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Financial Services Regulatory Authority — ADGM · Rulebook
ADGM MKT Rulebook

ADGM Markets Rules (MKT Rulebook)chapter by chapter

Every article with a plain-English summary, and answers to your questions cited to the exact article.

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113

Articles

17

Chapters

FSRA

Issuing authority

2015

Effective since

AI

Cited answers from article text

ADGM Markets Rules (MKT Rulebook) is one of the rulebooks issued by the Financial Services Regulatory Authority — ADGM. For compliance officers, legal teams, and advisors working under this regime, finding the right article quickly matters. Lexara indexes the full text of ADGM MKT Rulebook and makes it searchable two ways: full-text and keyword search for rapid lookup, and AI Explorer for natural-language questions answered with citations to the exact article.

ADGM MKT Rulebook contents

113 articles in 17 chapters, each with a plain-English summary by Arakan. The full text of every article is in the Laws Browser.

Ch.1 - Introduction

2 articles
  1. Rule 1.1.1-1.1.31.1 Application

    Directors, partners, employees and the firm itself subject to the MKT Rulebook must comply with the applicable requirements of FSMR and the MKT Rules.

  2. Rule 1.5.11.5 Complaints against the Regulator

    Any person may lodge a complaint against the ADGM Financial Services Regulator under the complaints process the Regulator publishes.

Ch.2 - The Listing Rules

13 articles
  1. Rule 2.2.1 (8 Principles)2.2 Listing Principles

    A Listed Entity must at all times comply with the eight Listing Principles, including integrity, adequate information disclosure, fair treatment of security holders, and open dealings with the Regulator.

  2. Rule 2.4.1-2.4.62.4 Application for admission to the List

    Applicants must provide a complete application for securities admission to the Official List with supporting documents and fees within specified timelines.

  3. Rule 2.4.72.4 Application for admission to the List - Document Retention

    Applicants must retain admission documents, including prospectus support materials, constitution, accounts, title documents and board resolutions, for six years after admission to the Official List.

  4. Rule 2.7.52.7 Continuing obligations - Purchase of own Shares (Buy-back approval)

    A Listed Entity must obtain shareholder approval before buying back its own shares where the purchase exceeds the prescribed 15% buy-back or tender offer threshold, and must disclose the approval process and purchases made.

  5. Rule 2.7.6-2.7.72.7 Continuing obligations - Ongoing suitability and conflicts

    Listed Entities must maintain general suitability, independence and conflicts-of-interest requirements on an ongoing basis after admission and disclose security-specific continuing obligations under the specified appendices.

  6. Rules 2.3.1-2.3.92.3 General eligibility requirements - incorporation, track record, suitability

    Applicants for listing must be duly incorporated with freely transferable securities, hold a minimum three-year audited track record unless exempt, have twelve months' working capital, not be a cash shell, and have adequate management experience.

  7. Rules 2.3.1-2.3.202.3 General eligibility requirements

    Applicants seeking admission of securities to the ADGM Official List must meet general eligibility requirements, including audited accounts, working capital, market capitalisation, and a 20% cap on warrants.

  8. Rules 2.3.10-2.3.14, 2.3.17-2.3.192.3 General eligibility requirements - independence, conflicts, whole-of-class listing

    An Applicant for listing must be independent of any 30%+ controlling shareholder's business, manage conflicts of interest with directors, controllers and major shareholders, list the whole class of securities, and maintain clearing and settlement arrangements.

  9. Rules 2.3.15-2.3.16, 2.3.202.3 Market capitalisation/eligibility test and Restricted Securities/Warrant cap

    An applicant seeking listing must meet the market capitalisation test via profits or assets tests, considering restricted securities, and warrant listings are capped at 20% of underlying class.

  10. Rules 2.5.1-2.5.52.5 Determination of applications

    The Regulator decides on applications for admission, allowing applicants to dispute rejections or conditions.

  11. Rules 2.6.1-2.6.102.6 Suspending/delisting/restoring a listing

    Listed Entities must comply with the Regulator's power to suspend, delist or restore their Securities listings, and follow the prescribed process when requesting suspension, delisting or restoration themselves.

