Definitions

Definitions

Throughout these Listing Rules, unless otherwise stated or the context requires, the following terms shall have the meanings set out below:

Term	Meaning
“Additional Rules”	Separate documents laying down the rules for securities other than equity securities.
“AMLA”	The Seychelles Anti-Money Laundering Act, 2006.
“Admission Documents”	All documents that must accompany an application for inclusion of a class of securities in the list of securities.
“Advertise” or “Advertisements”	As defined in the Act.
“Affected Employee”	In relation to an issuer, its subsidiary or parent, or a Sponsor Advisor, as the context permits: a) Any officer or other person employed in a managerial or executive capacity; b) Director; c) An investment manager or any company in the same group and any of its key employees responsible for making investment decisions where the issuer is an investment entity; d) Any of the following in relation to any of the persons prescribed in a) through c): i. An associated person; ii. That person’s spouse; iii. That person’s child, parent, stepchild, or step-parent and any spouse of such person; iv. Any person who has entered into an agreement with that person relating to a transaction in the securities of the MERJ issuer; v. A trust, company, holding company, subsidiary, group of companies, or any other legal vehicle in which that person has any interest (other than a discretionary interest in the case of a trust beneficiary), shares, control, or influence.
“Application”	The information and documents prescribed by MERJ Exchange required for an issuer seeking a listing of a class of its securities on MERJ Exchange.
“Approved Mutual Fund”	A “professional fund”, “public fund”, or “exempt foreign fund” as defined in the Mutual Funds and Hedge Funds Act.
“Articles”	The Memorandum and Articles of Association or similar constitutional documents of an issuer.
“Asset-Backed Security”	A debt security whose income and value are derived from and collateralized (or "backed") by, or with limited recourse to, one or more specific underlying instruments that are typically illiquid at the time of issue.
“Associated Person”	As defined in Section 104 of the Act.
“Auditor” or “External Auditor”	An accountant duly qualified to provide statutory audit services to issuers.
“Board of Directors”	A group of individuals elected as, or elected to act as, representatives of the shareholders of a company to establish corporate management policies and make decisions on major company issues, or any equivalent committee.
“Business Day”	A day other than Saturday, Sunday, or a public holiday as defined in the Public Holidays Act 1976 or any other day that MERJ Exchange is closed.
“Cash Shell”	A company that ceases to carry on a business activity through itself or any of its subsidiaries with assets consisting mainly of cash or short-dated securities.
“Certificated Physical Securities”	Securities evidenced by a certificate or written instrument.
“Clear” or “Cleared” or “Clearing”	In relation to a trade or group of trades in listed securities: a) To calculate and determine, before each settlement process: i. The exact number or nominal value of securities of each kind to be transferred by or on behalf of a seller; ii. The amount of money to be paid by or on behalf of a buyer to enable settlement of the trades; b) Where applicable, the process by which: i. The functions referred to in paragraph a) are performed; ii. The due performance of the transaction is underwritten from the time of trade to the time of settlement.
“Clearing Agency”	A company licensed and regulated in Seychelles or a recognized jurisdiction to provide clearing and settlement services for securities.
“Clearing Agency Participant” or “CAP”	A participant of a clearing agency.
“Closed-Ended Fund”	Any investment entity that is not an open-ended fund. Where the rules of a closed-ended fund require the investment entity to ensure its units do not materially differ (i.e., do not allow a variance greater than 5%) from the net asset value, it shall be treated as an open-ended fund. Appointment of a market maker or other third party to ensure liquidity in the secondary market shall not reclassify the fund as open-ended.
“Closed Period”	Means as defined in LR 49.
“Companies Act”	The Companies Ordinance 1972 (as amended) of the Seychelles.
“Controlling Body”	The Board of Directors of MERJ Exchange.
“Corporate Actions”	Actions that impact the listed securities or their holders.
