3.6.1. General requirements relating to Listing Rules

(1) An Authorised Investment Exchange wishing to admit Securities or Units in a Listed Fund to its own Official List must:

• (a) have Listing Rules which comply with the requirements of AMI 3.6.2; and
• (b) ensure that its Listing Rules are approved by the AFSA.

(2) Any amendment to an Authorised Investment Exchange’s Listing Rules must, prior to the amendment becoming effective, have been:

• (a) made available for a reasonable period of time to the market for consultation; and
• (b) approved by the AFSA.

(3) In urgent cases, the AFSA may, on written application by the Authorised Investment Exchange, dispense with the requirement in (2)(a).

3.6.2. Contents of Listing Rules

The Listing Rules of an Authorised Investment Exchange must include requirements relating to:

• (a) procedures for admission of Securities or Units in a Listed Fund to its Official List, including:
• (i) requirements to be met before such Investments may be granted admission to an Official List; and
• (ii) agreements in connection with admitting such Investments to an Official List;
• (b) procedures for suspension and delisting of Securities or Units in a Listed Fund from an Official List;
• (c) 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 or Units in a Listed Fund to an Official List or continued admission of such Investments to an Official List;
• (d) penalties or sanctions which may be imposed by the Authorised Investment Exchange for a breach of the Listing Rules;
• (e) 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;
• (f) actual or potential conflicts of interest that have arisen or might arise when a Person seeks to have Securities or Units in a Listed Fund admitted to an Official List; and
• (g) such other matters as are necessary or desirable for the proper operation of the listing rule process and the market.

3.6.3. Publication of Listing Rules

(1) An Authorised Investment Exchange must publish, and make freely available, its Listing Rules.

(2) Where an Authorised Investment Exchange has made any amendments to its Listing Rules, it must have adequate procedures for notifying users of such amendments.

3.6.4. Compliance with Listing Rules

(1) An Authorised Investment Exchange which is permitted to maintain an Official List must ensure the function is properly and independently operated.

(2) An Authorised Investment Exchange must have procedures in place to ensure that:

• (a) its Listing Rules are monitored and enforced; and
• (b) complaints regarding Persons subject to the Listing Rules are investigated.

(3) An Authorised Investment Exchange must ensure that:

• (a) where appropriate, disciplinary action can be carried out and financial and other types of penalties can be imposed on Persons subject to the Listing Rules; and
• (b) adequate appeal procedures are in place

3.6.5. Application for admission of Securities or Units in a Listed Fund to an Official List

(1) Applications for the admission of Securities or Units in a Listed Fund to an Official List must be made by the issuer of such Investments, or by a third party on behalf of and with the consent of the issuer of such Investments.

(2) An Authorised Investment Exchange must, before granting admission of any Securities or Units in a Listed Fund to an Official List maintained by it:

1. (a) be satisfied that the applicable requirements, including those in its Listing Rules, have been or will be fully complied with in respect of those Investments; and
2. (b) comply with the requirements relating to notification to the AFSA in (4) and (5).

(3) An Authorised Investment Exchange must notify an applicant in writing of its decision in relation to the application for admission of Securities or Units in a Listed Fund to its Official List.

(4) Subject to (5), an Authorised Investment Exchange must provide the AFSA with the following information in connection with an admission of Securities (other than (i) Exempt Securities or (ii) Equity Securities in connection with Pre-IPO Listings) or Units in a Listed Fund to its Official List:Subject to (5), at least 5 business days prior to an admission of Securities (other than (i) Exempt Securities or (ii) Equity Securities in connection with Pre-IPO Listings) or Units in a Listed Fund to its Official List, an Authorised Investment Exchange must provide the AFSA with notice of the decision and include the following information in the notification:

(a) a copy of the listing application and supporting documents (if applicable) - at least 10 business days before the admission; 

(b) a copy of the assessment of the listing application carried out by the Exchange together with a notice of its decision in relation to the listing application - at least 5 business days before the admission; and

(c) any information requested by the AFSA.

(4-1) Subject to (5), an Authorised Investment Exchange must provide the AFSA with the following information in connection with an admission of Exempt Securities to its Official List or Equity Securities to its Official List under the sub-heading “Pre-IPO Listings”: 

(a) a copy of the listing application and supporting documents (if applicable) - at least 5 business days before the admission; 

(b) a copy of the assessment of the listing application carried out by the Exchange together with a notice of its decision in relation to the listing application - at least 2 business days before the admission; and

(c) any information requested by the AFSA.

(5) An Authorised Investment Exchange must immediately notify the AFSA of any decision to suspend, restore from suspension or de-list any Securities or Units in a Listed Fund from its Official List and the reasons for the decision.

3.6.6. Undertaking to comply with AIFC rules

An Authorised Investment Exchange may not admit Securities or Units in a Listed Fund to an Official List unless the issuer of such Investments:

1. (a) gives an enforceable undertaking to the AFSA to submit unconditionally to the jurisdiction of the AFSA in relation to any matters which arise out of or which relate to its use of the facilities of the Authorised Market Institution, including but not limited to requirements in MAR relating to Reporting Entities;
2. (b) agrees in writing to submit unconditionally to the jurisdiction of the AIFC Courts in relation to any disputes, or other proceedings in the AIFC, which arise out of or relate to its use of the facilities of the Authorised Market Institution;
3. (c) agrees in writing to subject itself to the AIFC laws in relation to its use of the facilities of the Authorised Market Institution; and
4. (d) appoints and maintains at all times, an agent for service of process in the AIFC and requires such agent to accept its appointment for service of process.

Guidance

1.  See Guidance to AMI 2.6.4