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  • Markets Law Amendment Law, DIFC Law No. 1 of 2005

    • The Enactment Notice

      In respect of the DIFC Markets Law Amendment Law
      DIFC Law No. 1 of 2005

      We, Mohammed bin Rashid Al Maktoum, Ruler of Dubai hereby enact
      on this 19th day of April 2005:

      DIFC Markets Law Amendment Law
      DIFC Law No. 1 of 2005

      in the form now attached.

      This Law shall come into force on the 19th day of April 2005.

      Mohammed bin Rashid Al Maktoum

      Ruler of Dubai

    • Part 1 Part 1 General

      • 1. Title

        This Law may be cited as the "Markets Law Amendment Law, DIFC Law No. 1 of 2005"

      • 2. Legislative Authority

        This Law is made by the Ruler of Dubai.

      • 3. Date of enactment

        This Law is enacted on the date specified in the Enactment Notice in respect of this Law.

      • 4. Commencement

        This Law comes into force on the date specified in the Enactment Notice in respect of this Law.

    • Part 2 Part 2 Amendments

      • 5.

        In Article 8(2), in the second line, replace "shall" with "may" after the words "the DFSA".

      • 6.

        In Article 8(2)(a), insert "licensing and" before the words "supervision of Authorised Market Institutions".

      • 7.

        Article 8(2), (b) and (c) is replaced as follows:

        (b) "Rules in relation to the administration and operation of Official Lists of Securities by Authorised Market Institutions;
        (c) Rules in relation to the offer of Securities in or from the DIFC which will be known as the Offered Securities Rules;"

      • 8.

        In Article 9(1), in the fourth line, delete "financial services industry in the" after the words "integrity of the".

      • 9.

        In Article 9(1)(a), delete "or" after the word "Institution;".

      • 10.

        In Article 9(1)(b), insert "; or" after the words "class of transactions".

      • 11.

        In Article 9(1), insert (c) as follows:

        (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".

      • 12.

        Article 9(3) is replaced as follows:

        (3) "The Regulatory Appeals Committee has jurisdiction to hear and determine any appeal in relation to a decision to issue a direction under Article 9(1)."

      • 13.

        In Article 10(1), in the first line, replace "Director" with "director" after the words "nor any".

      • 14.

        Article 13 is replaced as follows:

        (1) "A person is to be regarded as making an offer of Securities if he:
        (a) makes an offer which, if accepted, would give rise to a contract for the issue of Securities by him or by another person with whom he has made arrangements for the issue of the Securities; or
        (b) makes an offer or invitation in relation to an issue or a sale of Securities in circumstances prescribed by the Offered Securities Rules.
        (2) A person shall not make an offer of Securities in the DIFC unless the offer of Securities is made by way of an Exempt Offer or Prospectus offer in accordance with this Part and the Offered Securities Rules.
        (3) An offer of Securities is made in the DIFC if the offer:
        (a) is directed at or received by a person (an "offeree") in the DIFC at the time of the making; and
        (b) is capable of acceptance by such an offeree;
        regardless of where any resulting issue or sale occurs.
        (4) A person shall not make an offer of Securities from the DIFC unless the offer of Securities is made in accordance with the Offered Securities Rules.
        (5) An offer of Securities is made from the DIFC if:
        (a) the person making the offer is situated in the DIFC;
        (b) the offer is directed at or received by a person (an "offeree") situated, at the time of the making, outside of the DIFC; and
        (c) the offer is capable of acceptance by such an offeree;
        regardless of where any resulting issue or sale occurs."

      • 15.

        In Article 14(5), in the second line, delete "or from" after the words "Securities in".

      • 16.

        In Article 15(1), in the first line, insert "in the DIFC" after the words "No offer of Securities".

      • 17.

        In Article 15(2), delete the word "as" after the words "contain all information".

      • 18.

        In Article 15(7), in the third line, delete the words "of the offeror failing" and replace with "that the offeror fails" after the word "event".

      • 19.

