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Frequently Asked Questions (FAQ)

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AFSA provides Reporting Entities with a transparent and internationally aligned regulatory framework, designed to build investor confidence and support the growth of capital markets in the AIFC.

The Capital Markets Division regulates the issuance and listing of Securities and Units in the AIFC.

  • A Security may be a share, debenture, warrant, certificate, or structured product.
  • A Unit represents the rights or interests of a Unitholder in a Fund.

Entities intending to list must offer their Securities or Units through an Authorized Investment Exchange (AIX).

Potential issuers seeking to offer Securities and list on AIX are required to comply with the disclosure and governance standards set out in the AIFC Market Rules (MAR) and AIX Business Rules.

Rules relating to the Offer of Units in a Listed Fund are set out, among others, in the AIFC Collective Investment Scheme Rules (CIS) and MAR 7.

CMD regulates the issuance and listing of securities and fund units, such as shares, debentures, warrants, structured products, and collective investment scheme units. Issuers must list their instruments through an Authorised Investment Exchange (AIX).

Key Requirements for Issuers:

  1. Prospectus: All public offers of Securities require a prospectus approved by an Authorised Investment Exchange. The prospectus must provide full, accurate, and non-misleading disclosure, including details on the issuer’s principal activities, financial information, risk factors, and the use of proceeds.An Authorised Investment Exchange may admit Securities to trading, and permit the offer of Securities in the AIFC, without a Prospectus, if such Securities satisfy one or more of the conditions specified in Exempt Securities of MAR.For private offerings:
    Potential issuers seeking to offer Securities by way of placement – where the Securities are not admitted or not intended to be admitted to the Official List of an Authorised Investment Exchange – must prepare a prospectus that complies with all requirements of MAR 1 and is approved by AFSA.For Funds seeking to list Units through an authorized exchange, CIS 5 outlines the main requirements for offering materials. AIX Business Rules also apply to Listed Funds, including the constitution, offering materials, governance, disclosure and other applicable provisions of Listed Funds.
  2. Corporate Governance: Reporting Entities are expected to adopt internationally recognised governance frameworks, including independent board oversight and transparent shareholder rights unless exempted (MAR 2).Issuers are required to submit annual reporting on compliance demonstrating alignment with best practice standards specified in MAR Schedule 3.
  3. Ongoing Obligations: Issuers must comply with ongoing disclosure obligations, including annual and semi-annual reports, financial statements, material event reporting, and insider dealing restrictions. All disclosures must be submitted via the Regulatory Announcement Service (RAS) of the AIX in a timely manner (MAR 3 – 4).All reports must be prepared in accordance with the applicable international financial reporting system (IFRS ) standards.a) Periodic Financial Reporting
  • Issuers of Equity and Debt Securities (except for Listed Funds and Exempt Securities) must submit:
    • Annual Report signed by at least two Directors of the Reporting Entity within 150 days from the end of the financial period.
    • Semi-annual reports for the first six months of each financial year within 75 days from the end of the reporting period..
  • Issuers of Exempt Securities and Listed Funds must submit:
    • Audited Annual Financial Statements within 150 days from the end of the financial period.
    • Interim financial statements or management account statements for the first six months of the financial year within 75 days from the end of the reporting period.

b) Material Event Disclosures

Reporting Entity is required to immediately disclose any information that may significantly affect the price of its Securities, including:

    • Major business changes
    • Mergers and acquisitions
    • Capital restructurings
    • Defaults or litigation
    • Changes in directors or senior management

For more guidance, please refer to: