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NOTICES 2019-2020
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NOTICES 2019-2020

AFSA Notice No. 0010 from 14 February 2020 on waiver and modification

THE ASTANA FINANCIAL SERVICES AUTHORITY HEREBY GIVES NOTICE THAT:

The Rules specified in the left-hand column of the Table A are modified to the extent shown in the right hand column of the Table A and apply to the Reporting Entities and the Persons that intend to have Shares admitted to an Official List or admitted to trading on an Authorised Investment Exchange, and the total aggregate consideration for such Shares offered is more than USD 100,000 (or an equivalent amount in another currency) and less than USD 200,000,000 (or an equivalent amount in another currency), calculated over a period of 12 months.

TABLE A – RULES MODIFIED

The Rules specified in the left-hand column of the Table A are modified to the extent shown in the right-hand column of the Table A.

AIFC Act

Modified Text

MAR 1.3.1

MAR 1.3.1 with respect to Regional Equity Market Segment (the “REMS”) Issuers

 

Prospectus Structure

 

A Prospectus shall be structured as a single document containing all the information set out in the Prospectus as determined by Authorised Investment Exchange.

 

MAR 3.4.2

MAR 3.4.2 with respect to the modification of timely disclosure regarding REMS

 

Time period for making market disclosure

 

Starting as of the first anniversary of the admission of the Shares and/ or Certificates over Shares to an Official List of Securities, a Reporting Entity must disclose its required financial reports within the following time periods:

(a) in relation to its annual financial report: as soon as possible after the financial statements have been approved, but no later than 120 days after the end of the financial period;

(b) in relation to its semi-annual financial report: as soon as possible and in any event no later than 60 days after the end of the period to which the report relates

 

 

EFFECTIVE PERIOD

This notice comes into effect on the date of issue and remains in force during the transition period until the earlier:

(i)             31 December 2020 or

(ii)            effective date of introduction of a new chapter for REMS.

INTERPRETATION

Defined terms are identified in this notice by the capitalisation of the initial letter of a word or of each word in a phrase and are defined in the AIFC Glossary. Unless the context otherwise requires, where capitalisation of the initial letter is not used, an expression has its natural meaning.

 

THIS NOTICE IS ISSUED PURSUANT TO SECTION 9 OF THE FINANCIAL SERVICES FRAMEWORK REGULATIONS BY THE ASTANA FINANCIAL SERVICES AUTHORITY. 

AFSA Notice No. 0008 on waiver and modification from 26 July 2019

THE ASTANA FINANCIAL SERVICES AUTHORITY HEREBY GIVES NOTICE THAT:

  1. The Rules specified in Table A herein do not apply to the Reporting Entities and the Persons that intend to have Securities admitted to an Official List or admitted to trading on an Authorised Investment Exchange.
    AND
  2. The Rules specified in the left hand column of Table B herein do not apply to the Reporting Entities and the Persons that intend to have Securities admitted to an Official List or admitted to trading on an Authorised Investment Exchange in the form appearing in the AIFC Market Rules (MAR) but instead apply as modified in the right hand column of the table.
    TABLE A – RULES WAIVED
    AIFC Act Waived Rule
    MAR 2.3.4 
    MAR 2.3.8
    MAR 3.4.1(c)
    MAR 3.4.2(c)
    MAR 4.1
    MAR 4.2

TABLE B – RULES MODIFIED 
The Rules specified in the left-hand column of the Table B are modified to the extent shown in the right hand column of the table below. In this table, underlining indicates new text and striking through indicates deleted text, otherwise the Rule remains unaltered.

