Regular Reporting Obligations - Secondary Listings
Derivative Regular Reporting Obligations for Secondary Listings
Art 1. Purpose
This Directive governs the ongoing reporting obligations applicable to Issuers whose securities are admitted to trading on MERJ Exchange as a secondary listing, while recognising the primary market disclosure regime.
The Listing Committee may impose additional obligations where necessary in the interests of investors or market integrity.
Art 2. Scope and Applicability
This Directive applies to all securities admitted to listing or trading on MERJ Exchange as a secondary listing, including equities, debt securities, investment entities, depository securities, or other instruments that represent or derive value from securities primarily listed on another recognised exchange.
The Issuer must remain in compliance with all ongoing obligations of its primary exchange and provide MERJ Exchange with access to the same information necessary to maintain accurate trading, clearing, and settlement functions.
Where there is conflict between this Directive and the disclosure requirements of the primary exchange, the Issuer shall comply with the more stringent requirement or as otherwise directed by MERJ Regulation.
Art 3. General Principle
Issuers with secondary listings shall not be required to duplicate disclosures made to their primary exchange or regulator, provided that:
such disclosures are publicly accessible, free of charge, and distributed through a channel that ensures broad and non-selective dissemination (e.g., exchange news service, regulatory newswire, or issuer website); and
MERJ Exchange is notified simultaneously (or provided with a direct link or feed) where the disclosure relates to any matter covered by this Directive.
Where the disclosure concerns events that affect MERJ’s systems, registry, or investors — such as corporate actions, identifiers, trading suspensions, or financial reporting — the Issuer must notify MERJ at or before the time the information is released on the primary market.
MERJ Exchange may request or require submission of any information already made public elsewhere where necessary to fulfil its supervisory or regulatory obligations.
Article 3 – Press Releases and Public Announcements
Where an Issuer makes disclosure by means of a press release or other broadly distributed public communication recognised by its primary exchange, such publication shall be deemed to satisfy the public disclosure requirement under the MERJ Listing Rules.
The Issuer shall only be required to notify MERJ Exchange of such release where the information disclosed:
directly affects the trading, clearing, or settlement of securities listed or traded on MERJ;
involves a change to the Issuer’s name, identifiers, capital, or structure; or
constitutes a matter that MERJ Exchange has designated as reportable under this Directive or other applicable rule.
MERJ Exchange may, at its discretion, publish or link to such press release within its Regulatory News Service (RNS) for investor transparency and record-keeping.
Article 4 – Primary Exchange Designation and Equivalence
An exchange shall be regarded as a recognised primary exchange for the purposes of this Directive if it provides:
an established disclosure regime consistent with IOSCO standards;
timely public availability of issuer announcements; and
adequate supervisory oversight.
MERJ Exchange may designate such exchanges by notice and may withdraw recognition if equivalence is no longer satisfied.
The Issuer must notify MERJ Exchange promptly of any change of primary exchange or alteration to its regulatory home jurisdiction.
Article 5 – Notification and Publication
The categories of reportable facts and events are set out in the Annexures to this Directive.
Notifications must be made through the Issuer Portal or another authorised electronic submission channel.
Where an event is designated as requiring an Official Notice, MERJ Exchange will publish the text verbatim on its website or RNS.
For all other notifications, MERJ Exchange may publish a summary or hyperlink to the equivalent primary market disclosure.
Article 6 – Non-Compliance
Failure to comply with this Directive may result in:
formal censure;
suspension of trading; or
withdrawal of listing.
MERJ Exchange may also notify the Issuer’s primary exchange or regulator of any material non-compliance affecting investor protection or market integrity.
Article 7 – Entry into Force
This Directive shall enter into force on [effective date] and apply to all secondary listings from that date. Existing secondary listings shall conform within [transition period] days.
Annexures
Annexure 1 – General Company Information
Disclosure Item
Timing of Notification
Type
Change of company name, ticker, ISIN, or symbol
Immediately upon effectiveness
🟦 Official Notice
Change of registered office, principal place of business, or agent for service
Within 5 business days of change
⚪ Private
Appointment, resignation, or removal of a director, company secretary, or key officer
Within 5 business days of announcement on primary exchange
⚪ Private
Change in legal domicile, regulatory status, or primary exchange
Immediately upon filing or effectiveness
🟦 Official Notice
Amendment to constitutional or governing documents (affecting investor or registry rights)
Within 5 business days of approval
🟦 Official Notice
Change in designated contact person for MERJ correspondence
Within 5 business days of change
⚪ Private
Annexure 2 – Corporate Actions and Securities Data
Disclosure Item
Timing of Notification
Type
Share split, consolidation, or reclassification
Immediately upon confirmation on primary exchange
🟦 Official Notice
Dividend, distribution, or other entitlement
At or before publication on primary exchange
🟦 Official Notice
Rights issue, bonus issue, or capital increase
At or before announcement on primary exchange
🟦 Official Notice
Share buy-back or repurchase programme
At or before public announcement
🟦 Official Notice
Conversion, redemption, or maturity of securities
Within 2 business days of announcement or event
🟦 Official Notice
Change in transfer agent, registrar, or depository
Within 3 business days of effectiveness
🟦 Official Notice
Delisting or suspension on primary exchange
Immediately upon notice
🟦 Official Notice
Corporate action requiring adjustment in MERJ registry or settlement systems
≥ 10 business days before record date
🟦 Official Notice
Annexure 3 – Financial and Regulatory Reporting
Disclosure Item
Timing of Notification
Type
Annual audited financial statements
At or before publication on primary exchange
🟦 Official Notice
Interim or quarterly financial reports
At or before publication on primary exchange
🟦 Official Notice
Material announcements or filings on primary exchange
Simultaneously with publication
🟦 Official Notice
Change of auditor or accounting standard
Within 5 business days of announcement
⚪ Private
Regulatory inquiry, direction, or sanction by primary regulator affecting MERJ investors
Immediately upon notification
🟦 Official Notice
Annexure 4 – Exchange-Specific Notifications
Disclosure Item
Timing of Notification
Type
Change in ISIN, CUSIP, or identifier of underlying security
Immediately upon effectiveness
🟦 Official Notice
Change in depository or custodial arrangements impacting settlement
Within 3 business days of effectiveness
🟦 Official Notice
Trading suspension or resumption on primary exchange
Immediately upon notice
🟦 Official Notice
System or operational failure affecting settlement of MERJ-listed instruments
Immediately upon occurrence
🟦 Official Notice
Termination or conversion of secondary listing
Immediately upon decision or notice
🟦 Official Notice
Submission Notes
Where a corresponding disclosure has been published on the primary exchange, the issuer shall provide a direct hyperlink or PDF copy via the MERJ Issuer Portal.
MERJ may request additional documentation to verify the accuracy of notifications affecting registry or settlement operations.
All references to business days refer to Seychelles business days unless otherwise stated.
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