member may request the company, in writing, to replace —
                (a) the member's separate certificates with a consolidated certificate, or
                (b) the member's consolidated certificate with two or more separate certificates representing such proportion of the shares as the member may specify.
                (4) When the company complies with such a request it may charge such reasonable fee as the directors may decide for doing so.
                (5) A consolidated certificate must not be issued unless any certificates which it is to replace have first been returned to the company for cancellation.

              • 49. Replacement share certificates

                (1) If a certificate issued in respect of a member's shares is —
                (a) damaged or defaced, or
                (b) said to be lost, stolen or destroyed,
                that member is entitled to be issued with a replacement certificate in respect of the same shares.
                (2) A member exercising the right to be issued with such a replacement certificate —
                (a) may at the same time exercise the right to be issued with a single certificate or separate certificates,
                (b) must return the certificate which is to be replaced to the company if it is damaged or defaced, and
                (c) must comply with such conditions as to evidence, indemnity and the payment of a reasonable fee as the directors decide.

            • SHARES NOT HELD IN CERTIFICATED FORM

              • 50. Uncertificated shares

                (1) In this article, "the relevant rules" means —
                (a) any applicable provision of the Companies Regulations about the holding, evidencing of title to, or transfer of shares other than in certificated form, and
                (b) any applicable legislation, rules or other arrangements made under or by virtue of such provision.
                (2) The provisions of this article have effect subject to the relevant rules.
                (3) Any provision of the articles which is inconsistent with the relevant rules must be disregarded, to the extent that it is inconsistent, whenever the relevant rules apply.
                (4) Any share or class of shares of the company may be issued or held on such terms, or in such a way, that —
                (a) title to it or them is not, or must not be, evidenced by a certificate, or
                (b) it or they may or must be transferred wholly or partly without a certificate.
                (5) The directors have power to take such steps as they think fit in relation to —
                (a) the evidencing of and transfer of title to uncertificated shares (including in connection with the issue of such shares),
                (b) any records relating to the holding of uncertificated shares,
                (c) the conversion of certificated shares into uncertificated shares, or
                (d) the conversion of uncertificated shares into certificated shares.
                (6) The company may by notice to the holder of a share require that share —
                (a) if it is uncertificated, to be converted into certificated form, and
                (b) if it is certificated, to be converted into uncertificated form, to enable it to be dealt with in accordance with the articles.
                (7) If —
                (a) the articles give the directors power to take action, or require other persons to take action, in order to sell, transfer or otherwise dispose of shares, and
                (b) uncertificated shares are subject to that power, but the power is expressed in terms which assume the use of a certificate or other written instrument,
                the directors may take such action as is necessary or expedient to achieve the same results when exercising that power in relation to uncertificated shares.
                (8) In particular, the directors may take such action as they consider appropriate to achieve the sale, transfer, disposal, forfeiture, re-allotment or surrender of an uncertificated share or otherwise to enforce a lien in respect of it.
                (9) Unless the directors otherwise determine, shares which a member holds in uncertificated form must be treated as separate holdings from any shares which that member holds in certificated form.
                (10) A class of shares must not be treated as two classes simply because some shares of that class are held in certificated form and others are held in uncertificated form.

            • PARTLY PAID SHARES

              • 51. Company's lien over partly paid shares

                (1) The company has a lien ("the company's lien") over every share which is partly paid for any part of that share's issue price which has not been paid to the company, and which is payable immediately or at some time in the future, whether or not a call notice has been sent in respect of it.
                (2) The company's lien over a share —
                (a) takes priority over any third party's interest in that share, and
                (b) extends to any dividend or other money payable by the company in respect of that share and (if the lien is enforced and the share is sold by the company) the proceeds of sale of that share.
                (3) The directors may at any time decide that a share which is or would otherwise be subject to the company's lien shall not be subject to it, either wholly or in part.

              • 52. Enforcement of the company's lien

                (1) Subject to the provisions of this article, if —
                (a) a lien enforcement notice has been given in respect of a share, and
                (b) the person to whom the notice was given has failed to comply with it, the company may sell that share in such manner as the directors decide.
                (2) A lien enforcement notice —
                (a) may only be given in respect of a share which is subject to the company's lien, in respect of which a sum is payable and the due date for payment of that sum has passed,
                (b) must specify the share concerned,
                (c) must require payment of the sum payable within 14 days of the notice,
                (d) must be addressed either to the holder of the share or to a person entitled to it by reason of the holder's death, bankruptcy or otherwise, and
                (e) must state the company's intention to sell the share if the notice is not complied with.
                (3) Where shares are sold under this article —
                (a) the directors may authorise any person to execute an instrument of transfer of the shares to the purchaser or a person nominated by the purchaser, and
                (b) the transferee is not bound to see to the application of the consideration, and the transferee's title is not affected by any irregularity in or invalidity of the process leading to the sale.
                (4) The net proceeds of any such sale (after payment of the costs of sale and any other costs of enforcing the lien) must be applied —
                (a) first, in payment of so much of the sum for which the lien exists as was payable at the date of the lien enforcement notice,
                (b) second, to the person entitled to the shares at the date of the sale, but only after the certificate for the shares sold has been surrendered to the company for cancellation or a suitable indemnity has been given for any lost certificates, and subject to a lien equivalent to the company's lien over the shares before the sale for any money payable in respect of the shares after the date of the lien enforcement notice.
                (5) A statutory declaration by a director or the company secretary that the declarant is a director or the company secretary and that a share has been sold to satisfy the company's lien on a specified date —
                (a) is conclusive evidence of the facts stated in it as against all persons claiming to be entitled to the share, and
                (b) subject to compliance with any other formalities of transfer required by the articles or by law, constitutes a good title to the share.

              • 53. Call notices

                (1) Subject to the articles and the terms on which shares are allotted, the directors may send a notice (a "call notice") to a member requiring the member to pay the company a specified sum of money (a "call") which is payable in respect of shares which that member holds at the date when the directors decide to send the call notice.
                (2) A call notice —
                (a) may not require a member to pay a call which exceeds the total sum unpaid on that member's shares,
                (b) must state when and how any call to which it relates it is to be paid, and
                (c) may permit or require the call to be paid by instalments.
                (3) A member must comply with the requirements of a call notice, but no member is obliged to pay any call before 14 days have passed since the notice was sent.
                (4) Before the company has received any call due under a call notice the directors may —
                (a) revoke it wholly or in part, or
                (b) specify a later time for payment than is specified in the notice,
                by a further notice in writing to the member in respect of whose shares the call is made.

              • 54. Liability to pay calls

                (1) Liability to pay a call is not extinguished or transferred by transferring the shares in respect of which it is required to be paid.
                (2) Joint holders of a share are jointly and severally liable to pay all calls in respect of that share. (3) Subject to the terms on which shares are allotted, the directors may, when issuing shares,

                provide that call notices sent to the holders of those shares may require them —
                (a) to pay calls which are not the same, or
                (b) to pay calls at different times.

              • 55. When call notice need not be issued

                (1) A call notice need not be issued in respect of sums which are specified, in the terms on which a share is issued, as being payable to the company in respect of that share —
                (a) on allotment,
                (b) on the occurrence of a particular event, or
                (c) on a date fixed by or in accordance with the terms of issue.
                (2) But if the due date for payment of such a sum has passed and it has not been paid, the holder of the share concerned is treated in all respects as having failed to comply with a call notice in respect of that sum, and is liable to the same consequences as regards the payment of interest and forfeiture.

              • 56. Failure to comply with call notice: automatic consequences

                (1) If a person is liable to pay a call and fails to do so by the call payment date —
                (a) the directors may issue a notice of intended forfeiture to that person, and
                (b) until the call is paid, that person must pay the company interest on the call from the call payment date at the relevant rate.
                (2) For the purposes of this article —
                (a) the "call payment date" is the time when the call notice states that a call is payable, unless the directors give a notice specifying a later date, in which case the "call payment date" is that later date,
                (b) the "relevant rate" is —
                (i) the rate fixed by the terms on which the share in respect of which the call is due was allotted,
                (ii) such other rate as was fixed in the call notice which required payment of the call, or has otherwise been determined by the directors, or
                (iii) if no rate is fixed in either of these ways, 5 per cent per annum.
                (4) The directors may waive any obligation to pay interest on a call wholly or in part.

              • 57. Notice of intended forfeiture

                A notice of intended forfeiture —

                (a) may be sent in respect of any share in respect of which a call has not been paid as required by a call notice,
                (b) must be sent to the holder of that share or to a person entitled to it by reason of the holder's death, bankruptcy or otherwise,
                (c) must require payment of the call and any accrued interest by a date which is not less than 14 days after the date of the notice,
                (d) must state how the payment is to be made, and
                (e) must state that if the notice is not complied with, the shares in respect of which the call is payable will be liable to be forfeited.

              • 58. Directors' power to forfeit shares

                If a notice of intended forfeiture is not complied with before the date by which payment of the call is required in the notice of intended forfeiture, the directors may decide that any share in respect of which it was given is forfeited, and the forfeiture is to include all dividends or other moneys payable in respect of the forfeited shares and not paid before the forfeiture.

              • 59. Effect of forfeiture

                (1) Subject to the articles, the forfeiture of a share extinguishes
                (a) all interests in that share, and all claims and demands against the company in respect of it, and
                (b) all other rights and liabilities incidental to the share as between the person whose share it was prior to the forfeiture and the company.
                (2) Any share which is forfeited in accordance with the articles —
                (a) is deemed to have been forfeited when the directors decide that it is forfeited,
                (b) is deemed to be the property of the company, and
                (c) may be sold, re-allotted or otherwise disposed of as the directors think fit.
                (3) If a person's shares have been forfeited —
                (a) the company must send that person notice that forfeiture has occurred and record it in the register of members,
                (b) that person ceases to be a member in respect of those shares,
                (c) that person must surrender the certificate for the shares forfeited to the company for cancellation,
                (d) that person remains liable to the company for all sums payable by that person under the articles at the date of forfeiture in respect of those shares, including any interest (whether accrued before or after the date of forfeiture), and
                (e) the directors may waive payment of such sums wholly or in part or enforce payment without any allowance for the value of the shares at the time of forfeiture or for any consideration received on their disposal.
                (4) At any time before the company disposes of a forfeited share, the directors may decide to cancel the forfeiture on payment of all calls and interest due in respect of it and on such other terms as they think fit.

              • 60. Procedure following forfeiture

                (1) If a forfeited share is to be disposed of by being transferred, the company may receive the consideration for the transfer and the directors may authorise any person to execute the instrument of transfer.
                (2) A statutory declaration by a director or the company secretary that the declarant is a director or the company secretary and that a share has been forfeited on a specified date —
                (a) is conclusive evidence of the facts stated in it as against all persons claiming to be entitled to the share, and
                (b) subject to compliance with any other formalities of transfer required by the articles or by law, constitutes a good title to the share.
                (3) A person to whom a forfeited share is transferred is not bound to see to the application of the consideration (if any) nor is that person's title to the share affected by any irregularity in or invalidity of the process leading to the forfeiture or transfer of the share.
                (4) If the company sells a forfeited share, the person who held it prior to its forfeiture is entitled to receive from the company the proceeds of such sale, net of any commission, and excluding any amount which —
                (a) was, or would have become, payable, and
                (b) had not, when that share was forfeited, been paid by that person in respect of that share, but no interest is payable to such a person in respect of such proceeds and the company is not required to account for any money earned on them.

              • 61. Surrender of shares

                (1) A member may surrender any share —
                (a) in respect of which the directors may issue a notice of intended forfeiture,
                (b) which the directors may forfeit, or
                (c) which has been forfeited.
                (2) The directors may accept the surrender of any such share.
                (3) The effect of surrender on a share is the same as the effect of forfeiture on that share.
                (4) A share which has been surrendered may be dealt with in the same way as a share which has been forfeited.

            • TRANSFER AND TRANSMISSION OF SHARES

              • 62. Transfers of certificated shares

                (1) Certificated shares may be transferred by means of an instrument of transfer in any usual form or any other form approved by the directors, which is executed by or on behalf of —
                (a) the transferor, and
                (b) if any of the shares is partly paid) the transferee.
                (2) No fee may be charged for registering any instrument of transfer or other document relating to or affecting the title to any share.
                (3) The company may retain any instrument of transfer which is registered.
                (4) The transferor remains the holder of a certificated share until the transferee's name is entered in the register of members as holder of it.
                (5) The directors may refuse to register the transfer of a certificated share if —
                (a) the share is not fully paid,
                (b) the transfer is not lodged at the company's registered office or such other place as the directors have appointed,
                (c) the transfer is not accompanied by the certificate for the shares to which it relates, or such other evidence as the directors may reasonably require to show the transferor's right to make the transfer, or evidence of the right of someone other than the transferor to make the transfer on the transferor's behalf,
                (d) the transfer is in respect of more than one class of share, or
                (e) the transfer is in favour of more than four transferees.
                (6) If the directors refuse to register the transfer of a share, the instrument of transfer must be returned to the transferee with the notice of refusal unless they suspect that the proposed transfer may be fraudulent.

              • 63. Transfer of uncertificated shares

                A transfer of an uncertificated share must not be registered if it is in favour of more than four transferees.

              • 64. Transmission of shares

                (1) If title to a share passes to a transmittee, the company may only recognise the transmittee as having any title to that share.
                (2) Nothing in these articles releases the estate of a deceased member from any liability in respect of a share solely or jointly held by that member.

              • 65. Transmittees' rights

                (1) A transmittee who produces such evidence of entitlement to shares as the directors may properly require —
                (a) may, subject to the articles, choose either to become the holder of those shares or to have them transferred to another person, and
                (b) subject to the articles, and pending any transfer of the shares to another person, has the same rights as the holder had.
                (2) But transmittees do not have the right to attend or vote at a general meeting in respect of shares to which they are entitled, by reason of the holder's death or bankruptcy or otherwise, unless they become the holders of those shares.

              • 66. Exercise of transmittees' rights

                (1) Transmittees who wish to become the holders of shares to which they have become entitled must notify the company in writing of that wish.
                (2) If the share is a certificated share and a transmittee wishes to have it transferred to another person, the transmittee must execute an instrument of transfer in respect of it.
                (3) If the share is an uncertificated share and the transmittee wishes to have it transferred to another person, the transmittee must —
                (a) procure that all appropriate instructions are given to effect the transfer, or
                (b) procure that the uncertificated share is changed into certificated form and then execute an instrument of transfer in respect of it.
                (4) Any transfer made or executed under this article is to be treated as if it were made or executed by the person from whom the transmittee has derived rights in respect of the share, and as if the event which gave rise to the transmission had not occurred.

              • 67. Transmittees bound by prior notices

                If a notice is given to a member in respect of shares and a transmittee is entitled to those shares, the transmittee is bound by the notice if it was given to the member before the transmittee's name has been entered in the register of members.

            • CONSOLIDATION OF SHARES

              • 68. Procedure for disposing of fractions of shares

                (1) This article applies where —
                (a) there has been a consolidation or division of shares, and
                (b) as a result, members are entitled to fractions of shares.
                (2) The directors may —
                (a) sell the shares representing the fractions to any person including the company for the best price reasonably obtainable,
                (b) in the case of a certificated share, authorise any person to execute an instrument of transfer of the shares to the purchaser or a person nominated by the purchaser, and
                (c) distribute the net proceeds of sale in due proportion among the holders of the shares.
                (3) Where any holder's entitlement to a portion of the proceeds of sale amounts to less than a minimum figure determined by the directors, that member's portion may be distributed to an organisation which is a charity for the purposes of the laws of the Abu Dhabi.
                (4) The person to whom the shares are transferred is not obliged to ensure that any purchase money is received by the person entitled to the relevant fractions.
                (5) The transferee's title to the shares is not affected by any irregularity in or invalidity of the process leading to their sale.

            • DISTRIBUTIONS

              • 69. Procedure for declaring dividends

                (1) The company may by ordinary resolution declare dividends, and the directors may decide to pay interim dividends.
                (2) A dividend must not be declared unless the directors have made a recommendation as to its amount. Such a dividend must not exceed the amount recommended by the directors.
                (3) No dividend may be declared or paid unless it is in accordance with members' respective rights.
                (4) Unless the members' resolution to declare or directors' decision to pay a dividend, or the terms on which shares are issued, specify otherwise, it must be paid by reference to each member's holding of shares on the date of the resolution or decision to declare or pay it.
                (5) If the company's share capital is divided into different classes, no interim dividend may be paid on shares carrying deferred or non-preferred rights if, at the time of payment, any preferential dividend is in arrear.
                (6) The directors may pay at intervals any dividend payable at a fixed rate if it appears to them that the profits available for distribution justify the payment.
                (7) If the directors act in good faith, they do not incur any liability to the holders of shares conferring preferred rights for any loss they may suffer by the lawful payment of an interim dividend on shares with deferred or non-preferred rights.

              • 70. Calculation of dividends

                (1) Except as otherwise provided by the articles or the rights attached to shares, all dividends must be —
                (a) declared and paid according to the amounts paid up on the shares on which the dividend is paid, and
                (b) apportioned and paid proportionately to the amounts paid up on the shares during any portion or portions of the period in respect of which the dividend is paid.
                (2) If any share is issued on terms providing that it ranks for dividend as from a particular date, that share ranks for dividend accordingly.
                (3) For the purposes of calculating dividends, no account is to be taken of any amount which has been paid up on a share in advance of the due date for payment of that amount.

              • 71. Payment of dividends and other distributions

                (1) Where a dividend or other sum which is a distribution is payable in respect of a share, it must be paid by one or more of the following means —
                (a) transfer to a bank account specified by the distribution recipient either in writing or as the directors may otherwise decide,
                (b) sending a cheque made payable to the distribution recipient by post to the distribution recipient at the distribution recipient's registered address (if the distribution recipient is a holder of the share), or (in any other case) to an address specified by the distribution recipient either in writing or as the directors ma y otherwise decide,
                (c) sending a cheque made payable to such person by post to such person at such address as the distribution recipient has specified either in writing or as the directors may otherwise decide, or
                (d) any other means of payment as the directors agree with the distribution recipient either in writing or by such other means as the directors decide.
                (2) In the articles, "the distribution recipient" means, in respect of a share in respect of which a dividend or other sum is payable —
                (a) the holder of the share, or
                (b) if the share has two or more joint holders, whichever of them is named first in the register of members, or
                (c) if the holder is no longer entitled to the share by reason of death or bankruptcy, or otherwise by operation of law, the transmittee.

              • 72. Deductions from distributions in respect of sums owed to the company

                (1) If —
                (a) a share is subject to the company's lien, and
                (b) the directors are entitled to issue a lien enforcement notice in respect of it,
                they may, instead of issuing a lien enforcement notice, deduct from any dividend or other sum payable in respect of the share any sum of money which is payable to the company in respect of that share to the extent that they are entitled to require payment under a lien enforcement notice.
                (2) Money so deducted must be used to pay any of the sums payable in respect of that share.
                (3) The company must notify the distribution recipient in writing of —
                (a) the fact and amount of any such deduction,
                (b) any non-payment of a dividend or other sum payable in respect of a share resulting from any such deduction, and
                (c) how the money deducted has been applied.

              • 73. No interest on distributions

                The company may not pay interest on any dividend or other sum payable in respect of a share unless otherwise provided by —

                (a) the terms on which the share was issued, or
                (b) the provisions of another agreement between the holder of that share and the company.

              • 74. Unclaimed distributions

                (1) All dividends or other sums which are —
                (a) payable in respect of shares, and
                (b) unclaimed after having been declared or become payable,
                may be invested or otherwise made use of by the directors for the benefit of the company until claimed.
                (2) The payment of any such dividend or other sum into a separate account does not make the company a trustee in respect of it.
                (3) If —
                (a) twelve years have passed from the date on which a dividend or other sum became due for payment, and
                (b) the distribution recipient has not claimed it,
                the distribution recipient is no longer entitled to that dividend or other sum and it ceases to remain owing by the company.

              • 75. Non-cash distributions

                (1) Subject to the terms of issue of the share in question, the company may, by ordinary resolution on the recommendation of the directors, decide to pay all or part of a dividend or other distribution payable in respect of a share by transferring non-cash assets of equivalent value (including, without limitation, shares or other securities in any company).
                (2) If the shares in respect of which such a non-cash distribution is paid are uncertificated, any shares in the company which are issued as a non-cash distribution in respect of them must be uncertificated.
                (3) For the purposes of paying a non-cash distribution, the directors may make whatever arrangements they think fit, including, where any difficulty arises regarding the distribution —
                (a) fixing the value of any assets,
                (b) paying cash to any distribution recipient on the basis of that value in order to adjust the rights of recipients, and
                (c) vesting any assets in trustees.

              • 76. Waiver of distributions

                Distribution recipients may waive their entitlement to a dividend or other distribution payable in respect of a share by giving the company notice in writing to that effect, but if —

                (a) the share has more than one holder, or
                (b) more than one person is entitled to the share, whether by reason of the death or bankruptcy of one or more joint holders, or otherwise,

                the notice is not effective unless it is expressed to be given, and signed, by all the holders or persons otherwise entitled to the share.

            • CAPITALISATION OF PROFITS

              • 77. Authority to capitalise and appropriation of capitalised sums

                (1) Subject to the articles, the directors may, if they are so authorised by an ordinary resolution —
                (a) decide to capitalise any profits of the company (whether or not they are available for distribution) which are not required for paying a preferential dividend, or any sum standing to the credit of the company's capital redemption reserve, and
                (b) appropriate any sum which they so decide to capitalise (a "capitalised sum") to the persons who would have been entitled to it if it were distributed by way of dividend (the "persons entitled") and in the same proportions.
                (2) Capitalised sums must be applied —
                (a) on behalf of the persons entitled, and
                (b) in the same proportions as a dividend would have been distributed to them.
                (3) Any capitalised sum may be applied in paying up new shares of an issue price equal to the capitalised sum which are then allotted credited as fully paid to the persons entitled or as they may direct.
                (4) A capitalised sum which was appropriated from profits available for distribution may be applied —
                (a) in or towards paying up any amounts unpaid on existing shares held by the persons entitled, or
                (b) in paying up new debentures of the company which are then allotted credited as fully paid to the persons entitled or as they may direct.
                (5) Subject to the articles the directors may —
                (a) apply capitalised sums in accordance with paragraphs (3) and (4) partly in one way and partly in another,
                (b) make such arrangements as they think fit to deal with shares or debentures becoming distributable in fractions under this article (including the issuing of fractional certificates or the making of cash payments), and
                (c) authorise any person to enter into an agreement with the company on behalf of all the persons entitled which is binding on them in respect of the allotment of shares and debentures to them under this article.

          • PART 5 PART 5 MISCELLANEOUS PROVISIONS

            • COMMUNICATIONS

              • 78. Means of communication to be used

                (1) Subject to the articles, anything sent or supplied by or to the company under the articles may be sent or supplied in any way in which the Companies Regulations provides for documents or information which are authorised or required by any provision of the Companies Regulations to be sent or supplied by or to the company.
                (2) Subject to the articles, any notice or document to be sent or supplied to a director in connection with the taking of decisions by directors may also be sent or supplied by the means by which that director has asked to be sent or supplied with such notices or documents for the time being.
                (3) A director may agree with the company that notices or documents sent to that director in a particular way are to be deemed to have been received within a specified time of their being sent, and for the specified time to be less than 48 hours.

              • 79. Failure to notify contact details

                (1) If —
                (a) the company sends two consecutive documents to a member over a period of at least 12 months, and
                (b) each of those documents is returned undelivered, or the company receives notification that it has not been delivered,
                that member ceases to be entitled to receive notices from the company.
                (2) A member who has ceased to be entitled to receive notices from the company becomes entitled to receive such notices again by sending the company —
                (a) a new address to be recorded in the register of members, or
                (b) if the member has agreed that the company should use a means of communication other than sending things to such an address, the information that the company needs to use that means of communication effectively.

            • ADMINISTRATIVE ARRANGEMENTS

              • 80. Company seals

                (1) Any common seal may only be used by the authority of the directors.
                (2) The directors may decide by what means and in what form any common seal or securities seal is to be used.
                (3) Unless otherwise decided by the directors, if the company has a common seal and it is affixed to a document, the document must also be signed by at least one authorised person in the presence of a witness who attests the signature.
                (4) For the purposes of this article, an authorised person is —
                (a) any director of the company,
                (b) the company secretary, or
                (c) any person authorised by the directors for the purpose of signing documents to which the common seal is applied.
                (5) If the company has an official seal for use abroad, it may only be affixed to a document if its use on that document, or documents of a class to which it belongs, has been authorised by a decision of the directors.
                (6) If the company has a securities seal, it may only be affixed to securities by the company secretary or a person authorised to apply it to securities by the company secretary.
                (7) For the purposes of the articles, references to the securities seal being affixed to any document include the reproduction of the image of that seal on or in a document by any mechanical or electronic means which has been approved by the directors in relation to that document or documents of a class to which it belongs.

              • 81. Destruction of documents

                (1) The company is entitled to destroy —
                (a) all instruments of transfer of shares which have been registered, and all other documents on the basis of which any entries are made in the register of members, from six years after the date of registration,
                (b) all dividend mandates, variations or cancellations of dividend mandates, and notifications of change of address, from two years after they have been recorded,
                (c) all share certificates which have been cancelled from one year after the date of the cancellation,
                (d) all paid dividend warrants and cheques from one year after the date of actual payment, and
                (e) all proxy notices from one year after the end of the meeting to which the proxy notice relates.
                (2) If the company destroys a document in good faith, in accordance with the articles, and without notice of any claim to which that document may be relevant, it is conclusively presumed in favour of the company that —
                (a) entries in the register purporting to have been made on the basis of an instrument of transfer or other document so destroyed were duly and properly made,
                (b) any instrument of transfer so destroyed was a valid and effective instrument duly and properly registered,
                (c) any share certificate so destroyed was a valid and effective certificate duly and properly cancelled, and
                (d) any other document so destroyed was a valid and effective document in accordance with its recorded particulars in the books or records of the company.
                (3) This article does not impose on the company any liability which it would not otherwise have if it destroys any document before the time at which this article permits it to do so.
                (4) In this article, references to the destruction of any document include a reference to its being disposed of in any manner.

              • 82. No right to inspect accounts and other records

                Except as provided by law or authorised by the directors or an ordinary resolution of the company, no person is entitled to inspect any of the company's accounting or other records or documents merely by virtue of being a member.

              • 83. Provision for employees on cessation of business

                The directors may decide to make provision for the benefit of persons employed or formerly employed by the company or any of its subsidiaries (other than a director or former director or shadow director) in connection with the cessation or transfer to any person of the whole or part of the undertaking of the company or that subsidiary.

            • DIRECTORS' INDEMNITY AND INSURANCE

              • 84. Indemnity

                (1) Subject to paragraph (2), a relevant director of the company or an associated company may be indemnified out of the company's assets against —
                (a) any liability incurred by that director in connection with any negligence, default, breach of duty or breach of trust in relation to the company or an associated company,
                (b) any liability incurred by that director in connection with the activities of the company or an associated company in its capacity as a trustee of an occupational pension scheme (as defined in section 222(6) of the Companies Regulations),
                (c) any other liability incurred by that director as an officer of the company or an associated company.
                (2) This article does not authorise any indemnity which would be prohibited or rendered void by any provision of the Companies Regulations or by any other provision of law.
                (3) In this article —
                (a) companies are associated if one is a subsidiary of the other or both are subsidiaries of the same body corporate, and
                (b) a "relevant director" means any director or former director of the company or an associated company.

              • 85. Insurance

                (1) The directors may decide to purchase and maintain insurance, at the expense of the company, for the benefit of any relevant director in respect of any relevant loss.
                (2) In this article —
                (a) a "relevant director" means any director or former director of the company or an associated company,
                (b) a "relevant loss" means any loss or liability which has been or may be incurred by a relevant director in connection with that director's duties or powers in relation to the company, any associated company or any pension fund or employees' share scheme of the company or associated company, and
                (c) companies are associated if one is a subsidiary of the other or both are subsidiaries of the same body corporate.

      • Companies Regulations (Business and Company Names) Rules 2016

        Click herehere to view PDF

      • Business and Company Names Rules 2021

        Date of Adoption 17 March 2021

        The Board of Directors of Abu Dhabi Global Market, in exercise of the powers conferred by sections 49, 50, 51, 54, 55(2), 70(1), and 980(2) of the Companies Regulations 2020 and sections 22(1), 59(1)(b), 60(1) and 62(1) of the Commercial Licensing Regulations 2015, makes the following Rules:-

        • PART 1 PART 1 INTRODUCTORY

          • 1. Citation, commencement and interpretation

            (1) These Rules may be cited as the Business and Company Names Rules 2021.
            (2) These Rules shall come into force on 12 April 2021. On the date of coming into force of these Rules, the Business and Company Names Rules 2016 shall be repealed and any application made, statement delivered or consent given, pursuant to the Business and Company Names Rules 2016 shall be deemed to have been an application made, statement delivered or consent given, pursuant to the equivalent provision of these Rules.
            (3) In these Rules—
            (a) “a controlled activity” has the meaning given to it pursuant to the Commercial Licensing Regulations,
            (b) “Approved Trade Name” has the meaning given to that term in Rule 6(2)(b),
            (c) “Name Reservation” has the meaning given to that term in Rule 13,
            (d) “Proposed Trade Name” has the meaning given to that term in Rule 3,
            (e) “Name Reservation Applicant” has the meaning given to that term in Rule 13.
            (f) “the Commercial Licensing Regulations” means the Commercial Licensing Regulations 2015,
            (g) “the Companies Regulations” means the Companies Regulations 2020,
            (h) “Trade Name” means any name under which a person conducts business that is different from that person’s legal name,
            (i) “Trade Name Application” has the meaning given to that term in Rule 3, and
            (j) “Trade Name Holder” has the meaning given to that term in Rule 6(2)(a).
            (4) Unless the context otherwise requires—
            (a) a reference to a ‟Rule” or ‟Rules” is a reference to these rules and a reference to a numbered rule, Part or Schedule is to the rule, Part or Schedule, and
            (b) words in the singular include the plural and vice versa and a reference to a gender includes a reference to all genders.

        • PART 2 PART 2 TRADE NAMES

          • 2. General prohibition

            (1) Subject to Rule 2(2), no person may conduct business in Abu Dhabi Global Market under a Trade Name that is not an Approved Trade Name in respect of which that person is the Trade Name Holder.
            (2) The Registrar may specify on its website certain persons who are exempt from the prohibition in Rule 2(1).
            (3) A person who breaches Rule 2(1) commits a contravention of these Rules and is liable to a level 5 fine on the standard scale.

          • 3. Application for a trade name

            Any person:
            (a) applying for a licence under the Commercial Licensing Regulations, or
            (b) who is licensed under the Commercial Licensing Regulations,
            who intends to conduct business in Abu Dhabi Global Market under a Trade Name must make a Trade Name application (a “Trade Name Application”) specifying the proposed Trade Name of the applicant (a “Proposed Trade Name”) to the Registrar.

          • 4. Application process and fees

            (1) Trade Name Applications must be made in the form specified by the Registrar from time to time on its website.
            (2) The Registrar may require supporting documentation to be provided in connection with a Trade Name Application evidencing the applicant’s right to use a Proposed Trade Name and such other matters as the Registrar may reasonably require.
            (3) The Board may exercise its powers under Section 938 of the Companies Regulations and Section 16(8) of the Commercial Licensing Regulations to make rules requiring the payment of fees to the Registrar in connection with these Rules.

          • 5. Restriction on number of Approved Trade Names

            (1) A person may make an application pursuant to Rule 4 in respect of more than one Proposed Trade Name.
            (2) A Trade Name Holder may make an application pursuant to Rule 4 in respect of one or more additional Proposed Trade Names.
            (3) Any application for more than one Trade Name shall set out in writing the reasons why the Trade Name Holder requires more than one Trade Name.
            (4) The Registrar may, in its absolute discretion, refuse any application for more than one Approved Trade Name.

          • 6. Determination by the Registrar

            (1) On receiving a Trade Name Application the Registrar may either approve it or reject it.
            (2) If the Trade Name Application is approved by the Registrar, the Registrar shall issue a notice to the applicant setting out—
            (a) the legal name and address of the person entitled to use the trade name (the “Trade Name Holder”), and
            (b) the approved trade name (“Approved Trade Name”).
            (3) The Registrar may reject a Trade Name Application in its sole discretion. If a Trade Name Application is rejected by the Registrar, the Registrar shall provide notice to the applicant of the rejection.
            (4) The Registrar is not required to provide reasons for its rejection of a Trade Name Application.

          • 7. Registrar’s list of Approved Trade Names

            The Registrar shall maintain a list of Approved Trade Names and their respective Trade Name Holders on its existing public register.

          • 8. Names not to be the same as another in the Registrar’s list of Approved Trade Names

            Subject to Rules 19 and 20, a Proposed Trade Name that is the same as another name on the Registrar’s list of Approved Trade Names shall not be approved.

          • 9. Change of Approved Trade Name

            (1) An application to change an Approved Trade Name may be submitted to the Registrar by that Approved Trade Name’s Trade Name Holder.
            (2) Applications under Rule 9(1) must be made in the form specified by the Registrar from time to time on its website.
            (3) Subject to Rule 9(2), an application to change an Approved Trade Name shall be subject to the provisions of these Rules that apply to Trade Name Applications.

          • 10. Registrar’s power to direct change of Approved Trade Name

            (1) The Registrar may direct a Trade Name Holder to change an Approved Trade Name if the Approved Trade Name is the same as, or, in the opinion of the Registrar, too like:
            (a) the name of the Federal Government of the United Arab Emirates or the Government of any Emirate within the United Arab Emirates,
            (b) the name of a municipality within the United Arab Emirates,
            (c) the name of any other person registered with any governmental authority of the United Arab Emirates or of any Emirate within the United Arab Emirates,
            (d) a name appearing at the time of the registration in the Registrar’s list of company names or the Registrar’s list of Approved Trade Names, or
            (e) a name that should have appeared in the Registrar’s list of company names or the registrar’s list of Approved Trade Names at that time.
            (2) Any direction given pursuant to Rule 10(1) must:
            (a) be in writing,
            (b) be given within twelve months of the Registrar’s approval of the Approved Trade Name in question, and
            (c) specify the date by which the Trade Name Holder must change the Approved Trade Name.

          • 11. Dissolution of Trade Name Holder

            If a Trade Name Holder is dissolved, liquidated or otherwise ceases to exist, the Approved Trade Name held by that Trade Name Holder shall immediately cease to be an Approved Trade Name.

          • 12. Dormant Trade Names

            (1) If it appears to the Registrar that an Approved Trade Name has not been in use for 180 days, then—
            (a) the Registrar may serve written notice on the relevant Trade Name Holder requesting evidence that the Approved Trade Name is in use (a “Dormant Trade Name Notice”), and
            (b) if the Trade Name Holder does not supply within 90 days of receipt of a Dormant Trade Name Notice evidence satisfactory to the Registrar that the Approved Trade Name was in use during the previous 270 days, the Registrar may revoke its approval of the relevant Approved Trade Name.

        • PART 3 PART 3 COMPANY NAME RESERVATION

          • 13. Reservation of a Company Name

            (1) Applications to reserve a company name (a “Name Reservation”) under section 47 of the Companies Regulations must be made in the form specified by the Registrar form time to time on its website.
            (2) If the Name Reservation is approved by the Registrar, the Registrar shall provide the applicant (the “Name Reservation Applicant”) with written notice to that effect and the company name specified in the Name Reservation shall be reserved for the Name Reservation Applicant for a period of 30 days from the date of such written notice.
            (3) The Registrar may reject a Name Reservation in its sole discretion. If a Name Reservation is rejected by the Registrar, the Registrar shall provide notice to the applicant of the rejection.
            (4) The Registrar is not required to provide reasons for its rejection of a Name Reservation.

        • PART 4 PART 4 PERMITTED COMPANY NAMES AND TRADE NAMES

          • 14. Permitted characters

            (1) This Rule sets out the characters, signs, symbols (including accents and other diacritical marks) and punctuation that may be used—
            (a) in the name of a company registered under the Companies Regulations,
            (b) in a Trade Name, and
            (c) in names and addresses contained in documents delivered to the Registrar,
            (“the permitted characters”).
            (2) The following permitted characters may be used for the purposes set out in Rule 1
            (a) any character, character with an accent or other diacritical mark, sign or symbol set out in table 1 in Schedule 1,
            (b) 0, 1, 2, 3, 4, 5, 6, 7, 8 or 9,
            (c) full stop, comma, colon, semi-colon or hyphen, and
            (d) any other punctuation referred to in column 1 of table 2 in Schedule 1 but only in one of the forms set out opposite that punctuation in column 2 of that table.
            (3) The signs and symbols set out in table 3 in Schedule 1 are permitted characters that may be used but not as one of the first three permitted characters of a company’s name.
            (4) The name of a company registered under the Companies Regulations and any Trade Name must not consist of more than 400 permitted characters.
            (5) For the purposes of computing the number of permitted characters in paragraph (4) of this Rule (but not in paragraph (3) of this Rule), any blank space between one permitted characters and another in the name shall be counted as though it was a permitted character.

          • 15. Limited and permitted alternatives

            A person must not carry on a controlled activity in or from the Abu Dhabi Global Market under a name that concludes with any word or abbreviation set out in inverted commas in paragraph 1 of Schedule 2 or any word or expression specified as similar thereto pursuant to paragraph 2 of Schedule 2 unless that person is —
            (a) a company incorporated or continued in the Abu Dhabi Global Market with that name pursuant to the Companies Regulations, or
            (b) an overseas company with that name registered in the Abu Dhabi Global Market under the Commercial Licensing Regulations.

          • 16. Other indications of legal form

            A person must not carry on a controlled activity in or from the Abu Dhabi Global Market under a name that includes any expression or abbreviation set out in inverted commas in paragraph 3 of Schedule 2 or (any word or abbreviation specified as similar thereto pursuant to paragraph 4 of Schedule 2) unless that person is such a company or partnership as is indicated in that expression or abbreviation.

          • 17. Inappropriate indication of company type or legal form: generally applicable provisions

            (1) A person must not carry on a controlled activity in or from the Abu Dhabi Global Market under a name that includes, otherwise than at the end of the name, an expression or abbreviation specified in inverted commas in paragraphs 3(a) to 3(f) of Schedule 2 (or any expression or abbreviation specified as similar thereto pursuant to paragraph 4 of Schedule 2).
            (2) Paragraph (1) is subject to Rule 18(b).

          • 18. Inappropriate indication of company type or legal form: unlimited company

            An unlimited company must not be registered under the Regulations by a name that concludes with—
            (a) the word or abbreviation specified in inverted commas in paragraph 1(a) of Schedule 2 (or any word or abbreviation specified as similar thereto pursuant to paragraph 2 of Schedule 2), or
            (b) an expression or abbreviation specified in inverted commas in paragraph 3(a) to (f) of Schedule 2 (or any expression or abbreviation specified as similar thereto pursuant to paragraph 4 of Schedule 2).

          • 19. Names not to be the same as another in the Registrar’s lists

            (1) A Proposed Trade Name that is the same as either:
            (a) another name on the Registrar’s list of company names; or
            (b) another name on the Registrar’s list of Approved Trade Names
            shall not be approved unless the Trade Name Application is submitted by the company of that name or with the written consent of the relevant company or Trade Name Holder.
            (2) Schedule 3 has effect for setting out—
            (a) the matters that are to be disregarded, and
            (b) the words, expressions, signs and symbols that are to be regarded as the same,
            for the purposes of Rule 19(1) and section 55 of the Companies Regulations (determining whether a name to be registered under the Regulations is the same as another name appearing in the Registrar’s list of company names).

          • 20. Consent to registration of a name which is the same as another in the Registrar’s list of company names

            (1) If the conditions in paragraph (2) are met, then
            (a) a company may be registered under the Companies Regulations by a name which would be deemed the same as another on the Registrar’s list of company names, and
            (b) a Proposed Trade Name which would be deemed the same as another on the Registrar’s list of company names or the same as another on the Registrar’s list of Approved Trade names may be approved by the Registrar.
            (2) The conditions are—
            (a) the company or other body whose name already appears in the Registrar’s list of company names or who is the Trade Name Holder of the Approved Trade Name in question (“Body X”) consents to the Proposed Same Company Name or Proposed Trade Name being the name of a company or the Approved Trade Name of the person making the relevant Trade Name Application (as the case may be) (“Body Y”),
            (b) Body Y forms, or is to form, part of the same group as Body X, and
            (c) Body Y provides to the Registrar a copy of a statement made by Body X indicating—
            (i) the consent of Body X as referred to in sub-paragraph (a), and
            (ii) that Company Y forms, or is to form, part of the same group as Body X.
            (3) If the Proposed Same Company Name or Proposed Trade Name is to be taken by a company which has not yet been incorporated, the copy of such statement must be provided to the Registrar instead by the person who delivers to the Registrar the application for registration of the company (and the reference in paragraph (1) to the conditions in paragraph (2) shall be read accordingly).
            (4) The Registrar may accept the statement referred to in paragraph (2)(c) as sufficient evidence that the conditions referred to in paragraph (2)(a) and (b) have been met.
            (5) If the consent referred to in paragraph (2)(a) is given by Body X, a subsequent withdrawal of that consent does not affect:
            (a) the registration of Body Y by that Proposed Same Company Name, or
            (b) Body Y’s registration as the Trade Name Holder of the relevant Approved Trade Name
            (6) In this Rule—
            (a) “group” has the meaning given in section 446(1) of the Companies Regulations, and
            (b) “Proposed Same Company Name” means a name which is, due to the application of Rule 19 and Schedule 3, considered the same as either a name appearing in the Registrar’s list of company names and differs from that name appearing in the list by any of the matters set out in inverted commas in paragraph 5 of Schedule 3.

          • 21. Names with connection to Public Authorities

            Each of the persons and bodies set out in Schedule 4 is specified for the purposes of section 59(1)(b) of the Commercial Licensing Regulations and section 49(1)(c) of the Companies Regulations.

          • 22. Specified words and expressions to which section 60 of the Commercial Licensing Regulations and section 50 of the Companies Regulations apply

            The following words and expressions are specified for the purposes of section 60(1) of the Commercial Licensing Regulations and section 50 of the Companies Regulations —
            (a) the words and expressions set out in Schedule 5,
            (b) the plural and possessive forms of those words and expressions, and, where relevant, the feminine form, and
            (c) where relevant, other grammatical forms of those words and expressions.

          • 23. Interpretation

            In this Part “permitted characters” has the meaning given in Rule 14(1).

        • PART 5 TRADING DISCLOSURES

          • 24. Legibility of displays and disclosures

            Any display or disclosure of information required by this Part must be in characters that can be read with the naked eye.

          • 25. Requirement to display registered name at registered office and inspection place

            (1) Every company registered under the Companies Regulations and every person licensed under the Commercial Licensing Regulations shall display its full legal name at—
            (a) its registered office, and
            (b) in the case of companies registered under the Companies Regulations only, any inspection place.
            (2) Paragraph (1) shall not apply to any company registered under the Companies Regulations which has at all times since its registration been dormant.
            (3) Paragraph (1) shall also not apply to the registered office or an inspection place of a person where—
            (a) in respect of that person, a liquidator, administrator or administrative receiver has been appointed, and
            (b) the registered office or inspection place is also a place of business of that liquidator, administrator or administrative receiver.

          • 26. Requirement to display registered name at other business locations

            (1) This Rule applies to a location other than a person’s registered office in Abu Dhabi Global Market or, in the case of a company registered under the Companies Regulations, any inspection place.
            (2) A company registered under the Companies Regulations and every person licensed under the Commercial Licensing Regulations shall display its legal name at any such location at which it carries on business.
            (3) But paragraph (2) shall not apply to a location which is primarily used for living accommodation.
            (4) Paragraph (2) shall also not apply to any location at which business is carried on by a person where—
            (a) in respect of that person, a liquidator, administrator or administrative receiver has been appointed, and
            (b) the location is also a place of business of that liquidator, administrator or administrative receiver.
            (5) Paragraph (2) shall also not apply to any location at which business is carried on by a company registered under the Companies Regulations of which every director who is an individual is a relevant director.
            (6) In this Rule—
            (a) “administrative receiver” has the meaning given by section 152 of the Insolvency Regulations 2015,
            (b) “credit reference agency” has the meaning given in section 229(7) of the Companies Regulations,
            (c) “protected information” has the meaning given in section 226 of the Companies Regulations, and
            (d) “relevant director” means an individual in respect of whom the Registrar is required by Rules made pursuant to section 229(4) of the Companies Regulations to refrain from disclosing protected information to a credit reference agency.

          • 27. Manner of display of name

            (1) This Rule applies where a person is required to display its legal name at any office, place or location.
            (2) Where that office, place or location is shared by no more than five persons who are subject to the requirement to display their legal name at any office, place or location, the registered name shall be so positioned that it may be easily seen by any visitor to that office, place or location and shall be displayed continuously.

          • 28. Name to appear in communications

            (1) Every company registered under the Companies Regulations and every person licensed under the Commercial Licensing Regulations shall disclose its legal name on—
            (a) its business letters, notices and other official publications,
            (b) its bills of exchange, promissory notes, endorsements and order forms,
            (c) cheques purporting to be signed by or on behalf of that person,
            (d) orders for money, goods or services purporting to be signed by or on behalf of the company,
            (e) its bills of parcels, invoices and other demands for payment, receipts and letters of credit,
            (f) its applications for licences to carry on a controlled activity in or from the Abu Dhabi Global Market (including any application for the issuance or renewal of a licence under the Commercial Licensing Regulations), and
            (g) all other forms of its business correspondence and documentation.
            (2) Every company registered under the Companies Regulations and every person licensed under the Commercial Licensing Regulations shall disclose its legal name on its website(s).

          • 29. Further particulars to appear in business letters, order forms and websites

            (1) Every company registered under the Companies Regulations shall disclose the particulars set out in paragraph (2) on—
            (a) its business letters,
            (b) its order forms, and
            (c) its websites.
            (2) The particulars are—
            (a) the company’s registered number, and
            (b) the address of the company’s registered office.

          • 30. Disclosure of names of directors

            (1) Where a company registered under the Company Regulation’s business letter includes the name of any director of that company, other than in the text or as a signatory, the letter must disclose the name of every director of that company.
            (2) In paragraph (1), “name” has the following meanings—
            (a) in the case of a director who is an individual, “name” has the meaning given in section 154(2) of the Companies Regulations, and
            (b) in the case of a director who is a body corporate or a firm that is a legal person under the law by which it is governed, “name” means corporate name or firm name.

          • 31. Disclosures relating to registered office and inspection place

            (1) A company registered under the Companies Regulations shall disclose—
            (a) the address of its registered office,
            (b) any inspection place, and
            (c) the type of company records which are kept at that office or place, to any person it deals with in the course of business who makes a written request to the company for that information.
            (2) The company shall send a written response to that person within five working days of the receipt of that request.

          • 32. Interpretation

            In this Part—
            (a) “company record” means—
            (i) any register, index, accounting records, agreement, memorandum, minutes or other document required by the Companies Regulations to be kept by a company, and
            (ii) any register kept by a company of its debenture holders,
            (b) “inspection place” means any location, other than a company’s registered office, at which a company keeps available for inspection any company record which it is required under the Companies Regulations to keep available for inspection,
            (c) a reference to any type of document is a reference to a document of that type in hard copy, electronic or any other form, and
            (d) in relation to a company, a reference to “its websites” includes a reference to any part of a website relating to that company which that company has caused or authorised to appear.

          • 33. Business and Company Names Rules 2016

            The Business and Company Names Rules 2016 are repealed.

        • SCHEDULE 1 Characters, Signs, Symbols (including Accents and other Diacritical Marks) and Punctuation

        • SCHEDULE 2 Specified Words, Expressions and Abbreviations

          1. The words and abbreviations specified are—
          (a) “LIMITED” or (with or without full stops) the abbreviation “LTD”, and
          (b) “UNLIMITED”.
          2. The words and abbreviations specified as similar to the word and abbreviation set out in inverted commas in paragraph 1 are any in which —
          (a) one or more characters has been omitted,
          (b) one or more characters, signs, symbols or punctuation has been added, or
          (c) each of one or more characters has been substituted by one or more other characters, signs, symbols or punctuation,
          in such a way as to be likely to mislead the public as to the legal form of a business if included in a business name.
          3. The expressions and abbreviations specified are —
          (a) “LIMITED LIABILITY COMPANY” or (with or without full stops) the abbreviation “LLC”,
          (b) “PRIVATE JOINT STOCK COMPANY” or (with or without full stops) the abbreviation “JSC”,
          (c) “PUBLIC JOINT STOCK COMPANY” or (with or without full stops) the abbreviation “PJSC”,
          (d) “PUBLIC LIMITED COMPANY” or (with or without full stops) the abbreviation “PLC”,
          (e) “RESTRICTED”, “RESTRICTED SCOPE COMPANY” or (with or without full stops) the abbreviation “RSC”, and
          (f) “LIMITED PARTNERSHIP” or (with or without full stops) the abbreviation "LP".
          4. The expressions and abbreviations specified as similar to the expressions and abbreviations set out in inverted commas in paragraph 3 are any in which —
          (a) one or more characters has been omitted,
          (b) one or more characters, signs, symbols or punctuation has been added, or
          (c) each of one or more characters has been substituted by one or more other characters, signs, symbols or punctuation,
          in such a way as to be likely to mislead the public as to the legal form of a business if included in a business name.

        • SCHEDULE 3 Name same as another in the Registrar’s register of Company Names

          1. In determining whether a name is the same as another name appearing in the Registrar’s register of company names the provisions in this Schedule are to be applied in the order set out in the Schedule.
          2. Regard each permitted character set out in column 1 of the table to this paragraph as the same as a corresponding permitted character, or combination of permitted characters, in column 2.
          3. Taking the name remaining after the application of paragraph 2, disregard any word, expression or abbreviation set out in inverted commas in Schedule 2 where it appears at the end of the name.
          4. (1) Taking the name remaining after the application of paragraphs 2 and 3, regard each of the words, expressions, signs and symbols set out in inverted commas in any of the paragraphs of sub-paragraph (2) (“relevant matters”) as the same as the other relevant matters set out in that paragraph where each relevant matter—
          (a) is preceded by and followed by a blank space, or
          (b) where the relevant matter is at the beginning of the name, where it is followed by a blank space.
              (2) The words, expressions, signs and symbols are—
          (a) “AND” and “&”,
          (b) “PLUS” and “+”,
          (c) “0”, “ZERO” and “O”,
          (d) “1” and “ONE”,
          (e) “2”, “TWO”, “TO” and “TOO”,
          (f) “3” and “THREE”,
          (g) “4”, “FOUR” and “FOR”,
          (h) “5” and “FIVE”,
          (i) “6” and “SIX”,
          (j) “7” and “SEVEN”,
          (k) “8” and “EIGHT”,
          (l) “9” and “NINE”,
          (m) “£” and “POUND”,
          (n) “€” and “EURO”,
          (o) “$” and “DOLLAR”,
          (p) “¥” and “YEN”,
          (q) “%”, “PER CENT”, “PERCENT”, “PER CENTUM” and “PERCENTUM”, and
          (r) “@” and “AT”.
          5. (1) Taking the name remaining after the application of paragraphs 2 to 4, disregard at the end of the name the matters set out in inverted commas in subparagraph (2) (or any combination of such matters) where the matter (or combination) is preceded by a blank space or by the following punctuation or symbol in inverted commas—
          (a) a full stop, or
          (b) the “@” symbol.
              (2) The matters are—
          (a) “& CO”,
          (b) “& COMPANY”,
          (c) “AND CO”,
          (d) “AND COMPANY”,
          (e) “BIZ”,
          (f) “CO”,
          (g) “CO.AE”,
          (h) “COM”,
          (i) “COMPANY”, and
          (j) “NET”.
              (3) The matters in sub-paragraph (2) include any matter in inverted commas that is preceded by and followed by brackets set out in column 2 of table 2 in Schedule 1.
          6. Taking the name remaining after the application of paragraphs 2 to 5, disregard the following matters in any part of the name—
          (a) any punctuation set out in Rule 2(2)(c) or in column 2 of table 2 in Schedule 1; and
          (b) the following words and symbols set out in inverted commas—
          (i) “*”,
          (ii) “=“, and
          (iii) “#”.
          7. Taking the name remaining after the application of paragraphs 2 to 6, disregard the letter “S” at the end of the name.
          8. (1) Taking the name remaining after the application of paragraphs 2 to 7, disregard any permitted character after the first 60 permitted characters of the name.
              (2) For the purposes of computing the number of permitted characters in this paragraph, any blank space between one permitted character and another in the name shall be counted as though it was a permitted character.
          9. Taking the name remaining after the application of paragraphs 2 to 8, disregard the following matters or any combination of the following matters set out in inverted commas where they appear at the beginning of the name—
          (a) “@”,
          (b) “THE” (but only where followed by a blank space), and
          (c) “WWW”.
          10. Taking the name remaining after the application of paragraphs 2 to 9, disregard blank spaces between permitted characters.

        • SCHEDULE 4 Specified “Public Authorities”

          1. The Financial Regulator.
          2. The Board of Directors.
          3. The Registrar.
          4. Central Bank of the United Arab Emirates.
          5. Insurance Authority of the United Arab Emirates.
          6. Emirates Securities and Commodities Authority.
          7. Executive Council of the Emirate of Abu Dhabi.
          8. Abu Dhabi Municipality.
          9. Abu Dhabi Global Market.
          10. Abu Dhabi Global Market Registration Authority.
          11. Abu Dhabi Global Market Financial Services Regulations Authority.
          12. ADGM.
          13. ADGM Registration Authority.
          14. ADGM Financial Services Authority.
          15. ADGM RA.
          16. ADGM FSRA.
          17. Any other authority specified by the Registrar from time to time for the purposes of this Schedule 4.

        • SCHEDULE 5 Specified Words and Expressions

          1. Abu Dhabi
          2. Abu Dhabi Investment Authority
          3. Abu Dhabi Investment Council
          4. Abu Dhabi National Oil Company
          5. Accredited
          6. Adjudicator
          7. ADNOC
          8. Ajman
          9. Al Ain
          10. Al Dar
          11. Al Khaleej
          12. Asset Management
          13. Association
          14. Assurance
          15. Audit office
          16. Bank
          17. Chamber of commerce
          18. Charity
          19. Chartered
          20. Commission
          21. Company services
          22. Company services provider
          23. Corporate services
          24. Corporate services provider
          25. Co-operative
          26. Danat
          27. Dibba
          28. Diyar
          29. Dubai
          30. Emirates
          31. Etehad
          32. Etihad
          33. Federation
          34. Foundation
          35. Fujeirah
          36. Fund
          37. Government
          38. Gulf
          39. Incorporation agent
          40. Inspectorate
          41. Institution
          42. Insurance
          43. Insurer
          44. Judicial appointment
          45. Khalifa
          46. Kohrfakkan
          47. Licensing
          48. Masdar
          49. Mubadala
          50. Mutual
          51. National
          52. Patent
          53. Patentee
          54. Police
          55. Post office
          56. Ras Al Khaimah
          57. Reassurance
          58. Reassurer
          59. Registrar
          60. Registered agent
          61. Regulator
          62. Reinsurance
          63. Reinsurer
          64. Saadiyat
          65. Sharjah
          66. Sheikh
          67. Social service
          68. Standards
          69. Stock exchange
          70. Tribunal
          71. Trust
          72. UAE
          73. Umm Al Quwain
          74. Underwrite
          75. United
          76. United Arab Emirates
          77. University
          78. Zayed
          79. Names of continents, countries, capitals of countries and names of the cities

      • Companies Regulations (International Accounting Standards) Rules 2015

        Date of Adoption: 12 April 2015

        The Board of Directors of Abu Dhabi Global Market, in exercise of the powers conferred by sections 446(1) of the Companies Regulations 2015, hereby makes the following Rules:-

        • 1. Citation commencement and interpretation

          (1) These Rules may be cited as the Companies Regulations (International Accounting Standards) Rules 2015.
          (2) These Rules shall come into force on the date of their publication.
          (3) In these Rules, "the Regulations" means the Companies Regulations 2015.
          (4) Terms used in these Rules which are defined in the Companies Regulations shall have the meanings given to them in the Regulations.
          (5) Unless the context otherwise requires —
          (a) references to sections are to sections of the Companies Regulations,
          (b) a reference to a "Rule" or "Rules" is a reference to these rules and a reference to a numbered rule, Part or Schedule is to the rule, Part or Schedule, and
          (c) words in the singular include the plural and vice versa and a reference to a gender includes a reference to all genders.

        • 2. International Accounting Standards

          (1) For the purpose of section 446(1) of the Regulations, "international accounting standards" shall mean International Accounting Standards (IAS), International Financial Reporting Standards (IFRS) and related Interpretations (SIC-IFRIC interpretations), subsequent amendments to those standards and related interpretations, and future standards and related interpretations issued or adopted by the International Accounting Standards Board (IASB), save to the extent that the Board issues rules ordering or approving derogations from such standards or interpretations.
          (2) Nothing in these Rules shall prevent the Board from prescribing other accounting standards which may be adopted for the purpose of preparing group accounts or individual accounts.

      • Companies Regulations (Fees) Rules 2015

      • Companies Regulations (Fees) Rules 2015

        Click herehere to view PDF

      • Companies Regulations (Fees) Rules 2021

        Date of Adoption: 17 March 2021

        The Board of Directors of Abu Dhabi Global Market, in exercise of the powers conferred by section 938 of the Companies Regulations 2020, hereby makes the following Rules:-

      • Companies Regulations (International Accounting Standards) Rules 2015

      • Companies Regulations (International Accounting Standards) Rules 2015

        Click herehere to view PDF

      • Companies Regulations (Model Articles) Rules 2015

      • Companies Regulations (Model Articles) Rules 2015

        Click herehere to view PDF

      • Companies Regulations (Name Adjudication) Rules 2015

        Date of Adoption: 12 April 2015

        The Board of Directors of Abu Dhabi Global Market, in exercise of the powers conferred by section 59 of the Companies Regulations 2015, hereby makes the following Rules: —

        • 1 Citation, commencement and interpretation

          (1) These Rules may be cited as the Companies Regulations (Names Adjudication) Rules 2015.
          (2) These Rules shall come into force on the date of their publication.
          (3) In these Rules, "the Regulations" means the Companies Regulations 2015.
          (4) Terms used in these Rules which are defined in the Regulations shall have the meanings given to them in the Regulations.
          (5) Unless the context otherwise requires —
          (a) references to sections are to sections of the Companies Regulations,
          (i) a reference to a "Rule" or "Rules" is a reference to these rules and a reference to a numbered rule, Part or Schedule is to the rule, Part or Schedule, and
          (ii) words in the singular include the plural and vice versa and a reference to a gender includes a reference to all genders.

        • 2. Forms and fees

          (1) The Registrar shall have the power to determine the form and content of any form required to be used by these Rules.
          (2) Where a form is required to be used by these Rules that form shall be accompanied by the fee, if any, specified in the Schedule in respect of that matter.

        • Proceedings before the Registrar

          • 3. Procedure for objecting to a company's registered name

            (1) An application under section 58 shall —
            (a) be made on the form prescribed by the Registrar from time to time,
            (b) include a concise statement of the grounds on which the application is made,
            (c) include an address for service in the Abu Dhabi Global Market, and
            (d) be filed with the Registrar.
            (2) The Registrar shall send a copy of the appropriate form to the primary respondent.
            (3) The Registrar shall specify a period within which the primary respondent must file its counter-statement.
            (4) The primary respondent, before the end of that period, shall file a counter-statement on the appropriate form, otherwise the Registrar may treat it as not opposing the application and may make an order under section 61.
            (5) In its counter-statement the primary respondent shall —
            (a) include an address for service in the Abu Dhabi Global Market,
            (b) include a concise statement of the grounds on which it relies,
            (c) state which of the allegations in the statement of grounds of the applicant it admits and which it denies, and
            (d) state which of the allegations it is unable to admit or deny, but which it requires the applicant to prove.
            (6) Any member or director of the primary respondent who is joined as a respondent to the application must be joined before the end of a period specified by the Registrar.
            (7) The Registrar shall send a copy of the appropriate form referred to in paragraph (4) to the applicant.

          • 4. Evidence rounds

            (1) When the period specified under Rule 3(3) has expired, the Registrar shall specify the periods within which evidence may be filed by the parties.
            (2) All evidence must be —
            (a) accompanied by the appropriate form, and
            (b) copied to all other parties in the proceedings.

          • 5. Decision of Registrar and hearings

            (1) Where the applicant files no evidence in support of its application the Registrar may treat it as having withdrawn its application.
            (2) The Registrar may strike out the application or any counter-statement in whole or in part if it is vexatious, has no reasonable prospect of success or is otherwise misconceived.
            (3) Any party may, by filing the appropriate form, request to be heard in person before a decision is made by the Registrar under the Companies Regulations or these Rules.
            (4) Following a request under Rule 5(3) the Registrar shall decide whether a decision can be made without an oral hearing in circumstances where —
            (a) the primary respondent files no evidence, or
            (b) the applicant files no evidence in reply to the respondent's evidence, or
            (c) the decision will not terminate the proceedings.
            (5) Where the Registrar decides that a decision can be made without an oral hearing the Registrar will specify a period for the parties to submit written submissions before making a decision.
            (6) Where the Registrar decides that a hearing is necessary he shall require the parties or their legal representatives to attend a hearing and shall give the parties at least 14 days' notice of the hearing.
            (7) When the Registrar has made a decision on the application under section 58(2) he shall send to the parties written notice of it, stating the reasons for his decision.
            (8) The date on which the decision was sent to the parties shall be taken to be the date of the decision for the purposes of any appeal.

          • 6. General powers of Registrar in relation to proceedings before him

            (1) At any stage of proceedings before him, the Registrar may direct that the parties to the proceedings attend a case management conference or pre-hearing review.
            (2) The Registrar may give such directions as to the management of the proceedings as he thinks fit, and in particular he may —
            (a) direct a document to be filed or to be copied to a party to proceedings within a specified period,
            (b) allow for the electronic filing and sending of documents,
            (c) direct how documents filed or sent electronically are to be authenticated,
            (d) direct that a document shall not be available for public inspection,
            (e) require a translation of any document,
            (f) direct that a witness be cross-examined,
            (g) consolidate proceedings,
            (h) direct that proceedings are to be heard by more than one person,
            (i) direct that part of any proceedings be dealt with as separate proceedings, or
            (j) suspend or stay proceedings.
            (3) The Registrar may control the evidence by giving directions as to —
            (a) the issues on which he requires evidence,
            (b) the nature of the evidence which he requires to decide those issues, and
            (c) the way in which the evidence is to be placed before him,
            and the Registrar may use his power under this paragraph to exclude evidence which would otherwise be admissible.

          • 7. Requests for extensions of time

            (1) The Registrar may extend (or further extend) any period which has been specified under any provision of these Rules even if the period has expired.
            (2) Any party can request an extension of any time period specified under any provision of these Rules.
            (3) Any request for a retrospective extension must be filed before the end of the period of 2 months beginning with the date the time period in question expired.
            (4) Any request made under paragraph (2) shall be made on the appropriate form and shall include reasons why the extra time is required. A request for a retrospective extension shall also include reasons why the request is being made out of time.

          • 8. Public proceedings

            The Registrar may decide in his sole discretion whether proceedings relating to an application under section 58 of the Companies Regulations shall be held in public or in private.

          • 9. Evidence in proceedings before the Registrar

            (1) Subject to Rule 6(3), evidence filed under these Rules may be given —
            (a) by witness statement, or
            (b) in any other form which would be admissible as evidence in proceedings before the court of the Abu Dhabi Global Market,
            and a witness statement may only be given in evidence if it includes a statement of truth.
            (2) For the purposes of these Rules, a statement of truth —
            (a) means a statement that the person making the statement believes that the facts stated in a particular document are true, and
            (b) shall be dated and signed by the maker of the statement.
            (3) In these Rules, a witness statement is a written statement signed by a person that contains the evidence which that person would be allowed to give orally.

          • 10. Correction of irregularities of procedure

            (1) Any irregularity in procedure may be rectified on such terms as the Registrar may direct.
            (2) Where rectification includes the amendment of a document by the Registrar the parties will be given notice of this amendment.

        • Costs or expenses

          • 11. Costs or expenses of proceedings

            The Registrar may, at any stage in any proceedings before him under these Rules, award to any party by order such costs as he considers reasonable, and direct how and by what parties they are to be paid.

          • 12. Security for costs or expenses

            An application for security for costs shall be made on the appropriate form. The Registrar may require a person to give security for costs if he is satisfied, having regard to all the circumstances of the case, that it is just to require such security or caution.

        • Address for service

          • 13. Address for service

            (1) Where a person has provided an address for service in the Abu Dhabi Global Market under Rule 3 he may substitute a new address for service in the Abu Dhabi Global Market by notifying the Registrar on the appropriate form.
            (2) Where the primary respondent has a registered office in the Abu Dhabi Global Market the Registrar may treat this as the address for service in the Abu Dhabi Global Market unless and until an alternative address is provided.

        • Miscellaneous

          • 14. Hours of business

            (1) For the transaction of relevant business by the public under the Companies Regulations the office of the Registrar shall be open on Sunday to Thursday between 9.00 am and 3.00 pm unless the day is an excluded day (see Rule 15).
            (2) For the transaction of all other business by the public under the Companies Regulations the Office shall be open on Sunday to Thursday between 9.00 am and 3.00 pm unless the day is an excluded day (see Rule 15).
            (3) In this Rule and in Rule 15 "relevant business" means the filing of any application or other document.

          • 15. Excluded days

            (1) The following shall be excluded days for the transaction of any business by the public under the Companies Regulations —
            (a) a Friday or Saturday, and
            (b) public holidays in the Emirate of Abu Dhabi.
            (2) Any application or document received on an excluded day shall be treated as having been filed on the next day on which the Registrar is open for relevant business.
            (3) Where any period for filing any document ends on an excluded day that period shall be extended to the next day on which the Registrar is open for relevant business.

        • SCHEDULE Fees

          Form Fee (US$)
          Form required by Rule 3(1) 600
          Form required by Rule 3(4) 225
          Form required by Rule 4(2) 225
          Form required by Rule 5(3) 150
          Form required by Rule 7(4) 150
          Form required by Rule 12 225

      • Companies Regulations (Name Adjudication) Rules 2015

        Click herehere to view PDF

        • COMPANIES REGULATIONS (NAME ADJUDICATION) RULES 2015

      • Companies Regulations (Recognised Professional Body) Rules 2015

        Date of Adoption: 12 April 2015

        The Board of Directors of Abu Dhabi Global Market, in exercise of the powers conferred by section 1032(2) of the Companies Regulations 2015, hereby makes the following Rules: —

        • 1. Citation, commencement and interpretation

          (1) These Rules may be cited as the Companies Regulations (Recognised Professional Body) Rules 2015.
          (2) These Rules shall come into force on the date of their publication.
          (3) In these Rules, "the Regulations" means the Companies Regulations 2015.
          (4) Terms used in these Rules which are defined in the Regulations shall have the meanings given to them in the Regulations.
          (5) Unless the context otherwise requires —
          (a) references to sections are to sections of Regulations,
          (b) a reference to a "Rule" or "Rules" is a reference to these rules and a reference to a numbered rule, Part or Schedule is to the rule, Part or Schedule, and
          (c) words in the singular include the plural and vice versa and a reference to a gender includes a reference to all genders.

        • 2. Recognised Professional Bodies

          (1) For the purpose of section 1032(2) of the Regulations, "recognised professional body" shall mean any professional body which:
          (a) offers a professional qualification in accountancy;
          (b) has the power to subject its members to disciplinary proceedings;
          (c) operates in one or more jurisdictions where accountancy services are delivered to internationally recognised standards; and
          (d) has no fewer than 25,000 members on the date of the publication of these Rules or reaches a membership of 25,000 members after the date of the publication of these Rules.
          (2) For the avoidance of doubt, a body that has qualified as a recognised professional body pursuant to the criteria set out in Rule 2(1) above and whose membership subsequently falls below 25,000 members shall remain a recognised professional body for the purposes of section 1032(2).
          (3) Nothing in these Rules shall prevent the Board from prescribing other recognised professional bodies for the purposes of section 1032(2) of the Regulations.

      • Companies Regulations (Recognised Professional Body) Rules 2015

        Click herehere to view PDF

        • COMPANIES REGULATIONS (RECOGNISED PROFESSIONAL BODY) RULES 2015

      • Companies Regulations (Reduction of Share Capital) Rules 2017

        Date of Adoption: 26 June 2017

        The Board of Directors of Abu Dhabi Global Market, in exercise of the powers conferred by sections 595(2) of the Companies Regulations 2015, hereby makes the following Rules: —

        • 1. Citation commencement and interpretation

          (1) These Rules may be cited as the Companies Regulations (Reduction of Share Capital) Rule 2017.
          (2) These Rules shall come into force on the date of their publication.
          (3) In these Rules, "the Regulations" means the Companies Regulations 2015.
          (4) Terms used in these Rules which are defined in the Companies Regulations shall have the meanings given to them in the Regulations.
          (5) Unless the context otherwise requires —
          (a) references to sections are to sections of the Companies Regulations,
          (b) a reference to a "Rule" or "Rules" is a reference to these rules and a reference to a numbered rule, Part or Schedule is to the rule, Part or Schedule, and
          (c) words in the singular include the plural and vice versa and a reference to a gender includes a reference to all genders.

        • 2. Solvency Statement

          (1) A solvency statement under section 584 must —
          (a) be in writing;
          (b) indicate that it is a solvency statement for the purpose of section 583; and
          (c) be signed by each of the directors.

        • 3. Unlimited company

          (1) If an unlimited company reduces its share capital —
          (a) the prohibition in section 595(1) does not apply; and
          (b) a reserve arising from the reduction is to be treated for the purposes of Part 22 as a realised profit.

        • 4. Private company limited by shares

          (1) If a private company limited by shares reduces its share capital and the reduction is supported by a solvency statement but has not been the subject of an application to the court for an order confirming it —
          (a) the prohibition in section 595(1) does not apply; and
          (b) a reserve arising from the reduction is to be treated for the purposes of Part 22 as a realised profit.

        • 5. Limited company having a share capital

          (1) If a limited company having a share capital reduces its share capital and the reduction is confirmed by order of the court —
          (a) the prohibition in section 595(1) does not apply; and
          (b) a reserve arising from the reduction is to be treated for the purposes of Part 22 as a realised profit unless the court orders otherwise under section 589(1).

        • 6. Miscellaneous provisions

          (1) This rule is without prejudice to any contrary provisions of —
          (a) An order or, or undertaking given to, the court;
          (b) The resolution for, or any other resolution to, the reduction of share capital, or
          (c) The company’s articles of association.

      • Companies Regulations (Reduction of Share Capital) Rules 2017

        Click herehere to view PDF

      • Uncertificated Securities Rules 2021

        Date of Adoption: 2 September 2021

        The Board of Directors of the Abu Dhabi Global Market, in exercise of its powers conferred by sections 718, 719, 720, 721, 996 and 997 of the Companies Regulations 2020, hereby enacts the following Rules:-

    • Data Protection Rules

      • Data Protection Regulations (Fees) Rules 2021

        Date of Adoption: 18 July 2021

        The Board of Directors of the Abu Dhabi Global Market, pursuant to section 60 of the Data Protection Regulations 2021 and after taking into account the general provisions of sections 1, 2 and 3 of the Regulations, hereby makes the following rules to be implemented and enforced by the Commissioner of Data Protection of the Abu Dhabi Global Market :-

      • Data Protection Regulations (Fines) Rules 2021

        Date of Adoption: 18 July 2021

        The Board of Directors of the Abu Dhabi Global Market, pursuant to section 60 of the Data Protection Regulations 2021 and after taking into account the general provisions of sections 1, 2 and 3 of the Regulations, hereby makes the following rules to be implemented and enforced by the Commissioner of Data Protection of the Abu Dhabi Global Market :-

    • Employment Regulations 2019 Rules Employment Regulations 2019 Rules

      • Employment Regulations 2019 (Compensation Awards and Limits) Rules 2019

        Date of Adoption: 16 October 2019

        The Board of Directors of the Abu Dhabi Global Market, in implementation of section 61 of the Employment Regulations 2019, hereby makes the following rules:-

        • 1. Citation, Commencement And Interpretation

          (1) These Rules may be cited as the Employment Regulations 2019 (Compensation Awards and Limits) Rules 2019.
          (2) These Rules shall come into force on the date of their publication.
          (3) In these Rules -
          (a) references to sections shall mean references to the relevant sections of the Regulations unless referring to sections of these Rules; and
          (b) "Regulations" means the Employment Regulations 2019.
          (4) Terms used in these Rules which are defined in the Regulations shall have the meanings given to them in the Regulations.

        • 2. Hiring Employees

          (1) Where an Employer fails to comply with any of sections 2, 4 or 11, it shall be liable for a fine not exceeding level 7 on the standard fines scale in each case.
          (2) Where an Employer fails to comply with section 3 it shall be liable for a fine not exceeding level 8 on the standard fines scale.
          (3) Where an Employer fails to give an Employee a written Contract of Employment as required by section 5 (either because the Employer gives the Employee no written Contract of Employment or because the written Contract of Employment provided does not comply with what is required under section 5),
          (a) it shall be liable for a fine not exceeding level 3 on the standard fines scale; and
          (b) the Employee may apply to the Court for a declaration to determine what matters ought to have been included in the written Contract of Employment so as to comply with section 5, and for the Court to order compliance.
          (4) Where an Employer fails to provide an Employee with a written pay statement in accordance with section 7 (either because the Employer gives the Employee no written pay statement or because the written pay statement provided does not comply with what is required under section 7),
          (a) it shall be liable for a fine not exceeding level 3 on the standard fines scale; and
          (b) the Employee may apply to the Court for a declaration to determine what matters ought to have been included in the written pay statement, and order compliance, so as to comply with section 7 and/or whether any unnotified deductions have been made from the Employee’s Wages during the period of 13 weeks immediately prior to the date of the Employee’s application to the Court(whether or not the deductions were made in breach of the Contract of Employment).
          (5) Where the Court makes a declaration under Rule 2(4) and finds that any unnotified deductions have been made from the Employee’s Wages during the period of 13 weeks immediately prior to the date of the Employee’s application to the Court(whether or not the deductions were made in breach of the Contract of Employment), the Court may order the Employer to pay to the Employee a sum not exceeding the aggregate of the unnotified deductions so made. For the purposes of this Rule a deduction is an unnotified deduction if it is made without the Employer including such deduction in a written pay statement given to the Employee in accordance with section 7.

        • 3. Protection Of Wages

          (1) Where an Employer fails to comply with section 12, the Employee may apply to the Court for a declaration to that effect and the Court shall order the Employer to make an award of compensation to the Employee of such amount as the Court considers just and equitable in all the circumstances having regard to:
          (a) the Employer’s default in failing to comply with its obligations under section 12; and
          (b) any loss sustained by the Employee which is attributable to the matters complained of.
          (2) Where an Employer fails to comply with section 13, the Employee may apply to the Court for a declaration to that effect and the Court may, at its discretion, order the Employer to pay to the Employee compensation in respect of such failure, with such compensation to be of such amount as the Court considers just and equitable in all the circumstances up to a maximum sum equal to the last Daily Wage for each Day during which the Employer failed to comply.
          (3) Where an Employer makes a deduction from an Employee’s Wages or accepts a payment from an Employee which in either case is not authorised under section 14, the Employee may apply to the Court for a declaration to that effect and the Court shall order the Employer to:
          (a) pay to the Employee the amount of any deduction made in contravention of section 14;
          (b) repay to the Employee the amount of any payment received by the Employer in contravention of section 14; and
          (c) pay to the Employee (in addition to any sums payable under paragraphs (a) and (b) above) such amount as the Court considers appropriate in all the circumstances to compensate the Employee for any financial loss sustained by the Employee which is attributable to the matter complained of.
          (4) Where the Court orders an Employer to pay to the Employee the amount of a deduction made in contravention of section 14 or orders an Employer to repay to the Employee the amount of any payment received in contravention of section 14, the Employer shall not be entitled to recover such amounts paid to the Employee by any other means whatsoever.
          (5) Where a person fails to comply with section 15, that person shall, in addition to any sum which may be payable by the Employer to the person seeking employment in accordance with section 15(3), be liable to a fine not exceeding level 3 on the standard fines scale.

        • 4. Working Time And Leave

          (1) Where an Employer fails to comply with any of sections 16 to 18 inclusive, it shall be liable to a fine not exceeding level 3 on the standard fines scale.
          (2) Where an Employer refuses to permit an Employee to exercise any rights the Employee has under sections 19, 20, 21, 22, 27, 28, 29, 30 and 31 (or pro-rata entitlements to such rights under section 32), the Employee may apply to the Court for a declaration to that effect and the Court shall order the Employer to make an award of compensation to the Employee of such amount as the Court considers just and equitable in all the circumstances having regard to:
          (a) the Employer’s default in refusing to permit the Employee to exercise his right(s); and
          (b) any loss sustained by the Employee which is attributable to the matters complained of.
          (3) Where either the Employer or the Employee has failed to pay to the other an amount due in respect of accrued but untaken Vacation Leave (or excessive Vacation Leave) on termination of employment under section 23, the Employer or Employee to whom such payment is due may apply to the Court for a declaration to that effect and the Court shall order the Employer or Employee from whom such payment is due (as applicable) to pay to the Employer or Employee to whom such payment is due (as applicable) a sum equal to the sum it finds to be due under section 23

        • 5. Maternity And Paternity Rights

          (1) Where an Employer refuses to permit an Employee to exercise any rights the Employee may have to take maternity or adoption leave under section 33 or Paternity Leave under section 35(1), or the Employer fails to comply with section 36, the Employee may apply to the Court for a declaration to that effect and the Court shall order the Employer to make an award of compensation to the Employee of such amount as the Court considers just and equitable in all the circumstances having regard to:
          (a) the Employer’s default in refusing to permit the Employee to exercise his right(s); and
          (b) any loss sustained by the Employee which is attributable to the matters complained of.
          (2) Where an Employer fails to pay an Employee during maternity or adoption leave in accordance with section 34, or fails to pay an Employee during Paternity Leave in accordance with section 35(2), the Employee may apply to the Court for a declaration to that effect and the Court shall order the Employer to pay to the Employee a sum equal to the aggregate sum that the Employer was obliged to pay to the Employee under the applicable section (or, where the Employer has paid the Employee during such period of leave but such payment is less than that required under the applicable section, a sum equal to the difference between the aggregate of the payment made by the Employer and the aggregate of the sums required under the applicable section).

        • 6. Employer’s Obligations

          (1) Where an Employer fails to comply with any of sections 37 to 46 inclusive, it shall be liable to a fine not exceeding level 4 on the standard fines scale in each case.
          (2) Where an Employer dismisses or penalises an Employee in breach of section 47(1), the Employee may apply to the Court for a declaration to that effect and the Court shall order the Employer to make an award of compensation to the Employee of such amount as the Court considers just and equitable in all the circumstances having regard to:
          (a) the Employer’s default in refusing to permit the Employee to exercise his right; and
          (b) not exceeding level 2 on the standard fines scale in the case of an Employer with more than five but fewer than ten employees; and
          (c) not exceeding level 3 on the standard fines scale in the case of an Employer with ten or more employees.
          (3) Where an Employer fails to comply with section 48 the Court shall order the Employer to meet or otherwise reimburse the Employee for all reasonable medical expenses incurred by the Employee in connection with such injury that would have otherwise been payable by the Employer in accordance with section 48.
          (4) The scale of compensation for particular injuries for the purposes of section 49(1) is set out in the Schedule to these Rules. In addition, where an Employee sustains an injury as a result of an accident arising out of or in the course of his employment, and the Employee can show that such accident arose as a result of the Employer’s negligence or actions, the Employer shall be liable to a fine:
          (a) not exceeding level 1 on the standard fines scale in the case of an Employer with five or fewer employees;
          (b) not exceeding level 2 on the standard fines scale in the case of an Employer with more than five but fewer than ten employees; and
          (c) not exceeding level 3 on the standard fines scale in the case of an Employer with ten or more employees.
          (5) Where an Employer has failed to pay to the Employee’s named dependants the sum (or the full sum) due under section 49(3), the Employee’s named dependants may apply to the Court for a declaration to that effect and the Court shall order the Employer to pay to the Employee’s named dependants a sum equal to the sum it finds to be due under section 49(3) (or, where the Employer has paid a sum which is less than the full sum due under section 49(3), a sum equal to the difference between the sum paid by the Employer and the full sum due under section 49(3)).
          (6) Where an Employer fails to comply with section 50 it shall be liable to a fine not exceeding level 3 on the standard fines scale and, in the event of an Employee suffering an injury as a result of an accident arising out of or in the course of his employment which the Court considers would be likely to have been covered by such health insurance had the Employer complied with its obligations under section 50, the Court shall order the Employer to meet or otherwise reimburse the Employee for all reasonable medical expenses incurred by the Employee in connection with such injury.

        • 7. Time Off Work

          (1) Where an Employer fails to comply with section 51(1) (and the Employee has, if requested by the Employer, complied with section 51(2)), it shall be liable to a fine not exceeding level 4 on the standard fines scale

        • 8. Non-Discrimination

          (1) Where an Employer discriminates against an Employee contrary to section 54, the Employee may apply to the Court for a declaration to that effect and the Court:
          (a) shall order the Employer to make an award of compensation to the Employee of such amount as the Court considers just and equitable in all the circumstances having regard to -
          (i) the Employer’s default in failing to comply with its obligations under section 54;
          (ii) any injury to feelings incurred by the Employee; and
          (iii) any loss sustained by the Employee which is attributable to the matters complained of;
          save that such award shall be subject to a maximum of 3 years’ Basic Wages; and
          (b) may make recommendations to the Employer that, within a specified period, the Employer shall take specified steps for the purpose of obviating or reducing the adverse effect of any matter to which the proceedings relate on the Employee or any other person. Where an Employer fails to comply with any such recommendation within the period specified by the Court it shall be liable to a fine not exceeding level 6 on the standard fines scale.

        • 9. Termination Of Employment

          (1) Where, in terminating the employment of an Employee, the Employer fails to give the applicable period of notice in accordance with section 55(2) (if applicable) (or the Employer fails to pay the Employee in lieu of the applicable period of notice), the Employee may apply to the Court for a declaration to that effect and the Court shall order the Employer to pay to the Employee a sum equal to the Wages that the Employer would have otherwise been obliged to pay to the Employee under the Employee’s Contract of Employment during or in respect of what should have been the applicable period of notice (or, where the Employer has given a period of notice (or made a payment in lieu of notice) but that period of notice (or payment in lieu of notice) is less than that required under section 55(2), during or in respect of the period equal to the difference between the notice given by the Employer and the full period of notice required under section 55(2)).
          (2) Where an Employee terminates his employment and fails to give the applicable period of notice in accordance with section 55(2) (or gives a period of notice less than that required under section 55(2)) the Employer may apply to the Court for a declaration to that effect and the Court may grant the Employer such remedies and compensation to be assessed in accordance with English common law.
          (3) Where an Employee terminates his employment for cause in accordance with section 56(2), the Employee shall be treated for the purposes of section 55(2) (and section 9(1) of these Rules) as if he had been dismissed by the Employer and accordingly, in accordance with section 9(1) of these Rules, may apply to the Court for a declaration under that section of these Rules and the Court shall order the Employer to pay to the Employee a sum equal to the Wages that the Employer would have otherwise been obliged to pay to the Employee under the Employee’s Contract of Employment during or in respect of what should have been the applicable period of notice required to be given by the Employer to the Employee under section 55(2).
          (4) Where, following the written request of an Employee in compliance with section 57, the Employer:
          (a) fails to provide the Employee with a written statement of the reasons for the Employee’s dismissal within 14 Days of the date on which such request was received by the Employer; or
          (b) provides reasons which are inadequate or untrue;
          the Employee may apply to the Court for an award that the Employer shall pay to the Employee a sum equal to two weeks’ Basic Wages.
          (5) Where, in terminating the employment of an Employee, the Employer fails to pay an Employee a gratuity payment in accordance with section 59 (if applicable), the Employee may apply to the Court for a declaration to that effect and the Court shall order the Employer to pay to the Employee a sum equal to the gratuity payment that the Employer was obliged to pay to the Employee under section 59 (or, where the Employer has paid a gratuity payment but such payment is less than the gratuity payment calculated in accordance with section 59, a payment equal to the difference between the payment made by the Employer and the full gratuity payment calculated under section 59).

        • 10. Employment Regulations 2019 (Compensation Awards And Limits) Rules 2016

          The Employment Regulations 2015 (Compensation Awards and Limits) Rules 2016 are repealed.

      • Employment Regulations 2019 (Engaging Non-Employees) Rules 2020

         

        Date of Adoption: 29 March 2020

        The Registrar of Abu Dhabi Global Market in implementation of section 61 of the Employment  Regulations 2019, hereby makes the following rules:‐

        • 1. 1. Introduction

          • (1) Citation, Commencement And Interpretation

            (a) These Rules may be cited as the Rules on Engaging Non‐Employees 2020.

            (b) These Rules shall come into force 13th May 2020.

            (c) In these Rules references to sections shall mean references to the relevant sections of the Regulations unless referring to sections of these Rules.

            (d) Unless the context suggests otherwise, terms used in these Rules which are defined in the Regulations shall have the meanings given to them in the Regulations.

            In these Rules –

            (i) “ADGM Entity” means a licensed person, as defined in the Commercial Licensing Regulations 2015, as amended, or the Abu Dhabi Global Market as governed by article (2) of ADGM Founding Law;

            (ii) “Intern” means a student or trainee who works for an ADGM Entity, with or without pay, in order to gain work experience;

            (iii) “Non‐Employee” means a person who is a Secondee, an Outsourced Individual, an Intern, or a Temporary Freelancer;

            (iv) “Outsourced Individual” means an individual temporarily working in Abu Dhabi Global Market for one or more ADGM Entities under an outsourcing agreement and who has the right to work in the UAE but does not hold a visa facilitated by the Registrar;

            (v) "Regulations" means the Employment Regulations 2019;

            (vi) “Secondee” means an individual temporarily working in Abu Dhabi Global Market for an ADGM Entity on a secondment basis and who has the right to work in the UAE but does not hold a visa facilitated by the Registrar;

            (vii) “Temporary Freelancer” means an individual who provides services in or from Abu Dhabi Global Market to an ADGM Entity on a temporary basis, who is not under the exclusive direction and control of an ADGM Entity and who holds a freelancer license from a UAE free zone; and

            (viii) “Temporary Work Permit” means an Abu Dhabi Global Market work permit that is issued for a Non‐Employee.

          • (2) Application

            These Rules apply to every ADGM Entity that engages or intends to engage the following categories of individuals:

            (a) Secondees;

            (b) Outsourced Individuals;

            (c) Interns; and

            (d) Temporary Freelancers.

          • (3) Purpose

            The purpose of these Rules is to supplement the Regulations and to set out the conditions for the issuance of Temporary Work Permits in Abu Dhabi Global Market as well as applicable fees and fines for non‐compliance with these Rules.

        • 2. 2. Temporary Work Permits

          • (1) Authority

            (a) The Registrar is the sole authority to issue Temporary Work Permits.

            (b) The Registrar may in their sole discretion revoke any Temporary Work Permit approved under subsection (1)(a).

          • (2) Responsibility For Obtaining A Temporary Work Permit

            (a) The ADGM Entity engaging the Non‐Employee is responsible for obtaining, maintaining and paying the cost of the required Temporary Work Permit (in accordance with Schedule 1) prior to the Non‐Employee’s provision of any services in the Abu Dhabi Global Market to that ADGM Entity.
            (b) A delay in filing an application for a Temporary Work Permit will attract, in addition to filing fee applicable, a delayed application fee in accordance with Schedule 1.
            (c) Failure to comply with subsection (2) will be considered a contravention of these Rules and will attract a fine in accordance with Schedule 2.
            (d) The ADGM Entity engaging Non‐Employees shall keep records of the following:
            (i) Non‐Employees’ names;
            (ii) The date on which the Non‐Employees’ engagements began; and
            (iii) The date on which the Non‐Employees’ engagements expire.
            (e) Records prescribed in subsection (2)(c) shall be in English, kept at the ADGM Entity’s principal place of business in the Abu Dhabi Global Market and may be retained in electronic format.

          • (3) General Requirements For All Temporary Work Permits

            (a) For any individual entering into a temporary engagement with an ADGM Entity, the relevant ADGM Entity must apply for a Temporary Work Permit.

            (b) In order to be granted a Temporary Work Permit, the individual, if not a UAE or GCC national, must hold a valid UAE residence visa which is valid for longer than the requested duration of the Temporary Work Permit.

            (c) Temporary Work Permits can be issued for validity periods of 3, 6 or 12 months.

          • (4) Specific Requirements

            (a) Unless an exemption is granted by the Registrar, a Temporary Work Permit for a Secondee and an Intern shall be valid for a maximum period of 12 months and is not renewable.

            (b) A Temporary Work Permit for an Outsourced Individual or Temporary Freelancer can be renewed indefinitely, upon payment of the applicable fees in accordance with Schedule 1.

            (c) If the Non‐Employee is between 15 and 18 years of age, the ADGM Entity shall take all appropriate measures to ensure that conditions for that Non‐Employee’s engagement are safe, reasonable and appropriate for their age and wellbeing.

          • (5) Required Documents

            (a) The Registrar may, from time to time, publish the list of required documents upon application for a Temporary Work Permit.

            (b) These requirements are subject to change from time to time, at the Registrar’s discretion.

            (c) The Registrar has the power to grant exceptions to ADGM Entities in regards to the required documents.

          • (6) Reduction, Waiver Or Refund Of Fees

            (a) The Registrar may reduce, waive or refund all or part of any fee if it considers that, in the exceptional circumstances of a particular case, it would be equitable to do so.

            (b) For the purpose of these Rules, “exceptional circumstances” is defined as any unforeseen circumstances in which the public interest outweighs the need for the imposition of the fees.

          • (7) Employment Regulations 2019 (Engaging Non‐employees) Rules 2019

            The Employment Regulations 2019 (Engaging Non‐employees) Rules 2019 is repealed.

        • SCHEDULE 1 – Fees

          Fees for obtaining and renewing Temporary Work Permits and delayed application fees

          Table 1 ‐ Issuance of Temporary Work Permit

          Category of Non‐
          Employee
          3 months 6 months 12 months
          Secondee 150 300 600
          Outsourced Individual 150 300 600
          Intern 150 300 600
          Temporary Freelancer 150 300 600

          Table 2 ‐ Renewal of Temporary Work Permit

          Category of Non‐
          Employee
          3 months 6 months 12 months
          Secondee 150 300 600
          Outsourced Individual 150 300 600
          Intern 150 300 600
          Temporary Freelancer 150 300 600

          Table 3 – Delayed Applications

          Delay Fee
          If filed within 1 week after the Non‐Employee commences its
          engagement
          250
          If filed more than 1 week after the Non‐Employee commences
          its engagement
          500
          The above fees are in United Arab Emirates Dirhams and are inclusive of VAT.

        • SCHEDULE 2 – FINES

          Any ADGM Entity which fails to comply with these Rules shall be liable for the fines set out in the table below:
          Rule Contravention Fine as per the
          scale
          Subsection 2(2) The ADGM Entity fails to obtain a
          Temporary Work Permit for a Non‐
          Employee prior to commencing
          their engagement.
          Not exceeding
          level 7
          Subsection 2(2) The ADGM Entity fails to renew a
          Temporary Work Permit while the
          Non‐Employee continues to be
          engaged in the ADGM Entity’s
          business or to provide services for
          the benefit of the ADGM Entity.
          Not exceeding
          level 7

    • Limited Liability Partnerships Rules

      • Limited Liability Partnerships (Amendment No. 1) Rules 2020

        Decision to amend the Limited Liability Partnership Rules 2020.

        Date of Adoption: 29 April 2020

        The Board of Directors of the Abu Dhabi Global Market, in exercise of its powers conferred by section 16 of the Limited Liability Partnership Regulations 2020, hereby rules with immediate effect as follows:

        • 1. Amendments to the Limited Liability Partnership Rules 2020

          The Limited Liability Partnership Rules 2020 (the "Rules") shall be amended as follows.
          ….

          CHAPTER 17: THE REGISTRAR OF COMPANIES

          ….

          55. Certificates of incorporation
          Sections 939 and 940 apply to LLPs, modified so that they read as follows—
          "939. Public notice of issue of certificate of incorporation
          (1) The Registrar must cause to be published−
          (a) on its website, or
          (b) in accordance with section 988 (alternative means of giving public notice),
          ….
          940. Form and Rright to certificate of incorporation
          (1) Any person may require the Registrar to provide it with a copy of any certificate of incorporation of a LLP, signed by the Registrar or authenticated by the Registrar's seal. Any certificate of incorporation issued by the Registrar shall be in electronic form only, unless a request is made pursuant to Section 940(2).
          (2) Any person may request that the Registrar provide it with a paper copy of any certificate of incorporation of an LLP, signed by the Registrar or authenticated by the Registrar's seal.
          (3) The Board may make rules requiring the payment of certain fees to the Registrar for the provision of the paper copy as described in subsection 940(2)."
          ….

        • 2. Short title, extent and commencement

          (1) These Rules may be cited as the Limited Liability Partnership (Amendment No.1) Rules 2020.

          (2) These Rules shall apply in the Abu Dhabi Global Market.

          (3) These Rules come into force on the date of their publication.

      • Limited Liability Partnership Rules 2021

        Date of Adoption: 25 August 2021

        The Board, in exercise of the powers conferred by section 16 of the Limited Liability Partnerships Regulations 2015, hereby makes the following Rules-

    • Registrar Made Rules 2015

      • Companies Regulations (Applications for Striking-Off, Register Annotations and Rectifications) Rules 2015

        Click herehere to view PDF

        • Companies Regulations (Applications For Striking-off, Register Annotations And Rectifications) Rules 2015

          The Registrar, in exercise of the powers conferred by the Companies Regulations 2015, hereby makes the following Rules: —

          • Companies Regulations (Address Disclosure) Rules 2015

            • Companies Regulations (Paper Form) Rules 2015

              • Companies Regulations (Electronic Filing) Rules 2015

                • Companies Regulations (Register Of Auditors) Rules 2015

                  • ADGM Companies Regulations—Registrar's General Rules And Powers: Guidelines (April 2015)

                    This guide seeks to answer expected questions and provides information on completing the filings process. The guide is not drafted with unusual or complex transactions in mind. Specialist professional advice may be needed in those circumstances.

                    • 1. 1. Commencement, citation and interpretation

                      (1) These Rules may be cited as the Companies Regulations (Applications for Striking-off, Register Annotations and Rectifications) Rules 2015.
                      (2) These Rules shall come into force on the date of their publication.
                      (3) In these Rules, the "Companies Regulations" means the Companies Regulations 2015.
                      (4) Defined terms used in these Rules and their meanings are contained in Schedule 1.
                      (5) Unless the context otherwise requires —
                      (a) references to sections are to sections of the Companies Regulations;
                      (b) a reference to a "Rule" or "Rules" is a reference to these rules and a reference to a numbered rule, Part or Schedule is to the rule, Part or Schedule;
                      (c) words in the singular include the plural and vice versa and a reference to a gender includes a reference to all genders.
                      (6) Material or information referred to in these Rules as being specified, prescribed or described as accessible or available on or through the website is included in and forms part of these Rules.

                      • PART 1 PART 1 Commencement And Citation

                        The Registrar, in exercise of the powers conferred by section 962 of the Companies Regulations 2015, hereby makes the following Rules: —

                        • PART 1 PART 1 GENERAL INTRODUCTORY PROVISIONS

                          • PART 1 PART 1 General Introductory Provisions

                            The Registrar hereby makes the following Rules in exercise of the powers conferred on it by section 942 of the Companies Regulations 2015 to impose requirements as to the form, authentication and manner of delivery of documents required or authorised to be delivered to the Registrar:

                            • PART 1 PART 1 General Introductory Provisions

                              Date of Adoption: [•]

                              The Registrar, in exercise of the powers conferred by section 1039 of the Companies Regulations 2015, hereby makes the following Rules: —

                              • Introduction

                                The Registrar has a range of powers which are in Part 31 of Companies Regulations 2015 (the "Companies Regulations"). These include powers to:

                                •   decide on the form, manner of delivery (including electronic delivery) and authentication of documents;
                                •   amend the register in certain circumstances; and
                                •   annotate the register in certain circumstances.

                                This guidance tells you what these powers are, and gives you an idea of how and when they work. They apply to all companies registered in the Abu Dhabi Global Market.

                                These Rules should be read alongside the more detailed Rules of the Registrar which are available on the Registrar's website at: www.adgm.com.

                                If you are in any doubt about the application of these powers please email our enquiries section on rb@adgm.com or call +971 2 3338888.

                                • 1. 1. Citation, commencement and interpretation

                                  (1) These Rules may be cited as the Companies Regulations (Address Disclosure) Rules 2015.
                                  (2) These Rules shall come into force on the date of their publication.
                                  (3) In these Rules, the "Companies Regulations" means the Companies Regulations 2015.

                                  • 1. 1. Commencement, citation and interpretation

                                    (1) These Rules may be cited as the Companies Regulations (Paper Form) Rules 2015. 
                                    (2) These Rules shall come into force on the date of their publication. 
                                    (3) In these Rules, the “Companies Regulations” means the Companies Regulations 2015. 
                                    (4) Defined terms used in these Rules and their meanings are contained in Schedule 1
                                    (5) Unless the context otherwise requires- 
                                    (a) references to sections are to sections of the Companies Regulations; 
                                    (b) a reference to a ‟Rule” or ‟Rules” is a reference to these rules and a reference to a numbered rule, Part or Schedule is to the rule, Part or Schedule; 
                                    (c) words in the singular include the plural and vice versa and a reference to a gender includes a reference to all genders. 
                                    (6) Material or information referred to in these Rules as being specified, prescribed or described as accessible or available on or through the website is included in and forms part of these Rules.

                                    • 1. 1. Commencement, citation and interpretation

                                      (1) These Rules may be cited as the Companies Regulations (Electronic Filing) Rules 2015.
                                      (2) These Rules shall come into force on the date of their publication.
                                      (3) In these Rules, the "Companies Regulations" means the Companies Regulations 2015.
                                      (4) Defined terms used in these Rules and their meanings are contained in Schedule 1.
                                      (5) Unless the context otherwise requires:
                                      (a) references to sections are to sections of the Companies Regulations;
                                      (b) a reference to a "Rule" or "Rules" is a reference to these rules and a reference to a numbered rule, part or schedule is to the Rule, Part or Schedule of these Rules; and
                                      (c) words in the singular include the plural and vice versa and a reference to a gender includes a reference to all genders.
                                      (6) Material or information referred to in these Rules as being specified, prescribed or described as accessible or available on or through the website is included in and forms part of these Rules.
                                      (7) A reference in these Rules to material or information that is "from time to time" specified, described, accessible or available on or through the website is a reference to material or information that does not form part of these Rules.

                                      • 1. Citation, commencement and interpretation

                                        (1) These Rules may be cited as the Companies Regulations (Register of Auditors) Rules 2015.
                                        (2) These Rules shall come into force on the date of their publication.
                                        (3) In these Rules, the "Companies Regulations" means the Companies Regulations 2015.
                                        (4) Defined terms used in these Rules and their meanings are contained in Schedule 1.
                                        (5) Unless the context otherwise requires —
                                        (a) references to sections are to sections of the Companies Regulations,
                                        (i) a reference to a "Rule" or "Rules" is a reference to these Rules and a reference to a numbered Rule, Part or Schedule is to the Rule, Part or Schedule, and
                                        (ii) words in the singular include the plural and vice versa and a reference to a gender includes a reference to all genders.

                                      • 2. 2. Application of these rules

                                        These rules apply to any company formed or registered under the Companies Regulations.

                                        • 2. 2. Application

                                          The rules apply to the documents delivered to the Registrar in paper form including all prescribed forms that are not delivered through Electronic Filing.

                                          • 2. 2. Application of these Rules

                                            (1) These Rules apply to any document delivered to the Registrar in electronic form pursuant to the Companies Regulations.
                                            (2) These Rules apply only to documents delivered in respect of companies or, proposed companies, which are collectively referred to in these Rules as "companies (or other bodies)".

                                            • 2. Application of these Rules

                                              These Rules apply in respect of any persons eligible and willing to be appointed as auditors of any company formed or registered under the Companies Regulations.

                                            • 3. 3. Definitions and general interpretation

                                              (1) Defined terms used in these rules and their meanings are contained in Schedule 1.
                                              (2) Unless the context otherwise requires —
                                              (a) References to sections are to sections of the Companies Regulations;
                                              (b) a reference to a "Rule" or "Rules" is a reference to these rules and a reference to a numbered rule, Part or Schedule is to the rule, Part or Schedule; and
                                              (c) words in the singular include the plural and vice versa and a reference to a gender includes a reference to all genders.
                                              Material or information referred to in these rules as being specified, described accessible or available on or through the website is included in and forms part of these rules.

                                              • 3. Definitions and general interpretation

                                                (2) Unless the context otherwise requires —
                                                (a) references to sections are to sections of the Companies Regulations;
                                                (b) a reference to a "Rule" or "Rules" is a reference to these Rules and a reference to a numbered Rule, Part or Schedule is to the Rule, Part or Schedule;
                                                (c) words in the singular include the plural and vice versa and a reference to a gender includes a reference to all genders.
                                                (3) Material or information referred to in these Rules as being specified, described accessible or available on or through the website is included in and forms part of these Rules.

