Entire Section

  • Part 4 Part 4 Other Requirements

    • AMI 8 AMI 8 Controllers

      • AMI 8.1 AMI 8.1 Application

        • AMI 8.1.1

          This chapter applies to:

          (a) an Authorised Market Institution; or
          (b) a Person who is a Controller as defined in Rule 8.1.2.
          Derived from RM118/2013 [VER15/07-13]

        • Definition of a Controller

          • AMI 8.1.2 AMI 8.1.2

            (1) A Controller is a Person who, either alone or with any Associate:
            (a) holds 10% or more of the shares in either the Authorised Market Institution or a Holding Company of that institution;
            (b) is entitled to exercise, or control the exercise of, 10% or more of the voting rights in either the Authorised Market Institution or a Holding Company of that institution; or
            (c) is able to exercise significant influence over the management of the Authorised Market Institution as a result of holding shares or being able to exercise voting rights in the Authorised Market Institution or a Holding Company of that institution or having a current exercisable right to acquire such shares or voting rights.
            (2) A reference in this chapter to:
            (a) a share means:
            (i) in the case of an Authorised Market Institution or a Holding Company of an Authorised Market Institution which has a share capital, its allotted shares;
            (ii) in the case of an Authorised Market Institution or a Holding Company of an Authorised Market Institution with capital but no share capital, rights to a share in its capital; and
            (iii) in the case of an Authorised Market Institution or a Holding Company of an Authorised Market Institution without capital, any interest conferring a right to share in its profits or losses or any obligation to contribute to a share of its debt or expenses in the event of its winding up.
            (b) "a holding" means, in respect of a Person, shares, voting rights or a right to acquire shares or voting rights in an Authorised Market Institution or a Holding Company of that institution held by that Person either alone or with any Associate.
            Derived from RM118/2013 [VER15/07-13]

            • AMI 8.1.2 Guidance

              1. For the purposes of these Rules, the relevant definition of a Holding Company is found in the DIFC Companies Law. That definition provides when one body corporate is considered to be a holding company or a subsidiary of another body corporate and extends that concept to the ultimate holding company of the body corporate.
              2. Pursuant to Rule 8.1.2(1)(c), a Person becomes a Controller if that Person can exert significant management influence over an Authorised Market Institution. The ability to exert significant management influence can arise even where a Person, alone or with Associates, controls less than 10% of the shares or voting rights of the Authorised Market Institution or a Holding Company of that institution. Similarly, a Person may be able to exert significant management influence where such Person does not hold shares or voting rights but has exercisable rights to acquire shares or voting rights, such as under Options.
              Derived from RM118/2013 [VER15/07-13]

        • Disregarded Holdings

          • AMI 8.1.3

            For the purposes of determining whether a Person is a Controller, shares, voting rights or rights to acquire shares or voting rights that a Person holds, either alone or with an Associate, in an Authorised Market Institution or a Holding Company of that institution are disregarded if:

            (a) the shares are held for the sole purpose of clearing and settling within a short settlement cycle;
            (b) the shares are held in a custodial or nominee capacity and the voting rights attached to the shares are exercised only in accordance with written instructions given to that Person by another Person; or
            (c) the Person is an Authorised Firm or a Regulated Financial Institution and it:
            (i) acquires a holding of shares as a result of an underwriting of a share issue or a placement of shares on a firm commitment basis;
            (ii) does not exercise the voting rights attaching to the shares or otherwise intervene in the management of the issuer; and
            (iii) retains the holding for a period less than one year.
            Derived from RM118/2013 [VER15/07-13]

      • AMI 8.2 AMI 8.2 Changes Relating to Control

        • Requirement for Prior Approval of Controllers of an Authorised Market Institution incorporated under DIFC law

          • AMI 8.2.1 AMI 8.2.1

            (1) In the case of an Authorised Market Institution which is incorporated under DIFC law, a Person must not:
            (a) become a Controller of the Authorised Market Institution; or
            (b) increase the level of control which that Person has in the Authorised Market Institution beyond a threshold specified in (2), unless that Person has obtained the prior written approval of the DFSA to do so.
            (2) For the purposes of (1)(b), the thresholds at which the prior written approval of the DFSA is required are when the relevant holding is increased:
            (a) from below 30% to 30% or more; or
            (b) from below 50% to 50% or more.
            Derived from RM118/2013 [VER15/07-13]

            • AMI 8.2.1 Guidance

              See Rule 8.1.2 for the circumstances in which a Person becomes a Controller of an Authorised Market Institution.

