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 Amman Stock Exchange of 2004 as adopted by the decision of the Board of Commissioners of Jordan Securities Commission No. 295/2012 dated 4.7.2012.   

 

Directives for Listing Securities on

Amman Stock Exchange

 

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 Amman Stock Exchange of 2004 as adopted

by the decision of the Board of Commissioners of Jordan Securities

Commission No. 295/2012 dated 4.7.2012.

 

Article 1.    These directives shall be called Directives for Listing Securities on Amman Stock Exchange for the year 2012 and they shall come into force as of 1.10.2012.

 

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

JSC:	Jordan Securities Commission.
ASE:	Amman Stock Exchange.
Board of Directors:	Board of Directors of ASE.
CEO:	Chief Executive Officer of ASE.
Listing:	Registering a security on 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 securities governed by special listing requirements according to these Directives.
Second Market:	That part of the Secondary Market through which trading takes place in securities governed by special listing requirements according to these Directives.
Third Market:	That part of the Secondary Market through which trading takes place in securities governed by special listing requirements according to these Directives.
Bonds Market:	That part of the Secondary Market through which trading takes place in bonds listed on ASE.
Funds Market:	That part of the Secondary Market through which trading takes place in investment funds' shares or investment units listed on ASE.
Rights Issues Market:	That part of the Secondary Market through which trading takes place in rights issues listed on ASE.
Company:	A public shareholding company.
Net Shareholders' Equity:	Paid-in capital, legal reserve, voluntary reserve, issuance premium and any other reserves, to which shall be added to the retained earnings, dividends and the change in the fair value (if it is positive) or from which shall be subtracted by the accumulated losses, issuance discount, treasury shares and the change in the fair value (if it is negative).
Relatives:	Spouses and under-age children.
Parent 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 parent 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 parent company.
Free Float:	The number of company shares that are available for trading. For the purposes  of these Directives, the following shares 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 Parent, Subsidiary or Affiliate companies. 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.

Article 3.    Any security shall be listed on ASE after verifying that:

 

1.  The securities in question are registered with JSC.

2.  The securities in question are deposited with the Securities Depository Center (SDC).

3.  There are no restrictions on the transfer of the securities in question.

4.  There is an audit committee at the issuer, in the sense intended in the Securities Law in force.

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

 

Article 4.    The issuer shall submit the listing application of the entire subscribed shares attaching thereto all the documents  required according to the form  prepared for this purpose.

 

Article 5.    ASE shall distribute the companies listed thereon to three markets according to the conditions set by these Directives.

 

Article 6.   

A.  Subject to the provisions of paragraph (B) of this Article, a company that applies for listing its shares on the Second Market must have acquired the right to commence its business since at least a year.

B.  A company that applies for listing its   shares on the Second Market shall provide ASE with the following  statements and information:

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 objectives and its relationship with other companies, be it's parent, 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 board of directors' evaluation, supported with figures, of the company's performance, the  stage it arrived at, the achievements it realized and the comparison of the same with the set plan.

d.  The  significant events experienced by or affecting 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 board of directors, and names and positions of the top executive administrators, and the securities owned by any of them or their relatives, and the membership of any of them on the boards of directors of other companies.

h.  A list of the names of the company's shareholders, the number of shares owned by each of them, and the percentage of non-Jordanian shareholding in the company.   

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

3.  The company's annual report for the last financial year (if any), which includes the 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 financial 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.  Any other information that ASE deems necessary for taking the listing decision.  

C.  ASE shall provide JSC with a copy of the documents mentioned in item (B) above.

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

E.  For the purposes of these Directives, the financial statements shall include:  

1.  Balance sheet.

2.  Profit and loss account.

3.  Cash flow statement.

4.  Statement of changes in shareholders' equity.

5.  The necessary explanatory notes on these statements.

 

Article 7.    The shares of the company shall be listed on the Second Market after fulfillment of all the conditions and requirements mentioned in Articles 3, 4, and 6 of these Directives.

 

Article 8.    The listing of the company's shares shall be transferred from the Third Market to the Second Market if the following conditions are fulfilled:

A.  A full year at least shall have elapsed during which its shares were listed on the Third Market.

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

C.  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 9.    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.   A full year at least shall have elapsed during which its shares were listed 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  realized net pre-tax profits in two financial years at least within the last three years preceding the listing transfer, provided the company's average 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 in the company to the number of the subscribed shares on the end of its financial year shall not be less than (10%) if its paid-in capital is less than (50) million Jordanian Dinars, excluding such companies whose paid-in capital equals or exceeds (50) million Jordanian Dinars.

E.    The number of the company's shareholders on the end of its financial 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 10. 

A.   Subject to the provisions of Article (25) of these Directives, the transfer of the listing of the company's shares from one market to the other shall take place once during the year after ASE is provided with the company's financial statements.

B.   The company's financial statements shall be acknowledged as they are at the end of its financial year to ensure the satisfaction of the conditions set by these Directives.   

 

Article 11. The company shall be transferred from one market to the other in case the company contravenes anyone of the conditions of the market whereon it is listed, or in cases determined by JSC.

 

Article 12.

A.   The shares of the increase in the company's capital 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 completion of the issuance procedures and distribution of the issued shares to their owners.

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

 

Article 13.  Subject to Article (10) of these Directives, the company listed on ASE shall commit itself to apply for listing the shares of the increase in its capital the issuing procedures of which have been completed by it, within five working days from the completion of those procedures. Such shares shall be listed after submitting the application for listing and completion of all the necessary procedures at ASE by the company.

 

Article 14.

A.  The listing of the company's shares shall be suspended in all cases determined by JSC.

B.  The listing of the company's shares listed on ASE shall be suspended in any of the following cases:

1.  In the case of companies that wish to reduce their capital, as of the working day following the date on which ASE is notified of the Minister of Industry and Trade's decision approving the reduction of capital and till all the procedures at JSC and the Securities Depository Center (SDC) have been completed, excluding such companies that perform this by purchasing the shares issued by them through the market.

2.  In the case of merger of companies, as of the date at which ASE is notified of the merger decision approved by the Minister of Industry and Trade.

3.  In the case of any contingency that substantially affects the sound dealing in securities 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.  At the request of the board of directors of the listed company indicating the justifications thereof. The suspension shall be by a resolution from the Board of Directors and for the period it deems appropriate.

5.  Interruption of the normal activity of the company for a period exceeding three months without indicating the reasons justifying such interruption. The suspension shall be by a resolution from the Board of Directors and for the period it deems appropriate.

6.  Issuance of a resolution from the company's general assembly to voluntarily liquidate it.

7.  When ASE is informed of the submission of an application for obligatory liquidation by a statement of claim to court.     

C.  The listing of the company's shares shall be suspended on the date of the meeting of the company's general assembly.

D.  The Board of Directors may suspend the listing of the company's shares in the case of failure to provide ASE with the company's audited financial statements for two consecutive financial years.

E.  The company listed on ASE shall commit itself to apply for re-trading its shares after completion of the procedures for reduction of its capital at JSC and the Securities Depository Center (SDC), within five working days from the completion of those procedures.

F.  The merging company listed on ASE must apply for re-listing its shares on ASE within five working days from the completion of the merger procedures, and it must provide ASE with the statements and information it requires.

G.  The listing of any security on ASE shall be suspended if this is required by any legislation in force or upon a justified reason from the issuer or in the cases deemed necessary by ASE to protect the investors' interests.  

 

Article 15.  The trading of the company's shares shall be resumed after disappearance of the reasons for the suspension, according to a decision from the party that issued the suspension decision.

 

Article 16. The listing of a company's shares on ASE shall be cancelled by a decision from the Board of Directors in the following cases:  

A.  In case its legal status is changed.

B.  When ASE is notified of the court's decision to refer the company to obligatory liquidation.

C.  When ASE is notified of the voluntary liquidation decision passed by the company's extraordinary general assembly.

D.  The continued suspension of their trading for a period exceeding two years.

 

Article 17.

A.  The  company listed on ASE shall commit itself to provide ASE with the reports, statements and information indicated below:

1.  The company's annual report which includes the 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 financial year.

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

3.  A quarterly report compared with the same period of the preceding financial year and including the company's financial statements reviewed by the company's auditor, within one month from the date of the end of the quarter in question.

4.  The information and decisions issued by it which might affect the prices of the securities issued by it as soon as they occur or are adopted.

