MKT 9.6 MKT 9.6 Suspending, Delisting and Restoring a Listing
MKT 9.6 Guidance1. Under Article 35 of the Law, the
DFSAmay, suspend or delist, or require an Authorised Market Institutionto suspend or delist, Securitiesfrom an Official List of Securitieswith immediate effect or from such date and time as may be specified where it is satisfied that there are circumstances that warrant such action or it is in the interests of the DIFC.
References2. Under Article 35(4) of the Law, a
Personmay commence a reference to the FMTin relation to any decision by the DFSAto suspend or delist such Person's Securitiesfrom the Official List of Securitiesor to direct an Authorised Market Institutionto suspend or delist the Person's Securities..3. Under Article 29 of the Regulatory Law, a Personthat commences a reference to the FMTmust do so within 30 days of the relevant decision.4. The form of submission that a reference must take is specified in the rules of procedures of the FMT.
Suspending Securities from the Official List of Securities
Suspending Securities from the Official List of Securities Guidance
Examples of circumstances that warrant the suspension by the
DFSAof Securitiesfrom the Official List of Securitiesinclude:1. the Listed Entityhas failed to meet its continuing obligations for listing;2. the Listed Entityhas failed to publish financial information in accordance with the Markets Rules;3. the Listed Entityis unable to assess accurately its financial position and inform the market accordingly;4. there is insufficient publicly-available information in the market about a proposed transaction which involves the Listed Entityor the relevant Securities;5. the Listed Entity's Securitieshave been suspended elsewhere;6. the Listed Entityhas appointed administrators or receivers, or is an Investment Trustor Fundand is winding up;7. the relevant Securitiesare a securitised Derivativeand any underlying instrument is suspended;8. for a Derivativewhich carries a right to buy or subscribe for another Security, the Securityover which the Derivativecarries a right to buy or subscribe has been suspended; or9. the DFSAconsiders it is in the interests of the DIFC, including the interests of investors, potential investors or the DIFCcapital markets.
Listed Entitywhich has had the Listingof any of its Securitiessuspended must continue to comply with all relevant Listing Rulesapplicable to it.
DFSAsuspends the Listingof any Securities, it may impose such requirements on the procedure for lifting the suspension as it considers appropriate.
Suspension or delisting at the Listed Entity's Request
MKT 9.6.3 MKT 9.6.3(1) If a
Listed Entitywishes to have its Listed Securitiessuspended or delisted from the List, it must submit a request in writing to the DFSAand include:(a) the reasons for the request;(b) the date and time on which the suspension or delisting is to take place; and(c) any other information regarding the Securitiesor the circumstances of the suspension or delisting which the DFSArequires.(2) The DFSA may impose such conditions or requirements as it considers appropriate on the suspension or delisting in (1).
MKT 9.6.3 Guidance1. A
Listed Entityrequesting delisting should submit such request in reasonable time for the DFSAto consider the request and satisfy the DFSAthat a delisting would be appropriate.2. Examples of other information which the DFSAmay require pursuant to Rule 9.6.3(1)(c) include proof or shareholder resolution if required, evidence of any announcement, circular or other document which the Listed Entityis relying on as part of its request to suspend or delist its Listing.3. A Listed Entityrequesting cancellation of its listing should provide existing security holders with sufficient notice prior to the cancellation date in order to provide them with an opportunity to sell their Securities.4. An example of the type of condition the DFSA may impose pursuant to Rule 9.6.3(2) is the imposition of a time limit for the suspension.
Restoration of a Listing
DFSAmay restore the listing of any Securitieswhich have been suspended if it considers that:(a) the smooth operation of the market is no longer jeopardised; or(b) where relevant, the suspension is no longer required to protect investors.
DFSAmay restore the listing of any Securitieswhich have been suspended whether the restoration was requested by the relevant Listed Entityor at the DFSA'sown initiative.
Delisting Securities from the Official List of Securities
MKT 9.6.6 MKT 9.6.6
For the purposes of Article 35(1) of the Law, the circumstances which may warrant the delisting of
Securitiesby the DFSAinclude, but are not limited to, where:(a) the Securitiesare no longer admitted to trading as required by these Rulesand the Law;(b) the Listed Entityno longer satisfies on or more of its continuing obligations for Listing;(c) the Securitieshave been suspended from the Official Listfor more than six months;(d) it is necessary because the Securitieshave been subject to a merger, takeover or reverse takeover;(e) the Listingis a secondary Listingand the Securitieshave been cancelled on their primary listing or are no longer admitted to trading for such primary listing;(f) it is in the interests of the DIFC, including the interests of investors, potential investors or the DIFCcapital markets; or(g) the Securitieshave been redeemed or cease to exist for any other reason.
MKT 9.6.6 Guidance
In Rule 9.6.6(b), an example of a breach of the continuing obligations which may warrant a delisting by the
DFSAwould be where the percentage of shares in public hands falls below 25% or such lower percentage as the DFSAmay permit. The DFSAmay, however, allow a reasonable time to restore the percentage unless this is precluded by the need to maintain the smooth operation of the market or to protect investors.