                              • 2. 2. Voluntary striking off: contents of an application

                                (1) An application under section 867 of the Companies Regulations (application for voluntary striking off) must be made through submission of the prescribed form and contain a declaration that neither section 868 nor section 869 of the Companies Regulations prevents the application from being made.
                                (2) The declaration must be made by the directors who are making the application on behalf of the company.

                                • PART 2 PART 2 DISCLOSURE OF PROTECTED INFORMATION

                                  • PART 2 PART 2 MANNER OF DELIVERY AND RECEIPT

                                    • PART 2 PART 2 ELECTRONIC FILING

                                      • PART 2 PART 2 APPLICATION FOR INCLUSION ON REGISTER OF ELIGIBLE AUDITORS

                                        • Chapter 1 Chapter 1 Powers which relate to the delivery of information

                                          • 4. 4. Permitted disclosure by the Registrar to specified public authorities

                                            (1) The Registrar may disclose protected information to a specified public authority where the conditions specified in paragraphs 2 and 3 of Schedule 2 are satisfied.
                                            (2) In addition to the requirements of Schedule 2, a specified public authority shall deliver to the Registrar such information or evidence as it may direct for the purpose of enabling the Registrar to determine in accordance with these Rules whether to disclose protected information.
                                            (3) The Registrar may require such information or evidence to be verified in such manner as he may direct.
                                            (4) The specified public authority must inform the Registrar immediately of any change in respect of any statement delivered to the Registrar pursuant to Schedule 2 or information or evidence provided for the purpose of enabling the Registrar to determine whether to disclose protected information.
                                            (5) The public authorities specified for the purposes of section 229(2) are set out in Schedule 1 to these Rules.

                                            • 3. 3. Delivery in paper form

                                              Any document required to be delivered to the Registrar under the Companies Regulations, including prescribed forms, may be delivered to the Registrar in paper form.

                                              • Chapter 1 Chapter 1 General provisions

                                                • 4. 4. Contents of application

                                                  (1) Persons eligible and willing to be appointed as an auditor in the Abu Dhabi Global Market ("eligible auditor") may apply to the Registrar for recognition. Such application shall include —
                                                  (a) in relation to a person seeking recognition as an eligible auditor who is an individual: —
                                                  (i) the individual's name and the address of his principal place of business; and
                                                  (ii) the name and address of the recognised professional body under whose rules the individual is eligible for appointment as an auditor and any registration number which such body has allocated to him;
                                                  (b) in relation to a person seeking recognition as an eligible auditor who is not an individual (a "firm") —
                                                  (i) the firm's name and address;
                                                  (ii) the address of each of t he offices o f the fir m from which it carries out audit work in the Abu Dhabi Global Market;
                                                  (iii) information as to how the firm is to be contacted, the primary contact person and, if it has a website, its address;
                                                  (iv) the name and business address of each individual responsible for audit work in the Abu Dhabi Global Market on behalf of the firm;
                                                  (v) the firm's legal form:
                                                  (A) in the case of a limited liability partnership the name and business address of each member of the partnership,
                                                  (B) in the case of a body corporate, other than a limited liability partnership, the name and business address of each person who is a director of the body or holds any shares in it,
                                                  (C) in the case of a legal entity consisting of a single incorporated office occupied by a single person (a corporation sole) the name and address of the individual for the time being holding the office by the name of which he is the corporation sole,
                                                  (D) in the case of a partnership, the name and business address of each partner; and
                                                  references in this paragraph to a limited liability partnership, a body corporate, a corporation sole or a partnership include references to any comparable undertaking incorporated in or formed under the law of any country or territory outside the Abu Dhabi Global Market;
                                                  (vi) the name and address of the recognised professional body under whose rules the firm is eligible for appointment as an auditor and any registration number which such body has allocated to it; and
                                                  (vii) in the case of a firm which is a member of a network:
                                                  (A) the name of the network; and
                                                  (B) a list of the names and addresses of the other members of that network and of the affiliates of all the members of that network or a reference to the address of a website or any other place where that information is available to the public; and
                                                  (c) the prescribed initial registration fee of US$1,200 (or such other amount as may be set by the Registrar from time to time).
                                                  (2) Each person applying for recognition as an eligible auditor pursuant to these Rules shall provide such other information as the Registrar may require to demonstrate such applicant's eligibility and suitability to be an eligible auditor.
                                                  (3) Each person applying for recognition as an eligible auditor pursuant to these Rules shall send to the Registrar (in electronic form prescribed by the Registrar from time to time) the information specified in paragraphs (1) and (2) above.

                                                  • 1. 1. Form, authentication & manner of delivery of documents

                                                    Companies can deliver documents to the Registrar electronically via the Registrar's website or as paper forms. In all cases, those delivering documents must meet the Registrar's requirements on the format of the document, and the way in which it is delivered and signed; these are in addition to any other requirements set out in the Companies Regulations, or other applicable rules and laws in the Abu Dhabi Global Market.

                                                    Electronic delivery of documents

                                                    The Registrar will publish rules on electronic filing to set out requirements for the form, authentication and manner of delivery of documents by electronic means. For companies filing electronically, the formats for individual documents will be shown on the website, as is the method of authentication. Once you have completed the document you submit it directly via the website.

                                                    Delivering paper documents

                                                    For companies delivering paper documents, the Companies Regulations (Paper Form) Rules 2015 provide for the format of paper forms, setting out, for example, when prescribed forms must be used (and where they can be accessed), how to complete them (e.g. in black ink), who can sign them and how they must be delivered physically.

                                                    The rules also cover the other documents, such as annual accounts, which companies have to deliver to the Registrar.

                                                    • 4. Application of Part

                                                      (1) This Part applies to documents delivered to the Registrar using Electronic Filing and shall be construed accordingly.
                                                      (2) The documents that may be delivered to the Registrar using Electronic Filing are specified from time to time on the website.

                                                    • 5. Using Electronic Filing

                                                      (1) To deliver a document using Electronic Filing the presenter must:
                                                      (a) have access to the internet;
                                                      (b) have an email account;
                                                      (c) be a registered user of Electronic Filing (information about the registration process is available from time to time on the website of the Registrar);
                                                      (d) subject to Rule 5(4), be a registered user for the company (or other body) to which the document relates (unless it is an incorporation package).
                                                      (2) Subject to Rule 5(3), in delivering a document using Electronic Filing the presenter on behalf of the company (or other body) consents to any communication from the Registrar relating to or arising out of the delivery of that document being sent only in electronic form.
                                                      (3) A company incorporated using Electronic Filing may request a paper copy of its certificate of incorporation from the Registrar.
                                                      (4) A presenter who delivers a charge document either as an interested person or for and on behalf of an interested person must provide such supporting documentation as the Registrar may require.
                                                      (5) The Registrar's requirements on how presenters register to use Electronic Filing are specified from time to time on the website.
                                                      (6) An incorporation package may only be delivered by a presenter who has provided such supporting documentation as the Registrar may require evidencing their status as an incorporation agent.

                                                  • 5. 5. Permitted disclosure by the Registrar to credit reference agencies

                                                    (1) Subject to Rule 4, the Registrar may disclose protected information to a credit reference agency where the conditions specified in paragraphs 1.5 to 1.9 of Schedule 2 are satisfied.
                                                    (2) The Registrar may rely on a statement delivered to him by a credit reference agency under paragraph 1.8 of Schedule 2 as sufficient evidence of the matters stated in it.
                                                    (3) Notwithstanding paragraph (2), a credit reference agency shall deliver to the Registrar such information or evidence in addition to the statement required by paragraph 1.8 of Schedule 2 as he may direct for the purpose of enabling him to determine in accordance with these Rules whether to disclose protected information.
                                                    (4) The Registrar may require such information or evidence to be verified in such manner as he may direct.
                                                    (5) The credit reference agency must inform the Registrar immediately of any change in respect of any statement delivered to the Registrar pursuant to Schedule 2 or information or evidence provided for the purpose of enabling the Registrar to determine whether to disclose protected information.

                                                    • 4. 4. Delivery and receipt

                                                      (1) A document can be delivered in proper form to the Registrar by courier, or by hand to the Registrar's office.
                                                      (2) A document in paper form is to be regarded as received by the Registrar when it is handed over at the reception desk of the Registrar's [registered]/[head] office at [insert address]. [Note: Please clarify locations of the Registrar's head office]
                                                      (3) [Principles on confirmation of receipt to be added? Stamp by Registrar?]

                                                      • Chapter 2 Chapter 2 Form of document

                                                        • 2. 2. Where can I see the forms and Registrar rules?

                                                          The rules and associated paper forms and electronic formats for electronic filing are all available on the Registrar website. You can also ask for a hard copy by calling the Registrar on +971 2 3338888.

                                                          • General requirements

                                                            • 6. Document to be in the form of a template

                                                              (1) Except for articles of association delivered with a company incorporation package (see Rule 7) accounts (see Rule 8), or copy instruments (see Rule 10 (2)), each document must be in the form of the template supplied for that purpose by the Registrar on the website.
                                                              (2) The presenter must complete every data input field in a template unless the field is a non-mandatory one or there is otherwise no legal requirement or authority to provide the information requested.
                                                              (3) Where a document template is used, the document template must be completed on-line while the presenter is logged onto Electronic Filing.

                                                            • 7. The company incorporation package

                                                              (1) This Rule applies to a company incorporation package.
                                                              (2) The articles of association are viewed by selecting the "articles of association" link in the incorporation template.
                                                              (3) Model articles can be viewed by selecting the "model articles" link in the incorporation template.
                                                              (4) Articles of association delivered with a company incorporation package (if any) must be authenticated by the initial members on delivery to the Registrar in accordance with Rule 12.

                                                            • 8. Accounts

                                                              (1) This Rule applies to company accounts.
                                                              (2) Company accounts may only be delivered using Electronic Filing if they are provided in a compatible PDF file.

                                                            • 9. Notice of change of name

                                                              A notice of change of name by resolution may only be delivered using Electronic Filing if:

                                                              (a) it is specified where indicated in the relevant template whether the change of name is conditional on the occurrence of an event as contemplated by section 66(2);
                                                              (b) it is accompanied by a copy of the resolution for a change of name in the form of a specified template; and
                                                              (c) the resolution passed by the company is in the form of the resolution set out in that template.

                                                            • 10. Charge documents

                                                              (1) A charge document may only be delivered using Electronic Filing if it is accompanied by a copy instrument and the certificate referred to in section 784(3).
                                                              (2) The copy instrument must be in the form of a compatible PDF file uploaded to the website with the charge document.
                                                              (3) The certificate must be in the form of the template supplied for that purpose by the Registrar.
                                                              (4) If the presenter elects to give the certificate under 784(3) using one of the prepopulated statements supplied by the Registrar by way of example in the relevant data input field, the presenter must satisfy himself as to the veracity and adequacy of the prepopulated statement and amend it as may be necessary before delivering the certificate to the Registrar.

                                                        • 6. 6. Registrar to refrain from disclosure of protected information

                                                          The Registrar shall refrain from disclosing protected information to a credit reference agency if such information relates to a section 229 beneficiary or a section 229 applicant.

                                                          • Chapter 3 Chapter 3 Authentication

                                                            • 3. 3. Delivery and receipt of documents (Section 945)

                                                              A document is not delivered to the Registrar until the Registrar receives it. We have set out in the rules on paper delivery when documents are legally considered to have been delivered to the Registrar's office.

                                                              The opening hours of the Registrar's office are available on www.adgm.com.

                                                              • 11. Personal authentication

                                                                (1) The requirements of this Rule are in addition to any other requirement imposed by this Chapter.
                                                                (2) A document required by these Rules to be authenticated must, in the case of a company (or other body), be authenticated in the manner stipulated on the website by a presenter acting on the Company's behalf.

                                                              • 12. The company incorporation package

                                                                (1) The statement of compliance delivered under section 6(1) must be authenticated by each initial member to the articles of association by each initial member or by the initial members' agent, in each case in the manner stipulated on the website.
                                                                (2) In authenticating the statement of compliance each initial member or the agent (as the case may be) instructs the Registrar to tag electronically the statement of compliance by way of authentication on his behalf.
                                                                (3) The application for registration document delivered under section 6(1) must be authenticated by the person to be appointed in the manner stipulated on the website.
                                                                (4) Authentication of articles of association for the purpose of section 6(4) shall be in the manner stipulated on the website.

                                                              • 13. Authentication of documents other than accounts and charge documents

                                                                (1) This Rule applies to any document delivered in respect of a company (or other body) except for company incorporation packages (see Rule 12) accounts (see Rule 14) and charge documents (see Rule 15).
                                                                (2) The person who authenticates the document must belong to, or act under the specific authority of a person who belongs to, a category or class of person specified on the website or relevant template as being permitted to authenticate the document on behalf of the company (or other body).
                                                                (3) The presenter may only use Electronic Filing to deliver a document in respect of a company (or other body) if he supplies the Registrar with the registered number and any other identifying code as may be specified by the Registrar from time to time of that company (or other body) every time he accesses the Electronic Filing facility on behalf of that company (or other body).
                                                                (4) In selecting a template in which to deliver a document in respect of the company (or other body) the presenter instructs the Registrar to:
                                                                (a) prepopulate the relevant data input fields with:
                                                                (i) the registered number of the company (or other body); and
                                                                (ii) the name of the company (or other body) associated on the Registrar's records with that registered number,
                                                                by way of authentication on the presenter's behalf; and
                                                                (b) tag electronically the document by way of authentication on the presenter's behalf such that the electronic record of the document is indelibly associated with the presenter and the company (or other body).
                                                                (5) A notification of a director or secretary's appointment must be authenticated by the person being appointed in the manner stipulated in the relevant template.

                                                              • 14. Authentication of accounts

                                                                (1) This Rule applies to accounts.
                                                                (2) The presenter of a company's accounts must act under the specific authority of that company's directors in delivering accounts to the Registrar.
                                                                (3) The presenter must by way of authentication provide the Registrar with the registered number and any other identifying code as may be specified by the Registrar from time to time of that company (or other body) of the company in respect of which accounts are to be delivered.
                                                                (4) The presenter instructs the Registrar to tag electronically the accounts by way of authentication on the presenter's behalf such that the electronic record of the document is indelibly associated with the presenter and the company (or other body).

                                                              • 15. Authentication of charge documents

                                                                (1) This Rule applies to charge documents.
                                                                (2) A person who authenticates a charge document for and on behalf of the company (or other body) subject to the charge must belong to, or act under the specific authority of a person who belongs to, a category or class of person specified on the website as being permitted to authenticate the charge document.
                                                                (3) The presenter of a charge document to be delivered for and on behalf of the company (or other body) subject to the charge must provide such supporting documentation as the Registrar may require prior to submitting the relevant charge document.
                                                                (4) A presenter who authenticates a charge document as an interested person or for and on behalf of an interested person must provide such supporting documentation as the Registrar may require prior to submitting the relevant charge document.
                                                                (5) The certificate referred to in section 784(3)is authenticated by:
                                                                (a) the provision of an appropriate confirmation by the person giving the certificate in the manner stipulated on the website; and
                                                                (b) the provision the name of the person giving the certificate.
                                                                (6) The presenter instructs the Registrar to tag electronically the charge document by way of authentication on the presenter's behalf with such that the electronic record of the document is indelibly associated with the presenter and the company (or other body).

                                                            • 7. 7. Application under section 229 by an individual

                                                              (1) A section 229 application may be made to the Registrar by an individual who is, or proposes to become, a director.
                                                              (2) The grounds on which an application under paragraph (1) may be made are that the individual making the application:
                                                              (a) holds public office or has been entrusted with a prominent function in government or at a public authority; or
                                                              (b) considers that there is a serious risk that he, or a person who lives with him, will be subjected to violence or intimidation as a result of the activities of at least one of:
                                                              (i) the companies of which he is, or proposes to become, a director;
                                                              (ii) the companies of which he was a director; or
                                                              (iii) the non-ADGM companies of which he is or has been a director, secretary or permanent representative; or
                                                              (c) is or has been employed by a relevant organisation.
                                                              (3) The application shall:
                                                              (a) contain:
                                                              (i) a statement of the grounds on which the application is made;
                                                              (ii) the name and any former name of the applicant;
                                                              (iii) the date of birth of the applicant;
                                                              (iv) the usual residential address of the applicant;
                                                              (v) where the Registrar has allocated a unique identifier to the applicant, that unique identifier;
                                                              (vi) the name and registered number of each company of which the applicant is, or proposes to become, a director;
                                                              (vii) where the grounds of the application are those described in paragraph (2)(b)(ii), (iii) or (iv), the name and registered number of the company or non-ADGM company; and
                                                              (b) be accompanied by evidence which:
                                                              (i) where the grounds of the application are those described in paragraph (2)(a) or (2)(b), supports the applicant's statement of the grounds of the application; or
                                                              (ii) where the grounds of the application are those described in paragraph (2)(c), establishes that the applicant is or has been employed by a relevant organisation.
                                                              (4) The Registrar may refer to a relevant body any question relating to an assessment of:
                                                              (a) where the grounds of the application are those described in paragraph (2)(a), whether the applicant holds public office or has been entrusted with a prominent function in government or at a public authority;
                                                              (b) where the grounds of the application are those described in paragraph (2)(b), the nature and extent of any risk of violence or intimidation considered by the applicant to arise in relation to himself, or to a person who lives with him; or
                                                              (c) where the grounds of the application are those described in paragraph (2)(c), whether the applicant is or has been employed by a relevant organisation.
                                                              (5) The Registrar shall determine the application and send the applicant to his usual residential address, as stated in his application, notice of his determination on the section 229 application within five working days of that determination being made.

                                                              • Chapter 4 Chapter 4 Delivery and receipt

                                                                • 4. 4. What is meant by proper delivery of a document? (Section 946)

                                                                  A properly delivered document is one that meets all the requirements of the Registrar's rules and the legislation under which it is delivered. Generally, the Companies Regulations set out what the content of a document should be and the rules set out the form of the document, any requirements for authentication and where it must be delivered.

                                                                  In particular, a document is properly delivered when:

                                                                  •   it contains all the information required by the Companies Regulations;
                                                                  •   it meets all the requirements of the Companies Regulations and the Registrar's rules as to form, e.g. is in the right format (i.e. the right paper form or electronic format) and can be scanned or copied;
                                                                  •   it has been authenticated (by signature in the case of a paper form or by electronic authentication for electronic filing), and includes the company name and number where required;
                                                                  •   it has met any requirements for delivery, e.g. it has been sent electronically where the company has agreed with the Registrar that it will only file such documents electronically;
                                                                  •   it is in the English language using Roman script;
                                                                  •   it uses only permitted characters, being Roman script, in names and addresses;
                                                                  •   it meets the Registrar's requirements for certification or verification of a document as an accurate or correct copy or translation; and
                                                                  •   it is accompanied by the correct fee for the filing of the document.

                                                                  • 16. Manner of delivery

                                                                    (1) This Rule applies to all documents to be delivered through Electronic Filing.
                                                                    (2) Before he can deliver a document to the Registrar the presenter must be online and logged into Electronic Filing.
                                                                    (3) Save for when the document is a copy instrument a document or template is delivered when the presenter irrevocably submits it for filing on the website.
                                                                    (4) A copy instrument is delivered by delivering the charge document to which it is electronically linked.

                                                                  • Time of receipt

                                                                    • 17. Receipt

                                                                      (1) A fee-bearing document delivered using Electronic Filing and in respect of which the fee is tendered by credit card or debit card is received when the fee payment is completed.
                                                                      (2) Save as provided in Rule 17(1) a document delivered using Electronic Filing is received when irrevocably submitted for filing.

                                                                • 8. 8. Application under section 229 by a company

                                                                  (1) A section 229 application may be made to the Registrar by a company on behalf of any of its directors who are individuals.
                                                                  (2) The grounds on which an application under paragraph (1) may be made are that the company making the application either considers that there is a serious risk that the director on behalf of whom the application is made, or a person who lives with that director, will be subjected to violence or intimidation as a result of the activities of the company making the application.
                                                                  (3) The application shall:
                                                                  (a) contain:
                                                                  (i) a statement of the grounds on which the application is made;
                                                                  (ii) the name and registered number of the applicant;
                                                                  (iii) the name and any former name of each director on behalf of whom the application is made;
                                                                  (iv) the date of birth of each such director;
                                                                  (v) the usual residential address of each such director;
                                                                  (vi) where the Registrar has allocated a unique identifier to any such director, that unique identifier;
                                                                  (vii) the name and registered number of each company of which each such director is a director; and
                                                                  (b) be accompanied by evidence which supports the applicant's statement of the grounds of the application.
                                                                  (4) The Registrar may refer to a relevant body any question relating to an assessment of the nature and extent of any risk of violence or intimidation considered by the applicant to arise in relation to its directors on behalf of whom the application is made or to persons who share a residence with those directors as a result of any of its activities.
                                                                  (5) The Registrar shall determine the application and send:
                                                                  (a) the applicant, to its registered office; and
                                                                  (b) each director on behalf of whom the application was made, to his usual residential address as stated in the application,
                                                                  notice of his determination on the section 229 application within five working days of that determination being made.

                                                                  • 5. What happens if my document is not properly delivered? (Section 947)

                                                                    In most cases, the Registrar will reject the document and will tell you what you need to do next in order to correct it. However, the Registrar may still accept a document that does not meet the requirements for proper delivery. For example, in a large document, it may not be apparent to the Registrar that something is missing or incorrect, and he may register it without noticing.

                                                                    However, he would not accept a document that was not signed or otherwise properly authenticated, where the fee was not paid, or where information was missing. Each form contains guidance on how it should be completed.

                                                                  • 9. 9. Application under section 229 by an initial member

                                                                    (1) A section 229 application may be made to the Registrar by an initial member on behalf of any of the proposed directors of a proposed company who are individuals.
                                                                    (2) The grounds on which an application under paragraph (1) may be made are that the subscriber making the application considers that there is a serious risk that the proposed directors of the proposed company on behalf of whom the application is made, or persons who share a residence with them, will be subjected to violence or intimidation as a result of the proposed activities of that proposed company.
                                                                    (3) The application shall:
                                                                    (a) contain:
                                                                    (i) a statement of the grounds on which the application is made;
                                                                    (ii) the name of the applicant;
                                                                    (iii) the address of the applicant;
                                                                    (iv) the name of the proposed company;
                                                                    (v) the name and any former name of each of the proposed directors on behalf of whom the application is made;
                                                                    (vi) the date of birth of each such proposed director;
                                                                    (vii) the usual residential address of each such proposed director;
                                                                    (viii) the name and registered number of each company of which each such proposed director is a director; and
                                                                    (b) be accompanied by evidence which supports the applicant's statement of the grounds of the application.
                                                                    (4) The Registrar may refer to a relevant body any question relating to an assessment of the nature and extent of any risk of violence or intimidation considered by the applicant to arise in relation to its proposed directors on behalf of whom the application is made or to persons who share a residence with those proposed directors as a result of any of the proposed activities of the proposed company.
                                                                    (5) The Registrar shall determine the application and send:
                                                                    (a) the applicant, to the address stated in the application; and
                                                                    (b) each of the proposed directors on behalf of whom the application was made, to their usual residential address as stated in the application,
                                                                    notice of his determination on the section 229 application within five working days of that determination being made.

                                                                    • 6. If the Registrar accepts a document that is not properly delivered, does it cancel out the original requirement to deliver it properly?

                                                                      No. The fact that the Registrar has accepted and registered the document does not mean that the original requirement has been satisfied. As a result the obligation to file the document continues and any liabilities that arise from not doing so still apply.

                                                                      The Registrar may decide to take further action after registration — for example, if a third party points out that it does not comply with the statutory obligations. In such cases the Registrar may write to the company asking them to deliver a replacement document, along with a EDF-RP01 covering form, that complies with all the requirements of proper delivery.

                                                                      If the company delivers a replacement document with the appropriate EDF-RP01, the Registrar may then remove the original. If the company does not respond, the Registrar can send a notice to them giving them 14 days to file a document that complies with the requirements for proper delivery.

                                                                    • 10. Matters relating to a section 229 application

                                                                      (1) For the purpose of Rules 7, 8 and 9 the Registrar may direct that additional information or evidence should be delivered to him, what such information or evidence should be and how it should be verified.
                                                                      (2) The Registrar shall not make available for public inspection:
                                                                      (a) any section 229 application; or
                                                                      (b) any documents provided in support of that application.
                                                                      (3) For the purpose of determining any section 229 application the Registrar may accept any answer to a question referred in accordance with Rule 7(4), 8(4) or 9(4) as providing sufficient evidence of:
                                                                      (a) the nature and extent of any risk relevant to:
                                                                      (i) where the grounds of the application are those described in Rule 7(2)(a) or 7(2)(b), the applicant;
                                                                      (ii) where the grounds of the application are those described in Rule 6(2), the directors on behalf of whom the application is made;
                                                                      (iii) where the grounds of the application are those described in Rule 7(2), the proposed directors on behalf of whom the application is made,
                                                                      or to persons who share a residence with any of the above individuals, or
                                                                      (b) whether an applicant is or has been employed by a relevant organisation.

                                        • 3. 3. Annotation of the register

                                          Where it appears to the Registrar that material on the register is misleading or confusing, the Registrar may place a note in the register containing such information as appears to the Registrar to be necessary to remedy, as far as possible, the misleading or confusing nature of the material.

                                          • PART 3 PART 3 APPLICATION TO MAKE AN ADDRESS UNAVAILABLE FOR PUBLIC INSPECTION UNDER SECTION 962

                                            • PART 3 PART 3 FORM AND AUTHENTICATION OF DOCUMENTS RELATING TO A COMPANY

                                              • SCHEDULE 1 SCHEDULE 1 Defined Terms Used In This Volume Of The Rules And Their Meanings (RULE 1(4))

                                                "accounts" means a copy of such of a company's annual accounts and reports and/or abbreviated accounts as are required to be or authorised to be delivered to the Registrar under the Companies Regulations and which are not excluded accounts;

                                                "annual accounts and reports" has the meaning set out in section 444(2);

                                                "charge" means a charge eligible for registration under Part 24 of the Companies Regulations;

                                                "charge document" means a document in electronic form delivered or to be delivered pursuant to an obligation arising under Part 24 of the Companies Regulations;

                                                "company" has the meaning given to it in section 1;

                                                "company incorporation package" means an incorporation package in respect of a company;

                                                "compatible PDF file" means a file in portable document format no greater than 10 megabytes in size;

                                                "copy instrument" means a copy of the instrument by which a charge is created or evidenced;

                                                "data input field" means:

                                                (a) a box or similarly delineated area visible in human readable form on a website the purpose of which is to capture information; together with
                                                (b) the descriptor text associated with the box the purpose of which is to signify the nature of the information required to be input into the box;

                                                "document" means information required to be or authorised to be delivered to the Registrar under the Companies Regulations;

                                                "Electronic Filing" means delivering a document to the Registrar, through the Registrar's online systems as detailed in these Rules;

                                                "excluded accounts" means revised accounts delivered under section 428 or section 430 of the Companies Regulations;

                                                "fee-bearing document" means:

                                                (a) a document for which a fee is payable in respect of its receipt; or
                                                (b) where a fee is payable in respect of the receipt of more than one document as part of a single transaction, each of those documents;

                                                "incorporation template" means the template to be used to deliver a company incorporation package in electronic form to the Registrar using Electronic Filing;

                                                "interested person" means any person interested in a charge other than the company (or other body) against which the charge is or is to be registered;

                                                "presenter" means an individual person using Electronic Filing to deliver a document to the Registrar;

                                                "resolution" means a special resolution for a change of name;

                                                "template" means a specified set of data input boxes as found on the Registrar's website; and

                                                "website" means the website maintained by the Registrar at www.adgm.com.

                                                • PART 3 PART 3 REGISTER OF ELIGIBLE AUDITORS

                                                  • Chapter 2 Chapter 2 Powers to amend the register

                                                    The Companies Regulations specify the circumstances where the register can be amended or clarified. In most cases the circumstances are very specific and the Registrar's powers are limited. This Chapter sets out the powers and the circumstances when each of the powers can be exercised.

                                                    • 11. 11. Application under section 962 to make an address unavailable for public inspection by an individual

                                                      (1) A section 962 application may be made to the Registrar by an individual whose usual residential address was placed on the register either:
                                                      (a) under section 6 (documents to be sent to Registrar), 153 (register of directors), 157 (registration of altered particulars), 292 (duty to keep register of secretaries), 778 (duty to deliver annual returns);
                                                      (b) as a service address under section 9 (statement of proposed officers), 157 (duty to notify Registrar of changes of director's particulars) or 781 (contents of annual return),
                                                      in respect of that usual residential address.
                                                      (2) The grounds on which an application under paragraph (1) may be made are that the individual making the application:
                                                      (a) holds public office or has been entrusted with a prominent function in government or at a public authority;
                                                      (b) considers that there is a serious risk that he, or a person who lives with him, will be subjected to violence or intimidation as a result of the activities of at least one of the companies of which:
                                                      (i) he is, or proposes to become, a director; or
                                                      (ii) he is not a director but of which he has been at any time a director, secretary or permanent representative;
                                                      (c) he is or has been employed by a relevant organisation; or
                                                      (d) is a section 229 beneficiary.
                                                      (3) The application shall:
                                                      (a) contain:
                                                      (i) a statement of the grounds on which the application is made;
                                                      (ii) the name and any former name of the applicant;
                                                      (iii) the usual residential address of the applicant that is to be made unavailable for public inspection;
                                                      (iv) an address for correspondence in respect of the application;
                                                      (v) the name and registered number of each company of which the applicant is or has been at any a director, secretary or permanent representative;
                                                      (vi) the service address which is to replace that usual residential address on the register;
                                                      (vii) subject to paragraph (4):
                                                      (A) the date of birth of the applicant;
                                                      (B) the name of each company of which the applicant proposes to become a director;
                                                      (C) where the Registrar has allotted a unique identifier to the applicant, that unique identifier; and
                                                      (b) be accompanied by evidence which:
                                                      (i) where the grounds of the application are those described in paragraph (2)(a) or 2(b), supports the applicant's assertion that his application falls within the grounds stated in his application;
                                                      (ii) where the grounds of the application are those described in paragraph (2)(c), establishes that the applicant is or has been employed by a relevant organisation;
                                                      (iii) where the grounds of the application are those described in paragraph (2)(d), establishes that he is a section 229 beneficiary.
                                                      (4) The application need not contain the information described at paragraph (3)(a)(vii) where the application is delivered to the Registrar on the same day as the applicant delivers a section 229 application.
                                                      (5) The Registrar may refer to a relevant body any question relating to an assessment of:
                                                      (a) the nature and extent of any risk of violence or intimidation considered by the applicant to arise in relation to himself, or a person who lives with him, as a result of the activities of any company of which he is or proposes to become a director or has been at any time a director, secretary or permanent representative; or
                                                      (b) whether the applicant is or has been employed by a relevant organisation.
                                                      (6) The Registrar shall determine the application and send the applicant to the address for correspondence stated in his application, notice of his determination on the section 962 application within five working days of that determination being made.

                                                      • Chapter 1 Chapter 1 Application

                                                        • 5. 5. Registrar to keep a register of persons eligible for appointment as auditors in the Abu Dhabi Global Market

                                                          In accordance with section 1039, the Registrar shall keep a register of eligible auditors in electronic form in accordance with the following regulations of these Rules.

                                                          • 1. 1. What if a document contains unnecessary material? (Section 948)

                                                            Sometimes companies send the Registrar information that they did not intend to. The Companies Regulations have made provision to address this problem in some circumstances so that the Registrar may be able to remove "unnecessary material" from the register.

                                                            Section 948 of the Companies Regulations defines "unnecessary material" as material that:

                                                            •   is not necessary to fulfil a statutory obligation under the Companies Regulations; and
                                                            •   is not specifically authorised to be delivered to the Registrar.

                                                            The Registrar must be satisfied that the information meets both parts of that definition before he can consider whether or not it can be removed.

                                                            Often information cannot be removed as it does not meet both parts of the definition.

                                                            In cases that do not meet the definition for unnecessary material the company may consider applying to the courts to have it removed.

                                                            Where the information meets the "unnecessary material" definition, the Registrar can deal with it in different ways, depending on whether he can separate it from the rest of the document. If it is separable, the Registrar may then deal with it as explained in Question 7 below.

                                                            It is important to note that whole documents cannot be removed for containing unnecessary material as it only applies to part of the material within a document.

                                                            If the Registrar cannot easily separate the unnecessary material, the document will not meet the requirements of proper delivery. Where this is prior to a document's registration the Registrar will normally reject the document. If this is post registration the document may need to be replaced. This is explained in Question 3 below.

                                                            • 4. Application and interpretation of Part

                                                              (1) This Part imposes requirements as to the form and authentication of documents delivered under these Rules.
                                                              (2) This Part applies to specified documents delivered to the Registrar which relate to a company and this Part shall be construed accordingly. It does not impose requirements on certified or verified copies or translations.
                                                              (3) For a replacement document, Part 6 imposes requirements that are in addition to the requirements imposed by this Part.

                                                          • 12. 12. Application under section 962 to make an address unavailable for public inspection by a company

                                                            (1) A section 962 application may be made to the Registrar by a company in respect of the addresses of:
                                                            (a) all of its members and former members whose addresses were contained in:
                                                            (i) an annual return; or
                                                            (ii) a return of allotment of shares,
                                                            delivered to the Registrar.
                                                            (2) The grounds on which an application under paragraph (1) may be made are that the company making the application considers that, as a result of its activities, the availability to members of the public of the addresses described in paragraph (1) creates a serious risk that its members or former members or subscribers, or persons who live at those addresses, will be subjected to violence or intimidation.
                                                            (3) The application shall:
                                                            (a) contain:
                                                            (i) the name of the applicant and its registered number; and
                                                            (ii) a statement of the grounds on which the application is made; and
                                                            (b) be accompanied by evidence:
                                                            (i) which supports the applicant's assertion that its application falls within the grounds stated in its application; or
                                                            (ii) where the court has made an order under section 122(3) (register of members: response to request for inspection or copy) directing the applicant not to comply with a request under section 121 (rights to inspect and require copies), a copy of that order.
                                                            (4) The Registrar may refer to a relevant body any question relating to the assessment of the nature and extent of any risk of violence or intimidation considered by the applicant to arise in relation to any of its members or former members or subscribers, or persons who live at the addresses described in paragraph (1), as a result of its activities by virtue of the availability to members of the public of particulars of the addresses of such members or former members or subscribers.
                                                            (5) The Registrar shall determine the application and send the applicant to its registered office notice of his determination on the section 962 application within five working days of that determination being made.

                                                            • Chapter 2 Chapter 2 Documents in prescribed form delivered under the Companies Regulations

                                                              • 6. 6. What the register is to contain

                                                                (1) The register must contain in relation to an eligible auditor –

                                                                      a) its name and the address of its principal place of business;

                                                                      b) its registered number;

                                                                      c) the address of each of its offices from which it carries out audit work in the Abu Dhabi Global Market;

                                                                      d) information as to how the firm is to be contacted, the primary contact person and, if it has a website, its address;

                                                                      e) the name and business address of each individual responsible for audit work in the Abu Dhabi Global Market on behalf of the firm;

                                                                       f) the name and address of the recognised professional body under whose rules it is eligible for appointment as an auditor and any registration                number which such body has allocated to it;

                                                                       g) in the case of a firm which is a member of a network:

                                                                            i. the name of the network;

                                                                            ii. a list of the names and addresses of the other members of that network and of the affiliates of all the members of that network or a                                reference to the address of a website or any other place where that information is available to the public.

                                                                • 2. 2. Informal correction of documents. (Section 949)

                                                                  The Registrar has the power to correct informally a document which is incomplete or internally inconsistent before registering it. Informal correction is only available in respect of the registration of charges. This is because the registration of a charge has significant consequences for the company, particularly in the event of a subsequent liquidation. There are also statutory time constraints on the delivery of charges for registration.

                                                                  People who wish to take advantage of this provision must first agree to being contacted and to giving the Registrar whatever instructions are needed to correct a document.

                                                                  Where the Registrar receives a document that is incomplete or internally inconsistent, in order to be able to correct it informally he may ask the person who is authorised to correct it to give the appropriate instructions.

                                                                  An incomplete document is most likely to have information missing from it that the Registrar can insert once he has made enquiries of and received instructions from the person who delivered it. An example might be where the prescribed details on a charge registration form do not agree with those on the charging instrument itself. For obvious reasons the Registrar will never insert a missing signature.

                                                                  An internally inconsistent document is where information contained within the document is inconsistent with other information delivered as part of the filing requirement. The Registrar may ask the person who is authorised to correct it to give the appropriate instructions.

                                                                  The Registrar must be satisfied that the person giving the instructions is authorised to do so. This involves setting up a password or code between the Registrar and either the person who delivered the original filing or the person who authenticated it.

                                                                  Once the Registrar has corrected the document, he treats it as having been delivered when he made the correction.

                                                                  • 6. Application of Chapter

                                                                    This Chapter imposes requirements as to the use of a prescribed form for documents delivered to the Registrar under the Companies Regulations.

                                                                  • 7. Prescribed forms

                                                                    (1) Prescribed forms are to be used for documents delivered to the Registrar where so required under the legislative provisions which are referred to on those forms.
                                                                    (2) A list of all prescribed forms can be found [on the website of the Registrar at [insert address]]. [Note to ADGM — depending on timing, will a list of the prescribed forms be on the website in time, or attached as a schedule here? ADGM to update on progress of prescribed forms.]

                                                                  • 8. Continuation forms

                                                                    When in the circumstances indicated on a prescribed form the information to be inserted in that prescribed form is to be continued, the information to be continued is to be inserted on the appropriate continuation form as indicated on the website of the Registrar at [insert address].

                                                                  • 9. Use of black ink for text inserted in a prescribed form

                                                                    Text inserted in a prescribed form must be in black typescript or handwritten in black ink.

                                                                  • 10. Signature

                                                                    A prescribed form must be signed by the person or persons indicated on the form. The signature must be applied to the prescribed form where indicated on the form.

                                                                • 13. 13. Application under section 962 to make an address unavailable for public inspection by a person who registers a charge

                                                                  (1) A section 962 application may be made to the Registrar by a person who:
                                                                  (a) has registered a charge under Part 24 of the Act (company charges); and
                                                                  (b) is not the company which created the charge or acquired the property subject to a charge,
                                                                  in respect of his address delivered to the Registrar for the purposes of that registration.
                                                                  (2) The grounds on which an application under paragraph (1) may be made are that the person making the application considers that there is a serious risk that he, or if applicable his employees, or persons who share a residence with him or his employees, will be subjected to violence or intimidation as a result of the activities of the company which is, or was, subject to the charge.
                                                                  (3) The application shall:
                                                                  (a) contain:
                                                                  (i) a statement of the grounds on which the application is made;
                                                                  (ii) the name of the applicant, and where the applicant is a company, its registered number;
                                                                  (iii) the address of the applicant that is to be made unavailable for public inspection;
                                                                  (iv) the name and registered number of the company which is or was subject to the charge;
                                                                  (v) an address for correspondence with the Registrar in respect of the application;
                                                                  (vi) where the applicant is the chargee, the service address which is to replace the address of the applicant on the register; and
                                                                  (b) be accompanied by evidence which supports the applicant's assertion that there is a serious risk that he or, if applicable, his employees, or persons who share a residence with him or his employees, will be subjected to violence or intimidation as a result of the activities of the company which is or was subject to the charge.
                                                                  (4) The Registrar may refer to a relevant body any question relating to the assessment of the nature and extent of any risk of violence or intimidation considered by the applicant to arise in relation to himself or, if applicable, his employees, or persons who share a residence with him or his employees, as a result of the activities of the company which is or was subject to the charge.
                                                                  (5) The Registrar shall determine the application and send the applicant to the address stated in the application in accordance with paragraph (3)(a)(v) notice of his determination on the section 962 application within five working days of that determination being made.

                                                                  • Chapter 3 Chapter 3 Non-prescribed form documents delivered under the Companies Regulations

                                                                    • 7. 7. How the register is to be maintained and inspected

                                                                      (1) The Registrar shall be the body responsible for the keeping of the register and making it available for inspection by electronic means.
                                                                      (2) The Registrar shall ensure that the information contained in the register may be inspected in each of the following ways –
                                                                      (a) alphabetically by name of eligible auditor;
                                                                      (b) by reference to registration numbers;
                                                                      (c) by reference to recognised professional bodies; and
                                                                      (d) by business address.

                                                                      • 3. 3. What if I need to replace a document? (Section 950)

                                                                        The Registrar may accept a replacement for a document previously delivered only if the original filed document:

                                                                        •   did not meet the requirements of proper delivery, (e.g. it was not signed); or
                                                                        •   contained unnecessary material.

                                                                        The Registrar must be satisfied that the person delivering the replacement document is the person who delivered the original document or is the company to which the original relates. The replacement document must also comply with the requirements for proper delivery. If you wish to file a replacement document, you must send the replacement document accompanied by Form EDF-RP01. The Registrar needs this so that he can link the replacement document with the original.1

                                                                        In certain circumstances, the court may also order the replacement of a document.


                                                                        1 Note: there is no obvious rationale for the UK failing to accommodate replacements online.

                                                                        • 11. Application of Chapter

                                                                          This Chapter applies to a non-prescribed form document delivered to the Registrar under the Companies Regulations.

                                                                        • 12. White paper and black ink

                                                                          (1) Except as provided in paragraph (2), a document to which this Chapter applies must be on white paper and the text of the document must be in black typescript or handwritten in black ink.
                                                                          (2) This rule does not apply to the following documents —
                                                                           
                                                                          Description of document(s) Section of the regulation under which the document is delivered to the Registrar
                                                                          Court order or direction
                                                                          Court order (but not the copy of the court order delivered under section 592 of the Companies Regulations) (reduction of share capital) [•]
                                                                          Direction from the court dispensing with the need for a statement by the creditor [•]
                                                                          Charge documents
                                                                          Instrument by which charge is created or evidenced [•]
                                                                          Deed containing the charge or one of the debentures of the series [•]
                                                                          Copy of the deed containing the charge or of one of the debentures of the series [•]
                                                                          Documents relating to disclosure of addresses
                                                                          Evidence relating to an application under section 229(4) of the Companies Regulations Regulation [•] of the Address Regulations
                                                                          Notification that a person wishes a decision under section 229 to cease to apply Regulation [•] of the Address Regulations
                                                                          Representations as to why a revocation decision should not be made Regulation [•] of the Address Regulations
                                                                          Evidence relating to an application under section 964 of the Companies Regulations Regulation [•] of the Address Regulations
                                                                          (3) A non-prescribed form document submitted to the Registrar must contain the name and registered number of the company to which the document relates, unless it is in the table of documents listed above at paragraph (2).
                                                                          (4) The documents in the table at paragraph (2) should be submitted in their original form, with appropriate certified or verified copies as required by the Companies Regulations.

                                                                        • 13. Signature

                                                                          (1) Subject to paragraph (2), a non-prescribed form document submitted to the Registrar must be signed in a prominent position by a director, secretary or other person authorised by the company (in which case evidence of such authorisation should be presented to the Registrar with the document submitted), save where the Companies Regulations specify a particular signatory.
                                                                          (2) A document which is specified in the following table must be signed by a person or persons specified for that document in the table. The signature must be applied to the document in a prominent position unless otherwise specified in the last column of the table.
                                                                           
                                                                          Description of document Section of the Companies Regulations under which the document is delivered to the Registrar Person or persons who must sign Location of signature
                                                                          Accounts and related documents
                                                                          Copy of balance sheet Section 80(2)(c) Director At end of balance sheet
                                                                          Copy of balance sheet, abbreviated accounts or annual accounts Section 417(1) Director At end of balance sheet
                                                                          Copy of annual accounts Section 444(2) Director At end of balance sheet
                                                                          Interim accounts Section 767(6) Director At end of balance sheet
                                                                          Initial accounts Section 768(7) Director At end of balance sheet
                                                                          Documents relating to disclosure of addresses
                                                                          Notification that a person wishes a decision under section 229 to cease to apply Regulation [•] of the Address Regulations The section 229 beneficiary (as defined in the Address Regulations) or their personal representative In a prominent position on the document
                                                                          Representations from a person who is not a company as to why a revocation decision should not be made Regulation [•] of the Address Regulations The section 229 beneficiary (as defined for the purposes of Regulation [•] of the Address Regulations) or the section 964 beneficiary (as defined in the Address Regulations) In a prominent position on the document
                                                                          Statements by directors
                                                                          Statement by the directors about the solvency statement Section 587(5) All directors or a majority of the directors In a prominent position on the document
                                                                          Rectification of register
                                                                          Objection made by a company Regulation [•] of the Registrar Regulations Director, secretary, person authorised, administrator, administrative receiver, receiver manager, receiver, liquidator In a prominent position on the document
                                                                          Objection made by a person who is not a company Regulation [•] of the Registrar Regulations The person making the objection In a prominent position on the document
                                                                          (3) Notwithstanding the foregoing the following documents are required by the Companies Regulations to be authenticated by particular persons as specified by the Companies Regulations and the Registrar requires that authentication to be by way of signature —
                                                                          (a) Articles of association (delivered to the Registrar under section 6(4)(b) of the Companies Regulations); and
                                                                          (b) Form of resolution (delivered to the Registrar under section 80(2)(a) or section 86(2)(a) of the Companies Regulations).

                                                                        • 13. Print of name of signatory on some documents relating to addresses

                                                                          (1) This rule applies to the following documents delivered to the Registrar under the Address Regulations -
                                                                          (a) Notification that a person wishes a decision under section 229 of the Companies Regulations to cease to apply (delivered under rule 17 of those rules), and
                                                                          (b) Representations from a person who is not a company as to why a revocation decision should not be made (delivered under rule 17 of those rules).
                                                                          (2) The name of the person who signs a document to which this rule applies must be printed on the document. That printed name must be in black typescript or handwritten in black ink.

                                                                      • 14. 14. Matters relevant to section 962 applications

                                                                        (1) For the purpose of Rules 11, 12 and 13 the Registrar may direct that additional information or evidence should be delivered to him, what such information or evidence should be and how it should be verified.
                                                                        (2) For the purpose of determining any section 962 application the Registrar may accept any answer to a question referred in accordance with Rule 11(5), 12(4) or 13(4) as providing sufficient evidence of:
                                                                        (a) the nature and extent of any risk relevant to:
                                                                        (i) where the grounds of the application are those described in Rules 11(2)(a) or 11(2)(b), the applicant;
                                                                        (ii) where the grounds of the application are those described in Rule 12(2), the subscribers or members or former members of an applicant; or
                                                                        (iii) where the grounds of the application are those described in Rule 13(2), where the applicant is an individual, the applicant, or any employees of an applicant,
                                                                        or to persons who share a residence with any of the above individuals or, in the case of members, former members or subscribers, to persons who live at their addresses, or
                                                                        (b) whether an applicant is or has been employed by a relevant organisation.

                                                                        • 8. 8. Obligations of eligible auditors with respect to maintenance of the register

                                                                          (1) Each eligible auditor shall co-operate with the Registrar for the purpose of ensuring that the Registrar enters on the register the information required by these Rules in respect of each person eligible and willing to be appointnted as an auditor in the Abu Dhabi Global Market.
                                                                          (2) It is the duty of each eligible auditor to send to the Registrar (in electronic form prescribed by the Registrar from time to time) for entry on the register any changes to that information set out in paragraph 6, including that relating to persons who became eligible for appointment as auditors on or after the date on which it was first filed.
                                                                          (3) It is the duty of each eligible auditor to take reasonable care to ensure that the information sent by it under these Rules is accurate and correct and that, in the case of information required under paragraph (2), it is sent to the Registrar within the period of 10 business days beginning with the day on which the body becomes aware of the relevant change.

                                                                          • 4. What happens to the original document?

                                                                            The Registrar can decide whether or not to remove the original document in these circumstances, and he will judge each case on its individual merits (see Question 7). His decision may depend on whether it serves the public interest better to leave the document on the register or to remove it.

                                                                          • 15. 15. Effect of a successful section 962 application

                                                                            Where a section 962 application has been determined in favour of the applicant the Registrar shall:

                                                                            (a) in the case of an application made under Rules 11(1) or 13(1) make the specified address unavailable for public inspection;
                                                                            (b) in the case of an application under Rule 12(1) make all of the members', former members' or subscribers' addresses unavailable for public inspection.

                                                                            • 9. 9. Duty of Registrar to provide access to the register

                                                                              (1) The Registrar shall provide facilities by which any person may inspect the register by electronic means, at any reasonable time during a business day.
                                                                              (2) Any person inspecting the register through the facilities referred to in paragraph (l) may require a copy of any entry on the register relating to a particular individual or firm.
                                                                              (3) The Registrar providing the facilities referred to in paragraph (l) may charge a person not exceeding US$100 for a copy of an entry on the register.

                                                                              • 5. What is annotation of the register? (Section 955)

                                                                                The Registrar must annotate the register in certain circumstances so that searchers of the register are aware of what he has done, when and why. When annotating the register, the Registrar must annotate the register to record:

                                                                                •   the date an original document was delivered;
                                                                                •   the nature and date of a correction if he has informally corrected a document under section 949 of the Companies Regulations;
                                                                                •   the date of the replacement of a document and the fact that it has been replaced;
                                                                                •   the date and under what power he removed any material, and a description of the material;
                                                                                •   the nature and date of rectification of a document under section 795 of the Companies Regulations; and
                                                                                •   the date of the replacement of a document and the fact that it has been replaced under section 796 of the Companies Regulations.

                                                                                The Registrar may also annotate the register if he considers that information on it is misleading or confusing. He may use this power, for example, where a statement of capital received from a company shows a different figure to that held by the Registrar. The Registrar may also remove an annotation if it no longer serves a useful purpose.

                                                                              • 10. 10. Annual renewal of recognition as eligible auditor

                                                                                (1) Each eligible auditor shall send to the Registrar each year (in electronic form prescribed by the Registrar from time to time) an application for renewal of recognition as an eligible auditor.
                                                                                (2) Each person applying for renewal of recognition as an eligible auditor pursuant to these Rules shall provide such other information as the Registrar may require to demonstrate such applicant's continued eligibility and suitability to be an eligible auditor.
                                                                                (3) Each eligible auditors shall pay the prescribed renewal fee of US$1,200 (or such other amount as may be set by the Registrar from time to time).

                                                                                • 6. What can the Registrar do about inconsistency on the register? (Section 968)

                                                                                  If the Registrar considers that information in a document delivered to him appears to be inconsistent with other information on the register, he must accept it, but he can then take steps to resolve the inconsistency.

                                                                                  Initially, he may write to the company asking it to resolve the inconsistency by filing another document to correct the register. If they do not comply with this initial request, the Registrar has the power to issue a formal notice of inconsistency to them. This formal notice will:

                                                                                  •   state how the information contained in the document appears to be inconsistent with other information on the register; and
                                                                                  •   require them to deliver to the Registrar an additional document required to resolve the inconsistency within 14 days of the issue of a notice.

                                                                                  He may also annotate the register to show that there is an inconsistency.

                                                                                  If the company fails to comply with the notice, it and every officer of it who is in default, is guilty of an offence and liable, on summary conviction to a fine.

