PURPOSE
This Approved Jurisdictions List identifies jurisdictions from which an issuer may, in principle, apply for admission of its equity securities to the proposed International Digital Securities Exchange (“IDSX”).
Inclusion of a jurisdiction on this List means that IDSX considers issuers incorporated or established in that jurisdiction potentially eligible to enter the IDSX admission process, subject to the Jurisdiction Admission Framework, the Listing Rules and all other applicable IDSX Rules.
Inclusion on this List does not constitute: (a) automatic approval of any issuer; (b) approval of any securities offering, listing or distribution; (c) confirmation that an issuer may lawfully offer securities to investors in every jurisdiction; (d) confirmation that Digital Securities may be offered, transferred, held or settled in every jurisdiction; (e) approval, endorsement or recognition by any governmental or regulatory authority; or (f) a legal opinion regarding the laws of any jurisdiction.
APPROVED JURISDICTIONS
Subject to the requirements of this document and the Jurisdiction Admission Framework, IDSX may accept applications from issuers incorporated or established in the following jurisdictions:
- New Zealand
- Australia
- Hong Kong Special Administrative Region
- Singapore
- Japan
- United Kingdom
- Switzerland
- Luxembourg
- France
- Jersey
- Abu Dhabi Global Market (ADGM)
EFFECT OF APPROVED STATUS
An issuer incorporated or established in an Approved Jurisdiction may apply to IDSX for admission.
Approved Jurisdiction status means only that the jurisdiction has been accepted by IDSX as a jurisdiction from which issuer applications may be considered.
It does not remove or reduce any requirement applicable to the individual issuer. Every issuer remains subject to an issuer-specific assessment.
ISSUER-SPECIFIC LEGAL REVIEW
Before securities of an issuer from an Approved Jurisdiction may be admitted to IDSX, IDSX must be satisfied that the proposed admission is legally and operationally capable of being implemented.
IDSX may require the issuer and its Sponsor to provide legal opinions, confirmations or other evidence addressing matters including: (a) the issuer’s valid incorporation, existence and legal capacity; (b) the lawful creation and issuance of the securities; (c) the legal nature of the securities as genuine equity interests in the issuer; (d) the rights attaching to the securities; (e) recognition of shareholders and beneficial owners under the law governing the issuer; (f) the maintenance of the legally recognised shareholder or securities register; (g) the relationship between the legally recognised securities register and any Digital Securities record maintained using distributed-ledger technology; (h) the enforceability of shareholder rights, including voting rights, dividend rights and rights to participate in corporate actions; (i) restrictions on ownership, transfer or acquisition of the securities; (j) foreign ownership restrictions; (k) securities offering, financial promotion or solicitation requirements; (l) requirements relating to offers or distributions outside the issuer’s home jurisdiction; (m) exchange control, capital control or similar restrictions; (n) withholding tax or other material tax-related restrictions relevant to distributions; (o) insolvency, reconstruction and shareholder enforcement arrangements; (p) regulatory approvals, filings, registrations or notifications required in connection with the proposed admission; and (q) any other matter considered relevant by IDSX.
NO AUTOMATIC CROSS-BORDER OFFERING RIGHT
Admission of an issuer from an Approved Jurisdiction does not mean that its securities may be offered or distributed to investors in all countries or territories. Investor access must be assessed separately.
A security admitted to IDSX may therefore be subject to investor eligibility restrictions based on: (a) the investor’s jurisdiction; (b) the investor’s regulatory status; (c) applicable securities offering exemptions; (d) investor classification; (e) applicable financial promotion restrictions; (f) sanctions or restricted-person requirements; (g) AML/CFT requirements; and (h) any other restriction imposed by applicable law or by IDSX.
IDSX may implement such restrictions through Broker controls, account eligibility controls, jurisdictional restrictions, Digital Securities transfer controls, wallet whitelisting or other technical measures.
HOME-JURISDICTION COMPLIANCE
An issuer remains responsible for compliance with the laws applicable to it in its jurisdiction of incorporation or establishment. Admission to IDSX does not replace any requirement imposed under the issuer’s home law.
Where required, the issuer must obtain all necessary: (a) corporate approvals; (b) shareholder approvals; (c) regulatory approvals; (d) securities offering approvals or exemptions; (e) governmental approvals; (f) foreign investment approvals; (g) registrations; (h) filings; and (i) legal opinions,
before admission or before carrying out the relevant transaction.
DIGITAL SECURITIES
Where an issuer proposes to represent its equity securities through Digital Securities, IDSX must be satisfied that the Digital Securities structure does not impair or create material uncertainty regarding the legal rights of investors.
In particular, IDSX may require evidence demonstrating the legal relationship between: (a) the issued equity security; (b) the legally recognised shareholder or securities register; (c) the Digital Security; (d) the registered holder; (e) the beneficial owner, where applicable; and (f) any wallet, ledger or technical record used to facilitate holding or transfer.
A Digital Security must not merely represent an economic exposure to an issuer where it is presented for admission as direct equity. Where a security is admitted as direct equity, IDSX must be satisfied that the structure provides the investor with legally enforceable rights corresponding to the underlying equity interest.
ADDITIONAL CONDITIONS
IDSX may impose additional admission conditions on issuers from any Approved Jurisdiction. Such conditions may include requirements relating to: (a) governing law; (b) shareholder registers; (c) local legal counsel; (d) Sponsor involvement; (e) disclosure; (f) accounting standards; (g) auditing standards; (h) corporate governance; (i) investor restrictions; (j) transfer restrictions; (k) custody; (l) settlement; (m) Digital Securities infrastructure; (n) regulatory reporting; or (o) continuing compliance.
