Adgm Companies Regulations Part 36a

Part 36A - Investment Companies

Article 1068A - Application and interpretation, powers of the Board

Without limiting the generality of subsection (2) below, the provisions of this Part are additional to any other legislation which may apply to the incorporation, operation, or winding up of an investment company.
Except as far as otherwise provided by this Part, any provision of any Rules made by the Financial Services Regulator relating to Collective Investment Funds, or any other enactment, the provisions of these Regulations shall apply in their entirety to investment companies.
The Board shall have authority from time to time to make, issue, amend and rescind such Rules as are necessary or appropriate in relation to the incorporation, operation or winding up of investment companies.

Article 1068B - Formation of investment companies

(1) A company is an investment company if its articles provide that it is an investment company, and it has been established for the purpose of collective investment and, if applicable, the management of the collective investment it holds.

(2) An investment company may be either a public or private company and may take the form of -

(a) a company limited by shares, or
(b) a cell company (or a cell of a cell company).

(3) An investment company cannot be a restricted scope company and a restricted scope company cannot be or become an investment company.

Article 1068C - Names of investment companies

The name of an investment company must include the words ‘Close-Ended Investment Company’ or the abbreviation ‘CEIC’, if it is a closed-ended investment company, or must include the words ‘Open-Ended Investment Company’ or the abbreviation ‘OEIC’ if it is an open-ended investment company.
A company that is registered with a name that includes the words ‘Close-Ended Investment Company’ ‘Open-Ended Investment Company’ or the abbreviations ‘CEIC’ or OEIC may, in setting out or using its name for any purpose under these Regulations, do so in full or in abbreviation form, as it determines.

Article 1068D - Directors

(1) Sections 144 and 145 of these Regulations shall not apply to investment companies.

(2) An investment company must have at least one director.

(3) The directors of an investment company must be fit and proper persons to act as such.

(4) If an investment company has only one director, that director must be a body corporate which is an Authorised Person and which holds the Financial Services Permission in the Abu Dhabi Global Market or in a in a jurisdiction acceptable to the Financial Services Regulator authorising it to carry on the Regulated Activity of Managing a Collective Investment Fund.

(5) If an investment company has two or more directors, they must ensure that, at all times, either:

(a) there is appointed to the investment company, an entity which holds the Financial Services Permission in the Abu Dhabi Global Market, or in a jurisdiction acceptable to the Financial Services Regulator, authorising it to carry on the Regulated Activity of Managing a Collective Investment Fund; or
(b) the investment company holds a Financial Services Permission authorising it to carry on the Regulated Activity of Managing a Collective Investment Fund.

Article 1068E - Statutory pre‐emption rights

Sections 519 to 537 of these Regulations shall not apply to investment companies.

Article 1068F - Issue and allotment of shares

Sections 508 to 512 of these Regulations shall not apply to investment companies.
The directors of an investment company may exercise any power of the investment company to‐

(a) allot shares in the investment company; or

(b) grant rights to subscribe for or to convert any security into shares in the investment company,

to the extent permitted by the investment company’s articles.

The articles of an investment company may contain provision as to share transfers in respect of any matter for which provision is not made in these Regulations or any other enactment.

Article 1068H - Redemptions

Sections 623 to 628 of these Regulations shall not apply to investment companies.
The directors of an investment company may exercise any power of the investment company to‐

(a) issue shares that are redeemable at the option of the investment company or the shareholder; and

(b) determine the terms, conditions and manner of the redemption of such shares, to the extent permitted by the investment company’s articles.
Any redemption of shares of an investment company is also subject to the provisions of any Rules made by the Financial Services Regulator regarding Collective Investment Funds.
No closed‐ended investment company shall purchase any shares of any class of which it is the issuer except by a market purchase on a Recognised Investment Exchange or such other open market as the Financial Services Regulator may prescribe.

Article 1068I - Definitions relevant to this Part

In this Part‐

“body corporate” means any body corporate, including limited liability partnership and a body corporate constituted under the law of a country or territory outside of the Abu Dhabi Global Market,

“cell” has the meaning given in section 1068 of these Regulations,

“cell company” has the meaning given in section 1068 of these Regulations,

“incorporated cell company” means a company to which section 1047(1) of these Regulations applies,

“investment company” means an open or closed ended company established for the sole purpose of collective investment (and any such cell of such company) which is incorporated under these Regulations,

“limited liability partnership” means a partnership incorporated under the Limited Liability Partnership Regulations 2015 or under the law of a country, jurisdiction or territory outside the Abu Dhabi Global Market,

“market purchase” has the meaning given to it in section 632(4) of these Regulations,

“partnership” means any partnership, including a partnership constituted under the law of a country, jurisdiction or territory outside the Abu Dhabi Global Market, but not including a limited liability partnership, and

“protected cell company” means a company to which section 1047(2) of these Regulations applies.