                                                                                • 11. 11. Removal from register of eligible auditors

                                                                                  (1) In the circumstances specified below the Registrar may remove an individual or a firm from the register of eligible auditors.
                                                                                  (2) An eligible auditor may be removed by the Registrar on the following grounds —
                                                                                  (a) where the eligible auditor is convicted of a criminal offence in the United Arab Emirates, or the jurisdiction of the relevant professional body (if any) under whose rules it is eligible for appointment as an auditor;
                                                                                  (b) where the eligible auditor fails to submit an annual renewal application or pay the prescribed renewal fee in accordance with the terms of Rule 10;
                                                                                  (c) the Registrar is satisfied that he has been persistently in default in relation to provisions of any law or regulation in the Abu Dhabi Global Market applicable to auditors; or
                                                                                  (d) the Registrar is satisfied that his conduct makes him unfit to be concerned in the performance of audit work in the Abu Dhabi Global Market.
                                                                                  (3) If the Registrar proposes to remove an eligible auditor, it must give him a warning notice which must —
                                                                                  (a) state the action which the Registrar proposes to take;
                                                                                  (b) be in writing;
                                                                                  (c) give reasons for the proposed action; and
                                                                                  (d) specify a reasonable period (which may not be less than 14 days) within which the person to whom it is given may make representations to the Registrar.
                                                                                  (4) The Registrar must then decide, within a reasonable period, whether to give the eligible auditor receiving the warning notice a removal notice which must —
                                                                                  (a) be issued without delay;
                                                                                  (b) be in writing; and
                                                                                  (c) state the reasons of the Registrar for the decision to take the action to which the notice relates.
                                                                                  (5) Upon issuance of a removal notice, the individual or firm will be removed from the register of eligible auditors.

                                                                                  • 7. What can be administratively removed from the register? (Section 969)

                                                                                    The Registrar can administratively remove from the register:

                                                                                    •   unnecessary material; and
                                                                                    •   material derived from a document that has been replaced because it was not properly delivered or was replaced following of an inconsistency notice.

                                                                                    The Registrar cannot remove from the register anything he had to accept, or material whose registration has had legal consequences in relation to the company as regards:

                                                                                    •   its formation;
                                                                                    •   a change of name;
                                                                                    •   its re-registration;
                                                                                    •   a reduction of capital;
                                                                                    •   a change of registered office;
                                                                                    •   the registration of a charge; or
                                                                                    •   its dissolution.

                                                                                    The Registrar also cannot administratively remove from the register a person's registered service address. Directors, secretaries and others must have such addresses.

                                                                                  • 8. Will the company be informed before any material is removed from its record?

                                                                                    Yes, unless the removal is at the request of the company. On or before removing any material, the Registrar will give notice to either:

                                                                                    •   the person who delivered the material, (if he knows that person's identity, name and address); or
                                                                                    •   the company to which the material relates (if notice cannot be given to the person who delivered the material and the identity of the company is known).

                                                                                    The notice must state the date it is issued; what material is to be, or has been, removed and on what grounds.

                                                                                  • 9. What is rectification of the register? (Section 970 and Companies Regulations (Applications for Striking-Off, Register Annotations and Rectifications) Rules 2015)

                                                                                    This is another power allowing the Registrar to remove material from the register in certain circumstances. This only relates to certain material specified in the Companies Regulations (Applications for Striking-Off, Register Annotations and Rectifications) Rules 2015, and only enables the material to be removed if it:

                                                                                    •   derives from anything invalid or ineffective, or was done without the authority of the company; or
                                                                                    •   is factually inaccurate or is derived from something that is factually inaccurate or forged.

                                                                                    The powers are not always limited to removing false documents and can allow the Registrar to remove certain documents or information derived from them which are factually inaccurate. An example of this might include forms containing an error of fact, such as the wrong date of birth for a person.

                                                                                    However, due to the legal status of the registered office address, only the company itself can apply to the Registrar for rectification of a change to its registered office.

                                                                                  • 10. How do I apply?

                                                                                    Details about how to apply are set out in the Registrar's rules.

                                                                                  • 11. What material does the Registrar's rectification process apply to?

                                                                                    Details of what material the Registrar's rectification process applies to are set out in the Registrar's rules.

                                                                                  • 12. Rectification of the register under court order (Sections 971 and 972)

                                                                                    The Registrar must remove from the register any material:

                                                                                    •   that derives from anything that the court has declared to be invalid or ineffective, or to have been done without the authority of the company; or
                                                                                    •   that a court declares to be factually inaccurate, or to be derived from something factually inaccurate, or forged,

                                                                                    and that that the court directs to be removed from the register.

                                                                                    The court order must specify what the Registrar must remove from the register and indicate where on the register it is. The court can only order the removal of material whose registration had legal consequences for the company if it is satisfied that:

                                                                                    •   the presence of the material has caused, or may cause, damage to the company; and
                                                                                    •   the company's interest in removing the material outweighs the interest of any other person in the material continuing to appear on the register.

                                                                                    For a list of the material whose registration had legal consequences see Chapter 2, Question 7.

                                                                                    The court can direct the removal a person's registered service address for the purposes of section 1001 of the Companies Regulations.

                                                                                    The court may also direct that:

                                                                                    •   the Registrar must remove any note on the register which relates to the material which is the subject of the order;
                                                                                    •   the Registrar shall not make available for public inspection the order itself;
                                                                                    •   the Registrar shall make no note on the register as a result of the order; and
                                                                                    •   any such note is restricted to the matters specified by the court.

                                                                                    The court may only make such directions if it is satisfied that:

                                                                                    •   the presence of the note or an unrestricted note or the availability for public inspection of the court order may cause damage to the company; and
                                                                                    •   the company's interest in non-disclosure outweighs the interests of any other person in disclosure.

                                                                                  • 13. Supplemental Filing — correcting inaccuracies on the register

                                                                                    In certain circumstances companies may be able to submit another form (known as a 'Supplemental Filing') in order to correct inaccuracies that had been submitted on a form that had been delivered previously to the Registrar under the Companies Regulations.

                                                                                    For example, where an incorrect date of allotment had been previously provided in a 'Return of allotment of shares' (form EDF-SC01), then a Supplemental Filing can be delivered to the Registrar restating all of the information previously provided but with the correct date of allotment.

                                                                                    The Supplemental Filing is placed on the register updating the register but the original form will remain there too. A 'Supplemental Filing' of a form may only be filed if the original form had been properly delivered and registered, and inaccuracies appear in the registered material. For each Supplemental Filing a EDF-RP07 will need to be submitted for company forms.

                                                                                    You can submit a 'Supplemental Filing' for the following form types:

                                                                                    •   EDF-DS01 — Appointment of director, corporate director, secretary or corporate secretary, termination of appointment of director or secretary;
                                                                                    •   EDF-DS02 — Change of director's, corporate director's, secretary's or corporate secretary's details;
                                                                                    •   EDF-SC01 — Return of allotment of shares; and
                                                                                    •   AR-AR01 — Annual Return.

                                                  • 4. 4. Rectification of the register on application

                                                    (1) On application under this rule (but not if there is a valid objection to the application), the Registrar shall remove from the register any relevant material that —
                                                    (a) derives from anything invalid or ineffective or that was done without the authority of the company to which the material relates, or
                                                    (b) is factually inaccurate, or is derived from something that is factually inaccurate or forged.
                                                    (2) An application to the Registrar for the removal from the register of material that was included in a prescribed form required under section 75 of the Companies Regulations (change of address of registered office), or of material that is derived from material that was included in such a form, may be made only by the company to which the material relates.
                                                    (3) An application to the Registrar for the removal from the register of relevant material other than material referred to in paragraph (2) may be made by (and only by) —
                                                    (a) the person by whom the relevant company form was delivered to the Registrar;
                                                    (b) the company to which the material relates; or
                                                    (c) any other person to whom the material relates.

                                                    • PART 4 PART 4 MATTERS RELATING TO APPLICATIONS UNDER SECTION 229 AND UNDER SECTION 962

                                                      • PART 4 PART 4 CERTIFIED COPIES AND VERIFIED COPIES

                                                        • SCHEDULE 2 SCHEDULE 2 DOCUMENTS THAT MAY BE DELIVERED TO THE REGISTRAR USING ELECTRONIC FILING

                                                          1. Form 2. Name of form 3 Legislative provision authorizing or requiring delivery
                                                          INC-01 Reservation of company name Section 47
                                                          INC-02 Application to register a company Section 6
                                                          AF- AA01 Filing of annual accounts Section 415
                                                          AR-AR01 Annual Return Section 778
                                                          EDF-N01 Notice of change of name by special resolution Section 66(1)
                                                          EDF-N02 Notice of change of name by conditional resolution Section 66(2)
                                                          EDF-N03 Notice confirming satisfaction of the conditional resolution for change of name Section 66(3)
                                                          EDF-N04 Notice of change of name by means provided for in the articles Section 67
                                                          EDF-C01 Notice of amendment of articles Section 24
                                                          EDF-C02 Notice of existence of entrenched provisions of the articles and restriction on the amendment of articles Section 21(1)
                                                          EDF-C03 Notice of removal of restriction on the company's articles Section 21(2)
                                                          EDF-C05 Notice of change of constitution by order of court or other authority Section 31
                                                          EDF-RO01 Notice of change of registered office address Section 75
                                                          EDF-CR01 Notice of Single Alternative Inspection Location (SAIL) Section 996
                                                          EDF-CR02 Change of location of the company records to the single alternative inspection location (SAIL) Section 996
                                                          EDF-CR03 Change of location of the company records to the registered office Section 996
                                                          EDF-DS01 Appointment and Cessation of Directors and Secretary Sections 157 and 293
                                                          EDF-DS02 Change of details of director and secretary Section 157 and 293
                                                          EDF-A01 Change of accounting reference date Section 381
                                                          EDF-A03 Notice of resolution removing auditor from office Section 481
                                                          EDF-SC01 Notice of allotment of shares Section 514
                                                          EDF-SC02 Notice of consolidation, sub-division, redemption of shares Sections 569 and 628
                                                          EDF-SC03 Return of purchase of own shares Section 647
                                                          EDF-SC04 Notice of sale or transfer of treasury shares Section 669
                                                          EDF-SC05 Notice of cancellation of treasury shares Section 648
                                                          EDF-SC06 Notice of cancellation of shares Section 671
                                                          EDF-SC07 Notice of cancellation of shares held by or for a public company Section 603
                                                          EDF-SC08 Notice of name or other designation of class of shares Section 577
                                                          EDF-SC09 Return of allotment by an unlimited company allotting a new class of shares Section 515
                                                          EDF-SC10 Notice of particulars of variation of rights attached to shares Section 578
                                                          EDF-SC11 Notice of new class of members Section 579
                                                          EDF-SC12 Notice of particulars of variation of class rights Section 581
                                                          EDF-SC13 Notice of name or other designation of class of members Section 580
                                                          EDF-SC14 Notice of application to court for cancellation of the special resolution approving a redemption or purchase of shares out of capital Section 664
                                                          EDF-SC15 Statement of Capital N/A
                                                          EDF-TC01 Application for trading certificate for a public company Section 700
                                                          EDF-RR01 Application by a private company for re-registration as a public company Section 78
                                                          EDF-RR02 Application by a public company for re-registration as a private limited company Section 84
                                                          EDF-RR03 Notice of application to the court for cancellation of resolution for re-registration Section 83
                                                          EDF-RR04 Application by a private limited company for re-registration as an unlimited company Section 87
                                                          EDF-RR05 Application by an unlimited company for re-registration as a private limited company Section 90
                                                          EDF-RR06 Application by a public company for re-registration as a private unlimited company Section 94
                                                          EDF-RR07 Application by a public company for re-registration as a private limited company following a court order reducing capital Section 592
                                                          EDF-RR08 Application by a public company for re-registration as a private company following a cancellation of shares Section 604
                                                          EDF-RR09 Application by a restricted scope company for re-registration as a non-restricted scope company Section 96
                                                          EDF-RRA01 Form of assent for re-registration of public company as private and unlimited Section 94(2)
                                                          EDF-RRA02 Form of assent for re-registration of private limited company as unlimited Section 87(2)
                                                          EDF-RP01 Replacement of document not meeting requirements for proper delivery Section 950
                                                          EDF-RP02 Application for rectification by the Registrar of Companies Section 970
                                                          EDF-RP04 Notice of an objection to a request for the Registrar of Companies to rectify the Register Section 970
                                                          EDF-RP05 Correction of a director's date of birth Section 970
                                                          EDF-RT01 Application for administrative restoration to the Court Section 889
                                                          EDF-SD01 Striking off application by a company Section 867
                                                          EDF-SD02 Withdrawal of striking off application by company Section 874

                                                          • SCHEDULE 1 SCHEDULE 1 Definitions

                                                            "auditor" means a person appointed as auditor under Part 15 of the Companies Regulations and the expressions "audit" and "audit work" are to be construed accordingly;

                                                            "Companies Regulations" means the Companies Regulations 2015;

                                                            "company" has the meaning given to it in the Companies Regulations;

                                                            "recognised professional body" has the meaning given to it by section 1032; and

                                                            "working day" has the meaning given to it by section 1028.

                                                            • Chapter 3 Chapter 3 Other Registrar's powers

                                                              • 16. 16. Appeals

                                                                (1) An applicant who has received notice under Rule 7(5), 8(5), 9(5), 11(6), 12(5) or 13(5) that his application has been unsuccessful may appeal to the Registrar on the grounds that the decision:
                                                                (a) is unlawful;
                                                                (b) is irrational or unreasonable;
                                                                (c) has been made on the basis of a procedural impropriety or otherwise contravenes the rules of natural justice.
                                                                (2) No appeal under this Rule may be brought unless the leave of the Registrar has been obtained.
                                                                (3) An applicant must bring an appeal within 21 days of the date of the notice or, with the Registrar's permission, after the end of such period, but only if the Registrar is satisfied:
                                                                (a) where permission is sought before the end of that period, that there is good reason for the applicant being unable to bring the appeal in time; or
                                                                (b) where permission is sought after that time, that there was a good reason for the applicant's failure to bring the appeal in time and for any delay in applying for permission.
                                                                (4) The Registrar determining an appeal may:
                                                                (a) dismiss the appeal; or
                                                                (b) quash the decision.

                                                                • 15. 15. Application of Part 4

                                                                  This Chapter applies to a certified copy or verified copy of an instrument or debenture delivered to the Registrar under the Companies Regulations.

                                                                  • 1. How long does the Registrar keep documents? (Section 957)

                                                                    The originals of documents delivered to the Registrar in hard copy form may, at the sole discretion of the Registrar, be destroyed (provided the information contained in them has been recorded) or returned to the party who delivered them to the Registrar.

                                                                    Where the Registrar receives a document electronically, he does not have to keep the original document, as long as the information contained in them has been recorded.

                                                                  • 17. 17. Duration of a section 229 decision or a section 962 decision

                                                                    (1) A section 229 decision shall continue to have effect until:
                                                                    (a) either:
                                                                    (i) the section 229 beneficiary; or
                                                                    (ii) his personal representative,
                                                                    has notified the Registrar in writing that he wishes the section 229 decision to cease to apply; or
                                                                    (b) the Registrar has made a revocation decision in relation to that beneficiary,

                                                                    whichever first occurs.
                                                                    (2) A section 962 decision shall continue to have effect until the Registrar has made a revocation decision in relation to the section 962 beneficiary.

                                                                    • 15. 15. Requirements as to certification or verification

                                                                      (1) The certification or verification of a copy document which are required to be submitted to the Registrar under the Companies Regulations must be given-
                                                                      (a) (for a copy of an instrument creating or effecting a charge under Part 24 of the Companies Regulations) by a director, secretary, or duly appointed legal counsel of a person with an interest in the charge; and
                                                                      (b) (for any other copy document) by a director, secretary, permanent representative, administrator, administrative receiver, receiver manager, receiver, liquidator or duly appointed legal counsel of the company to which the copy relates.
                                                                      (2) The person giving the certificate or verification must sign at the end of the certificate or verification.

                                                                      • 2. What about dissolved companies? (Section 958)

                                                                        Once a company has been dissolved for 2 years, the Registrar may direct that records relating to it may be removed to such place as is directed by the Board, or otherwise destroyed.

                                                                      • 18. 18. Revocation of a section 229 decision or a section 962 decision

                                                                        (1) The Registrar may revoke a section 229 decision or a section 962 decision at any time if he is satisfied that the section 229 beneficiary or section 962 beneficiary, as the case may be, or any other person, in purported compliance with any provision of these Rules, is found guilty of an offence under section 984 (general false statement offence) ("a revocation decision").
                                                                        (2) If the Registrar proposes to make a revocation decision he shall send the beneficiary notice of his intention.
                                                                        (3) The notice must:
                                                                        (a) inform the beneficiary that he may, within the period of 28 days beginning with the date of the notice, deliver representations in writing to the Registrar; and
                                                                        (b) state that if representations are not received by the Registrar within that period, the revocation decision will be made at the expiry of that period.
                                                                        (4) If within the period specified in paragraph (3) the beneficiary delivers representations as to why the revocation decision should not be made, the Registrar shall have regard to the representations in determining whether to make the revocation decision, and shall, within five working days of making his decision, send notice of it to the beneficiary.
                                                                        (5) Any communication by the Registrar in respect of a revocation decision or proposed revocation decision shall be sent to the beneficiary:
                                                                        (a) in the case of an individual, to his usual residential address;
                                                                        (b) in the case of a company, to its registered office; or
                                                                        (c) in the case of a partnership, to the address specified in its section 962 application.

                                                                        • 17. 17. White paper and black ink

                                                                          A copy document to which this Chapter applies must be on white paper and in black typescript or handwritten in black ink.

                                                                          • 3. Filing of translations (Section 981)

                                                                            In some cases, companies are required to deliver translations of documents that they are delivering or have previously delivered to the Registrar.

                                                                            If you are required to file a translation you must send the translation accompanied by Form EDF-VT01. The Registrar needs this so that he can link the translated version of the document with the original. If you want to see full details of the Registrar's rules regarding filing translations, please visit our website www.adgm.com.

                                                                          • 4. Transliteration of names and addresses

                                                                            Names and addresses in documents delivered to the Registrar (of both individuals and companies) must only consist of permitted characters and symbols as specified in the Schedule 1 of the Companies Regulations (Business Names) Rule 2015 and (where applicable) their lower case equivalents.

                                                                          • 5. Certification of documents

                                                                            Where a document delivered to the Registrar has to be certified as an accurate translation, or as a correct copy, the Registrar has made rules on who is able to certify documents. If you want to see full details of the Registrar rules on certification, please refer to www.adgm.com.

                                                            • 5. 5. Applications to rectify: further requirements, objections and notices to be issued by the Registrar

                                                              (1) An application to the Registrar under rule 4 must, in addition to satisfying the requirements of section 970(3) of the Companies Regulations —
                                                              (a) state the applicant's name and address;
                                                              (b) where the application is an application referred to in rule 4(2), confirm that the applicant is the company to which the relevant material in the application relates;
                                                              (c) in any other case, state whether the applicant is a person mentioned in rule 4(3)(a), a person mentioned in rule 4(3)(b) or a person mentioned in rule 4(3)(c); and
                                                              (d) state whether the relevant material which is the subject of the application —
                                                              (i) derives from anything invalid or ineffective;
                                                              (ii) derives from anything that was done without the authority of the company to which the material relates;
                                                              (iii) is factually inaccurate or is derived from something that is factually inaccurate; or
                                                              (iv) is derived from something that is forged.
                                                              (2) Where the application is an application referred to in rule 4(2), the Registrar must give notice of the application to —
                                                              (a) the person who delivered the standard form mentioned in that rule to the Registrar (but only if the Registrar knows the identity and name and address of that person);
                                                              (b) every person who (to the Registrar's knowledge) was a director or secretary of the company at the time when the application was delivered to the Registrar; and
                                                              (c) the company at the address of its registered office.
                                                              (3) Where the material which is the subject of the application is not an application referred to in rule 4(2), the Registrar must give notice of the application to —
                                                              (a) every person mentioned in rule 4(3) whose identity and name and address the Registrar knows (other than the applicant); and
                                                              (b) every person who (to the Registrar's knowledge) was a director or secretary of the company at the time when the application was delivered to the Registrar.
                                                              (4) The notice given by the Registrar under paragraph (2) or (3) shall —
                                                              (a) state the name and registered number of the company to which the material relates;
                                                              (b) specify what is to be removed from the register and indicate where on the register it is;
                                                              (c) state the information provided to the Registrar under paragraph (1)(d);
                                                              (d) state the date on which the notice is issued;
                                                              (e) give particulars of the recipient's right to object to the application and the requirements applying to that right under paragraphs (6) and (7);
                                                              (f) explain the effect of paragraph (9); and
                                                              (g) explain the effect of rule 4(1) and of section 972(4) of the Companies Regulations.
                                                              (5) An objection to an application under rule 4 may be made to the Registrar by any person.
                                                              (6) An objection must be made by giving notice in writing to the Registrar, and the notice must state the name and address of the person making the objection and identify the application to which the objection relates.
                                                              (7) A person to whom notice of an application was given under paragraph (2) or (3) and who wishes to object to the application must do so before the end of the period of 28 days beginning with the date on which that notice was issued (as stated in the notice).
                                                              (8) The Registrar must not take account of an objection made by any other person after the end of the period of 28 days beginning with the date on which the notices under paragraph (2) or (3) were issued.
                                                              (9) If a valid objection is made to the application, the Registrar must reject the application.
                                                              (10) When a valid objection is made, the Registrar must also —
                                                              (a) send an acknowledgment of receipt to the person who made the objection;
                                                              (b) notify the applicant of the fact that an objection has been made; and
                                                              (c) notify every other person to whom the Registrar gave notice under paragraph (2) or (3) (but not the person who made the objection or any other person who has made an objection).
                                                              (11) If no valid objection is made, the Registrar shall —
                                                              (a) rectify the register as per the application; and
                                                              (b) notify the applicant of that fact.

                                                              • SCHEDULE 1 SCHEDULE 1 Definitions

                                                                "auditor" means a person appointed as auditor under Part 15 of the Companies Regulations and the expressions "audit" and "audit work" are to be construed accordingly;

                                                                "Companies Regulations" means the Companies Regulations 2015;

                                                                "company" has the meaning given to it by section 1 of the Companies Regulations;

                                                                "non-ADGM company" has the meaning given to it by section 1028 of the Companies Regulations;

                                                                "personal representative" means the executor, original or by representation, or administrator for the time being of a deceased person;

                                                                "public authority" has the meaning given to it by section 229;

                                                                "recognised professional body" has the meaning given to it by section 1039;

                                                                "relevant organisation" means any law enforcement agency in the United Arab Emirates;

                                                                "revocation decision" in relation to a section 229 decision or a section 962 decision means a determination by the Registrar to revoke that decision in accordance with Rule 18;

                                                                "section 229 beneficiary" means (a) an individual who has made a section 229 application in respect of which a section 229 decision has been made; or (b) an individual on whose behalf a company or a subscriber to a memorandum of association has made a section 229 application in respect of which a section 229 decision has been made;

                                                                "section 229 decision" means a determination by the Registrar on a section 229 application in favour of the applicant;

                                                                "specified address" means the address specified in the application as being the one to be made unavailable for public inspection;

                                                                "working day" has the meaning given to it by section 1035.

                                                                • PART 5 PART 5 TRANSLATIONS

                                                                  • Chapter 4 Chapter 4 Quality of documents

                                                                    • Chapter 1 Chapter 1 Interpretation provisions

                                                                      • 1. 1. What happens to the documents I send to the Registrar?

                                                                        We scan the documents and forms you deliver to us to produce an electronic image. We then store the original paper documents and use the electronic image as the working document.

                                                                        When a customer searches a record, they see the electronic image reproduced online. So it is important not only that the original is legible, but that it can also produce a clear copy.

                                                                        This Chapter sets out some guidelines to follow when preparing a document for filing with the Registrar.

                                                                        • 18. Definitions

                                                                          In this Part "translation" means a translation into English.

                                                                      • Chapter 2 Chapter 2 Certification of a translation

                                                                        • 2. 2. How should I set out documents?

                                                                          Documents filed electronically

                                                                          Documents filed electronically must comply with the specifications set out by the Registrar in any rules on electronic filing which are released by it.

                                                                          Paper documents

                                                                          Generally, every paper document sent to the Registrar must state in a prominent position the registered name and number of the company. There are a few exceptions to this rule, which are set out in the published Registrar's rules.

                                                                          Paper documents should be on A4 size, plain white paper with a matt finish. The text should be black, clear, legible and of uniform density. Letters and numbers must be clear and legible so that we can make an acceptable copy of the document. The following guidelines may help:

                                                                          When you fill in a form please:

                                                                          •   use black ink or black type;
                                                                          •   use bold lettering (some elegant thin typefaces and pens give poor quality copies);
                                                                          •   don't send a carbon copy;
                                                                          •   don't use a dot matrix printer; and
                                                                          •   remember — photocopies can result in a grey shade that will not scan well.

                                                                          When you complete other documents, please remember:

                                                                          •   the points already made relating to completing forms;
                                                                          •   to use A4 size paper with a good margin;
                                                                          •   to supply them in portrait format (that is with the shorter edge across the top); and
                                                                          •   to include the registered number and name on the first page.

                                                                          • 18. Requirements as to certification of translation of a document

                                                                            (1) The certification of a translation as accurate must be given-
                                                                            (a) (for a translation of an instrument creating or effecting a charge under Part 24 of the Companies Regulations) by a director, secretary, or duly appointed legal counsel legal counsel of the person with an interest in the charge; and
                                                                            (b) (for any other translation) by a director, secretary, permanent representative, administrator, administrative receiver, receiver manager, receiver, liquidator or duly appointed legal counsel of the company to which the translation relates.
                                                                            (2) The certificate must be in black typescript or handwritten in black ink.
                                                                            (3) The person giving the certificate must sign at the end of the certificate.
                                                                            (4) A translation must be on white paper and the text of the translation must be in black typescript or handwritten in black ink.

                                                                        • 3. Where can I find out more about this?

                                                                          For further guidance on print requirements please visit our website or email your enquiry or telephone +971 2 3338888.

                                                                  • SCHEDULE 1 SCHEDULE 1 Definitions And General Interpretation

                                                                    "company" has the meaning given to it in the Companies Regulations;

                                                                    "prescribed form" means a document in the form prescribed as listed on the website of the Registrar at the following address www.adgm.com;

                                                                    "required" means required by rules made by the Registrar under section 989 of the Companies Regulations;

                                                                    "relevant company form" means —

                                                                    (a) a standard form required for giving notice under section 75 (change of address of registered office), section 157 (changes relating to directors) or section 293 (changes relating to secretaries) of the Companies Regulations, or
                                                                    (b) so much of a standard form required for delivering an application under section 9 of the Companies Regulations (application for registration of a company) as is required for the statement of a company's proposed officers referred to in section 6(3)(c);

                                                                    "relevant material" means material on the register that was included in, or is derived from material that was included in, a relevant company form delivered to the Registrar by any person; and

                                                                    "valid objection" means —

                                                                    (a) an objection made in accordance with rule 5(6) and (7) by a person to whom notice of the application was given under rule 5(2) or (3), or
                                                                    (b) an objection made in accordance with rule 5(6) by any other person which is not an objection that the Registrar is prevented from taking into account under rule 5(8).

                                                                    • SCHEDULE 2 SCHEDULE 2 CONDITIONS FOR PERMITTED DISCLOSURE

                                                                      • PART 6 PART 6 REPLACEMENT DOCUMENTS

                                                                        • Chapter 5 Chapter 5 Further Information

                                                                          • Part 1 Part 1 Disclosure to Specified Public Authorities

                                                                            1.1 Paragraphs 1.2 and 1.3 set out the conditions specified for the disclosure of protected information by the Registrar to a specified public authority.
                                                                            1.2 The specified public authority has delivered to the Registrar a statement that it intends to use the protected information only for the purpose of facilitating the carrying out by that specified public authority of a public function ("the permitted purpose").
                                                                            1.3 The specified public authority has delivered to the Registrar a statement that it will, where it supplies a copy of the protected information to a processor for the purpose of processing the information for use in respect of the permitted purpose:
                                                                            (i) ensure that the processor is one who carries on business in the Abu Dhabi Global Market;
                                                                            (ii) require that the information is not transmitted outside the Abu Dhabi Global Market by the processor; and
                                                                            (iii) require that the processor does not disclose the information except to the specified public authority or an employee of the specified public authority.

                                                                            • 19. 19. Requirements applicable to a replacement document

                                                                              A replacement document must comply with the following-

                                                                              (a) the requirements in Part 2 (manner of delivery and receipt),
                                                                              (b) the requirements in Parts 3, 4 and 5 (as the case may be) that are applicable to that document, and
                                                                              (c) the requirements in the other paragraphs of this Part 6 (replacement covering form).

                                                                              • 1. How do I deliver information to the Registrar?

                                                                                For full details of all the ways of delivering documents to the Registrar, electronically or on paper, please refer to the Registrar's rules which appear on our website. The safest and most secure way to deliver statutory information to the Registrar, once available, will be to use our electronic filing services online. For more information and registration details please visit www.adgm.com.

                                                                                If you are delivering documents by post or courier and would like a receipt, the Registrar's office will provide an acknowledgement if you enclose a copy of your covering letter with a pre-paid addressed return envelope. We will stamp the copy of your covering letter with the date of receipt and return it to you in the envelope provided.

                                                                                Please note: an acknowledgement of receipt does not mean that a document has been accepted for registration with the Registrar.

                                                                                Please note: the Registrar does not accept any statutory documents by fax, pdf (except for electronically filed certified copies of charge instruments) or by email.

                                                                              • Part 2 Part 2 Disclosure to a Credit Reference Agency

                                                                                1.4 Paragraphs 1.5 to 1.9 set out the conditions specified for the disclosure of protected information by the Registrar to a credit reference agency.
                                                                                1.5 The credit reference agency:
                                                                                (i) is carrying on in the Abu Dhabi Global Market a business comprising the furnishing of information relevant to the financial standing of individuals, being information collected by the agency for that purpose;
                                                                                (ii) maintains appropriate procedures:

                                                                                to ensure that an independent person can investigate and audit the measures maintained by the agency for the purposes of ensuring the security of any protected information disclosed to that agency; and

                                                                                for the purposes of ensuring that it complies with its obligations under the with its obligations under data protection legislation;
                                                                                (iii) has not been found guilty of an offence under section 987 (general false statement offence).
                                                                                1.6 The credit reference agency has delivered to the Registrar a statement that it intends to use the protected information only for the purposes of:
                                                                                (i) providing an assessment of the financial standing of a person;
                                                                                (ii) meeting any obligations contained in any legislation of another State on the prevention of the use of the financial system for the purpose of money laundering and terrorist financing;
                                                                                (iii) conducting conflict of interest checks required or made necessary by any enactment;
                                                                                (iv) the provision of protected information to:
                                                                                a public authority specified in Schedule 1 which has satisfied the requirements of paragraphs 2 and 3 of this Schedule; or

                                                                                a credit reference agency which has satisfied the requirements of this Part of this Schedule; or
                                                                                (v) conducting checks for the prevention and detection of crime and fraud.
                                                                                1.7 The credit reference agency has delivered to the Registrar a statement that it intends to take delivery of and to use the protected information only in the Abu Dhabi Global Market.
                                                                                1.8 The credit reference agency has delivered to the Registrar a statement that it will, where it supplies a copy of the protected information to a processor for the purpose of processing the information for use in respect of the purposes referred to in paragraph 1.6:
                                                                                (i) ensure that the processor is one who carries on business in the Abu Dhabi Global Market;
                                                                                (ii) require that the information is not transmitted outside the Abu Dhabi Global Market by the processor; and
                                                                                (iii) require that the processor does not disclose the information except to the credit reference agency or an employee of the credit reference agency.
                                                                                1.9 The credit reference agency has delivered to the Registrar a statement that it meets the conditions in paragraph 1.6 above.

                                                                                • 21. 21. Replacement covering form

                                                                                  (1) A replacement document must be accompanied by the following information —
                                                                                  (a) a description of the original document to which the replacement relates, and
                                                                                  (b) the date of registration of that original document by the Registrar.
                                                                                  (2) That information must be delivered to the Registrar in a replacement covering form [RP01], as set out on the website of the Registrar.
                                                                                  (3) A replacement covering form must be on paper that complies with the following requirements —

                                                                                  Size A4
                                                                                  Colour White
                                                                                  Orientation Portrait (Shorter edge across the top)
                                                                                  (4) Text inserted in a replacement covering form must be in black typescript or handwritten in black ink.
                                                                                  (5) A replacement covering form must contain the name and registered number of the company or other body to which the form relates except that the requirement for registered number does not apply to such a form which relates to an unregistered company. The name and registered number must be inserted in black typescript or handwritten in black ink in the name and number boxes on the replacement covering form.
                                                                                  (6) A replacement covering form must be signed by one of the persons indicated on that form. The signature must be applied to the replacement covering form where indicated on the form.

                                                                                  • 2. Do I have to pay to file documents with the Registrar?

                                                                                    You do not have to pay a fee for many of the documents that you have to send to the Registrar, but some do require a fee and we will not accept them for registration without it. For full details you should refer to www.adgm.com.

                                                                                  • Part 3 Part 3 Interpretation of this Schedule

                                                                                    1.10
                                                                                    (a) In this Schedule:

                                                                                    "processor" means any person who provides a service which consists of putting information into data form or processing information in data form and any reference to a processor includes a reference to his employees; and

                                                                                    "public function" includes:
                                                                                    (i) any function conferred by or in accordance with any provision contained in any enactment;
                                                                                    (ii) any similar function conferred on persons by or under provisions having effect as part of the law of a country or territory outside the Abu Dhabi Global Market; and
                                                                                    (iii) any function exercisable in relation to the investigation of any criminal offence or for the purpose of any criminal proceedings.
                                                                                    (b) In this Schedule any reference to:
                                                                                    (i) an employee of any person who has access to protected information shall be deemed to include any person working or providing services for the purposes of that person or employed by or on behalf of, or working for, any person who is so working or who is supplying such a service; and
                                                                                    (ii) the disclosure for the purpose of facilitating the carrying out of a public function includes disclosure in relation to, and for the purpose of, any proceedings whether civil, criminal or disciplinary in which the specified public authority engages while carrying out its public functions.

                                                                                    • 3. Can I file documents in other languages?

                                                                                      The Companies Regulations require that you deliver documents to the Registrar in English. In very limited circumstances companies can deliver the following documents in languages other than English if the document is accompanied by a certified translation into English:

                                                                                      •   agreements required to be forwarded to the Registrar under Chapter 3 of Part 3 of the Companies Regulations;
                                                                                      •   documents required to be delivered under section 390(2)(f) of the Companies Regulations (company included in accounts of larger group: required to deliver copy of group accounts);
                                                                                      •   certified copies delivered under Part 24 (company charges); and
                                                                                      •   any other documents specified in the rules made by the Board.

                                                                                    • 4. Where do I get forms?

                                                                                      All statutory forms and guides are available, free of charge from the Registrar. The quickest way to get them is on our website or by telephoning + 971 2 3338888.

                                                                                      HOW TO CONTACT US

                                                                                      Address:

                                                                                      The Registrar of Companies

                                                                                      Abu Dhabi Global Market Building,

                                                                                      3rd Floor, Abu Dhabi Global Market Square,

                                                                                      Al Maryah Island,

                                                                                      P.O. Box 111999

                                                                                      Abu Dhabi, UAE

                                                                                      Telephone:

                                                                                      +971 2 3338888

                                                                                      Email:

                                                                                      rb@adgm.com

                                                                        • SCHEDULE 1 Definitions And General Interpretation

                                                                          “company” has the meaning given to it in the Companies Regulations;

                                                                          “non-prescribed form document” means a document or part of a document which is not required by these rules to be delivered to the Registrar in prescribed form;

                                                                          “person authorised” means a person authorised by the directors of a company in accordance with section 287(3) or section 291 of the Companies Regulations;

                                                                          “prescribed form” means a document in the form prescribed as listed on the website of the Registrar at the following address www.adgm.com;

                                                                          “registered number” has the meaning given to it in the Companies Regulations; and

                                                                          “replacement document” means a document delivered to the Registrar which is a replacement to which section 950 of the Companies Regulations applies.

                                                                        • SCHEDULE 2 PRESCRIBED FORMS FOR DOCUMENTS RELATING TO COMPANIES DELIVERED UNDER THE REGISTRAR

                                                                          [Note: We understand that the Registrar is preparing its own prescribed forms. The following is a list of forms we expect to be included for ease of reference. It can be included as a schedule here or set out in the website of the Registrar.]

                                                                          Form Name of Form
                                                                          [•] Change of accounting reference date
                                                                          [•] Notice of resolution removing auditors from office
                                                                          [•] Application for administrative restoration to the Register
                                                                          [•] Annual Return
                                                                          [•] Notification of single alternative inspection location (SAIL)
                                                                          [•] Change of location of the company records to the single alternative inspection location (SAIL)
                                                                          [•] Change of location of the company records to the registered office
                                                                          [•] Notice of restriction on the company's articles
                                                                          [•] Notice of removal of restriction on the company's articles
                                                                          [•] Statement of compliance where amendment of articles restricted
                                                                          [•] Statement of company's objects
                                                                          [•] Change of constitution by enactment
                                                                          [•] Change of constitution by order of court or other authority
                                                                          [•] Exemption from requirement as to use of "limited" on change of name
                                                                          [•] Notice of change of name by resolution
                                                                          [•] Notice of change of name by conditional resolution
                                                                          [•] Notice confirming satisfaction of the conditional resolution for change of name
                                                                          [•] Notice of change of name by means provided for in the articles
                                                                          [•] Notice of change of name by resolution of directors
                                                                          [•] Request to seek comments of government department or other specified body on change of name
                                                                          [•] Change of registered office address
                                                                          [•] Appointment of director
                                                                          [•] Appointment of corporate director
                                                                          [•] Appointment of secretary
                                                                          [•] Appointment of corporate secretary
                                                                          [•] Termination of appointment of director
                                                                          [•] Termination of appointment of secretary
                                                                          [•] Change of director's details
                                                                          [•] Change of corporate director's details
                                                                          [•] Change of secretary's details
                                                                          [•] Change of corporate secretary's details
                                                                          [•] Striking off application by a company
                                                                          [•] Withdrawal of striking off application by a company
                                                                          [•] Application to register a company
                                                                          [•] Particulars of a charge
                                                                          [•] Particulars of a charge subject to which property or undertaking has been acquired
                                                                          [•] Particulars for the registration of a charge to secure a series of debentures
                                                                          [•] Statement of satisfaction in full or in part of a charge
                                                                          [•] Statement that part or the whole of the property charged (a) has been released from the charge (b) no longer forms part of the company's property
                                                                          [•] Statement of a company acting as a trustee
                                                                          [•] Particulars of alteration of a charge (particulars of a negative pledge)
                                                                          [•] Particulars of a charge where there is no instrument
                                                                          [•] Particulars of a charge subject to which property or undertaking has been acquired where there is no instrument
                                                                          [•] Particulars for the registration of a charge in a series of debentures where there is no instrument
                                                                          [•] Notice of appointment of administrative receiver, receiver or manager
                                                                          [•] Notice of Ceasing to act as administrative receiver, receiver or manager
                                                                          [•] Particulars of a mortgage or charge
                                                                          [•] Particulars of a charge subject to which property has been acquired
                                                                          [•] Particulars for the registration of a charge to secure a series of debentures
                                                                          [•] Particulars of an issue of secured debentures in a series
                                                                          [•] Certificate of registration of a charge comprising property situated in another UK jurisdiction
                                                                          [•] Replacement of document not meeting requirements for proper delivery
                                                                          [•] Application for rectification by the Registrar
                                                                          [•] Application by a private company for re-registration as a public company
                                                                          [•] Application by a public company for re-registration as a private limited company
                                                                          [•] Notice by the company of application to the court for cancellation of resolution for re-registration
                                                                          [•] Notice by the applicants of application to the court for cancellation of resolution for re-registration
                                                                          [•] Application by a private limited company for re-registration as an unlimited company
                                                                          [•] Application by an unlimited company for re-registration as a private limited company
                                                                          [•] Application by a restricted scope company for re-registration as a non-restricted scope company
                                                                          [•] Application by a public company for re-registration as a private unlimited company
                                                                          [•] Application by a public company for re-registration as a private limited company following a court order reducing capital
                                                                          [•] Application by a public company for re-registration as a private company following a cancellation of shares
                                                                          [•] Application by a public company for re-registration as a private company following a reduction of capital due to redenomination
                                                                          [•] Application by a non-Global Market Company for continuance as a company formed or registered under the Companies Regulations
                                                                          [•] Application by a company for authorisation to seek continuance in another jurisdiction
                                                                          [•] Notice to creditors of application
                                                                          [•] Return of allotment of shares
                                                                          [•] Notice of consolidation, sub-division, redemption of shares or re conversion of stock into shares
                                                                          [•] Return of purchase of own shares
                                                                          [•] Notice of sale or transfer of treasury shares by a public limited company (PLC)
                                                                          [•] Notice of cancellation of treasury shares by a public limited company (PLC)
                                                                          [•] Notice of cancellation of shares
                                                                          [•] Notice of cancellation of shares held by or for a public company
                                                                          [•] Notice of name or other designation of class of shares
                                                                          [•] Return of allotment by an unlimited company allotting new class of shares
                                                                          [•] Notice of particulars of variation of rights attached to shares
                                                                          [•] Notice of new class of members
                                                                          [•] Notice of particulars of variation of class rights
                                                                          [•] Notice of name or other designation of class of members
                                                                          [•] Notice of redenomination
                                                                          [•] Notice of reduction of capital following redenomination
                                                                          [•] Notice by the applicants of application to court for cancellation of the special resolution approving a redemption or purchase of shares out of capital
                                                                          [•] Notice by the company of application to court for cancellation of the special resolution approving a redemption or purchase of shares out of capital
                                                                          [•] Statement of capital (Section 94)
                                                                          [•] Statement of capital (Section 587 & 592)
                                                                          [•] Application for trading certificate for a public company
                                                                          [•] Statement of guarantee by a parent undertaking of a subsidiary company

                  • Companies Regulations (Disclosure of Address) Rules 2015

                    Click herehere to view PDF

                  • Companies Regulations (Paper Form) Rules 2015

                    Click herehere to view PDF

                    • COMPANIES REGULATIONS (PAPER FORM) RULES 2015

                  • Companies Regulations (Electronic Filing) Rules 2015

                    Click herehere to view PDF

                  • Companies Regulations (Register of Auditors) Rules 2015

                    Click herehere to view PDF

                  • Companies Regulations — Registrar's General Rules and Powers: Guidelines (April 2015)

                    Click herehere to view PDF

                    • ADGM COMPANIES REGULATIONS—REGISTRAR'S GENERAL RULES AND POWERS: GUIDELINES (APRIL 2015)

    • Takeover Regulations (Takeover Code) Rules 2015

      Click herehere to view PDF

    • Takeover Regulations (Takeover Code) Rules 2015

      Date of Adoption: 4 October 2015

      The Panel, in exercise of the powers conferred by section 2 of the Takeover Regulations 2015, hereby makes the following rules —

      • 1. Citation and commencement

        (1) These Rules may be cited as the Takeover Regulations (Takeover Code) Rules 2015.
        (2) These Rules shall come into force on 4 October 2015.
        (3) Unless the context otherwise requires, a reference to a "Section" or "Sections" is a reference to a section of these Rules and a reference to a "Paragraph" or "Paragraphs" is a reference to a Paragraph of the Schedule, which shall be referred to in their entirety as the "Takeover Code" and, together with the Takeover Regulations 2015 (including any direction issued thereunder) and these Rules, the "Takeover Regime".

      • 2. Takeover Principles

        The Takeover Regime is based on a number of general principles which the Panel, in deciding how to exercise its powers, shall seek to give effect to. The principles, which are expressed in broad terms and are to be applied and interpreted in accordance with their spirit in order to achieve their underlying purpose, are —

        (1) all holders of the securities of an offeree company of the same class must be afforded equivalent treatment; moreover, if a person acquires control of a company, the other holders of securities must be protected,
        (2) the holders of the securities of an offeree company must have sufficient time and information to enable them to reach a properly informed decision on the takeover transaction; where it advises the holders of securities, the board of the offeree company must give its views on the effects of implementation of the takeover transaction on employment, conditions of employment and the locations of the company's places of business,
        (3) the board of an offeree company must act in the interests of the company as a whole and must not deny the holders of securities the opportunity to decide on the merits of the takeover transaction,
        (4) false markets must not be created in the securities of the offeree company, of the offeror company or of any other company concerned by the takeover transaction in such a way that the rise or fall of the prices of the securities becomes artificial and the normal functioning of the markets is distorted,
        (5) an offeror must announce a takeover transaction only after ensuring that he/she can fulfil in full any cash consideration, if such is offered, and after taking all reasonable measures to secure the implementation of any other type of consideration, and
        (6) an offeree company must not be hindered in the conduct of its affairs for longer than is reasonable by a takeover transaction for its securities.

      • 3. Dual Jurisdiction

        (1) Where a takeover transaction may be subject to the jurisdiction of the Panel and also subject to the jurisdiction of a regulator other than the Panel, the Panel shall be consulted as soon as practicable.
        (2) Where a takeover transaction is subject to dual jurisdiction, the Panel may exercise its powers under Sections 4 and 5 to address, among other matters —
        (a) any conflicts between the Takeover Regime and the rules of the overseas regulator,
        (b) how such conflicts may be resolved, and
        (c) which aspects of the offer are subject to these Rules.

      • 4. Enforcement by the Panel

        (1) In discharge of its obligations under section 1(2) of the Takeover Regulations 2015 the Panel may take appropriate remedial, compensatory or disciplinary action in the event of breaches of the Takeover Regime.
        (2) Complaints that the Takeover Regime has been breached must be made promptly, failing which the Panel may, at its discretion, decide not to consider the complaint. Where a person who has made a complaint to the Panel fails to comply with a deadline set by the Panel, the Panel may decide to disregard the complaint in question.
        (3) If the Panel is satisfied that—
        (a) there is a reasonable likelihood that a person will contravene a requirement imposed by or under the Takeover Regime, or
        (b) a person has contravened a requirement imposed by or under the Takeover Regime,
        the Panel may give any direction that appears to it to be necessary in order—
        (i) to restrain a person from acting (or continuing to act) in breach of the Takeover Regime,
        (ii) to restrain a person from doing (or continuing to do) a particular thing, pending determination of whether that or any other conduct of his is or would be a breach of the Takeover Regime, or
        (iii) otherwise to secure compliance with rules.
        (4) Where a person has breached the requirements of any of paragraphs 6, 9, 11, 13, 14, 15.1 or 34.3 of the Takeover Code, the Panel may make a ruling requiring the person concerned to pay, within such period as is specified, to the holders, or former holders, of securities of the offeree company such amount as it thinks just and reasonable so as to ensure that such holders receive what they would have been entitled to receive if the relevant paragraph had been complied with. In addition, the Panel may make a ruling requiring simple or compound interest to be paid at a rate and for a period (including in respect of any period prior to the date of the ruling and until payment) to be determined.
        (5) If the Panel finds a breach of the Takeover Regime, it may—
        (a) issue a private statement of censure,
        (b) issue a public statement of censure,
        (c) suspend or withdraw any exemption, approval or other special status which the Panel has granted to a person, or impose conditions on the continuing enjoyment of such exemption, approval or special status, in respect of all or part of the activities to which such exemption, approval or special status relates,
        (d) report the offender's conduct to any authority or professional body which the offender is regulated or authorised by so that that authority or body can consider whether to take disciplinary or enforcement action, or
        (e) publish a statement indicating that the offender is someone who, in the Panel's opinion, is not likely to comply with the Code. Such statements will normally indicate that this sanction will remain effective for only a specified period.

      • 5. Offer Document Rules

        For the purposes of section 18 of the Takeover Regulations 2015 —

        (a) the "offer document rules" are Paragraphs —
        (i) 23.2;
        (ii) 23.3(d)(ii);
        (iii) 23.3(d)(iii);
        (iv) 23.3(d)(iv);
        (v) 23.3(d)(v);
        (vi) 23.3(d)(xi);
        (vii) 23.3(d)(xiii);
        (viii) 23.3(d)(xiv);
        (ix) 23.3(f);
        (x) 23.4(a)(i) and (ii);
        (xi) 23.7 (first phrase); and
        (b) the "response document rules" are Paragraphs —
        (i) 24.1; and
        (ii) 25.2(a),

        and, in each case, paragraph 26 of the Takeover Code to the extent that it requires the inclusion of material changes to, or the updating of, the information in those parts of Paragraphs 23 or 24 of the Takeover Code, as the case may be, in relation to offer documents and offeree board circulars and the revised offer documents and subsequent offeree board circulars referred to in Paragraphs 31.1 and 31.6 respectively.

      • 6. Fees and Charges

        (1) The document charges set out in the Takeover Code shall be payable by the persons and in the circumstances set out in the Takeover Code.
        (2) Third parties shall pay such charges as the Panel may reasonably require for any goods (including copies of the Takeover Code) or services (including in relation to the granting, and maintenance, of exempt principal trader, exempt fund manager or recognised intermediary status as set out in the Definitions section of the Takeover Code) it provides. These charges shall be as published on the ADGM website.

      • The Schedule The Schedule Takeover Code

        • DEFINITIONS

          • Acting in concert

            This definition has particular relevance to mandatory offers.

            Persons acting in concert comprise persons who, pursuant to an agreement or understanding (whether formal or informal), co operate to obtain or consolidate control (as defined below) of a company or to frustrate the successful outcome of an offer for a company. A person and each of its affiliated persons will be deemed to be acting in concert all with each other (see Guidance Note 2 below).

            Without prejudice to the general application of this definition, the following persons will be presumed to be persons acting in concert with other persons in the same category unless the contrary is established:

            (1) a company, its parent, subsidiaries and fellow subsidiaries, and their associated companies, and companies of which such companies are associated companies, all with each other (for this purpose ownership or control of 20% or more of the equity share capital of a company is regarded as the test of associated company status);
            (2) a company with any of its directors (together with their close relatives and related trusts);
            (3) a company with any of its pension schemes and the pension schemes of any company covered in (1);
            (4) a fund manager (including an exempt fund manager) with any investment company, unit trust or other person whose investments such fund manager manages on a discretionary basis, in respect of the relevant investment accounts;
            (5) a connected adviser with its client and, if its client is acting in concert with a Bidder or with the Target, with that Bidder or with that Target respectively, in each case in respect of the interests in shares of that adviser and persons controlling#, controlled by or under the same control as that adviser (except in the capacity of an exempt fund manager or an exempt principal trader);
            (6) directors of a company which is subject to an offer or where the directors have reason to believe a bona fide offer for their company may be imminent. (See Note 5 on this definition.); and
            (7) (where the person in question is an individual) his spouse, parents, any person with whom he shares a parent or grandparent and any child or step-child of his who is less than 18 years old.