“Deal” or “Dealing”	Any change to the holding of the listed securities including: a) Any sale or purchase, or any agreement for the sale or purchase of such securities; b) The grant to or acceptance by a person of any option relating to such securities or any other right or obligation, present or future, conditional or unconditional, to acquire or dispose of any such securities; c) The acquisition, disposal, exercise, or discharge of, or any dealing with, any such option, right, or obligation in respect of such securities; d) Deals between affected employees; e) Off-market deals; f) Transfers for no consideration; g) Any shares taken into or out of treasury; h) The acquisition, disposal, or discharge (whether in whole or in part) of a related financial product referenced to the securities Excludes: a) Undertakings or elections to take up entitlements under a rights issue or other preemptive offer (including an offer of shares in lieu of a cash dividend); b) The take-up of entitlements under a rights issue or other preemptive offer (including an offer of shares in lieu of a cash dividend); c) Allowing entitlements to lapse under a rights issue or other preemptive offer (including an offer of shares in lieu of a cash dividend); d) The sale of sufficient entitlements nil-paid to allow take-up of the balance of the entitlements under a rights issue; nor e) Undertakings to accept, or the acceptance of, a takeover offer.
“Debt Security”	Securities whose rights of repayment in the event of liquidation of the issuer are in priority to all equity securities of the issuer, including debentures, bonds, notes, and other securities or instruments acknowledging, evidencing, or creating indebtedness, whether secured or unsecured, and options, warrants, or similar rights to subscribe or purchase any of the foregoing.
“Dematerialize”	The elimination of certificated physical securities, where evidence of ownership exists only in electronic form, whether evidenced by an equity security or physical statement of account or not.
“De-SPAC”	A merger between one or more target companies and a SPAC.
“Digital Asset Security”	A security that is intrinsically dependent on or utilizes Distributed Ledger Technology.
“Directive”	A document that forms part of these Listing Rules and contains additional information or guidance on how these Listing Rules are to be applied.
“Director”	As defined in Section 104 of the Act.
“Distributed Ledger Technology”	A database system in which information is recorded, consensually shared, and synchronized across a network of multiple nodes.
“Dividend Policy”	The issuer’s policy on dividend distribution and any restrictions thereon.
“Equity Capital”	As defined in the Companies Act.
“Equity Security”	Shares, including preference or preferred shares, units, or partnership interests of an issuer, including convertible equity securities and options, warrants, or rights to subscribe or purchase the same, by whatever name called, and any similar instrument giving the holder equitable interest in the income or underlying assets of the issuer, but excluding debt securities.
“Executive Committee”	The committee appointed by and given delegated authority by the Controlling Body to oversee and direct all aspects of these Listing Rules.
“Expert”	a) A geologist, engineer, architect, quantity surveyor, valuer, accountant, or auditor; b) Any person who professes: i. To be a person referred to in subparagraph a); or ii. To have extensive knowledge or experience, or to exercise special skill that gives or implies authority to a statement made by that person.
“Feeder Fund”	An investment entity whose investment objective is to invest in excess of 51% of its investments through any other investment entity.
“Fees” or “Levies” or “Fees and Levies”	The fees or levies published by MERJ Exchange.
“Financial Resources Requirement”	In relation to a legal person, a requirement that such person has $25 million in financial resources (or its equivalent in another currency) or has all of its obligations to the applicant irrevocably and unconditionally guaranteed by, or is an unlimited liability subsidiary of, an entity that has $25 million in financial resources (or equivalent in another currency).
“Financial Institutions Act”	The Financial Institutions Act of Seychelles.
“Foreign Issuer”	Any issuer that is not incorporated in the Seychelles.
“Founding Investors”	The original shareholders of an issuer prior to a placement or IPO in conjunction with a listing on MERJ Exchange, excluding any new investors who acquire securities as part of the placement or IPO.
“Fund of Funds”	An investment entity which may invest in excess of 20%, but not more than 51%, of the gross value of its assets in any other investment entity.
“General Public”	Potential investors in listed securities, excluding professional investors.
“Guarantor”	An organization or person(s) that guarantees the issuer in the event of default.
“In Writing”	In relation to anything that, under the Act and these Listing Rules, must be done in writing, including any such thing done in electronic form.
