SECURITIES INVESTMENT BUSINESS LAW (2011 REVISION): A BASIC GUIDE TO REGULATION IN THE CAYMAN ISLANDS Securities Securities business is regulated by the Securities Investment Business Law (2011 Revision)(‘SIBL’). Schedule 1 of the SIBL defines ‘securities’ as: 1. shares or stock of any kind of the share capital of a company; 2. debentures, loan stock, bonds, certificates of deposit and any other instrument that creates or acknowledges debt (excluding various banking and monetary instruments e.g. cheques, mortgage instruments and land charges); 3. warrants and other instruments that allow the holder to subscribe for certain securities; 4. certificates or other instruments which confer contractual or proprietary rights; www.samsonandmcgrath.com Cayman Islands - Legal Update - The Directors Registration and Licencing Law 2014 June 2014 5. options on any security and on any currency, precious metal or an option on an option; 6. futures; 7. rights under contracts for differences (e.g. cash-settled derivatives such as interest rate and stock index futures, forward rate agreements and swaps). Regulation of Securities Investment Business SIBL regulates natural or corporate persons carrying on securities investment business, including market makers, broker-dealers, securities arrangers, securities advisors and securities managers, in or from the Cayman Islands. The Cayman Islands Monetary Authority (‘CIMA’) is directly responsible for licensing, supervision and enforcement. CIMA may investigate persons whom are believed to be undertaking securities investment business without a licence. The processing of licence and registration applications and the ongoing supervision of securities investment business licensees is the responsibility of the Investments and Securities Division of CIMA. Regulated Business – Categories There are 2 categories to be considered, namely licenced persons and excluded persons. Persons engaged in securities investment business must be: the holder of a Securities Investment Business Licence, or Registered as an Excluded Person. In determining whether a person is engaged in licensable activity, regard must be had to the definition of 'securities' in Schedule 1 of the SIBL. ‘Excluded Activities’ are set out under Schedule 3 SILB and a list of ‘Excluded Persons’ can be found at Schedule 4. www.samsonandmcgrath.com Cayman Islands - Legal Update - The Directors Registration and Licencing Law 2014 June 2014 Samson & McGrath Attorneys Samson & McGrath advises promoters, directors, managers and investors on all aspects of the establishment and continued operation of regulated and non-regulated business. We are proud to offer sound, commercially astute and practical legal guidance on all aspects of launching new ventures, including regulatory and licensing matters. Contact us For further information, please contact Ben Tonner or James Kennedy at the address below. Address: Telephone: Email: 5th Floor Genesis Building, +1 (345) 949 2740 info@samsonandmcgrath.com P.O. Box 446, Grand Cayman KY1-1106, Cayman Islands Disclaimer: This memorandum is intended to provide basic information for our clients and it does not constitute legal or taxation advice. This note is current at its date of drafting (June 2014). www.samsonandmcgrath.com Cayman Islands - Legal Update - The Directors Registration and Licencing Law 2014 June 2014