1. Purpose
1.1
These Cancellation of Listing Rules establish the circumstances and procedures under which the listing of a security admitted to the IDSX market may be cancelled.
1.2
The purpose of these Rules is to ensure that cancellation is orderly, transparent and fair, with regard to investor interests, market integrity, security holder rights, orderly market operation, issuer obligations, information available to investors, and legal and regulatory requirements.
1.3
Cancellation is distinct from a temporary trading suspension. A security whose listing is cancelled is no longer admitted to IDSX trading unless subsequently re-admitted under applicable IDSX requirements.
2. Scope
2.1
These Rules apply to issuers whose securities have been admitted to IDSX, securities admitted to listing or trading, voluntary issuer applications for cancellation, and cancellation initiated by IDSX.
2.2
These Rules should be read with the IDSX General Rules, Listing Rules, Ongoing Listing Obligations, Continuous Disclosure Rules, Trading Suspension & Resumption Rules, Digital Securities Rules, Corporate Actions Rules, Market Surveillance Rules, and applicable participant, custody, settlement or wallet eligibility rules.
3. Meaning of Cancellation
3.1
Cancellation of listing means the formal removal of a security from admission to the IDSX market.
3.2
Upon cancellation, the security ceases to be admitted to IDSX trading; IDSX ceases publishing an active market for it; related orders may be cancelled or rejected; it is no longer treated as IDSX-listed; participants must stop representing it as actively listed; and the issuer remains subject to post-cancellation requirements imposed by IDSX.
3.3
Cancellation does not itself extinguish the underlying security, security holder rights or ownership, release pre-cancellation liabilities, or affect rights or obligations under applicable law.
4. Types of Cancellation
A listing may be cancelled at an issuer's request; following a corporate action; on maturity, redemption or expiry; when the issuer ceases to exist; following compulsory acquisition or restructuring; when the security no longer meets IDSX eligibility requirements; after a serious or persistent IDSX Rules breach; where continued listing may materially prejudice investors or market integrity; where orderly trading cannot be maintained; when required by law or a competent authority; or in other circumstances IDSX considers necessary or appropriate for proper market operation.
5. Voluntary Cancellation by an Issuer
5.1–5.2
An issuer may apply to IDSX to cancel its securities' listing and must use the application form required by IDSX.
5.3
The application should include, where applicable: reasons; proposed cancellation date; affected security classes and quantities; affected holder numbers; ownership and public float information; related corporate transactions; post-cancellation investor arrangements and proposed liquidity or exit arrangements; security holder approvals obtained or proposed; confirmation of disclosure of material cancellation information; and any other information IDSX requests.
5.4–5.5
IDSX may require security holder approval. In deciding, it may consider the reason, effect on minority investors, public ownership, an alternative trading venue, practical investor access to liquidity, the transaction circumstances, and any other relevant matter.
6. Security Holder Approval
6.1–6.2
Where required, approval must follow applicable law and IDSX requirements. IDSX may require adequate notice, clear reasons and consequences, disclosure of material conflicts, exclusion of interested voters where appropriate, and a specified approval threshold.
6.3
IDSX may reject a resolution if information was insufficient, the process materially unfair, voting improperly influenced, conflicts inadequately addressed, or cancellation inconsistent with market integrity or investor protection.
7. Notice to the Market
7.1–7.2
An issuer proposing cancellation must publicly announce it as soon as IDSX requires. The announcement should identify the securities, reason, whether cancellation is voluntary or IDSX-initiated, expected last trading and proposed cancellation dates, approval arrangements, investor arrangements before cancellation, and material risks or consequences.
7.3
IDSX may publish a separate market notice.
8. Minimum Notice Period
8.1–8.2
IDSX may require a minimum notice period, determined with regard to investor interests, liquidity, affected investor numbers, settlement, security type, related corporate actions and time reasonably needed for informed decisions.
8.3
IDSX may shorten or waive notice where justified, including maturity or redemption, compulsory acquisition, liquidation or dissolution, legal or regulatory requirements, merger or restructuring, or where continued admission is impracticable.
9. Cancellation Following Maturity, Redemption or Expiry
9.1
If a security matures, is fully redeemed, expires or otherwise ceases to exist, IDSX may cancel its listing without a separate issuer application.