              Derived from RM118/2013 [VER15/07-13]

        • Approval Process

          • AMI 8.2.2 AMI 8.2.2

            (1) A Person who is required to obtain the prior written approval of the DFSA pursuant to Rule 8.2.1(1) must make an application to the DFSA using the appropriate form in AFN.
            (2) Where the DFSA receives an application under (1), it may:
            (a) approve the proposed acquisition or increase in the level of control;
            (b) approve the proposed acquisition or increase in the level of control subject to such conditions as it considers appropriate; or
            (c) object to the proposed acquisition or increase in the level of control.
            Derived from RM118/2013 [VER15/07-13]

            • AMI 8.2.2 Guidance

              1. A Person intending to acquire or increase control in an Authorised Market Institution should submit an application for approval in the appropriate form in AFN sufficiently in advance of the proposed acquisition to be able to obtain the DFSA approval in time for the proposed acquisition.
              2. Paragraph 3.6.7 of the RPP Sourcebook sets out the matters which the DFSA takes into consideration when exercising its powers under Rule 8.2.2 to approve, object to or impose conditions of approval relating to a proposed Controller or an increase in the level of control of an existing Controller.
              Derived from RM118/2013 [VER15/07-13]

          • AMI 8.2.3 AMI 8.2.3

            (1) Where the DFSA proposes to approve a proposed acquisition of or an increase in the level of control in an Authorised Market Institution pursuant to Rule 8.2.2(2)(a), it must:
            (a) do so as soon as practicable and in any event within 90 days of the receipt of a duly completed application, unless a different period is considered appropriate by the DFSA and notified to the applicant in writing; and
            (b) issue to the applicant, and where appropriate to the Authorised Market Institution, an approval notice as soon as practicable after making that decision.
            (2) An approval, including a conditional approval granted by the DFSA pursuant to Rule 8.2.2(2)(a) or (b), is valid for a period of one year from the date of the approval, unless an extension is granted by the DFSA in writing.
            Derived from RM118/2013 [VER15/07-13]

            • AMI 8.2.3 Guidance

              1. If the application for approval lodged with the DFSA does not contain all the required information, then the 90 day period runs from the date on which all the relevant information is provided to the DFSA.
              2. If a Person who has obtained prior DFSA approval for an acquisition of or an increase in the control in an Authorised Market Institution is unable to effect the acquisition before the end of the period referred to in Rule 8.2.3(2), it will need to obtain fresh approval from the DFSA.
              Derived from RM118/2013 [VER15/07-13]

        • Objection or Conditional Approval Process

          • AMI 8.2.4 AMI 8.2.4

            (1) Where the DFSA proposes to exercise its objection or conditional approval power pursuant to Rule 8.2.4(2)(b) or (c) in respect of a proposed acquisition or an increase in the level of control in an Authorised Market Institution, it must, as soon as practicable and in any event within 90 days of the receipt of the duly completed application form, provide to the applicant:
            (a) a written notice stating;
            (i) the DFSA's reasons for objecting to that Person as a Controller or to the Person's proposed increase in control; and
            (ii) any proposed conditions subject to which that Person may be approved by the DFSA; and
            (b) an opportunity to make representations within 14 days of the receipt of such objections notice or such other longer period as agreed to by the DFSA.
            (2) The DFSA must, as soon as practicable after receiving representations or, if no representations are received, after the expiry of the period for making representations referred to in (1)(b), issue a final notice stating that:
            (a) the proposed objections and any conditions are withdrawn and the Person is an approved Controller;
            (b) the Person is approved as a Controller subject to conditions specified in the notice; or
            (c) the Person is not approved and therefore is an unacceptable Controller with respect to that Person becoming a Controller of, or increasing the level of control in, the Authorised Firm.
            (3) If the DFSA decides to exercise its power under this Rule not to approve a Person as a Controller or to impose conditions on an approval, the Person may refer the matter to the FMT for review.
            Derived from RM118/2013 [VER15/07-13]
            [Amended] DFSA RM133/2014 (Made 21st August 2014). [VER16/06-14]

            • AMI 8.2.4 Guidance [Deleted]

              [Deleted] DFSA RM133/2014 (Made 21st August 2014). [VER16/06-14]

          • AMI 8.2.5 AMI 8.2.5

            (1) A Person who has been approved by the DFSA as a Controller of an Authorised Market Institution subject to any conditions must comply with the relevant conditions of approval.
            (2) A Person who has been notified by the DFSA pursuant to Rule 8.2.4(2)(c) as an unacceptable Controller must not proceed with the proposed acquisition of control of the Authorised Market Institution.
            Derived from RM118/2013 [VER15/07-13]

            • AMI 8.2.5 Guidance

              A Person who acquires control of or increases the level of control in an Authorised Market Institution without the prior DFSA approval or breaches a condition of approval is in breach of the Rules. See Rule 8.2.10 for the actions that the DFSA may take in such circumstances.

              Derived from RM118/2013 [VER15/07-13]

        • Notification for Decrease in the Level of Control of an AMI Incorporated under DIFC law

          • AMI 8.2.6

            A Controller of an Authorised Market Institution which is incorporated under DIFC law must submit, using the appropriate form in AFN, a written notification to the DFSA where that Person:

            (a) proposes to cease being a Controller; or
            (b) proposes to decrease the existing holding from more than 50% to 50% or less.
            Derived from RM118/2013 [VER15/07-13]

        • Notification for Changes in Control Relating to an Authorised Market Institution Incorporated Under Non-DIFC Law

          • AMI 8.2.7

            (1) In the case of an Authorised Market Institution which is incorporated other than under DIFC law, a written notification to the DFSA must be submitted by a Controller or a Person proposing to become a Controller in accordance with (3) in respect of any one of the events specified in (2).
            (2) For the purposes of (1), a notification to the DFSA is required when:
            (a) a Person becomes a Controller;
            (b) an existing Controller proposes to cease being a Controller; or
            (c) an existing Controller's holding is:
            (i) increased from below 30% to 30% or more;
            (ii) increased from below 50% to 50% or more; or
            (iii) decreased from more than 50% to 50% or less.
            (3) The notification required under (1) must be made using the appropriate form in AFN as soon as possible, and in any event, before making the relevant acquisition or disposition.
            Derived from RM118/2013 [VER15/07-13]

