guide to listing funds

8/12/2019 Guide to Listing Funds

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A F A S T T R A C K G U I D E T O

Listing Funds on NASDAQ Dubai


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NASDAQ Dubai

Value Proposition ..................................................................................................................3

Legal and Regulatory Platform ..................................................................................4

Electronic Platform ..............................................................................................................5

Members and Brokers .......................................................................................................6

Accessibility and rading ................................................................................................8

Clearing Role..............................................................................................................................9

Central Securities Depository.....................................................................................10

Information Access ..............................................................................................................11

Fund

What is a Fund .........................................................................................................................12

ype of Funds & Offerings ............................................................................................13

Eligibility Criteria.....................................................................................................................14

Pre-listing Decisions ............................................................................................................15

Listing Process ..........................................................................................................................16Listing Fees ..................................................................................................................................17

Checklists ......................................................................................................................................18

Disclaimer.....................................................................................................................................26

Contents


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NASDAQ Dubai Value Proposition

NASDAQ Dubai is the regions international exchange. NASDAQ Dubai operates according to

the highest of international regulatory standards, and provides a first-class listing and trading

environment.

NASDAQ Dubai is a unique platform that acts as an interface between the region and the world,

providing much needed transparency and accountability, alongside 0% taxation rate on profits,

full repatriation of profits, and no limit on foreign ownership.

NASDAQ Dubai is your venue of choice, if you want to be part of the future.


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Legal and Regulatory Platform

DIFC

Independent law based on English Common law Onshore capital market highest international

standards

Financial free zone

Advantageous tax environment

Regulated by Dubai Financial Services Authority

(DFSA)

Over 800 members registered*

DFSA

Integrated regulator of all financial servicesconducted in the DIFC

World-class standards based on international best

practice and expertise

Independent body whose autonomy is

guaranteed by law

Cooperative relationship with several regulatory

authorities such as the UK, Switzerland, Germany

and Te Netherlands

NASDAQ Dubai is situated in the Dubai International Financial Centre (DIFC) and regulated by Dubai Financial Services Authority (DFSA)

*As per 28/10/2009


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Electronic Platform

rading

Globally recognised electronic trading systemOMX X-Stream Te platform supports equities, debt securities,Sukuk, structured products and derivatives Liquidity is provided through appointed marketmakers rading and settlement in USD and AED fromSunday through Tursday 10:00-17:00 (Dubai time)

Settlement

NASDAQ Dubai operates a central counterparty clearingsystem using software supplied by CS B@ncs

Settlement period of +3

Standard Chartered Bank is NASDAQ Dubais clearing

bank

NASDAQ Dubai is linked to Euroclear and Clearstream

providing international investors with an easy way of

transfering securities


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Members and Brokers

DMA

As per 27/10/2009. DMA = Local/Regional Broker connected through Direct Market Access

DMA

DMA

DMA

DMA


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Members and Brokers

As per 10/10/2009. DMA = Local/Regional Broker connected through Direct Market Access

DMA

DMA

DMA

DMA

DMA

DMA


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Accessibility and Trading

EC/CS credit clients accountsand provide confirmation andstatement of holding to client

ransfer of shares to EC/CS foronward delivery to client/clientscustodian

Instructions to transfer shares toEC/CS agent @ Nasdaq Dubaias per client instructions

via EC/CS * rades onNASDAQ Dubai

Delivery of shares +3

InternationalFund / Investor

NASDAQ DubaiMember

NASDAQ DubaiMember

EC/CS Agent(NASDAQ Dubai

Member)

Euroclear and Clearstream are connected to the NASDAQ Dubai market allowing for their international clients to easily trade

on NASDAQ Dubai.

* Euroclear & Clearstream


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Clearing Role

NASDAQ Dubai offers in-house clearing and acts as a Central Counterparty (CCP). In its role as in CCP, NASDAQ Dubai acts as an interme-

diatery between market participants. NASDAQ Dubai is effectively the buyer to every seller and the seller to every buyer. Tis reduces

the amount of counterparty risk that market participants are exposed to.

Clear


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Central Securities Depository (CSD)

All Fund securities listed on NASDAQ Dubai that have a primary listing on NASDAQ Dubai are lodged on

NASDAQ Dubai CSD. Secondary listings are also available on the NASDAQ Dubai CSD.

Te NASDAQ Dubai CSD provides services to NASDAQ Dubai Clearing Members and Custodians.

Services currently provided are:

Custody of securities

On exchange settlement for NASDAQ Dubai CCP and Off Exchange (Over the Counter: OC) settlement services

Internal and Cross border (Inter-market) transfers

Corporate Action Processing (including processing for IPOs)

Settlement, custody and asset servicing of structured products


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Information Access

Connectivity to the market

As a Member you can connect to the NASDAQ Dubai trading platform through one of the following ways:

rader Work Station (OMX X-stream)

Approved individual software vendors

In-house ability to develop to FIX or API

Trough trading platform

System environment well known by investor community

All relevant market data available:

Eg: ickers, Price, rades, Volume, Order book, Etc.

