The Authority’s Board of Directors’ Decision No. (10) of 2014
Concerning the Regulation of Listing and Trading of Shares of Private Joint stock
Companies
The Chairman of the Board of Directors of the Emirates Securities and
Commodities Authority,
Having considered Federal Law No (8) of 1984 concerning Commercial Companies, as
amended;
Federal Law No (4) of 2000 concerning the Emirates Securities and Commodities
Authority and Market, as amended;
Federal Decree No (32) of 2013 concerning the formation of the UAE Cabinet;
Council of Ministers’ Resolution No (12) of 2000 on the Listing of the Securities and
Commodities, as amended;
Council of Ministers’ Resolution No (13) of 2000 concerning the Regulations as to the
Functioning of the Emirates Securities and Commodities Authority;
Council of Ministers’ Resolution No (108/7 and /5) of 2010 on the Reformation of the
Board of Directors of the Emirates Securities and Commodities Authority;
Ministerial Resolution No (370) of 2009 concerning the Share Register of Private Joint
Stock Companies;
Ministerial Resolution No (518) of 2009 concerning Governance Rules and Corporate
Discipline Standards, as amended;
Authority's Board Decision No (1) of 2000 concerning the Regulation as to Brokers, as
amended;
Authority's Board Decision No (2/R) of 2000 concerning the Regulation as to
Membership of the Market, as amended;
Authority's Board Decision No (3) of 2000 concerning the Regulations as to Disclosure
and Transparency, as amended;
Authority's Board Decision No (2) of 2001 concerning the Regulations on Trade,
Clearing, Settlements, Transfer of Ownership and Securities Keeping, as amended;
Authority's Board Decision No (33/R) of 2009 concerning the Function of the Keeper of
Private Joint Stock Companies Register;
Based on the approval of the Board of Directors at its seventeenth meeting of the fourth
session held on 09\05\2013;
And after deliberation and coordination with the Markets and as required by the public
interest;
Has Decided:
Article (1)
Definitions
The following words and phrases shall have the meanings given to them below, unless
the context requires otherwise:
UAE/ State:
The United Arab Emirates.
The Law:
Federal Law No. (4) of 2000 on the Securities and
Commodities Authority and Market, as amended.
The Ministry:
The Ministry of Economy.
The Authority:
The Emirates Securities and Commodities Authority.
The Competent Authority:
The local authority in the relevant emirate.
The Market:
A securities and commodities market licensed in the
State by the Authority.
The Board:
The Board of Directors of the Authority.
Company:
A private joint stock company.
The Shares:
The shares issued by the Company.
Article (2)
Scope of Applicability
The provisions of these Regulations shall apply to the listing and trading of shares of
private joint stock companies.
Article (3)
Listing Conditions
Private Joint Stock Companies may list their shares in the Market for trading
subject to the following terms:
1. The board of directors of the Company shall approve the listing of the Company’s
Shares in the Market.
2. The share capital of the Company shall be fully paid up.
3. The Company shall have issued its audited budget for the last two financial years,
as per the international financial reporting standards issued by International
Accounting Standard Board.
4. The shareholders’ equity may not be less than the paid-up share capital of the
Company at the time the application for the listing has been submitted.
5. The Company shall have at least (30) shareholders upon listing.
6. The Company shall publish its audited financial statements for the last two years,
incorporating the results of its business within that period in two daily newspapers
published in the State, one in English and one in Arabic, ten days prior to the date
of listing in the Market.
7. The Company shall pay the listing fee as determined by the Authority.
8. The Authority may add any requirements, terms or exemptions in the manner that
serves the public interest.
Article (4)
Listing Application
A Company wishing to list its shares in the Market shall submit to the Authority the
application form prescribed for this purpose. The application form must be signed by the
chairman of the board of directors of the Company, supported by the following
documents and reports:
1- A copy of the Company’s memorandum and articles of association and any
amendments thereto;
2- A copy of the Company’s registration certificates issued by the Ministry and a
copy of the registration certificates issued by the Competent Authority;
3- Initial approval issued by the Market on which the Shares will be listed;
4- A report issued by the board of directors of the Company which includes the
following:
a- A briefing on the company incorporation, its objects, its branches, its
parent company, subsidiaries, affiliate or allied companies if any;
b- A list of the Company’s commercial agencies if any;
c- The names of the members of the board of directors and the executive
managers, and the securities which are issued by the Company and
owned by each of them and their first degree relatives, as well as their
membership of any of the boards of directors of other joint stock
companies;
d- The names of those who own with their minor children 5% or more of the
Shares in the Company or the name of any other entity which owns with
its subsidiaries or parent entity a similar percentage; and
e- A statement of the significant events which the Company has experienced
from the date of its incorporation until the date of submitting the listing
application.
5- The Company’s financial statements containing the following:
a- The Company’s audited annual financial statements for the two financial
years preceding the date of the submission of the listing application,
supported by the board of directors’ report, auditor’s report and the
minutes of the general assembly’s meeting which approved such reports.
b- The interim financial statements covering the period from the end of the
financial year preceding the submission of the application for listing until
the end of the last quarter preceding the date of such application, such
statements must be certified by the Company's auditor.
6- The minutes of the board of directors’ meeting in which the board approved the
listing of Shares and accepted the listing conditions.
7- Shares listing prospectus which shall include the following information as a
minimum:
a- Company’s name, commercial registration number, nominal value of its
share capital, number of shares, the nominal value of each share, rights
related to the shares, a statement of any changes to the Company’s share
capital during the year preceding the date of submitting the listing
application and the names of major shareholders of the Company together
with the number and percentage of their shareholding;
b- A summary of the Company’s constitutional documents, its objects, a
description of its activities, its organizational structure, its specialized
committees, names and background information on members of the board
of directors and senior executive management and the powers granted to
them; a detailed statement on the companies owned by the Company and a
description of their activities; a summary of the resolutions of its general
assembly issued in the two years prior to the submission of the listing
application;
c- A summary of the significant contracts entered into by the Company (and
companies owned by the Company by a percentage of 25% or above)
which were valid on the date of submitting the listing application, with a
detailed statement of the Company’s key assets, investments, projects and
current business inside the State and abroad.
d- The Company’s financial statements as described in paragraph (5) of this
Article, in addition to the description of the operational performance and
cash flows; a detailed statement of all the Company’s standing loans, or
those the Company approved to withhold and their due dates, including all
details related to any debt instruments or sukuk issued or secured by the
Company.
e- The details of any cases or claims against the Company or any of its
subsidiaries which may significantly affect the Company’s activities or
financial position.
f- Description of any insolvency or inability to repay debts during the two
years prior to submitting the listing application.
8- The Authority may request further clarifications, information or documents if it
deems necessary.
Article (5)
Information and Data Liability
The board of directors of the Company shall be liable for the accuracy and integrity of the
information and data included in the listing application, documents and reports which are
submitted by the Company. The Authority or the Market's review shall not be taken as
notification of such information's accuracy.
Article (6)
Deciding on the Listing Application
1- The Authority shall issue its decision on the listing application within (30) days
from the date a complete application was submitted. The Company shall be
notified of the Authority’s decision within a week from the date the decision is
issued.
2- The Company, which has been granted the Authority’s approval, shall apply to
the Market to complete the listing procedures. The Market shall notify the
Authority upon listing the Shares. The Company shall publish, on the Market’s
website, an electronic copy of the shares listing prospectus specified in Article 4
of these regulations.
Article (7)
Trading
1- The Shares shall be traded through brokerage companies licensed by the
Authority.
2- The Market shall – upon approval of the Authority – determine the mechanism to
price the Shares upon listing on the Market, as well as the trading hours, share
price range. The Market shall also issue the regulations, mechanisms, and
technical procedures for trading.
3- To the extent that the provisions of these Regulations are not violated the Trading,
Clearing, Settlement, Transfer of Ownership and Custody of Securities
Regulations No 2 of 2001 shall apply on trading of Shares.
Article (8)
Insider Trading
1- A chairman, board members or any senior executive in a Company whose Shares
are listed on the Market, shall not trade, by themselves or through others or on
behalf of others, in Shares without first disclosing to the Market the purchase or
sale transactions, and the number and price of Shares.
2- It shall not be permitted for a chairman, members of the board of directors of a
Company, any of the employees who has access to insider information to trade –
whether by themselves or through others– in the securities of the same company
or its parent company, subsidiary, affiliate or allied company if any of those
companies were listed on the Market, during a period of (15) days prior to
disclosing the financial statements of the Company and until they are disclosed.