        • Obligations of an Authorised Market Institution Relating to its Controllers

          • AMI 8.2.8 AMI 8.2.8

            (1) An Authorised Market Institution must have adequate systems and controls to monitor:
            (a) any change or proposed change of its Controllers; and
            (b) any significant changes in the conduct or circumstances of existing Controllers which might reasonably be considered to impact the fitness and propriety of the Authorised Market Institution or its ability to conduct business soundly and prudently.
            (2) An Authorised Market Institution must, subject to (3), notify the DFSA in writing of any event specified in (1) as soon as possible after becoming aware of that event.
            (3) An Authorised Market Institution need not comply with the requirement in (2) if it is satisfied on reasonable grounds that a proposed or existing Controller has either al obtained the prior approval of the DFSA or notified the event to the DFSA as applicable.
            Derived from RM118/2013 [VER15/07-13]

            • AMI 8.2.8 Guidance

              Steps which an Authorised Market Institution may take in order to monitor changes relating to its Controllers include the monitoring of any relevant regulatory disclosures, press reports, public announcements, share registers and entitlements to vote, or the control of voting rights, at general meetings.

              Derived from RM118/2013 [VER15/07-13]

          • AMI 8.2.9 AMI 8.2.9

            (1) An Authorised Market Institution must submit to the DFSA an annual report on its Controllers within four months of its financial year end.
            (2) The Authorised Market Institution's annual report on its Controllers must include:
            (a) the name of each Controller; and
            (b) the current holding of each Controller, expressed as a percentage.
            Derived from RM118/2013 [VER15/07-13]

            • AMI 8.2.9 Guidance

              1. An Authorised Market Institution may satisfy the requirements of Rule 8.2.9 by submitting a corporate structure diagram containing the relevant information.
              2. An Authorised Market Institution must take account of the holdings which the Controller, either alone or with an Associate, has in the Authorised Market Institution or any Holding Company of that institution (see the definition of a Controller in Rule 8.1.2).
              Derived from RM118/2013 [VER15/07-13]

        • Other Powers Relating to Controllers

          • AMI 8.2.10 AMI 8.2.10

            (1) Without limiting the generality of its other powers, the DFSA may, subject only to (2), object to a Person as a Controller of an Authorised Market Institution where such a Person:
            (a) has acquired or increased the level of control that Person has in an Authorised Market Institution without the prior written approval of the DFSA as required under Rule 8.2.1;
            (b) has breached the requirement in Rule 8.2.5 to comply with conditions of approval applicable to that Person; or
            (c) is no longer acceptable to the DFSA as a Controller.
            (2) Where the DFSA proposes to object to a Person as a Controller of an Authorised Market Institution, the DFSA must provide such a Person with:
            (a) a written notice stating:
            (i) the DFSA's reasons for objecting to that Person as a Controller; and
            (ii) any proposed conditions subject to which that Person may be approved by the DFSA; and
            (b) an opportunity to make representations within 14 days of the receipt of such notice or such other longer period as agreed to by the DFSA.
            (3) The DFSA must, as soon as practicable after receiving representations, or if no representations are made, after the expiry of the period for making representations referred to in (2)(b), issue a final notice stating that:
            (a) the proposed objections and any conditions are withdrawn and the Person is an approved Controller; or
            (b) the Person is approved as a Controller subject to conditions specified in the notice; or
            (c) the Person is an unacceptable Controller and accordingly, must dispose of that Person's holdings.
            (4) Where the DFSA has issued a final notice imposing any conditions subject to which a Person is approved as a Controller, that Person must comply with those conditions.
            (5) Where the DFSA has issued a final notice declaring a Person to be an unacceptable Controller that Person must dispose of the relevant holdings within such period as specified in the final notice.
            (6) If the DFSA decides to exercise its power under this Rule to object to a Person as a Controller, to impose conditions on an approval or to require a Person to dispose of their holdings, the Person may refer the matter to the FMT for review.
            Derived from RM118/2013 [VER15/07-13]
            [Amended] DFSA RM133/2014 (Made 21st August 2014). [VER16/06-14]

            • AMI 8.2.10 Guidance [Deleted]

              [Deleted] DFSA RM133/2014 (Made 21st August 2014). [VER16/06-14]

    • AMI 9 AMI 9 Supervision of Authorised Market Institutions

      • AMI 9.1 AMI 9.1 Application

        • AMI 9.1.1

          This chapter applies to every Authorised Market Institution.

          Derived from RM118/2013 [VER15/07-13]

      • AMI 9.2 AMI 9.2 Relations with Regulators and the Risk Based Approach

        • AMI 9.2.1

          An Authorised Market Institution must deal with regulatory authorities in an open and co-operative manner and keep the DFSA promptly informed of significant events or activities, wherever they are carried on, relating to the Authorised Market Institution, of which the DFSA would reasonably expect to be notified.