            #See Note at end of Definitions Section.

            • GUIDANCE NOTES ON ACTING IN CONCERT

              • 1. Break up of concert parties

                Where the Panel has ruled that a group of persons is acting in concert, it will be necessary for clear evidence to be presented to the Panel before it can be accepted that the position no longer remains.

              • 2. Affiliated persons

                For the purposes of this definition an "affiliated person" means any undertaking in respect of which any person:

                (a) has a majority of the shareholders' or members' voting rights;
                (b) is a shareholder or member and at the same time has the right to appoint or remove a majority of the members of its board of directors;
                (c) is a shareholder or member and alone controls a majority of the shareholders' or members' voting rights pursuant to an agreement entered into with other shareholders or members; or
                (d) has the power to exercise, or actually exercises, dominant influence or control.

                For these purposes, a person's rights as regards voting, appointment or removal shall include the rights of any other affiliated person and those of any person or entity acting in his own name but on behalf of that person or of any other affiliated person.

              • 3. Underwriting arrangements

                The relationship between an underwriter (or sub underwriter) of a cash alternative offer and a Bidder may be relevant for the purpose of this definition. Underwriting arrangements on arms' length commercial terms would not normally amount to an agreement or understanding within the meaning of acting in concert. The Panel recognises that such underwriting arrangements may involve special terms determined by the circumstances, such as weighting of commissions by reference to the outcome of the offer. However, in some cases, features of underwriting arrangements, for example the proportion of the ultimate total liability assumed by an underwriter, the commission structure or the degree of involvement of the underwriter with the Bidder in connection with the offer, may be such as to lead the Panel to conclude that a sufficient level of understanding has been created between the Bidder and the underwriter to amount to an agreement or understanding within the meaning of acting in concert. In cases of doubt, the Panel should be consulted.

              • 4. Other statutory or regulatory provisions

                This definition applies only in respect of the relevant provisions of the Takeover Rules . Any Panel view expressed in relation to "acting in concert" can only relate to the Takeover Rules and should not be taken as guidance on the interpretation of any other statutory or regulatory provisions.

              • 5. Standstill agreements

                Agreements between a company, or the directors of a company, and a person which restrict that person or the directors from either offering for, or accepting an offer for, the shares of the company or from increasing or reducing the number of shares in which he or they are interested, may be relevant for the purpose of this definition. However, the Panel will not normally consider the parties to the agreement to be acting in concert provided that the agreement does not restrict any of the parties from either:

                (a) accepting an offer for the company's shares at any stage; or
                (b) agreeing to accept any offer for the company's shares either before or after its announcement.

                The same approach will normally apply to an agreement to which the company's financial adviser or nominated adviser and/or its sponsor and/or underwriter, rather than the company itself (and/or its directors), is a party, for example, an agreement entered into at the time of an equity offering with a view to ensuring an orderly aftermarket in the company's shares.

                Where parties intend to enter into standstill agreements to which neither the company (and/or its directors) nor its financial adviser or nominated adviser, its sponsor or underwriter is a party (for example, an agreement between two shareholders), or in any other cases of doubt, the Panel should be consulted in advance.

              • 6. Consortium offers

                Investors in a consortium (eg through a vehicle company formed for the purpose of making an offer) will normally be treated as acting in concert with the Bidder. Where such an investor is part of a larger organisation, the Panel should be consulted to establish which other parts of the organisation will also be regarded as acting in concert.

                Where the investment in the consortium is, or is likely to be, 10% or less of the equity share capital (or other similar securities) of the Bidder, the Panel will normally be prepared to waive the acting in concert presumption in relation to other parts of the organisation, including any connected fund manager or principal trader, provided it is satisfied as to the independence of those other parts from the investor. Where the investment is, or is likely to be, more than 10% but less than 50%, the Panel may be prepared to waive the acting in concert presumption in relation to other parts of the organisation depending on the circumstances of the case. (See also Connected fund managers and principal traders in the Definitions Section and Paragraph 7.2.)

              • 7. Pension schemes

                The presumption that a company is acting in concert with any of its pension schemes will normally be rebutted if it can be demonstrated to the Panel's satisfaction that the assets of the pension scheme are managed under an agreement or arrangement with an independent third party which gives such third party absolute discretion regarding dealing, voting and offer acceptance decisions relating to any securities in which the pension scheme is interested.

                Where, however, the discretion given is not absolute, the presumption will be capable of being rebutted, provided that the pension scheme managers do not exercise any powers they have retained to intervene in such decisions.

              • 8. Sub contracted fund managers

                Where a fund manager sub contracts discretionary management of funds to another independent fund manager, the Panel will normally regard those funds as controlled by the latter if the discretion regarding dealing, voting and offer acceptance decisions relating to the funds, originally granted to the fund manager, has been transferred to the sub contracted fund manager and presumption (4) will apply to the sub contracted fund manager in respect of those funds. This approach assumes that the sub contracted fund manager does not take instructions from the beneficial owner or from the originally contracted manager on the dealings in question and that fund management arrangements are not established or used to avoid disclosure.

              • 9. Irrevocable commitments

                A person will not normally be treated as acting in concert with a Bidder or the Target by reason only of giving an irrevocable commitment. However, the Panel will consider the position of such a person in relation to the Bidder or the Target (as the case may be) in order to determine whether he is acting in concert if either:

                (a) the terms of the irrevocable commitment give the Bidder or the Target (as the case may be) either the right (whether conditional or absolute) to exercise or direct the exercise of the voting rights attaching to the shares or general control of them; or
                (b) the person acquires an interest in more shares.

                The Panel should be consulted before the acquisition of any interest in shares in such circumstances.

              • 10. Disclosure where presumption rebutted

                Where it is accepted by the Panel that a person who would normally be presumed to be acting in concert with either a Bidder or the Target should not in fact be considered in a particular case to be acting in concert with that party, the Panel may, where it considers it appropriate, require the person concerned to make private disclosures to the Panel (containing the details that would be required to be disclosed under Paragraph 8.4) of any dealings by it in any relevant securities of any party to the offer.

              • 11. Indemnity and other dealing arrangements

                (a) For the purpose of this Note, a dealing arrangement includes any indemnity or option arrangements, and any agreement or understanding, formal or informal, of whatever nature, relating to relevant securities which may be an inducement to deal or refrain from dealing.
                (b) If any person is party to a dealing arrangement of the kind referred to in Note 11(a) with any Bidder or any person acting in concert with any Bidder, whether in respect of relevant securities of that Bidder or the Target or any competing Bidder, such person will be treated (during an offer period) as acting in concert with that Bidder. If any person is party to a dealing arrangement of the kind referred to in Note 11(a) with a Target or any person acting in concert with a Target, such person will be treated (during an offer period) as acting in concert with the Target.

                Such dealing arrangements must be disclosed as required by Paragraph 2.4, Paragraph 2.7(c)(viii), Paragraph 8, Paragraph 24.13 and Paragraph 25.6.
                (c) Note 11(b) does not apply to irrevocable commitments or letters of intent, which are subject to Paragraph 2.7(c)(vi) and Paragraph 2.11.
                (d) See also Paragraph 4.4.

              • 12. Government-owned entities

                Entities will not be presumed to be acting in concert solely due to the fact that they are under the common ownership (whether directly or indirectly) of any government.

          • Bidder

            Bidder includes companies wherever incorporated and individuals wherever resident. Any reference to a Bidder includes a potential Bidder.

            In the case of a scheme of arrangement, a reference to a Bidder should normally be construed as a reference to the person who it is proposed will acquire shares of the Target under the scheme.

          • Business day

            A business day is a day on which any Recognised Investment Exchange operating in Abu Dhabi Global Market is open for business.

          • Cash acquisitions

            Acquisitions for cash include contracts or arrangements where the consideration consists of a debt instrument capable of being redeemed in less than 3 years.

          • Connected adviser

            Connected adviser normally includes only the following:

            (1) in relation to the Bidder or the Target:
            (a) an organisation which is advising that party in relation to the offer; and
            (b) a corporate broker to that party; and
            (2) in relation to a person who is acting in concert with the Bidder or the Target, an organisation which is advising that person either:
            (a) in relation to the offer; or
            (b) in relation to the matter which is the reason for that person being a member of the relevant concert party.

            Such references do not normally include a corporate broker which is unable to act in connection with the offer because of a conflict of interest.

          • Cash Bidder

            A Bidder (or potential Bidder) which has announced, or in respect of which the Target has announced, that its offer is, or is likely to be, solely in cash. A non convertible debt instrument will normally be treated as cash.

          • Connected fund managers and principal traders

            A fund manager or principal trader will normally be connected with a Bidder or the Target, as the case may be, if the fund manager or principal trader is controlled# by, controls or is under the same control as:

            (1) a Bidder or any person acting in concert with it (for example as a result of being an investor in a consortium (see also Note 6 on the definition of acting in concert));
            (2) the Target or any person acting in concert with the Target; or
            (3) any connected adviser to any person covered in (1) or (2).

          • Control

            Control means an interest, or interests, in shares carrying in aggregate 30% or more of the voting rights (as defined below) of a company, irrespective of whether such interest or interests give de facto control.

          • Dates, periods of time and time

            Unless otherwise stated in the Takeover Rules:

            (1) a reference to the date of an event is to the time of occurrence of the event on the day in question;
            (2) where a period of time is calculated from a stated event, the day on which that event occurs should be excluded from the calculation of the period (this is not relevant to the definition of an offer period); and
            (3) all references to time are to the time in Abu Dhabi.

          • Dealings

            A dealing includes the following:

            (a) the acquisition or disposal of securities, of the right (whether conditional or absolute) to exercise or direct the exercise of the voting rights attaching to securities, or of general control of securities;
            (b) the taking, granting, acquisition, disposal, entering into, closing out, termination, exercise (by either party) or variation of an option (including a traded option contract) in respect of any securities;
            (c) subscribing or agreeing to subscribe for securities;
            (d) the exercise or conversion, whether in respect of new or existing securities, of any securities carrying conversion or subscription rights;

            #See Note at end of Definitions Section.
            (e) the acquisition of, disposal of, entering into, closing out, exercise (by either party) of any rights under, or variation of, a derivative referenced, directly or indirectly, to securities;
            (f) entering into, terminating or varying the terms of any agreement to purchase or sell securities;
            (g) the redemption or purchase of, or taking or exercising an option over, any of its own relevant securities by the Target or a Bidder; and
            (h) any other action resulting, or which may result, in an increase or decrease in the number of securities in which a person is interested or in respect of which he has a short position.

            • GUIDANCE NOTES ON DEALINGS

              • 1. Indemnity and other dealing arrangements

                Dealing arrangements of the kind referred to in Guidance Note 11 on the definition of acting in concert in relation to relevant securities which are entered into during the offer period by any Bidder, the Target or a person acting in concert with any Bidder or the Target must be disclosed as required by Paragraph 2.7(c)(viii), Paragraph 8, Paragraph 23.13 and Paragraph 24.6.

              • 2. Securities borrowing and lending

                Securities borrowing and lending transactions are not regarded as dealings. However, under Paragraph 4.6, if a Bidder, the Target or any person acting in concert with a Bidder or the Target enters into, or takes action to unwind, a securities borrowing or lending transaction (including any financial collateral arrangement of the kind referred to in contemplated by Paragraph 4.6) in respect of relevant securities of a securities exchange Bidder or, with the Panel's consent, the Target, the transaction must be disclosed as if it were a dealing in relevant securities (see Paragraph 8).

          • Derivative

            Derivative includes any financial product whose value in whole or in part is determined directly or indirectly by reference to the price of an underlying security.

            • GUIDANCE NOTE ON DEFINITION OF DERIVATIVE

              The term "derivative" is intentionally widely defined to encompass all types of derivative transactions. However, it is not the intention of the Takeover Rules to restrict transactions in, or require disclosure of, derivatives which are not connected with an offer or potential offer. The Panel will not normally regard a derivative which is referenced to a basket or index of securities, including relevant securities, as connected with an offer or potential offer if at the time of dealing the relevant securities in the basket or index represent less than 1% of the class in issue and, in addition, less than 20% of the value of the securities in the basket or index. In the case of any doubt, the Panel should be consulted.

          • Directors

            Directors include persons in accordance with whose instructions the directors or a director are accustomed to act.

          • Electronic form

            A document, an announcement or any information will be sent in electronic form if it is:

            (1) sent by means of electronic equipment for the processing or storage of data; and
            (2) entirely transmitted and conveyed by wire, radio, optical or other electromagnetic means,

            provided that the sender reasonably considers that the form in which it is sent, and the means by which it is sent, will enable the recipient to read and retain a copy of it.

          • Employee representative

            An employee representative is:

            (a) a representative of an independent trade union, where that trade union has been recognised by the Bidder or the Target in respect of some or all of its employees; and
            (b) any other person who has been elected or appointed by employees to represent employees for the purposes of information and consultation.

          • Exempt fund manager

            An exempt fund manager is a person who manages investment accounts on a discretionary basis and is recognised by the Panel as an exempt fund manager for the purposes of the Takeover Rules (see Guidance Notes under Exempt principal trader).

          • Exempt principal trader

            An exempt principal trader is a principal trader who is recognised by the Panel as an exempt principal trader for the purposes of the Takeover Rules .

            • GUIDANCE NOTES ON EXEMPT FUND MANAGER AND EXEMPT PRINCIPAL TRADER

              1. Persons who manage investment accounts on a discretionary basis and principal traders must apply to the Panel in order to seek the relevant exempt status and will have to comply with any requirements imposed by the Panel as a condition of its granting such status.

          • Hard copy form

            A document, an announcement or any information will be sent in hard copy form if it is sent in a paper copy or similar form capable of being read.

          • Interests in securities

            This definition and its Guidance Notes apply equally to references to interests in shares and interests in relevant securities.

            A person who has long economic exposure, whether absolute or conditional, to changes in the price of securities will be treated as interested in those securities. A person who only has a short position in securities will not be treated as interested in those securities.

            #See Note at end of Definitions Section.

            In particular, a person will be treated as having an interest in securities if:

            (1) he owns them;
            (2) he has the right (whether conditional or absolute) to exercise or direct the exercise of the voting rights attaching to them or has general control of them;
            (3) by virtue of any agreement to purchase, option or derivative he:
            (a) has the right or option to acquire them or call for their delivery; or
            (b) is under an obligation to take delivery of them,
            whether the right, option or obligation is conditional or absolute and whether it is in the money or otherwise; or
            (4) he is party to any derivative:
            (a) whose value is determined by reference to their price; and
            (b) which results, or may result, in his having a long position in them; and
            (5) in the case of Paragraph 5 only, he has received an irrevocable commitment in respect of them.

            • GUIDANCE NOTES ON INTERESTS IN SECURITIES

              • 1. Gross interests

                The number of securities in which a person is treated as having an interest is normally the gross number, aggregating the number of securities falling under each of paragraphs (1) to (4) (and, for the purposes of Paragraph 5 only, also paragraph (5)) above. If an interest in securities falls within more than one paragraph, the person shall be treated as interested in the highest number determined under the relevant paragraphs. Short positions should not normally be deducted.

                However, if each of the following conditions is met, the Panel will normally allow offsetting positions to be netted off against each other:

                (a) the offsetting positions are in respect of the same class of relevant security;
                (b) the offsetting positions are in respect of the same investment product;
                (c) save for the number of securities in question, the terms of the offsetting positions are the same, eg as to strike price and, if appropriate, exercise period; and
                (d) the counterparty to the offsetting positions is the same in each case.

              • 2. Interests of two or more persons

                As a result of the way in which interests in securities are categorised, two or more persons may be treated as interested in the same securities. For example, where a shareholder grants a call option to another person, the shareholder will be interested in the shares the subject of the option as a result of paragraph (1) of the definition of interests in securities, and the option holder will be interested in those shares as a result of paragraph (3) of the definition.

              • 3. Number of securities concerned

                (a) Where the number of securities the subject of an agreement to purchase, option or derivative is not fixed, a person will normally be treated as interested in the maximum possible number of securities.
                (b) Where the value of any derivative is determined by reference to the price of a number of securities multiplied by a particular factor, a person will be treated as interested in the number of reference securities multiplied by the relevant factor.
                (c) Where a derivative is not referenced to any stated number (or maximum number) of securities, a person will normally be treated as interested in the gross number of securities to changes in the price of which he has, or may have, economic exposure.

              • 4. Securities borrowing and lending

                If a person has borrowed or lent securities, he will normally be treated as interested in any securities which he has lent but will not normally be treated as interested in any securities which he has borrowed. If a person has on lent securities which he has borrowed, he will not normally be treated as interested in those securities.

              • 5. New shares

                Where a person holds securities convertible into, or warrants or options in respect of, new shares, he will be treated as interested in those securities, warrants or options but will not be treated as interested in the new shares which may be issued upon conversion or exercise. However, the acquisition of new shares on conversion or exercise of any convertible securities, warrants or options will be treated as an acquisition of an interest in the new shares which are then issued.

              • 6. Proxies and corporate representatives

                A person will not be treated as having an interest in securities by reason only that he has been appointed as a proxy to vote at a specified general or class meeting of the company concerned, or has been authorised by a corporation to act as its representative at any general or class meeting or meetings.

              • 7. Security interests

                A bank taking security over shares or other securities in the normal course of its business will not normally be considered to be interested in those shares or securities.

              • 8. Other statutory or regulatory provisions

                This definition applies only in respect of the relevant provisions of the Takeover Rules . Any Panel view expressed in relation to interests in securities can only relate to the Takeover Rules and should not be taken as guidance on the interpretation of any other statutory or regulatory provisions.

              • 9. Acquisitions of interests in securities

                (a) References to a person acquiring an interest in securities include any transaction or dealing (including the variation of the terms of an option in respect of, or derivative referenced to, securities) which results in an increase in the number of securities (including, where relevant, securities which have been assented to an offer) in which the person is treated as interested.
                (b) A person will not be treated as acquiring an interest in securities which are the subject of an irrevocable commitment received by him as a result only of paragraph (3) of the definition of interests in securities.
                (c) The Panel should be consulted if a Bidder or any person acting in concert with it proposes to enter into a conditional share sale and purchase agreement or option in the context of the offer.

          • Irrevocable commitments and letters of intent

            Irrevocable commitments and letters of intent include irrevocable commitments and letters of intent:

            (a) to accept or not to accept (or to procure that any other person accept or not accept) an offer; or
            (b) to vote (or to procure that any other person vote) in favour of or against a resolution of a Bidder or the Target (or of its shareholders) in the context of an offer, including a resolution to approve or to give effect to a scheme of arrangement.

          • Offer

            Any reference to an offer includes any transaction subject to the Takeover Rules as referred to in section 3(b) of the Introduction.

            In the case of a scheme of arrangement, a reference to the Target should normally be construed as a reference to the company whose shares are proposed to be acquired under the scheme.

          • Offer period

            The Target companies that are in an offer period at any particular time, and any Bidders or publicly identified potential Bidders, are set out in the Disclosure Table on the ADGM website.

            An offer period will commence when the first announcement is made of an offer or possible offer for a company, or when certain other announcements are made, such as an announcement that a purchaser is being sought for an interest in shares carrying 30% or more of the voting rights of the company or that the board of the company is seeking potential Bidders.

            Subject to Guidance Note 2 below, an offer period will end when an announcement is made that an offer has become or has been declared unconditional as to acceptances, that a scheme of arrangement has become effective, that all announced offers have been withdrawn or have lapsed or following certain other announcements having been made (such as all publicly identified potential Bidders having made a statement to which Paragraph 2.8 applies).

            • GUIDANCE NOTES ON OFFER PERIOD

              • 1. Schemes of arrangement

                In the case of a scheme of arrangement, provisions of the Takeover Rules that apply during the course of the offer, or before the offer closes for acceptance, will apply until it is announced that the scheme has become effective or that it has lapsed or been withdrawn.

              • 2. First closing date

                Where an offer is unconditional from the outset, or becomes or is declared unconditional as to acceptances prior to the first closing date, the offer period will nevertheless continue until the first closing date.

          • Official List

            The list maintained by the Financial Services Regulator under section 60 of the Financial Services and Markets Regulations 2015.

          • Ordinary course profit forecast

            A profit forecast published by the Target or a securities exchange Bidder in accordance with its established practice and as part of the ordinary course of its communications with its shareholders and the market.

          • Parties to the offer

            The Target and any Bidder or competing Bidder whose identity has been publicly announced (including, in each case, any potential Target, Bidder or competing Bidder).

          • Pension scheme

            A funded scheme sponsored by a company, or any of its subsidiaries, which provides pension benefits, some or all of which are on a defined benefit basis, and which has trustees or managers.

          • Person with information rights

            A person in respect of whom a nomination pursuant to the provisions of the Companies Regulations 2015 has been made (and has not been suspended, revoked or ceased to have effect) by a registered shareholder in a Target which has its registered office in Abu Dhabi Global Market for that person to receive a copy of all communications that the Target sends to its shareholders generally or to any class of its shareholders that includes the registered shareholder making the nomination.

          • Post offer intention statement

            A statement made by a party to an offer in any document, announcement or other information published by it in relation to the offer relating to any particular course of action that the party intends to take, or not take, after the end of the offer period, other than a post offer undertaking.

          • Post offer undertaking

            A statement made by a party to an offer in any document, announcement or other information published by it in relation to the offer relating to any particular course of action that the party commits to take, or not take, after the end of the offer period and which is described by that party as a post offer undertaking.

            • GUIDANCE NOTE ON POST OFFER UNDERTAKING

              A commitment relating to action to be taken, or not taken, after the end of the offer period made directly to, and enforceable by, one or more identified parties (whether by name or as a member of an identified class of persons), including an undertaking given to a government or governmental agency in order to obtain an official authorisation or regulatory clearance, will not be regarded as a post offer undertaking.

          • Principal trader

            A principal trader is a person who:

            (1) is registered as a market maker with a recognised investment exchange, or is accepted by the Panel as a market maker; or
            (2) is a member firm of a recognised investment exchange dealing as principal in order book securities.

          • Profit estimate

            A profit forecast for a financial period which has expired and for which audited results have not yet been published.

          • Profit forecast

            A form of words which expressly states or by implication indicates a figure or a minimum or maximum figure for the likely level of profits or losses for the current financial period and/or financial periods subsequent to that period, or contains data from which a calculation of such a figure for future profits or losses may be made, even if no particular figure is mentioned and the word "profit" is not used.

          • Quantified financial benefits statement

            A quantified financial benefits statement is either:

            (a) a statement by a securities exchange Bidder or the Target quantifying any financial benefits expected to accrue to the enlarged group if the offer is successful; or
            (b) a statement by the Target quantifying any financial benefits expected to accrue to the Target from cost saving or other measures and/or a transaction proposed to be implemented by the Target if the offer is withdrawn or lapses.

          • Recognised intermediary

            A recognised intermediary is that part of the operations of a bank or securities house which is accepted by the Panel as a recognised intermediary for the purposes of the Takeover Rules .

            • GUIDANCE NOTES ON RECOGNISED INTERMEDIARY

              1. If any part of the trading operations of a bank or securities house wishes to be accepted by the Panel as a recognised intermediary, it must apply to the Panel to be granted such status and it will have to comply with any requirements imposed by the Panel as a condition of its granting such status.
              2. Recognised intermediary status is relevant only for the purposes of the Panel's approach to Paragraph 9.1, on Paragraph 7.2, Paragraph 8.3(e) and Paragraph 8.8(b), in each case to the extent only that the recognised intermediary is acting in a client serving capacity. As a result, subject to Guidance Note 3 below and to the extent only that it is acting in a client serving capacity: (i) a recognised intermediary will not be treated, for the purposes of Paragraph 9.1, as interested in (or as having acquired an interest in) any securities by virtue only of paragraph (3) or paragraph (4) of the definition of interests in securities; (ii) any dealings by it in relevant securities during an offer period will not be required to be publicly disclosed under Paragraphs 8.3(a) to (d); and (iii) dealing disclosures required to be made by it under Paragraph 8.5(c) will need to include the details specified in Paragraph 8.8(b), rather than those specified in Paragraph 8.8(a).
              3. Where a recognised intermediary is, or forms part of, a principal trader connected either with a Bidder or potential Bidder or with the Target, the recognised intermediary will not benefit from the dispensations afforded under Paragraph 9.1 and Paragraph 7.2 after the time at which the principal trader is presumed to be acting in concert with either the Bidder or potential Bidder or with the directors of the Target (as the case may be) in accordance with Paragraph 7.2(a) and Paragraph 7.2(b) respectively. However, in accordance with Paragraph 7.2(c), where a recognised intermediary is, or forms part of, an exempt principal trader which is connected with either a Bidder or potential Bidder or with the Target for the sole reason that it is controlled# by, controls or is under the same control as a connected adviser to that party, the recognised intermediary will not be presumed to be acting in concert with that party and will therefore continue to benefit from the dispensations afforded under Paragraph 9.1 and Paragraph 7.2.

              #See Note at end of Definitions Section.

              Where a recognised intermediary is, or forms part of, a person acting in concert with the Target, it will not benefit from the exception from disclosure afforded by Paragraph 8.3(e) after the commencement of the offer period. Where a recognised intermediary is acting in concert with a Bidder or potential Bidder, it will not benefit from the exception from disclosure afforded by Paragraph 8.3(e) after the identity of the Bidder or potential Bidder with which it is acting in concert is publicly announced. After such time, disclosures should be made under Paragraph 8.4 or, if the recognised intermediary is, or forms part of, an exempt principal trader whose exempt status has not fallen away, Paragraph 8.5.

              For the avoidance of doubt, where a recognised intermediary is, or forms part of, an exempt principal trader, its recognised intermediary status will fall away only if its exempt status falls away.
              4. Any dealings by a recognised intermediary which is not acting in a client serving capacity will not benefit from the dispensations afforded under Paragraph 9.1, Paragraph 7.2, Paragraph 8.3(e) and Paragraph 8.8(b) with the result that all such dealings by it will be subject to the provisions of the Takeover Rules as if those dispensations did not apply.
              5. Any dealings carried out by a recognised intermediary for the purpose of avoiding the usual application of the Takeover Rules to such dealings will constitute a serious breach of the Takeover Rules . If the Panel determines that a recognised intermediary has carried out such dealings, it will be prepared to rule, inter alia, that recognised intermediary status should be withdrawn for such period of time as the Panel may consider appropriate in the circumstances.

          • Recognised investment exchange

            Recognised investment exchange has the same meaning given to that term in the Financial Services and Markets Regulations 2015.

          • Relevant securities

            Relevant securities include:

            (a) securities of the Target which are being offered for or which carry voting rights;
            (b) equity share capital of the Target and a Bidder;
            (c) securities of a Bidder which carry substantially the same rights as any to be issued as consideration for the offer; and
            (d) securities of the Target and a Bidder carrying conversion or subscription rights into any of the foregoing.

          • Reverse takeover

            A transaction will be a reverse takeover if a Bidder might as a result need to increase its existing issued voting equity share capital by more than 100%.

            • GUIDANCE NOTE ON REVERSE TAKEOVER

              The definition is of relevance only in circumstances where the Bidder is a company that falls within section 3(a)(i) or (ii) of the Introduction.

          • Scheme of arrangement or scheme

            A transaction effected by means of a scheme of arrangement under the Companies Regulations 2015.

          • Securities exchange offer

            Securities exchange offer means an offer in which the consideration includes securities of the Bidder, other than loan stock or loan notes (unless such stock or notes carry substantially the same rights as any other securities of the Bidder in issue or conversion or subscription rights into any such securities or into equity share capital of the Bidder).

          • Securities exchange Bidder

            A Bidder (or potential Bidder) other than a cash Bidder.

          • Shares or securities

            (1) Except as set out below or as the context otherwise requires, references to shares, including when used in other expressions such as shareholders (but excluding equity share capital), include securities, and vice versa.
            (2) In paragraph 3(a)(iii) and in the second paragraph of section 3(b) of the Introduction, the securities referred to are only transferable securities carrying voting rights.
            (3) In paragraphs 3(a)(i) and (ii) and in the first paragraph of section 3(b) of the Introduction, the shares/securities referred to are only those shares/securities comprised in the company's equity share capital (whether voting or non voting) and other transferable securities carrying voting rights.

          • Target

            Any reference to a Target includes a potential Target.

          • Treasury shares

            All percentages of voting rights, share capital and relevant securities are to be calculated by reference to the relevant percentage held and in issue outside treasury. A transfer or sale of shares by a company from treasury will normally be treated in the same way as an issue of new shares.

          • Voting rights

            Except for the purpose of Paragraph 11, voting rights means all the voting rights attributable to the capital of a company which are currently exercisable at a general meeting.

          • Website notification

            A website notification is a document sent in either hard copy form or electronic form to a person to whom a document, an announcement or any information is required to be sent, giving such person notice of the publication of the document, announcement or information on a website and providing details of the relevant website.

            • GUIDANCE NOTE ON WEBSITE NOTIFICATION

              A website notification must be prepared with the highest standards of care and accuracy in accordance with Paragraph 18.1 and must contain a directors' responsibility statement in accordance with Paragraph 18.2. A website notification must contain a summary of the provisions of Paragraph 8 (see the ADGM website and must also comply with the other relevant requirements of the Takeover Rules in relation to the publication of documents, announcements and information.

              The information in a website notification must be confined to non controversial information about an offer and should not be used for argument or invective. A website notification should not include a recommendation to take or not to take any action in relation to, or contain any view on the merits of, an offer except for a factual statement as to whether or not the offer is proceeding with the recommendation of the Target board. A party to an offer should not include anything other than acceptance forms, withdrawal forms, proxy cards and other forms connected with an offer in the same envelope as a website notification without the consent of the Panel.

              In addition, a website notification must include the following information in relation to the document, announcement or information to which it relates:

              (a) details of the website on which the document, announcement or information is published;
              (b) a statement setting out the right of persons to whom the document, announcement or information is sent to receive a copy of the document, announcement or information (and any information incorporated into it by reference to another source) in hard copy form and drawing attention to the fact that such persons will not receive a hard copy unless they so request;
              (c) details of how a hard copy may be obtained (including an address in the Abu Dhabi Global Market and a telephone number to which requests for hard copies may be made); and
              (d) a statement that the website notification is not a summary of the document, announcement or other information to which it relates and should not be regarded as a substitute for reading the document, announcement or information in full.

          • GUIDANCE NOTE ON DEFINITIONS

            The normal test for whether a person is controlled by, controls or is under the same control as another person will be by reference to the definition of control. There may be other circumstances which the Panel will regard as giving rise to such a relationship (eg where a majority of the equity share capital is owned by another person who does not have a majority of the voting rights); in cases of doubt, the Panel should be consulted.

      • THE APPROACH, ANNOUNCEMENTS AND INDEPENDENT ADVICE

        • PARAGRAPH 1 PARAGRAPH 1 THE APPROACH

          (a) A Bidder (or its advisers) must notify a firm intention to make an offer in the first instance to the board of the Target (or its advisers).
          (b) If the offer, or an approach with regard to a possible offer, is not made by the Bidder or potential Bidder, the identity of that person must be disclosed to the board of the Target at the outset.

          • Guidance Notes to Paragraph 1

            On receiving a request from the board of the Target, a Bidder provide information reasonably required to verify that the Bidder is, or will be, in a position to implement the offer in full.

        • PARAGRAPH 2 PARAGRAPH 2 SECRECY BEFORE ANNOUNCEMENTS; THE TIMING AND CONTENTS OF ANNOUNCEMENTS

          • 2.1 SECRECY

            (a) Prior to the announcement of an offer or possible offer, all persons privy to confidential information, and particularly price sensitive information, concerning the offer or possible offer must treat that information as secret and may only pass it to another person if it is necessary to do so and if that person is made aware of the need for secrecy. All such persons must conduct themselves so as to minimise the chances of any leak of information.
            (b) Financial advisers must at the very beginning of discussions warn clients of the importance of secrecy and security. Attention should be drawn to the Takeover Rules , in particular to this Paragraph 2.1 and to restrictions on dealings.

          • 2.2 2.2 WHEN AN ANNOUNCEMENT IS REQUIRED

            An announcement is required:

            (a) when a firm intention to make an offer is notified to the board of the Target by or on behalf of a Bidder, irrespective of the attitude of the board to the offer;
            (b) immediately upon an acquisition of any interest in shares which gives rise to an obligation to make an offer under Paragraph 9.1. The announcement that an obligation has been incurred should not be delayed while full information is being obtained; additional information can be the subject of a later supplementary announcement;
            (c) when, following an approach by or on behalf of a potential Bidder to the board of the Target, the Target is the subject of rumour and speculation or there is an untoward movement in its share price;
            (d) when, after a potential Bidder first actively considers an offer but before an approach has been made to the board of the Target, the Target is the subject of rumour and speculation or there is an untoward movement in its share price and there are reasonable grounds for concluding that it is the potential Bidder's actions (whether through inadequate security or otherwise) which have led to the situation;
            (e) when negotiations or discussions relating to a possible offer are about to be extended to include more than a very restricted number of people (outside those who need to know in the parties concerned and their immediate advisers); or
            (f) when a purchaser is being sought for an interest, or interests, in shares carrying in aggregate 30% or more of the voting rights of a company or when the board of a company is seeking one or more potential Bidders, and:
            (i) the company is the subject of rumour and speculation or there is an untoward movement in its share price; or
            (ii) the number of potential purchasers or Bidders approached is about to be increased to include more than a very restricted number of people.

            • Guidance Notes to Paragraph 2.2

              Whether or not a movement in the share price of a potential Target is untoward for the purposes of Paragraph 2.2(c), (d) and (f)(i) is a matter for the Panel to determine. The question will be considered in the light of all relevant facts and not solely by reference to the absolute percentage movement in the price. Facts which may be considered to be relevant in determining whether a price movement is untoward these purposes include general market and sector movements, publicly available information relating to the company, trading activity in the company's securities and the time period over which the price movement has occurred. This list is purely illustrative and the Panel will take account of such other factors as it considers appropriate.

          • 2.3 RESPONSIBILITIES OF BIDDERS AND THE TARGET

            (a) Before a potential Bidder approaches the board of the Target, the potential Bidder is responsible for making any announcement required under Paragraph 2.2.
            (b) When an obligation to make a mandatory offer under Paragraph 9.1 is incurred, the Bidder is responsible for making the announcement required under Paragraph 2.2(b). See also Paragraph 7.1.
            (c) Following an approach to the board of the Target, the Target is responsible for making any announcement required under Paragraph 2.2, except for an announcement required under Paragraph 2.2(b) or, where a purchaser is being sought for an interest in shares carrying 30% or more of the voting rights of a company without the involvement of the board of the Target, Paragraph 2.2(f) (in which case responsibility will rest with the potential seller of the interest).
            (d) A potential Bidder must not attempt to prevent the board of a Target from making an announcement relating to a possible offer, or publicly identifying the potential Bidder, at any time the board considers appropriate.

          • 2.4 THE ANNOUNCEMENT OF A POSSIBLE OFFER

            (a) An announcement by the Target which commences an offer period must identify any potential Bidder with which the Target is in talks or from which an approach has been received (and not unequivocally rejected).
            (b) Any subsequent announcement by the Target which refers to the existence of a new potential Bidder must identify that potential Bidder, except where the announcement is made after a Bidder has announced a firm intention to make an offer for the Target (see Paragraph 2.6(e)).
            (c) Any announcement which commences an offer period and any subsequent announcement which first identifies a potential Bidder must:
            (i) specify the date on which any deadline thereby set in accordance with Paragraph 2.6(a) will expire; and
            (ii) include a summary of the provisions of Paragraph 8.

          • 2.5 TERMS AND PRE CONDITIONS IN POSSIBLE OFFER ANNOUNCEMENTS

            (a) The Panel must be consulted in advance if, prior to the announcement of a firm intention to make an offer, any person proposes to make a statement in relation to the terms on which an offer might be made for the Target. If a potential Bidder (or its directors, officials or advisers) makes such a statement and it is not withdrawn immediately if incorrect, the potential Bidder will be bound by the statement if an offer for the Target is subsequently made, except where it specifically reserved the right not to be so bound in certain circumstances at the time the statement was made and those circumstances subsequently arise or in wholly exceptional circumstances. In particular:
            (i) where the statement concerned relates to the price of a possible offer (or a particular exchange ratio in the case of a possible securities exchange offer), any offer made by the potential Bidder for the Target will be required to be made on the same or better terms. Where all or part of the consideration is expressed in terms of a monetary value, the offer or that element of the offer must be made at the same or a higher monetary value. Where all or part of the consideration has been expressed in terms of a securities exchange ratio, the offer or that element of the offer must be made on the same (or an improved) securities exchange ratio; and
            (ii) where the statement concerned includes reference to the fact that the terms of the possible offer "will not be increased" or are "final" or uses a similar expression, the potential Bidder will not be allowed subsequently to make an offer on better terms.
            (b) The consequences of a statement to which Paragraph 2.5(a) applies will normally apply also to any person acting in concert with the potential Bidder and to any person who is subsequently acting in concert with the potential Bidder or such person.
            (c) The Panel must be consulted in advance if, prior to announcing a firm intention to make an offer, a potential Bidder proposes to announce any pre conditions to the making of an offer. Any such pre conditional possible offer announcement must:
            (i) clearly state whether or not the pre conditions must be satisfied before an offer can be made or whether they are waivable; and
            (ii) include a prominent warning to the effect that the announcement does not amount to a firm intention to make an offer and that, accordingly, there can be no certainty that any offer will be made even if the pre conditions are satisfied or waived.

          • 2.6 TIMING FOLLOWING A POSSIBLE OFFER ANNOUNCEMENT

            (a) Subject to Paragraph 2.6(b), by not later than 5.00 pm on the 28th day following the date of the announcement in which it is first identified, or by not later than any extended deadline, a potential Bidder must either:
            (i) announce a firm intention to make an offer in accordance with Paragraph 2.7; or
            (ii) announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Paragraph 2.8 applies,
            unless the Panel has consented to an extension of the deadline.
            (b) Paragraph 2.6(a) will not apply, or will cease to apply, to a potential Bidder if another Bidder has already announced, or subsequently announces (prior to the relevant deadline), a firm intention to make an offer for the Target. In such circumstances, the potential Bidder will be required to clarify its intentions in accordance with Paragraph 2.6(d) below.
            (c) The Panel will normally consent to an extension of a deadline set in accordance with Paragraph 2.6(a), or any previously extended deadline, at the request of the board of the Target and after taking into account all relevant factors, including:
            (i) the status of negotiations between the Target and the potential Bidder; and
            (ii) the anticipated timetable for their completion.
            Where the Panel consents to an extension of a deadline, the Target must promptly make an announcement setting out the new deadline and commenting on the matters referred to in paragraphs (i) and (ii) above.
            (d) When a Bidder has announced a firm intention to make an offer and it has been announced that a publicly identified potential Bidder might make a competing offer (whether that announcement was made prior to or following the announcement of the first offer), the potential Bidder must, by 5.00 pm on the 53rd day following the publication of the first Bidder's initial offer document, either:
            (i) announce a firm intention to make an offer in accordance with Paragraph 2.7; or
            (ii) announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Paragraph 2.8 applies.
            (See Paragraph 38.4) where the first Bidder is proceeding by means of a scheme of arrangement.)
            (e) When a Bidder has announced a firm intention to make an offer and the Target subsequently refers to the existence of a potential competing Bidder which has not been identified, the potential competing Bidder so referred to must, by 5.00 pm on the 53rd day following the publication of the first Bidder's initial offer document, either:
            (i) announce a firm intention to make an offer in accordance with Paragraph 2.7; or
            (ii) confirm to the Target that it does not intend to make an offer, in which case the Target must promptly announce that fact and the potential competing Bidder will be treated as if it had then made a statement to which Paragraph 2.8 applies.
            (See Paragraph 38.4 where the first Bidder is proceeding by means of a scheme of arrangement.)

          • 2.7 THE ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER

            (a) A Bidder should announce a firm intention to make an offer only after the most careful and responsible consideration and when the Bidder has every reason to believe that it can and will continue to be able to implement the offer. Responsibility in this connection also rests on the financial adviser to the Bidder.
            (b) Following an announcement of a firm intention to make an offer, the Bidder must proceed to make the offer unless, in accordance with the provisions of Paragraph 13, it is permitted to invoke a pre condition to the making of the offer or would be permitted to invoke a condition to the offer if the offer were made. However, with the consent of the Panel, a Bidder need not make the offer if a competing Bidder subsequently announces a firm intention to make a higher offer.
            (c) When a firm intention to make an offer is announced, the announcement must state:
            (i) the terms of the offer;
            (ii) the identity of the Bidder;
            (iii) all conditions or pre conditions to which the offer or the making of an offer is subject;
            (iv) details of any agreements or arrangements to which the Bidder is party which relate to the circumstances in which it may or may not invoke or seek to invoke a pre condition or a condition to its offer and the consequences of its doing so, including details of any break fees payable as a result;
            (v) details of any relevant securities of the Target in which the Bidder or any person acting in concert with it has an interest or in respect of which it has a right to subscribe, in each case specifying the nature of the interests or rights concerned. Similar details of any short positions (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell, any delivery obligation or right to require another person to purchase or take delivery, must also be stated;
            (vi) details of any irrevocable commitment or letter of intent procured by the Bidder or any person acting in concert with it);
            (vii) details of any relevant securities of the Target which the Bidder or any person acting in concert with it has borrowed or lent, save for any borrowed relevant securities which have been either on lent or sold and details of any financial collateral arrangements which the Bidder or any person acting in concert with it has entered into;
            (viii) details of any dealing arrangement of the kind referred to in Note 11 on the definition of acting in concert to which the Bidder or any person acting in concert with it is a party;
            (ix) a summary of the provisions of Paragraph 8 (see the ADGM website);
            (x) a summary of any offer related arrangement or other agreement, arrangement or commitment permitted under, or excluded from, Paragraph 21.2; and
            (xi) a list of the documents published on a website in accordance with Paragraph 26.2 and the address of the website on which the documents are published.
            (d) Where the offer is for cash, or includes an element of cash, the announcement must include confirmation by the financial adviser or by another appropriate third party that resources are available to the Bidder sufficient to satisfy full acceptance of the offer. (The party confirming that resources are available will not be expected to produce the cash itself if, in giving the confirmation, it acted responsibly and took all reasonable steps to assure itself that the cash was available.)

          • 2.8 STATEMENTS OF INTENTION NOT TO MAKE AN OFFER

            A person making a statement that he does not intend to make an offer for a company should make the statement as clear and unambiguous as possible. Except with the consent of the Panel, neither the person making the statement, nor any person who acted in concert with that person, nor any person who is subsequently acting in concert with either of them, may within six months from the date of the statement:

            (a) announce an offer or possible offer for the Target (including a partial offer which would result in the Bidder and persons acting in concert with it being interested in shares carrying 30% or more of the voting rights of the Target);
            (b) acquire any interest in shares of the Target if any such person would thereby become obliged under Paragraph 9 to make an offer;
            (c) acquire any interest in, or procure an irrevocable commitment in respect of, shares of the Target if the shares in which such person, together with any persons acting in concert with him, would be interested and the shares in respect of which he, or they, had acquired irrevocable commitments would in aggregate carry 30% or more of the voting rights of the Target;
            (d) make any statement which raises or confirms the possibility that an offer might be made for the Target; or
            (e) take any steps in connection with a possible offer for the Target where knowledge of the possible offer might be extended outside those who need to know in the potential Bidder and its immediate advisers.

            Failure to comply with this Paragraph may lead to the period of six months referred to above being extended.

          • 2.9 ANNOUNCEMENT OF AN OFFER OR POSSIBLE OFFER TO BE PUBLISHED VIA THE ADGM WEBSITE

            (a) When an offer or possible offer is announced, the announcement must be published in typed format and sent to the Panel for publication on the ADGM website by fax or electronic delivery.
            (b) If the announcement is published outside the Panel's normal business hours, it must be submitted as required, for release as soon as possible.
            (c) The requirements under (a) and (b) above are in addition to any other announcement obligation to which the Bidder may be subject.

          • 2.10 ANNOUNCEMENT OF NUMBERS OF RELEVANT SECURITIES IN ISSUE

            When an offer period begins, the Target must announce, as soon as possible and in any case by 7.15 am on the next business day, details of all classes of relevant securities issued by the company, together with the numbers of such securities in issue. A Bidder or publicly identified potential Bidder must also announce the same details relating to its relevant securities as soon as possible and in any case by 7.15 am on the business day following any announcement identifying it as a Bidder or potential Bidder, unless it has stated that its offer is likely to be solely in cash.

            Any such announcement should include, where relevant, the International Securities Identification Number ("ISIN") for each relevant security.

            If the information included in an announcement made under this Paragraph changes during the offer period, a revised announcement must be made as soon as possible.

          • 2.11 IRREVOCABLE COMMITMENTS AND LETTERS OF INTENT

            (a) During an offer period, if any party to the offer or any person acting in concert with it procures an irrevocable commitment or a letter of intent, the relevant party to the offer must publicly disclose the details in accordance with Guidance Notes issued under this Paragraph 2.11 by no later than 12 noon on the following business day.
            (b) If any party to an offer or any person acting in concert with it has procured an irrevocable commitment or a letter of intent prior to the commencement of the offer period, it must publicly disclose the details in accordance with Guidance Notes issued under this Paragraph 2.11 by no later than 12 noon on the business day following either the commencement of the offer period or (in the case of a Bidder) the date of the announcement that first identifies the Bidder as such (as appropriate).
            (c) If a person who has given an irrevocable commitment or a letter of intent either becomes aware that he will not be able to comply with the terms of that commitment or letter or no longer intends to do so, that person must:
            (i) promptly announce an update of the position together with all relevant details; or
            (ii) promptly notify the relevant party to the offer and the Panel of the up to date position. Upon receipt of such a notification, the relevant party to the offer must promptly make an appropriate announcement of the information notified to it together with all relevant details.
            (d) See also Guidance Note 9 on the definition of acting in concert.

        • PARAGRAPH 3 PARAGRAPH 3 INDEPENDENT ADVICE

          • 3.1 BOARD OF THE TARGET

            The board of the Target must obtain competent independent advice as to whether the financial terms of any offer (including any alternative offers) are fair and reasonable and the substance of such advice must be made known to its shareholders.

          • 3.2 BOARD OF AN BIDDER COMPANY

            The board of a Bidder must obtain competent independent advice on any offer when the offer being made is a reverse takeover or when the directors are faced with a conflict of interest. The substance of such advice must be made known to its shareholders.

          • Guidance Notes to Paragraph 3

            If the independent adviser is unable to advise the board of the Target whether the financial terms of an offer (or any alternative offers) are, or are not, fair and reasonable, this must be made known to Target shareholders and an explanation given in the Target board circular. The Panel should be consulted in advance about the explanation which is to be given.

            Directors of a Bidder and the Target must, in advising their shareholders, act only in their capacity as Directors and not have regard to their personal or family shareholdings or to their personal relationships with the Bidder or Target. Directors of the Target must give careful consideration before they enter into any commitment with a Bidder (or anyone else) which would restrict their freedom to advise their shareholders in the future.

            In certain circumstances it may not be appropriate for a Person who has had a recent advisory relationship with a Bidder to give advice to a Target. Additionally, the Panel would consider a Person who has a significant interest in or financial connection with either a Bidder or the Target of such a kind as to create a conflict of interest. The requirement for competent independent advice is of particular importance where the offer is a management buyout or similar transaction or is being made by the existing controlling shareholder or group of shareholders. In any such cases, the independence of the adviser must be beyond question.

            The Panel should be consulted if there is any potential of a contravention of Paragraph 3. The Panel may waive or modify the application of Paragraph 3 if it is satisfied that it is appropriate to do so in the circumstances.

            Where required to do so, a Bidder should obtain independent advice before announcing its offer or any revised offer. Such advice should be as to whether or not the making of the offer is in the interests of the Bidder's shareholders. Shareholders should have sufficient time to consider advice given to them prior to any general meeting held to implement the proposed offer.

            In obtaining advice as to how an offer affects all shareholders, consideration should specifically be given by the Target board to the effect on minority shareholders or classes of shareholders, where applicable. It is expected that the substance of any such advice will be summarised in the Target circular.

        • PARAGRAPH 4 PARAGRAPH 4 RESTRICTIONS ON DEALINGS

          NB Notwithstanding the provisions of Paragraph 4, a person may be precluded from dealing or procuring others to deal by virtue of restrictions contained in the Financial Services and Markets Regulations 2015 regarding market abuse. Where the Panel becomes aware of instances to which such restrictions may be relevant, it will inform the financial services regulator of Abu Dhabi Global Market.

          4.1 PROHIBITED DEALINGS BY PERSONS OTHER THAN THE BIDDER

          (a) No dealings of any kind in securities of the Target by any person, not being the Bidder, who is privy to confidential price sensitive information concerning an offer or contemplated offer may take place between the time when there is reason to suppose that an approach or an offer is contemplated and the announcement of the approach or offer or of the termination of the discussions.

          (b) No person who is privy to such information may make any recommendation to any other person as to dealing in the relevant securities.

          (c) No such dealings may take place in securities of the Bidder except where the proposed offer is not price sensitive in relation to such securities.

          4.2 RESTRICTION ON DEALINGS BY THE BIDDER AND CONCERT PARTIES

          (a) During an offer period, the Bidder and persons acting in concert with it must not sell any securities in the Target except with the prior consent of the Panel and following 24 hours public notice that such sales might be made. The Panel will not give consent for sales where a mandatory offer under Paragraph 9 is being made. Sales below the value of the offer will not be permitted. After there has been an announcement that sales may be made, neither the Bidder nor persons acting in concert with it may acquire an interest in any securities of the Target and only in exceptional circumstances will the Panel permit the offer to be revised. The Panel should be consulted whenever the Bidder or a person acting in concert with it proposes to enter into or close out any type of transaction which may result in securities in the Target being sold during the offer period either by that party or by the counterparty to the transaction.

          (b) During an offer period, the Bidder and persons acting in concert with it must not acquire an interest in any securities of the Target through any anonymous order book system, or through any other means, unless, in either case, it can be established that the seller, or other party to the transaction in question, is not an exempt principal trader connected with the Bidder.

          In the case of dealings through an inter dealer broker or other similar intermediary, “seller” includes the person who has transferred the securities to the intermediary as well as the intermediary itself. (See also Paragraph 38.2)

          4.3 GATHERING OF IRREVOCABLE COMMITMENTS

          Any person proposing to contact a private individual or small corporate shareholder with a view to seeking an irrevocable commitment must consult the Panel in advance.

          4.4 DEALINGS IN TARGET SECURITIES BY CERTAIN TARGET CONCERT PARTIES

          During the offer period, except for exempt principal traders and exempt fund managers, no financial adviser or corporate broker (or any person controlling, controlled by or under the same control# as any such adviser or corporate broker) to a Target (or any of its parents, subsidiaries or fellow subsidiaries, or their associated companies or companies of which such companies are associated companies) shall, except with the consent of the Panel:

          (i) either for its own account or on behalf of discretionary clients acquire any interest in Target shares; or

          (ii) make any loan to a person to assist him in acquiring any such interest save for lending in the ordinary course of business and on normal commercial terms to persons with which they have an established customer relationship; or

          (iii) enter into any indemnity or option arrangement or any arrangement, agreement or understanding, formal or informal, of whatever nature, which may be an inducement for a person to retain, deal or refrain from dealing in relevant securities of the Target.