Article (9)
Disclosure Obligations
1- The Company shall promptly disclose to the Authority and the Market the
following:
a- Any material information which may affect the price of the listed Shares upon
occurrence.
b- The resolution of the board of directors of the Company regarding the
distribution of dividends to shareholders or the announcement of profits and
losses, or other resolutions that may affect the market price of the listed
Shares.
c- Details of the sale or purchase of major assets which may affect the position
of the Company.
d- Any changes relating to the Company's management structure at the level of
the board of directors and the executive management.
e- Any amendments to the Company’s memorandum and articles of association.
f- Any other disclosures, statements or reports as may be requested by the
Authority or the Market.
g- Dates and agenda of general assembly meetings before notifying those entitled
to attend such meetings; and the Company shall provide the Authority and the
Market immediately upon the end of the general assembly meeting with the
resolutions passed by that general assembly.
h- A Company shall, when so requested by the Authority or the Market, publish
any explanatory information which relates to its circumstances and activities
so as to secure the integrity of transactions and to secure the confidence of
investors.
2- A Company shall provide the Authority and the Market the following financial
reports:
a- Half yearly reports reviewed by the external auditor of the Company, within
45 days from the end of the specified time period, signed by the board of
directors or the person authorised to sign on its behalf; and
b- Annual financial reports audited by the external auditor of the Company,
within 90 days from the end of the financial year, signed by the board of
directors or the person authorised to sign on its behalf.
Article (10)
Entities which are subject to the supervision of the UAE Central Bank must obtain the
approval of the UAE Central Bank before entering into any transaction leading to it
acquiring 5% or more of the Shares of any company listed on the Market.
Article (11)
Suspension of Listing
1.
2.
The Authority may, upon investigation and consultation with the Market,
suspend the trading of the Company’s Shares if exceptional circumstances
occur, an event that may disrupt the operations or if the Authority deems that
the trading of the Shares does not serve the public interest or causes unfairness
or breach of the rights of shareholders or for any other reason.
Without prejudice to the generality of item (1) of this Article, the Authority
may suspend the trading of the Company’s shares in the following cases:
a- If the Company fails to meet any of the listing conditions specified in
Article (3) of these Regulations.
b- If the Company fails to pay the fees owed to the Authority or the Market.
c- If the extraordinary general assembly issues a resolution to reduce the
share capital of the Company.
d- If the extraordinary general assembly issues a resolution to sell most of the
assets of the Company.
e- If the Company, by virtue of a resolution by its general assembly, submits
a justifiable request for suspending the listing of its Shares.
Article (12)
Cancellation of Listing Suspension
Upon request by the Company, the Authority may cancel the listing suspension once the
causes of suspension are eliminated.
Article (13)
Delisting
The Authority may delist any listed Shares in any of the following circumstances:
1. If a decision was taken to dissolve and liquidate the Company.
2. If the suspension of trading continues for six months or more.
3. In the event of any material change to the Company's main activities.
4. If the Company merges with another company(ies) whereby such merger leads
to the cessation of the Company's corporate personality.
5. If the Company ceases to perform its activities.
6. If the Company submits a request to delist its Shares, by virtue of a resolution
by its general assembly.
7. If the Company changes to another legal form.
Article (14)
Oversight and Inspection
Notwithstanding the powers granted to the Ministry and the Competent Authority, the
Authority shall carry out the necessary control and inspection and take all necessary
measures to ensure the implementation of these Regulations.
Article (15)
Listing and Trading Fees
The Authority shall, in consultation with the Markets, determine the fees for the listing
and trading of shares in private joint stock companies.
Article (16)
Penalties
All parties in violation of the provisions of these Regulations shall be penalized in
accordance with the laws, regulations and decision issued by virtue thereof.
Article (17)
Final Provisions
Private joint stock companies which are listed in the Market shall be exempt from
Ministerial Resolution No (518) of 2009 concerning the Governance Rules and Corporate
Discipline Standards, Ministerial Resolution No (370) of 2009 concerning the Share
Register of Private joint stock Companies and the Authority’s Board of Directors
Decision No. (3) of 2000 concerning the Regulations as to Disclosure and Transparency.
Article (18)
Publication and Enforcement of the Decision
This Decision shall be published in the Official Gazette and shall become effective on the
day following the date of its publication.
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Engineer / Sultan Bin Saeed Al Mansouri
Chairman of the Board of Directors
issued in Abu Dhabi on [] 2014