          Derived from RM118/2013 [VER15/07-13]

        • AMI 9.2.2

          An Authorised Market Institution must advise the DFSA immediately if it becomes aware, or has reasonable grounds to believe, that a significant breach of a Rule or Licensing Requirement by the Authorised Market Institution or any of its Employees may have occurred or may be about to occur.

          Derived from RM118/2013 [VER15/07-13]

      • AMI 9.3 AMI 9.3 Notifications

        • AMI 9.3.1

          Unless otherwise provided, notifications in this section may be made orally or in writing, whichever is more appropriate in the circumstances, but where the Authorised Market Institution gives notice or information orally, it must confirm that notice or information in writing without delay.

          Derived from RM118/2013 [VER15/07-13]

      • AMI 9.4 AMI 9.4 Key Individuals

        • Notifications

          • AMI 9.4.1 AMI 9.4.1

            An Authorised Market Institution must, where an individual ceases or is reasonably likely to cease to be a Key Individual of the Authorised Market Institution, give written notice to the DFSA of that event and take prompt action to replace the Key Individual who has ceased to perform the relevant functions.

            Derived from RM118/2013 [VER15/07-13]

            • AMI 9.4.1 Guidance

              1. An Authorised Market Institution must lodge with the DFSA the relevant applications for the approval of the proposed Key Individual in accordance with the requirements in section 3.3.
              2. An Authorised Market Institution should ensure that functions that are assigned to Key Individuals as per the definitions of those functions are carried out by the relevant Key Individuals or other individuals subject to appropriate oversight and control of the relevant Key Individuals.
              3. The DFSA does not need to be notified where minor changes are made to the responsibilities of a Key Individual, but where major changes in responsibilities are made, such as a significant re-alignment of responsibilities, then the DFSA should be notified with the appropriate information. Such changes may also require the DFSA prior approval if they are material changes. See section 4.3.
              Derived from RM118/2013 [VER15/07-13]

        • Disciplinary Action and Events Relating to Key Individuals

          • AMI 9.4.2

            Where any Key Individual of an Authorised Market Institution:

            (a) is the subject of any:
            (i) disciplinary action arising out of alleged misconduct; or
            (ii) criminal prosecution arising out of alleged misconduct involving fraud or dishonesty;
            (b) resigns as a result of an investigation into alleged misconduct; or
            (c) is dismissed for misconduct;

            the Authorised Market Institution must immediately give the DFSA notice of that event and give the following information:
            (d) the name of the Key Individual and his responsibilities within the Authorised Market Institution;
            (e) details of the alleged acts of misconduct by that Key Individual; and
            (f) details of any disciplinary action which has been imposed or is proposed to be taken by that body in relation to that Key Individual.
            Derived from RM118/2013 [VER15/07-13]

          • AMI 9.4.3

            Where an Authorised Market Institution becomes aware that any of the following events have occurred in relation to a Key Individual, it must immediately give the DFSA notice of that event:

            (a) a petition of bankruptcy is presented against a Key Individual;
            (b) a bankruptcy order is made against a Key Individual; or
            (c) a Key Individual entering into a voluntary arrangement with his creditors.
            Derived from RM118/2013 [VER15/07-13]

      • AMI 9.5 AMI 9.5 Constitution and Governance

        • AMI 9.5.1

          Where an Authorised Market Institution is to circulate any notice or other document proposing any amendment to its memorandum or articles of association, or other document relating to its constitution, to:

          (a) its shareholders or any group or class of them;
          (b) persons granted access to its facilities or any group or class of them; or
          (c) any other group or class of persons which has the power to make that amendment or whole consent or approval is required before it may be made:

          that Authorised Market Institution must give notice of that proposed amendment to the DFSA setting out the following information:

          (d) the proposed amendment;
          (e) the reasons for the proposal; and
          (f) a description of the group or class of persons to whom the proposal is to be circulated.
          Derived from RM118/2013 [VER15/07-13]

        • AMI 9.5.2

          Where an Authorised Market Institution makes an amendment to its memorandum or articles of association, or other document relating to its constitution, that Authorised Market Institution must immediately give the DFSA notice of that event, setting out written particulars of that amendment and of the date on which it is to become or became effective.

          Derived from RM118/2013 [VER15/07-13]

        • AMI 9.5.3 AMI 9.5.3

          (1) Where any significant change is made to an agreement which relates to the constitution, or to the corporate governance framework or the remuneration structure or strategy, of an Authorised Market Institution, that Authorised Market Institution must give the DFSA a notice as provided in (2).
          (2) Where any significant change is made to:
          (a) an agreement which relates to the constitution of an Authorised Market Institution, the Authorised Market Institution must give the DFSA notice of that change as soon as it becomes aware of it, and the date on which it is to become or became effective; or
          (b) the corporate governance framework or the remuneration structure or strategy of an Authorised Market Institution, the Authorised Market Institution must give the DFSA notice of that change as soon as practicable before making such a change.
          Derived from RM118/2013 [VER15/07-13]

