Disclosure Guidelines for Public and Private Joint Stock Companies

Transcription

1 1 Guidelines f Public and Private Joint Stock Companies

2 1 Public Joint Stock Companies Immediate disclosure: Subject of SCA Regulation Entity Obligated to Upon occurrence of any essential SCA Board of The company developments that may influence Direct s Decision entity that has its listed securities price, such as: number (3) of 2000 securities listed Disasters. in ADX. Fires. Mergence. and Issuance of new securities. Transparency- Article Halt of any production line. (33) and Article (36) Voluntary liquidation. paragraphs (4), (5) & Litigations filed by against (6). company that might impact its financial position. Details of sale purchase of some substantial assets that cause impact on company s status. Documents concerning amendments made to company s Articles of Association. Any changes in company s administrative structure in level of its board of directs and executive management. Transactions in issuers' securities perfmed outside Market befe ir listing in ADX register. All trading operations made by members of company s board of SCA Board of Direct s Decision number (3) of 2000 The company entity that has its securities listed in ADX. 1 Time of Upon occurrence of essential development (as soon as possible). Upon occurrence of change (as soon as possible). Method of 1. of infmation shall be through Electronic System (E-Service). 2. In case of failure of Electronic System (E-Service), disclosure of infmation shall be through: Sending to lc@adx.ae Sending fax directly to Department at Delivering disclosure iginal hard copy to ADX All transactions perfmed by members of board of directs shall be mentioned in governance rept that must

3 2 directs and executive management. and Transparency- Article (36) paragraphs (2) & (3). Number of shares owned by SCA Board of members of company s board of Direct s Decision directs. number (3) of 2000 and Transparency- Article (36) paragraph (3). Any explanaty infmation related to company s status and activities. All data and statistics requested by SCA ADX. SCA Board of Direct s Decision number (3) of 2000 regulation as to and Transparency- Article (34) and Article (36) paragraph (1) The company entity that has its securities listed in ADX. The company entity that has its securities listed in ADX. Within (15) days from becoming members. By end of each fiscal year. Per request of SCA ADX from company entity (as soon as possible). be submitted annually through Electronic System (E- Service). The number of shares owned by company s members of board of directs and CEO shall be mentioned in governance rept that must be submitted annually through Electronic System (E- Service). 1. of infmation shall be through Electronic System (E- Service). 2. In case of failure of Electronic System (E- Service), disclosure of infmation shall be through: Sending to lc@adx.ae Sending fax directly to Department at

4 3 Delivering disclosure iginal hard copy to ADX In case of any change in essential fact that was previously announced through publication: Anor announcement must be published to reflect actual fact after such change. The announcement must be published in same gazette/s that published previous announcement. SCA Board of Direct s decision number (3) of 2000 and Transparency- Article (34). The company entity that has its securities listed in ADX. Upon occurrence of change (as soon as possible). 1. of infmation shall be through Electronic System (E-Service). 2. In case of failure of Electronic System (E-Service), disclosure of infmation shall be through: Sending to lc@adx.ae Sending fax directly to Department at Delivering disclosure iginal hard copy to ADX 3

5 4 Subject of Sht-fm final accounts (preliminar y financial statements which are unaudited and unreviewe), signed by board of directs person authised to sign on its behalf. Terms of Exemption SCA Regulation The repts shall be prepared in accdance with international accounting standards issued by The International Accounting Standards Board (IASB). The repts must be in Arabic and English languages. The repts must include: Board of directs rept. Accounting audit s rept. Financial position statement. Income statement. Cash flow statement. Statement of changes in shareholders rights. Demonstrations of financial data. Companies that are required to obtain approval of Central Bank authity that controls feign companies shall be exempted from immediate disclosure obligation, provided that y shall be obligated to disclose ir data immediately after obtaining approval. SCA Board of Direct s decision number (3) of 2000 concerning Regulation as to and Transparency- Article (33) and Article (36) paragraph (7- A) Entity Obligated to The company entity that has its securities listed in ADX. Time of Within (45) days after end of fiscal year ( disclosure must be befe after trading hours) Method of 1. of infmation shall be through Electronic System (E-Service). 2. In case of failure of Electronic System (E-Service), disclosure of infmation shall be through: Sending to lc@adx.ae Sending fax directly to Department at Delivering disclosure iginal hard copy to ADX Interim financial repts (quarterly The repts shall be prepared in accdance with international accounting standards Companies that are required to obtain SCA Board of Direct s Decision number (3) of The company entity that has its Within (45) days after expiration 1. of infmation shall be through Electronic 4