  12. Rules 2.7.1-2.7.42.7 Continuing obligations - Shareholder information and facilities

    A Listed Entity must provide Shareholders with necessary information and facilities, maintain and notify changes to Shares-in-public-hands thresholds, and notify admission to trading.

  13. Rules 2.8.1-2.8.42.8 Provision of information to the Regulator

    Listed entities must promptly give the regulator information it reasonably requires, ensure its accuracy, notify the regulator when sending documents to shareholders, and keep contact details current.

Ch.3 - Listed Funds

6 articles
  1. Rule 3.5.13.5 Governance requirements - Affected Person transactions

    Reporting Entities of Listed Funds must comply with governance requirements for transactions involving an Affected Person of the Listed Fund.

  2. Rule 3.9.1-3.9.23.9 Accounting periods and financial reports (Listed Funds)

    Reporting Entities of Listed Funds must prepare and disclose annual and interim financial reports per applicable timing requirements.

  3. Rules 3.2.1-3.2.53.2 General requirements

    A Listed Fund must be classified as Domestic or Foreign, and a Property Fund must be closed-ended and hold at least 60% Real Property.

  4. Rules 3.3.1-3.3.83.3 Fund Prospectus requirements

    Listed fund prospectuses must be submitted for approval within prescribed timelines, include the mandatory ADGM non-responsibility disclaimer and be published; foreign funds may rely on home-jurisdiction disclosure documents subject to Regulator acceptance.

  5. Rules 3.6.1-3.6.43.6 Disclosure of interests by Connected Persons (Listed Funds)

    Connected persons of listed fund reporting entities must disclose specified interests to the regulator and reporting entity within five business days of a triggering event.

  6. Rules 3.7.1-3.7.43.7 Disclosure of notifiable interests (Listed Funds)

    Governing Body members of a Reporting Entity must notify changes in notifiable interests within 5 Business Days for market disclosure.

Ch.4 - Offers of Securities

11 articles
  1. Rule 4.2.14.2 Exempt Communications

    Communications falling within prescribed exempt communication categories are not treated as offers of securities, so no prospectus or exempt offer disclaimer is required.

  2. Rule 4.4.1 (10 categories)4.4 Exempt Securities

    Securities within one of ten prescribed exempt categories are not subject to the prospectus requirement.

  3. Rule 4.12.14.12 Advertisements

    Persons making a prospectus offer must ensure advertisements during the offer period state that a prospectus has been or will be approved and published, with a link to obtain it.

  4. Rules 4.3.1-4.3.54.3 Exempt Offers

    Persons can make Exempt Offers of Securities without a Prospectus if the required disclaimer and Product Summary Note are included.

  5. Rules 4.5.1-4.5.64.5 Prospectus structure and content

    Persons making a prospectus offer must prepare a prospectus with a mandatory disclaimer and key information summary, meeting reuse conditions for registration statements and jurisdiction notice for non-ADGM issuers.

  6. Rules 4.6.1-4.6.54.6 Approval and publication of a Prospectus

    Prospectus offerors must submit the Prospectus for Regulator approval within 20 or 10 Business Days, publish it upon approval, and an Approved Prospectus remains valid for twelve months.

  7. Rules 4.7.1-4.7.24.7 Offer documents from other jurisdictions

    A person may apply for regulator approval of a non-ADGM offer or admission-to-trading document as an Approved Prospectus, within a 20 Business Day timeline and subject to currency conditions.

  8. Rules 4.8.1-4.9.34.8-4.9 Incorporation by reference and Supplementary Prospectus

    Prospectus information incorporated by reference must meet prescribed conditions; significant changes require a Supplementary Prospectus, with offerees able to withdraw within at least 7 Business Days.

  9. Rules 4.10.1-4.10.34.10 Prospectus liability

    Prescribed persons, including the issuer, directors, responsible persons and consenting experts, are liable for a prospectus and its content under FSMR section 70(1); the responsible person must record expert consents and include a consent statement.

