Frequently Asked Questions (FAQ)

Yes. A prospectus may be approved if it comprises the rules and practices of an Equivalent Regulated Exchange and the law and practice of the country or territory in which that exchange is situated. The list of Equivalent Regulated Exchanges determined by AFSA is available in AFSA Notice № AFSA-N-NB-2024-0008 On Equivalent Regulated Exchanges For Securities And Listed Funds .

A Prospectus must include all information necessary for an investor to make an informed assessment of:

(i) the assets and liabilities, profits and losses, financial position, and prospects of the Issuer and of any guarantor;

(ii) the rights attaching to the Securities;

(iii) the reasons for the issuance and its impact on the Issuer.

For detailed information on Prospectus structure and other necessary documents, please refer to AIFC MAR 1.3-1.4.

AIX may admit Securities to trading and allow their offer within the AIFC without a Prospectus, provided the Securities meet one or more of the conditions outlined below:

• the offer is made to or directed at only Accredited Investors;
• the Securities being offered are issued and registered in the AIFC and the offer is directed at fewer than 50 investors in any 12-month period;
• the offer is directed at investors who acquire Securities for a total consideration of at least USD100,000 (or an equivalent amount in another currency) per Person for each separate offer;
• the total aggregate consideration for the Securities offered is less than USD5,000,000 (or an equivalent amount in another currency) calculated over a period of 12 months;
• Securities already admitted to trading on another Authorised Investment Exchange, Recognised Non-AIFC Market Institution or other Equivalent Regulated Exchange (“the other market”).

For the full list of exemptions, please refer to AIFC MAR 1.2.2.

All public offers of Securities require a prospectus approved by an Authorised Investment Exchange. Potential issuers seeking to offer Securities by way of placement shall have Prospectus approved by AFSA.

The current list of trading members is available on the official AIX website: Trading Members | AIX

AIFC Glossary defines insider dealing as:

• “The use of Inside Information by a Person who possesses such information, through the direct or indirect acquisition or disposal of Securities or Units in a Listed Fund to which the information relates, whether for their own account or for the account of a third party; or”
• the use of Inside Information by cancelling or amending an order concerning a Security or Units in a Listed Fund to which the information relates where the order was placed before the Person concerned possessed the Inside Information; or
• the use of recommendations or inducements to engage in Insider Dealing, where the Person using the recommendation or inducement knows or ought to know that it is based on Inside Information.

For detailed information, please refer to AIFC MAR 5.3. Insider Dealing

AFSA regulates financial services related to the functioning of capital market infrastructure, including regulated stock exchange, central securities depositary and trading platforms. The market activities include operating an exchange, a clearing house, a loan/investment crowdfunding platform, and a private financing platform.

A complete list of all the market activities with descriptions that are authorised by AFSA is provided in the AIFC GEN Schedule 4.

An Authorised Market Institution (AMI) is an AIFC Participant which has been licensed by AFSA to carry on one or more Market Activities (such as operating an exchange, a clearing house, a loan/investment crowdfunding platform, or a private financing platform).

AFSA publishes all current and past grants of authorisations, suspensions and withdrawals of licences for Authorised Market Institutions on its a Public Register.

An Authorised Market Institution, except for an Authorised Digital Asset Trading Facility, may only admit as a Member a Person who satisfies the admission criteria set out in its Membership Rules and who is either:

(a) an Authorised Firm whose Licence permits it to carry on the Regulated Activities of Dealing in Investments;

(b) a Recognised Non-AIFC Member;

(c) A Person intending to deal in Commodity Derivatives or Environmental Instruments who meets the criteria in GEN 1.1.14;

(d) A Person by providing that Person with access to the facility, on which Investment Tokens are traded or cleared or both traded and cleared, in respect of their trading or clearing of Investment Tokens only.

No, it cannot. According to the AIFC AMI Rules, a Person must be either RNAM or an Authorised Firm, whose Licence permits it to carry on the Regulated Activities of Dealing in Investments, but not both.

Before making a recognition order, AFSA must be satisfied that an applicant meets the requirements. For example, the applicant must be:

• licenced or otherwise authorised in a jurisdiction acceptable to AFSA;
• regulated to a standard satisfactory to AFSA;
• able to cooperate with AFSA and be subject to the legal and regulatory framework administered by AFSA.

For more information regarding requirements please check Financial Services Framework Regulations 91(3).

Before making a recognition order, AFSA will need to be satisfied that an applicant meets the requirements, for example:

• investor protection is equivalent to that afforded by licensing an AMI;
• the applicant and its home supervisor can cooperate effectively with AFSA, including information exchange.

For more information regarding requirements please check Financial Services Framework Regulations 89(3).

Notifications required by RNAMs and RNAMIs are identified in SCHEDULE 2 and SCHEDULE 3 of the Recognition Rules.

A Recognised Non-AIFC Member, which is not a member of the Authorised Market Institution, shall provide  AFSA with an annual report.

A Recognised Non-AIFC Member, which is a member of the Authorised Market Institution, shall provide the Authorised Market Institution with an annual report.

AFSA has powers to revoke a recognition order if:

1) the RNAM/RNAMI is failing, or has failed, to comply with the Non-AIFC Member Recognition Requirements or any other obligation; or

2) the RNAM/RNAMI has applied for revocation of its status on its own accord.

Under the AIFC Glossary definition, securities include:

(a) Shares;

(b) Debentures;

(c) Warrants;

(d) Certificates;

(e) Structured Products

A Unit of a Listed Fund is, in general terms, a type of security. However, it is not classified as a “Security” for the purposes of the Framework Regulations (as defined in the Glossary) or any other AIFC Financial Services Regulations and Rules to which the Glossary applies.

Rules governing the Offer of Units in a Listed Fund are set out, inter alia, in the AIFC Collective Investment Scheme Rules.

Fund Managers should also refer to the applicable AMI Business Rules.

To report suspected market abuse, please e-mail [email protected].