NOTICES 2019-2020
AFSA Notice No. AFSA-Q-OA-2020-0030 from 24 September 2020 on Waiver and Modification
THE ASTANA FINANCIAL SERVICES AUTHORITY HEREBY GIVES NOTICE THAT:
1. The Rule specified in Table A herein does not apply to the Authorised Firms carrying on Regulated Activity of Arranging Custody, Providing Fund Administration, Advising on Investments and Arranging Deals in Investments.
AND
2. The Rule specified in the left hand column of Table B herein does not apply to the Authorised Firms carrying on Regulated Activity of Providing Trust Services in the form appearing in the AIFC Prudential Rules for Investment Firms but instead applies as
modified in the right hand column of Table B.
TABLE A – RULES WAIVED
| AIFC Act | Waived Rule |
| AIFC Prudential Rules for Investment Firms 4.2 (1) |
4.2 Liquid Assets requirement (1) A PRU Investment Firm must have, at all times, Liquid Assets whose value is at least equal to 25% of the firm’s Annual Operating Expenditure (as defined in Rule 4.4). |
TABLE B – RULES MODIFIED
The Rule specified in the left-hand column of Table B is modified to the extent shown in the right hand column of Table B below. In this table, underlining indicates new text, otherwise the Rule remains unaltered.
| AIFC Act | Waived Rule |
| AIFC Prudential Rules for Investment Firms 4.2 (1) |
4.2 Liquid Assets requirement (1) A PRU Investment Firm must have, at all times, Liquid Assets whose value is at least equal to 25% of the firm’s Annual Operating Expenditure (as defined in Rule 4.4). A PRU Investment Firm authorised for Providing Trust Services must have, at all times, Liquid Assets whose value is at least equal to 10% of the firm’s Annual Operating Expenditure (as defined in Rule 4.4), in case if it is not acting as trustee in respect of an express trust. |
EFFECTIVE PERIOD
This notice comes into effect from 1 November 2020 and remains effective until 1 November 2023.
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. AFSA-N-NB-2020-0003 from 17 August 2020 on Waiver and Modification
| To | Pre – IPO issuer, KCR Investments N.V. |
| The address of the Registered Office |
Piet Heinkade 55, Amsterdam, The Netherlands. |
THE ASTANA FINANCIAL SERVICES AUTHORITY (AFSA) HEREBY GIVES NOTICE THAT:
The AFSA extends the time period required by provision 3.4.2 (a) of AIFC Market Rules No.FR0003 of 2017 for making market disclosure by KCR Investments N.V. in relation to its annual financial report at the latest on 31 October 2020.
CONDITIONS
None.
EFFECTIVE PERIOD
This notice comes into effect on the date of its issue and remains in force until 31 October 2020.
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. AFSA-T-OA-2020-0021 from 24 June 2020 on Waiver and Modification
| To | Seven Pillars Ltd |
| Business Identification Number |
200340900267 |
| Permitted Activity | Providing Legal Services, Providing Consulting Services – strategic management advice to enhance a client’s business. |
| The address of the Registered Office |
55/20, Mangilik Yel Avenue, Block C4.1, office 251- 252, Esil district, Nur-Sultan, Kazakhstan |
THE ASTANA FINANCIAL SERVICES AUTHORITY HEREBY GIVES NOTICE THAT:
The Rules specified in the left hand column of the Table herein do not apply to the above mentioned Person in the form appearing in the Anti-Money Laundering, Counter-Terrorist Financing and Sanctions (“AML”) Rules but instead apply as modified in the right hand column of the Table.
TABLE – RULES MODIFIED
The Rules specified in the left-hand column of the Table 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 |
| AML Chapter 13 |
Rule 13.1.3 Residency Requirement
Guidance on appointment of MLRO (a) Under GEN 2.1.2, the MLRO function is a mandatory appointment. For the avoidance of doubt, the individual appointed as the MLRO of an Authorised Firm, other than a Representative Office, is the same individual who holds the Designated Function of MLRO of that Authorised Firm. (b) A Relevant Person other than an Authorised Firm should make adequate arrangements to ensure that it remains in compliance with these Rules in the event that its MLRO is absent. Adequate arrangements would include appointing a |
| AML Chapter 13 |
Rule 13.2.1 Appointment of deputy
|
CONDITIONS
The modification in respect of the Rules specified above remains in effect for the duration of the period not exceeding 12 months on condition that the above-named Person to whom this notice applies will comply with the following conditions:
- a) to appoint a Deputy MLRO, resident in Kazakhstan, who has relevant experience or in case of absence of experience, should be provided with AML training in accordance with the Section 14.1.1 of the AIFC AML rules within 6 months from the day of Notification by the AFSA;
- b) to keep the position of the main MLRO by Director of Seven Pillars Limited, for general control and with the relevant responsibilities and functions;
- c) to keep the AFSA informed on the changes with the appointment of Director of Seven Pillars Ltd.