          4.5 RESTRICTION ON THE TARGET ACCEPTING AN OFFER IN RESPECT OF TREASURY SHARES1

          A Target may not accept an offer in respect of treasury shares until after the offer is unconditional as to acceptances.

          4.6 SECURITIES BORROWING AND LENDING TRANSACTIONS BY BIDDERS, THE TARGET AND THEIR CONCERT PARTIES

          (a) During an offer period, the following persons must not, except with the consent of the Panel, enter into or take action to unwind a securities borrowing or lending transaction in respect of relevant securities of the Target:

          (i) a Bidder;

          (ii) the Target; and

          (iii) any person acting in concert with a Bidder or with the Target.

          During an offer period, where a person subject to Paragraph 4.6(a) enters into or takes action to unwind a securities borrowing or lending transaction in respect of relevant securities of a securities exchange Bidder or, with the consent of the Panel, the Target, the transaction must be disclosed as if it were a dealing in those relevant securities (see Paragraph 8.8).

          • 4.1 PROHIBITED DEALINGS BY PERSONS OTHER THAN THE BIDDER

            (a) No dealings of any kind in securities of the Target by any person, not being the Bidder, who is privy to confidential price sensitive information concerning an offer or contemplated offer may take place between the time when there is reason to suppose that an approach or an offer is contemplated and the announcement of the approach or offer or of the termination of the discussions.
            (b) No person who is privy to such information may make any recommendation to any other person as to dealing in the relevant securities.
            (c) No such dealings may take place in securities of the Bidder except where the proposed offer is not price sensitive in relation to such securities.

          • 4.2 RESTRICTION ON DEALINGS BY THE BIDDER AND CONCERT PARTIES

            (a) During an offer period, the Bidder and persons acting in concert with it must not sell any securities in the Target except with the prior consent of the Panel and following 24 hours public notice that such sales might be made. The Panel will not give consent for sales where a mandatory offer under Paragraph 9 is being made. Sales below the value of the offer will not be permitted. After there has been an announcement that sales may be made, neither the Bidder nor persons acting in concert with it may acquire an interest in any securities of the Target and only in exceptional circumstances will the Panel permit the offer to be revised. The Panel should be consulted whenever the Bidder or a person acting in concert with it proposes to enter into or close out any type of transaction which may result in securities in the Target being sold during the offer period either by that party or by the counterparty to the transaction.
            (b) During an offer period, the Bidder and persons acting in concert with it must not acquire an interest in any securities of the Target through any anonymous order book system, or through any other means, unless, in either case, it can be established that the seller, or other party to the transaction in question, is not an exempt principal trader connected with the Bidder.

            In the case of dealings through an inter dealer broker or other similar intermediary, "seller" includes the person who has transferred the securities to the intermediary as well as the intermediary itself. (See also Paragraph 38.2)

          • 4.3 GATHERING OF IRREVOCABLE COMMITMENTS

            Any person proposing to contact a private individual or small corporate shareholder with a view to seeking an irrevocable commitment must consult the Panel in advance.

          • 4.4 DEALINGS IN TARGET SECURITIES BY CERTAIN TARGET CONCERT PARTIES

            During the offer period, except for exempt principal traders and exempt fund managers, no financial adviser or corporate broker (or any person controlling, controlled by or under the same control# as any such adviser or corporate broker) to a Target (or any of its parents, subsidiaries or fellow subsidiaries, or their associated companies or companies of which such companies are associated companies) shall, except with the consent of the Panel:

            (i) either for its own account or on behalf of discretionary clients acquire any interest in Target shares; or
            (ii) make any loan to a person to assist him in acquiring any such interest save for lending in the ordinary course of business and on normal commercial terms to persons with which they have an established customer relationship; or
            (iii) enter into any indemnity or option arrangement or any arrangement, agreement or understanding, formal or informal, of whatever nature, which may be an inducement for a person to retain, deal or refrain from dealing in relevant securities of the Target.

          • 4.5 RESTRICTION ON THE TARGET ACCEPTING AN OFFER IN RESPECT OF TREASURY SHARES1

            A Target may not accept an offer in respect of treasury shares until after the offer is unconditional as to acceptances.


            1 This Paragraph is disapplied in a scheme.

          • 4.6 SECURITIES BORROWING AND LENDING TRANSACTIONS BY BIDDERS, THE TARGET AND THEIR CONCERT PARTIES

            (a) During an offer period, the following persons must not, except with the consent of the Panel, enter into or take action to unwind a securities borrowing or lending transaction in respect of relevant securities of the Target:
            (i) a Bidder;
            (ii) the Target; and
            (iii) any person acting in concert with a Bidder or with the Target.
            During an offer period, where a person subject to Paragraph 4.6(a) enters into or takes action to unwind a securities borrowing or lending transaction in respect of relevant securities of a securities exchange Bidder or, with the consent of the Panel, the Target, the transaction must be disclosed as if it were a dealing in those relevant securities (see Paragraph 8.8).

        • PARAGRAPH 5 PARAGRAPH 5 TIMING RESTRICTIONS ON ACQUISITIONS

          • 5.1 RESTRICTIONS

            Except as permitted by Paragraph 5.2:

            (a) when a person (which for the purpose of Paragraph 5 includes any persons acting in concert with him) is interested in shares which in the aggregate carry less than 30% of the voting rights of a company, he may not acquire an interest in any other shares carrying voting rights in that company which, when aggregated with the shares in which he is already interested, would carry 30% or more of the voting rights; and
            (b) when a person is interested in shares which in the aggregate carry 30% or more of the voting rights of a company but does not hold shares which carry more than 50% of the voting rights, he may not acquire an interest in any other shares carrying voting rights in that company.

          • 5.2 EXCEPTIONS TO RESTRICTIONS

            The restrictions in Paragraph 5.1 do not apply to an acquisition of an interest in shares carrying voting rights in a company by a person:

            (a) at any time from a single shareholder if it is the only such acquisition within any period of 7 days (see also Paragraphs 5.3 and 5.4). This exception will not apply when the person has announced a firm intention to make an offer and there is no pre condition to which the making of an offer is subject; or
            (b) immediately before the person announces a firm intention to make an offer (whether or not there is any pre condition to which the making of an offer is subject), provided that the offer will be publicly recommended by, or the acquisition is made with the agreement of, the board of the Target and the acquisition is conditional upon the announcement of the offer; or
            (c) after the person has announced a firm intention to make an offer provided that, at the time of the acquisition, there is no pre condition to which the making of an offer is subject and:
            (i) the acquisition is made with the agreement of the board of the Target; or
            (ii) that offer or any competing offer has been publicly recommended by the board of the Target, even if such recommendation is subsequently withdrawn; or
            (iii) the first closing date of that offer or of any competing offer has passed; or
            (iv) that offer is unconditional in all respects; or
            (d) if the acquisition is by way of acceptance of the offer; or
            (e) if the acquisition is otherwise permitted by Guidance Notes issued under Paragraph 9.

          • 5.3 ACQUISITIONS FROM A SINGLE SHAREHOLDER — CONSEQUENCES

            A person who acquires an interest in shares from a single shareholder permitted by Paragraph 5.2(a) may not acquire an interest in any other shares carrying voting rights in a company, except in the circumstances set out in Paragraph 5.2(b), (c), (d) and (e). If that person makes an offer for the company which subsequently lapses, this restriction will cease to apply.

          • 5.4 ACQUISITIONS FROM A SINGLE SHAREHOLDER — DISCLOSURE

            A person who acquires an interest in shares carrying voting rights in a company from a single shareholder permitted by Paragraph 5.2(a) must notify the company, the Panel (who will publish the notification on the ADGM website), not later than 12 noon on the business day following the date of the acquisition, of details of:

            (a) that acquisition; and
            (b) any shares of the company in which he has an interest or in respect of which he has a right to subscribe, in each case specifying the nature of the interests or rights concerned (see Paragraph 8.8). Similar details of any short position (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery, must also be disclosed.

        • PARAGRAPH 6 PARAGRAPH 6 ACQUISITIONS RESULTING IN AN OBLIGATION TO OFFER A MINIMUM LEVEL OF CONSIDERATION

          • 6.1 ACQUISITIONS BEFORE A FIRM OFFER ANNOUNCEMENT

            Except with the consent of the Panel in cases falling under (a) or (b), when a Bidder or any person acting in concert with it has acquired an interest in shares in the Target:

            (a) within the three month period prior to the commencement of the offer period; or
            (b) during the period, if any, between the commencement of the offer period and an announcement made by the Bidder in accordance with Paragraph 2.7; or
            (c) prior to the three month period referred to in (a), if in the view of the Panel there are circumstances which render such a course necessary in order to give effect to General Principle 1,

            the offer to the holders of shares of the same class shall not be on less favourable terms.

            If an acquisition of an interest in shares in the Target has given rise to an obligation under Paragraph 11, compliance with that Paragraph will normally be regarded as satisfying any obligation under this Paragraph in respect of that acquisition.

            In the case of paragraph (b), an immediate announcement may be required in accordance with the Guidance Notes issued under Paragraph 7.1.

          • 6.2 ACQUISITIONS AFTER A FIRM OFFER ANNOUNCEMENT

            (a) If, after an announcement made in accordance with Paragraph 2.7 and before the offer closes for acceptance, a Bidder or any person acting in concert with it acquires any interest in shares at above the offer price (being the then current value of the offer), it shall increase its offer to not less than the highest price paid for the interest in shares so acquired.
            (b) Immediately after the acquisition, the Bidder must announce that a revised offer will be made in accordance with this Paragraph (see also Paragraph 32). Whenever practicable, the announcement should also state the nature of the interest, the number of shares concerned and the price paid.
            (c) Acquisitions of interests in shares in the Target may also give rise to an obligation under Paragraph 11. Where an obligation is incurred under Paragraph 11 by reason of any such acquisition, compliance with that Paragraph will normally be regarded as satisfying any obligation under this Paragraph in respect of that acquisition.

        • PARAGRAPH 7 PARAGRAPH 7 CONSEQUENCES OF CERTAIN DEALINGS

          • 7.1 IMMEDIATE ANNOUNCEMENT REQUIRED IF THE OFFER HAS TO BE AMENDED

            The acquisition of an interest in Target shares by a Bidder or any person acting in concert with it may give rise to an obligation under Paragraph 6 (minimum level of consideration), Paragraph 9 (mandatory offer) or Paragraph 11 (nature of consideration to be offered). Immediately after such an acquisition, an appropriate announcement must be made by the Bidder. Whenever practicable, the announcement should also state the nature of the interest, the number of shares concerned and the price paid.

          • 7.2 DEALINGS BY CONNECTED DISCRETIONARY FUND MANAGERS AND PRINCIPAL TRADERS

            (a) Discretionary fund managers and principal traders who, in either case, are connected with a Bidder or potential Bidder, will not normally be presumed to be acting in concert with that person until its identity as a Bidder or potential Bidder is publicly announced or, if prior to that, the time at which the connected party had actual knowledge of the possibility of an offer being made by a person with whom it is connected. Paragraphs 5, 6, 9, 11 and 36 will then be relevant to acquisitions of interests in Target securities and Paragraph 4.2 to sales of Target securities by such persons. Paragraph 4.6 will be relevant to securities borrowing and lending transactions.
            (b) Similarly, discretionary fund managers and principal traders who, in either case, are connected with the Target, will not normally be presumed to be acting in concert with the Target until the commencement of the offer period or, if prior to that, the time at which the connected party had actual knowledge of the possibility of an offer being made for the Target and that it was connected with the Target. Paragraphs 4.4, 5 and 9 may then be relevant to acquisitions of interests in Target securities. Paragraph 4.6 will be relevant to securities borrowing and lending transactions.

            (See also the definition of connected fund managers and principal traders.)
            (c) An exempt fund manager or exempt principal trader which is connected for the sole reason that it is controlled by, controls or is under the same control as a connected adviser will not be presumed to be in concert even after the commencement of the offer period or the identity of the Bidder being publicly announced (as the case may be). (See Note 2 on the definitions of exempt fund manager and exempt principal trader.)

          • 7.3 PARTIAL OFFERS AND "WHITEWASHES"

            The acquisition of an interest in Target shares by a Bidder or any person acting in concert with it may result in the Panel refusing to exercise its discretion to permit a partial offer or to grant a dispensation under the Guidance Notes to Paragraph 9.1.

        • PARAGRAPH 8 PARAGRAPH 8 DISCLOSURE OF DEALINGS AND POSITIONS

          • 8.1 DISCLOSURE BY AN BIDDER

            (a) A Bidder must make a public Opening Position Disclosure:
            (i) after the announcement that first identifies it as a Bidder; and
            (ii) after the announcement that first identifies a competing securities exchange Bidder.
            (b) A Bidder must also make a public Dealing Disclosure if it deals in any relevant securities of the Target or any securities exchange Bidder during an offer period for its own account or for the account of discretionary investment clients.

          • 8.2 DISCLOSURE BY THE TARGET

            (a) A Target must make a public Opening Position Disclosure:
            (i) after the commencement of the offer period; and
            (ii) if later, after the announcement that first identifies any securities exchange Bidder.
            (b) A Target must also make a public Dealing Disclosure if it deals in any relevant securities of the Target or any securities exchange Bidder during an offer period for its own account or for the account of discretionary investment clients.

          • 8.3 DISCLOSURE BY PERSONS WITH INTERESTS IN SECURITIES REPRESENTING 1% OR MORE

            (a) Any person who at the relevant time is interested (directly or indirectly) in 1% or more of any class of relevant securities of the Target or any securities exchange Bidder must make a public Opening Position Disclosure:
            (i) after the commencement of an offer period; and
            (ii) if later, after the announcement that first identifies any securities exchange Bidder.
            (b) Any person who is (or as a result of any dealing becomes) interested (directly or indirectly) in 1% or more of any class of relevant securities of the Target or any securities exchange Bidder must make a public Dealing Disclosure if he deals in any relevant securities of the Target or any securities exchange Bidder during an offer period.
            (c) Where two or more persons act pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities, they will normally be deemed to be a single person for the purpose of this Paragraph 8.3.
            (d) If a person manages investment accounts on a discretionary basis, he, and not the person on whose behalf the relevant securities (or interests in relevant securities) are managed, will be treated for the purpose of this Paragraph as interested in the relevant securities concerned. Except with the consent of the Panel, where more than one discretionary investment management operation is conducted in the same group, the interests in relevant securities of all such operations will be treated for the purpose of this Paragraph as those of a single person and must be aggregated.
            (e) Paragraphs 8.3(a) to (d) do not apply to recognised intermediaries acting in a client serving capacity.
            (f) A person making a disclosure in accordance with Paragraphs 8.1, 8.2, 8.4 or 8.5 need not also disclose the same information pursuant to Paragraph 8.3.

          • 8.4 DISCLOSURE BY CONCERT PARTIES

            A person acting in concert with any party to an offer must make a public Dealing Disclosure if he deals in any relevant securities of the Target or any securities exchange Bidder during an offer period for his own account or for the account of discretionary investment clients.

          • 8.5 DISCLOSURE BY EXEMPT PRINCIPAL TRADERS

            (a) An exempt principal trader connected with a Bidder which does not have recognised intermediary status or which does have recognised intermediary status but which holds any interest or short position in, or right to subscribe for, any relevant securities of the Target or any securities exchange Bidder in a proprietary capacity must make a public Opening Position Disclosure:
            (i) after the announcement that first identifies the Bidder with which it is connected as a Bidder; and
            (ii) after the announcement that first identifies a competing securities exchange Bidder.
            (b) An exempt principal trader connected with the Target which does not have recognised intermediary status or which does have recognised intermediary status but which holds any interest or short position in, or right to subscribe for, any relevant securities of the Target or any securities exchange Bidder in a proprietary capacity must make a public Opening Position Disclosure:
            (i) after the commencement of the offer period; and
            (ii) if later, after the announcement that first identifies any securities exchange Bidder.
            (c) An exempt principal trader connected with a party to the offer must make a public Dealing Disclosure if it deals in any relevant securities of the Target or any securities exchange Bidder during an offer period, stating the following details:
            (i) if the exempt principal trader does not have recognised intermediary status, or if it does but it is dealing in a proprietary capacity, the details required under Paragraph 8.8 below; and
            (ii) if the exempt principal trader has recognised intermediary status and is dealing in a client-serving capacity, the details required under Paragraph 8.8 below.

          • 8.6 DISCLOSURE BY EXEMPT FUND MANAGERS WITH NO INTERESTS IN SECURITIES OF ANY PARTY TO THE OFFER REPRESENTING 1% OR MORE DEALING FOR DISCRETIONARY CLIENTS

            (a) An exempt fund manager connected with a party to the offer must make a private Dealing Disclosure if it deals in any relevant securities of the Target or any securities exchange Bidder for the benefit of discretionary investment clients during an offer period.
            (b) Paragraph 8.6(a) does not apply if the exempt fund manager is also required to make a disclosure in accordance with Paragraph 8.3.

          • 8.7 DISCLOSURE OF NON-DISCRETIONARY DEALINGS BY PARTIES AND CONCERT PARTIES

            A party to the offer and any person acting in concert with it must make a private Dealing Disclosure if it deals in any relevant securities of the Target or any securities exchange Bidder during an offer period for the account of non-discretionary investment clients (other than a non-discretionary client that is a party to the offer or any person acting in concert with it).

          • 8.8 DETAILS TO BE INCLUDED IN THE DISCLOSURE

            (a) Public disclosures (other than Dealing Disclosures by exempt principal traders with recognised intermediary status dealing in a client-serving capacity)

            Any public disclosure under this Paragraph 8 (other than a Dealing Disclosure by an exempt principal trader with recognised intermediary status dealing in a client- serving capacity) must include:
            (i) the identity of the person disclosing and that person's status (eg Bidder, person acting in concert with the Bidder, etc.);
            (ii) details of any relevant securities of the Target or the Bidder (as the case may be) in which the person making the disclosure has an interest or in respect of which he has a right to subscribe, in each case specifying the nature of the interests or rights concerned and the relevant percentages. Similar details of any short positions (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery, must also be disclosed;
            (iii) details of any dealing arrangements of a kind referred to in Guidance Note 11(b) on the definition of acting in concert to which the person making the disclosure is a party;
            (iv) if the disclosure is by an exempt fund manager or an exempt principal trader, the identity of the party to the offer with which the person disclosing is connected;
            (v) confirmation whether the person making the disclosure is on the same day disclosing, or has previously disclosed, details in respect of the relevant securities of any other party or parties to the offer under Paragraph 8; and
            (vi) if the disclosure is by a party to the offer or any person acting in concert with it, details of any securities borrowing and lending positions required by Guidance Note(l) below.
            An Opening Position Disclosure by a party to the offer must also include:
            (vii) similar details as in (ii) and (iii) above of any interests, short positions or rights to subscribe of any person acting in concert with that party to the offer, and of any dealing arrangements of a kind referred to in Guidance Note 11(b) on the definition of acting in concert to which any such person acting in concert with it is a party, together with (in each case) the identity of the persons concerned.
            The interests, short positions, rights to subscribe, dealing arrangements, securities borrowing and lending positions and irrevocable commitments and letters of intent to be disclosed under (ii), (iii), (vi) and (vii) above are those determined in accordance with Guidance Note 7(d) below.

            Subject to the following paragraph, any Dealing Disclosure must also include:
            (viii) the total of the relevant securities in question in which the dealing took place;
            (ix) the prices paid or received (in the case of an average price bargain, each underlying trade should be disclosed). In the case of dealings in options or derivatives, full details should be given so that the nature of the dealings can be fully understood (see Guidance Note (i) below);
            (x) if the disclosure is by a person acting in concert with a party to the offer, the identity of the party to the offer concerned; and
            (xi) the date of the dealing.
            However, a Dealing Disclosure by a connected principal trader where the sole reason for the connection is that the principal trader is controlled by, controls or is under the same control as a connected adviser to a Bidder, the Target or any person acting in concert with a Bidder or the Target must include the information specified in Guidance Note (b) below. The Panel may, where it considers it appropriate, require the person concerned to make more detailed private disclosure to the Panel.
            (b) Dealing Disclosures by exempt principal traders with recognised intermediary status dealing in a client-serving capacity

            A Dealing Disclosure by an exempt principal trader with recognised intermediary status dealing in a client-serving capacity must include:
            (i) the identity of the person disclosing;
            (ii) the identity of the party to the offer with which the person disclosing is connected;
            (iii) total acquisitions and disposals;
            (iv) the highest and lowest prices paid and received; and
            (v) the date of the dealing.
            In the case of dealings in options or derivatives, full details should be given so that the nature of the dealings can be fully understood (see Guidance Note (i) below).
            (c) Private disclosures by connected exempt fund managers with no interests in securities of any party to the offer representing 1% or more

            A private Dealing Disclosure under Paragraph 8.6 must include the same details as a public Dealing Disclosure (see (a) above).
            (d) Private disclosures of non-discretionary dealings by parties and concert parties

            A private Dealing Disclosure made under Paragraph 8.7 must include:
            (i) the identity of the person disclosing;
            (ii) if the disclosure is by a person acting in concert with a party to the offer, the identity of the party to the offer concerned;
            (iii) the total of the relevant securities in question in which the dealing took place;
            (iv) the prices paid or received (in the case of an average price bargain, each underlying trade should be disclosed). In the case of dealings in options or derivatives, full details should be given so that the nature of the dealings can be fully understood (see Guidance Note (i) below); and
            (v) the date of the dealing.
            (e) Related dealings

            When a person transacts two or more separate but related dealings executed at or around the same time (for example, the entering into of a derivative referenced to relevant securities and the acquisition of such securities for the purposes of hedging) or has two or more separate but related positions in relevant securities, any disclosure must include the required information in relation to each such dealing so executed or position held.
            (f) Owner or controller details

            For the purpose of disclosing identity, the owner or controller of any interest or short position in securities disclosed must be specified, in addition to any other details. The naming of nominees or vehicle companies is insufficient. If the owner or controller of the interest or short position is a trust, details of the trustee(s), the settlor and the beneficiaries of the trust must be disclosed. Where the beneficiaries are a connected group, for example, members of a family, a description of the group will normally be sufficient.

            The Panel may require additional information to be disclosed when it appears to be appropriate, for example to identify other persons who have an interest in the securities in question. However, in the case of disclosures by fund managers of dealings on behalf of, or positions held for the account of, discretionary clients, the clients need not be named.
            (g) Specially cum or ex dividend acquisitions

            Where a Bidder or any person acting in concert with it acquires any interest in Target securities on a specially cum or specially ex dividend basis, details of that fact should also be disclosed.
            (h) Percentage calculations and subscription for new securities

            Percentages should be calculated by reference to the numbers of relevant securities given in a party's latest announcement required by Paragraph 2.10. In the case of a disclosure relating to a right to subscribe, or subscription, for new securities, the Panel should be consulted regarding the appropriate number of relevant securities to be used in calculating the relevant percentage.
            (i) Options, derivatives etc.

            In the case of agreements to purchase or sell, rights to subscribe, options or derivatives, full details should be given so that the nature of the interest, position or dealing can be fully understood. For options this should include, at least, a description of the options concerned, the number of securities under option, the exercise period (or in the case of exercise, the exercise date), the exercise price and any option money paid or received. For derivatives this should include, at least, a description of the derivatives concerned, the number of reference securities to which they relate (when relevant), the maturity date (or if applicable the closing out date) and the reference price (and any fee payable on entering into the derivative).

            In addition, if there exists any agreement, arrangement or understanding, formal or informal, between the person disclosing and any other person relating to the voting rights of any relevant securities under option or relating to the voting rights or future acquisition or disposal of any relevant securities to which a derivative is referenced (as the case may be), full details of such agreement, arrangement or understanding, identifying the relevant securities in question, must be included in the disclosure. If there are no such agreements, arrangements or understandings, this fact should be stated. Where such an agreement, arrangement or understanding is entered into at a later date than the derivative or option to which it relates, it will be regarded as a dealing in relevant securities.
            (j) Futures contracts and covered warrants

            For the purpose of any disclosure, a futures contract or covered warrant for which exercise includes the possibility of delivery of the underlying securities is treated as an option. A futures contract or covered warrant which does not include the possibility of delivery of the underlying securities is treated as a derivative.
            (k) Transfers in and out

            If, following a public disclosure made under Paragraph 8, interests in relevant securities are transferred into or out of a person's management, a reference to the transfer must be included in the next public disclosure made by that person under Paragraph 8.
            (l) Securities borrowing and lending

            An Opening Position Disclosure by a party to the offer must include details of any relevant securities of the Target and any securities exchange Bidder which the party making the disclosure or any person acting in concert with it has borrowed or lent, save for any borrowed relevant securities which have been either on-lent or sold. In addition, a Dealing Disclosure by a party to the offer or any person acting in concert with a party to the offer must include details of any relevant securities of the Target and any securities exchange Bidder which the person making the disclosure has borrowed or lent, save for any borrowed relevant securities which have been either on-lent or sold.

            Where a party to the offer or any person acting in concert with it enters into, or takes action to unwind, a securities borrowing or lending transaction in respect of relevant securities of a Bidder or, with the Panel's consent under Paragraph 4.6(a), the Target, a Dealing Disclosure must be made by that person.

            The provisions of this Guidance Note also apply in respect of any financial collateral arrangements of the kind contemplated by Paragraph 4.6 entered into or unwound by a party to the offer or any person acting in concert with it as if such arrangements were securities lending transactions.

            In all cases referred to above, all relevant details should be given and the disclosure must be made in a form agreed by the Panel.

        • PARAGRAPH 9 PARAGRAPH 9 THE MANDATORY OFFER AND ITS TERMS RULE 9

          • 9.1 9.1 WHEN A MANDATORY OFFER IS REQUIRED AND WHO IS PRIMARILY RESPONSIBLE FOR MAKING IT

            Except with the consent of the Panel, when:

            (a) any person acquires, whether by a series of transactions over a period of time or not, an interest in shares which (taken together with shares in which persons acting in concert with him are interested) carry 30% or more of the voting rights of a company; or
            (b) any person, together with persons acting in concert with him, is interested in shares which in the aggregate carry not less than 30% of the voting rights of a company but does not hold shares carrying more than 50% of such voting rights and such person, or any person acting in concert with him, acquires an interest in any other shares which increases the percentage of shares carrying voting rights in which he is interested,

            such person shall extend offers, on the basis set out in Paragraph 9.4, to the holders of any class of equity share capital whether voting or non-voting and also to the holders of any other class of transferable securities carrying voting rights. Offers for different classes of equity share capital must be comparable; the Panel should be consulted in advance in such cases.

            An offer will not be required under this Paragraph where control of the Target is acquired as a result of a voluntary offer made in accordance with the Takeover Rules to all the holders of voting equity share capital and other transferable securities carrying voting rights.

            • Guidance Notes on Paragraph 9.1

              Whitewash Procedure

              When the issue of new securities as consideration for an acquisition or a cash subscription would otherwise result in an obligation to make a general offer under this Paragraph, the Panel will normally waive the obligation if there is an independent vote at a shareholders' meeting. The requirement for a general offer will also be waived, provided there has been a vote of independent shareholders, in cases involving the underwriting of an issue of shares. If an underwriter incurs an obligation under this Paragraph unexpectedly, for example as a result of an inability to sub-underwrite all or part of his liability, the Panel should be consulted.

              The appropriate provisions of the Takeover Rules apply to whitewash proposals. Full details of the potential number and percentage of shares in which the person or group of persons acting in concert might become interested (together with details of the different interests concerned) must be disclosed in the document published in connection with the issue of the new securities, which must also include competent independent advice on the proposals which the shareholders are being asked to approve, together with a statement that the Panel has agreed to waive any consequent obligation under this Paragraph to make a general offer. The resolution must be made the subject of a poll. In addition, unless the person or group of persons acting in concert has entered into an agreement with the company not to make an offer, or has made a statement in the document that it does not intend to make an offer, the document must contain a statement that the person or group will not be restricted from making an offer for the company in the event that the proposals are approved at the shareholders' meeting. The Panel must be consulted and a proof document submitted at an early stage.

              When a person or group of persons acting in concert may, as a result of such arrangements, come to hold shares carrying more than 50% of the voting rights of the company, specific and prominent reference to the possibility must be contained in the document and to the fact that the person or group will be able to acquire interests in further shares without incurring any further obligation under Paragraph 9 to make a general offer.

              When a waiver has been granted, as described above, in respect of convertible securities, options or rights to subscribe for shares, details, including the fact of the waiver and the maximum number of securities that may be issued as a result, should be included in the company's annual report and accounts until the securities in respect of which the waiver has been granted have been issued or it is confirmed that no such issue will be made.

              Notwithstanding the fact that the issue of new securities is made conditional upon the prior approval of a majority of the shareholders independent of the transaction at a general meeting of the company:

              (a) the Panel will not normally waive an obligation under this Paragraph if the person to whom the new securities are to be issued or any persons acting in concert with him have acquired any interest in shares in the company in the 12 months prior to the publication of the circular relating to the proposals but subsequent to negotiations, discussions or the reaching of understandings or agreements with the directors of the company in relation to the proposed issue of new securities;
              (b) a waiver will be invalidated if any acquisitions of interests in shares are made in the period between the publication of the circular and the shareholders' meeting.

              In exceptional circumstances, the Panel may consider waiving the requirement for a general offer where the approval of independent shareholders to the transfer of existing shares from one shareholder to another is obtained.

          • 9.2 OBLIGATIONS OF OTHER PERSONS

            In addition to the person specified in Paragraph 9.1, each of the principal members of a group of persons acting in concert with him may, according to the circumstances of the case, have the obligation to extend an offer.

          • 9.3 CONDITIONS AND CONSENTS

            Except with the consent of the Panel:

            (a) offers made under Paragraph 9 must be conditional only upon the Bidder having received acceptances in respect of shares which, together with shares acquired or agreed to be acquired before or during the offer, will result in the Bidder and any person acting in concert with it holding shares carrying more than 50% of the voting rights; and
            (b) no acquisition of any interest in shares which would give rise to a requirement for an offer under this Paragraph may be made if the making or implementation of such offer would or might be dependent on the passing of a resolution at any meeting of shareholders of the Bidder or upon any other conditions, consents or arrangements.

          • 9.4 CONSIDERATION TO BE OFFERED

            (a) An offer made under Paragraph 9 must, in respect of each class of share capital involved, be in cash or be accompanied by a cash alternative at not less than the highest price paid by the Bidder or any person acting in concert with it for any interest in shares of that class during the 12 months prior to the announcement of that offer. The Panel should be consulted where there is more than one class of share capital involved.
            (b) If, after an announcement of an offer made under Paragraph 9 for a class of share capital and before the offer closes for acceptance, the Bidder or any person acting in concert with it acquires any interest in shares of that class at above the offer price, it shall increase its offer for that class to not less than the highest price paid for the interest in shares so acquired. Immediately after the acquisition, an appropriate announcement must be made in accordance with Paragraph 7.1.
            (c) In certain circumstances, the Panel may determine that the highest price calculated under paragraphs (a) and (b) should be adjusted.
            (d) The cash offer or the cash alternative must remain open after the offer has become unconditional as to acceptances for not less than 14 days after the date on which it would otherwise have expired (see Paragraph 31.4).

          • 9.5 OBLIGATIONS OF DIRECTORS

            When directors (and their close relatives and related trusts) sell shares to a person (or enter into options, derivatives or other transactions) as a result of which that person is required to make an offer under this Paragraph, the directors must ensure that as a condition of the sale (or other relevant transaction) the person undertakes to fulfil his obligations under the Paragraph. In addition, except with the consent of the Panel, such directors should not resign from the board until the first closing date of the offer or the date when the offer becomes wholly unconditional, whichever is the later.

          • 9.6 VOTING RESTRICTIONS AND DISPOSAL OF INTERESTS

            Where the Panel agrees to the disposal of interests in shares by a person as an alternative to making an offer pursuant to Paragraph 9.1, the Panel must be consulted as to the interests required to be disposed of and the application, pending completion of the disposal, of restrictions on the exercise of the voting rights (or the procurement of the exercise of the voting rights) attaching to the shares in which that person and persons acting in concert with that person are interested. Similarly, where an offer made pursuant to Paragraph 9.1 lapses for a reason other than the acceptance condition not being satisfied, the Panel must be consulted regarding the ability of the Bidder and any persons acting in concert with it to exercise, or procure the exercise of, the voting rights attaching to the shares of the Target in which they are interested.

      • THE VOLUNTARY OFFER AND ITS TERMS

        • PARAGRAPH 10 PARAGRAPH 10 THE ACCEPTANCE CONDITION*

          It must be a condition of any offer for voting equity share capital or for other transferable securities carrying voting rights which, if accepted in full, would result in the Bidder holding shares carrying over 50% of the voting rights of the Target that the offer will not become or be declared unconditional as to acceptances unless the Bidder has acquired or agreed to acquire (either pursuant to the offer or otherwise) shares carrying over 50% of the voting rights.

          • Guidance Notes to Paragraph 10

            Information to Bidder during offer period and extension of offer to new shares

            Following the announcement of a firm intention to make an offer, the Target must, on request, provide the Bidder as soon as possible with all relevant details of the issued shares (including the extent to which any such shares are held in treasury and details of any agreements to transfer or sell such shares out of treasury) and, to the extent not issued, the allotted shares and details of any conversion or subscription rights or any other rights pursuant to the exercise of which shares may be unconditionally allotted or issued during the offer period. In the case of conditionally allotted shares, the details should include the conditions and the date on which such conditions may be satisfied. In the case of rights, the details should include the number of shares which may be unconditionally allotted or issued during the offer period as a result of the exercise of such rights, identifying separately those attributable to rights which commence or expire on different dates, and the various prices at which these rights could be exercised.

            The Target must immediately notify the Bidder of any allotment or issue of shares and of the exercise of any such rights during the offer period and provide the Bidder as soon as possible with all relevant details.

            The Bidder must make appropriate arrangements to ensure that any person to whom shares of a type to which the offer relates are unconditionally allotted or issued during the offer period will have an opportunity of accepting the offer in respect of such shares.

            In cases of doubt, the Panel must be consulted.

        • PARAGRAPH 11 PARAGRAPH 11 NATURE OF CONSIDERATION TO BE OFFERED

          • 11.1 WHEN A CASH OFFER IS REQUIRED

            Except with the consent of the Panel in cases falling under (a) or (b), a cash offer is required where:

            (a) the shares of any class under offer in the Target in which interests are acquired for cash by a Bidder and any person acting in concert with it during the offer period and within 12 months prior to its commencement carry 10% or more of the voting rights currently exercisable at a class meeting of that class, in which case the offer for that class shall be in cash or accompanied by a cash alternative at not less than the highest price paid by the Bidder or any person acting in concert with it for any interest in shares of that class acquired during the offer period and within 12 months prior to its commencement; or
            (b) subject to paragraph (a) above, any interest in shares of any class under offer in the Target is acquired for cash by a Bidder or any person acting in concert with it during the offer period, in which case the offer for that class shall be in cash or accompanied by a cash alternative at not less than the highest price paid by the Bidder or any person acting in concert with it for any interest in shares of that class acquired during the offer period; or
            (c) in the view of the Panel there are circumstances which render such a course necessary in order to give effect to General Principle 1.

          • 11.2 WHEN A SECURITIES OFFER IS REQUIRED

            Where interests in shares of any class of the Target carrying 10% or more of the voting rights currently exercisable at a class meeting of that class have been acquired by a Bidder and any person acting in concert with it in exchange for securities in the three months prior to the commencement of and during the offer period, such securities will normally be required to be offered to all other holders of shares of that class.

            Unless the vendor or other party to the transaction giving rise to the interest is required to hold the securities received or receivable until either the offer has lapsed or the offer consideration has been sent to accepting shareholders, an obligation to make an offer in cash or to provide a cash alternative will also arise under Paragraph 11.1.

          • 11.3 DISPENSATION FROM HIGHEST PRICE

            If the Bidder considers that the highest price (for the purpose of Paragraphs 11.1 and 11.2) should not apply in a particular case, the Bidder should consult the Panel, which has discretion to agree an adjusted price.

          • Guidance on Paragraph 11

            The Panel should be consulted in circumstances where the consideration offered to selling shareholders is calculated by reference to a formula related to the net assets of the Target.

        • PARAGRAPH 12 PARAGRAPH 12 PRE-CONDITIONS IN FIRM OFFER ANNOUNCEMENTS AND OFFER CONDITIONS

          • 12.1 SUBJECTIVITY

            An offer must not normally be subject to conditions or pre-conditions which depend solely on subjective judgments by the Bidder or the Target (as the case may be) or, in either case, its directors or the fulfillment of which is in their hands. The Panel may be prepared to accept an element of subjectivity in certain circumstances where it is not practicable to specify all the factors on which satisfaction of a particular condition or pre-condition may depend, especially in cases involving official authorisations or regulatory clearances, the granting of which may be subject to additional material obligations for the Bidder or the Target (as the case may be).

          • 12.2 ACCEPTABILITY OF PRE-CONDITIONS

            The Panel must be consulted in advance if a person proposes to include in an announcement any pre-condition to which the making of an offer will be subject.

            Except with the consent of the Panel, an offer must not be announced subject to a precondition unless the pre-condition involves a material official authorisation or regulatory clearance relating to the offer and:

            (i) the offer is publicly recommended by the board of the Target; or
            (ii) the Panel is satisfied that it is likely to prove impossible to obtain the authorisation or clearance within the Takeover Rules timetable.

          • 12.3 FINANCING CONDITIONS AND PRE-CONDITIONS

            (a) Subject to Paragraph 12.3(b) and (c), an offer must not be made subject to a condition or pre-condition relating to financing.
            (b) Where the offer is for cash, or includes an element of cash, and the Bidder proposes to finance the cash consideration by an issue of new securities, the offer must be made subject to any condition required, as a matter of law or regulatory requirement, in order validly to issue such securities or to have them listed or admitted to trading. Conditions which will normally be considered necessary for such purposes include:
            (i) the passing of any resolution necessary to create or allot the new securities and/or to allot the new securities on a non-pre-emptive basis (if relevant); and
            (ii) where the new securities are to be admitted to listing or to trading on any investment exchange or market, any necessary listing or admission to trading condition (see also Paragraph 23.10).
            Such conditions must not be waivable and the Panel must be consulted in advance.
            (c) In exceptional cases, the Panel may be prepared to accept a pre-condition relating to financing either in addition to another pre-condition permitted by Paragraph 12.2 or otherwise, for example where, due to the likely period required to obtain any necessary material official authorisation or regulatory clearance, it is not reasonable for the Bidder to maintain committed financing throughout the offer period. In such a case:
            (i) the financing pre-condition must be satisfied (or waived), or the offer must be withdrawn, within 21 days after the satisfaction (or waiver) of any other precondition or pre-conditions permitted by Paragraph 12.2; and
            (ii) the Bidder and its financial adviser must confirm in writing to the Panel before announcement of the offer that they are not aware of any reason why the Bidder would be unable to satisfy the financing pre-condition within that 21 day period.
            (d) If, at any time, the Bidder or its financial adviser becomes aware, or considers it likely, that the Bidder would be unable to satisfy a financing pre-condition, it must promptly notify the Panel.

          • 12.4 INVOKING CONDITIONS AND PRE-CONDITIONS

            (a) A Bidder should not invoke any condition or pre-condition so as to cause the offer not to proceed, to lapse or to be withdrawn unless the circumstances which give rise to the right to invoke the condition or pre-condition are of material significance to the Bidder in the context of the offer. The acceptance condition is not subject to this provision.
            (b) Following the announcement of a firm intention to make an offer, a Bidder should use all reasonable efforts to ensure the satisfaction of any conditions or pre-conditions to which the offer is subject.

          • 12.5 INVOKING TARGET PROTECTION CONDITIONS

            A Target should not invoke, or cause or permit the Bidder to invoke, any condition to an offer unless the circumstances which give rise to the right to invoke the condition are of material significance to the shareholders in the Target in the context of the offer.

      • PROVISIONS APPLICABLE TO ALL OFFERS

        • PARAGRAPH 13 PARAGRAPH 13 WHERE THERE IS MORE THAN ONE CLASS OF SHARE CAPITAL

          • 13.1 COMPARABLE OFFERS

            Where a company has more than one class of equity share capital, a comparable offer must be made for each class whether such capital carries voting rights or not; the Panel should be consulted in advance. An offer for non-voting equity share capital should not be made conditional on any particular level of acceptances in respect of that class, or on the approval of that class, unless the offer for the voting equity share capital is also conditional on the success of the offer for the non-voting equity share capital. Classes of non-voting, non- equity share capital need not be the subject of an offer, except in the circumstances referred to in Paragraph 15.

          • 13.2 SEPARATE OFFERS FOR EACH CLASS

            Where an offer is made for more than one class of share, separate offers must be made for each class.

          • Guidance Notes to Paragraph 13

            Offer for non-voting shares only

            Where an offer for non-voting shares only is being made, comparable offers for voting classes are not required.

        • PARAGRAPH 14 APPROPRIATE OFFER FOR CONVERTIBLES ETC.

          (a) When an offer is made for voting equity share capital or for other transferable securities carrying voting rights and the Target has convertible securities outstanding, the Bidder must make an appropriate offer or proposal to the stockholders to ensure that their interests are safeguarded. Equality of treatment is required.
          (b) The board of the Target must obtain competent independent advice on the offer or proposal to the stockholders and the substance of such advice must be made known to its stockholders, together with the board's views on the offer or proposal.
          (c) Whenever practicable, the offer or proposal should be sent to stockholders at the same time as the offer document is published but, if this is not practicable, the Panel should be consulted and the offer or proposal should be sent as soon as possible thereafter. A copy of the offer or proposal should be sent to the Panel at the time of publication.
          (d) The offer or proposal to stockholders required by this Paragraph should not normally be made conditional on any particular level of acceptances. It may, however, be put by way of a scheme to be considered at a stockholders' meeting provided that, if the scheme is not approved at that meeting, or is not sanctioned by the court, the Bidder shall immediately make an offer or proposal to stockholders which is not conditional on any particular level of acceptances or approval.
          (e) If a Target has options or subscription rights outstanding, the provisions of this Paragraph apply mutatis mutandis.

        • PARAGRAPH 15 PARAGRAPH 15 SPECIAL DEALS AND MANAGEMENT INCENTIVISATION

          • 15.1 SPECIAL DEALS WITH FAVOURABLE CONDITIONS

            Except with the consent of the Panel, a Bidder or persons acting in concert with it may not make any arrangements with shareholders and may not deal or enter into arrangements to deal in shares of the Target, or enter into arrangements which involve acceptance of an offer, either during an offer or when one is reasonably in contemplation, if there are favourable conditions attached which are not being extended to all shareholders.

            An arrangement made with a person who, while not a shareholder, is interested in shares carrying voting rights in the Target will also be prohibited by this Paragraph if favourable conditions are attached which are not being extended to the shareholders. For the avoidance of doubt, there is no requirement to extend an offer or any arrangement which would otherwise be prohibited by this Paragraph to any person who is interested in shares, but is not a shareholder.

            (See also Paragraph Paragraph 34.3)

          • 15.2 MANAGEMENT INCENTIVISATION

            (a) Except with the consent of the Panel, where a Bidder has:
            (i) entered into; or
            (ii) reached an advanced stage of discussions on proposals to enter into
            any form of incentivisation arrangements with members of the Target's management who are interested in shares in the Target, relevant details of the arrangements or proposals must be disclosed and the independent adviser to the Target must state publicly that in its opinion the arrangements are fair and reasonable. If it is intended to put incentivisation arrangements in place following completion of the offer, but either no discussions or only limited discussions have taken place, this fact must be stated publicly and relevant details of the discussions disclosed. Where no incentivisation arrangements are proposed, this must be stated publicly.
            (b) Where the value of arrangements entered into or proposed to be entered into is significant and/or the nature of the arrangements is unusual either in the context of the relevant industry or good practice, the Panel must be consulted and its consent to the arrangements obtained. The Panel may also require, as a condition of its consent, that the arrangements be approved at a general meeting of the Target's shareholders.
            (c) Where the members of the management are shareholders in the Target and, as a result of the incentivisation arrangements, they will become shareholders in the Bidder on a basis that is not being made available to all other Target shareholders, such arrangements must be approved at a general meeting of the Target's shareholders.
            (d) Any approval as required by paragraph (b) or (c) above must be by a separate vote of independent shareholders, taken on a poll.

        • PARAGRAPH 16 PARAGRAPH 16 ANNOUNCEMENT OF ACCEPTANCE LEVELS*

          • 16.1 TIMING AND CONTENTS

            By 8.00 am at the latest on the business day following the day on which an offer is due to expire, or becomes or is declared unconditional as to acceptances, or is revised or extended, a Bidder must make an appropriate announcement. The announcement must state:

            (a) the number of shares for which acceptances of the offer have been received, specifying the extent to which acceptances have been received from persons acting in concert with the Bidder or in respect of shares which were subject to an irrevocable commitment or a letter of intent procured by the Bidder or any person acting in concert with the Bidder;
            (b) details of any relevant securities of the Target in which the Bidder or any person acting in concert with it has an interest or in respect of which he has a right to subscribe, in each case specifying the nature of the interests or rights concerned (see Paragraph 8.8).

            Similar details of any short positions (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery, must also be stated;
            (c) details of any relevant securities of the Target in respect of which the Bidder or any person acting in concert with it has an outstanding irrevocable commitment or letter of intent; and
            (d) details of any relevant securities of the Target which the Bidder or any person acting in concert with it has borrowed or lent, save for any borrowed shares which have been either on-lent or sold,

            and must specify the percentages of each class of relevant securities represented by these figures. (See also Paragraph 30.2)

            Any announcement made pursuant to this Paragraph must include a prominent statement of the total numbers of shares which the Bidder may count towards the satisfaction of its acceptance condition and must specify the percentages of each class of relevant securities represented by these figures. The Panel should be consulted if the Bidder wishes to make any other statement about acceptance levels in any announcement made pursuant to this Paragraph.

          • 16.2 CONSEQUENCES OF FAILURE TO ANNOUNCE

            (a) If a Bidder, having announced the offer to be unconditional as to acceptances, fails by 3.30 pm on the relevant day to comply with any of the requirements of Paragraph 16.1, immediately thereafter any acceptor will be entitled to withdraw his acceptance. Subject to Paragraph 30.6, this right of withdrawal may be terminated not less than 8 days after the relevant day by the Bidder confirming, if such is the case, that the offer is still unconditional as to acceptances and complying with Paragraph 16.1.
            (b) For the purpose of Paragraph 30.4, the offer must remain open for acceptance for not less than 14 days after the date of such confirmation and compliance.

        • PARAGRAPH 17 THE USE OF PROXIES AND OTHER AUTHORITIES IN RELATION TO ACCEPTANCES*

          A Bidder may not require a shareholder as a term of his acceptance of an offer to appoint a proxy to vote in respect of his shares in the Target or to exercise any other rights or take any other action in relation to those shares unless the appointment is on the following terms, which must be set out in the offer document:

          (a) the proxy may not vote, the rights may not be exercised and no other action may be taken unless the offer is wholly unconditional or, in the case of voting by the proxy, the resolution in question concerns the last remaining condition of the offer (other than any condition covered by Paragraph 23.10) and the offer will become wholly unconditional (save, where relevant, for the satisfaction of any condition covered by Paragraph 23.10) or lapse depending upon the outcome of that resolution;
          (b) where relevant, the votes are to be cast as far as possible to satisfy any outstanding condition of the offer;
          (c) the appointment ceases to be valid if the acceptance is withdrawn; and
          (d) the appointment applies only to shares assented to the offer.

          *This Paragraph is disapplied in a scheme.

      • CONDUCT DURING THE OFFER

        • PARAGRAPH 18 PARAGRAPH 18 INFORMATION

          • 18.1 STANDARDS OF CARE

            Each document, announcement or other information published, or statement made, during the course of an offer must be prepared with the highest standards of care and accuracy. The language used must clearly and concisely reflect the position being described and the information given must be adequately and fairly presented. These requirements apply whether the document, announcement or other information is published, or the statement is made, by the party concerned or by an adviser on its behalf.

          • 18.2 18.2 RESPONSIBILITY

            (a) Each document or advertisement published in connection with an offer by, or on behalf of, the Bidder or the Target, must state that the directors of the Bidder and/or, where appropriate, the Target accept responsibility for the information contained in the document or advertisement and that, to the best of their knowledge and belief (having taken all reasonable care to ensure that such is the case), the information contained in the document or advertisement is in accordance with the facts and, where appropriate, that it does not omit anything likely to affect the import of such information. This Paragraph does not apply to:
            (i) advertisements falling within paragraphs (i), (ii) or (viii) of Paragraph 18.4;
            (ii) advertisements which only contain information already published in a circular which included the statement required by this Paragraph; and
            (iii) any separate opinion of the employee representatives of the Target Paragraph 31.6.
            (b) If it is proposed that any director should be excluded from such a statement, the Panel's consent is required. Such consent is given only in exceptional circumstances and in such cases the omission and the reasons for it must be stated in the document or advertisement.

            Guidance Notes on Paragraph 18.2

            While a board of directors may delegate the day-to-day conduct of an offer to individual directors or a committee of directors, the board as a whole must ensure that proper arrangements are in place to enable it to monitor that conduct in order that each director may fulfil his responsibilities under the Takeover Rules . These arrangements should ensure that:

            (a) the board is provided promptly with copies of all documents and announcements published by or on behalf of their company which bear on the offer; the board receives promptly details of all dealings in relevant securities made by their company or any persons acting in concert with it and details of any agreements, understandings, guarantees, expenditure (including fees) or other obligations entered into or incurred by or on behalf of their company in the context of the offer which do not relate to routine administrative matters;

            (b) those directors with day-to-day responsibility for the offer are in a position to justify to the board all their actions and proposed courses of action; and

            (c) the opinions of advisers are available to the board where appropriate. The above procedures should be followed, and board meetings held,

            as and when necessary throughout the offer in order to ensure that all directors are kept up-to-date with events and with actions taken.

            Any director who has a question concerning the propriety of any action as far as the Takeover Rules is concerned should ensure that the Panel is consulted.

            The Panel expects directors to co-operate with it in connection with its enquiries; this will include the provision, promptly on request, of copies of minutes of board meetings and other information in their possession, or in the possession of a Target or the Bidder as appropriate, which may be relevant to the enquiry.

            If detailed supervision of any document or advertisement has been delegated to a committee of the board, each of the remaining directors of the company must reasonably believe that the persons to whom supervision has been delegated are competent to carry it out and must have disclosed to the committee all relevant facts directly relating to himself (including his close relatives and related trusts) and all other relevant facts known to him and relevant opinions held by him which, to the best of his knowledge and belief, either are not known to any member of the committee or, in the absence of his specifically drawing attention thereto, are unlikely to be considered by the committee during the preparation of the document or advertisement. This does not, however, override any other legal requirements relating to the acceptance of responsibility for a prospectus or equivalent document where applicable.