6 5 half-yearly) which are reviewed by external audit of company, signed by board of directs person authised to sign on its behalf. issued by The International Accounting Standards Board (IASB). The repts must be in Arabic and English languages. The repts must include: Board of directs rept. Accounting audit s rept. Financial position statement. Income statement. Cash flow statement. Statement of changes in shareholders rights. Demonstrations of financial data. approval of Central Bank authity that controls feign companies shall be exempted from immediate disclosure obligation, provided that y shall be obligated to disclose ir data immediately after obtaining approval concerning Regulation as to and Transparency- Article (33) and Article (36) paragraph (7- B) securities listed ADX. in of specified period ( disclosure must be befe after trading hours) System (E-Service). 2. In case of failure of Electronic System (E-Service), disclosure of infmation shall be through: Sending to lc@adx.ae Sending fax directly to Department at Delivering disclosure iginal hard copy to ADX Annual financial repts which are audited by external audit of company, signed by The repts shall be prepared in accdance with international accounting standards issued by The International Accounting Standards Board (IASB). The repts must be in Arabic and English languages. Companies that are required to obtain approval of Central Bank authity that controls feign SCA Board of Direct s Decision number (3) of 2000 concerning Regulation as to and The company entity that has its securities listed in ADX. Within (90) days after end of fiscal year ( disclosure must be befe after 1. of infmation shall be through Electronic System (E-Service). 2. In case of failure of Electronic System (E-Service), 5

7 6 board of directs person authised to sign on its behalf. The repts must include: Board of directs rept. Accounting audit s rept. Financial position statement. Income statement. Cash flow statement. Statement of changes in shareholders rights. Demonstrations of financial data. companies shall be exempted from immediate disclosure obligation, provided that y shall be obligated to disclose ir data immediately after obtaining approval. Transparency- Article (33) and Article (36) paragraph (7- B) trading hours) disclosure of infmation shall be through: Sending to lc@adx.ae Sending fax directly to Department at Delivering disclosure iginal hard copy to ADX 6

8 7 Public Joint Stock Companies Board of Directs and General Assembly Meetings: Subject of Dates and times of meetings of company s board of directs, in which board will discuss decisions that have impact on stock s price and movement in Market, such as: Cash dividends. Bonus shares. Increase decrease of company s capital. Split stock nominal value. The Company s purchase of its stocks. Suspension of Trading In case of coincidence of meeting convention with trading hours, trading in company s shares will be suspended until notifying ADX of meeting conclusions. SCA Regulation SCA Board of Direct s Decision number (3) of 2000 and Transparency- Article (36) paragraph (11). Entity Obligated to The company entity that has its securities listed in ADX. Time of At least two wking days befe meeting convention date. Method of 1. of infmation shall be through Electronic System (E- Service). 2. In case of failure of Electronic System (E-Service), disclosure of infmation shall be through: Sending to lc@adx.ae Sending fax directly to Department at Delivering disclosure iginal hard copy to ADX 7

9 8 Decisions issued by Board of Directs that have impact on stock s price and movement in Market. General Assembly meetings dates and agenda. In case of coincidence of meeting convention with trading hours, trading in company s shares will be suspended until notifying Market of meeting conclusions. SCA Board of Direct s Decision number (3) of 2000 and Transparency - Article (36) paragraph (11). SCA Board of Direct s Decision number (3) of 2000 and Transparency - Article (36) paragraph (12). The company entity that has its securities listed in ADX. The company entity that has its securities listed in ADX. Immediately after its issuance regardless of wher day following meeting day is wking day official holiday. Befe announcing call f meeting. 1. of infmation shall be through Electronic System (E- Service). 2. In case of failure of Electronic System (E-Service), disclosure of infmation shall be through: Sending to lc@adx.ae Sending fax directly to Department at Delivering disclosure iginal hard copy to ADX 1. of infmation shall be through Electronic System (E- Service). 2. In case of failure of Electronic System (E-Service), disclosure of infmation shall be through: Sending to lc@adx.ae Sending fax directly to Department at Delivering 8

10 9 Decisions issued by General Assembly. In case of coincidence of meeting convention with trading hours, trading in company s shares willt be suspended until notifying Market of meeting conclusions (Market decision). SCA Board of Direct s Decision number (3) of 2000 and Transparency - Article (36) paragraph (12). The company entity that has its securities listed in ADX. Immediately after end of General Assembly meeting. disclosure iginal hard copy to ADX 1. of infmation shall be through Electronic System (E- Service). 2. In case of failure of Electronic System (E-Service), disclosure of infmation shall be through: Sending to lc@adx.ae Sending fax directly to Department at Delivering disclosure iginal hard copy to ADX 9