          • AMI 9.5.3 Guidance

            1. Key aspects of the corporate governance framework of an Authorised Market Institution encompass a range of matters. These include the composition of its Governing Body, any committees of the Governing Body, the senior management and the Persons Undertaking Key Control Functions, the reporting lines between the Governing Body, senior management and the Persons Undertaking Key Control Functions and any key policies and practices relating to the internal governance of the firm, such as codes of ethics or its remuneration practices. Significant changes relating to such arrangements and policies need to be notified to the DFSA pursuant to Rule 9.5.3(2)(b) before making any changes.
            3. Notification relating to proposed changes to corporate governance and remuneration referred to in Rule 9.5.3(2)(b) must be given sufficiently in advance of effecting the proposed change. If there are any concerns that an Authorised Market Institution may not be able to meet the applicable requirements relating to corporate governance and remuneration set out in GEN Rules 5.3.30 and 5.3.31 as a result of a proposed change, the DFSA may require the Authorised Market Institution to address those concerns effectively before implementing such a change.
            Derived from RM118/2013 [VER15/07-13]

      • AMI 9.6 AMI 9.6 Financial and Other Information

        • AMI 9.6.1

          An Authorised Market Institution must give the DFSA:

          (a) a copy of its annual report and accounts; and
          (b) a copy of any consolidated annual report and accounts of any group of which the Authorised Market Institution is a member;

          no later than when the first of the following events occurs:
          (c) three months after the end of the financial year to which the document relates;
          (d) the time when the documents are sent to Persons granted access to the facilities or shareholders of the Authorised Market Institution; or
          (e) the time when the document is sent to a Holding Company of the Authorised Market Institution.
          Derived from RM118/2013 [VER15/07-13]

        • AMI 9.6.2

          Where an audit committee of an Authorised Market Institution has received a report in relation to any period or any matter relating to any Regulatory Functions of that Authorised Market Institution, the Authorised Market Institution must immediately give the DFSA a copy of that report.

          Derived from RM118/2013 [VER15/07-13]

        • AMI 9.6.3

          An Authorised Market Institution must give the DFSA a copy of its quarterly management accounts within one month of the end of the period to which they relate.

          Derived from RM118/2013 [VER15/07-13]

        • AMI 9.6.4 AMI 9.6.4

          An Authorised Market Institution must give the DFSA:

          (a) a statement of its anticipated income, expenditure and cash flow for each financial year; and
          (b) an estimated balance sheet showing its position as it is anticipated at the end of each financial year;

          at least 15 days before the beginning of that financial year.

          Derived from RM118/2013 [VER15/07-13]

          • AMI 9.6.4 Guidance

            An Authorised Market Institution is subject to GEN 8 and the requirements imposed by those Rules.

            Derived from RM118/2013 [VER15/07-13]

        • Fees and Charges

          • AMI 9.6.5

            An Authorised Market Institution must give the DFSA a summary of:

            (a) any proposal for changes to the fees or charges levied on users of its facilities, or any group or class of them, at the same time as the proposal is communicated to the relevant users; and
            (b) any such change, no later than the date when it is published and notified to relevant parties.
            Derived from RM118/2013 [VER15/07-13]

      • AMI 9.7 AMI 9.7 Complaints

        • AMI 9.7.1

          Where an Authorised Market Institution has investigated a complaint arising in connection with the performance of, or failure to perform, any of its Regulatory Functions, and the conclusion is, that the Authorised Market Institution should:

          (a) make a compensatory payment to any person; or
          (b) remedy the matter which was the subject of that complaint,

          the Authorised Market Institution must immediately notify the DFSA of that event and give the DFSA a copy of the report and particulars of the recommendation as soon as that report or those recommendations are available to it.

          Derived from RM118/2013 [VER15/07-13]

      • AMI 9.8 AMI 9.8 Notification

        • Notification in Respect of Trading

          • AMI 9.8.1

            Where an Authorised Market Institution proposes to remove from trading or admit to trading, by means of its facilities, a class of Investment which it has not previously traded, but is licensed to do so, it must give the DFSA notice of that event, at the same time as the proposal is communicated to persons granted access to its facilities or shareholders, with the following information;

            (a) a description of the Investment to which the proposal relates;
            (b) where that Investment is a derivative product, the proposed terms of that derivative; and
            (c) the name of any clearing or settlement facility in respect of that Investment.
            Derived from RM118/2013 [VER15/07-13]

          • AMI 9.8.2

            Where an Authorised Market Institution decides to suspend, restore from suspension or cease trading any Investment, it must immediately notify the DFSA and any person granted access to its facilities of the decision.

            Derived from RM118/2013 [VER15/07-13]

          • AMI 9.8.3 AMI 9.8.3

            Where a Clearing House proposes to cease clearing or settling, or to commence clearing or settling, by means of its facilities, a class of Investment which it has not previously cleared or settled, but is licensed to do so, it must give the DFSA notice of that event, at the same time as the proposal is communicated to persons granted access to its facilities or shareholders, with the following information;

            (a) a description of the Investment to which the proposal relates;
            (b) where that Investment is a derivative product, the proposed terms of that derivative; and
            (c) the name of any trading facility in respect of that Investment.
            Derived from RM118/2013 [VER15/07-13]

            • AMI 9.8.3 AMI 9.8.3 Delisting or Suspension of Securities from an Official List of Securities

              • AMI 9.8.3 Guidance

                An Authorised Market Institution which maintains an Official List of Securities has the power under Article 35(1) of the Markets Law 2012 to delist or suspend Securities from its Official List of Securities.