- If the conditions stated above are breached, this notice ceases to have effect forthwith and the Rules specified in the table herein apply to the above mentioned Person to whom this notice applies in their unmodified form as they appear in the applicable section of the Rules in force at the relevant time.
EFFECTIVE PERIOD
This notice comes into effect on the date of issue and remains in force until the end of the term set out above.
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. AFSA-T-NB-2020-0004 from 24 June 2020 on Waiver and Modification
THE ASTANA FINANCIAL SERVICES AUTHORITY HEREBY GIVES NOTICE THAT:
1. The Rules specified in Table A herein do not apply to the Authorised Firms carrying on Regulated Activity of Operating a Representative Office.
AND
2. The Rule specified in the left hand column of Table B herein do not apply to the Authorised Firms carrying on Regulated Activity of Operating a Representative Office in the form appearing in the AIFC AML Rules (AML) but instead apply as modified in the right
hand column of the table.
TABLE A – RULES WAIVED
| AIFC Act | Waived Rule |
| GEN | 2.1.1 |
| GEN | 2.1.2 |
| REP | 3.4 (1) (a) |
TABLE B – RULES MODIFIED
The Rule specified in the left-hand column of the Table B is modified to the extent shown in the right hand column of the Table B below. In this table, underlining indicates new text and striking through indicates deleted text, otherwise the Rule remains unaltered.
| AIFC Act | Modified Text |
| AML Chapter 2 |
Rule 2.1 Application (a) The AML Rules apply to: (i) every Relevant Person in respect of all its AFSA regulated or supervised activities excluding a Regulated Activity of Operating a Representative Office; and (ii) the persons specified in AML 2.2 as being responsible for a Relevant Person's compliance with these Rules. (b) For the purposes of these Rules, a Relevant Person means: (i) an Authorised Firm; (ii) an Authorised Market Institution; (iii) a DNFBP; or (iv) a Registered Auditor. |
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 REGULATIONS BY THE ASTANA FINANCIAL SERVICES AUTHORITY
AFSA Notice No. AFSA-T-OA-2020-0020 from 19 June 2020 on Waiver and Modification
| To | Tengri Partners Investment Banking (Kazakhstan) JSC doing business in the AIFC as Tengri Partners Investment Banking (AIFC) |
| Business Identification Number |
200141900106 |
| Permitted Activity |
Dealing in Investments as Principal Dealing in Investments as Agent; Managing Investments; Managing a Collective Investment Scheme; Advising on Investments; Arranging Deals in Investments; Providing Fund Administration |
| The address of the Registered Office |
55/16, Mangilik Yel, Block C3.1, Office 339, Nur-Sultan |
THE ASTANA FINANCIAL SERVICES AUTHORITY HEREBY GIVES NOTICE THAT:
Requirements of the due dates specified in Risk Mitigation Program according to the AFSA Supervision Letter #AFSA -T-EC-2020-0022 dated by 05.02.2020 are waived for the effective period
EFFECTIVE PERIOD
This notice comes into effect on the date of issue and remains in force until July 31 st , 2020.
INTERPRETATION
THIS NOTICE IS ISSUED PURSUANT TO SECTION 9 OF THE FINANCIAL SERVICES FRAMEWORK REGLATIONS BY THE ASTANA FINANCIAL SERVICES AUTHORITY
AFSA Notice No. AFSA-T-NB-2020-0002 from 1 June 2020 on Waiver and Modification
| To | Emirates Legal Limited |
| Business Identification Number |
190640900114 |
| Permitted Activity | Providing Legal Services |
| The address of the Registered Office |
55/16, Mangilik Yel Avenue, office 364, Nur-Sultan |
THE ASTANA FINANCIAL SERVICES AUTHORITY HEREBY GIVES NOTICE THAT:
The Rules specified in the left hand column of the Table herein do not apply to the above mentioned Person in the form appearing in the Anti-Money Laundering, Counter-Terrorist Financing and Sanctions (“AML”) Rules but instead apply as modified in the right hand column of the Table.