Trough external market data

NASDAQ Dubai feeds market data directly to Bloomberg, Tompson Reuters as well as local and regional market data vendors

Market data also available on NASDAQ Dubai website and DFM trading floor

Many local brokers provide market data through online services


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Types of Funds & Offerings

Te crucial decision the Issuer must make in relation to a Fund from a regulatory perspective is where the Fund intends to establish itself and where the

Fund intends to offer its securities for sale.

CIR CIL COB NDLR

Domestic Fund Offering within the DIFC a a a

Domestic Fund Offering outside the DIFC a a a

Foreign Fund* Offering within the DIFC** a a a

Foreign Fund* Offering outside the DIFC a

Where the CIL and CIR are applicable. Please refer to the DIFC legislation and the DFSA Rule Book for further information.

CIR = Collective Investment Rules***

CIL = Collective Investment Law***

COB = Conduct of Business***

NDLR = NASDAQ Dubai Listing Rules***

* Foreign Funds are not permitted under the Offered Securities Rules to list a fund by way of Private Placement, for further reference see the OSRs.

** An offering of Units in or from the DIFC can only be done by an Authorised DIFC firm.

*** Rules are subject to change, for the latest updates of the above please go to ww w.dfsa.ae and www.nasdaqdubai.com.


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Eligibility Criteria

NASDAQ Dubai invites and welcomes issuers from all over the world and from all sectors.

Below are some of the key criteria for listing Fund on NASDAQ Dubai:

Suitability:NASDAQ Dubai must be of the view that both the Issuer and its business is suitable for listing

Expertise and Experience:Te Directors of the Fund and/or the investment manager must have, in the opinion of NASDAQ Dubai,

adequate experience and expertise in the management of investment funds

Custodian:Te Fund must appoint an independent custodian acceptable to NASDAQ Dubai, to safeguard its assets

Auditor:Te Fund must appoint an independent auditor to carry out the audit on its financial statements

NAV: Te net asset value of the Funds Securities must be calculated at least quarterly

A more detailed list of eligibility criteria can be found in Checklist 1


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1. A potential Issuer/Advisor is encouraged to approach the NASDAQ Dubai Business Development team at its earliest convenience. Te

team will initially discuss the relevant listing requirements and also provide support throughout the entire listing process.

2. Issuer must appoint a listing sponsor (see checklist 4).

Guidance: A listing sponsor is not required for Restricted Securities or a secondary listing. However, NASDAQ Dubai reserves the right

to request the Issuer to appoint a sponsor in other cases.

3. Issuer must first establish whether it will be applying for a primary or secondary listing on NASDAQ Dubai. For Secondary listings the

Fund must be listed on an exchange recognised by NASDAQ Dubai. Normally NASDAQ Dubai will recognise an exchange which is aMember or Affiliate Member of the World Federation of Exchanges.

4. Issuer should decide whether the security will be a Restricted Securities offer or not.

5. Issuer should submit an indicative timetable.

Pre-listing Decisions

Primary Listing

Listing sponsor required No listing sponsor required

Prospectus requiredNo prospectus required unless the

Applicant is raising capital as a part

of the listing on NASDAQ Dubai

Secondary Listing

Type of Listing

Restricted Listing

No listing sponsor required

No financial statements required at

the time of listing


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Listing Process

Te listing process is usually intense in the submission phase (draft submission > final submission). Advisors, lawyers and lead managers

of the issuer are urged to coordinate the process, along with the Business Development team at NASDAQ Dubai, to ensure a smooth and

efficient application.

In Principle ApprovalLA issues the In PrincipleApproval, if a No Objectionfrom the DFSA has beenissued. Conditions apply foradmission for admission toOfficial List of Securities atNASDAQ Dubai

1 5 6 7 8

Draft SubmissionAll required documents(see Checklist 2) submittedto NASDAQ Dubai ListingAuthority (LA)Applicantpays application fee

Te LA requires 7 wo rking days foreach draft review

Final SubmissionLA recieves completedocumentation.Applicant pays theminimum requiredlisting fee

IPOApplicant Roadshow

Listing **

Listing CommitteeReviews and approvesor declines the listing

Final ApprovalApplicant fulfillsconditions set outin the In PrincipleApproval, applicantpays the remaininglisting fees

12 working days *

MarketAnnouncement48 hours before thelisting of the securitythe market is informed

* Commences on Listing Authoritys consent.