RESTRICTED OR EXCLUDED STRUCTURES
An issuer incorporated in an Approved Jurisdiction may nevertheless be refused admission where its legal or ownership structure creates material uncertainty or unacceptable risk. This may include circumstances involving: (a) an unclear chain of legal ownership; (b) nominee, trust or contractual structures that materially obscure investor rights; (c) securities that do not provide enforceable equity rights; (d) material restrictions on recognition of foreign shareholders; (e) material uncertainty regarding the legally recognised securities register; (f) an inability to enforce shareholder rights; (g) sanctions or prohibited-person concerns; (h) an inability to satisfy AML/CFT requirements; (i) an inability to obtain satisfactory legal opinions; (j) material conflicts between the Digital Securities structure and applicable company or securities law; or (k) any other matter that IDSX considers inconsistent with investor protection or orderly market operation.
NON-APPROVED JURISDICTIONS
A jurisdiction not appearing on this List is not necessarily permanently excluded from IDSX. An issuer, Sponsor or other interested party may request that IDSX consider an additional jurisdiction.
Before adding a jurisdiction, IDSX may assess matters including: (a) the jurisdiction’s company law framework; (b) recognition and enforceability of shareholder rights; (c) securities regulation; (d) cross-border offering requirements; (e) foreign ownership rules; (f) shareholder registration arrangements; (g) insolvency and enforcement mechanisms; (h) AML/CFT standards; (i) sanctions considerations; (j) regulatory cooperation; (k) Digital Securities and distributed-ledger considerations; and (l) any other matter relevant to investor protection and market integrity.
IDSX may require an independent legal opinion or other professional advice before approving an additional jurisdiction.
JURISDICTION-SPECIFIC CONDITIONS
IDSX may publish jurisdiction-specific conditions, restrictions, guidance or explanatory notes for any Approved Jurisdiction. Such conditions may address matters including: (a) permitted issuer structures; (b) required legal opinions; (c) investor eligibility; (d) offering restrictions; (e) shareholder register requirements; (f) Digital Securities arrangements; (g) settlement restrictions; (h) transfer restrictions; and (i) additional disclosure obligations.
A jurisdiction may therefore remain on the Approved Jurisdictions List while particular issuer structures or transaction structures remain restricted.
REVIEW OF APPROVED STATUS
IDSX may review the status of any Approved Jurisdiction at any time. A review may be initiated following: (a) changes in legislation; (b) changes in regulatory policy; (c) changes in sanctions; (d) changes affecting cross-border securities offerings; (e) changes affecting foreign ownership; (f) changes affecting Digital Securities or distributed-ledger-based securities; (g) material legal or regulatory uncertainty; (h) concerns regarding investor protection; (i) concerns regarding enforcement or regulatory cooperation; or (j) any other material development.
Following a review, IDSX may: (a) retain the jurisdiction as Approved; (b) impose additional conditions; (c) restrict particular types of issuers or securities; (d) suspend acceptance of new applications; or (e) remove the jurisdiction from the Approved Jurisdictions List.
EFFECT OF SUSPENSION OR REMOVAL
Suspension or removal of a jurisdiction from this List does not automatically result in cancellation of securities already admitted to IDSX.
IDSX will determine the appropriate treatment of existing issuers having regard to: (a) applicable law; (b) investor protection; (c) existing shareholder rights; (d) market integrity; (e) continuity of trading; (f) settlement arrangements; and (g) the circumstances giving rise to the suspension or removal.
IDSX may impose additional requirements on an existing issuer where necessary.
NO REGULATORY ENDORSEMENT
The designation of a jurisdiction as an Approved Jurisdiction is an internal IDSX market-admission classification. It does not mean that: (a) the government of that jurisdiction has approved IDSX; (b) the securities regulator of that jurisdiction has approved IDSX; (c) IDSX is licensed or authorised to provide regulated services in that jurisdiction; (d) any regulator has approved an issuer’s admission to IDSX; or (e) securities admitted to IDSX may be marketed or offered to the general public in that jurisdiction.
Any regulatory approval required under applicable law must be obtained independently.
RELATIONSHIP WITH OTHER IDSX RULES
This Approved Jurisdictions List must be read together with: (a) the Jurisdiction Admission Framework; (b) the Listing Rules; (c) the General Rules; (d) the Continuing Listing Obligations; (e) the Disclosure Rules; (f) the Digital Securities Rules; (g) the Wallet and On-chain Transfer Rules; (h) the Broker Rules; and (i) any other applicable IDSX Rule, procedure or guidance.
Where there is any inconsistency, the applicable IDSX Rules and any jurisdiction-specific conditions imposed by IDSX will prevail.
STATUS OF THIS DOCUMENT
This document forms part of the proposed IDSX market framework and has been prepared for regulatory discussion, legal review and market design purposes.
IDSX is currently a proposed financial product market and has not commenced operation as a licensed financial product market.
Nothing in this document should be interpreted as representing that IDSX, its proposed market structure, its Approved Jurisdictions List, its rules, systems or operating arrangements have been approved, authorised or endorsed by the Financial Markets Authority or any other regulatory authority.
The Approved Jurisdictions List may be amended before IDSX commences operation and may subsequently be reviewed and updated in accordance with the IDSX Rules.