        Article 17 is replaced as follows:

        "Listings and Authorised Market Institutions

        (1) An Authorised Market Institution shall not permit trading of Securities on its facilities unless those Securities:
        (a) are admitted to its Official List of Securities;
        (b) meet the requirements set out in Rules made for the purpose of this Article.
        (2) An Authorised Market Institution shall not maintain its Official List of Securities unless it has an endorsed Licence authorising it to maintain its Official List of Securities.
        (3) An application for an endorsement on a Licence authorising an Authorised Market Institution to maintain an Official List of Securities may be made to the DFSA by:
        (a) an Authorised Market Institution; or
        (b) an applicant for a Licence to operate as an Authorised Market Institution.
        (4) The DFSA may, in its absolute discretion, refuse to grant an application for an endorsement.
        (5) Upon refusing to grant an endorsement, the DFSA shall, without undue delay, inform the applicant in writing of such refusal and, if requested by the applicant, the reasons for such refusal.
        (6) The DFSA may endorse the Licence of an Authorised Market Institution authorising it to maintain an Official List of Securities.
        (7) The DFSA may at any time by written notice to an Authorised Market Institution suspend or withdraw the endorsement on its Licence authorising the Authorised Market Institution to maintain an Official List of Securities.
        (8) The DFSA may act under article 17(7) on its own initiative or at the request of an Authorised Market Institution.
        (9) Subject to Article 17(10), the DFSA may only suspend or withdraw the endorsement on a Licence on its own initiative if it has given the Authorised Market Institution a suitable opportunity to make representations in person and in writing to the DFSA in relation to the proposed changes.
        (10) The requirement imposed on the DFSA under article 17(9) shall not apply in the case of a suspension of an endorsement on a Licence if the DFSA concludes that any delay likely to arise as a result of such requirement is prejudicial to the interests of the DIFC.
        (11) Where pursuant to Article 17(10), the DFSA suspends an endorsement without providing a prior opportunity to make representations, the DFSA shall:
        (a) provide the relevant Authorised Market Institution with an opportunity to make representations in person and in writing to the DFSA within a period of fourteen days or such further period as may be allowed from the date on which the endorsement is suspended; and
        (b) provide a response to any such submission and make any consequential direction without undue delay.
        (12) An Authorised Market Institution which has an endorsed Licence authorising it to maintain an Official List of Securities must have a set of listing rules made in accordance with Article 18.
        (13) An Authorised Market Institution may only grant Securities admission to its Official List of Securities in accordance with its listing rules and where it is satisfied that the requirements of its listing rules, the Offered Securities Rules and any other requirements it or the DFSA has imposed are or will be complied with.
        (14) The DFSA may, by written notice:
        (a) object to the admission by an Authorised Market Institution of Securities to its Official List of Securities; or
        (b) impose conditions or restrictions on the admission by an Authorised Market Institution of Securities to its Official List of Securities;
        where it is in the interests of the DIFC to do so or the DFSA reasonably considers, for a reason relating to the issuer of the Securities or to the Securities, that:
        (i) granting the Securities admission to an Official List of Securities would be detrimental to the interests of persons using the facilities or otherwise dealing in the Securities;
        (ii) the requirements of the listing rules have not been complied with;
        (iii) any requirement imposed by the DFSA has not been complied with; or
        (iv) the issuer of the Securities has failed to comply with any obligations to which he is or was subject to as a result of having a listed or traded Security in another jurisdiction.
        (15) Where the DFSA objects to the admission to an Official List of Securities in accordance with Article 17(14)(a), the Authorised Market Institution shall not admit the Securities to its Official List of Securities.
        (16) Where the DFSA imposes conditions or restrictions on the admission by an Authorised Market Institution of Securities to its Official List, the Authorised Market Institution shall not admit the Securities to its Official List of Securities unless it complies with the conditions and restrictions.
        (17) Where, pursuant to Article 17(14), the DFSA has objected or imposed a condition or restriction, the DFSA shall:
        (a) provide the applicant and the Authorised Market Institution an opportunity to make representations in person and in writing to the DFSA within the period of 14 days, or such further period as may be allowed, from the date on which such written notice was provided; and
        (b) provide a response to any such submission, and make any necessary consequential variation, withdrawal or amendment of the objection, condition or restriction without undue delay.
        (18) The Regulatory Appeals Committee has jurisdiction to hear and determine any appeal in relation to a decision to:
        (a) refuse an application for an endorsement under this Article;
        (b) object to the admission of Securities to an Official List of Securities under this Article; and
        (c) impose, vary or withdraw a condition or restriction under this Article."

      • 20.