** Continuing Listing Obligations for the Issuer under the DFSA Offered S ecurities Rules (OSR) and NASDAQ Dubai Listing Rules.

3 4

DFSAWill or will not issue aNo Objection

2 9


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Listing Fees

Application Fee (USD) Initial Annual

Primary 5,000 USD 5,000 per fund capped at

USD 30,000 per dayUSD 5,000 - USD 50,000

Secondary 2,500

Annual Listing fees for Close ended funds / EFs / ECs are variable and will be calculated based on the otal Securities Listed (SL)

Total Securities Listed (TSL) Annual Listing Fee (USD)

Up to 100 million securities 5,000

100 million & up to 500 million securties 10,00

500 million & up to 1000 million securities 20,0001000 million securities 50,000

For the purpose of determining the total number of fund securities listed, fund sponsors may aggregate securities listed for all funds within the same

fund family.


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Checklist - 1

What eligibility rules must be complied with?*

(contd...)

* For further reference please review NASDAQ Dubai Listing Rules.

** NASDAQ Dubai would have to be satisfied that they have a track record of at least three years or more in managing investments of the type in which the Fund currently invests in or purposes to invest and such investments must be of a similar aggregate dollar

amount.

Rules applicable to the Issuer

Statements: Except for secondary listings, the Listing Document (LD) must contain a statement in bold, on page 1:

"NASDAQ Dubai takes no responsibility for the contents of this document, makes no representations as to its accuracy or completeness and expressly disclaims any liability

whatsoever for any loss howsoever arising from or in reliance upon any part of the contents of this document"

Undertakings: Te Issuer must enter into undertakings as required by NASDAQ Dubai

Suitability:NASDAQ Dubai must be of the view that both the Issuer and its business is suitable for listing

Experience: Te Directors of the Issuer, the investment manager or the Operator, must have the, in the opinion of NASDAQ Dubai, appropriate experience and expertise

in the management of investment funds**

Custodian:Te Fund must appoint a custodian acceptable to NASDAQ Dubai, to safeguard its assets . Te custodian must be a separate legal entity from the Fund, itsdirectors, the investment manager, investment adviser and the Funds administrator, but may be an associate of any of them

Audit:Te Fund must appoint an independent auditor to carry out the audit of its financial statements

NAV:Te net asset value of the Funds Securities must be calculated at least quarterly. Te method of valuation of the assets must be fully disclosed in the offering docu-

ments and should be in accordance with the applicable accounting standards for the fund


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Checklist - 1 (contd...)

* For further reference, please review NASDAQ Dubai Listing Rules.

What eligibility rules must be complied with?*

Rules applicable to the Security

1. Clearing and settlement arrangements. Ensure that the Securities are eligible for admission to NASDAQ Dubais CSD for settlement and clearing

2. Restrictions on transferability

3. Whole class of Securities are listed

4. All Securities within a class carry the same rights

5. Securities holders have the rights to secure methods of recording and registering changes in ownership

6. Holders of Securities must have specified rights to share in the profits of the Issuer

7. Holders of Securities with voting rights must be able to vote in person or by proxy at meetings of security holders, and equal effect must be given to votes whether cast

in person or by proxy


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Checklist - 2

* Please note this is a basic list of documents required. Further documents may be requested in future. For further reference see NASDAQ Dubai Listing Rules and the DFSA OSRs.

What documents are required for a Fund listing?*

(contd...)

1. Application form

2. 2 copies of Listing Documents (for an offer in the DIFC, an exempt offer statement complying with the DFSA Offered Securities Rules (OSRs). For an offer outside the

DIFC, a document equivalent to a prospectus. For a secondary listing, original offer document, latest audited accounts and all public disclosures since those accounts.)See Checklist 3 for disclosure requirements

3. Certificate of incorporation

4. Constitutional documents (including any amendments)

5. Shareholders resolution, if such is legally required, at general meeting authorising issue of securities

6. Board resolution authorising issue of securities and application to NASDAQ Dubai

7. Directors declarations and undertakings

8. Sponsor appointment letter from Issuer

9. Appointment of Ongoing Sponsor as per Listing Rules

10. A letter to the DFSA on the appointment of 2 point of contacts together with their profile

Note: Te 2 point of contacts are the same persons identified in a letter stated under item 10

11. Offer timetable

12. Copy of the Custodian Agreement


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* Please note this is a basic list of documents required. Further documents may be requested in future. For further reference please review NASDAQ Dubai Listing Rules and the DFSA Offered Securities Rules (OSR).

CAP (Company Announcements Platform) office

13. NASDAQ Dubai CANDI Issuer Agreement

14. NASDAQ Dubai CAP Issuer Agreement

15. NASDAQ Dubai CAP/CANDI Submitters Guide

16. ISIN Code: Please confirm whether NASDAQ Dubai or other party will obtain the ISINNote: NASDAQ Dubai will apply for the ISIN Code if the Issuer is incorporated in the DIFC

(contd...)