9.2
The issuer remains responsible for required payments, appropriate holder notice, informing the market, final settlement obligations and information IDSX reasonably needs to close the listing.
10. Cancellation Following a Corporate Action
10.1
IDSX may cancel a listing following merger, acquisition, scheme of arrangement, compulsory acquisition, conversion, capital reorganisation, replacement of a security class, liquidation, dissolution or another corporate action that causes the listed security to cease to exist or remain suitable for listing.
10.2
IDSX approval is required for admission of replacement securities.
11. Compulsory Cancellation by IDSX
11.1
IDSX may cancel a listing without issuer request where it considers cancellation necessary or appropriate.
11.2
Circumstances may include serious, repeated or persistent breach; failure to meet ongoing listing requirements; prolonged failure to provide required financial or regulatory information; prolonged suspension; insolvency, liquidation or dissolution; fraud, dishonesty or material misrepresentation connected with the listing; material governance or disclosure deficiencies; unreliable securities register or inability to establish required legal or beneficial ownership; failure of required custody, settlement or digital securities infrastructure; failure of required transfer restrictions; materially insufficient public float or absence of an orderly market; legal or regulatory direction; material prejudice to market integrity; or other circumstances making continued listing inappropriate.
12. Failure to Comply with Continuing Obligations
12.1–12.2
IDSX will not ordinarily cancel solely for an isolated or minor breach that can be promptly corrected. Where appropriate it may first require correction or disclosure, issue a warning, impose conditions, require independent review, suspend trading, restrict activities or take disciplinary action.
12.3
IDSX need not exhaust other measures where immediate cancellation is justified by the seriousness of the circumstances.
13. Prolonged Suspension
13.1–13.2
After an extended trading suspension, IDSX may review whether listing remains appropriate, considering its reasons, prospects of resolution, duration, issuer compliance history and financial position, reliable information, prospects for orderly resumption, investor interests and regulatory considerations.
13.3
If resumption conditions are unlikely to be met within a reasonable period, IDSX may commence cancellation proceedings.
14. Procedural Fairness
14.1–14.4
Unless immediate action is necessary, IDSX should give the issuer written notice that cancellation is under consideration, the reasons and applicable Rules, any remediation required, response deadline and proposed effective date. The issuer should have a reasonable opportunity to respond, provide information, explain mitigation and propose remediation. IDSX will consider material information received.
14.5
Immediate action remains available where delay may materially prejudice investors, create disorder, undermine market integrity, permit materially misleading information to continue, or conflict with law or regulatory requirements.
15. IDSX Decision
15.1–15.2
IDSX may approve cancellation with or without conditions, postpone it, require additional investor protection or disclosure, require further suspension, reject a voluntary request, or initiate compulsory cancellation. It may consider any matter relevant to proper market operation.
16. Conditions of Cancellation
Before cancellation takes effect IDSX may require public disclosure, holder notice, settlement of outstanding transactions, payment of fees, completion of corporate actions, reconciliation of securities records, custody and wallet or transfer arrangements, record preservation, investor communications, alternative liquidity, or another matter reasonably connected with orderly cancellation.
17. Last Trading Date
17.1–17.2
IDSX determines the final trading date and may permit normal trading until then, impose restrictions, limit order types, allow closing-only trading, suspend trading beforehand, or take another measure needed for an orderly market.
17.3
Trades entered before effective suspension or cancellation remain subject to applicable clearing, settlement and recordkeeping requirements.
18. Outstanding Orders
18.1–18.3
IDSX may cancel all outstanding orders on suspension or cancellation. Participants should inform affected clients where appropriate. No new order may be entered after cancellation takes effect unless IDSX specifically authorises it for operational purposes.
19. Outstanding Transactions
19.1–19.3
Cancellation does not automatically cancel earlier executed transactions. They continue to settlement unless IDSX determines otherwise, another IDSX Rule cancels them, or law or regulatory direction prohibits settlement. IDSX may issue settlement instructions.
20. Digital Securities and On-chain Records
20.1–20.4
IDSX cancellation does not itself extinguish a digital representation of the underlying security. IDSX, the issuer and infrastructure providers must determine its treatment, which may include continued recognition as ownership evidence, transfer restriction, migration to another approved environment, conversion, lawful redemption or cancellation of the digital representation, or another IDSX-approved arrangement. Technical actions must remain consistent with legally recognised ownership and securities records.
