Further to our update of 26 March 2012, on 5 July the DFSA's new Markets Law came into effect.
There are few substantive changes from the consultation draft released late last year, the most significant details of which were discussed in our earlier update. We discuss below the changes from the original version after comments from the market.
Equal Treatment of Security Holders
A new rule has been added which requires listed issuers to ensure all holders of one class of securities are treated equally in respect of the rights attaching to their securities. This change is not too significant in practical terms as it is generally the case in any event.
The proposed draft rules would have required applicants seeking admission to the Official List to have their financial statements audited in accordance with International Auditing and Assurance Standards Board requirements. This rule has been broadened to also permit the use of other auditing standards acceptable to the DFSA.
New rules on the issue of depositary receipts have been added such that the issuer of depositary receipts may not treat the benefits it receives from the underlying securities as its own assets but must ensure those benefits are held only for the benefit of the depositary receipt holders. In addition the payment received for the depositary receipts must fully meet the payment required for the relevant underlying securities. These rules have generally been followed in the past in any event so the addition merely formalises the position.
Timing for Admission to the Official List and removal from the Official List
A guidance note has been added to the rules to indicate that the DFSA generally anticipates processing applications for admission within two days of receipt of all documentation in the case of equity securities and within one day in the case of securities which are not equity securities.
There has been an addition to the guidance note related to cancellation of a listing which urges issuers to submit applications for removal with sufficient time for the DFSA to consider and action the request.
Additional guidance has been added in respect of tender offers. The top price in the range for tender offers must now be calculated in a certain way and specified, and directors of the issuer and their associates may not participate in any share transaction during the tender offer process. Share repurchases will not generally be required during any period when there is unpublished inside information about the issuer.
Timing for NASDAQ Dubai ADSs
NASDAQ Dubai has yet to publish its final Admission and Disclosure Standards but we would expect to see those in the coming few months. We will update the market again at that point.