Issued by virtue of the provisions of Article 72 of the Securities Law No. 76 of 2002
by the decision of the board of commissioners of Jordan Securities Commission No (149/2004)
and amended by the decisions of the board of commissioners No (257/2005),No (41/2006),No (196/2006),No (45/2011) and No (214/2011)
These Directives shall be called the “Directives for Listing Securities on the Amman Stock Exchange for the year 2004”. They shall enter into effect as of July 1 st , 2004.
Whenever they appear in these Directives, the following words and expressions shall have the meanings assigned to them hereunder, unless otherwise indicated by context:
JSC : Jordan Securities Commission.
ASE : Amman Stock Exchange.
Board of Directors : The Board of Directors of the ASE.
CEO : The Chief Executive Officer of the ASE.
Listing : registering a security on ASE records so that it becomes tradable.
Secondary Market : The market through which issued securities are traded in accordance with the provisions of Laws, regulations and directives in force.
First Market : That part of the Secondary Market through which trading takes place in securities that are governed by special listing requirements, in accordance with these Directives.
Second Market : That part of the Secondary Market through which trading takes place in securities that are governed by special listing requirements, in accordance with these Directives.
Bonds Market : That part of the Secondary Market through which trading takes place in bonds that are listed on the ASE.
Funds Market : That part of the Secondary Market through which trading takes place in investment funds’ shares or investment units that are listed on the ASE.
Right Issues’ Market : That part of the secondary market through which right issues listed on the Stock Exchange are traded.
Company : A public shareholding company.
Net Shareholder Equity : Paid-in capital, legal reserve, voluntary reserve, issuance premium and any other reserves, after adding the retained earnings, dividends and any change in the fair value (if it is positive) or subtracting any accumulated losses, the issuance discount, treasury shares and any change in the fair value (if it is negative).
Relatives : Spouses and under-age offspring.
Mother Company : The company that has financial and administrative control over another company or companies, by way of owning more than half of its capital, and/or that has control over the composition of its board of directors, and this includes a holding company.
Subsidiary : A company that falls under the control of a Mother Company.
Affiliate Company : A company that controls another company, or that is controlled by the other company, or that shares with it the fact that they are both jointly controlled by another company.
Free float : The number of company shares that are available for trading. For the purposes of these Directives, the following shares shall not be deemed available for trading:
1.Shares owned by the company Board of directors members or their relatives.
2.Shares owned by the Mother, Subsidiary or Affiliate Companies.
3.Shares owned by shareholders who own 5% or more of the Company capital.
4.Shares owned by governments and public institutions.
5.Shares owned by the same company (treasury shares).
Investment Fund : A closed end investment fund.
Issuer : A legal person that issues securities or announces its wish to do so.
Any security can be listed in the ASE once it is verified that:
1.The relevant securities are registered with the JSC.
2.The relevant securities are deposited with the Securities Depositary Center (SDC).
3.There are no restrictions on the transfer of ownership of relevant securities.
4.There is an audit Committee at the Issuer, in the sense used in the Securities Law in force.
5.The Issuer has signed the Listing Agreement with the ASE, which determines the rights and obligations of the two parties in relation to listing of securities.
The Issuer must file the listing application for the entire issuance along with all of the required documents, as per the standard form made for this purpose
A- Subject to the provisions of sub-paragraph (B) of this Article, a Company that applies for listing of its shares on the Second Market must have acquired the right to commence its operations.
B- A Company that files for listing its shares on the Second Market must provide the ASE with the following statements and information:
1.A report issued by the company’s board of directors that includes the following:
◦A summary about the company’s foundation and its major objectives, as well as its relationship with other companies, be it mother, subsidiary or affiliate (if any).
◦A description of the securities issued by the company and those that the company wishes to have listed.
◦The board of directors’ evaluation, supported with figures and statistics, of the company’s performance, the level at which it stands and accomplishments achieved, for comparison against the set plan of action.
◦Significant occurrences to the Company or those impacting it between the date of its establishment and the date of submission of the listing request.
◦The names of the large owners of securities issued by the Company and the number of securities owned by each of them where such constitutes (5%) or more of the issued securities.
◦The company’s future plan for the next three years.
◦Names of the members of its board of directors, and names and positions of the top executive personnel, any securities owned by any of them or any of their relatives, and the membership of any of them in any board of directors of other companies.
◦A list of the names of the company’s shareholders, the number of shares owned by each of them, and the percentage of non-Jordanian shareholding in the company.