AIFC Act Modified Text
MAR 2.5.3 2.5.3 Related party transaction procedures 
A Reporting Entity must ensure that: 
(a) if the value of a Related Party Transaction is greater than 5% of value of the 
net assets of the Reporting Entity as stated in its most recent financial reports, it 
does not enter into such a transaction unless the transaction has been put to 
shareholder approval and has received prior approval by a majority of the 
shareholders in voting of the Reporting Entity approved by a body competent to 
decide on such matters under the Reporting Entity’s constitutive documents 
and/or applicable law; or 
(b) if the value of the Related Party Transaction is less than the 5% threshold
referred to in (a), it gives to the AFSA a notice as soon as possible after the 
transaction of the relevant terms and the basis on which such terms are 
considered fair and reasonable, supported by a written confirmation by an 
independent third party acceptable to the AFSA; or
(c) if the cumulative value of a series of Related Party Transactions with the same 
Related Party and Associates of that Related Party reaches the 5% threshold 
referred to in (a) in any 12-month period, it does not enter into the last of the series 
of the transactions unless such proposed action has been put to shareholder approval and received approval by a majority of the shareholders in voting of the 
Reporting Entity approved by a body competent to decide on such matters under 
the Reporting Entity’s constitutive documents and/or applicable law.
MAR 1.5.1
MAR Schedule 1 		 8.3 Related party transactions
Disclosure of any Related Party Transactions during the period covered by the 
historical financial information and up to the date of the Registration Document 
must be made in accordance with the respective IFRS standard including:
(a) the name and address of the Related Party; 
(b) how the Person falls within the definition of a Related Party; 
(c) details of the Related Party Transaction, including: 
(i) the parties to the transaction; 
(ii) the date of the transaction; 
(iii) the value of the transaction; 
(iv) whether prior shareholder approval was obtained from a majority of 
shareholders; 
(v) if the transaction is not concluded in the ordinary course of business and on 
normal commercial terms no less favourable than that of an arm's length 
transaction with an unrelated party, an explanation of why the transaction was 
not concluded on such terms; and 
(vi) any future transactions involving the same or new Related Parties.
MAR 1.5.1
MAR Schedule 1		 9.4 Special categories of companies 
If the Issuer is a special category of company, such as a property, mineral, or 
scientific research company, or a start up company (a company with less than 
3 year track record), a report by an Expert on the assets or rights owned by the 
Issuer prepared at a date which shall be no later than three six months before 
the date of the Prospectus.

EFFECTIVE PERIOD

This notice comes into effect on the date of issue and remains in force until the further notice.

INTERPRETATION

Defined terms are identified in this notice by the capitalisation of the initial letter of a word or of each word in a phrase and are defined in the AIFC Glossary. Unless the context otherwise requires, where capitalisation of the initial letter is not used, an expression has its natural meaning.

THIS NOTICE IS ISSUED PURSUANT TO SECTION 9 OF THE FINANCIAL SERVICES FRAMEWORK REGLATIONS BY THE ASTANA FINANCIAL SERVICES AUTHORITY.

AFSA Notice No. AFSA-N-NB-2019-0003

To AIX Ltd (Astana International Exchange Limited)
Address

Mangilik El Ave. 55/19

Block C 3,4 EXPO Center

Nur-Sultan, Kazakhstan, 010000
AFSA Firm Reference No. 032018-0004 (from 01.11.2017)
Notice No. AFSA-N-NB-2019-0003

THE ASTANA FINANCIAL SERVICES AUTHORITY HEREBY GIVES NOTICE THAT:

The AIFC Acts specified in the left-hand column of the Table A herein do not apply to the Authorised Investment Exchange, Issuers and Reporting Entities on the Authorised Investment Exchange in the form appearing in the AIFC Rules but instead of it apply as modified in the right-hand column of the Table A herein.

MODIFIED AIFC Acts

The AIFC Acts specified in the left-hand column are modified to the extent shown in the right-hand column of the table below. In this table, underlining indicates new text and striking through indicates deleted text, otherwise the relevant AIFC Act remains unaltered. Where a significant number of the paragraphs of the relevant AIFC Act remain unaltered the entire act may not be reproduced in the table. In such circumstances the unaltered parts of the act will be referred to by the relevant identifying paragraph number or letter, as the case may be.

TABLE A 
AIFC Act Modified Text
AIFC MARKET RULES (MAR)
MAR 1.1.1

Conditions for admission of Securities to trading

Subject to MAR Error! Reference source not found.1.2.1 (Exempt Offerors), an Authorised Investment Exchange may not admit Securities to trading unless:

(a) the Securities have been admitted to the Official List maintained by the Authorised Investment Exchange in accordance with section 66 of the Framework Regulations; and 

(b) subject to MAR 1.1.2 2) and MAR 1.201.2.2 (Exemptions Securities), there is a Prospectus in relation to the relevant Securities and the Authorised Investment Exchange has satisfied itself that such Prospectus satisfies the requirements in this Part.
MAR 1.1.2

Conditions for the offer of Securities by way of placement

(1) The Issuer may not offer Securities by way of placement in or from the AlFC, and an Authorised Firm may not conduct, facilitate or participate in such an offer, unless:

(a)there is a Prospectus in relation to the relevant Securities that satisfies the requirements of this Part and has been approved by the AFSA; or

(b) the offer satisfies one and one only of the conditions mentioned in subsection (2) below.; or