21. Wallet and Transfer Controls After Cancellation
21.1–21.3
Where wallet eligibility or transfer restrictions apply, IDSX may require them to continue after cancellation. Cancellation does not authorise unrestricted transfers to unidentified or ineligible wallets. The issuer and service providers must keep continuing controls consistent with law and the security terms.
22. Rights of Security Holders
22.1–22.3
Cancellation does not itself remove ownership, voting, dividend, distribution, contractual, constitutional or legal rights. The issuer remains responsible for legally required ownership records. IDSX may require clear investor information on administration of rights after cancellation.
23. Investor Communication
Before cancellation takes effect, an issuer may be required to tell affected investors the reason, final trading and cancellation dates, treatment of securities, future transfers and shareholder communications, dividend and corporate action arrangements, liquidity changes, custody or wallet arrangements, and contact details.
24. Market Data and Historical Records
24.1–24.3
IDSX may remove the security from active trading screens and market lists while retaining historical prices, trades, announcements, listing information, corporate actions, and cancellation date and reason. IDSX may mark it “Listing Cancelled” or use another status.
25. Use of IDSX Name After Cancellation
25.1–25.3
After cancellation the issuer must not represent its securities as still listed or admitted to IDSX trading. Historical references must clearly state that the listing was cancelled. IDSX may require correction of misleading status statements.
26. Outstanding Fees and Obligations
26.1–26.2
Cancellation does not release outstanding fees or reporting duties, liability for prior breaches, disciplinary proceedings, investor claims, recordkeeping duties, or obligations intended to survive. IDSX may continue investigating pre-cancellation conduct.
27. Record Retention
27.1–27.2
The issuer and relevant participants must retain records for periods required by law, regulation and IDSX Rules. Records may include ownership, transaction, wallet, KYC/KYB, announcement, financial, voting, corporate action and investor communication records.
28. Review of a Cancellation Decision
28.1–28.4
Where IDSX Rules permit, an issuer may seek review of compulsory cancellation within the specified period, identifying the decision and grounds and providing supporting information. Review does not automatically stay the decision. IDSX may confirm, vary, postpone or revoke it.
29. Regulatory Cooperation
29.1–29.2
IDSX may provide cancellation information to a competent authority where law permits or requires. It may act in response to a lawful regulatory direction, court order, insolvency process, sanctions requirement or other legal obligation.
30. Emergency Cancellation
30.1–30.2
IDSX may cancel immediately or on shortened notice where urgent action is reasonably necessary, including where the issuer or security no longer legally exists, continued listing is unlawful, investors face serious risk, there is evidence of material fraud or market abuse, ownership records are materially unreliable, safe settlement is impossible, required transfer controls have materially failed, or a competent authority requires immediate action.
31. Re-admission After Cancellation
31.1–31.4
A cancelled security has no automatic right to re-admission. A new application may be required and must meet listing requirements then in force. IDSX may consider the circumstances of the previous cancellation.
32. IDSX Discretion
32.1–32.2
IDSX applies these Rules with regard to investor protection, fair and orderly markets, market integrity, the security and issuer circumstances, applicable law and proper market functioning. It may impose additional requirements reasonably needed for circumstances not expressly covered.
Amendment of These Rules
IDSX may amend these Rules under its applicable governance, regulatory and rule-change arrangements.
Interpretation
“Cancellation” means formal removal of a security from admission to the IDSX market. “Cancellation Date” is when cancellation takes effect. “Issuer” is an entity whose securities are admitted to the IDSX market. “Listed Security” is a security admitted to IDSX listing or trading. “Security Holder” is a person recognised as having a legal or beneficial interest, as applicable. “Suspension” is a temporary interruption of trading without cancellation. “IDSX Rules” are rules, procedures, standards and requirements issued or adopted by IDSX from time to time.
General Principle
Cancellation should provide investors reasonable certainty, protect market integrity and support an orderly transition from listed to unlisted status. IDSX will seek to ensure cancellation is not used to avoid disclosure, enforcement, investor protection obligations or liabilities arising while securities were admitted to the IDSX market.