11 10 Public Joint Stock Companies Exemption from : Exemptions Any data subjects that are still in negotiation phase: If seni management has justifiable bases to think that revealing such data will severely harm its interests. And re will not be any deal with its shares - by members of its board of directs and executives and ir first degree relatives - on basis of this infmation. SCA Regulation SCA Board of Direct s Decision number (3) of 2000 concerning Regulation as to and Transparenc y - Article (35). Entity Obligated to The company entity that has its securities listed in ADX. Time to submit Infmation Data to Market Whenever negotiations reach serious and progressive stage. Required Procedures The obligated entity must provide Market direct with infmation and data toger with: Specify persons acquainted with such infmation. Request from Market direct to maintain confidentiality of such infmation and data until it is not required any furr. The Market direct, in codination with SCA, may: 1. Approve request. Or 2. Obligate entity to announce (disclose) infmation and data Method of Letter from company directed to office of CEO Market direct. 10

12 11 Public Joint Stock Companies of Maj Ownership Percentage and Acquisition: Ownership Percentage Me than 5% of company s listed shares. 1% increase decrease in 5% ownership shown above. SCA Regulation Acquisition Procedures Method of Ownership Transfer SCA Board of 1. Automatic disclosure of any The natural In clearance system, Direct s Decision change in ownership of juridical person ( ownership is number (3) of 2000 natural juridical person. among transferred in following 2. The natural juridical person associated group) manner: who is among associated must codinate Trading and group shall be obligated to with Market operations: Transparency - immediately notify Market of and be obligated to ownership is Articles (1) and (7). any change in ownership disclose any transferred from Decision number percentage of associated clarifications selling party to (31) of 2012 group. requested by buying party 3. In case of failure to comply with Market. through amendment of above item (1), SCA, The acquiring automated system based on its moniting of bank shall be of CSD and ownership percentages, shall obligated to obtain Department on Transparency- notify Market of any change approval of date of trading Articles (1) and (3). in ownership percentage of Central Bank settlement based associated group. befe on related 4. The Market must continuously execution of any procedures and monit ownership percentage deal that leads to rules. of associated group and acquisition of Operations of disclose any change in this 5% of shares transferring ownership after codinating with of a company ownership outside SCA. listed in trading session: The Market shall immediately Market. ownership is disclose th3e following through transferred from electronic website: (change transfer to in ownership percentage- recipient party 11

13 12 Above 10% of listed stocks of parent company its affiliated, sister allied company. 1% increase decrease in 10% ownership shown above. SCA Board of Direct s Decision number (3) of 2000 and Transparency - Articles (1) and (7). Decision number (31) of 2012 amendment of and Transparency- Articles (1) and (3). SCA approval of purchase acquisition- Purchase announcement intention- The acquisition offer from acquiring company- Method and procedures of purchase, acquisition ownership transfer- Any or disclosures requested by SCA Market from acquiring acquired company). 1. Automatic disclosure of any change in ownership of natural juridical person. 2. The natural juridical person who is among associated group shall be obligated to immediately notify Market of any change in ownership percentage of associated group. 3. In case of failure to comply with above item (1), SCA, based on its moniting of ownership percentages, shall notify Market of any change in ownership percentage of associated group. 4. The Market must continuously monit ownership percentage of associated group and disclose any change in this ownership after codinating with SCA. The natural juridical person ( among associated group) must codinate with Market and be obligated to disclose any clarifications requested by Market. The acquiring bank shall be obligated to obtain approval of Central Bank befe execution of any deal that leads to acquisition of 5% and above of stocks of a company listed in through automated system of Clearance Department on date of transfer execution based on related procedures and rules. In clearance system, ownership is transferred in following manner: Trading operations: ownership is transferred from selling party to buying party through automated system of CSD Department on date of trading settlement based on related procedures and rules. Operations of transferring ownership outside trading session: 12