“Index Tracker Fund”	An investment entity with an objective to compile an investment portfolio that tracks, without material modification, that of a broadly based and recognized published index acceptable to MERJ Exchange.
“Initial Public Offering” or “IPO”	An offer to the general public of any securities of an issuer, if: a) No securities of that issuer have previously been the subject of an offer to the general public; or b) All of the securities of that issuer that had previously been the subject of an offer to the general public have subsequently been re-acquired by the issuer.
“International Financial Reporting Standards” or “IFRS”	The International Financial Reporting Standards formulated by the International Accounting Standards Board of the International Association of Accountants.
“Interest in Securities”	An interest in securities as construed from Section 84 of the Act.
“International Securities”	Securities of a foreign issuer that maintain a primary listing on a recognized overseas securities exchange recognized by MERJ Exchange.
“Investment Community”	Investors, professional investors, and the general public.
“Investor”	Any person who acquires listed securities of an issuer, whether held directly or indirectly (e.g., through a nominee or custodian entity).
“Investment Entity”	An issuer that pools contributions and payments made by investors to generate profits, income, gains, produce, or property without primarily engaging in any entrepreneurial activity as such. An issuer is deemed not to be engaged primarily in an entrepreneurial activity if its stated purpose is to operate as an investment entity or collective investment scheme, or otherwise derives two-thirds or more of its consolidated revenues and gains from its consolidated net tangible assets in two out of the three most recent financial years.
“Issuer”	As defined in the Act.
“LR”	Refers to a specific listing rule.
“List of Securities”	The list maintained by MERJ Exchange that includes all securities admitted for trading on MERJ Exchange.
“Listed Security”	As defined in the Act.
“Listing”	The process whereby a class of securities of an issuer is admitted for trading on a securities exchange, and “listed” shall be construed accordingly.
“Listing Committee”	The committee appointed by the Executive Committee of MERJ Exchange that has the powers and duties as prescribed in LR 1.2.
“Listing Date”	The date of inclusion of the security in the MERJ Exchange list of securities after which securities may commence trading on MERJ Exchange.
“Listing Division”	The division within MERJ Regulation that processes applications and admission documents, monitors listing compliance and provides administrative support to the Listing Committee in terms of these Listing Rules.
“Listing Particulars”	The document required from an issuer, made available to potential investors, that includes information prescribed in LR 3.4 and the relevant scheme as applicable.
“Listing Rules”	This document, the Additional Rules, the Directives, and the schedules hereto.
“Lock-Up Period”	A specified period during which affected employees may not have any dealings in any manner or form in the listed securities.
“Market Value”	The market value of an issuer’s issued securities, calculated by multiplying the number of securities issued and outstanding by the current market price.
“Master Fund”	An investment entity into which one or more feeder funds invest.
“Material Information”	Information that, if omitted or misstated, could influence the economic decisions of investors, typically equal to or exceeding 10% (ten percent) of a relevant metric.
“Member”	In the context of securities trading means a securities dealer admitted as a member of MERJ Exchange.
“MERJ Exchange”	MERJ Exchange Limited, a company incorporated under the company laws of the Seychelles (Company Number 849858-1) and licensed to operate as a securities exchange under the Act.
“MERJ Issuer”	An issuer with a primary listing or secondary listing of a class of its securities admitted to the list of securities.
“MERJ Regulation”	The department that oversees compliance, surveillance and enforcement in case of breaches with regard to the Market Rules, Listing Rules and related implementing provisions.
“Minister”	As defined in the Act.
“Multi-Class Fund”	An investment entity that contains more than one asset class, creating a group or portfolio of assets.
“Multi-Manager Fund”	A single investment entity that employs more than one investment manager, each managing different assets, geographies, or using different strategies.
“Mutual Funds and Hedge Funds Act”	The Seychelles Mutual Funds and Hedge Funds Act 2008 (as amended) and any subsequent revisions thereof.
“Offer” or “Offered” or “Offering”	An offer of securities in any manner, including an invitation to subscribe for or purchase these securities.
“Officer”	Any director, manager, or other person appointed in an executive capacity thereof.
“Official Notice”	Notification of one or more subsequent documents or important information published by an issuer required by the Listing Rules.