  10. Rules 4.13.1-4.14.14.13-4.14 Miscellaneous and Retail Debentures/Sukuk

    The Regulator may require underwriting, escrow or a paying agent for prospectus offers; retail debenture or sukuk offers require admission to trading and an investment-grade rating from an acceptable agency.

  11. Rules 4.15.1-4.16.24.15-4.16 ADGM Green/Sustainability-Linked Debentures and Sukuk

    Issuers must apply for ADGM Green/Sustainability-Linked Bond Designation, show compliance with Qualifying Principles, and notify the Regulator of any significant changes.

Ch.5 - Sponsors and Compliance Advisers

3 articles
  1. Rules 5.1.2-5.1.125.1 Appointment and obligations of Sponsors

    Where required, a Person must appoint a Sponsor or obtain third-party certification, check Sponsor competence and independence, and promptly notify the Regulator of appointment or Sponsor dismissal or resignation.

  2. Rules 5.1.6-5.1.105.1 Sponsor duty to notify non-compliance

    Sponsors must give the Regulator assurance of an Issuer's compliance, notify the Issuer and Regulator of unresolved Issuer failures, and notify the Regulator of any Issuer non-cooperation.

  3. Rules 5.2.2-5.2.105.2 Appointment and obligations of Compliance Advisers

    A Reporting Entity must, when required, appoint and replace compliance advisers, confirm their competence and independence, cooperate with them, rectify failures promptly, and report dismissals or resignations without delay.

Ch.6 - Market Abuse, Price Stabilisation and Buy-back Programmes

9 articles
  1. Rule 6.1.16.1 Code of Market Conduct

    Persons must have regard to the Code of Market Conduct, issued as guidance on market abuse provisions, for conduct occurring in or affecting ADGM markets.

  2. Rule 6.2.166.2 Price Stabilisation Register

    Stabilisation Managers must establish a real-time price stabilisation register that is accessible by regulators and relevant parties within three days.

  3. Rule 6.2.16(1)-(5)6.2 Price Stabilisation Register

    A Stabilisation Manager must maintain an English price stabilisation register of all stabilisation transactions, producible to regulators within 3 Business Days.

  4. Rule 6.2.16(6)6.2 Price Stabilisation Register Retention

    A Stabilisation Manager must keep its Price Stabilisation register for six years from the end of the Stabilisation Window.

  5. Rules 6.2.3-6.2.66.2 Buy-back Programme conditions

    To qualify for Market Abuse exemptions, Buy-back Programmes need general meeting authorization, detailed disclosures, and compliance with trading conditions.

  6. Rules 6.2.7-6.2.10, 6.2.156.2 Price Stabilisation conditions - appointment, notification and pricing

    Price stabilisation of a Relevant Security must be conducted only by an appointed Stabilisation Manager within a 30-day window, with exchange notification and prices not above offer price.

  7. Rules 6.2.7-6.2.15, 6.2.17-6.2.186.2 Price Stabilisation conditions

    To qualify for the market abuse exemption, price stabilisation of relevant securities must be run by an appointed Stabilisation Manager or Agent within a 30-day window, with exchange notification, disclosure, and price limits.

  8. Rules 6.2.9, 6.2.11-6.2.146.2 Price Stabilisation Disclosure and Ancillary Stabilisation/Greenshoe conditions

    A Stabilisation Manager must make pre-Offer, transaction-level and post-stabilisation-window disclosures of prescribed details, and comply with ancillary stabilisation and greenshoe overallotment conditions.

  9. Rules 6.2.17-6.2.186.2 Dual-listed and cross-border Price Stabilisation

    The Stabilisation Manager must adhere to additional cross-border coordination and disclosure requirements for price stabilisation of dual-listed securities.

Ch.7 - Continuous Disclosure

9 articles
  1. Rule 7.2.17.2 Immediate Disclosure of Inside Information

    A reporting entity must immediately disclose inside information once aware of it, in the prescribed manner, without false or misleading content, unless a listed exception such as confidentiality applies.