14 13 Above 30% of company s listed stocks. Decision number (31) of 2012 concerning amendment of Regulation as to and Transparency- Articles (1) and (6). The Market shall immediately disclose th3e following through electronic website: (change in ownership percentage- SCA approval of purchase acquisition- Purchase announcement intention- The acquisition offer from acquiring company- Method and procedures of purchase, acquisition ownership transfer- Any or disclosures requested by SCA Market from acquiring acquired company). 1. Automatic disclosure of any change in ownership of natural juridical person. 2. The natural juridical person who is among associated group shall be obligated to immediately notify Market of any change in ownership percentage of associated group. 3. In case of failure to comply with above item (1), SCA, based on its moniting of ownership percentages, shall notify Market of any change in ownership percentage of associated group. 4. The Market must continuously monit ownership percentage Market. ownership is transferred from transfer to recipient party through automated system of Clearance Department on date of transfer execution based on related procedures and rules. The natural juridical person ( among associated group) shall be obligated to notify SCA befe submission of purchase der to be executed inside chamber. The SCA, after consulting with Market, may disapprove such operation if it sees it as against interest of Market In clearance system, ownership is transferred in following manner: Trading operations: ownership is transferred from selling party to buying party through automated system of CSD Department on date of trading settlement based on related procedures and rules. 13

15 14 of associated group and disclose any change in this ownership after codinating with SCA. The Market shall immediately disclose th3e following through electronic website: (change in ownership percentage- SCA approval of purchase acquisition- Purchase announcement intention- The acquisition offer from acquiring company- Method and procedures of purchase, acquisition ownership transfer- Any or disclosures requested by SCA Market from acquiring acquired company). national economy. The acquiring bank shall be obligated to obtain approval of Central Bank befe execution of any deal that leads to acquisition of 5% and above of stocks of a company listed in Market. The insurance company, wher acquiring acquired, shall be obligated to obtain No Objection statement from Insurance Authity. Operations of transferring ownership outside trading session: ownership is transferred from transfer to recipient party through automated system of Clearance Department on date of transfer execution based on related procedures and rules. 14

16 15 Private Joint Stock Companies Immediate : Subject of SCA Regulation Entity Obligated to Any substantial The SCA board of Private joint stock infmation that may directs decision company influence price and number (10) of 2014 movement of listed stocks, whenever y become available. Listing and Trading of The company s board of Shares of Private Joint directs decision Stock Companiesregarding Article (9) paragraph (1). distribution of profits among shareholders, announcement of profits losses, any decisions that may influence price and movement of stock in Market. Details of sale and purchase of some big assets that may have impact on company s status. Any changes in company s board of directs higher executive management. Amendments made in 15 Time of Immediately after company acknowledges substantial infmation (as soon as possible). Method of 1. of infmation shall be through Electronic System (E-Service). 2. In case of failure of Electronic System (E-Service), disclosure of infmation shall be through: Sending to lc@adx.ae Sending fax directly to Department at Delivering disclosure iginal hard copy to ADX

17 16 company s memandum articles of association. Dates and agenda of General Assembly meetings, and that is befe announcing invitation f meeting convention. The company is obligated to provide SCA and Market with decisions issued by General Assembly immediately after end of its meeting. Any disclosures, data repts requested by SCA Market. Any explanaty infmation related to company s status and activities in der to guarantee integrity of transaction and confidence of invests. The SCA board of directs decision number (10) of 2014 Listing and Trading of Shares of Private Joint Stock Companies- Article (9) paragraphs (1) & (2). Private joint stock company Whenever SCA ADX requests such infmation from company (as soon as possible). 1. of infmation shall be through Electronic System (E-Service). 2. In case of failure of Electronic System (E-Service), disclosure of infmation shall be through: Sending to lc@adx.ae Sending fax directly to Department at Delivering disclosure iginal hard copy to ADX 16

18 17 Private Joint Stock Companies Periodic : Subject of SCA Regulation Entity Obligated to Semiannual financial repts reviewed by company s external accounting audit and signed by board of directs its authized signaty. Annual financial repts audited by company s external accounting audit and signed by board of directs its authized signaty. The SCA board of directs decision number (10) of 2014 concerning Listing and Trading of Shares of Private Joint Stock Companies - Article (9) paragraph (3-A). The SCA board of directs decision number (10) of 2014 concerning Listing and Trading of Shares of Private Joint Stock Companies - Article (9) paragraph (3-B). Private joint stock company. Private joint stock company. Time of Within (45) days after end of financial period. Within (90) days after end of fiscal year Method of 1. of infmation shall be through Electronic System (E- Service). 2. In case of failure of Electronic System (E-Service), disclosure of infmation shall be through: Sending to lc@adx.ae Sending fax directly to Department at Delivering disclosure iginal hard copy to ADX 1. of infmation shall be through Electronic System (E- Service). 2. In case of failure of Electronic System (E-Service), disclosure of infmation shall be through: Sending to lc@adx.ae Sending fax directly to Department at Delivering disclosure iginal hard copy to ADX 17