Market Closed Date 26/05/2017
Listing Securities Directives

 

Directives for Listing Securities on the Amman Stock Exchange for the Year 2016

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Issued by virtue of the provisions of Article (72) of the Securities Law No. 76 of 2002 and the provisions of Article (24.B.1) of the Internal Bylaw of the Amman Stock Exchange of 2004 as adopted by the decision of the Board of Commissioners of the Jordan Securities Commission No. 103/2016 dated 12/4/2016

 

Article 1.  These Directives shall be called "Directives for Listing Securities on the Amman Stock Exchange for the year 2016" and they shall come into force as of 4/8/2016 (1)

 

Article 2.    The following words and expressions shall have the meanings assigned thereto below, unless the context indicates otherwise:

JSC:

 

The Jordan Securities Commission.

ASE:

SDC:

The Amman Stock Exchange.

The Securities Depository Center

Board of Directors:

 

The Board of Directors of the ASE.

CEO:

 

The Chief Executive Officer of the ASE.

Listing:

Registering a security on the ASE records so that it becomes tradable thereon. 

 

Secondary Market:

The market through which issued securities are traded in according to the provisions of the laws, regulations and directives in force.

 

First Market:

That part of the Secondary Market through which trading takes place in shares of the listed companies according to special listing requirements of this market as stipulated in these Directives.

 

Second Market:

That part of the Secondary Market through which trading takes place in shares of the listed companies according to special listing requirements of this market as stipulated in these Directives.

 

Third Market:

That part of the Secondary Market through which trading takes place in shares of the listed companies that doesn't fulfill the listing conditions of  First and Second Markets

 

Bonds Market:

That part of the Secondary Market through which trading takes place in bonds that are listed on the ASE and issued by companies, as well as the securities listed on the  ASE issued by the government or  official public institutions or public institutions or  municipalities

 

Funds Market:

That part of the Secondary Market through which trading takes place in the investment funds' shares or investment units that are listed on the ASE.

 

Subscription Rights Market:

 

The OTC Market:

That part of the Secondary Market through which trading takes place in the Subscription Rights that are listed on the ASE.

The Over-The-Counter Market; that part of the Secondary market through which trading in unlisted securities and subscription rights issued, there under, takes place  in accordance with the Regulating Directives for Trading in Unlisted Securities at the ASE.

Company:

A public shareholding company.

 

Relatives:

Husband, Wife and under-age children.

 

Mother Company:

The company that financially and administratively controls another company or companies through owning more than half of its/their capital and/or through having control over the composition of its/their board of directors, and this includes the holding company.

 

Subsidiary:

The company that is subjected to the control of a Mother Company.

 

Affiliate Company:

A company that controls another company, or that is controlled by the other company, or that, together with that company, are controlled by another company.

 

Sister Company:

A company shall be deemed as a sister of another company when both these companies are owned by or subsidiaries of a Mother Company.

 

Free Float:

The number of the company shares that are available for trading. For the purposes  of these Directives, the following shares shall  be deemed unavailable for trading:

 1.  Shares owned by the members of the Company's board of directors and their relatives.

2.  Shares owned by the Mother, Subsidiary or Affiliate Company.

3.  Shares owned by shareholders who own (5%) or more of the company's capital.

4.  Shares owned by governments and public institutions.

5.  Shares owned by the same company (treasury shares). 

Investment Fund:  

A joint closed-end investment fund.

 

Issuer:

A legal person that issues or announces its wish to issue securities.

 

Public issuer:                The Issuer who has filled to the JSC a prospectus that has become effective with it.

 

Article 3

A- Every company established in the kingdom, and every public issuer thereto is required to apply for listing its outstanding securities on the ASE, except companies that have ongoing procedures of capital decrease, merger or capital restructure. These have to apply for listing of their securities on the ASE after completing such procedures with all related institutions.

B- The issuer shall submit the listing application of the entire subscribed securities along with all the required documents according to the form prepared for this purpose.

 C- Notwithstanding in paragraph (A) of the Article (5) in these Directives The Board of Directors shall be entitled to list the shares of public shareholding companies resulting from privatization and public shareholding companies resulting from the conversion  of limited liability companies, or limited partnerships in shares or private shareholding companies as well as non-Jordanian public shareholding companies on the First Market even if they do not fulfill the conditions and requirements of listing on the said Market, provided that the ASE shall be provided with the statements and information it requires ,and the provisions of Articles  (7) and (9) of these Directives shall apply to the mentioned companies after they have been listed for one full fiscal year at the ASE.  

