post listing requirements

Significant transactions

When a DEM company makes a significant transaction, it must immediately notify the SEM and issue a press release, disclosing the information specified by Schedule Five.

Related party transactions

This rule applies to any transaction whatsoever with a related party which exceeds 10% in any of the class tests (see Schedule Four).

A DEM company must notify the SEM without delay and issue a press release as soon as the terms of a transaction with a related party are agreed disclosing:

• the information specified by Schedule Five;
• the name of the related party concerned and the nature and extent of their interests in the transaction; and
• a statement that with the exception of any director who is involved in the transaction as a related party, its directors consider that the terms of the transaction are fair and reasonable insofar as its shareholders are concerned.

Cash companies

A DEM company which becomes a cash company will be suspended and will be given a period of six months from the date of its suspension in which to take the necessary steps to cease to be a cash company. If at the end of the six month period, the company remains a cash company, its admission will normally be cancelled.

Interim (quarterly) fianancial statements

A DEM company must prepare interim (quarterly) financial statements according to IFRS, which must be filed with the SEM as soon as possible but not later than 45 days after the end of each relevant period.

To file its interim (quarterly) financial statements, a DEM company must send both a hard copy (signed) and a soft copy (by e-mail) of its interim (quarterly) financial statements to the Listing Division of the SEM at latest on the next day after its approval by or on behalf of the board.

Annual financial statements

A DEM company must publish annual financial statements prepared in accordance with IFRS and audited according to ISA, which must be filed with the SEM as soon as possible but not later than 14 days before the date of the DEM company’s annual meeting of shareholders nor more than 90 days after its balance sheet date. The DEM company shall supply the SEM with a soft copy (by e-mail) of its annual financial statements (if available).These financial statements must disclose any transaction with a related party, whether or not previously disclosed under these rules.

Insiders' interests and changes in insiders' interests

Any interest or change in the interests of an insider or associates of an insider, which has been advised to the DEM company under the Securities Act 2005, must be notified to the SEM before the end of the day following the day of receipt of the relevant notice by the DEM company.

Restriction on deals

A DEM company must ensure that its directors and applicable employees do not deal in any of its DEM securities during a close period.

This rule will not apply, however, where such individuals have entered into a binding commitment prior to the DEM company being in such a close period:

• where it was not reasonably foreseeable at the time such commitment was made that a close period was likely and
• provided that the commitment was notified at the time it was made.

The SEM may permit a director or applicable employee of a DEM company to sell its DEM securities during a close period to alleviate severe personal hardship.