Entire Section
AMI 8.1 AMI 8.1 Application
AMI 8.1.1
This chapter applies to:
(a) anAuthorised Market Institution ; orDerived from RM118/2013 [VER15/07-13]Definition of a Controller
AMI 8.1.2 AMI 8.1.2
(1) AController is aPerson who, either alone or with anyAssociate :(a) holds 10% or more of the shares in either theAuthorised Market Institution or aHolding Company of that institution;(b) is entitled to exercise, or control the exercise of, 10% or more of the voting rights in either theAuthorised Market Institution or aHolding Company of that institution; or(c) is able to exercise significant influence over the management of theAuthorised Market Institution as a result of holding shares or being able to exercise voting rights in theAuthorised Market Institution or aHolding 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 anAuthorised Market Institution or aHolding Company of anAuthorised Market Institution which has a share capital, its allotted shares;(ii) in the case of anAuthorised Market Institution or aHolding Company of anAuthorised Market Institution with capital but no share capital, rights to a share in its capital; and(iii) in the case of anAuthorised Market Institution or aHolding Company of anAuthorised 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 aPerson , shares, voting rights or a right to acquire shares or voting rights in anAuthorised Market Institution or aHolding Company of that institution held by thatPerson either alone or with anyAssociate .Derived from RM118/2013 [VER15/07-13]AMI 8.1.2 Guidance
1. For the purposes of these Rules, the relevant definition of aHolding Company is found in theDIFC Companies Law . That definition provides when onebody corporate is considered to be aholding company or a subsidiary of anotherbody corporate and extends that concept to the ultimate holding company of thebody corporate .2. Pursuant to Rule 8.1.2(1)(c), a Person becomes a Controller if that Person can exert significant management influence over anAuthorised 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 theAuthorised Market Institution or aHolding Company of that institution. Similarly, aPerson 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 underOptions .Derived from RM118/2013 [VER15/07-13]Disregarded Holdings
AMI 8.1.3
For the purposes of determining whether a
Person is aController , shares, voting rights or rights to acquire shares or voting rights that aPerson holds, either alone or with anAssociate , in anAuthorised Market Institution or aHolding 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 thatPerson by anotherPerson ; or(c) thePerson is anAuthorised Firm or aRegulated 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]