2.The Company’s Articles of Association, Charter and Prospectus (if any).
3.The company’s Annual Report for the last fiscal year (if any), which includes the board of directors’ report, the company’s financial statements and the company auditors’ report.
4.Transitory financial statements reviewed by the Company’s auditor covering the period from end of the fiscal year preceding the date of the listing application till the end of the last quarter preceding the date of the listing application (if any).
5.Any other information that the ASE deems necessary to take its listing decision.C- The Stock Exchange shall provide the Securities Commission with a copy of the documents mentioned in Item (B) above.
D- The issuing company whose securities are approved for listing by the Stock Exchange shall declare its annual and interim fiscal data and a summary of the board of directors’ report that was submitted for the purpose of listing, as indicated in Item (B) of these instructions. The company shall make the declaration at least three days prior to the start of trading.
E- For the purposes of these Directives, financial statements include the following:
3.Cash Flow Statement.
4.Stockholders Equity Statement.
5.Necessary notes or clarifications to said statements.
The shares of a Company shall be listed on the Second Market once they fulfill all the terms and conditions mentioned in Articles 3, 4 and 5 of these Directives.
Company shares are transferred to the First Market if the following conditions are fulfilled:
To be listed for a full year at least on the Second Market.
The Company’s Net Shareholders’ Equity must not be less than 100% of the paid-in capital.
The Company must make net pre-tax profits for at least two fiscal years out of the last three years preceding the transfer of listing.
The Company’s (Free Float) to the subscribed shares ratio by the end of its fiscal year must not be less than
5% if its paid-in capital is 50 million Jordanian Dinars or more.
10% if its paid-in capital is less than 50 million Jordanian Dinars.
The number of Company shareholders must not be less than 100 by the end of its fiscal year.
The minimum days of trading in the Company shares must not be less than 20% of overall trading days over the last twelve months, and at least 10% of the Free Float shares must have been traded in during the same period.
The listing of a Company’s shares shall be transferred from the first market to the Second Market in any of the following cases:
If the Net Shareholders’ Equity decreased to less than 75% of the paid-in capital.
If the Company accounts show losses in the last three fiscal years.
If the Company’s Free Float ratio shares drop to less than the minimum set in Article 7 (D) of these Directives by the end of its fiscal year.
If the number of Company shareholders drops to less than 75 by the end of its fiscal year.
If the days of trading on Company shares over the last twelve months drop to less than the minimum set in Article 7 (F) of these Directives.
If the percentage of traded Free Float drops during the last twelve months to less than the minimum set in Article 7 (F) of these Directives by the end of its fiscal year.
Subject to the provisions of Article 23 of these Directives, the listing of a Company’s shares shall be transferred from the Second Market to the First Market, and form the First Market to the Second Market, once during the year, upon the provision of the financial statements to the ASE.
A Company’s financial statements shall be approved as they stand at the end of its fiscal year to ascertain that the provisions and cases mentioned in Article 7 (B) & (C), and Article 8 (A) & (B) of these Directives are met.
The phrase “the last twelve months” referred to in Article 7 (F) and Article 8 (E) & (F) of these Directives means the twelve months that constitute the Company’s fiscal year.
Any period of suspension of company shares shall be deducted when the ratios set in Article 7 (F) and Article 8 (E) & (F) of these Directives are calculated.
A- Capital-increase shares of a Company resulting from the addition of voluntary reserve, accrued retained earnings and/or issue premium shall be listed once all issuance procedures are completed, and the issued shares are distributed to their owners.
B- Right issues shall be listed and de-listed according to the provisions of the Trading in Right Issues Directives in force at the ASE.
Subject to the provisions of Article (10) herein, a company listed at the Stock Exchange shall be committed to submit an application to list the shares of its capital increase whose procedures have already been completed by the company. This application must be submitted within five working days as from completion of those procedures. These shares shall be listed after submitting the listing application and having the company completed all procedures required for the Stock Exchange.
The listing of Company shares on the ASE shall be suspended in all cases determined by the JSC.
The listing of Company shares on the ASE shall be suspended in any of the following cases:
1.Issuance of a decision by the General Assembly of a Company approving a reduction in the Company’s capital, as of the date of notification of the ASE of the decision to reduce the capital, until the procedures of capital reduction are over and the letters of approval by the concerned official authorities are issued, except the companies which do that by purchasing shares issued by them from the market(1).
2.Merger of the companies as of the date of notification of the ASE of the decision of merger which approved by the Minister of Industry and Trade(2).