“Open-Ended Fund”	An investment entity whose units are repurchased or redeemed directly or indirectly out of the assets of the investment entity at the holder’s request. Where the rules of a closed-ended fund require the investment entity to ensure its units do not materially differ (i.e., do not allow a variance greater than 5%) from the net asset value, it shall be treated as an open-ended fund.
“Operator”	In the case of an investment entity vehicle, the director(s) if a company, general partner(s) if a partnership, or trustee(s) if a trust.
“Ordinary Resolution”	A resolution passed by at least 50% (fifty percent) of the shareholders of a company at a meeting duly convened in accordance with the Companies Act or equivalent legislation under which the company was incorporated and its Articles.
“Person”	An individual, corporation, partnership, association, trust, or other entity as the context admits or requires.
“Placement”	The payment of newly issued securities that have been allotted to investors or the underwriters of the issue.
“Pricing Supplement”	In relation to a new or tap issue of securities, a document that sets out the terms and conditions of the issue.
“Primary Listing”	A listing whereby the issuer is bound to the full requirements applicable to that securities exchange.
“Private Placement”	The obtainment of subscriptions for or the sale of securities by an issuer or an intermediary (such as the Sponsor Advisor) from private persons selected or approved by the issuer or intermediary.
“Professional Investor”	Has the same meaning as “Professional Client” as defined in the Securities (Conduct of Business) (Amendment) Regulations 2024 of the Act.
“Prospectus”	Any prospectus prepared and published in terms of the Act and the Securities (Prospectus) Regulations, 2008.
“Public Holder”	An investor that is counted toward the free float of the issuer.
“Real Estate Investment Entity”	An investment entity that derives at least two-thirds of its consolidated revenues from real estate-related activities. Real estate-related activities include deriving rental income or income from revaluations or sales through direct holdings or indirectly through subsidiaries, partnerships, joint ventures, or other participations approved by MERJ Exchange.
“Recognized Clearing Agency”	An institution that provides clearing and/or settlement services and is licensed and regulated in Seychelles or a recognized jurisdiction.
“Recognized Jurisdiction”	Means a jurisdiction in which a regulatory authority for a securities market is an ordinary member of the International Organization of Securities Commissions.
“Recognized Mutual Fund”	Means – a) a licensed public fund (as defined in the Mutual Fund and Hedge Fund Act); b) a licensed professional fund (as defined in the Mutual Fund and Hedge Fund Act); c) an exempt foreign fund (as defined in the Mutual Fund and Hedge Fund Act); or d) any other public or professional mutual fund (as defined in the Mutual Fund and Hedge Fund Act) registered and licensed in a recognized jurisdiction.
“Recognized Overseas Regulatory Authority”	As defined in the Act.
“Recognized Overseas Securities Exchange”	As defined in the Act.
“Recognized Regulatory Authority”	The regulatory body that regulates banking or non-banking financial services business in Seychelles or a recognized jurisdiction.
Recognized Representative	A person recognized by MERJ Exchange as meeting the competency requirements to represent one or more issuers for the purpose of ensuring initial and ongoing listing obligations are met and performing related tasks designated by MERJ Exchange;
“Register”	The register or sub-register of registered owners of securities.
“Regulatory Requirement”	In relation to a legal person, a requirement that the person is subject to ongoing supervision by a recognized regulatory authority.
“Related Party”	An affected employee, substantial shareholder, or a person who has been, within the last 12 (twelve) months, a director or substantial shareholder of the issuer.
“Responsibility Statement”	A statement of responsibility required by MERJ Exchange from certain persons as prescribed in these Listing Rules.
“Rights Issue”	An issue of shares under an offer made by a company to its existing shareholders in proportion to the number of shares, or the number of shares of a particular class, that they already hold.
“SPAC”	A Special Purpose Acquisition Company listed as a cash shell for the purpose of raising capital via a placement or IPO of shares or units to be used toward a combination with an operating company, including but not limited to a merger, takeover, or reverse takeover, whereby following the acquisition the previously unlisted company becomes a listed company on MERJ Exchange.