D-The ASE has the right to reject the listing application of any security if the ASE has any acceptable reasons with mentioning them in the reject decision the issuer may object to the board of directors within two weeks of receiving the ASE's decision, the board of directors should issue a decision regarding the objection within one month of receiving the objection, and the board's decision deems conclusive.

 

Article 4

A- The shares of companies that get the approval of the ASE for listing shall be listed on the Second market, the company that applies for listing its shares on the ASE shall provide the ASE with the following statements and information on both hard and soft copies:

 1.  A report issued by the company's board of directors that includes the following:

a.  A brief profile of the company's establishment, its major practiced objectives and its relationship with other companies, be it's Mother, subsidiary, sister or affiliate companies (if any).

b. A description of the securities issued by the company and those that the company wishes to list.

c. The company's board of directors' evaluation supported with figures of the company's performance, the stage it arrived at, the achievements it realized and a comparison of the same with the set plan.

d. The significant events occurred to or affected the company from the date of its establishment till the date of submission of the listing application.

e. The company's future plan for the next three years.

f. Names of the persons who own (5%) or more of the company's shares.

g. Names of the members of the company's board of directors, and names and positions of the top executive personal, and the securities owned by any of them or their relatives, and the membership of any of them in the boards of directors of other companies.

2.  The company's articles of association, memorandum of association, and prospectus (if any).

3.  The company's annual report for the last fiscal year, which includes the company's board of directors' report, the company's financial statements and the company auditors' report.

4.  The interim financial statements reviewed by the company's auditor, which covers the period from the end of the fiscal year preceding the date of submission of the listing application till the end of the last quarter preceding the date of the listing application (if any).

5. A report indicating the free float shares in the company and the details of their calculations, as it is at the end of its fiscal year which precedes the submission of the listing application.

6. Any other information that the ASE deems necessary for taking the listing decision.  

B- For the purposes of these Directives, the financial statements shall include:  

1.  Statement of financial position.

2.  .Income statement

3.  Cash flow statement.

4.  Statement of changes in shareholders' equity.

5.  The necessary clarifications to said statements.

 

 

Article 5

A- The shares of any company shall be listed at the ASE after fulfilling the listing conditions in the Second market

B-  In order to list company's shares on the Second Market, the following conditions must be fulfilled:

 1.  The relevant securities are registered with the JSC.

2.  The relevant securities are deposited with the SDC.

3.  There are no restrictions on the transfer of ownership of relevant securities except restrictions mentioned in legislation in force.

4. The issuer has signed the listing agreement with the ASE, which determines the rights and obligations of the two parties in relation to listing of the securities

5. No doubts regarding going concern issue related to the company's activities should be contained in the company external auditor's report of its latest financial statements.

6. The issuance of audited financial statements for one fiscal year at least showing an operating activity.

7. The net shareholders' equity in the company shall not be less than (50%) of its paid-in capital.

8. The percentage of the Free Float in the company shall not be less than (5%) of the paid-in capital of such companies whose paid-in capital is less than (10) million Jordanian Dinars, excluding such companies whose capital equals or exceeds (10) million Jordanian Dinars.

 

Article 6

The issuing company whose securities is approved by the ASE to be listed shall announce its audited annual and reviewed interim financial statements and a summary of the company's board of directors' report submitted for listing purposes, as indicated   in Article (4), in two local daily newspapers at least once, provided that the company shall make the announcement three days at least before the listing date of the company's securities.

 

Article 7

The listing of the company's shares shall be transferred from the Second market to the First market if the following conditions are fulfilled:

A.   Its shares have been listed for a full year at least on the Second market.

B.   The net shareholders' equity in the company shall not be less than (100%) of its paid-in capital.

C.  The company must have net pre-tax profits for two fiscal years at least within the last three years preceding the transfer of listing, provided that the average of the company's net pre-tax profit for the last three years shall not be less than (5%) of the company's paid-in capital.

D.  The ratio of the free float shares in the company to its paid-in capital at the end of its fiscal year shall not be less than (10%) if its paid-in capital is less than (50) million Jordanian Dinars, excluding companies which their paid-in capitals equal or exceed (50) million Jordanian Dinars.

E.   The number of the company's shareholders at the end of its fiscal year shall not be less than (100) shareholders.

F.   The company's paid-in capital shall not be less than (5) million Jordanian Dinars.

Article 8

A.  The listed company on the ASE must provide the ASE with the reports, statements and information indicated below on both hard and soft copies:

1.  The company's annual report which includes the company's board of directors' report, the company's financial statements and its auditors' report, within a maximum period of three months from the date of the end of its fiscal year.