  2. Rule 7.2.37.2 Selective Disclosure of Inside Information

    A Reporting Entity may disclose Inside Information early only to prescribed recipients under a written confidentiality notice, and must make full Disclosure once information may have spread.

  3. Rule 7.5.1-7.5.27.5 Power to direct Disclosure

    A Reporting Entity receiving a Direction Notice from the Regulator, such as to correct a false market or protect investors, market integrity or ADGM, must comply with its terms.

  4. Rule 7.6.1 / APP 27.6 Other matters that require Disclosure (APP 2 event table)

    Reporting Entities must disclose specified events, such as inside information, governance changes, dividend decisions and insolvency, within the timelines set out in the APP 2 event table.

  5. Rules 7.2.6-7.2.97.2 Control of Inside Information

    Reporting Entities must restrict access to inside information, track access, and ensure compliance acknowledgments from affected Directors and Employees.

  6. Rules 7.3.1-7.3.67.3 Disclosure of interests by Connected Persons

    Connected Persons must disclose significant events to the regulator and reporting entity within 5 business days, followed by prompt market disclosure.

  7. Rules 7.4.1-7.4.47.4 Disclosure of Directors' notifiable interests

    Directors of Reporting Entities, other than Listed Funds, must notify fellow Directors of notifiable interests within five Business Days, and the entity must make market disclosure as soon as possible.

  8. Rules 7.7.1, 7.7.37.7 Manner of Disclosure and website retention

    Reporting Entities must release Required Disclosures via the Regulator's disclosure platform in a clear, fair manner, avoid misleading content, and keep them on their website for one year.

  9. Rules 7.8.1-7.8.37.8 Trading Halts

    The regulator may impose a trading halt of up to two business days at a reporting entity's request, to allow time for disclosure of inside information, possibly followed by suspension.

Ch.9 - Governance of Reporting Entities

11 articles
  1. Rule 9.5.49.5 Related Party Transactions - sub-threshold Disclosure, aggregation and exemptions

    Listed Entities must disclose Related Party Transactions below a 5% threshold, aggregate transactions reaching the threshold, and may seek exemptions in certain cases.

  2. Rules 9.2.2-9.2.109.2 Corporate Governance Principles and annual reporting

    Listed Entities must adhere to Corporate Governance Principles and disclose compliance with best practice standards in their annual reports.

  3. Rules 9.3.2-9.3.79.3 Directors' duties and equality of treatment

    Directors of a Listed Entity must act in good faith, honestly, with due diligence and care, in shareholders' best interests, and ensure equal treatment of security holders.

  4. Rules 9.3.2-9.3.139.3 Directors' duties and fair treatment of Shareholders

    Directors of listed entities must act in good faith with due care, treat shareholders equally, and obtain majority shareholder approval for specified major decisions such as related party transactions and capital changes.

  5. Rules 9.3.8-9.3.139.3 Shareholder-approval matters and Preference Securities

    The board must obtain majority shareholder approval before implementing listed matters such as constitutional changes, major asset transactions, related party transactions, and new securities issuances, and must respect preference security voting and capital return rights.

  6. Rules 9.3.14-9.3.179.3 Weighted Voting Rights

    Listed Entities may issue Weighted Voting Rights shares only with Regulator approval and conditions, such as a 75% votes cap; WVR lapses on transfer.

  7. Rules 9.4.1-9.4.49.4 Dealings by Restricted Persons (Close Periods)

    Restricted Persons in Senior Management must not deal in listed entity securities during a close period unless an exemption applies or a designated Director grants prior written dealing clearance, which cannot be given while inside information exists.

  8. Rules 9.5.2-9.5.39.5 Related Party Transactions - threshold approval

    A Listed Entity must obtain prior majority Shareholder approval for Related Party Transactions valued at 5% or more of net assets, with excluded Related Party voting.

  9. Rules 9.5.2-9.5.49.5 Related Party Transactions

    Listed Entities must obtain prior majority shareholder approval, excluding the related party, for related party transactions at or above 5% of net assets, and notify and disclose smaller ones.