“Schedule” or “Schedules”	The schedule(s) to these Listing Rules, as amended from time to time.
“Secondary Listing”	A listing that is not the primary listing where the issuer’s securities are also listed on another securities exchange.
“Secondary Market”	The market on which listed securities are traded after their primary issue.
“Securities”	As defined in the Act.
“Securities Authority”	As defined in the Act.
“Securities Dealer”	As defined in the Act.
“Securities Facility”	A company that holds a securities facility license under Section 41 of the Act.
“Securities Exchange”	As defined in the Act.
“Securities Services”	Services provided under these Listing Rules in respect of: a) Buying and selling of securities; b) Custody and administration of securities; c) Maintaining a register of the registered owners of securities; d) Management of securities by a member; e) Clearing of trades in listed securities; f) Settlement of trades in listed securities, as applicable.
“Segregated Portfolio Company”	A company permitted under the laws of its country of incorporation to create one or more portfolios or cells to segregate the assets and liabilities of the company held within or on behalf of a portfolio or cell from those of any other portfolio or cell of the company or the general assets and liabilities of the company.
“Settle” or “Settlement”	To discharge the obligations arising from a transaction in listed securities.
“Seychelles”	The Republic of Seychelles.
“Significant Shareholder”	Any shareholder that owns 3 (three) percent or more of the issued shares of an issuer.
“Single Asset Investment Entity”	An investment entity restricted to holding a single investment or a segregated portfolio company that issues separate securities where each security corresponds to a single investment.
“Special Resolution”	A resolution passed by at least 75% (seventy-five percent) of the shareholders of a company at a meeting duly convened in accordance with the Companies Act or equivalent legislation under which the company was incorporated and its Articles.
“Sponsor Advisor”	A person approved by MERJ Exchange that advises, represents, and provides services to a MERJ issuer as prescribed in the Listing Rules.
“Sponsoring Securities Firm”	A firm licensed in a recognized jurisdiction to provide securities services that commits to the obligations associated with a security admitted pursuant to the Directive Admission of Certain International Securities and Recognized Mutual Funds.
“Substantial Shareholder”	As defined in Section 104 of the Act.
“Takeover”	As defined in the Securities (Takeover) Regulations 2008.
“Takeover Offer”	As defined in Section 122 (2) of the Act.
“Tap Issue”	A procedure that allows a issuer to issue securities in varying amounts up to a maximum amount approved by MERJ Exchange and at different times up to a maximum period approved by MERJ Exchange, when market conditions are favorable and demand is sufficient.
“The Act”	The Securities Act 2007 (as amended) of the Seychelles and any other measure prescribed thereunder by the Minister or the Securities Authority.
“Threshold Tests”	The formulas used to determine if a corporate transaction requires disclosure under these Listing Rules.
“Trade”	A matched trade or an off-market trade in respect of listed securities, and “trading” should be construed accordingly.
“Umbrella Fund”	An investment entity existing as a single legal entity but having two or more individual distinct sub-funds, each treated as separate investment entities.
“Underwriter”	A person that engages in the practice of underwriting securities.
“Underwriting”	As defined in the Act.
“Unissued Authorized Shares”	Authorized shares approved by the shareholders by general or specific approval and placed under the control of the directors of the issuer to be allotted over a specified period or on a specified date.
“Units”	Securities of an issuer representing the rights of investors in the assets of the issuer.
“Venture Capital Fund”	An investment entity that invests in companies, excluding other investment entities, considered start-ups or other young companies with high growth potential, where investments are generally characterized as high risk/reward.
“Virtual Assets”	Means as defined in the Virtual Assets Services Providers Act.
“Virtual Assets Exchange”	Means a licensed exchange providing services for Virtual Assets.
“Volume Weighted Average Price” or “VWAP”	A measure of the average price a stock traded at over the trading horizon, calculated as the ratio of the value traded to the total volume traded over a particular time horizon.

General Note: In these Listing Rules, unless otherwise stated or the context requires otherwise, any expression that denotes any gender includes all other genders, and the singular includes the plural and vice versa.