36) Pursuant to section 50 of FSMR,8 the FSRA is required to maintain the Official List of Securities, and may admit to the Official List such Securities as it considers appropriate. For this purpose, Chapter 2 of MKT sets out the Listing Rules applicable to Listed Entities and to each Issuer seeking admission of its Securities to the Official List of Securities. It is important to note that pursuant to section 50 of FSMR, only the FSRA can maintain an Official List of Securities, and neither RIEs nor any other entity within ADGM are able to maintain their own 'Official List of Securities'.
37) Due to the infancy of Digital Securities markets globally, and the generally incomplete integration of Digital Securities primary and secondary markets, the FSRA expects that Offers of Digital Securities being made in or from ADGM should also be linked to having such Issuers seek admission of their Securities to trading on a RIE or MTF operating within ADGM as well (see paragraphs 42 and 46–47 relating to admission to trading on RIEs and MTFs respectively). As set out initially in paragraph 2 of this Guidance, the considerations of both a primary market and secondary market context are expected to be fully considered by an Issuer. This should include considerations of where an Issuer should make an Offer (and what type of Offer), as well as which markets within ADGM would adequately meet its particular secondary market requirements (size, investor type, transparency, depth and liquidity).
38) In relation to 'Primary Listings', due to concerns around different regulatory frameworks, regulatory appetite, and consistency of regulatory oversight/supervision globally, the FSRA does not, at this point in time, envisage allowing listings of Digital Securities within ADGM (on a secondary listing basis) where the primary listing remains outside of the ADGM, and in a jurisdiction that is not yet appropriately understood or deemed suitable by FSRA. Following the publication of this Guidance, the FSRA will continue to engage with its regulatory peers as needed, such that it can work towards identification of potential suitable jurisdictions for the purposes of both cross-border Offers and listings. Issuers intending to make cross-border Offers and listings (within or from ADGM markets) are therefore expected to engage with the FSRA at a very early stage when considering doing so.
39) As set out earlier in paragraph 5, it is the FSRA's general expectation that its Regulations (FSMR) and Rules be read as written, including in relation to the Listing Rules (Chapter 2 of MKT). In relation to specific Listing Rules:
a) an Issuer seeking to issue Digital Securities should note that the listing principles set out in MKT Rule 2.2 apply in full;
b) for the avoidance of doubt, the requirement for a working capital statement per MKT Rule 2.3.3 applies, along with the other general eligibility requirements of MKT Rule 2.3;
c) pursuant to Chapter 5 of MKT, the FSRA has discretion to require the appointment by an Issuer of a Sponsor, compliance adviser or other expert adviser. Due to the complexities involved and the relative infancy of Digital Securities, the FSRA will generally expect an Issuer of Digital Securities to appoint a Sponsor as required by MKT Rule 5.1.2; and
d) for Digital Securities in the form of Units of a Fund, Chapter 3 (instead of Chapter 2) of MKT contains the relevant Listing Rules.
8 Included within Part 6 of FSMR (Official Listing and Offers).