2.  A semi-annual report compared with the same period of the previous fiscal year includes the company's financial statements reviewed by its auditor, within one month from the date of the end of its semi- annual fiscal year.

3.  A quarterly report compared with the same period of the previous fiscal year includes the company's financial statements reviewed by the company's auditor, within one month from the date of the end of the relevant quarter.

4.  The information and decisions passed by it which might affect the prices of the securities issued by it upon their occurrence or adoption.

5.  The agenda of its general assemblies' meetings one week before the set date for holding such meetings.

6.  The decisions passed by the company's general assembly, before the beginning of the trading session on the next working day to the date of the meeting.

7.  A report indicating the Free Float in the company and the details of their calculations, and a report indicating the number of the company's shareholders as they are on the dates determined in these Directives, when the ASE is provided with the company's annual report.

8.  Any evidence of the existence of an audit committee at the issuer, in the sense intended in the Securities Law in force.

9.  Any information or statements deemed necessary by the ASE.    

B.  The listed company on the ASE shall follow up and coordinate with the Companies General Controller to inform the ASE of the decisions of voluntary liquidation, compulsory liquidation, reduction of capital, merger and capital restructuring.

C.  The issuers of securities that are listed on the ASE shall pay all the due fees and charges to the ASE when the said fees and charges are due.

D.  The issuing company of corporate bonds listed on the ASE shall provide the ASE with the reports, information and statements indicated in paragraph (A) of this Article.

 

 

 Article 9

A-  The company shall be transferred from the First market to the Second market in case the company breaches any of the conditions of the First market listing conditions.

B-   The company shall be transferred from the First market to the Second market if the company doesn't provide the ASE with its annual audited financial statements before the end of the period specified in these directives of providing the ASE with subsequent annual audited financial statements, and the provisions of article (7) of these directives shall be applied when the company provides the ASE with its financial statements.

C-   Listed companies which breach any of listing conditions of the Second market when providing the ASE with its annual audited financial statements have to accommodate its status before the end of the period specified in these directives of providing the ASE with the subsequent annual audited financial statements.

D-  The Board of Directors has the right not to transfer the shares of any company from the  Second market to the First market in case of  a disciplinary penalty was imposed on the company as a result of violating these Directives by it within the twelve months prior to the date of fulfilling the listing conditions of the First market.

 

 

 

 

Article 10

A. Transferring the listing of a company's shares from one market to another shall take place once during the year after the ASE is provided with the company's annual financial statements.

B. For the purpose of applying the provisions of paragraph (A) of this Articlethe company's financial statements shall be approved as they are at the end of its fiscal year to ensure that the conditions set by these Directives are met.

 

 Article 11

A.  The company's capital-increase shares resulting from adding the voluntary reserve and/or the special reserve and/or the accrued retained earnings and/or the issue premium shall be listed after the completion of the issuance procedures and the distribution of the issued shares to their owners.

B.  Subscription Rights shall be listed and de-listed according to the provisions of the Directives of Dealing in Subscription Rights in force.  

 

Article12

Subject to Article (11) of these Directives, the company listed at the ASE must complete all the necessary procedures to list its capital-increase shares at the ASE, within five working days from the date of completing all issuance procedures.

 

Article13

 

A.  Trading in the shares of listed companies shall be suspended in all cases determined by the JSC.

 

B.  Trading in the shares of listed companies shall be suspended in any of the following cases:

 1. Upon a decision by the Minister of Industry and Trade approving the reduction of capital, as of the trading session following the date on which the ASE is notified by this decision and till all the procedures at the JSC and the SDC have been completed, excluding such companies that perform this by purchasing the shares issued by them through the market.

2. Upon the Issuance of an announcement by the Companies General Controller that contains a brief of merger contract, the results of re-evaluation and the opening balance sheet for merging company or the company resulting from merger, or upon the issuance of an approval of the merger by any other competent official authority as of the trading session following the date on which the ASE is notified by this announcement, until the completion of all procedures at the JSC and the SDC.

3. In the case of any contingency that substantially affects the sound dealing in securities issued by company or the company's financial position, until the procedures of disclosure to the mass of dealers are completed. The suspension shall be by a decision from the CEO if it is for a period not exceeding two days and by a resolution from the Board of Directors if the period exceeds two days.