TABLE – RULES MODIFIED
The Rules specified in the left-hand column of the Table 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 |
| AML Chapter 13 |
Rule 13.1.3 Residency Requirement
Guidance on appointment of MLRO (a) Under GEN 2.1.2, the MLRO function is a mandatory appointment. For the avoidance of doubt, the individual (b) A Relevant Person other than an Authorised Firm should make adequate arrangements to ensure that it remains in compliance with these Rules in the event that its MLRO is absent. Adequate arrangements would include appointing a temporary deputy MLRO for the period of the MLRO's absence or making sure that the Relevant Person’s AML systems and controls allow it to continue to comply with these Rules when the |
| AML Chapter 13 |
Rule 13.2.1 Appointment of deputy An |
CONDITIONS
The modification in respect of the Rules specified above remains in effect for the duration of the period not exceeding 12 months on condition that the above named Person to whom this notice applies will comply with the following conditions:
- a) to appoint a Deputy MLRO, resident in Kazakhstan, represented by legal Associate in Emirates Legal Limited office in the AIFC;
- b) to keep the position of the main MLRO by Director of the firm for general control and with the relevant responsibilities and functions;
- c) to obtain relevant AML training for the Deputy MLRO represented by legal Associate in Emirates Legal Limited office in the AIFC within 6 months from the day of notification by AFSA.
If the conditions stated above are breached, this notice ceases to have effect forthwith and the Rules specified in the table herein apply to the above mentioned Person to whom this notice applies in their unmodified form as they appear in the applicable section of the Rules in force at the relevant time.
EFFECTIVE PERIOD
This notice comes into effect on the date of issue and remains in force until the end of the term set out above.
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. 0011 from 20 March 2020 on the Provision of Ancillary Services and Financial Services Within the Same Legal Entity
AFSA NOTICE №0011 ON THE PROVISION OF ANCILLARY SERVICES AND FINANCIAL
SERVICES WITHIN THE SAME LEGAL ENTITY
THE ASTANA FINANCIAL SERVICES AUTHORITY HEREBY GIVES NOTICE THAT:
The Astana Financial Services Authority is of the opinion that an AIFC Participant authorised to provide Ancillary Services cannot be authorised to carry out Regulated activities within the same legal entity.
This firm must establish another entity and apply to the AFSA for obtaining a Licence to carry out
Regulated Activities.
An AIFC Participant authorised to carry out Regulated Activities can provide consultancy services based on its licence, if such services are relevant and incidental to the Participant’s core business
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. AFSA-O-EC-2019-0384 from 30 November 2019 on Waiver Confirmation
In response to your Application on Waivers or Modifications dated 1 October 2019, in accordance with the section 195 of the AIF Companies Regulations the Registrar of Companies notifies you about granting a conditional waiver on the provision prescribed by subsection 1 of section 134 of the AIFC Companies Regulations, which gives you a right to engage an auditor who is not registered by the Registrar as an auditor under Chapter 3 of the AIFC Companies Regulations for examination and reporting on the accounts prepared under section 131 of the AIFC Companies Regulations.
The potential external audit service provider must be one of the leading top-tier global auditors that complies to the most known international audit standards.
This conditional waiver does not pertain to section 109 of the AIFC Financial Services Framework Regulations.
AFSA Notice No. 0008 from 26 July 2019 on waiver and modification
THE ASTANA FINANCIAL SERVICES AUTHORITY HEREBY GIVES NOTICE THAT:
- 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 - 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 WAIVEDAIFC 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) if the value of a Related Party Transaction is greater than 5% of value of the net (c) if the cumulative value of a series of Related Party Transactions with the same |
|
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. |
| MAR 1.5.1 MAR Schedule 1 |
9.4 Special categories of companies MAR Schedule 1 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 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 from 14 May 2019 on Waiver and Modification
| 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 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 1.2 |
| 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
|
| 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 |
| 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: ... |
| 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. |
| 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: