1. Purpose
These Rules govern corporate actions affecting IDSX securities. They seek proper authorisation, timely market communication, fair and consistent administration, accurate entitlements, coordination with trading, settlement and custody, accurate Digital Security processing and orderly markets.
2. Application
Apply to admitted Issuers and, as relevant, dividends, interest, distributions, splits, consolidations, bonus and rights issues, new issues, buybacks, redemptions, conversions, tenders, mergers, acquisitions, schemes, spin-offs, votes, rights changes, migrations and other events affecting holders.
3. Issuer Responsibility
The Issuer ensures every action is validly authorised, lawful, consistent with constitutional and security terms and IDSX Rules, accurately disclosed and properly implemented. Outsourcing to a Sponsor, transfer agent, Custodian or provider does not remove responsibility.
4. Corporate Action Notification
Promptly notify IDSX of proposed actions affecting price, quantity, rights, settlement, trading, token supply, ownership records, voting, distributions or market operations, sufficiently in advance for orderly processing.
5. Required Information
Notices should provide type and affected security; relevant, record, ex-, payment and effective dates; entitlement conditions; ratios and calculations; investor action; fractions and restricted-account treatment; Digital Security, tax and other material terms.
6. IDSX Review
IDSX may review actions and require information, clarification, timetable revisions, Sponsor confirmation, legal documents, technical tests, settlement arrangements or other orderly-market measures.
7. Record Date
Identify the Record Date, time ownership is determined, authoritative ownership record and any special eligibility requirements.
8. Authoritative Ownership Record
Determine entitlements using the legally authoritative record, including statutory or securities register, transfer-agent or nominee register, custody sub-register, legally recognised blockchain or other approved record.
9. Ex-Date
IDSX may set or approve an Ex-Date, after which purchasers may no longer receive the benefit, considering settlement cycle, Record Date, action type and operations.
10. Payment Date
For payments or distributions, specify a Payment Date and maintain arrangements for accurate and timely payment.
11. Effective Date
Specify the effective date for changes to legal or economic characteristics, such as splits, consolidations, conversions, redemptions, mergers, migrations and rights changes.
12. Timetable Changes
Promptly notify IDSX of timetable changes and disclose changes materially affecting investors or trading.
13. Dividends
Disclose, as applicable, amount per security, currency, Record and Ex-Dates, Payment Date, eligibility, relevant tax information and payment form.
14. Cash Dividends
Cash may be paid by bank transfer, Broker/Custodian account, approved payment system, approved digital settlement asset or other lawful method. Disclose material methods.
15. Digital Asset Distributions
Disclose asset type, ratio, relevant valuation, wallet requirements, settlement, restrictions, risks and fallback arrangements.
16. Interest Payments
Administer debt interest/coupons under security terms and provide rate, accrual period, Record and Payment Dates, currency, day count and default/delay treatment as relevant.
17. Stock Splits
Disclose the ratio and accurately adjust securities, proportional rights, trading and settlement systems and, where applicable, token supply.
18. Share Consolidations
Specify ratio, fractional treatment, Record and Effective Dates, resulting quantity and any trading-unit or price-display change.
19. Fractional Entitlements
Determine and fairly apply disclosed fraction treatment: cash, rounding, aggregation and sale, lawful fractional units or another method.
20. Bonus Issues
Disclose entitlement ratio, eligible holders, Record Date, issue date, resulting quantity and fractional treatment.
21. Rights Issues
Disclose entitlement ratio, subscription price, Record Date, opening/closing dates, transferability, oversubscription, unexercised-rights treatment and settlement timetable.
22. Rights Eligibility
Disclose legal or offering restrictions and treatment of holders unable to participate.
23. Tradable Rights
For admitted rights, IDSX may set trading dates, identifier, settlement, wallet, price-control and expiry procedures.
24. New Security Issues
Additional issues must comply with Listing and disclosure Rules, approvals, Sponsor and applicable Underwriter and Digital Securities Rules, and Applicable Law.
25. Dilution
Clearly disclose securities to be issued and existing, maximum dilution, price, purpose and impact on holders.
26. Share Buybacks
Disclose material maximum quantity/value, method, duration, pricing, authority, and treatment, including cancellation or treasury holding.
27. Buyback Conduct
Do not use buybacks to create a false or misleading market. Issuers and executing Brokers must follow Market Conduct Rules.
28. Treasury Securities
Keep accurate records distinguishing treasury securities from public holdings.
29. Cancellation Following Buyback
On cancellation, update the legal register and IDSX records, reduce outstanding supply and burn or cancel corresponding Digital Tokens where applicable.
30. Redemptions
Administer under security terms and disclose price, eligibility, notice, redemption date, payment and treatment of redeemed securities.
31. Mandatory Redemptions
Apply consistently to all affected holders unless security terms provide otherwise.
32. Optional Redemptions
Give clear election steps, deadline, documentation, settlement and wallet/custody requirements and consequences of not electing.
33. Convertible Securities
Disclose ratio, price, adjustments, period, optional or mandatory character, resulting security, relevant Record Date and fraction treatment.
34. Conversion Implementation
Cancel or reclassify original securities, issue new securities, update ownership, adjust token supply where relevant and reconcile IDSX records.
35. Tender Offers
Specify offeror, securities, price, opening/closing, conditions, acceptance, proration and settlement timetable.
36. Mergers and Acquisitions
Disclose under Continuous Disclosure Rules. Address existing-security treatment, exchange ratio, cash and new securities, cancellation, Record/Effective Dates and holder elections.
37. Scheme of Arrangement
Coordinate disclosure, trading suspension, Record Date, court orders, cancellation and replacement issuance, and settlement with IDSX.
38. Spin-Offs
Disclose separated entity, ratio, Record Date, allocation/valuation, distributed securities, trading and restrictions.
39. Security-Holder Meetings
For approval-required actions, give meeting date, voting eligibility and Record Date, resolutions, proxies, electronic voting and deadline.
40. Voting Rights
Entitlement follows legal security rights. Digital voting must not permit duplicate or unauthorised votes.
41. Blockchain-Based Voting
Where lawful, ensure eligible participation, accurate entitlement, prevention of duplicate voting, auditable votes, appropriate privacy and verifiable results.
42. Proxy Voting
Verify proxy authority and prevent duplicate votes.
43. Changes to Security Rights
Disclose and implement material changes to voting, dividend, redemption, conversion, liquidation, transfer, interest or other rights lawfully.
44. Class Rights
Respect each security class. Obtain separate approvals where class rights are materially affected, as required.
45. Digital Security Corporate Actions
Ensure consistent treatment across Legal Security ↔ Authoritative Securities Register ↔ IDSX Records ↔ Digital Token.
46. Digital Token Supply Adjustment
Adjust token quantity for splits, consolidations, bonus/right exercises, conversions, redemptions, buyback cancellations, mergers and other quantity changes.
47. Minting Following Corporate Action
Mint only against validly issued securities through authorised infrastructure with appropriate reconciliation.
48. Burning Following Corporate Action
Burn, cancel or permanently disable tokens for securities legally cancelled or redeemed.
49. Token Ratio Changes
Clearly disclose any changed Token-to-Security ratio, for example changing from one token per share to ten tokens per share, or another valid structure.
50. Wallet Eligibility
Deliver Digital Security distributions only to eligible wallets. Establish alternatives where a holder’s wallet cannot receive the asset.
51. Wallet Changes Around Record Date
Transfers among approved wallets around a Record Date must not cause duplicate or omitted entitlements or votes, or inconsistent beneficial ownership records.
52. Same Beneficial Owner Transfers
Movement among wallets of one beneficial owner must not create multiple entitlements.
53. Omnibus Holdings
Brokers and Custodians must maintain underlying-owner records to allocate entitlements in omnibus accounts or wallets.
54. Custodian Responsibilities
Custodians must identify eligible holders, process elections, receive and allocate distributions, reconcile positions, keep records and communicate information to Clients.
55. Broker Responsibilities
Brokers responsible for Client relationships must communicate action information and provide reasonable election procedures when Client action is needed.
56. Sponsor Responsibilities
A Sponsor may assist with terms, disclosure, timetable, compliance, approval needs and IDSX communications. The Issuer remains responsible.
57. Underwriter Involvement
Underwriter Rules apply when an action involves a rights issue, capital raising, placement, tender or other underwritten transaction.
58. Market Maker Adjustments
IDSX may adjust Market Maker reference prices, quote size, spreads, open orders and post-action trading arrangements.
59. Open Orders
IDSX may cancel or adjust open orders before effectiveness to prevent economically inappropriate orders remaining in the market.
60. Reference Price Adjustment
IDSX may designate adjusted reference prices after splits, consolidations, rights issues, special dividends, capital returns or other value-changing events.
61. Trading Suspension
IDSX may suspend trading to safely implement identifier changes, contract replacement, ownership reconciliation, merger allocation, complex conversion or otherwise maintain order.
62. Resumption of Trading
Trading may resume when IDSX is satisfied processing is sufficiently complete, terms clear, records accurate, systems ready and the market informed.
63. Security Identifier Changes
IDSX may assign a new ticker, symbol, ISIN, contract address, Digital Security identifier or other identifier where appropriate.
64. Smart Contract Changes
Corporate-action contract changes must follow Digital Securities Rules; material changes may need technical review/audit, investor notice, IDSX approval and migration steps.
65. Token Migration
Provide a migration plan covering snapshot, eligibility, old-token treatment, new tokens, wallet compatibility, custody, settlement, reconciliation and investor communications.
66. Snapshot
A blockchain snapshot is an operational tool and does not displace the legal ownership record unless law permits.
67. Blockchain Forks
A fork is not automatically a corporate action. Determine material Digital Security treatment under Digital Securities Rules.
68. Tax Information
The Issuer may provide general tax information. IDSX gives no individual tax advice; investors determine their tax obligations.
69. Withholding Taxes
The Issuer or paying agent must apply required withholding under Applicable Law.
70. Investor Classification
Actions may restrict new securities to eligible jurisdictions, wholesale, professional, qualified or other eligible investors.
71. Restricted Investors
For holders legally unable to receive entitlements, establish and disclose an appropriate cash alternative, sale, nominee, lawful exclusion or other treatment.
72. Sanctions
Do not distribute in breach of sanctions. Freeze or otherwise handle affected entitlements under Applicable Law.
73. Suspended Accounts
Trading suspension/restriction does not itself extinguish legal entitlement. The Broker, Custodian or Issuer must determine lawful treatment.
74. Frozen Wallets
A frozen wallet may remain entitled unless law or security terms provide otherwise; delivery may be restricted pending resolution.
75. Lost Keys
Key loss alone does not extinguish corporate-action rights where legal ownership can otherwise be established.
76. Disputed Ownership
Pending resolution, preserve disputed proceeds through withholding, escrow, Custodian holding, suspension or another appropriate method.
77. Failed Corporate Action Processing
Promptly investigate incorrect, duplicate or omitted entitlement, wrong supply or Record-Date balance, incorrect wallet transfer and settlement failure.
78. Correction
Where lawful and operationally possible, correct promptly through supplemental payment, recovery, token burn/reissue, register correction, forced transfer or another remedy.
79. Investor Notification of Errors
For material investor impact, explain the error, affected holders, correction, timetable and required investor action.
80. Material Errors and Continuous Disclosure
A material processing failure may itself be Material Information under Continuous Disclosure Rules.
81. Corporate Action Reconciliation
After completion, reconcile opening and eligible holdings, entitlements, distributions, resulting securities and supply, payments, cancellations and final ownership.
82. Final Confirmation
IDSX may require confirmation that a material action completed successfully.
83. Corporate Action Records
Keep approvals, board/holder resolutions, notices, calculations, payments, elections, reconciliations, mint/burn data, register updates and IDSX communications.
84. Record Retention
Retain corporate-action records for periods required by law and IDSX Rules.
85. Market Announcements
Make material announcements through IDSX disclosure. Other channels may supplement or follow formal disclosure.
86. Clear Communication
Communications must be accurate, clear, sufficiently complete, non-misleading, consistent across material channels and understandable to affected investors.
87. Investor Instructions
Where action is needed, explain options, deadline, default, election method, consequences of inaction and settlement.
88. Default Elections
Clearly disclose default treatment for holders who do not elect.
89. Extension of Deadlines
Promptly notify IDSX and affected holders of deadline extensions.
90. Cancellation of Corporate Action
Promptly notify IDSX and the market if an action is cancelled, explaining investor and transaction effects.
91. Emergency Corporate Actions
IDSX may permit an accelerated process in exceptional insolvency, regulatory, court, cyber, Digital Security exploit or other urgent circumstances.
92. Court and Regulatory Orders
Comply with court orders and regulatory directions; binding orders prevail over ordinary operations where they conflict.
93. Cross-Border Corporate Actions
For foreign Issuers, ensure validity under governing law, clear rights, IDSX compliance and managed cross-border restrictions.
94. Different Market Timetables
For multi-market securities, coordinate timetables where practicable.
95. Dual-Listed Securities
Avoid inconsistent holder treatment solely due to venue unless legal or operational differences require it.
96. IDSX Directions
IDSX may set timetable, Record/Ex-Dates, price adjustments, entitlement processing, Digital Security procedures, templates, technical and reporting requirements.
97. Waivers
IDSX may lawfully waive or modify requirements, subject to conditions.
98. Breach
Breaches include failure to notify, inaccurate entitlements, unauthorised minting, stale records, misleading disclosure, rights violations, improper treatment, failure to reconcile or non-cooperation.
99. Enforcement
IDSX may require correction, disclosure, trading suspension or delayed resumption, independent reconciliation, enhanced supervision, enforcement referral or other permitted action.
100. Relationship with Other IDSX Rules
Read with General, Listing, Continuous Disclosure, Digital Securities, Sponsor, Broker, Trading, Market Maker, KYC / AML and Enforcement Rules.
101. Interpretation
General Rules definitions apply unless stated otherwise. Securities include Digital Securities where appropriate.
102. Amendments
IDSX may amend these Rules for changes in law, regulation, market practice, settlement infrastructure, Digital Securities or operational experience.
103. Effective Date
These Rules take effect on the date determined and published by IDSX.
IDSX · Corporate Actions Rules — Version 1.0