                Derived from RM118/2013 [VER15/07-13]

          • AMI 9.8.4

            Where an Authorised Market Institution suspends, restores or delists from suspension any Securities from an Official List of Securities it maintains under an endorsement on its Licence, it must immediately notify the DFSA of its decision and the reasons for the decision.

            Derived from RM118/2013 [VER15/07-13]

      • AMI 9.9 AMI 9.9 Information Technology Systems

        • AMI 9.9.1

          Where an Authorised Market Institution changes any of its plans for action in response to a failure of any of its information technology systems resulting in disruption to the operation of its facilities, it must immediately give the DFSA notice of that event, and a copy of the revised or new plan.

          Derived from RM118/2013 [VER15/07-13]

        • AMI 9.9.2

          Where any reserve information technology system of an Authorised Market Institution fails in such a way that, if the main information technology system of that body were also to fail, it would be unable to operate any of its facilities during its normal hours of operation, that body must immediately give the DFSA notice of that event, and inform the DFSA of:

          (a) what action that Authorised Market Institution is taking to restore the operation of the reserve information technology system; and
          (b) when it is expected that the operation of that system will be restored.
          Derived from RM118/2013 [VER15/07-13]

        • Inability to Discharge Regulatory Functions

          • AMI 9.9.3

            Where, because of the occurrence of any event or circumstances, an Authorised Market Institution is unable to discharge any Regulatory Function, it must immediately give the DFSA written notice of its inability to discharge that function, and inform the DFSA of:

            (a) what event or circumstance has caused it to become unable to do so;
            (b) which of its Regulatory Functions it is unable to discharge; and
            (c) what action, if any, it is taking or proposes to take to deal with the situation and, in particular, to enable it to recommence discharging that Regulatory Function.
            Derived from RM118/2013 [VER15/07-13]

      • AMI 9.10 AMI 9.10 Investigations and Disciplinary Action

        • AMI 9.10.1 AMI 9.10.1

          Where an Authorised Market Institution becomes aware that a person other than the DFSA has been appointed by any regulatory authority to investigate:

          (a) any business transacted on or through its facilities; or
          (b) any aspect of the clearing or settlement services which it provides,

          it must immediately give the DFSA notice of that event.

          Derived from RM118/2013 [VER15/07-13]

          • AMI 9.10.1 Guidance

            An Authorised Market Institution need not give the DFSA notice of:

            a. routine inspections or visits undertaken in the course of regular monitoring, complaints handling or as part of a series of theme visits;
            b. routine requests for information; or
            c. investigations into the conduct of Persons granted access to the facilities of an Authorised Market Institution where the use of its facilities is a small or incidental part of the subject matter of the investigation.
            Derived from RM118/2013 [VER15/07-13]

        • Disciplinary Action Relating to Persons Granted Access to its Facilities

          • AMI 9.10.2

            Where an Authorised Market Institution has taken disciplinary action against a Member or any other Person granted access to its facilities, or any Employee of such Person, in respect of a breach of its Business Rules, trading rules or Listing Rules, the Authorised Market Institution must immediately notify the DFSA of that event, and give:

            (a) the name of the Person concerned;
            (b) details of the disciplinary action taken by the Authorised Market Institution; and
            (c) the Authorised Market Institution's reasons for taking that disciplinary action.
            Derived from RM118/2013 [VER15/07-13]

          • AMI 9.10.3

            Where an appeal is lodged against any disciplinary action referred to in Rule 9.10.2, the Authorised Market Institution must immediately give the DFSA notice of that event and:

            (a) the name of the appellant and the grounds on which the appeal is based, immediately; and
            (b) the outcome of the appeal, when known.
            Derived from RM118/2013 [VER15/07-13]

        • Criminal Offences and Civil Prohibition

          • AMI 9.10.4

            Where an Authorised Market Institution has information tending to suggest that any person has:

            (a) been carrying on Financial Services in the DIFC in contravention of the general prohibition;
            (b) engaged in Market Abuse; or
            (c) engaged in financial crime or money laundering;

            it must immediately give the DFSA notice of that event, along with full details of that information in writing. In regard to (c) the AMI must immediately inform the appropriate authorities in the U.A.E.

            Derived from RM118/2013 [VER15/07-13]
            [Amended] RM193/2016 (Made 7th December 2016). [VER18/02-17]

        • Directions by an Authorised Market Institution

          • AMI 9.10.5

            Where an Authorised Market Institution:

            (a) decides to limit the open position of any Person in Investments; or
            (b) issues directions to any Person to close out his position in any Investment;

            that Authorised Market Institution must immediately give the DFSA notice of that event, and the Person's name, the Investment and size of any position to be limited or closed-out and the reasons for the Authorised Market Institution's decision.