        Article 18 is replaced as follows:

        "Listing rules and DFSA powers

        (1) The listing rules of an Authorised Market Institution must include rules in relation to:
        (a) applications for admission to its Official List of Securities;
        (b) requirements to be met before Securities may be granted admission to its Official List of Securities;
        (c) agreements between an Authorised Market Institution and other persons in connection with admitting Securities to its Official List of Securities;
        (d) the enforcement of those agreements in (c);
        (e) the de-listing and suspension of Securities from its Official List of Securities;
        (f) the imposition on any person of obligations to observe specific standards of conduct or to perform, or refrain from performing, specified acts, reasonably imposed in connection with the admission of Securities to its Official List of Securities or continued admission of Securities to its Official List of Securities;
        (g) penalties or sanctions which may be imposed by an Authorised Market Institution for a breach of the listing rules;
        (h) procedures or conditions which may be imposed, or circumstances which are required to exist, in relation to matters which are provided for in the listing rules;
        (i) dealing with possible conflicts of interest that might arise when a person seeks to have Securities admitted to its Official List of Securities;
        (j) such other matters as are necessary or desirable for the proper operation of the listing rules and process; and
        (k) the matters prescribed by the Rules made by the DFSA for the purpose of this Article.
        (2) Applications for the admission of Securities to its Official List of Securities must be made by the issuer of the Securities, or by a third party on behalf of and with the consent of the issuer of the Securities.
        (3) An Authorised Market Institution shall only amend its listing rules in accordance with the rules made by the DFSA for this purpose.
        (4) Subject to Article 18(5) the DFSA may by written notice direct an Authorised Market Institution to:
        (a) make listing rules within a specified period; or
        (b) amend specified listing rules in the manner and within the period prescribed.
        (5) The DFSA may only direct an Authorised Market Institution in accordance with Article 18(4) if it has first requested the Authorised Market Institution to make or amend specified listing rules and the Authorised Market Institution has failed to comply with that requirement within the period specified by the DFSA in its request."

      • 21.

        In Article 19, in the title, delete the words "the Register" and "Listed" and insert "an Official List" after the words "from".

      • 22.

        In Article 19(1), in the first line, delete "in accordance with the Offered Securities Rules" and insert "by written notice direct an Authorised Market Institution to". Also delete "the Register of Listed" and insert "its Official List of" after the words "delist or suspend Securities from".

      • 23.

        In Article 19(2), in the first line, delete "Upon making a decision in relation to delisting or suspending Securities, the" and insert "The DFSA shall provide the written notice under Article 19(1)". Also delete "inform" and replace with "to"; delete "in writing of its decision" and replace with "and the Authorised Market Institution". Also insert "or the Authorised Market Institution shall provide" before the words "reasons for the decision".

      • 24.

        In Article 19(3), in the first line, delete "to delist or suspend Securities from the Register of Listed Securities" and replace with "under Article 19(1)". Also insert "and the Authorised Market Institution" after the words "the Reporting Entity".

      • 25.

        In Article 19(4), insert "in the case of directions to suspend Securities" after the words "shall not apply".

      • 26.

        In Article 19(5), delete "delisted or suspended Securities from the Register of Listed Securities" and replace with "directed".

      • 27.

        In Article 19(5)(a), in the first line, insert "and the Authorised Market Institution" after the words "Reporting Entity".

      • 28.

        In Article 19(5)(b), in the first line, insert "necessary" after the words "and make any".

      • 29.

        Article 19(6) is replaced as "The DFSA may by written notice withdraw a direction made under Article 19(1) at any time."

      • 30.

        In Article 19(7), in the second line, delete "to delist or suspend Securities" and insert "by the DFSA" after the word "made".

      • 31.

        Article 19(8) is inserted as "Securities that are suspended from an Official List of Securities are still admitted to an Official List of Securities for the purposes of Part 5 and Part 6 of this Law."

      • 32.

        In Article 20(1), in the first line, delete "Directors" and replace with "directors".

      • 33.

        In Article 20(2), in the second line, insert "relating to corporate governance" after the words "and the Rules".

      • 34.

        In Article 21(1), replace "Directors" with "directors" in two instances.

      • 35.

        In Article 21(2), in the first line, replace "Director" with "director".

      • 36.

        In Article 21(4), in the first line, replace "Directors" with "directors" and insert "true," after the words "shall present a".

      • 37.

        In Article 21(5), in the first line, replace "Directors" with "directors".

      • 38.

        Article 22 is replaced as follows:

        "Data Base

        (1) The DFSA shall establish and maintain an electronic data gathering, analysis and retrieval system (the "data base") for the receipt and storage of information filed or disclosed under this Part and any rules made under this Part. The data base is for the purpose of making information available to the public except where such information is confidential as prescribed in the rules.
        (2) The DFSA may delegate to any person all or part of any function in Article 22(1)."

      • 39.

