Ad Hoc Disclosure Obligations
Ad Hoc Disclosure Obligations
I. GENERAL PROVISIONS
Art. 1 Purpose
This Directive lays out the requirements and information to be provided pursuant to the obligation of issuers to disclose potentially price-sensitive facts (ad hoc disclosure pursuant to LR52) to ensure the public is provided with true, clear, and complete information on significant events relating to the activities of the issuer.
Art. 2 Scope of Applicability
- This Directive applies to all issuers with a registered office situated in Seychelles that have securities listed on MERJ Exchange.
- This Directive also applies to foreign issuers that have a primary listing on MERJ Exchange.
- For the sake of clarity, this Directive does NOT apply to foreign issuers that have a primary listing on a recognized overseas securities exchange. In such cases, the issuer must maintain compliance with the reporting requirements of the recognized overseas securities exchange.
II. PRICE-SENSITIVE FACTS
Art. 3 Relevance
- Price-sensitive facts are deemed relevant where the event(s) to which they relate is price-sensitive (i.e., a “qualifying event”) and capable of affecting the investment decision of an average investor.
- A fact is considered price-sensitive if it can trigger a price change considerably greater than usual price fluctuations.
- Determination of a fact's potential to trigger a significant price change is case-specific.
III. DISCLOSURE MODALITIES
Art. 4 Time of Disclosure
- Potentially price-sensitive facts must be disclosed as soon as the issuer has knowledge of the main points (LR52(b)).
- Delayed disclosures permitted under LR53 must be promptly released when circumstances permit.
Art. 5 Principle of Equal Treatment
The public must be notified to ensure all market participants have equal opportunity to be informed. Selective notification violates this principle.
Art. 6 Form and Distribution
Notices must be distributed to:
- The issuer’s website;
- MERJ Regulatory News Services (i.e. for publication on the MERJ website at a minimum)’
- For foreign issuers, a newspaper of significance in the issuer’s home country or a suitable news distribution service; and
- Interested parties upon request.
Art. 7 E-mail Distribution
- Issuers must provide a free email notification service for price-sensitive notices.
- Registration links for the service must be shared with MERJ Regulation.
Art. 8 Issuer's Website
- Published notices must be simultaneously available on the issuer’s website and retained for at least two years.
- The directory path must be communicated to MERJ Regulation.
Art. 9 Responsibility
- Issuers may fulfill disclosure obligations themselves or through third parties.
- If relying on a third party, responsibility for compliance and simultaneous distribution remains with the issuer.
Art. 10 Critical Trading Hours
Notices should ideally be published 90 minutes before trading starts or after trading closes.
Art. 11 Simultaneous Notification
- Notices must be sent to MERJ Regulation at least when made public.
- If published during trading hours or less than 90 minutes before, notices must be sent to MERJ Regulation at least 90 minutes before publication.
IV. CONTENT OF THE AD HOC ANNOUNCEMENT
Art. 12 Title and Content
- The disclosure must clearly include the price-sensitive fact in the title.
- The content of the publication contain all material information related to the price-sensitive fact, be clear and formulated in a way that a reasonable market participant can form an opinion as to the significance of the content.
Art. 13 Languages
Notices must be in at least English.
See also:
- MERJ Regulatory News Service Guidelines
V. POSTPONEMENT OF DISCLOSURE
Art. 14 Principle
Postponement of publication of a price-sensitive fact is subject to LR53 b).
Art. 15 Information Leaks
- If a price-sensitive fact leaks or the issuer can no longer guarantee its confidentiality, the issuer must immediately contact MERJ Regulation to notify them and the price-sensitive fact must be disclosed immediately in accordance with LR53 even if publication was scheduled for later and even if publication would be during trading hours.
- The ad hoc announcement must be sent to MERJ Regulation by email before publication.
VI. SUSPENSION OF TRADING
Art. 16 Purpose
Trading may be suspended in exceptional circumstances to maintain fair and orderly trading.
Art. 17 Upon Request by the Issuer
- Issuers must apply to MERJ Regulation for suspension, stating reasons, at least 90 minutes before the intended time.
- MERJ Regulation decides the duration of suspension.
- If denied, price-sensitive facts must be disclosed at least 90 minutes before trading starts or after it closes.
Art. 18 Without Request by the Issuer
MERJ Regulation may suspend trading at its discretion to ensure orderly trading.
VII. SANCTIONS
Art. 19 Imposing Sanctions
MERJ Regulation may impose sanctions for non-compliance with the Listing Rules or this Directive, in line with Section VI of the Listing Rules.
VIII. FINAL PROVISIONS
Art. 20 Entry Into Force
This Directive enters into force on 1 March 2025.