  10. Rules 9.6.1-9.6.12 / APP 89.6 Restricted Securities

    Applicants and Listed Entities with Restricted Securities must enter restriction agreements with holders, file them with the Regulator, and obtain a custodian holding-lock undertaking within two Business Days.

  11. Rules 9.7.1-9.7.69.7 Issues of New Securities

    A listed entity may not issue equity securities beyond its 20% placement capacity without shareholder approval unless a listed exception applies; unapproved issues may be retrospectively approved if issued within three months.

Ch.8 - Systems and Controls

2 articles
  1. Rule 8.1.2(1)-(2), (4)8.1 Adequacy of systems and controls

    A Reporting Entity must establish and maintain systems and controls demonstrating compliance with FSMR and MKT Rules, covering corporate governance, connected persons, related parties, and inside information.

  2. Rule 8.1.2(3)(b)8.1 General record-retention floor

    A Reporting Entity must maintain records required under FSMR or the MKT Rules for at least six years as part of its systems and controls, unless a shorter period is prescribed.

Ch.11 - Additional Obligations for Mining Reporting Entities

14 articles
  1. Rules 11.2.1-11.2.411.2 General mining disclosure standards

    Mining reporting entities must disclose exploration targets, results, mineral resources, ore reserves and production targets per an applicable mining reporting standard such as JORC or SAMREC, excluding historical estimates.

  2. Rules 11.2.1-11.3.311.2-11.3 General mining disclosure standards and Prospectus content

    Mining reporting entities must disclose exploration results, mineral resources and ore reserves per a recognised mining reporting standard such as JORC or SAMREC, and mining prospectuses need sustainability disclosures and an independent valuation report.

  3. Rules 11.3.1-11.3.311.3 Prospectus content - sustainability disclosures and Valuation Report

    Mining prospectuses must include sustainability disclosures and an independent valuation report, dated within six months, on mineral and ore reserves covering methodology, assumptions, sensitivity, net present value and risks.

  4. Rules 11.4.1-11.4.611.4 Exploration Results

    A Mining Reporting Entity disclosing material new or materially changed Exploration Results must include prescribed technical content such as sampling, drilling, estimation methodology, classification criteria and material assumptions.

  5. Rules 11.4.1-11.7.611.4-11.7 Exploration Results, Mineral Resources, Ore Reserves and Non-Equivalent Estimates

    Mining reporting entities must include prescribed technical content, such as sampling, estimation methodology and classification criteria, when disclosing material exploration results, mineral resources or ore reserves.

  6. Rules 11.5.1-11.6.611.5-11.6 Mineral Resources and Ore Reserves

    A Mining Reporting Entity disclosing material, previously undisclosed or materially changed Mineral Resources or Ore Reserves estimates must include prescribed technical content and classification criteria for each category.

  7. Rules 11.7.1-11.7.611.7 Non-Equivalent Estimates of Mineralisation

    Non-Equivalent Estimates of Mineralisation may be disclosed only in limited circumstances, with prescribed cautionary statements, reliability disclosures, and enhanced reserves and resources disclosure if not converted within three years.

  8. Rules 11.8.1-11.8.511.8 Production Targets

    Mining reporting entities must not disclose production targets based wholly on exploration targets or inferred mineral resources, and must include prescribed assumptions and cautionary statements.

  9. Rules 11.8.1-11.9.411.8-11.9 Production Targets and Forecast financial information

    Mining Reporting Entities must not disclose Production Targets based wholly on Exploration Targets, and must include prescribed assumptions and cautionary statements in permitted disclosures.

  10. Rules 11.9.1-11.9.411.9 Forecast financial information

    Forecast financial information derived from a Production Target must follow the same disclosure framework as Production Target disclosures, including prohibition checks, prescribed assumptions, cautionary statements and operating-mine exemption.

  11. Rules 11.10.1-11.10.411.10 Quarterly Reports

    Mining exploration and production reporting entities must each disclose a quarterly report covering activity, expenditure, tenement holdings and reserves cross-references within one month after quarter-end.