        In Article 23(2), in the first line, delete "22" and replace with "23" after the word "Article".

      • 40.

        In Article 23(2)(b), in the first line, delete "price sensitive or".

      • 41.

        In Article 23(3), delete "of the Reporting Entity failing" and replace with "that the Reporting Entity fails" after the words "in the event".

      • 42.

        In Article 23(4), in the first line, delete "22" and replace with "23(1)".

      • 43.

        In Article 24(1), in the second line, delete "22" and replace with "23" after the word "Article".

      • 44.

        In Article 24(3)(c), in the third line, delete "purchasing and selling" and replace with "dealing in".

      • 45.

        In Article 24(3)(d), in the first line, delete "has" and replace with "have".

      • 46.

        In Article 25(1), insert "and the relevant Reporting Entity" after the words "report with the DFSA".

      • 47.

        In Article 25(2), insert "and the relevant Reporting Entity" after the words "report with the DFSA".

      • 48.

        In Article 25(2)(b), delete the word "or" and replace with "by an amount or passed through a defined level as prescribed by the Offered Securities Rules; or".

      • 49.

        Article 25(4) is replaced as follows:

        "Reports filed in accordance with Articles 25(1) and (2) and the information provided in the reports as required by the Offered Securities Rules shall be disclosed to the market by the Reporting Entity to which the relevant person is connected and, if considered appropriate, by the DFSA in accordance with the Offered Securities Rules."

      • 50.

        In Article 25(5)(a)(i), in the first line, replace "Director" with "director".

      • 51.

        In Article 25(5)(a)(iii), in the first line, replace "Director" with "director".

      • 52.

        In Article 26(1), in the first line, replace "Director" with "director" and in the third line, replace "Directors" with "directors".

      • 53.

        In Article 27, in the third line, replace "Directors" with "directors".

      • 54.

        In Article 28(2), in the first line, replace "file" with "filed" and in the second line, replace "Directors" with "directors".

      • 55.

        In Article 29, in the title, replace "Auditors" with "Auditor's".

      • 56.

        Article 30 is replaced as follows:

        "Supply of financial statements

        Upon a request from a holder of its Securities, a Reporting Entity shall within 10 days of the request make a financial statement filed under Article 27 or 28 available to the holder."

      • 57.

        In Article 32(2), in the first line, replace "Appeal" with "Appeals".

      • 58.

        Article 33 is replaced as follows:

        "Purpose of this Part

        The purpose of this Part, and of Takeover Rules made for the purpose of this Part, is to:

        (a) ensure that a Takeover takes place in an efficient, competitive, fair and informed market;
        (b) ensure that shareholders are treated fairly and shareholders of the same class are treated equally; and
        (c) provide an orderly framework within which a Takeover is conducted."

      • 59.

        Article 34 is replaced as follows:

        "Takeover Rules

        The DFSA shall make Rules known as the Takeover Rules prescribing the procedures for and obligations of persons in respect of a Takeover of a Reporting Entity."

      • 60.

        Article 35 is replaced as follows:

        "Takeover Principles

        (1) The DFSA shall make Takeover Rules prescribing a set of Takeover principles relating to, but not limited to:
        (a) treatment of shareholders and of classes of shareholders in a Takeover;
        (b) adequacy of time and of information provided to shareholders to enable proper consideration of a Takeover bid;
        (c) avoidance of the creation of false markets; and
        (d) avoidance of oppression of minorities.
        (2) A person who is involved in a Takeover of a Reporting Entity shall comply with and observe the spirit and the wording of the Takeover principles."

      • 61.

        In Article 36(a), in the first line, insert ", or may result in or contribute to," after the words "contributes to".

      • 62.

        In Article 37, in the second line, delete "in a material respect and" and also delete "the" before the words "light of the circumstances".

      • 63.

        In Article 39(1)(a)(iii), delete "if the offer is not in the Prospectus or Supplementary Prospectus".

      • 64.

        Delete Articles 39(3) and 39(4).

      • 65.

        Article 40 is replaced as follows:

        "Statements about future matters

        (1) A person is taken to make a misleading statement about a future matter, whether by himself or his agent, if at the time of making the statement he did not have reasonable grounds for making the statement or causing it to be made.
        (2) The onus for proving that reasonable grounds existed for the purposes of Article 40(1) is on the person who made the statement."

      • 66.

        In Article 41(1)(b), delete the word "dishonest".

      • 68.

        In Article 42(1), in the second line, delete "purchase or sell" and insert "deal in".

