Admission of Certain International Securities and Recognized Mutual Funds

I. GENERAL PROVISIONS

Art. 1 Purpose and Applicability

This Directive governs the admission, maintenance, and cancellation of qualifying international securities and recognized mutual funds without involvement of the issuer pursuant to clauses 7(5) and 7(6) of the Securities Act, 2007 (“Securities Act”).
It establishes the following -
1. the sponsorship framework;
2. the listing and compliance obligations for sponsoring securities firms;
3. the admission, reporting, and exit procedures for securities admitted pursuant to this Directive.

Art. 2 Definitions

Qualifying International Securities are securities listed on a recognized securities exchange meeting the requirements of Art. 7 of this Directive.
Sponsoring Securities Firm is a recognized representative (LR70) with additional responsibilities prescribed in this Directive.

Art. 3 Listing Committee

The Listing Committee decides on the decides on applications of securities to trading pursuant to this Directive.
The decision of the Listing Committee is final and there is no right to Appeal.

Art. 4 Monitoring and Enforcement

MERJ Regulation oversees compliance by sponsoring securities firms and may impose sanctions, including withdrawals of recognition.

II. SPONSORING SECURITIES FIRM OBLIGATIONS

Art. 5 Sponsoring Securities Firm

A Sponsoring Securities Firm (SSF) is responsible for all of the following:
1. Applying for admission of a recognized mutual fund or qualifying international security;
2. Maintaining compliance with MERJ’s rules and regulatory obligations;
3. Facilitating issuance and redemption of Depository Interests over the underlying securities;
4. Providing ongoing disclosures in line with the Annex to this Directive;
5. Ensuring market liquidity, either directly or through an Authorized Participant (AP) in the case of a recognized mutual fund;
6. Updating the Issuer Information Portal with key investor disclosures.
Failure to meet these obligations will trigger the escalation and delisting process in Section 6.

III. LISTING

Art. 6 Principle

Recognized mutual funds and qualifying international securities meeting the conditions of this Section III are deemed to meet the requirements of Section II of the Listing Rules.

Art. 7 Method of Listing

Securities admitted pursuant to this Directive may only be admitted by introduction and in the form of Depository Securities (Section IX of the Listing Rules) issued over the underlying securities.

Art. 8 Limits on Qualifying International Securities

The securities admitted pursuant to this Directive may not exceed 10% of the issuer’s outstanding issued securities of the class of underlying securities. The issuer of underlying securities must apply for a secondary listing to exceed this limit.

Art. 9 Fast-Track Listing Process for Recognized Mutual Funds

A recognized mutual fund may be admitted through a fast-track process if it:
1. Is authorized and regulated in a recognized jurisdiction.
2. Has a publicly available prospectus or equivalent offering document.
3. Is presented by a MERJ-approved SSF, which assumes full compliance responsibility.
4. Is restricted to the investor type for which the fund has regulatory approval.
5. Settlement of the securities or Depository Securities issued over them must be possible through MERJ CLEAR.
The fast-track process allows for:
1. Reduced documentation requirements, relying primarily on the existing fund prospectus;
2. Expedited review timelines; and
3. Simplified investor disclosures, focusing on MERJ-specific differences.
MERJ reserves the right to reject any application for any reason, in particular where the application does not meet investor protection or market integrity standards.

Art. 10 Qualifying International Securities

A qualifying international security may be admitted through a fast-track process if it meets the following criteria:
1. Maintains a primary listing on a recognized exchange, subject to regulatory oversight.
2. Has a publicly available prospectus or equivalent investor document.
3. Meets financial reporting requirements equivalent to MERJ requirements for the last three years.
4. Is centrally cleared through a clearing agency in the market of the primary listing exchange.
5. Settlement of the securities or Depository Securities issued over them must be possible through MERJ CLEAR.
The fast-track process allows for:
1. Reduced documentation requirements, relying primarily on the existing reporting pursuant to the regulatory framework of the primary listing exchange;
2. Expedited review timelines;
3. Simplified investor disclosures, focusing on MERJ-specific differences.
MERJ may impose additional conditions to ensure investor protection and proper market function.

IV. LISTING PARTICULARS

Art. 11 Principle

Pursuant to LR27, the sponsoring securities firm may present a product summary including supplementary information relevant to the MERJ investors and the admission to trading on MERJ.