  12. Rules 11.10.1-11.11.211.10-11.11 Quarterly Reports and Summary of Reserves and Resources

    Mining exploration and production reporting entities must disclose a quarterly report within one month of quarter-end, and update their summary of reserves and resources at least every 12 months, including sustainability policies and practices.

  13. Rules 11.11.1-11.11.211.11 Summary of Reserves and Resources

    Mining reporting entities must update their Summary of Reserves and Resources at least every 12 months, including sustainability policies and practices, unless included in the annual report.

  14. Rules 11.12.1-11.12.511.12 Competent Persons and Mining Tenement joint ventures

    Mining disclosures containing exploration or resource estimates must name a competent person with prior written consent, and reporting entities may not enter mining tenement joint ventures without guaranteed information access.

Ch.10 - Accounting Periods, Financial Reports and Auditing

5 articles
  1. Rules 10.1.2-10.1.310.1 Financial reporting standards and accounting periods

    A Reporting Entity must prepare financial statements per financial year under IFRS and obtain prior Regulator approval, on 28 Business Days' notice, before changing its accounting reference date.

  2. Rules 10.1.3A-10.1.3B10.1 Preliminary statement and Quarterly Cash Reports

    Reporting Entities must immediately disclose preliminary annual financial results on Board approval, and file Quarterly Cash Reports within one month of each quarter-end where required.

  3. Rules 10.1.4-10.1.6, 10.1.8(2)(a)10.1 Annual financial report

    Reporting Entities must have at least two Directors sign the annual financial report, including audited financial statements, and disclose it within four months after financial year end.

  4. Rules 10.1.7-10.1.8(2)(b)-(3)10.1 Semi-annual financial report

    Reporting Entities must prepare and disclose a semi-annual financial report within two months of period-end, compliant with IFRS and signed by at least two Directors.

  5. Rules 10.2.2-10.2.810.2 Appointment and function of auditors

    Reporting entities must notify the regulator of auditor appointment, termination or resignation, vet auditor skills and independence, cooperate with auditors, require IAASB-compliant audits, and file audit reports within four months of year end.

Ch.12 - Additional Obligations for Petroleum Reporting Entities

12 articles
  1. Rules 12.2.1-12.2.412.2 General petroleum disclosure standards

    Petroleum reporting entities must disclose petroleum resources in line with the PRMS, classify resources in the most specific applicable class, and state the estimation method and evaluation date used.

  2. Rules 12.2.1-12.3.312.2-12.3 General petroleum disclosure standards and Prospectus content

    Petroleum Reporting Entities must adhere to the Petroleum Reporting Standard for disclosures and include sustainability impacts and independent valuation reports in their Prospectus.

  3. Rules 12.3.1-12.3.312.3 Prospectus content - sustainability disclosures and Valuation Report

    A petroleum prospectus must include sustainability policy, impact and risk disclosures, plus an independent valuation report dated within six months and prepared to recognised petroleum resource valuation standards.

  4. Rules 12.4.1-12.5.112.4-12.5 Geophysical surveys and Exploration/drilling disclosures

    Petroleum Reporting Entities disclosing geophysical survey data or material exploration and drilling results must include prescribed technical details such as well identification, permits and test data.

  5. Rules 12.4.1-12.12.112.4-12.12 Geophysical surveys, Exploration/drilling, Resource and Reserve disclosures

    Petroleum Reporting Entities disclosing survey, drilling, or resource estimates must include prescribed technical content, category classifications with lower categories disclosed, and cautionary wording for Prospective Resources.

  6. Rules 12.6.1-12.8.112.6-12.8 Prospective Resources

    Petroleum Reporting Entities disclosing Prospective Resources estimates must categorise them by risk class, avoid disclosing mean estimates alone, apply prescribed aggregation, and include risk assessments for material new disclosures.

  7. Rules 12.9.1-12.10.112.9-12.10 Contingent Resources and Material Changes

    Petroleum Reporting Entities disclosing Contingent Resources must classify them by risk class C1, C2, or C3, not disclose a mean estimate alone, and include details for material undisclosed changes.