      • 69.

        In Article 42(1)(b), delete "Offered Securities" before the word "Rules".

      • 70.

        In Article 43(1), in the fifth line, delete "Offered Securities" before the word "Rules".

      • 71.

        In Article 43(2), in the second line, delete "purchase or sell or agree to purchase or sell" and replace with "deal in" before the word "Investments". Also insert "if that Reporting Entity or person has" after the word "Investments" and delete "Offered Securities" before the word "Rules".

      • 72.

        In Article 45(2)(a), in the first line, replace "Director" with "director".

      • 73.

        In Article 45(2)(a)(iii), replace "Takeover" with "takeover".

      • 74.

        In Article 45(2)(c), replace "Director" with "director", delete "Reporting" and replace "Entity" with "entity".

      • 75.

        In Article 48(2)(b), delete "Offered Securities" before "Rules".

      • 76.

        In Article 48(2)(e), delete "purchase or sale of" and insert "dealing in" before the word "Investments".

      • 77.

        In Article 48(2)(f), delete "purchase or sale of" and insert "dealing in" before the word "Investments".

      • 78.

        In Article 49, in the first line, delete "purchasing or selling" and insert "dealing in" before the word "Investments". In the second line, replace "Director" with "director".

      • 79.

        In Article 49(a), in the second line, replace "Director" with "director".

      • 80.

        In Article 49(b), in the fourth line, replace "Director" with "director".

      • 81.

        In Article 50, in the first line, replace "Director" with "director"; in the second and fourth lines, replace "purchase or sell" with "deal in" and in the fifth line replace "instructions to purchase or sell" with "instructions to deal in".

      • 82.

        Article 51 is replaced as follows:

        (1) "Any person prescribed in Rules made by the DFSA as being responsible for a Prospectus is liable to pay compensation to another person who has acquired Securities to which the Prospectus relates and who has suffered loss or damage arising from any untrue or misleading statement in the Prospectus or the omission from it of any material matter required to have been included in the Prospectus under the Law or Rules.
        (2) The DFSA may make Rules prescribing circumstances in which a person who would otherwise be liable under Article 51(1) will not be so liable.
        (3) Nothing in this Article affects the powers, rights or liabilities that any person may have apart from this Article including the power to institute proceedings under Article 94 of the Regulatory Law 2004."

      • 83.

        Article 52 is replaced as follows:

        "A person who:

        (a) does an act or thing that the person is prohibited from doing by or under this Law or by the Rules;
        (b) does not do an act or thing that the person is required or directed to do by or under this Law or by the Rules;
        (c) otherwise contravenes a provision of this Law or the Rules;

        commits a contravention of this Law or the Rules, as the case may be, by virtue of Article 85 of the Regulatory Law 2004."

      • 84.

        In Article 53, insert "in proceedings pending before it" after the word "declaration".

      • 85.

        In Article 54(1)(e), delete "Takeovers" and "mergers or acquisitions of shares".

      • 86.

        In Article 56(2), delete "The" and insert "Except where such a proceeding would constitute an appeal from a decision of the DFSA, the" before the words "Financial Markets".

      • 87.

        In Article 56(2)(a), replace "any" with "an" and insert "other than a direction under Article 9(2)" after the word "Institution".

      • 88.

        In Article 56(2)(b), replace "any" with "an".

      • 89.

        In Article56(2)(c), replace "any" with "an" and replace "Takeover" with "takeover".

      • 90.

        In Article 56(2)(d), replace "is provided for under this Law" with "may be prescribed by law" and insert "for the purpose of this Article" after the word "Rules".

      • 91.

        In Article 56(3), replace "Commercial Proceeding" with "commercial proceeding".

      • 92.

        In Article 56(4), insert "2004" after the words "Regulatory Law".

      • 93.

        Article 56(5) is replaced as follows:

        "In Article 56(2) "appeal" means a proceeding that lies or could lie to the Regulatory Appeals Committee."

      • 94.

        In Article 57(1), insert "2004" after the words "Regulatory Law".

      • 95.

        In Article 57(2), in the second line, replace "Article 56(2)" with "this Law".

      • 96.

        In Article 58(6), insert "2004" after the words "Regulatory Law".

      • 97.

        In Article 58(7), insert "2004" after the words "Regulatory Law".

      • 98.

        In Article 59, insert "2004" after the words "Regulatory Law".

      • 99.

        In Article 1(1)(f) of the Schedule, delete "a reference to" before the words "the masculine gender".