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

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

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

8.  Any information or statements deemed necessary by ASE.    

B.  The company listed on ASE shall commit itself to follow up and coordinate with the General Controller of Companies for the purpose of informing ASE of the decisions of voluntary liquidation, obligatory liquidation and reduction of capital.

C.  The parties issuing the securities listed on ASE shall commit themselves to pay all the fees and charges due from them to ASE on the due date of such fees and charges.

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

E.  The party issuing the securities listed on ASE shall comply with the provisions of theses Directives and any decisions passed by ASE in this respect.          

 

Article 18.  The bonds issued by the Government of The Hashemite Kingdom of Jordan or any of the public institutions or municipalities shall be listed on the Bonds Market after submission and approval of the application for listing.

 

Article 19.

A.  The company that wishes to list the corporate bonds issued by it on the Bonds Market must apply for listing such bonds after completion of the issuing procedures.

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

1.  The company's annual report for the last financial year (if any), which includes the 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 financial year until the end of the quarter preceding the date of the application for listing.

3.  The names of the members of the 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 on the boards of directors of other public shareholding companies.

4.  If the bonds to be listed are convertible to shares, the company shall, in addition to the statements and information required in this Article, submit a list including the names of the company's shareholders, the number of shares owned by each of them and the shareholding ratio of non-Jordanians in the company, as well as 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 ASE for taking the listing decision.  

 

Article 20. The listing of the bonds listed on ASE shall be delisted on their maturity or redemption date or before that date, according to any legislation in force.

 

Article 21.

A.   The investment fund that wishes to list the shares or investment units issued by it on the Funds Market must apply for listing the same after obtaining the certificate of registration with JSC and completion of all the procedures there.

B.   The listing application shall have as attachments thereto the articles of association of the investment fund, the prospectus of its shares or its investment  units, the certificate of its registration with JSC, the available financial statements and any information or statements required by ASE.

C.   The investment fund whose shares or investment units are listed on ASE shall commit itself to provide ASE with the statements and information it provides to JSC according to the legislations in force.

D.   The investment fund shall be delisted in case a decision is passed that liquidates it, ends its term or changes its status.   

 

Article 22.

A.  The non-Jordanian investment fund shall submit the application for listing its shares or investment units to ASE after its registration with JSC,  and the following conditions must be satisfied in order that the investment fund's shares or investment units will  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.  Two years must have elapsed with the fund listed on a non-Jordanian stock exchange, and the fund shall submit a certified document from the party under whose control the fund is in the country of origin to the effect that it approves the listing of such fund on ASE. 

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

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

 

Article 23.

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

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

 

Article 24. If the issuer of the securities listed on ASE violates any of the provisions of these Directives and any decisions passed in respect thereof, the Board of Directors may, upon the recommendation of the CEO, impose thereon one or more of the following sanctions:   

1.  Warning.

2.  A fine of 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 to the Second or Third Market and from the Second to the Third Market.

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

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

Article 25.

A.   The Board of Directors shall be entitled to list the shares of public shareholding companies resulting from privatization operations and public shareholding companies resulting from the transfer of limited liability companies, or limited partnerships or private shareholding companies and non-Jordanian public shareholding companies on the First Market notwithstanding the fact that they do not fulfill the conditions and requirements of listing on such Market, provided ASE shall be provided with the statements and information it requires.

B.   The provisions of Article (11) of these Directives shall apply to the companies mentioned in paragraph (A) of this Article after they have been listed for one full year on ASE.  

 

Article 26.

A.   The companies' securities listed on ASE when these Directives take effect shall be transferred to the First, Second and Third Markets according to the listing requirements of each Market.

B.   The audited financial statements of the last financial year of the company when these Directives take effect shall be acknowledged for the purposes of transferring them to the First, Second or Third Markets. In case they are not provided to ASE the company's shares shall be listed on the Third Market.

 

Article 27. The suspension of the listing of any security on ASE shall entail the stopping of trading in such security from the date of the suspension till its end.

 

Article 28. The Board of Directors shall tackle any case not provided for in these Directives and shall take the necessary decisions in respect thereof.       

 

Article 29. The CEO shall take all the decisions and actions necessary to implement the provisions of these Directives, unless it is stipulated otherwise.

 

Article 30. The Directives for Listing Securities on Amman Stock Exchange for the year 2004 shall be repeale.