MIR-1.1.2
The CBB defines the
1. Promoting and underwriting securities or financing investments therein;
2. Participating in incorporating of securities companies or increasing the capitals thereof.
3. Forming and managing securities portfolios.
4. Depositing, clearance and settlement of securities .
5. Brokering in securities transactions.
6.Providing advisory services related to securities .
7. Any other regulated activities as approved by the Central Bank."
For the purpose of this Module, the abovementioned
"advising on corporate finance" means giving advice:(a) to any entity concerning compliance with or in respect of laws or regulatory requirements (including thelisting rules of asecurities exchange) relating to the raising of funds by any entity;(b) to theperson making an offer or invitation to the public:(i) to subscribe for or purchasesecurities ; or(ii) to sell or otherwise dispose ofsecurities , concerning that offer or invitation; or(c) concerning the arrangement, reconstruction, merger or takeover of a corporation or any of its assets or liabilities.
"agreement" includes arrangement;
"dealing insecurities " means (whether as principal or agent) making or offering to make with anyperson , or inducing or attempting to induce anyperson to enter into or to offer to enter into any agreement for or with a view to acquiring, disposing of, subscribing for, or underwritingsecurities ;
"Portfolio management" means undertaking on behalf of aclient (whether on a discretionary authority granted by the customer or otherwise):(a) the management of a portfolio ofsecurities or futures contracts; or(b) foreign exchange trading or leveraged foreign exchange trading for the purpose of managing theclient 's funds;
"offer" or "offering" includes invitation;
"on a margin basis", means financial institutions entering into the contract or arrangement referred to therein by providing to the investor or his agent money,securities , property or other collateral which represents only a part of the value of the contract or arrangement to be entered into by him;
"providing depositing, clearance and settlement ofsecurities " means providing or agreeing to provide any service where theperson providing the service has, under an arrangement with anotherperson (theclient ), possession or control ofsecurities of theclient and carries out one or more of the following functions for theclient :(a) settlement of transactions relating to thesecurities ;(b) collecting or distributing dividends or other pecuniary benefits derived from ownership or possession of thesecurities ;(c) paying tax or other costs associated with thesecurities ;(d) exercising rights, including without limitation voting rights, attached to or derived from thesecurities ;(e) any other function necessary or incidental to the safeguarding or administration of thesecurities , but does not include:-(i) theregulated activities of a corporation which is a depository, as defined in Article (94) of the Law;(ii) the provision ofregulated activities to a related corporation or associatedperson , so long as none of thesecurities is:-(A) held on trust for anotherperson by the related corporation or associatedperson ;(B) held as a result of any custodialregulated activities undertaken by the related corporation or associatedperson to anotherperson ; or(C) beneficially owned by anyperson other than the related corporation or associatedperson ;(iii) the provision ofregulated activities by a nominee corporation which are solely incidental to the business of a nominee corporation; or(iv) any other conduct as the CBB may prescribe;
"securities financing" means to directly or indirectly facilitate, by providing any credit facility, advance or loan:(a) the subscription forsecurities or purchase of listed or to be listed on asecurities exchange or such othersecurities as the CBB may prescribe; and(b) where applicable, the continued holding of thosesecurities , whether or not thosesecurities are pledged as security for the credit facility, advance or loan, but does not include the provision of any credit facility, advance or loan:-(i) that forms part of an arrangement to underwrite or sub-underwritesecurities ;(ii) to facilitate an acquisition ofsecurities in accordance with the terms of a prospectus, to offersecurities ;(iii) to alicensed member undertakingregulated activities to deal insecurities or providesecurities financing, or a financial institution, to facilitate acquisitions or holdings ofsecurities ;(iv) by a listed company to itsdirector s or employees to facilitate acquisitions or holdings'of its ownsecurities ;(v) by a member of a group of listed companies to another member of the group to facilitate acquisitions or holdings ofsecurities by that other member; or(vi) by an individual to a company in which he holds 10% or more of its issued share capital to facilitate acquisitions or holdings ofsecurities ;
"trading in futures contracts" means (whether as principal or agent):-(a) making or offering to make with anyperson , or inducing or attempting to induce anyperson to enter into or to offer to enter into any agreement for or with a view to the purchase or sale of a futures contract; or(b) soliciting or accepting any order for, or otherwise dealing in, a futures contract.
Adopted January 2010