Art. 12 Qualifying International Securities

Pursuant to LR31 a) ii., in place of the Listing Particulars the sponsoring securities firm may provide a supplementary information in the form of a product summary with the following information:


Underlying Security
Symbol
Name
Security
Description
GICS Code (Sector)
GICS Code (Industry)
Primary Exchange
ISIN
Info Website¹
Instrument Details
Issuer
Security
Form
Key Terms²
ISIN
Transmutation Ratio
Minimum Lot
Lot Size
Trading Hours

Notes:

“Info Website” in the “Underlying Security” section should be a URL to the Investor Relations website of the underlying issuer or failing this a link to a financial site where information on the underlying issuer and disclosures is available to the public (e.g. Yahoo Finance, Market Watch or similar).
“Key Terms” in the “Instrument Details” section must include a description, or a URL link to a URL to a web page that includes a description, of the material terms and rights associated with the Depository Securities including, at a minimum –
1. whether voting/non-voting;
2. rights to dividends or similar; and
3. whether exchangeable for the underlying.

Art. 13 Recognized Mutual Funds

The listing particulars of a recognized mutual fund may be in the form of a product summary containing at least the following information:


Fund Name
Fiund Type
Description
Security Type
ISIN
Info Website (1)
Fees (2)
NAV Frequency
Instrument Details
Issuer
Security
Form
Key Terms (3)
ISIN
Transmutation Ratio
Minimum Lot
Lot Size
Subscription/Redemption Frequency
Trading Hours (if applicable)

Notes:

(1) Provide URL to a publicly available URL containing the prospectus (or equivalent document) and financial statements of the fund.

(2) Must cover annual fees, performance fees, issuance/redemption fees and any other similar fees that impact the investor and performance of the investment. MERJ specific fees will be covered separately in the fee schedule.

(3) Must include a description, or a URL link to a URL to a web page that includes a description, of the material terms and rights associated with the Depository Securities including, at a minimum –

a. whether voting/non-voting;

b. rights to dividends or similar; and

c. whether exchangeable for the underlying.

V. CONTINUING OBLIGATIONS

Art. 15 Principle

The underlying issuer or recognized mutual fund is regulated in a recognized jurisdiction and required to make ongoing disclosures pursuant to the rules of the recognized exchange and/or applicable law. Accordingly, the continuing obligations in Section III of the Listing Rules are not applicable to securities admitted pursuant to this Directive except as provided in this Section V.

Art. 16 Regular Reporting Requirements

The sponsoring securities firm must provide a contact person responsible for the obligations for maintaining the admission to trading.
The sponsoring securities firm must report important facts and information as prescribed in the Annex to this Directive.
The report must be submitted as soon as the sponsoring securities firm has the detailed information required by but no later than the timeframes specified in the Annex.
The information must be sent by means of an Official Notice by email to notice@merj.exchange

Art. 17 MERJ Information Portal

The sponsoring securities firm must maintain the accuracy of information published in the MERJ Issuer Information Portal.
Published information must be updated without delay as soon as the sponsoring securities firm has the detailed information required.
In particular, the sponsoring securities firm must update the NAV on each NAV calculation day.

Art. 18 Publication of Information by MERJ

MERJ Exchange may publish submitted information on its website.

VI. MARKET INTEGRITY AND TRADING RULES

Art. 19 Ensuring Fair and Orderly Markets

To ensure fair and orderly markets:
1. MERJ may require an SSF to engage a market maker for sufficient liquidity.
2. All listed securities remain subject to MERJ’s Market Rules, including anti-manipulation measures.
SSF remains responsible for ensuring continuous liquidity and orderly trading.

VII. Suspension and Cancellation of Admission to Trading

This section applies in lieu of Section IV of the Listing Rules.

Art. 20 Suspension of Trading

Trading in a Qualifying International Security will be suspended if the security is suspended on the recognized exchange where the underlying security is traded will resume when resumed on that exchange.
Trading in any security admitted pursuant to this Directive may be suspended at any time to protect market integrity or investors such as when there is a lack of liquidity or inadequate investor disclosures.

