Regular Reporting Obligations - Secondary Listings
Derivative Regular Reporting Obligations for Secondary Listings
Last updated: 10 February 2026•v1
Regular Reporting Obligations - 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.