3.Any contingency that substantially affects the sound trading in securities or the financial position of the Company, until the procedures of disclosure to the community of traders are completed. If suspension is for a period of no more than two days, this shall be by virtue of a decision from the CEO, if it is for more than two days, this shall be by virtue of a resolution by the Board of Directors.
4.Upon the request of the board of directors of the listed Company with a clarification of the reasons for said request. This shall be by virtue of a resolution by the Board of Directors and for the period it deems appropriate.
5.Interruption of normal business of the Company for a period exceeding three months without clarification of the reasons for said interruption. This shall be by virtue of a resolution by the Board of Directors and for the period it deems appropriate.
6.Issuance of a General Assembly resolution to have a voluntary liquidation of the Company.
7.Submittal of a statement of action before a competent court for the compulsory liquidation of the Company.
Listing of Company shares shall be suspended on the date of the General Assembly meeting of the Company.
The Board of Directors may suspend the Company shares in the event that the financial statements for two consecutive fiscal years are not provided to the ASE.
A listed Company must file an application to have its shares re-listed on the ASE within one month of the completion of the procedures of capital reduction and must provide the required statements and information to the ASE.
A listed merged Company must file an application to have its shares re-listed on the ASE within one month of the completion of the procedures of merger and must provide the required statements and information to the ASE.
Any security on the ASE can be suspended if so required under the legislation in force, upon a justified cause by the Issuer, or in any of the cases deemed necessary by the ASE to protect investor interests.
Trading shall resume on a Company shares once the reasons of suspension cease to exist, by virtue of a decision issued by the same party which issued the decision of suspension.
Listed shares of a Company shall be de-listed in the event a final decision is passed to liquidate and wind off the Company or if its legal status changes by a decision of board of directors.
Company shares shall be de-listed upon the fulfillment of delisting conditions.
Companies listed on the ASE shall undertake to provide the ASE with the reports, statements and information stated hereunder:
1.The Company’s annual report which includes the board report, the financial statements and the auditors’ report, within three months at the most of the end of its fiscal year.
2.Bi-annual report with a comparison with the same period of the previous fiscal year, including the financial statements reviewed by the Company auditors, within one month of the end of its bi-annual fiscal year.
3.Any information or decisions passed by it which would affect the price of securities issued by it, upon their occurrence or adoption.
4.The agenda of its general assembly meetings one week ahead of the set date for said meetings.
5.Decisions passed by the Company’s general assembly, prior to the start of the trading session, on the next working day following the date of the meeting.
6.A report indicating the Company’s Free Float and the details of their calculations, and a report showing the number of Company shareholders as they stand on the dates determined by these Directives, at the same time of providing the ASE with the Company’s annual report.
7.Any other information or statements deemed necessary by the ASE.A Company listed on the First Market must provide the ASE with a quarterly report reviewed by its auditors and compared with the same period of the previous fiscal year, within one month of the end of the relevant quarter.
Issuers of securities listed on the ASE shall settle all their fees and due payments to the ASE when said fees and payments are due.
Any Issuing company of corporate bonds listed on the ASE shall provide the ASE with the reports, information and statements referred to in sub-paragraph (A) of this Article.
Any Issuer of securities listed on the ASE must abide by the provisions of these Directives as well as by any decisions passed by the ASE in this respect.
Subject to the provisions of sub-paragraphs (B) & (C) of this Article, the provisions of these Directives shall apply to private shareholding companies in the event their shares are listed on the ASE upon their request.
The shares of private shareholding company shall be listed on the Second Market once they obtain their registration certificate and the constitutional general assembly meeting is held whereby the company board and auditors are elected.
To list the shares of a private shareholding company on the First Market, its paid-in capital must not be less than five hundred thousand Jordanian Dinars.
Bonds issued by the Government of the Hashemite Kingdom of Jordan or any public institutions or municipalities shall be listed on the Bonds Market, following filing and approval of the listing application.
A Company that wishes to list its issued corporate bonds on the Bonds Market must file a listing application upon the termination of issuing procedures.
A Company that applies for listing its issued corporate bonds must provide the ASE with the following statements and information:
1.The Company’s annual report for the last fiscal year (if any), inclusive of the board report, the financial statements and the Company auditors’ report.
2.The Company’s financial statements, reviewed by its auditors, covering the period from the beginning of the fiscal year till the end of the quarter preceding the date of the listing application.
3.Names of the members of its board of directors, names and titles of the top executive personnel, securities owned by any of them or their relatives, and the membership of any of them in the board of directors of any other public shareholding company.