  8. Rules 12.11.1-12.12.112.11-12.12 Petroleum Reserves and Material Changes

    Petroleum Reporting Entities disclosing reserve estimates must classify them as 1P, 2P or 3P, identify the Reference Point, apply prescribed aggregation, and avoid disclosing mean estimates.

  9. Rules 12.13.1-12.13.412.13 Quarterly Reports

    Petroleum exploration and production reporting entities must disclose a quarterly report within one month after each quarter-end, covering activity, expenditure, tenement holdings and reserves.

  10. Rules 12.13.1-12.14.312.13-12.14 Quarterly Reports and Summary of Reserves and Resources

    Petroleum reporting entities must file quarterly reports within one month of quarter-end and update their Summary of Reserves and Resources, including sustainability policy, at least every 12 months.

  11. Rules 12.14.1-12.14.312.14 Summary of Reserves and Resources

    A Petroleum Reporting Entity must include a sustainability-policy update in its Summary of Reserves and Resources, prepared at least every 12 months unless SEC-compliant.

  12. Rules 12.15.1-12.15.412.15 Competent Persons and Petroleum Tenement joint ventures

    Petroleum reserves and resources disclosures must be prepared by a named Competent Person, with that person's prior written consent, and reporting entities must secure information rights before entering a petroleum tenement joint venture.

Appendices - Prospectus/Disclosure Content Checklists and Best Practice Standards

12 articles
  1. APP 1 (A1.1 Registration Statement, A1.2 Securities Note)APP 1 - Content of a Prospectus

    A prospectus must include all applicable checkmarked items for its security type, covering issuer information, financial overview, risk factors and securities note transaction terms.

  2. APP 1, A1.1 (Rule 4.5.1(3)(b))APP 1 - Content of a Prospectus: Registration Statement

    A prospectus registration statement must include all applicable checklist items for the security type, covering issuer, financial, management, assets, capital and documents-on-display information.

  3. APP 1, A1.2 and A1.2 Section 7 (Rule 4.5.1(3)(c))APP 1 - Content of a Prospectus: Securities Note and Asset Backed Securities

    A prospectus Securities Note must include all checkmarked items in the content table for the security type, plus asset-backed disclosures on assets, structure, obligors and credit enhancements where applicable.

  4. APP 2 (Rule 7.6.1)APP 2 - Continuous and Other Disclosures (Reporting Entities other than Listed Funds)

    Reporting Entities other than Listed Funds must make required continuous disclosures, such as inside information, governance, securities, interests, financial and insolvency matters, within prescribed time periods after the triggering event.

  5. APP 2 (Rule 7.6.1), APP 3 (Rules 2.7.8/3.8.1), APP 6 (Rule 2.7.8)APP 2/APP 3/APP 6 - Disclosure event and timing tables

    The ADGM market rulebook sets out continuing disclosure events, required content and filing deadlines for Reporting Entities, Listed Fund reporting entities and Listed Entities' security-specific obligations.

  6. APP 3 (Rules 3.8.1, 2.7.8)APP 3 - Disclosures Relating to Listed Funds

    Reporting entities of listed funds must make prescribed disclosures to the market for specified events, such as inside information, governance, business, unit, financial, capital and winding-up matters, within the time period set for each event.

  7. APP 4 (Guidance to Rules 9.2.2-9.2.10)APP 4 - Corporate Governance Best Practice Standards

    Listed Entities may adopt best-practice corporate governance standards on a comply-or-explain basis to meet binding principles.

  8. APP 5 (A5.1.1-A5.1.2)APP 5 - List of Exempt Offerors

    Offers made by exempt offerors, such as OECD, GCC or Abu Dhabi governmental bodies, IMF, World Bank, IFC and Islamic Development Bank, are exempt from the prospectus requirement.

  9. APP 6, A6.1 (Rule 2.7.8)APP 6 - Continuing Obligations: Security Specific Disclosures (event/disclosure table)

    Listed Entities must make prescribed disclosures within set timeframes when events occur, such as register closures, holder meetings, rights changes, or trustee and custodian changes.