            • Guidance Notes on Paragraph 18.2

              While a board of directors may delegate the day-to-day conduct of an offer to individual directors or a committee of directors, the board as a whole must ensure that proper arrangements are in place to enable it to monitor that conduct in order that each director may fulfil his responsibilities under the Takeover Rules . These arrangements should ensure that:

              (a) the board is provided promptly with copies of all documents and announcements published by or on behalf of their company which bear on the offer; the board receives promptly details of all dealings in relevant securities made by their company or any persons acting in concert with it and details of any agreements, understandings, guarantees, expenditure (including fees) or other obligations entered into or incurred by or on behalf of their company in the context of the offer which do not relate to routine administrative matters;
              (b) those directors with day-to-day responsibility for the offer are in a position to justify to the board all their actions and proposed courses of action; and
              (c) the opinions of advisers are available to the board where appropriate. The above procedures should be followed, and board meetings held,

              as and when necessary throughout the offer in order to ensure that all directors are kept up-to-date with events and with actions taken.

              Any director who has a question concerning the propriety of any action as far as the Takeover Rules is concerned should ensure that the Panel is consulted.

              The Panel expects directors to co-operate with it in connection with its enquiries; this will include the provision, promptly on request, of copies of minutes of board meetings and other information in their possession, or in the possession of a Target or the Bidder as appropriate, which may be relevant to the enquiry.

              If detailed supervision of any document or advertisement has been delegated to a committee of the board, each of the remaining directors of the company must reasonably believe that the persons to whom supervision has been delegated are competent to carry it out and must have disclosed to the committee all relevant facts directly relating to himself (including his close relatives and related trusts) and all other relevant facts known to him and relevant opinions held by him which, to the best of his knowledge and belief, either are not known to any member of the committee or, in the absence of his specifically drawing attention thereto, are unlikely to be considered by the committee during the preparation of the document or advertisement. This does not, however, override any other legal requirements relating to the acceptance of responsibility for a prospectus or equivalent document where applicable.

          • 18.3 UNACCEPTABLE STATEMENTS

            Parties to an offer and their advisers must take care not to make statements which, while not factually inaccurate, may be misleading or may create uncertainty. In particular, a Bidder must not make a statement to the effect that it may improve its offer, or that it may make a change to the structure, conditionality or the non-financial terms of its offer, without committing itself to doing so and specifying the improvement or change. In the case of any doubt as to the application of this Paragraph to a proposed statement, parties to an offer and their advisers should consult the Panel.

          • 18.4 ADVERTISEMENTS

            The publication of advertisements connected with an offer or potential offer is prohibited unless the advertisement falls within one of the categories listed below. In addition, except where the advertisement falls within categories (i) or (viii), it must be cleared with the Panel in advance.

            The categories are as follows:

            (i) product advertisements not bearing on an offer or potential offer (where there could be any doubt, the Panel must be consulted);
            (ii) corporate image advertisements not bearing on an offer or potential offer;
            (iii) advertisements confined to non-controversial information about an offer (eg reminders as to closing times or the value of an offer). Such advertisements must avoid argument or invective;
            (iv) advertisements comprising preliminary or interim results and their accompanying statement, provided the latter is not used for argument or invective concerning an offer;
            (v) advertisements giving information, the publication of which by advertisement is required or specifically permitted by the Abu Dhabi Global Market;
            (vi) advertisements communicating information relevant to holders of bearer securities;
            (vii) advertisements comprising a tender offer;
            (viii) advertisements which are notices relating to a scheme of arrangement; or
            (ix) advertisements published with the specific prior consent of the Panel. (As examples, this might be given if it were necessary to publish a document, announcement or information during a postal strike or in the circumstances referred to in Guidance Notes issued under Paragraph 19))

          • 18.5 TELEPHONE CAMPAIGNS

            Except with the consent of the Panel, campaigns in which shareholders or other persons interested in shares are contacted by telephone may be conducted only by staff of the financial adviser who are fully conversant with the requirements of, and their responsibilities under, the Takeover Rules . Only previously published information which remains accurate, and is not misleading at the time it is quoted, may be used in telephone campaigns. Shareholders and other persons interested in shares must not be put under pressure and must be encouraged to consult their professional advisers.

          • 18.6 INTERVIEWS AND DEBATES

            Parties to an offer should, if interviewed on radio, television or any other media, seek to ensure that the sequence of the interview is not broken by the insertion of comments or observations by others not made in the course of the interview. Further, joint interviews or public confrontation between representatives of the Bidder and the Target, or between competing Bidders, should be avoided

        • PARAGRAPH 19 PARAGRAPH 19 EQUALITY OF INFORMATION

          • 19.1 EQUALITY OF INFORMATION TO SHAREHOLDERS AND PERSONS WITH INFORMATION RIGHTS

            Information about parties to an offer must be made equally available to all Target shareholders and persons with information rights as nearly as possible at the same time and in the same manner.

          • 19.2 EQUALITY OF INFORMATION TO COMPETING BIDDERS

            Any information given to one Bidder or potential Bidder, whether publicly identified or not, must, on request, be given equally and promptly to another Bidder or bona fide potential Bidder even if that other Bidder is less welcome. This requirement will usually only apply when there has been a public announcement of the existence of the Bidder or potential Bidder to which information has been given or, if there has been no public announcement, when the Bidder or bona fide potential Bidder requesting information under this Paragraph has been informed authoritatively of the existence of another potential Bidder.

          • 19.3 INFORMATION TO INDEPENDENT DIRECTORS IN MANAGEMENT BUY OUTS

            If the offer or potential offer is a management buy-out or similar transaction, the Bidder or potential Bidder must, on request, promptly furnish the independent directors of the Target or its advisers with all information which has been furnished by the Bidder or potential Bidder to external providers or potential providers of finance (whether equity or debt) for the buy-out.

        • PARAGRAPH 20 PARAGRAPH 20 RESTRICTIONS ON FRUSTRATING ACTION

          • 20.1 WHEN SHAREHOLDERS' CONSENT IS REQUIRED

            During the course of an offer, or even before the date of the offer if the board of the Target has reason to believe that a bona fide offer might be imminent, the board must not, without the approval of the shareholders in general meeting:

            (a) take any action which may result in any offer or bona fide possible offer being frustrated or in shareholders being denied the opportunity to decide on its merits; or
            (i) issue any shares or transfer or sell, or agree to transfer or sell, any shares out of treasury or effect any redemption or purchase by the company of its own shares;
            (ii) issue or grant options in respect of any unissued shares;
            (iii) create or issue, or permit the creation or issue of, any securities carrying rights of conversion into or subscription for shares;
            (iv) sell, dispose of or acquire, or agree to sell, dispose of or acquire, assets of a material amount; or
            (v) enter into contracts otherwise than in the ordinary course of business.
            The Panel must be consulted in advance if there is any doubt as to whether any proposed action may fall within this Paragraph.

            The notice convening any relevant meeting of shareholders must include information about the offer or anticipated offer.

            Where it is felt that:
            (a) the proposed action is in pursuance of a contract entered into earlier or another pre existing obligation; or
            (b) a decision to take the proposed action had been taken before the beginning of the period referred to above which:
            (i) has been partly or fully implemented before the beginning of that period; or
            (ii) has not been partly or fully implemented before the beginning of that period but is in the ordinary course of business,
            the Panel must be consulted and its consent to proceed without a shareholders' meeting obtained.

          • 20.2 INDUCEMENT FEES AND OTHER OFFER RELATED ARRANGEMENTS

            (a) Except with the consent of the Panel, neither the Target nor any person acting in concert with it may enter into any offer related arrangement with either the Bidder or any person acting in concert with it during an offer period or when an offer is reasonably in contemplation.
            (b) An offer related arrangement means any agreement, arrangement or commitment in connection with an offer, including any inducement fee arrangement or other arrangement having a similar or comparable financial or economic effect, but excluding:
            (i) a commitment to maintain the confidentiality of information provided that it does not include any other provisions prohibited by Paragraphs 20.2(a) or 2.3(d) or otherwise under the Takeover Rules ;
            (ii) a commitment not to solicit employees, customers or suppliers;
            (iii) a commitment to provide information or assistance for the purposes of obtaining any official authorisation or regulatory clearance;
            (iv) irrevocable commitments and letters of intent;
            (v) any agreement, arrangement or commitment which imposes obligations only on a Bidder or any person acting in concert with it, other than in the context of a reverse takeover;
            (vi) any agreement relating to any existing employee incentive arrangement; and
            (vii) an agreement between a Bidder and the managers of any of the Target's pension schemes in relation to the future funding of the pension scheme.
            (c) If there is any doubt as to whether any proposed agreement, arrangement or commitment is subject to this Paragraph, the Panel should be consulted at the earliest opportunity.

        • PARAGRAPH 21 PARAGRAPH 21 RESPONSIBILITIES OF THE TARGET AND AN BIDDER REGARDING REGISTRATION PROCEDURES AND PERSONS WITH INTERESTS IN SECURITIES REPRESENTING 1% OR MORE

          (a) The board of the Target should ensure that its registrar complies fully with the procedures set out in this Paragraph and the Guidance Notes below. The board should also ensure prompt registration of transfers during an offer.
          (b) The board of the Target should assist the Panel in identifying persons who are interested in 1% or more of any class of relevant securities of the Target and, promptly after the commencement of an offer period, should provide the Panel with details of all persons who are reasonably considered to be so interested. Such persons should also be sent an explanation of their disclosure obligations under Paragraph 8 at the same time as their details are provided to the Panel.
          (c) Except in cases where it has been announced that any offer is, or is likely to be, in cash, the board of the Bidder should assist the Panel in identifying persons who are interested in 1% or more of any class of relevant securities of the Bidder and, promptly after the announcement that first identifies the Bidder as such, should provide the Panel with details of all persons who are reasonably considered to be so interested. Such persons should be sent an explanation of their disclosure obligations under Paragraph 8 at the same time as their details are provided to the Panel.

          • Guidance Notes on Paragraph 21

            It is essential when determining the result of an offer under the Takeover Rules that appropriate measures are adopted such that all parties to the offer may be confident that the result of the offer is arrived at by an objective procedure which, as far as possible, eliminates areas of doubt. This Guidance is designed to ensure that those acceptances and purchases which may be counted towards fulfilling the acceptance condition and thus included in the certificate are properly identified. Receiving agents are also required to establish appropriate procedures such that acceptances and purchases can be checked against each other and between different categories so that no shareholding will be counted twice.

            The principles and procedures outlined in this Guidance are, except with the prior consent of the Panel, to be followed in all cases. It must be understood that the Panel expects co-operation between the Target's registrar and the Bidder's receiving agent to ensure that the procedures can be undertaken in a timely manner. Co- operation is interpreted to include the provision of data in a form convenient for the receiving agent. For example, if the receiving agent so requests, following the announcement of an offer, the registrar should, if practicable, provide the register in electronic form. Whenever possible, if requested to do so, the registrar should provide, in similar form, details of changes to the register rather than a complete new register.

            Receiving agents will have direct access to the Panel should they believe that there is insufficient co-operation or that they are being given instructions contrary to this Guidance.

            Qualifications for acting as a receiving agent

            A receiving agent to an offer must either have performed the duties of a receiving agent on more than 25 occasions or be an organisation which has satisfied the Panel that it has the experience and resources necessary to act as receiving agent in connection with the relevant offer.

            The provision of the Target's register

            (a) When a firm intention to make an offer is announced, the Target should instruct its registrar to respond within two business days to a request from the Bidder for the provision of the register which should be updated to reflect the position as at the close of business on the date of the request.
            (b) The Target's registrar should also be instructed to keep the register as up-to-date as the register maintenance system will allow. The updating procedures should include, in addition to the registration of transfers, the registration of all changes affecting the register (eg grants of representation, marriage certificates, changes of address, court orders etc.).

            As far as certificated holdings are concerned, the registrar must provide updates, on a daily basis, to the register within two business days after notification of the transfer and, in addition, copies of all documents, which would lead to a change in the last copy register provided to the Bidder must be provided as rapidly. On the final register day* any such information received by the Target's registrar but not yet provided to the Bidder's receiving agent must be made available electronically, where possible, or for collection by the Bidder's receiving agent, at the latest, by noon on the day preceding the final closing date† of the offer.

            From the final register day* until the time that the offer becomes or is declared unconditional as to acceptances or lapses, the Target's registrar should continue to update the register on a daily basis so that all transfers and other documents which have been received by the Target's registrar by 1.00 pm on the final closing date† of the offer are processed by 5.00 pm that day at the latest. In addition, copies of these documents should be sent immediately and electronically, where possible, to the Bidder's receiving agent insofar as not previously notified.
            (d) Arrangements should be made to ensure that the Bidder's receiving agent has access to the Target's registrar at all times, which includes weekends and Bank Holidays, during the period between the final register day* and the time the offer becomes or is declared unconditional as to acceptances or lapses, in order that any queries arising from acceptances and purchases can be investigated and accurate decisions taken.

            *† See definitions at end of Guidance

            The provision of addresses, electronic addresses, elections and other details

            (a) When a firm intention to make an offer is announced, the Target should respond, or instruct its registrar to respond, within two business days to a request from the Bidder for details in respect of:
            (i) electronic addresses provided to the Target by shareholders in the Target for the receipt of documents, announcements and other information in electronic form;
            (ii) addresses, electronic addresses and other information provided to the Target by, or on behalf of, persons with information rights for the receipt of documents, announcements and other information in hard copy form or electronic form;
            (iii) addresses, electronic addresses and other information provided to the Target by any other persons entitled to receive copies of documents, announcements or information for the receipt of such communications in hard copy form or electronic form (including a copy of any register(s) of persons entitled to receive documents under Paragraph 15); and
            (iv) elections made in accordance with applicable legal or regulatory provisions by, or on behalf of, shareholders in the Target, persons with information rights or any other relevant persons to receive communications from the Target in hard copy form,

            provided, in each case, that the relevant address, electronic address, election or other information has been provided to the Target for the receipt of information generally and not only for certain specific types of information.
            (b) The information provided to a Bidder in compliance with (a) above should be updated to reflect the position as at the close of business on the day of the request. The Target shall ensure, or shall instruct its registrar to ensure, that the information described in (a) above is kept as up-to-date as the relevant maintenance system will allow and updates shall be provided to the Bidder, or its receiving agent, in respect of any changes in that information at the same time as updates to the company's register are provided as required above to the Bidder's receiving agent.
            (c) When the information referred to in (a) above is provided to a Bidder by the Target or its registrar, the use of that information by the Bidder for purposes that are not related to the offer may be subject to legal restrictions, including in relation to the protection of data.

            Counting of acceptances

            The Bidder's receiving agent must ensure that all acceptances counted as valid meet the requirements set out Paragraph 10 and any guidance issued thereunder.

            Counting of purchases

            The Bidder's receiving agent must ensure that all purchases counted as valid meet the requirements set out Paragraph 10 and any guidance issued thereunder.

            Offers becoming or being declared unconditional as to acceptances before the final closing date†

            Prior to an offer becoming or being declared unconditional as to acceptances before the final closing date†, the Bidder's receiving agent must ensure that the requirements set out in Paragraph 10 and any guidance issued thereunder have been satisfied.

            Disclaimers in receiving agents' certificates

            Where guidance issued under Paragraph 10 requires a certificate to be issued by a receiving agent, such certificate should be unqualified, save for a disclaimer (if necessary) as to limitations on the responsibility of the receiving agent for the errors of third parties which are not evident from the documents available to the receiving agent. A disclaimer in the following form would normally be acceptable; any variation should be specifically agreed by the Panel in advance:

            "In issuing this certificate we have, where necessary, relied on the following matters:

            (i) certifications of acceptance forms by the Target's registrar; and
            (ii) certifications by the Target's registrar that a transfer of shares has been executed by or on behalf of the registered holder in favour of the Bidder or its nominees.

            As the Bidder's receiving agent and escrow agent, we have examined with due care and attention the information provided to us, and, as appropriate, made due and careful enquiry of relevant persons, in order that we may issue this certificate and have no reason to believe that the information contained in it cannot be relied upon but, subject thereto, we accept no responsibility or liability whatsoever in respect of any error of the Target's registrar or the Bidder's buying broker for the matters set out above to the extent that we have relied upon them in issuing this certificate."

            *final register day — the day two days prior to the final closing date† of an offer.

            †final closing date — the 60th day or other date beyond which the Bidder has stated that its offer will not be extended.

      • DOCUMENTS FROM THE BIDDER AND THE TARGET BOARD

        • PARAGRAPH 22 PARAGRAPH 22 GENERAL OBLIGATIONS AS TO INFORMATION

          • 22.1 SUFFICIENT INFORMATION

            Shareholders must be given sufficient information and advice to enable them to reach a properly informed decision as to the merits or demerits of an offer. Such information must be available to shareholders early enough to enable them to make a decision in good time. No relevant information should be withheld from them. The obligation of the Bidder in these respects towards the shareholders of the Target is no less than a Bidder's obligation towards its own shareholders.

          • 22.2 MAKING DOCUMENTS, ANNOUNCEMENTS AND INFORMATION AVAILABLE TO SHAREHOLDERS, PERSONS WITH INFORMATION RIGHTS

            If a document, an announcement or any information is required to be sent, published or made available to:

            (a) shareholders in the Target; or
            (b) persons with information rights.

          • 22.3 CONSENT TO INCLUSION OF ADVICE, OPINIONS AND REPORTS

            If any document or announcement published in connection with an offer includes:

            (a) the substance of the advice given to the board of the Target or to a Bidder by the independent financial adviser appointed under Paragraph 3.1 or Paragraph 3.2;
            (b) reports on a profit forecast or a quantified financial benefits statement given by reporting accountants and any financial adviser in accordance with Paragraph 27; or
            (c) an opinion on value given by an independent valuer in accordance with Paragraph 28,

            the document or announcement must include a statement that each of the financial adviser(s), the reporting accountants and/or the independent valuer (as appropriate) has given and not withdrawn its consent to the inclusion of its advice, report or opinion (as the case may be) in the relevant document in the form and context in which it is included.

        • PARAGRAPH 23 PARAGRAPH 23 BIDDER DOCUMENTS

          • 23.1 THE OFFER DOCUMENT

            (a) The Bidder must, normally within 28 days of the announcement of a firm intention to make an offer, send an offer document to shareholders in the Target and persons with information rights, in accordance with Paragraph 29.1 and must make the document readily available to the employees themselves. At the same time, both the Bidder and the Target must make the offer document readily available to their employee representatives (or, where there are no employee representatives, to the employees themselves). The Panel must be consulted if the offer document is not to be published within this period.
            (b) On the day of publication, the Bidder must:
            (i) publish the offer document on a website in accordance with Paragraph 25.1; and
            (ii) inform the Panel that the offer document has been so published, following which the Panel will publish notice of this fact on the ADGM website.

          • 23.2 INTENTIONS OF THE BIDDER WITH REGARD TO THE BUSINESS, EMPLOYEES AND PENSION SCHEME(S)

            (a) If the Target has a pension scheme, in the offer document, the Bidder must explain the long term commercial justification for the offer and must state:
            (i) its intentions with regard to the future business of the Target;
            (ii) its intentions with regard to the continued employment of the employees and management of the Target and of its subsidiaries, including any material change in the conditions of employment;
            (iii) its strategic plans for the Target, and their likely repercussions on employment and the locations of the Target's places of business;
            (iv) its intentions with regard to employer contributions into the Target's pension scheme(s) (including with regard to current arrangements for the funding of any scheme deficit), the accrual of benefits for existing members, and the admission of new members;
            (v) its intentions with regard to any redeployment of the fixed assets of the Target; and
            (vi) its intentions with regard to the maintenance of any existing trading facilities for the relevant securities of the Target.
            (b) If the Bidder has no intention to make any changes in relation to the matters described under (a)(ii) to (v) above, or if it considers that its strategic plans for the Target will have no repercussions on employment or the location of the Target's places of business, it must make a statement to that effect.
            (c) Where the Bidder is a company, and insofar as it is affected by the offer, the Bidder must also state its intentions with regard to its future business and comply with (a)(ii) and (iii) with regard to itself.

          • 23.3 23.3 FINANCIAL AND OTHER INFORMATION ON THE BIDDER, THE TARGET AND THE OFFER

            Except with the consent of the Panel:

            (a) where the Bidder is a company incorporated under the Companies Regulations 2015 and its shares are admitted to trading on a Abu Dhabi Global Market's securities exchange, the offer document must contain:
            (i) the names of its directors;
            (ii) the nature of its business and its financial and trading prospects;
            (iii) details of the website address where its audited consolidated accounts for the last two financial years have been published and a statement that the accounts have been incorporated into the offer document by reference to that website in accordance with Paragraph 23.15;
            (iv) details of the website address where any preliminary statement of annual results, half yearly financial report or interim financial information published since the date of its last published audited accounts have been published and a statement that any such statement, report or information has been incorporated into the offer document by reference to that website in accordance with Paragraph 23.15; in the case of a securities exchange offer, a description of any known significant change in its financial or trading position which has occurred since the end of the last financial period for which audited accounts, a preliminary statement of annual results, a half yearly financial report or interim financial information has been published, or provide an appropriate negative statement;
            (v) a statement of the effect of full acceptance of the offer upon its earnings and assets and liabilities; and
            (vi) a summary of the principal contents of each material contract (not being a contract entered into in the ordinary course of business) entered into by the Bidder or any of its subsidiaries during the period beginning two years before the commencement of the offer period, including particulars of dates, parties, terms and conditions and any consideration passing to or from the Bidder or any of its subsidiaries;
            (b) if the Bidder is other than a company referred to in (a) above, the offer document must contain:
            (i) in respect of the Bidder, the information described in (a) above (so far as appropriate) and such further information as the Panel may require in the particular circumstances of the case;
            (ii) in respect of any person who has made (or proposes to make or increase) an investment in the Bidder for the purposes of the offer such that he has or will have a potential direct or indirect interest in any part of the capital of the Target which the Panel regards as equity capital, details of his identity and of his interest in the Bidder and such further information as the Panel may require in the particular circumstances of the case; and
            (iii) in respect of any person not included in (ii) above whose pre existing interest in the Bidder is such that he has a potential direct or indirect interest of 5% or more in any part of the capital of the Target which the Panel regards as equity capital, details of his identity and of his interest in the Bidder and such further information as the Panel may require in the particular circumstances of the case;
            (c) the offer document must contain summary details of any current ratings and outlooks publicly accorded to the Bidder and the Target by ratings agencies prior to the commencement of the offer period, any changes made to previous ratings or outlooks during the offer period, and a summary of the reasons given, if any, for any such changes;
            (d) the offer document (including, where relevant, any revised offer document) must include:
            (i) a heading stating "If you are in doubt about this offer you should consult an independent financial adviser authorised under the Financial Services and Markets Regulations 2015";
            (ii) the date when the document is published, the name and address of the Bidder (including, where the Bidder is a company, the type of company and the address of its registered office);
            (iii) the identity of any person acting in concert with the Bidder and, to the extent that it is known, the Target, including, in the case of a company, its type, registered office and relationship with the Bidder and, where possible, with the Target;
            (iv) details of each class of security for which the offer is made, including whether those securities will be transferred "cum" or "ex" any dividend and the maximum and minimum percentages of those securities which the Bidder undertakes to acquire;
            (v) the terms of the offer, including the consideration offered for each class of security, the total consideration offered and particulars of the way in which the consideration is to be paid in accordance with Paragraph 30.8 or, in the case of a scheme of arrangement, see Paragraph 38.10;
            (vi) all conditions to which the offer is subject;
            (vii) particulars of all documents required, and procedures to be followed, for acceptance of the offer or, in the case of a scheme of arrangement, for voting;
            (viii) the middle market quotations for the securities to be acquired, and (in the case of a securities exchange offer) securities offered, for the first business day in each of the six months immediately before the date of the offer document, for the last business day before the commencement of the offer period and for the latest available date before the publication of the offer document, together with the source (or, if any of the securities are not admitted to trading, any information available as to the number and price of transactions which have taken place during the preceding six months, together with the source, or an appropriate negative statement);
            (ix) details of any agreements or arrangements to which the Bidder is party which relate to the circumstances in which it may or may not invoke or seek to invoke a condition to its offer and the consequences of its doing so, including details of any break fees payable as a result;
            (x) details of any irrevocable commitment or letter of intent which the Bidder or any person acting in concert with it has procured in relation to relevant securities of the Target (or, if appropriate, the Bidder);
            (xi) in the case of a securities exchange offer, full particulars of the securities being offered, including the rights attaching to them, the first dividend or interest payment in which the securities will participate and how the securities will rank for dividends or interest, capital and redemption; a statement indicating the effect of acceptance on the capital and income position of the Target's shareholders; and details of any applications for admission to listing or admission to trading that have been or will be made in any jurisdiction in respect of the securities;
            (xii) a summary of the provisions of Paragraph 8 (see the ADGM website);
            (xiii) the national law which will govern contracts concluded between the Bidder and holders of the Target's securities as a result of the offer and the competent courts;
            (xiv) any post offer undertaking made by the Bidder (see Paragraph 18.7);
            (xv) a summary of any offer related arrangement or other agreement, arrangement or commitment permitted under, or excluded from, Paragraph 20.2;
            (xvi) a list of the documents which the Bidder has published on a website in accordance with Paragraphs 25.2 and 25.3 and the address of the website on which the documents are published; and
            (xvii) any profit forecast or quantified financial benefits statement, and any related reports or confirmations, required by Paragraph 28;
            (e) the offer document must contain information on the Target on the same basis as set out in (a)(i) to (v) above;
            (f) the offer document must contain a description of how the offer is to be financed and the source(s) of the finance. Details must be provided of the debt facilities or other instruments entered into in order to finance the offer and to refinance the existing debt or working capital facilities of the Target and, in particular:
            (i) the amount of each facility or instrument;
            (ii) the repayment terms;
            (iii) interest rates, including any "step up" or other variation provided for;
            (iv) any security provided;
            (v) a summary of the key covenants;
            (vi) the names of the principal financing banks; and
            (vii) if applicable, details of the time by which the Bidder will be required to refinance the acquisition facilities and of the consequences of its not doing so by that time; and
            (g) if any document published by the Bidder contains a comparison of the value of the offer with previous prices of the Target's shares, a comparison between the current value of the offer and the price of the Target's shares on the last business day prior to the commencement of the offer period must be prominently included, no matter what other comparisons are made.

            • Guidance Notes on Paragraph 23.3

              Where the Bidder is a subsidiary company

              The Panel will normally look through subsidiaries whose securities are not admitted to trading in interpreting this Paragraph unless, with the agreement of the Panel, the subsidiary in question is regarded as being of sufficient substance in relation to the group and the offer. Accordingly if the Bidder is part of a group, information will normally be required on the ultimate holding company in the form of group accounts.

              Further information requirements

              (a) For the purposes of paragraphs (ii) and (iii) of Paragraph 24.3(b), the expression "person" will normally include the ultimate owner(s), and persons having control (as defined), of the Bidder if not already included under paragraphs (ii) or (iii). Whilst the precise nature of the further information which may be required to be disclosed under paragraphs (i), (ii) or (iii) of Paragraph 24.3(b) in any particular case will depend on the circumstances of that case, the Panel would normally expect it to include a general description of the business interests of the Bidder and/or other person(s) concerned and details of those assets which the Panel considers may be relevant to the business of the Target.
              (b) The Panel must be consulted in advance in any case to which Paragraph 24.3(b) applies, or may apply regarding the application of its provisions to that particular case. Where information is incorporated into the offer document by reference to another source, the Panel will normally require that information to be available in the English language.

              Persons acting in concert

              For the purposes of Paragraph 24.3(d)(iii), the identity of a person acting in concert with the Bidder or the Target must be disclosed if the Target shareholders need details of that person in order to reach a properly informed decision on the offer. Disclosure will normally include: a person who is interested in shares in the Target and (in the case of a securities exchange offer only) the Bidder; any person with whom the Bidder or the Target and any person acting in concert with either of them has any arrangement of the kind referred to in Note 11 on the definition of acting in concert; any financial adviser which is advising the Bidder or the Target in relation to the offer; and any corporate broker to either of them. In cases of doubt, the Panel should be consulted.

              Offers made under Paragraph 9

              When an offer is made under Paragraph 9, the information required under Paragraph 24.3(d)(v) must include the method employed under Paragraph 9.4 in calculating the consideration offered.

          • 23.4 23.4 INTERESTS AND DEALINGS

            (a) The offer document must state:
            (i) details of any relevant securities of the Target in which the Bidder has an interest or in respect of which he has a right to subscribe, specifying the nature of the interests or rights concerned (see Paragraph 8.8). Similar details of any short positions (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery, must also be stated;
            (ii) the same details as in (i) above in relation to each of:
            (A) the directors of the Bidder;
            (B) any other person acting in concert with the Bidder; and
            (C) any person with whom the Bidder or any person acting in concert with the Bidder has any arrangement of the kind referred to in Note 11 on the definition of acting in concert;
            (iii) in the case of a securities exchange offer, the same details as in (i) above in respect of any relevant securities of the Bidder in relation to each of the persons listed in (ii) above; and
            (iv) details of any relevant securities of the Target and (in the case of a securities exchange offer only) the Bidder which the Bidder or any person acting in concert with it has borrowed or lent (including for these purposes any financial collateral arrangements of the kind referred to in Paragraph 4.6 and any guidance issued thereunder), save for any borrowed shares which have been either on lent or sold.
            (b) If, in the case of any of the persons referred to in Paragraph 23.4(a), there are no interests or short positions to be disclosed, this fact should be stated. This will not apply to category (a)(ii)(c) if there are no such arrangements.
            (c) If any person referred to in Paragraph 23.4(a) has dealt in any relevant securities of the Target (or, in the case of a securities exchange offer only, of the Bidder) during the period beginning 12 months prior to the offer period and ending with the latest practicable date prior to the publication of the offer document, the details, including dates, must be stated (see Paragraph 8.8). If no such dealings have taken place, this fact should be stated.

            • Guidance Notes to Paragraph 24.4

              In the case of directors, the disclosure should include details of all interests, short positions and borrowings of any other person whose interests in shares the director is taken to be interested in pursuant to Part 21 of the Companies Regulations 2015.

          • 23.5 DIRECTORS' EMOLUMENTS

            The offer document must state (in the case of a securities exchange offer only) whether and in what manner the emoluments of the Bidder directors will be affected by the acquisition of the Target or by any other associated transaction. If there will be no effect, this must be stated.

          • 23.6 SPECIAL ARRANGEMENTS

            Unless otherwise agreed with the Panel, the offer document must contain a statement as to whether or not any agreement, arrangement or understanding (including any compensation arrangement) exists between the Bidder or any person acting in concert with it and any of the directors, recent directors, shareholders or recent shareholders of the Target, or any person interested or recently interested in shares of the Target, having any connection with or dependence upon the offer, and full particulars of any such agreement, arrangement or understanding.

            See also Paragraph 15.2.

          • 23.7 INCORPORATION OF OBLIGATIONS AND RIGHTS

            The offer document must state the time allowed for acceptance of the offer and any alternative offer and must incorporate language which appropriately reflects Notes 4-8 on Paragraph 10 and those parts of Paragraphs 12.5(a), 12.6 (if applicable), 16 and 3033 which impose timing obligations or confer rights or impose restrictions on Bidders, Target companies or shareholders of Target companies.


            2 This Paragraph is disapplied in a scheme.

          • 23.8 CASH CONFIRMATION

            When the offer is for cash or includes an element of cash, the offer document must include confirmation by an appropriate third party (eg the Bidder's bank or financial adviser) that resources are available to the Bidder sufficient to satisfy full acceptance of the offer. (The party confirming that resources are available will not be expected to produce the cash itself if, in giving the confirmation, it acted responsibly and took all reasonable steps to assure itself that the cash was available.)

          • 23.9 ULTIMATE OWNER OF SECURITIES ACQUIRED

            Unless otherwise agreed with the Panel, the offer document must contain a statement as to whether or not any securities acquired in pursuance of the offer will be transferred to any other persons, together with the names of the parties to any such agreement, arrangement or understanding and particulars of all interests in the securities of the Target held by such persons, or a statement that no such interests are held.

          • 23.10 ADMISSION TO LISTING AND ADMISSION TO TRADING CONDITIONS*

            Where securities are offered as consideration and it is intended that they should be admitted to listing on the Official List and/or to trading on a recognised investment exchange in Abu Dhabi Global Market, the relevant admission to listing and/or trading condition should, except with the consent of the Panel, be in terms which ensure that it is capable of being satisfied only when the decision to admit the securities to listing or trading has been announced by the Financial Services Regulator and/or the relevant investment exchange, as applicable. Where securities are offered as consideration and it is intended that they should be admitted to listing or to trading on any investment exchange or market outside Abu Dhabi Global Market, the Panel should be consulted.

          • 23.11 ESTIMATED VALUE OF UNQUOTED PAPER CONSIDERATION

            When the offer involves the issue of securities of a class which is not admitted to trading, the offer document and any subsequent circular from the Bidder must contain an estimate of the value of such securities by an appropriate adviser.

          • 23.12 NO SET OFF OF CONSIDERATION

            The offer document must contain a statement to the effect that, except with the consent of the Panel, settlement of the consideration to which any shareholder is entitled under the offer will be implemented in full in accordance with the terms of the offer without regard to any lien, right of set off, counterclaim or other analogous right to which the Bidder may otherwise be, or claim to be, entitled against such shareholder.

            The Panel would only grant consent in exceptional circumstances and where all shareholders were to be treated similarly.

          • 23.13 ARRANGEMENTS IN RELATION TO DEALINGS

            The offer document must disclose any arrangements of the kind referred to in Guidance Note 11 on the definition of acting in concert which exist between the Bidder, or any person acting in concert with the Bidder, and any other person; if there are no such arrangements, this should be stated.

          • 23.14 CASH UNDERWRITTEN ALTERNATIVES WHICH MAY BE SHUT OFF*

            The procedure for acceptance of a cash underwritten alternative which is capable of being shut off must be prominently stated in relevant documents and acceptance forms. In particular, it must be made clear (in the offer document, the acceptance form and any subsequent documents) whether shareholders must lodge their certificates by the closing date of the cash underwritten alternative, in addition to their completed acceptance forms, in order to receive cash.

          • 23.15 INCORPORATION OF INFORMATION BY REFERENCE

            (a) In addition to the requirements under Paragraphs 23.3(a)(iii) and (iv) (and, insofar as they refer to Paragraphs 23.3(a)(iii) and (iv), Paragraphs 24.3(b) and (e)) for certain information to be incorporated into an offer document by reference to a website, information that is required to be included in a document under other Paragraphs may be incorporated by reference to another source with the Panel's consent.
            (b) Information that is incorporated into a document by reference to another source must be published on a website by no later than the date on which the document is published. The information published on a website must be published:
            (i) in a form that may be printed, read and retained by the person to whom the document must be sent; and
            (ii) in a "read only" format so that it may not be amended or altered in any way.
            (c) If a person is sent a document which incorporates information by reference to another source, that person may request a copy of the information so incorporated in hard copy form. If such a request is made, the party which published the document must ensure that a copy of the requested information is sent to the relevant person in hard copy form as soon as possible and in any event within two business days of the request being received by the relevant party.
            (d) Any document which incorporates information by reference to another source (and any related website notification) must contain a statement that a shareholder, person with information rights or other person to whom it is sent may request a copy of any such information in hard copy form. Attention should be drawn to the fact that a hard copy of the information will not be sent to that person unless requested and details must be provided of how a hard copy may be obtained (including an address in the Abu Dhabi Global Market and a telephone number to which requests may be submitted).

          • 23.16 FEES AND EXPENSES

            (a) The offer document must contain an estimate of the aggregate fees and expenses expected to be incurred by the Bidder in connection with the offer and, in addition, separate estimates of the fees and expenses expected to be incurred in relation to:
            (i) financing arrangements;
            (ii) financial and corporate broking advice;
            (iii) legal advice;
            (iv) accounting advice;
            (v) public relations advice;
            (vi) other professional services (including, for example, management consultants, actuaries and specialist valuers); and
            (vii) other costs and expenses.
            (b) Where any fee is variable between defined limits, a range must be given in respect of the aggregate fees and expenses and of the fees and expenses of each relevant category, setting out the expected maximum and minimum amounts payable.
            (c) Where the fees and expenses payable within a particular category are likely to exceed the estimated maximum previously disclosed by 10% or more, the Bidder must promptly disclose to the Panel revised estimates of the aggregate fees and expenses expected to be incurred in relation to the offer and of the fees and expenses expected to be incurred within that category. The Panel may require the public disclosure of such revised estimates where it considers this to be appropriate.
            (d) Where the final fees and expenses actually paid within a particular category exceed the amount publicly disclosed as the estimated maximum payable by 10% or more, the Bidder must promptly disclose to the Panel the final amount paid in respect of that category. The Panel may require the public disclosure of such final amount where it considers this to be appropriate.

        • PARAGRAPH 24 PARAGRAPH 24 TARGET BOARD CIRCULARS

          • 24.1 24.1 THE TARGET BOARD CIRCULAR

            (a) The board of the Target must, normally within 14 days of the publication of the offer document, send a circular to shareholders in the Target and persons with information rights, in accordance with Paragraph 29.1. At the same time, the Target must make the circular readily available to its employee representatives (or, where there are no employee representatives, to the employees themselves).
            (b) On the day of publication, the Target must:
            (i) publish the Target board circular on a website in accordance with Paragraph 25.1; and
            (ii) send to the Panel for publication on the ADGM website an announcement that the Target board circular has been so published.

            • Guidance on Paragraph 24.1

              Where there is no separate Target board circular

              Where the Target board circular is combined with the offer document, Paragraph 24.1 will not apply. However, Paragraphs 24.2 to 24.9 will apply to the combined document.

          • 24.2 VIEWS OF THE TARGET BOARD ON THE OFFER, INCLUDING THE BIDDER'S PLANS FOR THE COMPANY AND ITS EMPLOYEES

            (a) The Target board circular must set out the opinion of the board on the offer (including any alternative offers) and the board's reasons for forming its opinion and must include its views on:
            (i) the effects of implementation of the offer on all the company's interests, including, specifically, employment; and
            (ii) the Bidder's strategic plans for the Target and their likely repercussions on employment and the locations of the Target's places of business, as set out in the offer document pursuant to Paragraph 23.2.
            (b) In addition, the circular must include the substance of the advice given to the board of the Target by the independent adviser appointed under Paragraph 3.1.

          • 24.3 FINANCIAL AND OTHER INFORMATION

            The Target board circular must contain a description of any known significant change in the financial or trading position of the Target which has occurred since the end of the last financial period for which audited accounts, a preliminary statement of annual results, a half yearly financial report or interim financial information has been published, or provide an appropriate negative statement.

          • 24.4 INTERESTS AND DEALINGS

            (a) The Target board circular must state:
            (i) details of any relevant securities of the Bidder in which the Target or any of the directors of the Target has an interest or in respect of which it or he has a right to subscribe, in each case specifying the nature of the interests or rights concerned (see Paragraph 8.8). Similar details of any short positions (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery, must also be stated;
            (ii) the same details as in (i) above in respect of any relevant securities of the Target in relation to each of:
            (a) the directors of the Target;
            (b) any other person acting in concert with the Target; and
            (c) any person with whom the Target or any person acting in concert with the Target has an arrangement of the kind referred to in Note 11 on the definition of acting in concert;
            (iii) in the case of a securities exchange offer, the same details as in (i) above in respect of any relevant securities of the Bidder in relation to each of the persons listed in (ii)(b) and (c) above;
            (iv) details of any relevant securities of the Target and (in the case of a securities exchange offer only) the Bidder which the Target or any person acting in concert with the Target has borrowed or lent (including for these purposes any financial collateral arrangements of the kind contemplated by Paragraph 4.6), save for any borrowed shares which have been either on lent or sold; and
            (v) whether the directors of the Target intend, in respect of their own beneficial shareholdings, to accept the offer (and, if there are alternative offers, and if so required by the Panel, which alternative they intend to elect for) or to reject the offer.
            (b) If, in the case of any of the persons referred to in Paragraph 24.4(a), there are no interests or short positions to be disclosed, this fact should be stated. This will not apply to category (a)(ii)(c) if there are no such arrangements.
            (c) If any person referred to in Paragraph 24.4(a)(i) has dealt in any relevant securities of the Target or the Bidder between the start of the offer period and the latest practicable date prior to the publication of the circular, the details, including dates, must be stated (see Paragraph 8.8). If any person referred to in Paragraph 25.4(a)(ii)(b) to (c) has dealt in relevant securities of the Target (or, in the case of a securities exchange offer only, the Bidder) during the same period, similar details must be stated. In all cases, if no such dealings have taken place this fact should be stated.

          • 24.5 DIRECTORS' SERVICE CONTRACTS

            (a) The Target board circular must contain particulars of all service contracts of any director or proposed director of the Target with the company or any of its subsidiaries. If there are none, this should be stated.
            (b) If any such contracts have been entered into or amended within 6 months of the date of the document, particulars must be given in respect of the earlier contracts (if any) which have been replaced or amended as well as in respect of the current contracts. If there have been none, this should be stated.

          • 24.6 ARRANGEMENTS IN RELATION TO DEALINGS

            The Target board circular must disclose any arrangements of the kind referred to in Note 11 on the definition of acting in concert which exist between the Target, or any person acting in concert with the Target, and any other person; if there are no such arrangements, this should be stated.

          • 24.7 OTHER INFORMATION

            The Target board circular must contain:

            (a) a summary of the principal contents of each material contract (not being a contract entered into in the ordinary course of business) entered into by the Target or any of its subsidiaries during the period beginning two years before the commencement of the offer period, including particulars of dates, parties, terms and conditions and any consideration passing to or from the Target or any of its subsidiaries;
            (b) details of any irrevocable commitment or letter of intent which the Target or any person acting in concert with it has procured in relation to relevant securities of the Target (or, if appropriate, the Bidder);
            (c) a list of the documents which the Target has published on a website in accordance with Paragraphs 25.2 and 25.3 and the address of the website on which the documents are published; and
            (d) any profit forecast or quantified financial benefits statement and any related reports or confirmations required by Paragraph 27.

          • 24.8 FEES AND EXPENSES

            The Target board circular must contain an estimate of the aggregate fees and expenses expected to be incurred by the Target in connection with the offer and, in addition, separate estimates of the fees and expenses expected to be incurred in relation to the matters specified in paragraphs (ii) to (vii) of Paragraph 23.16(a). The other provisions of Paragraph 23.16 and also apply as if references to the Bidder were references to the Target.

        • PARAGRAPH 25 PARAGRAPH 25 DOCUMENTS TO BE PUBLISHED ON A WEBSITE

          • 25.1 DOCUMENTS, ANNOUNCEMENTS AND INFORMATION TO BE PUBLISHED ON A WEBSITE DURING AN OFFER

            (a) The following documents, announcements and information must be published on a website by the Bidder or Target, as relevant, by no later than 12 noon on the business day following the date of the relevant document, announcement or information:
            (i) any document or information in relation to an offer sent to shareholders, persons with information rights or other relevant persons in accordance with Paragraph 29.1; or
            (ii) any announcement published on the ADGM website in connection with the offer (whether related to the offer or not).
            (b) Any such document, announcement or information must include the address of the website on which it will be published. This address must be for either the webpage on which the relevant document, announcement or information may be found or a webpage which includes a clear link to the relevant webpage.

          • 25.2 DOCUMENTS TO BE PUBLISHED ON A WEBSITE FOLLOWING THE ANNOUNCEMENT OF A FIRM OFFER

            The following documents must be published on a website by no later than 12 noon on the business day following the announcement of a firm intention to make an offer (or, if later, the date of the relevant document):

            (a) any irrevocable commitment or letter of intent procured by the Bidder or Target (as appropriate) or any person acting in concert with it;
            (b) any documents relating to the financing of the offer (Paragraph 23.3(f));
            (c) any agreements or arrangements, or, if not reduced to writing, a memorandum of the terms of such agreements or arrangements, of the kind referred to in Note 11 on the definition of acting in concert;
            (d) any offer related arrangement or other agreement, arrangement or commitment permitted under, or excluded from, Paragraph 20.2; and
            (e) any agreements or arrangements, or, if not reduced to writing, a memorandum of all the terms of such agreements or arrangements, which relate to the circumstances in which the Bidder may or may not invoke or seek to invoke a pre condition or a condition to its offer (Paragraph 2.7(c)(iv)).

          • 25.3 DOCUMENTS TO BE PUBLISHED ON A WEBSITE FOLLOWING THE MAKING OF AN OFFER

            The following documents must be published on a website from the time the offer document or Target board circular, as appropriate, is published (or, if later, the date of the relevant document):

            (a) memorandum and articles of association of the Bidder or the Target or equivalent documents;
            (b) any report, letter, valuation or other document any part of which is exhibited or referred to in any document published by or on behalf of the Bidder or the Target (other than the service contracts of Target directors and any material contracts that are not entered into in connection with the offer);
            (c) any written consents of an independent financial adviser to the inclusion of its advice in the relevant document in the form and context in which it is included (Paragraph 23.3(a));
            (d) any material contract entered into by a Bidder or the Target, or any of their respective subsidiaries, in connection with the offer that is:
            (i) described in the offer document or Target board circular (as appropriate) in compliance with Paragraph 23.3(a), Paragraph 23.3(b) or Paragraph 24.7(a); or
            (ii) entered into after the publication of the offer document or Target board circular (as appropriate);
            (e) where a profit forecast or quantified financial benefits statement has been published:
            (i) the reports of the reporting accountants and of the financial advisers (Paragraphs 27.1(a) and (b)); and
            (ii) the written consents of the reporting accountants and of the financial advisers to the inclusion of their reports in the relevant document in the form and context in which they are included (Paragraph 22.3(b)) and, if appropriate, the confirmations that their reports continue to apply (Paragraph 27.2(d));
            (f) where an asset valuation has been published:
            (i) the valuation certificate and associated report or schedule containing details of the aggregate valuation (Paragraph 28.5(c)); and
            (ii) the written consent of the independent valuer to the inclusion of its opinion on value in the relevant document in the form and context in which it is included (Paragraph 22.3(c)) and, if appropriate, the confirmation that its report continues to apply (Paragraph 26.2(d));
            (g) where the Panel has given consent to aggregation of dealings, a full list of all dealings; and
            (h) all derivative contracts which in whole or in part have been disclosed under Paragraphs 23.4(a) and (c) and 24.4(a) and (c) or in accordance with Paragraphs 8.1, 8.2 or 8.4. Documents in respect of the last mentioned must be published from the time the offer document or the Target board circular is published or from the time of disclosure, whichever is the later.

        • PARAGRAPH 26 PARAGRAPH 26 MATERIAL CHANGES AND SUBSEQUENT DOCUMENTS

          • 26.1 MATERIAL CHANGES

            (a) Except with the consent of the Panel, following the publication of the initial offer document or Target board circular (as appropriate) and until the end of the offer period, the Bidder or the Target (as appropriate) must promptly announce:
            (i) any changes in information disclosed in any document or announcement published by it in connection with the offer which are material in the context of that document or announcement; and
            (ii) any material new information which would have been required to have been disclosed in any previous document or announcement published during the offer period, had it been known at the time.
            (b) Where an announcement is required to be made under Paragraph 26.1(a), the Panel may, in addition, require a document setting out the relevant information to be:
            (i) sent to shareholders in the Target and persons with information rights; and
            (ii) made readily available to the Target's employees.

          • 26.2 SUBSEQUENT DOCUMENTS

            (a) If, following the publication of the initial offer document or Target board circular (as appropriate) and before the end of the offer period, a Bidder or the Target publishes any subsequent document in connection with the offer, that document must include:
            (i) any changes in information disclosed in any previous document published by it in connection with the offer which are material in the context of that document (or a statement that there have been no such material changes); and
            (ii) details of any material changes to the matters listed in Paragraph 26.2(b) (in the case of a Bidder) or in Paragraph 26.2(c) (in the case of the Target) which have occurred since the publication of any previous document published by it in connection with the offer (or a statement that there have been no such material changes).
            (b) In the case of a Bidder, the matters referred to in Paragraph 26.2(a)(ii) are as follows:
            (i) its intentions with regard to the matters referred to in Paragraph 23.2;
            (ii) any known significant change in its or the Target's financial or trading position (to the extent required under Paragraph 23.3(a)(v));
            (iii) material contracts (Paragraph 23.3(a)(vii));
            (iv) ratings and outlooks (Paragraph 23.3(c));
            (v) the terms of the offer (Paragraph 23.3(d)(v));
            (vi) any agreements or arrangements which relate to the invocation of the conditions to its offer (Paragraph 23.3(d)(ix));
            (vii) irrevocable commitments and letters of intent (Paragraph 23.3(d)(x));
            (viii) post offer undertakings (Paragraph 23.3(d)(xv));
            (ix) any offer related arrangements etc. permitted under, or excluded from, Paragraph 20.2 (Paragraph 23.3(d)(xvi));
            (x) profit forecasts and quantified financial benefits statements (Paragraph 23.3(d)(xviii));
            (xi) financing arrangements (Paragraph 23.3(f));
            (xii) interests and dealings in relevant securities (Paragraph 23.4);
            (xiii) the effect of the offer on the emoluments of the Bidder's directors (Paragraph 23.5);
            (xiv) any special arrangements, including management incentivisation arrangements (Paragraph 15.2 and Paragraph 23.6);
            (xv) the ultimate owner of any securities acquired (Paragraph 23.9);
            (xvi) any arrangements of the kind referred to in Note 11 on the definition of acting in concert (Paragraph 23.13); and
            (xvii) fees and expenses (to the extent required under Paragraph 23.16).
            (c) In the case of the Target, the matters referred to in Paragraph 26.2(a)(ii) are as follows:
            (i) its opinion on the offer and the other matters referred to in Paragraph 24.2(a);
            (ii) the substance of the independent financial adviser's advice (Paragraph 24.2(b));
            (iii) any known significant changes in its financial or trading position (Paragraph 24.3);
            (iv) interests and dealings in relevant securities (Paragraph 24.4);
            (v) the service contracts of the Target's directors (Paragraph 24.5);
            (vi) any arrangements of the kind referred to in Note 11 on the definition of acting in concert (Paragraph 24.6);
            (vii) material contracts (Paragraph 24.7(a));
            (viii) irrevocable commitments and letters of intent (Paragraph 24.7(b));
            (ix) post offer undertakings and post offer intention statements (Paragraph 24.7(c));
            (x) profit forecasts and quantified financial benefits statements (Paragraph 25.7(e)); and
            (xi) fees and expenses (to the extent required under Paragraph 24.8).
            (d) If any document or announcement published by the Bidder or the Target included a profit forecast, a quantified financial benefits statement or an asset valuation, any document subsequently published by that party in connection with the offer must, unless superseded by information included in the new document, include a statement by the directors of that party confirming:
            (i) that the profit forecast, quantified financial benefits statement or asset valuation (as appropriate) remains valid;
            (ii) where reports were obtained on a profit forecast or quantified financial benefits statement, that the reporting accountants and financial adviser(s) have confirmed that their reports continue to apply; and
            (iii) where an opinion on value was obtained on an asset valuation, that the independent valuer has confirmed that its opinion continues to apply.

      • PROFIT FORECASTS AND QUANTIFIED FINANCIAL BENEFITS STATEMENTS

        • PARAGRAPH 27 PARAGRAPH 27

          NB The requirements of Paragraph 27 do not apply to a profit forecast or a quantified financial benefits statement published by a cash Bidder.

          • 27.1 REQUIREMENTS FOR PROFIT FORECASTS AND QUANTIFIED FINANCIAL BENEFITS STATEMENTS

            (a) Except with the consent of the Panel, if, during an offer period (or in an announcement which commences an offer period), the Target or a securities exchange Bidder publishes a profit forecast or a quantified financial benefits statement, the document or announcement in which the forecast or statement is first published must include:
            (i) a report from its reporting accountants stating that, in their opinion, the forecast or statement has been properly compiled on the basis stated and (in the case of a profit forecast only) that the basis of accounting used is consistent with the company's accounting policies; and
            (ii) a report from its financial adviser(s) stating that, in its (or their) opinion, the forecast or statement has been prepared with due care and consideration.
            (b) Except with the consent of the Panel, if the Target or a securities exchange Bidder published a profit forecast before the offer period commenced but after it received or made an approach with regard to a possible offer, the offer document or Target board circular (as appropriate), or any earlier document or announcement published during the offer period in which the profit forecast is referred to, must repeat the profit forecast and include the reports from its reporting accountants and financial adviser(s) specified in Paragraph 27.1(a)(i) and (ii).
            (c) Except with the consent of the Panel, if the Target or a securities exchange Bidder published a profit forecast before it received or made an approach with regard to a possible offer, the offer document or Target board circular (as appropriate), or any earlier document or announcement published during the offer period in which the profit forecast is referred to, must:
            (i) repeat the profit forecast and include a statement by the directors that it remains valid and confirmations by the directors that the profit forecast has been properly compiled on the basis of the assumptions stated and that the basis of accounting used is consistent with the company's accounting policies (the "directors' confirmations"); or
            (ii) include a statement by the directors that the profit forecast is no longer valid and an explanation of why that is the case; or
            (iii) include a new profit forecast for the relevant period and the reports from its reporting accountants and financial adviser(s) specified in Paragraph 27.1(a)(i) and (ii).
            (d) See also Paragraph 27.2(b).

          • 27.2 PROFIT FORECASTS FOR FUTURE FINANCIAL PERIODS

            (a) The Panel will normally grant a dispensation from the requirement to include reports from reporting accountants and the financial adviser(s) in the case of a profit forecast for a financial period ending more than 15 months from the date on which it is, or was, first published. Where such a dispensation is granted, the offer document or Target board circular (as appropriate), or any earlier document or announcement published during the offer period in which the profit forecast is referred to or first published, must include the directors' confirmations referred to in Paragraph 27.1(c)(i). Alternatively, in the case of a profit forecast which was published before the offer period commenced, the document or announcement may include a statement by the directors that the profit forecast is no longer valid and an explanation of why that is the case.
            (b) Except with the consent of the Panel, if, during the offer period (or in an announcement which commences an offer period), the Target or a securities exchange Bidder either publishes for the first time or repeats a profit forecast for a future financial year, the document or announcement must include a corresponding profit forecast for the current financial year and for each intervening financial year. The requirements of Paragraph 27.1(a), (b) or (c)(i) (as appropriate) will apply to each such forecast for a financial year ending 15 months or less from the date on which it is, or was, first published and the requirements of Paragraph 27.2(a) will normally apply to each such forecast for a financial year ending more than 15 months from the date on which it is, or was, first published.

          • 27.3 COMPILATION OF PROFIT FORECASTS AND QUANTIFIED FINANCIAL BENEFITS STATEMENTS

            (a) Any profit forecast or quantified financial benefits statement must be properly compiled and must be prepared with due care and consideration. The profit forecast or quantified financial benefits statement, and the assumptions on which it is based, are the responsibility of the relevant party to the offer and its directors.
            (b) A profit forecast (and the assumptions stated) or a quantified financial benefits statement (and the details included in accordance with Paragraph 27.6) must be:
            (i) understandable: it must not be so complex or include such extensive disclosure that it cannot be readily understood;
            (ii) reliable: it must be supported by a thorough analysis of the Target's and/or the Bidder's business and must represent factual and not hypothetical strategies, plans and risk analysis; and
            (iii) comparable (in the case of a profit forecast only): it should be capable of justification by comparison with outcomes in the form of historical financial information.
            (c) A forecast of profit before tax should disclose separately any non recurrent items and tax charges if they are expected to be abnormally high or low.

          • 27.4 ASSUMPTIONS AND BASES OF BELIEF

            (a) When a profit forecast is included in any document or announcement published during an offer period (or in an announcement which commences an offer period), the document or announcement must include the principal assumptions on which the profit forecast is based.
            (b) The assumptions included for a profit forecast or bases of belief included for a quantified financial benefits statement should provide useful information as to its reasonableness and reliability. They must:
            (i) be readily understandable;
            (ii) be specific and precise; and
            (iii) not relate to the general accuracy of the estimates underlying the profit forecast or the quantified financial benefits statement.
            (c) There must be a clear distinction between assumptions or bases of belief about factors which the directors (or other members of the company's management) can influence and those which they cannot influence.

          • 27.5 PROFIT ESTIMATES

            Paragraph 27.1 does not apply to a profit estimate included in:

            (a) a preliminary statement of annual results which complies with the relevant provisions of the Listing Regulations;
            (b) a half yearly financial report which complies with the relevant provisions of the rules of ADGM's securities exchange; or
            (c) an interim management statement, or other interim financial information, which is published by virtue of a regulatory requirement and which has been prepared in accordance with the reporting framework set out in International Accounting Standard 34.

          • 27.6 DISCLOSURE REQUIREMENTS FOR QUANTIFIED FINANCIAL BENEFITS STATEMENTS

            When a quantified financial benefits statement is included in any document or announcement published during an offer period (or in an announcement which commences an offer period), the document or announcement must include:

            (a) the bases of belief supporting the statement (identifying the principal assumptions and sources of information);
            (b) an analysis, explanation and quantification of the constituent elements sufficient to enable the context and relative importance of those elements to be understood;
            (c) a base figure where any comparison is made with historical financial performance or with existing cost bases and structures;
            (d) details of any disbenefits expected to arise;
            (e) in the case of a statement falling under paragraph (a) of the definition of a "quantified financial benefits statement", a statement that the expected financial benefits will accrue as a direct result of the success of the offer and could not be achieved independently of the offer;
            (f) an indication of when the financial benefits are expected to be realised;
            (g) an indication of whether the expected financial benefits will be recurring, clearly identifying any non recurring benefit(s); and
            (h) the recurring and non recurring costs of realising the expected financial benefits.

          • 27.7 PUBLICATION OF INVESTMENT ANALYSTS' FORECASTS ON WEBSITES

            (a) Where, during the offer period, the Target or a securities exchange Bidder publishes on its website profit forecasts relating to it that are derived from investment analysts' forecasts, the forecasts on the website must be based on all forecasts provided by investment analysts who have published such forecasts, excluding:
            (i) any forecasts which pre date the publication of the company's latest preliminary statement of annual results or half yearly financial report (as appropriate); and
            (ii) any forecasts by investment analysts whose employer is controlled by, controls or is under the same control as any party to the offer or a connected adviser to any party to the offer.
            (b) In addition to the exclusions in paragraph (a), an investment analyst's forecast may exceptionally be excluded from the forecasts on the company's website if it is wholly anomalous or has been prepared on a wholly different basis from that of the other investment analysts.
            (c) Except with the consent of the Panel, the following requirements must be complied with (failing which, all investment analysts' forecasts must be removed from the website upon the commencement of the offer period):
            (i) for each line in respect of which forecasts are published on the website, the highest and lowest figures forecast by any investment analyst must be stated, together with the arithmetic mean of all investment analysts' forecasts (a "consensus forecast");
            (ii) the name of each organisation whose forecasts have been included in the calculation of the consensus forecast, and the dates of the forecasts, must be stated;
            (iii) if any analyst's forecast has been excluded from the calculation of the consensus forecast, the name of the organisation, the date of the forecast and the reason for its exclusion, must be stated;
            (iv) during the offer period, the relevant section of the website must be kept up to date by including any new forecasts promptly after their publication and promptly excluding any forecasts which pre date the publication of the latest preliminary statement of annual results or half yearly financial report; and
            (v) it must be prominently stated that the investment analysts' forecasts are not endorsed by the company and that they have not been reviewed or reported on in accordance with the requirements of Paragraph 27.1(a).
            (d) Subject to Paragraph 27.8, any reference to or quotation from a consensus or other third party forecast, other than publishing investment analysts' forecasts on a website in accordance with the requirements of this Paragraph 27.7, will be treated as having been endorsed by the Target or Bidder that published that profit forecast.

          • 27.8 REFERENCES TO CONSENSUS FORECASTS RELATING TO ANOTHER PARTY TO THE OFFER

            (a) Except with the consent of the Panel, if, during the offer period (or in an announcement which commences an offer period), a party to the offer ("party A") wishes to refer to investment analysts' forecasts relating to any other party to the offer ("party B"), party A must refer to either:
            (i) a consensus forecast (see Paragraph 27.7(c)) published on party B's website in accordance with the requirements of Paragraph 27.7; or
            (ii) if no such consensus forecast has been published on party B's website, a consensus forecast compiled by party A in accordance with the requirements of Paragraph 27.7.
            (b) Where party A has referred to a consensus forecast relating to party B, any subsequent reference to that consensus forecast by party B will not be subject to Paragraph 27.1(a), provided that party B does not endorse the consensus forecast.
            (c) Any document or announcement which includes a reference by party A to a consensus forecast relating to party B must make clear whether or not the reference is being made with the agreement or approval of party B. Where the consensus forecast is referred to in any document or announcement which is published by party A with the agreement or approval of party B, or at a time when the offer is a recommended offer, the consensus forecast will be treated as having been endorsed and published by party B and Paragraph 27.1(a) will therefore apply.

      • ASSET VALUATIONS

        • PARAGRAPH 28 PARAGRAPH 28

          • 28.1 VALUATIONS IN CONNECTION WITH A BID

            When valuation of assets is provided in connection with an offer, the person providing the valuation must ensure that the valuation is supported by the opinion of an appropriate external and independent valuer.

          • 28.2 INFORMATION TO BE INCLUDED

            The person must ensure that such a valuation states:

            (a) the effective date as at which the assets were valued;
            (b) the name, professional qualifications and address of the valuer; and
            (c) if the valuation is not current, that a current valuation would not be materially different.

          • 28.3 WHERE AN UPDATED VALUATION IS REQUIRED

            If a statement according with Paragraph 28.2 cannot be made, the Person must ensure that the valuation is updated.

          • 28.4 OPINION AND CONSENT LETTERS

            Where a valuation of assets is given in any document addressed to shareholders:

            (a) the document must include:
            (i) the opinion of the valuer; and
            (ii) a statement that the valuer has given and not withdrawn his consent to the publication of his valuation certificate; and
            (b) the valuation certificate must be made available for inspection in the manner described in together with an associated report or schedule containing details of the aggregate valuation.

          • Guidance Notes to Paragraph 28

            This Paragraph applies not only to land, buildings and process plant and machinery but also to other assets, for example, inventory, ships, aircraft and individual parts of a business. This Paragraph does not apply to an assessment of value carried out merely for the purpose of preparation of financial accounts.

            In certain cases, offer documents and Target circulars issued by the Bidder or the Target will include statements of assets reproducing Directors' estimates of asset values published with the entity's accounts. The Panelwill not regard such estimates as "given in connection with an offer" except where asset values are a particularly significant factor in assessing the offer and the estimates are, accordingly, given considerably more prominence in the relevant documents than merely being referred to in a note or appendix to a statement of assets.

            In exceptional cases, certain companies, in particular property companies, which are the subject of an unexpected offer may find difficulty in obtaining, within the time available, the opinion of an appropriate external valuer to support an asset valuation, as required by this Paragraph, before the Target circular has to be sent out. In such cases, the Panel may waive strict compliance with this requirement. The Panel will only do this where the interests of shareholders appear on balance to be best served by permitting informal valuations to appear coupled with such substantiation as is available. Targets or their advisers who wish to make use of this procedure should consult the Panel at the earliest opportunity.

            Where the Panel is satisfied that disclosure under Paragraph 10.2.1(b) may be commercially disadvantageous to the entity concerned, it may modify these requirements so as to allow the report or schedule to appear in a summarised form. In certain cases, the Panel may require any of these documents to be reproduced in full in a document sent to shareholders.

      • DISTRIBUTION OF DOCUMENTATION DURING AN OFFER

        • PARAGRAPH 29 PARAGRAPH 29

          • 29.1 PUBLICATION OF DOCUMENTS, ANNOUNCEMENTS AND INFORMATION

            If a document, an announcement or any information is required to be sent to any person, it will be treated as having been sent if it is:

            (a) sent to the relevant person in hard copy form;
            (b) sent to the relevant person in electronic form; or
            (c) published on a website provided that the relevant person is sent a website notification no later than the date on which it is published on the website.

          • 29.2 RIGHT TO RECEIVE COPIES OF DOCUMENTS, ANNOUNCEMENTS AND INFORMATION IN HARD COPY FORM

            (a) If a document, an announcement or any information is required to be sent to any person and it is:
            (i) sent to a person in electronic form; or
            (ii) published on a website and the person entitled to receive it is sent a website notification,
            that person may request a copy in hard copy form from the party which publishes it. Any such request must be made in accordance with the procedure specified in the document, announcement or information for the making of such requests and must provide an address to which the hard copy document, announcement or other information may be sent.
            (b) A person entitled to receive a document, an announcement or any information may request that all future documents, announcements and information sent to that person in relation to an offer should be sent by the party which publishes it in hard copy form.
            (c) If a Bidder receives a request for copies of future documents, announcements and information sent to a person in connection with the offer to be sent in hard copy form, it must notify the Target as soon as possible and provide details of the address to which hard copy documents, announcements and information should be sent. If the Target receives a request for copies of future documents, announcements and information sent to a person in connection with the offer to be sent in hard copy form (either from the person concerned or from a Bidder), it must provide the other parties to the offer with details of such requests at the same time as it provides them with updates to the company's register.
            (d) If a request is made under (a) above for a hard copy of a document, an announcement or any information, the party which published it must ensure that it is sent to the relevant person as soon as possible and in any event within two business days of the request being received by that party.
            (e) Any document, announcement or information that is sent to a person in electronic form or by means of being published on a website, and any related website notification, must contain a statement that the person to whom it is sent may request a copy of the document, announcement or information (and any information incorporated into it by reference to another source) in hard copy form and may also request that all future documents, announcements and information sent to that person in relation to the offer should be in hard copy form. Attention should be drawn to the fact that a hard copy of the document, announcement or information will not be sent to that person unless so requested and details must be provided of how a hard copy may be obtained (including an address in Abu Dhabi Global Market and a telephone number to which requests may be submitted).
            (f) If a shareholder, person with information rights or other person is entitled to be sent a document, an announcement or any information and has elected in accordance with any applicable legal or regulatory provisions to receive communications from the Target in hard copy form (and such election has been made in respect of information generally and not only in respect of certain specific types of information), that election must be treated by each party to an offer as also applying to the form in which any document, announcement or information must be sent to that person in relation to the offer. If a request is made under (b) above for copies of future documents, announcements and information to be sent in hard copy form, that request must be treated by each party to an offer as an election made in accordance with applicable legal or regulatory provisions to receive communications from the Target in hard copy form.

          • 29.3 DISTRIBUTION OF DOCUMENTS, ANNOUNCEMENTS AND INFORMATION TO THE PANEL AND OTHER PARTIES TO AN OFFER

            (a) Before an offer document is published, a copy of the document in hard copy form and electronic form must be sent to the Panel. At the time of publication, a copy must also be sent in hard copy form and electronic form to the advisers to all other parties to the offer.
            (b) Copies of all other documents, announcements and information published in connection with an offer by, or on behalf of, a Bidder or the Target, including advertisements and any material released to the media (including any notes to editors), must at the time of publication or release be sent in electronic form to:
            (i) the Panel; and
            (ii) the advisers to all other parties to the offer.
            Documents must also be sent in hard copy form to the Panel and the advisers to all other parties to the offer at the time of publication. Such documents, announcements or information must not be released to the media under an embargo.
            (c) If a party to an offer publishes a document, an announcement or any information outside normal business hours, that party must inform the advisers to all other parties to the offer of its publication immediately (if necessary by telephone). In such circumstances, special arrangements may need to be made to ensure that a copy of the document, announcement or information is sent directly to the relevant advisers and to the Panel. No party to an offer should be put at a disadvantage through a delay in the release of new information to it.

      • OFFER TIMETABLE AND REVISION

        • PARAGRAPH 30 PARAGRAPH 30 TIMING OF THE OFFER


          3 This Paragraph is disapplied in a scheme. See Paragraph 38.

          • 30.1 FIRST CLOSING DATE

            An offer must initially be open for at least 21 days following the date on which the offer document is published.

          • 30.2 FURTHER CLOSING DATES TO BE SPECIFIED

            In any announcement of an extension of an offer, either the next closing date must be stated or, if the offer is unconditional as to acceptances, a statement may be made that the offer will remain open until further notice. In the latter case, or if the offer will remain open for acceptances beyond the 70th day following the publication of the offer document, at least 14 days' notice must be given, before the offer is closed, to those shareholders who have not accepted by sending a notification to Target shareholders and persons with information rights.

          • 30.3 NO OBLIGATION TO EXTEND

            There is no obligation to extend an offer if the acceptance condition has not been satisfied by the first or any subsequent closing date.

          • 30.4 OFFER TO REMAIN OPEN FOR 14 DAYS AFTER UNCONDITIONAL AS TO ACCEPTANCES

            After an offer has become or is declared unconditional as to acceptances, the offer must remain open for acceptance for not less than 14 days after the date on which it would otherwise have expired (see Paragraphs 32.1 and 32.2). When, however, an offer is unconditional as to acceptances from the outset, a 14 day extension is not required but the position should be set out clearly and prominently in the offer document.

          • 30.5 NO EXTENSION STATEMENTS

            (a) A "no extension statement" is a statement that an offer will not be extended beyond a specified date unless it is unconditional as to acceptances.
            (b) If a Bidder (or its directors, officials or advisers) makes a no extension statement, and that statement is not withdrawn immediately if incorrect, the Bidder will not be allowed subsequently to extend its offer beyond the stated date, except:
            (i) where the right to do so in certain circumstances is specifically reserved at the time the no extension statement is made and those circumstances subsequently arise; or
            (ii) in wholly exceptional circumstances.
            (c) If a Bidder wishes to include a reservation to a no extension statement, the Panel must be consulted.
            (d) The provisions of Paragraph 30.4 will apply in any event.

          • 30.6 FINAL DAY RULE (FULFILMENT OF ACCEPTANCE CONDITION, TIMING AND ANNOUNCEMENT)

            (a) Except with the consent of the Panel, an offer (whether revised or not) may not become or be declared unconditional as to acceptances after midnight on the 60th day after the day the initial offer document was published. The Panel's consent will normally only be given:
            (i) if a competing firm offer has been announced; or
            (ii) if the board of the Target consents to an extension; or
            (iii) as provided for in Paragraph 30.9; or
            (iv) if the Bidder's receiving agent requests an extension for the purpose of complying with; or
            (v) when withdrawal rights are introduced under Paragraph 12.6.
            (b) Any extension to which the Panel consents must be announced by the Bidder in accordance with Paragraph 2.9. The Panel should be consulted as to whether a notification in respect of the extension should also be sent to Target shareholders and persons with information rights.
            (c) For the purpose of the acceptance condition, the Bidder may only take into account acceptances or purchases of shares in respect of which all relevant electronic instructions or documents are received by its receiving agent before the last time for acceptance set out in the Bidder's relevant document or announcement. This time must be no later than 1.00 pm on the 60th day (or any other date beyond which the Bidder has stated that its offer will not be extended). In the event of an extension with the consent of the Panel in circumstances other than those set out in paragraphs (a)(i) to (iv) above, acceptances or purchases in respect of which relevant electronic instructions or documents are received after 1.00 pm on the relevant date may only be taken into account with the agreement of the Panel, which will only be given in exceptional circumstances.
            (d) Except with the consent of the Panel, on the 60th day (or any other date beyond which the Bidder has stated that its offer will not be extended) an announcement should be made by 5.00 pm as to whether the offer is unconditional as to acceptances or has lapsed. Such announcement should include, if possible, the details required by Paragraph 16.1 but in any event must include a statement as to the current position in the count. The requirement to make an announcement by 5.00 pm should not be reflected in the terms of the offer pursuant to Paragraph 23.7, but, if there is any question of a delay in the announcement, the Panel should be consulted as soon as practicable. Only in exceptional circumstances will the Panel agree to a Bidder's request that this announcement may be made after 5.00 pm.

          • 30.7 TIME FOR FULFILMENT OF ALL OTHER CONDITIONS

            Except with the consent of the Panel, all conditions must be fulfilled or the offer must lapse within 21 days of the first closing date or of the date the offer becomes or is declared unconditional as to acceptances, whichever is the later. The Panel's consent will normally only be granted if the outstanding condition involves a material official authorisation or regulatory clearance relating to the offer and it had not been possible to obtain an extension under Paragraph 31.6.

          • 30.8 SETTLEMENT OF CONSIDERATION

            Except with the consent of the Panel, the consideration must be sent to accepting shareholders within 14 days of the later of: the first closing date of the offer, the date the offer becomes or is declared wholly unconditional or the date of receipt of an acceptance complete in all respects.

          • 30.9 TARGET ANNOUNCEMENTS AFTER DAY 39

            The board of the Target should not, except with the consent of the Panel (which should be consulted in good time), announce any material new information, including trading results, profit forecasts (including ordinary course profit forecasts), dividend forecasts, asset valuations, quantified financial benefits statements and proposals for dividend payments or for any material acquisition or disposal, after the 39th day following the publication of the initial offer document. Where a matter which might give rise to such an announcement being made after the 39th day is known to the Target, every effort should be made to bring forward the date of the announcement, but, where this is not practicable or where the matter arises after that date, the Panel will normally give its consent to a later announcement. If an announcement of the kind referred to in this Paragraph is made after the 39th day, the Panel will normally be prepared to consent to an extension to "Day 46" (see Paragraph 31.1(c)), "Day 53" (see Paragraphs 2.6(d) and (e)) and/or "Day 60" (see Paragraph 30.6(a)) as appropriate.

          • 30.10 RETURN OF DOCUMENTS OF TITLE

            If an offer lapses, all documents of title and other documents lodged with forms of acceptance must be returned as soon as practicable (and in any event within 14 days of the lapsing of the offer) and the receiving agent should immediately give instructions for the release of securities held in escrow.

        • PARAGRAPH 31 PARAGRAPH 31 REVISION

          • 31.1 PUBLICATION OF REVISED OFFER DOCUMENT

            (a) If an offer is revised, a revised offer document, drawn up in accordance with Paragraphs 23 and 26, must be sent to shareholders of the Target and persons with information rights. On the same day, the Bidder must:
            (i) publish the revised offer document on a website in accordance with Paragraph 24.1; and
            (ii) confirm to the Panel that the revised offer document has been so published so that the Panel may publish confirmation of the same on the ADGM website.
            (b) The offer must be kept open for at least 14 days following the date on which the revised offer document is published. Therefore, no revised offer document may be published in the 14 days ending on the last day the offer is able to become unconditional as to acceptances.* (See also Paragraph 30.6 and any Guidance issued thereunder.)

          • 31.2 NO INCREASE STATEMENTS

            (a) A "no increase statement" is a statement as to the finality of an offer, including a statement that the offer will not be "increased", "raised", "amended", "revised", "improved" or "changed" and any similar expression.
            (b) If a Bidder (or its directors, officials or advisers) makes a no increase statement, and that statement is not withdrawn immediately if incorrect, the Bidder will not be allowed subsequently to amend the terms of its offer in any way, even if the amendment would not result in an increase of the value of the offer (eg the introduction of a lower securities exchange alternative), except:
            (i) where it specifically reserved the right to do so in certain circumstances at the time the no increase statement was made and those circumstances subsequently arise; or
            (ii) in wholly exceptional circumstances.
            (c) If a Bidder wishes to include a reservation to a no increase statement, the Panel must be consulted.

          • 31.3 ENTITLEMENT TO REVISED CONSIDERATION

            If an offer is revised, all shareholders who accepted the original offer must be entitled to the revised consideration.

          • 31.4 NEW CONDITIONS FOR INCREASED OR IMPROVED OFFERS OR FOLLOWING A SWITCH

            Subject to the prior consent of the Panel, and only to the extent necessary to implement an increased or improved offer, or a switch to or from a scheme of arrangement, the Bidder may introduce new conditions (eg obtaining shareholders' approval or the admission to listing or admission to trading of new securities).

          • 31.5 31.5 COMPETITIVE SITUATIONS

            If a competitive situation continues to exist in the later stages of the offer period, the Panel will normally require revised offers to be announced in accordance with an auction procedure, the terms of which will be determined and announced by the Panel. Under any auction procedure, the Panel may set a deadline by which any revised offer document must be sent to Target shareholders and persons with information rights.

            • Guidance Notes on Paragraph 31.5

              The Panel should be consulted competitive situations of the type contemplated by this Paragraph.

          • 31.6 THE TARGET BOARD'S OPINION AND THE OPINIONS OF THE EMPLOYEE REPRESENTATIVES AND THE PENSION SCHEME MANAGERS

            (a) The board of the Target must send to the company's shareholders and persons with information rights a circular containing its opinion on the revised offer as required by Paragraph 24.1, drawn up in accordance with Paragraphs 24 and 26 and, at the same time:
            (i) publish the circular on a website in accordance with Paragraph 25.1; and
            (ii) confirm to the Panel that the circular has been published so that the Panel may publish confirmation of the same on the ADGM website.
            (b) Where the board of the Target receives in good time before publication of its circular on the revised offer, an opinion from
            (i) employee representatives (if there are any) on the effects of the revised offer on employment, or
            (ii) an opinion from the managers of its pension scheme on the effects of the revised offer on the pensions scheme(s),
            any such opinion must be appended to the circular. Where any such opinion is received but not in good time before publication of the Target board circular, the Target must promptly publish the opinion on a website and confirm to the Panel that the opinion has been published so that the Panel may publish confirmation on the ADGM website that it has been so published, provided that it is received no later than 14 days after the date on which the offer becomes or is declared wholly unconditional.

        • PARAGRAPH 32 PARAGRAPH 32 ALTERNATIVE OFFERS


          4 This Paragraph is disapplied in a scheme. See Paragraph 38.

          • 32.1 TIMING AND REVISION

            In general, the provisions of Paragraphs 30 and 31 apply equally to alternative offers, including cash alternatives.

          • 32.2 SHUTTING OFF CASH UNDERWRITTEN ALTERNATIVES

            Where the value of a cash underwritten alternative provided by third parties is, at the time of announcement, more than half the maximum value of the offer, a Bidder will not be obliged to keep that alternative open in accordance with Paragraphs 30.4 or 32.1 if it has sent a notification to Target shareholders and persons with information rights that it reserves the right to close it on a stated date, being not less than 14 days after the date on which the notification is published, or to extend it on that stated date. Notice under this Paragraph may not be given between the time when a competing offer has been announced and the end of the resulting competitive situation. (See also Paragraph 23.14.)

          • 32.3 REINTRODUCTION OF ALTERNATIVE OFFERS

            Where a firm statement has been made that an alternative offer will not be extended or reintroduced and that alternative has ceased to be open for acceptance, neither that alternative, nor any substantially similar alternative, may be reintroduced. Where, however, such a statement has not been made and an alternative offer has closed for acceptance, a Bidder will not be precluded from reintroducing that alternative at a later date. Reintroduction would constitute a revision of the offer and would, therefore, be subject to the requirements of, and only be permitted as provided in, Paragraph 31.

        • PARAGRAPH 33 PARAGRAPH 33 RIGHT OF WITHDRAWAL5


          5 This Paragraph is disapplied in a scheme.

          • 33.1 WHEN THE RIGHT OF WITHDRAWAL MAY BE EXERCISED

            An accepting shareholder must be entitled to withdraw his acceptance from the date which is 21 days after the first closing date of the initial offer, if the offer has not by such date become or been declared unconditional as to acceptances. This entitlement to withdraw must be exercisable until the earlier of:

            (a) the time that the offer becomes or is declared unconditional as to acceptances; and
            (b) the final time for lodgement of acceptances which can be taken into account in accordance with Paragraph 30.6.

          • 33.2 TARGET PROTECTION CONDITIONS

            An accepting shareholder must be entitled to withdraw his acceptance if so determined by the Panel in accordance with Paragraph 12.6.

          • 33.3 RETURN OF DOCUMENTS OF TITLE

            If a shareholder withdraws his acceptance, all documents of title and other documents lodged with the form of acceptance must be returned as soon as practicable following the receipt of the withdrawal (and in any event within 14 days) and the receiving agent should immediately give instructions for the release of securities held in escrow.

      • RESTRICTIONS FOLLOWING OFFERS

        • PARAGRAPH 34 PARAGRAPH 34

          • 34.1 DELAY OF 12 MONTHS

            Except with the consent of the Panel, where an offer has been announced or made but has not become or been declared wholly unconditional and has been withdrawn or has lapsed, neither the Bidder, nor any person who acted in concert with the Bidder in the course of the original offer, nor any person who is subsequently acting in concert with any of them, may within 12 months from the date on which such offer is withdrawn or lapses either:

            (a) announce an offer or possible offer for the Target (including a partial offer which could result in the Bidder and persons acting in concert with it being interested in shares carrying 30% or more of the voting rights of the Target);
            (b) acquire any interest in shares of the Target if the Bidder or any such person would thereby become obliged under Paragraph 9 to make an offer;
            (c) acquire any interest in, or procure an irrevocable commitment in respect of, shares of the Target if the shares in which such person, together with any persons acting in concert with him, would be interested and the shares in respect of which he, or they, had acquired irrevocable commitments would in aggregate carry 30% or more of the voting rights of the Target;
            (d) make any statement which raises or confirms the possibility that an offer might be made for the Target; or
            (e) take any steps in connection with a possible offer for the Target where knowledge of the possible offer might be extended outside those who need to know in the Bidder and its immediate advisers.

          • 34.2 PARTIAL OFFERS

            The restrictions in Paragraph 34.1 will also apply following a partial offer:

            (a) which could result in the Bidder and persons acting in concert with it being interested in shares carrying not less than 30% but not holding shares carrying more than 50% of the voting rights of the Target whether or not the offer has become or been declared wholly unconditional. When such an offer has become or been declared wholly unconditional, the period of 12 months runs from that date; and
            (b) for more than 50% of the voting rights of the Target which has not become or been declared wholly unconditional.

            The restrictions in Paragraph 34.1 will not normally apply following a partial offer which could only result in the Bidder and persons acting in concert with it being interested in shares carrying less than 30% of the voting rights of the Target.

          • 34.3 DELAY OF 6 MONTHS BEFORE ACQUISITIONS ABOVE THE OFFER VALUE

            Except with the consent of the Panel, if a person, together with any person acting in concert with him, holds shares carrying more than 50% of the voting rights of a company, neither that person nor any person acting in concert with him may, within 6 months of the closure of any previous offer made by him to the shareholders of that company which became or was declared wholly unconditional, make a second offer to any shareholder in that company, or acquire any interest in shares in that company, on more favourable terms than those made available under the previous offer (see also Paragraph 6.2(a)). For this purpose the value of a securities exchange offer shall be calculated as at the date the offer closed. In addition, special deals with favourable conditions attached may not be entered into during this 6 months period (see also Paragraph 15.1).

          • 34.4 RESTRICTIONS ON DEALINGS BY A COMPETING BIDDER WHOSE OFFER HAS LAPSED

            Except with the consent of the Panel, where an offer has been one of two or more competing offers and has lapsed, neither that Bidder, nor any person acting in concert with that Bidder, may acquire any interest in shares in the Target on more favourable terms than those made available under its lapsed offer until each of the competing offers has either been declared unconditional in all respects or has itself lapsed. For these purposes, the value of the lapsed offer shall be calculated as at the day the offer lapsed.

      • PARTIAL OFFERS

        • PARAGRAPH 35 PARAGRAPH 35

          • 35.1 PANEL'S CONSENT REQUIRED

            The Panel's consent is required for any partial offer. In the case of an offer which could not result in the Bidder and persons acting in concert with it being interested in shares carrying 30% or more of the voting rights of a company, consent will normally be granted.

          • 35.2 ACQUISITIONS BEFORE THE OFFER

            In the case of an offer which could result in the Bidder and persons acting in concert with it being interested in shares carrying 30% or more but holding less than 100% of the voting rights of a company, such consent will not normally be granted if the Bidder or persons acting in concert with it have acquired, selectively or in significant numbers, interests in shares in the Target during the 12 months preceding the application for consent or if interests in shares have been acquired at any time after the partial offer was reasonably in contemplation.

          • 35.3 ACQUISITIONS DURING AND AFTER THE OFFER

            The Bidder and persons acting in concert with it may not acquire any interest in shares in the Target during the offer period. In addition, in the case of a successful partial offer, neither the Bidder, nor any person who acted in concert with the Bidder in the course of the partial offer, nor any person who is subsequently acting in concert with any of them, may, except with the consent of the Panel, acquire any interest in such shares during a period of 12 months after the end of the offer period.

          • 35.4 OFFER FOR BETWEEN 30% AND 50%

            When an offer is made which could result in the Bidder and persons acting in concert with it being interested in shares carrying not less than 30% but not holding shares carrying more than 50% of the voting rights of a company, the precise number of shares offered for must be stated and the offer may not be declared unconditional as to acceptances unless acceptances are received for not less than that number.

          • 35.5 OFFER FOR 30% OR MORE REQUIRES 50% APPROVAL

            Any offer which could result in the Bidder and persons acting in concert with it being interested in shares carrying 30% or more of the voting rights of a company must be conditional, not only on the specified number of acceptances being received, but also on approval of the offer, normally signified by means of a separate box on the form of acceptance, being given in respect of over 50% of the voting rights held by shareholders who are independent of the Bidder and persons acting in concert with it. This requirement may on occasion be waived if over 50% of the voting rights of the Target are held by one shareholder.

          • 35.6 WARNING ABOUT CONTROL POSITION

            In the case of a partial offer which could result in the Bidder, either alone or with persons acting in concert with it, holding shares carrying over 50% of the voting rights of the Target, the offer document must contain specific and prominent reference to this and to the fact that, if the offer succeeds, the Bidder or, where appropriate, the Bidder and persons acting in concert with it, will be free, subject to Paragraph 35.3, to acquire further interests in shares without incurring any obligation under Paragraph 9 to make a general offer.

          • 35.7 SCALING DOWN

            Partial offers must be made to all shareholders of the class and arrangements must be made for those shareholders who wish to do so to accept in full for the relevant percentage of their holdings. Shares tendered in excess of this percentage must be accepted by the Bidder from each shareholder in the same proportion to the number tendered to the extent necessary to enable it to obtain the total number of shares for which it has offered.

          • 35.8 COMPARABLE OFFER

            When an offer is made for a company with more than one class of equity share capital which could result in the Bidder and persons acting in concert with it being interested in shares carrying 30% or more of the voting rights, a comparable offer must be made for each class.

      • REDEMPTION OR PURCHASE BY A COMPANY OF ITS OWN SECURITIES

        • PARAGRAPH 36 PARAGRAPH 36

          • 36.1 POSSIBLE REQUIREMENT TO MAKE A MANDATORY OFFER

            When a company redeems or purchases its own voting shares, any resulting increase in the percentage of shares carrying voting rights in which a person or group of persons acting in concert is interested will be treated as an acquisition for the purpose of Paragraph 9. Subject to prior consultation, the Panel will normally waive any resulting obligation to make a general offer if there is a vote of independent shareholders and a procedure on the lines of that set out in the Guidance Notes to Paragraph 9.1 is followed.

          • 36.2 LIMITATION ON SUBSEQUENT ACQUISITIONS

            Subsequent to the redemption or purchase by a company of its own voting shares, all persons will be subject, in acquiring further interests in shares in the company, to the provisions of Paragraph 9.1.

      • DEALINGS BY CONNECTED EXEMPT PRINCIPAL TRADERS

        • PARAGRAPH 37 PARAGRAPH 37

          • 37.1 PROHIBITED DEALINGS

            An exempt principal trader connected with a Bidder or the Target must not carry out any dealings with the purpose of assisting the Bidder or the Target, as the case may be.

          • 37.2 DEALINGS BETWEEN BIDDERS AND CONNECTED EXEMPT PRINCIPAL TRADERS

            A Bidder and any person acting in concert with it must not deal as principal with an exempt principal trader connected with the Bidder in relevant securities of the Target during the offer period. It will generally be for the advisers to the Bidder (including a corporate broker) to ensure compliance with this Paragraph rather than the principal trader. (See also Paragraph 4.2(b).)

          • 37.3 ASSENTING SECURITIES AND DEALINGS IN ASSENTED SECURITIES

            An exempt principal trader connected with the Bidder must not assent Target securities to the offer or purchase such securities in assented form until the offer is unconditional as to acceptances.

          • 37.4 VOTING

            Securities owned by an exempt principal trader connected with a Bidder or the Target must not be voted in the context of an offer.

      • SCHEMES OF ARRANGEMENT

        • PARAGRAPH 38 PARAGRAPH 38

          Definitions and interpretation for this Paragraph

          Court sanction hearing

          The hearing of the court to sanction a scheme of arrangement.

          Effective date

          Effective date means:

          (a) the date on which the order of the court sanctioning the scheme is delivered to the registrar of companies for registration; or
          (b) if later, the date on which the order of the court confirming any associated reduction of capital and statement of capital are delivered to the registrar of companies for registration or, if the court so orders, the date on which they are registered.

          Long-stop date

          The date stated in the scheme circular to be the latest date by which the scheme must become effective and included as such in the terms of the scheme.

          Offer documents and Target board circulars

          In the case of a scheme of arrangement, references in the Takeover Rules to an offer document or to the Target board circular (and related expressions) shall be construed as references to the scheme circular and references to a revised offer document or to a subsequent Target board circular (and related expressions) shall be construed as references to any supplementary scheme circular.

          Shareholder meetings

          The meeting of shareholders of the Target (or meetings of relevant classes of shareholders) convened by the court to consider a resolution to approve a scheme of arrangement and any general meeting of the Target (and related class meetings) convened to consider any resolution to approve or give effect to a scheme.

          • 38.1 APPLICATION OF THE CODE TO SCHEMES OF ARRANGEMENT

            The provisions of the Takeover Rules apply to an offer effected by means of a scheme of arrangement in the same way as they apply to an offer effected by means of a contractual offer, except as set out in this Paragraph.

          • 38.2 MANDATORY OFFERS

            An obligation to make a mandatory offer under Paragraph 9 may not be satisfied by way of a scheme of arrangement except with the prior consent of the Panel.

          • 38.3 EXPECTED SCHEME TIMETABLE

            (a) Where a Bidder announces a firm intention to make an offer which is to be implemented by means of a scheme of arrangement and the board of the Target agrees to the inclusion of a statement of its intention to recommend the scheme in that announcement, then the Target company must, except with the consent of the Panel, ensure that the scheme circular is sent to shareholders and persons with information rights within 28 days of that announcement. If the Target board subsequently withdraws its recommendation, this obligation will cease.
            (b) The parties to the offer are permitted to include within the conditions to the scheme:
            (i) a long-stop date by which the scheme must become effective (unless extended with the agreement of the parties to the offer);
            App 7.3
            (ii) a specific date by which the shareholder meetings must be held (unless extended with the agreement of the parties to the offer), provided that the date specified must be more than 21 days after the expected date of the shareholder meetings to be set out in the scheme circular; and
            (iii) a specific date by which the court sanction hearing must be held (unless extended with the agreement of the parties to the offer) provided that the date specified must be more than 21 days after the expected date of the court sanction hearing to be set out in the scheme circular.
            (c) Any condition referred to in paragraph (b) above:
            (i) must be given prominent reference in the Bidder's announcement of a firm intention to make an offer;
            (ii) must not be capable of being invoked or waived after the date specified unless extended with the agreement of the parties to the offer; and
            (iii) will not be subject to Paragraph 12.5(a).
            (d) The Target must ensure that the scheme circular sets out the expected timetable for the scheme, including the expected dates and times for the following:
            (i) the record date for any shareholder meeting;
            (ii) the latest date and time for the lodging of forms of proxy or elections for any alternative form of consideration;
            (iii) the date and time of any shareholder meetings, which must normally be convened for a date which is at least 21 days after the date of the scheme circular;
            (iv) the date and time of any meetings of the shareholders of the Bidder to be convened in connection with the offer;
            (v) the date of the court sanction hearing;
            (vi) the record date for the purposes of the scheme and/or any reduction of capital provided for by the scheme;
            (vii) the date and time of any proposed suspension in trading of shares or other securities of the Target;
            (viii) the date of any court hearing to confirm any reduction of capital provided for by the scheme;
            (ix) the effective date;
            (x) the date and time of the admission to trading of any Bidder securities to be issued in connection with the scheme; and
            (xi) the long-stop date.
            (e) Upon publication of the scheme circular, the Target must announce in accordance with Paragraph 2.9 that the scheme circular has been published and include in that announcement the expected timetable, including the expected dates and times referred to in paragraph (d) above.
            (f) The Target company must implement the scheme in accordance with the expected timetable, as published (subject to any change to the expected timetable announced in accordance with Section 6 below), unless:
            (i) the board of the Target withdraws its recommendation of the scheme;
            (ii) the board of the Target announces its decision to propose an adjournment of a shareholder meeting or the court sanction hearing;
            (iii) a shareholder meeting or the court sanction hearing is adjourned; or
            (iv) any condition to the scheme is invoked by the Bidder in accordance with the Takeover Rules.

          • 38.4 HOLDING STATEMENTS

            (a) When a Bidder has announced a firm intention to make an offer to be implemented by means of a scheme of arrangement and it has been announced that a potential competing Bidder might make an offer (see Paragraphs 2.6(d) and (e)), the Panel will normally require the potential Bidder to clarify its position by no later than 5.00 pm on the seventh day prior to the date of the shareholder meetings.
            (b) Where appropriate, however, taking into account all relevant factors, including:
            (i) the interests of Target shareholders and the desirability of clarification prior to the shareholder meetings; and
            (ii) the time which the potential Bidder has had to consider its position,
            the Panel may permit the potential Bidder to clarify its position after the date of the shareholder meetings but before the date of the court sanction hearing.
            (c) The Panel will announce the deadline by which clarification is required under paragraph (a) or (b) above.

          • 38.5 ANNOUNCEMENTS FOLLOWING KEY EVENTS IN A SCHEME

            (a) If the parties to the offer include any condition to the scheme in accordance with Paragraph 38.3(b) above and any such condition is not capable of being satisfied by the date specified in that condition, the Bidder must make an announcement as soon as practicable and, in any event, by no later than 8.00 am on the business day following the date so specified, stating whether the Bidder has invoked that condition, waived that condition or, with the agreement of the Target, specified a new date by which that condition must be satisfied.
            (b) As soon as practicable after the votes on the relevant resolutions at the shareholder meetings and, in any event, by no later than 8.00 am on the business day following the shareholder meetings, the Target must make an announcement stating whether or not the resolutions were passed by the requisite majorities (and, if not, whether or not the scheme has lapsed) and giving details of the voting results in relation to the meetings, including:
            (i) in the case of any general meeting of the Target company convened to consider any resolution to approve or give effect to the scheme, if a poll was taken, the number of shares of each class which were voted for and against the resolutions and the percentage of the shares voted which those numbers represent; and
            (ii) in the case of each court-convened meeting:
            (A) the number of shareholders of the class who voted for and against the resolution to approve the scheme and the percentage of those voting shareholders which those numbers represent;
            (B) the number of shares of the class which were voted for and against the resolution to approve the scheme and the percentage of the total shares voted which those numbers represent; and
            (C) the percentage of the issued shares of the class which the shares voted for and against the resolutions represent.
            (c) As soon as practicable following the court sanction hearing, the Target must make an announcement stating the decision of the court and including details of whether the scheme will proceed or has lapsed.
            (d) As soon as practicable on the effective date, the Target or the Bidder must make an announcement stating that the scheme has become effective.

          • 38.6 CHANGES TO THE EXPECTED SCHEME TIMETABLE

            (a) Any adjournment of a shareholder meeting or court sanction hearing, or a decision by the Target board to propose such an adjournment, must be announced promptly by the Target in accordance with the requirements of Paragraph 2.9. If the meeting or hearing is adjourned to a specified date, the announcement should set out the relevant details. If the meeting or hearing is adjourned without at the same time specifying a date for the adjourned meeting, a further announcement should be made in accordance with the requirements of Paragraph 2.9 once the new date has been set.
            (b) Similarly, except with the consent of the Panel, any other change to the expected timetable of events set out in the scheme circular must be announced promptly by the Bidder or Target (as appropriate) in accordance with the requirements of Paragraph 2.9.
            (c) In all cases, the Panel should be consulted as to whether notice of an adjournment of any meeting or hearing or any other delay in, or change to, the expected timetable should, in addition, be sent to Target shareholders and persons with information rights.

          • 38.7 REVISION

            (a) Any revision to a scheme of arrangement should normally be made by no later than the date which is 14 days prior to the date of the shareholder meetings (or any later date to which such meetings are adjourned). The consent of the Panel must be obtained if it is proposed to make any revision to a scheme either:
            (i)
            (a) less than 14 days prior to the date of the shareholder meetings (or any later date to which such meetings are adjourned); or
            (ii)
            (b) following the shareholder meetings.

          • 38.8 SWITCHING

            (a) With the consent of the Panel, the Bidder may switch from a scheme of arrangement to a contractual offer or from a contractual offer to a scheme of arrangement, whether or not the Bidder has reserved the right to change the structure of the offer.
            (b) The Panel will determine the offer timetable that will apply following any switch to which it consents.
            (c) The Bidder must announce a switch in accordance with the requirements of Paragraph 2.9. The announcement must include:
            (i) details of all changes to the terms and conditions of the offer as a result of the switch;
            (ii) details of any material changes to the other details originally announced pursuant to Paragraph 2.7(c);
            (iii) an explanation of the offer timetable applicable following the switch (as determined by the Panel); and
            (iv) an explanation of whether or not any irrevocable commitments or letters of intent procured by the Bidder or any person acting in concert with it will remain valid following the switch.

          • 38.9 ALTERNATIVE CONSIDERATION

            (a) If a scheme of arrangement permits shareholders to elect to receive any alternative form of consideration, or to elect, subject to the election of others, to vary the proportions in which they receive different forms of consideration, the ability of shareholders to make such elections must not be closed off or withdrawn before the shareholder meetings.
            (b) A shareholder who has elected to receive a particular form of consideration in respect of any of his shares must be entitled to withdraw his election. However, this right may be shut off not earlier than one week prior to the date on which the court sanction hearing is originally proposed to be held or, if for any reason the court sanction hearing is rearranged for a later date, not earlier than one week prior to that later date.

          • 38.10 SETTLEMENT OF CONSIDERATION

            Except with the consent of the Panel, the consideration must be sent to Target shareholders within 14 days of the effective date. The terms of the scheme must reflect this requirement.

          • 38.11 RETURN OF DOCUMENTS OF TITLE

            If an offer being implemented by way of a scheme lapses or is withdrawn, or if a shareholder withdraws his election for a particular form of consideration, all documents of title and other documents lodged with any form of election must be returned as soon as practicable (and in any event within 14 days of such lapsing or withdrawal) and the receiving agent should immediately give instructions for the release of securities held in escrow.

          • 38.12 VOTING BY CONNECTED EXEMPT PRINCIPAL TRADERS

            Except with the consent of the Panel, securities owned by an exempt principal trader connected with a Bidder or the Target must not be voted on a resolution put to shareholders in the Target to approve or to give effect to a scheme of arrangement. The Panel will normally grant its consent in the following circumstances:

            (a) an exempt principal trader connected with a Bidder whose offer is being implemented by way of a scheme will normally be permitted to vote against the scheme but will not normally be permitted to vote in favour of it;
            (b) an exempt principal trader connected with a competing Bidder (or potential Bidder) will normally be permitted to vote in favour of such a scheme but will not normally be permitted to vote against it; and
            (c) an exempt principal trader connected with the Target will normally be permitted to vote in favour of or against the scheme.

          • 38.13 SCHEMES WHICH DO NOT HAVE THE SUPPORT OF THE TARGET BOARD

            The Panel should be consulted if a Bidder is considering announcing an offer or possible offer which it is proposed will be implemented by means of a scheme of arrangement without, prior to such announcement, obtaining the support of the Target board.

          • 38.14 INCORPORATION OF OBLIGATIONS AND RIGHTS

            In addition to the relevant requirements of Paragraphs 23 and 24, the scheme circular must incorporate language which appropriately reflects those parts of Paragraph 12.5(a) and 12.6 (if applicable) and of this Paragraph 38 which impose timing obligations or confer rights or impose restrictions on Bidders, Target companies or shareholders of Target companies.

          • 38.15 ADMISSION TO LISTING AND ADMISSION TO TRADING CONDITIONS

            Where securities are offered as consideration and it is intended that they should be admitted to listing on the Official List and/or to trading on a recognised investment exchange, the relevant admission to listing and/or trading condition should, except with the consent of the Panel, be in terms which ensure that it is capable of being satisfied only when all steps required for the admission to listing or trading have been completed other than the Financial Services Regulator and/or the relevant recognised investment exchange, as applicable, having announced their respective decisions to admit the securities to listing or trading. Where securities are offered as consideration and it is intended that they should be admitted to listing or to trading on any other investment exchange or market, the Panel should be consulted.

          • 38.16 PROVISIONS DISAPPLIED IN A SCHEME

            The following provisions of the Takeover Rules do not apply to a scheme of arrangement:

            (a) Paragraph 4.5 (restriction on the Target accepting an offer in respect of treasury shares);
            (b) Paragraph 10 (the acceptance condition);
            (c) Paragraphs 16.1 and 16.2 (announcement of acceptance levels);
            (d) Paragraph 17 (the use of proxies and other authorities in relation to acceptances);
            (e) Paragraph 22.7 (incorporation of obligations and rights) and Paragraph 23.14 (cash underwritten alternatives which may be shut off);
            (f) Paragraph 23.10 (admission to listing and admission to trading conditions);
            (g) Paragraphs 30.1 to 30.10 (timing of the offer);
            (i) Paragraphs 33.1 to 33.3 (alternative offers); and
            (j) Paragraph 34 (right of withdrawal).