4.If the corporate bonds subject of the listing application are convertible to shares, the Company must add to those statements and information required under this Article, a statement which includes the names of shareholders, the number of shares owned by each of them and the percentage of non-Jordanian shareholders, as well as the names of those shareholders who own 5% or more of the Company shares.
5.Any other information or statements that the ASE deems necessary to take its listing decision.The provisions of this Article apply to corporate bonds issued by private shareholding companies.
Bonds listed on the ASE shall be de-listed on the date of their maturity or redemption, or prior to that, in accordance with the legislation in force.
Any Investment Fund that wishes to list its issued shares or investment units on the Funds Market must file a listing application, after obtaining a Registration Certificate from the JSC and completing all procedures before the latter.
The Charter, Prospectus, JSC Registration Certificate, available financial statements, any information ,and statements requested by the ASE shall be attached to the listing application.
The Investment Fund whose shares or investment units are listed on the ASE shall be bound to provide the ASE with the same information and statements it provides to the JSC in accordance with the legislation in force.
The Investment Fund shall be de-listed in the event that a decision of liquidation is passed, its term expires, or its status changes.
A non-Jordanian Investment Fund shall file a listing application for its shares or investment units to the ASE, subsequent to its registration with the JSC. The following conditions must be met for the shares or investment units of the Investment Fund to be listed:
1.The nominal value of the Fund’s shares or investment units or the value of its assets must not be less than 5 million Jordanian Dinars.
2.The Fund’s shares or investment units must be owned by at least 100 persons.
3.The Fund must be listed on a non-Jordanian Stock Exchange for two years. The Fund must furnish a certified document from the supervisory body in its country of origin, indicating the latter’s approval of listing the Fund on the ASE.The Board of Directors may exempt the non-Jordanian Investment Fund of the conditions referred to in sub-paragraph A (1&2) of this Article, if it is convinced that there would be reasonable trading on the Fund’s shares or investment units.
The listing application shall be annexed to the Fund’s Charter, the Prospectus, the Letter of Registration at the JSC and any other information or statements requested by the ASE.
Subject to the terms and conditions of listing cited in these Directives and applied to Jordanian securities, the listing of non-Jordanian securities, save for Investment Funds, must be for those securities that have been listed on a non Jordanian stock exchange for at least two years.
The Board of Directors may list securities issued in foreign currency, and these securities shall be priced according to the provisions of the Trading Directives in force at the ASE.
If an Issuer listed on the ASE breaches any of the provisions of these Directives and any decisions passed in respect thereof, the Board of Directors, upon the recommendation of the CEO, can impose one or more of the following sanctions:
A fine of not less than one hundred and not more than five thousand Jordanian Dinars.
Transferring the listing of the Issuer’s shares from the First to the Second Market.
Suspension of securities issued by it.
De-listing of securities issued by it.
The Board of Directors shall be entitled to list the shares arising from the privatization of public shareholding companies, and those resulting from the conversion of limited liability companies, limited partnerships in shares or private shareholding companies to public shareholding companies, as well as shares of non-Jordanian public shareholding companies on the First Market, even if they do not fulfill the listing requirements of the said Market, on the condition that the ASE is provided with the statements and information it requests.
The provisions of Article 8 of these Directives apply to Companies referred to in sub-paragraph (A) of this Article, after the elapse of one full year of their listing on the ASE.
Securities that are traded on the ASE at the time of enforcement of these Directives shall be transferred to the First and Second Markets according to the listing requirements of each Market
The latest financial statements available on a Company at the time of entry into force of these Directives shall be used for the purposes of transfer thereof listing to the First and Second Markets.
For the purposes of defining the market to be listed on at the time of entry into force of these Directives, Companies which are traded on ASE whose paid-in capital equals 50 (fifty) million Jordanian Dinars or more, shall be exempted from the provisions of Article 7 (F) of these Directives.
For the purposes of defining the market to be listed on at the time of entry into force of these Directives, Companies that are traded on the ASE shall be exempted from the provisions of Article 7 (A) of these Directives.
The suspension of any security at the ASE shall entail stopping any trading on said security as of the date of suspension, until it is re-listed on the ASE.
The Board of Directors shall deal with any event that is not stipulated for in these Directives and shall make the necessary decisions thereon.
The CEO shall take all the necessary decisions to implement the provisions of these Directives, unless otherwise stipulated for.
Directives for Listing of Securities on the Amman Stock Exchange/Securities Market for the year 2000 shall be repealed.