4.  Upon the request of the board of directors of the listed company indicating the justifications thereof, by a resolution from the Board of Directors and for the period it deems appropriate.

5.  When the ASE is informed of the interruption of the normal activity of the company for a period exceeding three months without indicating the reasons justifying such interruption, by a resolution from the Board of Directors and for the period it deems appropriate.

6.  When the ASE is informed of the voluntary liquidation resolution from the company's general assembly.

7.  When the ASE is informed of the submission of an application for compulsory liquidation by a statement of claim to the court, or by a decision to liquidate the company issued by a competent authority in accordance with legislation in force.

8. When the ASE is informed of the Minister of Industry and Trade's decision to change company's legal status or remove it from the Ministry of Industry and Trade's records.

9.  If so required by any legislation in force or upon a justified reason from the issuer or in the cases deemed necessary by the ASE to protect the investors' interests.

10. On the date of the general assembly meeting of the company, and the shares of company remain suspended until the company provides the ASE with the general assembly decisions in written.

11. If the company doesn't provide the ASE with its audited annual and reviewed interim financial statements within the specified dates determined in these Directives until the company provides the ASE with required financial statements.

12. Subject to the provisions of Article (29) of these Directives; trading in the shares of a listed company shall be suspended in the case the company breaches any of listing conditions of the Second market when providing the ASE with audited annual financial statements and doesn't accommodate its status before the end of the period specified in these Directives of providing the ASE with the subsequent annual audited financial statements, or in the case the company doesn't provide the ASE with the subsequent annual audited financial statements within the period specified in these Directives.

13. If the listed company doesn't pay due fees and charges until the end of the calendar year by a decision passed by the Board of Directors.

C-   Trading in the company's shares shall be resumed within a maximum period of two working days from the date of completing all capital reduction procedures at the SDC.

D- The merging company Which is listed on the ASE must complete the procedures to resume trading on its shares at the ASE within five working days from the completion of the merger procedures,.  

 

Article14

Trading in the company's shares shall be resumed after accommodating its status, by virtue of a decision issued by the same party that issued the suspension decision, and pay all the due fees and charges owed to the ASE.

 

Article15

 Company's shares shall be de-listed by a decision passed by the Board of Directors in the following cases:  

A.  After the ASE is informed of the Minister of Industry and Trade's decision to change the company's legal status or written it off from the Ministry of Industry and Trade's records.  

B.  After the ASE is informed of the court's decision to refer the company to compulsory liquidation.

C.  After the ASE is informed of the voluntary liquidation resolution passed by the company's extraordinary general assembly.

D.  The continuous suspension of trading for more than one year. The calculation of that period shall begin from the adoption date of these Directives.

E.  After a decision of liquidation issued by a competent authority according to any legislation in force.

F.   The listed company that breaches any of the Second market conditions when providing the ASE with its annual audited financial statements if the company does not accommodate its status before the end of specified period in these Directives of providing the ASE with the subsequent annual audited financial statements, or if it does not provide the ASE with the subsequent annual audited financial statements during the specified period in these directives.

 

Article 16

The company which the ASE de-listed its securities, may submit a new application to re-list these securities at the ASE, in terms of one year, at least, has elapsed after the issuance of the de-listing decision, and the company fulfills all listing conditions in the Second market.

 

Article 17

A.   The provisions of these Directives shall be applied to the private shareholding company when listing its shares on the ASE, upon its request. The special characteristics of this type of companies' shares in terms of category and type shall be taking into account.

B.   The private shareholding company shares shall be listed in the Second Market after fulfilling all listing conditions in this market.

 

Article 18

The securities issued by the Government of the Hashemite Kingdom of Jordan or any of the official public institutions or the public institutions or municipalities shall be listed on the Bonds Market after submitting the listing application and obtaining an approval in this regards .

 

Article 19

A.  The company which issues corporate bonds must complete the issuing procedures before applying to list such bonds.

B.  The company which requests listing the corporate bonds issued by it must provide the ASE with the following statements and information:  

1. The company's annual report for the last fiscal year (if any), which includes the company's board of directors' report, the company's financial statements and the company's auditors' report.

2. The company's financial statements reviewed by its auditor and covering the period from the beginning of the fiscal year until the end of the quarter preceding the date of the listing application.

3. Names of members of the company's board of directors and the names and positions of the top administrative executive personnel and the securities owned by any of them or their relatives and the membership of any of them in the boards of directors of other public shareholding companies.

