MKT A2.1.2

A Reporting Entity other than a Listed fund must, on the occurrence of an event specified in column 1, make the required disclosure detailed in column 2, within the time specified in column 3, in respect of the Securities identified with a "√" in column 4, of this Table.

See App3 for disclosure required for Listed Funds.

  A2.1.1
EVENT GIVING RISE TO DISCLOSURE OBLIGATION DISCLOSURE REQUIRED TIME OF DISCLOSURE Shares Warrants / Options over Shares Debentures Warrants / Options over Debentures Certificates Over Shares Certificates Over Debentures Structured Products
1. INSIDE INFORMATION
1.1 Inside Information as set out in MKT section 4.2. Market disclosure of the Inside Information, unless the disclosure exception under Rule 4.2.4 applies. As soon as possible.
2. GOVERNANCE OF THE REPORTING ENTITY
2.1 Compliance with the Corporate Governance Principles. Market disclosure in the annual report of the matters set out in Rule 3.2.10. In accordance with Rule 5.1.8(2)(a).            
2.2 Any change to the Board of the Reporting Entity including:
(a) the appointment of a new Director;
(b) the resignation, retirement or removal of an existing Director; and
(c) changes to any important functions or executive responsibilities of a Director.
Market disclosure of:
(a) the effective date of the change (if it has been decided);
(b) whether the position is executive or non-executive;
(c) whether the position is considered to be independent; and
(d) the nature of any functions or responsibility of the position.
As soon as possible.        
2.3 In the case of an appointment of a new Director. Market disclosure of:
(a) all directorships past or present held by the Director in any other Body Corporate in the previous five years;
(b) the experience of the Director;
(c) details of the process by which the Director was selected;
(d) any unspent convictions relating to serious criminal offences;
(e) any bankruptcies or individual voluntary arrangements of the Director;
(f) any compulsory liquidations, creditors voluntary liquidations, company voluntary arrangements, receivership or any composition or arrangement with creditors generally or any class of creditors of any Body Corporate where such an individual was the Director at the time of or within the 12 months preceding the occurrence of such events; and
(g) any public criticism or disqualification of the individual by a governmental or regulatory authority and whether the individual has ever been disqualified by a court from acting as a Director of a Body Corporate or from acting in the management or conduct of the affairs of any Body Corporate or, if there are no such details to be disclosed, that fact.
Within 7 days of the appointment.        
2.4 Any event that requires shareholder approval as set out in Rule 3.3.8. Market disclosure of:
(a) the nature, details, contents and effect of the relevant event;
(b) any material change affecting any matter contained in an earlier disclosure.
As soon as possible.        
2.5 Any resolution passed by the Directors of the Reporting Entity other than a resolution concerning ordinary business of the Reporting Entity. Market disclosure of the resolution. As soon as possible.      
3. BUSINESS OF THE REPORTING ENTITY
3.1 Transactions undertaken which could result in:
(a) any significant investment (i.e. any investments equal to or greater than 5% of the value of the net assets of the Reporting Entity as per its most recent financial reports) or material change to such a reports) or material change to such a course of business of the Reporting Entity; or
(b) the incurring of any significant debt (being a debt with an amount equal to or greater than 5% of the value of the net assets of the Reporting Entity as per its most recent financial reports) outside the usual and ordinary course of business of the Reporting Entity.
Market disclosure relating to:
(a) any decision to enter into such a transaction;
(b) any material change or new matter affecting any matter contained in an earlier disclosure; and
(c) a full description of the event, activity or transaction proposed or effected, as the case may be.
As soon as possible.      
4. DISCLOSURES RELATING TO SECURITIES OF THE ISSUER
4.1 Any decision:
(a) to declare, recommend or pay any dividend or to make any other distribution on the Securities; or
(b) not to declare, recommend or pay any dividend which would otherwise have been expected to have been declared, recommended or paid in the normal course of events.