            Derived from RM118/2013 [VER15/07-13]

      • AMI 9.11 AMI 9.11 Supervisory Directions

        • AMI 9.11 Guidance

          1. Article 26 of the Markets Law provides as follows:
          "(1) Without limiting the application of the Regulatory Law 2004, the DFSA may direct an Authorised Market Institution to do or not do specified things that the DFSA considers are necessary or desirable or ensure the integrity of the financial services industry in the DIFC, including but not limited to, directions:
          (a) requiring compliance with any duty, requirement, prohibition, obligation or responsibility applicable to an Authorised Market Institution;
          (b) requiring an Authorised Market Institution to act in a specified manner in relation to transactions conducted on or through the facilities operated by an Authorised Market Institution, or in relation to a specified class of transactions; or
          (c) requiring an Authorised Market Institution to act in a specified manner or to exercise its powers under any rules that the Authorised Market Institution has made.
          (2) Without limiting the application of Article 75 of the Regulatory Law 2004, the DFSA may direct an Authorised Market Institution to:
          (a) close the market or facilities operated by an Authorised Market Institution in a particular manner or for a specified period;
          (b) suspend transactions on the market or through the facilities operated by an Authorised Market Institution;
          (c) suspend transactions in Investments conducted on the market or through the facilities operated by an Authorised Market Institution;
          (d) prohibit trading in Investments conducted on the market or through the facilities operated by an Authorised Market Institution;
          (e) defer for a specified period the completion date of transactions conducted on the market or through the facilities operated by an Authorised Market Institution;
          (f) prohibit a specified person from undertaking any transactions on the facilities operated by the Authorised Market Institution; or
          (g) do any act or thing, or not do any act or thing, in order to ensure an orderly market, or reduce risk to the DFSA's objectives."
          2. The DFSA expects to use these powers only in exceptional circumstances. Factors the DFSA will consider in exercising these powers include:
          a. what steps the Authorised Market Institution has taken or is taking in respect of the issue being addressed in the planned direction;
          b. the impact on the DFSA's objectives if a direction were not issued; or
          c. whether it is in the interests of the DIFC.
          3. The Decision Notice given by the DFSA will specify what an Authorised Market Institution is required to do under the exercise of such powers.
          Derived from RM118/2013 [VER15/07-13]
          [Amended] DFSA RM133/2014 (Made 21st August 2014). [VER16/06-14]

      • AMI 9.12 AMI 9.12 Reports

        • AMI 9.12.1

          For the purposes of Article 74(2) of the Regulatory Law 2004, an Authorised Market Institution must deliver to the DFSA a report in writing at such times as the DFSA may direct addressing those matters contained in Article 74(2)(a)-(d) of the Regulatory Law and such other matters as the DFSA may reasonably require.

          Derived from RM118/2013 [VER15/07-13]

      • AMI 9.13 AMI 9.13 Listing Directions

        Derived from RM118/2013 [VER15/07-13]

        • AMI 9.13 Guidance

          Article 35(2) of the Markets Law 2012 allows the DFSA to direct an Authorised Market Institution to suspend or restore from suspension or delist Securities from its Official List of Securities. Such directions may take immediate effect or from a date and time as may be specified in the directive.

          Derived from RM118/2013 [VER15/07-13]

      • AMI 9.14 AMI 9.14 Public Disclosures of Decisions in Relation to an Official List of Securities of an Authorised Market Institution

        • AMI 9.14.1 AMI 9.14.1

          (1) An Authorised Market Institution must make a market disclosure:
          (a) on the website of the Authorised Market Institution; and
          (b) to the DFSA,
          of decisions in relation to the following events:
          (c) an admission of Securities to its Official List of Securities;
          (d) a suspension of Securities from its Official List of Securities;
          (e) a restoration from suspension of Securities from its Official List of Securities;
          (f) a delisting of Securities from its Official List of Securities; and
          (g) a suspension, restoration from suspension or decision to cease trading of any Investment.
          (2) The disclosure made in accordance with (1) should also indicate whether the event was made under a direction made to the Authorised Market Institution by the DFSA.
          Derived from RM118/2013 [VER15/07-13]

          • AMI 9.14.1 Guidance

            Disclosures made in accordance with Rule 9.14.1 are designed to help ensure that an orderly market exists in relation to Securities admitted to an Official List of Securities of an Authorised Market Institution.

            Derived from RM118/2013 [VER15/07-13]

    • AMI 10 AMI 10 Withdrawal of a Licence

      • AMI 10.1 AMI 10.1 Application

        • AMI 10.1.1

          This chapter applies to an Authorised Market Institution.

          Derived from RM118/2013 [VER15/07-13]

      • AMI 10.2 AMI 10.2 Withdrawal of a Licence at an Authorised Market Institution's request

        • AMI 10.2.1 AMI 10.2.1

          (1) An Authorised Market Institution must continue to carry on every Financial Service it is authorised to conduct under its Licence until its Licence is withdrawn or the DFSA consents in writing.
          (2) An Authorised Market Institution seeking to have its Licence withdrawn must submit a request in writing stating:
          (a) the reasons for the request;
          (b) the date on which it will cease to carry on Financial Services in or from the DIFC;
          (c) how Persons using facilities maintained by it for trading, clearing or settlement, as applicable, are affected and any alternative arrangements made for the trading, clearing or settlement;
          (d) where applicable, how persons with Securities admitted to an Official List of Securities maintained by it are affected and any alternative arrangements made for the listing and trading of the relevant Securities; and
          (e) that it has discharged, or will discharge, all obligations owed to its users in respect of whom the Authorised Market Institution has carried on Financial Services in or from the DIFC.
          Derived from RM118/2013 [VER15/07-13]