(c) the offer satisfies one or more of conditions (a),
     (b) and (m) in subsection (2) below.
MAR 1.2.2

Exempt Securities

(1) An Authorised Investment Exchange may admit to trading and permit the offer of the Securities that satisfies one of the conditions mentioned in subsection of MAR 1.1.2 and the offer of the Securities that specified below without a Prospectus:
MAR 1.7.2

Approval by the Authorised Investment Exchange

(a) An Authorised Investment Exchange must not approve a Prospectus or a Supplementary Prospectus (as the case may be) for the purposes of AMI 1.1.1(b) unless it is satisfied that the Prospectus or the Supplementary Prospectus meets all the requirements in the Financial Services Framework Regulations (Framework
Regulations) and MAR 1 or when a Prospectus or a Supplementary Prospectus (as the case may be) produced under legislation in a jurisdiction other than the AIFC it is satisfied that: (i) the Prospectus or the Supplementary Prospectus contain(s) information equivalent to that which is required for a Prospectus or a Supplementary Prospectus in the Framework Regulations and MAR and (ii) the Offeror meets all the other requirements relating to the Prospectus or the Supplementary Prospectus
as prescribed in the Framework Regulations and MAR.
MAR 3.1.2

Obligation to prepare semi-annual financial report 

A Reporting Entity must, in addition to the annual financial report, prepare and file a semi-annual financial report which meets the requirements in MAR 3.3.1 to 3.3.3 in respect of Shares, Warrants or Certificates over Shares, unless Authorised Investment Exchange specify it otherwise.
MAR 3.1.3

Financial reporting standards

A Reporting Entity must prepare and maintain all financial statements in accordance with the International Financial Reporting Standards (IFRS) or other financial reporting standards acceptable to the AFSA and/or Authorised Investment Exchange.
MAR 3.2.3

Signing of the annual financial report

The annual financial report must be signed by at least two Directors or approved by the Governing Body of the Reporting Entity.
MAR 5.4.2

Market Manipulation Behaviour

The following conduct constitutes Market Manipulation:

...
(b) the buying or selling of Securities, including at the opening or closing of the market, which has or is likely to have the effect of misleading investors acting on the basis of the prices displayed, including the opening or closing prices; and
MAR 6.3.8

Closed period

A Person discharging managerial responsibilities within a Reporting Entity must not conduct any transactions on their own account or for the account of a third party, directly or indirectly, relating to the Shares or debt instruments of the Reporting Entity or to derivatives or other Securities linked to them during a closed period as specified in MAR 2.4.3.of 30 calendar days before the announcement of an interim financial repert or a year-end report which the Issuer is obliged to make public according to MAR 5.
AIFC AUTHORISED MARKET INSTITUTION RULES (AMI)
AMI 3.6.5

Application for admission of Securities to an Official List of Securities

(4-1) Subject to (5), 2 business days prior to an admission of Securities offered under conditions provided in MAR 1.1.2 (b), an Authorised Investment Exchange must provide the AFSA with notice of the decision and include the information in the notification in accordance with (4).
AIFC GLOSSARY
AIFC Glossary

Connected Person 

In relation to a Person (A), a Person which has or at any relevant time had the following relationship to A:

(a) a member of A's Group;

(b) a Controller of A;

(c) a member of a partnership of which A is a member;

(d) an Employee or former Employee of A;

(e) if A is a Body Corporate:

     (i) an officer or manager of A or of a parent of A; (ii) an agent of A or of a parent of A;

(f) if A is a Partnership is or has been a member, manager or agent of A; or

(g) if A is an unincorporated association of persons which is not a Partnership, is or has been an officer, manager or agent of A.

In relation to a Reporting Entity, a Person referred to in Business Rules of Authorised Investment Exchange.

CONDITIONS 

None.

EFFECTIVE PERIOD

This notice comes into effect on the date of issue and remains in force for 6 (six months thereafter or until the further notice, whichever is the earlier.

INTERPRETATION

Defined terms are identified in this notice by the capitalisation of the initial letter of a word or of each word in a phrase and are defined in the AIFC Glossary. Unless the context otherwise requires, where capitalisation of the initial letter is not used, an expression has its natural meaning.

THIS NOTICE IS ISSUED PURSUANT TO SECTION 9 OF THE FINANCIAL SERVICES FRAMEWORK REGULATIONS BY THE ASTANA FINANCIAL SERVICES AUTHORITY REPRESENTED BY:

Name: 

Position:

DATE OF ISSUE