Art. 21 Application to Cancel Admission to Trading (Voluntary)

The sponsoring securities firm may request cancellation with a minimum of 20 business days' notice unless exceptional circumstances require a shorter period.
Securities must have ordinarily been traded for at least one year before cancellation unless the conditions for the admission to trading relating to the underlying securities are no longer fulfilled.

Art. 22 Cancellation of Admission to Trading (Involuntary)

The Listing Committee may cancel admission to trading of securities admitted to trading pursuant to this Directive at any time at its own discretion.
In particular, securities admitted to trading may be cancelled in an of the following circumstances:
1. insufficient trading volumes;
2. conditions for the admission to trading are no longer fulfilled;
3. failure to maintain market maker obligations; or
4. a SSF fails to meet its obligations.

Art. 23 Cancellation Decision

The decision to cancel an admission to trading pursuant to this Directive lies solely with the Listing Committee which may decide on the point in time that a cancellation to admission to trading will be announced as well as the last trading day in such cases.
The interests of investors, orderly trading and the sponsoring investment firm will be weighed and considered in making the decision.
A decision to cancel a listing must be announced at least 20 business days prior to the cancellation unless extraordinary circumstances require a shorter notice period.

VIII. OTHER PROVISIONS

Art. 24 Disclaimer

MERJ Exchange does not assume liability for errors or omissions in information provided by sponsoring securities firms. MERJ Exchange assumes no liability for any loss arising from a violation of the obligations of the sponsoring securities firm.

IX. FINAL PROVISIONS

Art. 25 Entry Into Force

This Directive enters into force on 1 February 2025.

Art. 26 Transitional Provisions

This Directive replaces the “fast-track securities” framework previously published in the Listing Rules.

X. ANNEX - REGULAR REPORTING REQUIREMENTS

1. Qualifying International Securities


Disclosure	Deadline
change of name of issuer (change of company name)	no later than 10.00 a.m. UCT+4 on the last exchange day prior to the date of exchange modification/ex-date
change of Seychelles security number	no later than 10.00 a.m. UCT+4 on the last exchange day prior to the date of exchange modification/ex-date
change of ISIN;	no later than three exchange days prior to the date of exchange modification/ex-date
change of ticker symbol;	no later than 10.00 a.m. UCT+4 on the last exchange day prior to the date of exchange modification/ex-date
change of currency (trading currency);	no later than three exchange days prior to the date of exchange modification/ex-date
dividend payments (including date of ex-dividend trading);	no later than 10.00 a.m. UCT+4 on the last exchange day prior to the date of exchange modification/ex-date
issuance of rights (including date of ex-rights trading, payment date);	no later than 10.00 a.m. UCT+4 on the last exchange day prior to the date of exchange modification/ex-date
share splits (including ex-date and ratio);	no later than three exchange days prior to the date of exchange modification/ex-date
capital reduction or increase (including ex-date and extent);	no later than 10.00 a.m. UCT+4 on the last exchange day prior to the date of exchange modification/ex-date
conversion of the equity securities admitted to trading into another type of equity security (ex-date and extent);	no later than three exchange days prior to the date of exchange modification/ex-date
buy-backs via put options of equity securities admitted to trading (including ex-date);	no later than 10.00 a.m. UCT+4 on the last exchange day prior to the date of exchange modification/ex-date
restructuring: merger or spin-off;	no later than three exchange days prior to the date of exchange modification/ex-date
temporary suspension of trading at the place of primary listing or suspension of primary listing;	immediately upon receipt of information
cancellation of primary listing.	no later than three exchange days prior to the date of exchange modification/ex-date

2. Recognized Mutual Funds


Disclosure	Deadline
withdrawal of approval or sale authorization by the FSA;	immediately upon receipt of information
change of name of mutual fund or issuer (change of company name)	no later than 10.00 a.m. UCT+4 on the last exchange day prior to the date of exchange modification/ex-date
change of ISIN;	no later than three exchange days prior to the date of exchange modification/ex-date
dividend payments (including date of ex-dividend trading);	no later than 10.00 a.m. UCT+4 on the last exchange day prior to the date of exchange modification/ex-date
merger of the mutual fund;	no later than three exchange days prior to the date of exchange modification/ex-date
temporary suspension of the issue and/or redemption units in the mutual fund (reason and duration)	immediately upon receipt of information
other major changes to the investment fund contract, fee changes, as well as events, that are relevant to the investor.	immediately upon receipt of information