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CSD (Central Securities Depository) if NASDAQ Dubai Registry is used

17. Signed Registry Agreement

18. List of Authorised signatories (for persons authorised to instruct NASDAQ Dubai in its role as the Registrar)

19. Board resolution or a letter from an Authorised Person approving the transfer of the Register of shareholders to NASDAQ Dubai20. List of existing shareholders along with their details

21. List of shareholders and details of their percentage shareholding when moved to NASDAQ Dubai Register

22. Lock-in details or transfer restrictions on the securities

23. Notification of any changes in shareholding

CSD (Central Securities Depository) if a Foreign Registry is used

24. Letter stating appointment of Foreign Registrar as the Registrar and holding the Register of Legal itle25. Prior to Listing, evidence of holding of NASDAQ Dubai Guardian Ltd on the Register of Legal itle (Copy of the Register/Certificate to that effect)



* Please note this is a basic list of documents required. Further documents may be requested in future. For further reference please review NASDAQ Dubai Listing Rules and the DFSA Offered Securities Rules (OSR).

(contd...)


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rading

26. Any short name preference by the Company for appearance on ticker

27. Suggested rading Symbol

28. Reference price / Issue price (where not dual listed)



* Please note this is a basic list of documents required. Further documents may be requested in future. For further reference please review NA SDAQ Dubai Listing Rules and the DFSA Offered Securities Rules (OSR).


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Checklist - 3

What are the disclosure requirements for the prospectus?

If the Fund is subject to the Collective Investment Rules (CIR), the disclosure requirements for the prospectus

which must be met are stated in the CIR.

In any event, NASDAQ Dubai Listing Authority would use the disclosure requirements for a prospectus under theCIR as the benchmark for what should be contained in an Applicants prospectus utilised for listing on NASDAQ Dubai.


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1. Execute Undertaking Letter on the companys letterhead. Te pro forma Undertaking Letter can be requested from the Business Development team.

2. A detail biography of the point of contact indicated in the undertaking Letter

3. Copy of the relevant licenses

4. Pitch Book - detailing the deals of which the company has worked on as well as biography of each team members5. Evidence that the company is an approved listing sponsor elsewhere (if available)

Checklist - 4

What is required in order to become an approved listing sponsor?

A listing sponsor is responsible to guide the Issuer in the listing process and explain to the Issuer on the continuing obligations expected once the Issuer

is listed. Te listing sponsor must be an approved listing sponsor by NASDAQ Dubai.

When considering to approve a listing sponsor, NASDAQ Dubai will look to see whether the listing sponsor has sufficient experience in issuing securities

(a listing sponsor is not required for a listing of a Restricted Security).

Te following documents should be submitted to NASDAQ Dubai:


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Disclaimer

INFORMAION, LIABILIY & ADVICE

All rights in this document are reserved. All text, designs, graphics and images comprising this document and all intellectual property therein are the exclusive property of

NASDAQ Dubai (the Exchange).

All trademarks herein, including without limitation NASDAQ Dubai are the exclusive property of the Exchange.

No part of this document may be reproduced, used to create a derivative work from, imitated or licensed in any form by any means.

All information contained in this document (Information) is for general information only and does not constitute legal, financial or any other type of advice and should notbe relied on for this purpose, including without limitation, using it as a basis for making financial decisions. Nothing herein constitutes an offer to sell or a solicitation of an

offer to purchase any financial instrument or to invest in the shares of the Exchange. You are entirely responsible for all consequences arising from your access to the Informa-

tion, including any investment decisions you make.

Te Exchange does not make any warranties, express or implied, regarding the document and Information, including without limitation, warranties as to the accuracy, com-

pleteness, authenticity, usefulness, merchantability or fitness for any particular purpose or non-infringement or warranties arising from usage, custom, trade or by operation of

law and the Exchange shall not be liable therefor. Te Exchange shall not be liable for any damages, losses or expenses as a result of or in connection with your use of, reliance

on or otherwise in connection with this document and Information howsoever arising, whether in contract, tort or otherwise (including but not limited to liability for any

negligent act or omissions).

Te content herein is subject to change at the sole discretion of the Exchange at any time without notice.

Please note that the provision of investment services may be restricted in certain jurisdictions. You are required to acquaint yourself with any local laws and restrictions on

the usage of this document and the availability of any services described therein. Te Information in this document is not intended for distribution to or use by any person or

entity in any jurisdiction or country where such distribution would be contrary to local law or regulation.

NASDAQ Dubai rules referred to in this brochure are subject to change. For the latest updates please visit www.NASDAQDubai.com, www.dfsa.ae and www.difc.ae


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