Market disclosure of the decision, including the rate and amount of and record date for the dividend or other distribution or the grounds for the decision in relation to non-payment. As soon as possible and in any event within 5 days prior to the record date or the date of expected distribution.
4.2 Admission to listing or trading of the same class of Securities on a Regulated Exchange. Market disclosure of all the relevant details relating to the admission to listing or trading. As soon as possible.
4.3 Any other disclosure required to be made pursuant to the requirements in the Regulated Exchange arising from the listing or trading of the same class of Securities on that exchange where such disclosure is not made in the DIFC. Market disclosure of the information required to be disclosed to the Regulated Exchange. As soon as such disclosure is made on the Regulated Exchange.
4.4 Any change of custodian or depositary in relation to Certificates representing shares and debentures. Market disclosure of the new custodian or depository and any implication/effect of this change. As soon as possible.          
4.5 The Listed Entity ceases to be a SME. Market disclosure of the fact that the Listed Entity is no longer a SME, the reasons for that change and the effective date of the change. As soon as possible.            
5. DISCLOSURE OF INTERESTS
5.1 The requirement to file a report of interests held by a Connected Person pursuant to Article 42(1). Market disclosure of the information set out in Rule 4.3.4. As soon as possible.  
5.2 The requirement to give a notice of a Director's material interests pursuant to Article 43 of the Law. Market disclosure of the information set out in Rule 4.4.3 (3). As soon as possible.  
6. FINANCIAL INFORMATION ABOUT THE REPORTING ENTITY
6.1 The requirement to file an annual financial report pursuant to Article 44 of the Law. Market disclosure of the report prepared in accordance with the requirements in Rule 5.1.4, Rule 5.1.5 and Rule 5.1.6. In accordance with Rule 5.1.8(2)(a).  
6.2 The requirement to file a semi-annual financial report pursuant to Article 45(1)(a) of the Law. Market disclosure of the report prepared in accordance with the relevant requirements set out in Rule 5.1.6. In accordance with Rule 5.1.8(2)(b).        
6.3 The requirement to file preliminary financial results pursuant to Article 45(1)(b) of the Law. Market disclosure of the preliminary financial results. In accordance with Rule 5.1.8(2)(c).        
6.4 Any change to the accounting reference date. Market disclosure of the previous and new accounting reference date, and reasons for the change. As soon possible.  
6.5 Change of accounting date extending the annual accounting period to more than 14 months. Market disclosure of a second semiannual financial report. Within 6 months of the old accounting reference date.  
7. MATTERS RELATING TO THE CAPITAL OF THE REPORTING ENTITY
7.1 Any proposed new issue of Securities. Market disclosure of the class, number and proposed date of issue and details of the changes to the share capital resulting from the new issue proposed. As soon as possible after the decision is made.  
7.2 Results of the new issue. Market disclosure of the results of the issue including:
(a) the class, number and the actual date of the issue;
(b) consideration received; and
(c) details of changes in the share capital.
As soon as possible.  
8. INSOLVENCY/WINDING UP OF THE REPORTING ENTITY
8.1 In the case of a insolvency/winding up:
(a) the presentation of any winding-up petition, the making of any winding-up order or the appointment of an administrator, liquidator or the commencement of any proceedings under any applicable insolvency laws in respect of the Reporting Entity or any member of its Group; or
(b) the passing of any resolution by the Reporting Entity or any member of its Group that it be wound up by way of members' or creditors' voluntary winding-up, or the occurrence of any event or termination of any period of time which would cause a winding-up.
Market disclosure of the:
(a) time and date of the presentation, details of the order, appointment, resolution or other event;
(b) identity of the petitioner or other Person at whose instigation the event occurs;
(c) court or tribunal responsible for making any order; or
(d) administrator or liquidator appointed,
as is relevant.
As soon as possible.
Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
[Amended] DFSA RM120/2013 (Made 14th July 2013). [VER4/07-13]
[Amended] DFSA RM171/2016 (Made 10th February 2016). [VER8/04-16]
[Added] DFSA RMI273/2020 (Made 26th February 2020). [VER16/04-20]