      • 100.

        In Defined Terms of the Schedule, the definition of "Associate" is replaced as "has the meaning given in Article 3 of Schedule 1 of the Regulatory Law 2004."

      • 101.

        In Defined Terms of the Schedule, the definition of "Authorised Firm" is replaced as "has the meaning given in Article 3 of Schedule 1 of the Regulatory Law 2004."

      • 102.

        In Defined Terms of the Schedule, the definition of "Authorised Market Institution" is replaced as "has the meaning given in Article 3 of Schedule 1 of the Regulatory Law 2004."

      • 103.

        In Defined Terms of the Schedule, the definition of "Chairman of the DFSA" is replaced as "has the meaning given in Article 3 of Schedule 1 of the Regulatory Law 2004."

      • 104.

        In Defined Terms of the Schedule, the definition of "Chief Executive" is replaced as "has the meaning given in Article 3 of Schedule 1 of the Regulatory Law 2004."

      • 105.

        In Defined Terms of the Schedule, the term "Director" is replaced with "director".

      • 106.

        In Defined Terms of the Schedule, the definition of "DIFC Law" is replaced as "has the meaning given in Article 2 of Schedule 1 to the Regulatory Law 2004."

      • 107.

        In Defined Terms of the Schedule, the definition of "Exempt Offers" is replaced as "an offer of Securities in or from the DIFC which is an Exempt Offer in accordance with this Law and the Offered Securities Rules."

      • 108.

        In Defined Terms of the Schedule, in the definition of "Financial Markets Tribunal", insert "2004" after the words "Regulatory Law".

      • 109.

        In Defined Terms of the Schedule, the definition of "Investments" is replaced as "has the meaning prescribed in the Rules made under the Regulatory Law 2004."

      • 110.

        In Defined Terms of the Schedule, delete "Market Conduct Rules" and its definition.

      • 111.

        In Defined Terms of the Schedule, delete the term "Offered Securities Rules" and its definition and replace with the term "Official List of Securities" and its definition as "a list of Securities maintained by an Authorised Market Institution in accordance with this Law and Rules made for this purpose."

      • 112.

        In Defined Terms of the Schedule, insert the term "person" and its definition as "has the meaning given in Article 1 of Schedule 1 to the Regulatory Law 2004."

      • 113.

        In Defined Terms of the Schedule, the definition of "President" is replaced as "has the meaning given in Article 3 of Schedule 1 of the Regulatory Law 2004."

      • 114.

        In Defined Terms of the Schedule, delete the term "Private Placement" and its definition.

      • 115.

        In Defined Terms of the Schedule, delete the term "Register of Listed Securities" and its definition.

      • 116.

        In Defined Terms of the Schedule, the definition of "Regulatory Appeals Committee" is replaced as "has the meaning given in Article 3 of Schedule 1 of the Regulatory Law 2004."

      • 117.

        In Defined Terms of the Schedule, delete the term "Regulatory Law" and its definition.

      • 118.

        In Defined Terms of the Schedule, in the term "Reporting Entity", section (1)(a), delete "the Register of Listed" and replace with "an Official List of" before the word "Securities".

      • 119.

        In Defined Terms of the Schedule, in the term "Reporting Entity", section (2)(b)(i), delete "the Register of Listed" and replace with "an Official List of" before the word "Securities".

      • 120.

        In Defined Terms of the Schedule, in the term "Reporting Entity", section (2)(b)(ii), delete "the Register of Listed" and replace with "an Official List of" before the word "Securities".

      • 121.

        In Defined Terms of the Schedule, in the term "Reporting Entity", section (2)(b)(iii), delete "Securities" and replace with "voting rights" before the words "in the Reporting Entity".

      • 122.

        In Defined Terms of the Schedule, the definition of "Rules" is replaced as "has the meaning given in Article 2 of Schedule 1 of the Regulatory Law 2004."

      • 123.

        In Defined Terms of the Schedule, the definition of "Securities" is replaced as "has the meaning prescribed in the Rules made under the Regulatory Law 2004."

      • 124.

        In Defined Terms of the Schedule, delete the terms "Takeover(s)", "Takeover Offer", "Takeover Rules" and their respective definitions.

      • 125.

        In Defined Terms of the Schedule, insert the term "Takeover" and its definition as "takeover and merger transactions however effected, including schemes of arrangements which have similar commercial effect to takeovers and mergers, partial bids, bid by a parent company for shares in its subsidiary and (where appropriate) share repurchases by general bid."

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