          • AMI 10.2.1 Guidance

            1. The DFSA will need to be satisfied when considering requests under Rule 10.2.1, that an Authorised Market Institution has made appropriate arrangements with respect to its existing users (including the receipt of consent where required) and, in particular:
            a. whether there may be a long period in which the business will be wound down or transferred;
            b. whether money and other assets belonging to users must be returned to them; and
            c. whether there is any other matter which the DFSA would reasonably expect to be resolved before granting a request for the withdrawal of a Licence.
            2. In determining a request for the withdrawal of a Licence, the DFSA may require additional procedures or information as appropriate including evidence that the Authorised Market Institution has ceased to carry on Financial Services.
            3. Detailed plans should be submitted where there may be an extensive period of wind-down. It may not be appropriate for an Authorised Market Institution to immediately request a withdrawal of its Licence in all circumstances, although it may wish to consider reducing the scope of its Licence during this period. Authorised Market Institution should discuss these arrangements with the DFSA.
            4. The DFSA may refuse a request for the withdrawal of a Licence where it appears that users and customers may be adversely affected.
            5. The DFSA may also refuse a request for the withdrawal of a Licence where:
            a. the Authorised Market Institution has failed to settle its debts to the DFSA; or
            b. it is in the interests of a current or pending investigation by the DFSA, or by another regulatory body or Financial Services Regulator.
            6. Under Article 63 where the DFSA grants a request for the withdrawal of a Licence, the DFSA may continue to exercise any power under the Regulatory Law, the Markets Law or Rules in relation to an Authorised Market Institution for a period of three years from the date on which it became aware of the matter giving rise to the right to exercise the power.
            Derived from RM118/2013 [VER15/07-13]
            [Amended] DFSA RM133/2014 (Made 21st August 2014). [VER16/06-14]

      • AMI 10.3 AMI 10.3 Withdrawal of a Licence on the DFSA's Initiative

        • AMI 10.3 Guidance

          In section 10.2 above, an application to withdraw a Licence will be at the Authorised Market Institution's request. Under Article 51 of the Regulatory Law, the DFSA may act on its own initiative to withdraw an Authorised Market Institution's Licence in cases when the Authorised Market Institution no longer has authority to carry on any Financial Service, is no longer meeting the conditions of its Licence or has failed to remove a Controller in the circumstances described in Article 64 of the Regulatory Law.

          Derived from RM118/2013 [VER15/07-13]

    • AMI 11 AMI 11 Appeals from Authorised Market Institution Decisions

      • AMI 11.1 AMI 11.1 Application

        • AMI 11.1.1

          (1) Pursuant to Article 30 of the Regulatory Law, any Person who:
          (a) is aggrieved by a decision of the Authorised Market Institution;
          (b) has a right to a further appeal of the Authorised Market Institution decision to a tribunal under the Business Rules of that Authorised Market Institution; and
          (c) has exhausted the internal appeal process of that Authorised Market Institution;
          may appeal the Authorised Market Institution decision by commencing a regulatory proceeding before the FMT.
          (2) The grounds on which an appeal may lie under this Rule are limited to the following:
          (a) an error of law or jurisdiction;
          (b) a breach of the rules of natural justice; or
          (c) the decision is manifestly unreasonable.
          Derived from RM118/2013 [VER15/07-13]
          [Amended] DFSA RM133/2014 (Made 21st August 2014). [VER16/06-14]

    • AMI 12 AMI 12 Transition and Saving

      • AMI 12.1 AMI 12.1 Transitional Rule for Key Individuals

        • AMI 12.1.1

          (1) In this Rule:
          (a) "Commencement Date" means the date on which the DIFC Law Amendment Law No. 1 of 2014 comes into force;
          (b) "Current Regime" means the provisions in the Regulatory Law and AMI module as in force on the Commencement Date; and
          (c) "Previous Regime" means the provisions in the Regulatory Law and AMI module as in force immediately before the Commencement Date.
          (2) A Person who was authorised as a Key Individual by the DFSA under the Previous Regime is on the Commencement Date deemed to be authorised as a Key Individual by the DFSA under the Current Regime.
          Derived from RM118/2013 [VER15/07-13]
          [Amended] DFSA RM133/2014 (Made 21st August 2014). [VER16/06-14]

        • AMI 12.1.2 [Deleted]

          [Deleted] DFSA RM133/2014 (Made 21st August 2014). [VER16/06-14]

      • AMI 12.2 AMI 12.2 [Deleted]

        • AMI 12.2.1 [Deleted]

          [Deleted] DFSA RM133/2014 (Made 21st August 2014). [VER16/06-14]

      • AMI 12.3 AMI 12.3 Saving Rules

        • AMI 12.3.1

          (1) Save as provided in Rule 12.2.1, anything done or omitted to be done pursuant to or for the purposes of the Previous Regime is deemed to be done or omitted to be done pursuant to or for the purposes of the Current Regime.
          (2) Without prejudice to (1):
          (a) any right, privilege, remedy, obligation or liability accrued to or incurred by any Person; and
          (b) any investigation or legal or administrative proceeding commenced or to be commenced in respect of any right, privilege, remedy, obligation or liability,
          under the Previous Regime continues and is enforceable under the Current Regime.
          Derived from RM118/2013 [VER15/07-13]