  10. APP 6, A6.2 (Rule 2.7.8)APP 6 - Continuing Obligations: other requirements (register maintenance, transfers, notifications)

    Listed Entities or their Reporting Entities must meet continuing obligations for listed securities, including register maintenance, transfer registration within 7 Business Days free of charge, and prior notifications to the Regulator.

  11. APP 7 (Rule 4.3.5)APP 7 - Product Summary Note template

    An Issuer of an Exempt Offer requiring a Product Summary Note must prepare it in the prescribed APP 7 format, in plain English, about 12 A4 pages maximum, without disclaimers or marketing resemblance, covering mandated sections.

  12. APP 8 (A8.1, Rule 9.6.5)APP 8 - Restricted Securities categorisation table

    Restricted Securities are categorised into eleven groups, each with its own restriction formula, proportion and restriction period, set out in the APP 8 categorisation table of the Market Rulebook.

Ch.2 The Listing Rules - 2.4 Application for admission to the List

1 article
  1. Rule 2.4.7-retRecord Retention — Listing application supporting documents (acquisition agreements; letters/report

    Listing applicants must retain supporting documents such as acquisition agreements, valuations, and board allotment resolutions for six years from securities admission to the Official List.

Ch.6 Market Abuse, Price Stabilisation and Buy-back Programmes - 6.2 Price Stabilisation

1 article
  1. Rule 6.2.16(6)-retRecord Retention — Price Stabilisation register (Stabilisation Agent details, terms/instructions, c

    Price stabilisation records must be retained for six years from the end of the stabilisation window, including the stabilisation agent details, instructions, correspondence and each transaction record.

Ch.8 Systems and Controls - 8.1 Adequacy of systems and controls

1 article
  1. Rule 8.1.2(3)(b)-retRecord Retention — General default: all records required to be maintained under FSMR and the MKT Ru

    ADGM Market Rules require firms to retain general records for a default six-year period from creation, unless a shorter statutory retention period applies.

Ch.7 Continuous Disclosure - 7.7 Manner of Disclosure

1 article
  1. Rule 7.7.3-retRecord Retention — Information Disclosed to the market via the Regulator's disclosure platform, as

    Reporting Entities must retain information disclosed to the market via the Regulator's disclosure platform on their website for one year from publication.

What ADGM MKT Rulebook covers

ADGM MKT Rulebook's 208 indexed articles break down by obligation type as follows.

Compliance — 124 articles

Legal — 35 articles

Company Secretariat — 27 articles

Finance — 12 articles

Fund Manager — 6 articles

General — 4 articles

Topics covered

ADGM MKT Rulebook spans the following regulatory topics, as tagged by Lexara.

adgm

fsra

mkt

markets

listing

prospectus

disclosure

securities

market abuse

reporting entity

listed entity

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Common questions

What is ADGM Markets Rules (MKT Rulebook)?

ADGM Markets Rules (MKT Rulebook) is issued by the Financial Services Regulatory Authority — ADGM and has applied since 1 October 2015. It has 113 articles across 17 chapters.

What does ADGM MKT Rulebook cover?

It is organised into: Ch.1 - Introduction; Ch.2 - The Listing Rules; Ch.3 - Listed Funds; Ch.4 - Offers of Securities; Ch.5 - Sponsors and Compliance Advisers; Ch.6 - Market Abuse, Price Stabilisation and Buy-back Programmes; Ch.7 - Continuous Disclosure; Ch.9 - Governance of Reporting Entities; Ch.8 - Systems and Controls; Ch.11 - Additional Obligations for Mining Reporting Entities; Ch.10 - Accounting Periods, Financial Reports and Auditing; Ch.12 - Additional Obligations for Petroleum Reporting Entities; and 5 more.

Who issues ADGM MKT Rulebook?

The Financial Services Regulatory Authority — ADGM. Always check the authority's official publication for the binding text.

Can I search ADGM MKT Rulebook and ask questions about it?

Yes. Lexara searches the full text of all 113 articles and answers plain-English questions with a citation to the exact article.

Source and use

Laws and regulations are issued and published by the relevant UAE authorities; always rely on the official text. Summaries on this page are for information only and are not legal advice.

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