4.  If the bonds which demand to be listed are convertible to shares, the company shall, in addition to the statements and information required in this Article, submit a list which includes the names of the persons who own (5%) or more of the company's shares.

5.  The bonds prospectus.

6.  Any information or statements deemed necessary by the ASE to take the listing decision. 

C.   The provisions of this Article shall be applied to the corporate bonds issued by private shareholding companies.

 

Article 20

The listing of the bonds listed on the ASE shall be de-listed on their maturity or redemption date or before that date according to any legislation in force.

 

Article 21

The Islamic Finance Sukuk shall be listed and de-listed according to the Instructions on Listing Islamic Finance Sukuk in the Amman Stock Exchange in force.

 

Article 22

A.   The investment fund that wishes to list the shares or investment units issued by it on the Funds Market must apply to list such securities after obtaining a certificate of registration from the JSC and completing all the procedures with the latter.

B.   The memorandum of association of the investment fund, the prospectus of its shares or its investment units, the certificate of its registration with the JSC, the available financial statements and any information or statements required by the ASE shall be attached to the listing application .

C.   The investment fund whose shares or investment units are listed on the ASE must provide the ASE with the same statements and information it provides to the JSC in accordance with the legislation in force.

D.  The investment fund shall be de-listed in case that a decision of liquidation is passed, its term expires or its status changes. 

 

Article 23

A.  The non-Jordanian investment fund shall submit a listing application for its shares or investment units to the ASE, subsequent to its registration with the JSC, and the following conditions must be met for the investment fund's shares or investment units to be listed:

1.  The nominal value of the Fund's shares or investment units or the value of its assets shall not be less than the equivalent of (5) million Jordanian Dinars.

2.  The fund's shares or investment units shall be owned by at least (100) persons.

3.  The fund must be listed on a non-Jordanian stock exchange for two years, and the fund shall submit a certified document from the supervisory body in its country of origin, indicting the latter's approval to list the fund on the ASE. 

B.  The Board of Directors may exempt the non-Jordanian investment fund from the conditions stipulated in sub-paragraph (1 and 2) of paragraph (A) of this Article, if the Board of Directors is convinced that there would be reasonable trading on the funds' shares or investment units.

C.  The articles of association of the fund, the prospectus of its shares or investment units, the certificate of its registration with the JSC and any information or statements required by the ASE shall be attached to the listing application.   

 

Article 24

A.   Subject to the listing conditions and requirements stated in these Directives and applicable to Jordanian securities, the listing of non-Jordanian securities must have been listed for at least two years on a non-Jordanian stock exchange.

B.   The Board of Directors may list securities issued in foreign currencies, and such securities shall be priced according to the provisions of the Directives for trading in securities in force at the ASE.  

 

Article 25

If the issuer of the securities listed on the ASE breaches any of the provisions of these Directives and any decisions passed in respect thereof, the Board of Directors, upon the recommendation of the CEO, can impose thereon one or more of the following sanctions:   

1.  Warning.

2.  Impose a monetary fine not less than one hundred and not more than five thousand Jordanian Dinars.

3.  Transferring the listing of the issuer's shares from the First market to the Second market.

4.  Suspension of   trading of the securities issued by it.

5.  De-listing of the securities issued by it.

 

Article 26

The Board of Directors shall handle any case not stipulated in these Directives and shall take the necessary decisions in respect thereof.

 

Article 27

The CEO shall take all the necessary decisions and actions to implement the provisions of these Directives, unless it is stipulated otherwise.

 

Article 28

The issuers of securities listed on the ASE shall comply with the provisions of these Directives and any decisions passed by the ASE in this respect.

 

Article 29

The provisions of this article will be applied on the listed companies from 4/8/2016 till 31/3/2017:

A.   The listing of a company's shares shall be transferred from the First market or Second market to the Third market if it doesn't fulfill the listing conditions in the Second market.

B.   The listing of a company's shares shall be transferred from the Third market to the Second market if it fulfills the listing conditions in the Second market.

C.   The Third market will be cancelled as of 16/4/2017.

D.   The companies listed in the Third market must accommodate their status and fulfill the listing conditions in the Second market, before the cancellation date of the Third market, based on the company's audited annual financial statements for the fiscal year of 2016, otherwise, the companies' shares will be delisted from the ASE and will be transferred to the OTC market.

 

 Article 30

The Directives for Listing Securities on Amman Stock Exchange for the year 2012 shall be repealed. 

 

 


1- This date was determined by the decision of the Board of Commissioners of the JSC No. 173/2016 dated 11/7/2016.