Listing Requirements & Conditions at the Main Market
- The shares of the local joint stock company are first listed in the second category of the First Market.
- There shall be no restrictions on the transfer of the ownership of the shares to be listed except for the restrictions permitted by the legislation in force in the State for listing of the shares of the local public joint stock company in the Second Category.
-
The transfer of the listing of the shares of the local public stock company from the second category to the first category requires the fulfillment of the following conditions by the end of its fiscal year preceding the date of listing transfer:
a. The company has been listed in the second category for at least a fiscal year.
b. The net equity of the company shall not be less than (100%) of its paid-up capital.
c. The number of the shareholders of the company shall not be less than (100) shareholders.
d. The percentage of the free float in the company to its capital shall not be less than (20%).
e. The company has made profits in at least two financial years for the three years preceding the date of the transfer of listing. - Notwithstanding paragraph (d) of Point (3) of these rules, the Market may list the shares of a company in the First Category if the percentage of the free float is less than (20%) provided the capital of the company is not less than AED 500 million, and the Market considered that the number of shares available for trading would constitute sufficient and reasonable volumes of trading.
- The listing of the company is moved from the first category to the second category in the event of breach of any of the listing conditions of the first category.
- The transfer of the listing of the company from the Second Category to the First Category, or from the First Category to the Second Category once per year upon providing the Market with the company’s audited financial statement as at the end of its fiscal year.
- Notwithstanding any other provision, the Market may not transfer the listing of the company's shares from the Second Category to the First category if penalties are imposed on the company during the last fiscal year preceding the transfer of the listing as a result of its non-compliance with the applicable legislation of the Authority or the Market.
-
Notwithstanding clause (1) of these rules, the Market may list the shares of the below mentioned local public stock company for the first time in the first category:
a. The shares of the government companies that were offered for public subscription, with the provisions for the transfer between the first and second categories be applied after the lapse of two full fiscal years from the date of their listing with the Market.
b. Shares of companies transformed into public joint stock if they meet the conditions for listing in this category. - Notwithstanding what is stated in Clause (6) of these rules, upon the commencement of implementing these Rules, the Market shall distribute the shares of its listed companies to the first and second categories in accordance with the specific conditions for each category, based on the audited annual financial statements for the year in which these Rules will come into force.
The Local Company that wishes to list its shares with the Market should submit the application for listing signed by the legal representative of the company to the Market with the following enclosed:
-
The Company's Memorandum and Articles of Association.
-
Certificate of registering the company with the Authority or with the Ministry of Economy and certificate of registration with the competent authority.
-
A report issued by the Company's Board of Directors which includes the following:
-
A brief account of the Company's activities, its main objects, and its relationship with other companies, whether parent, sister, affiliate or allied companies (if any).
-
Achievements and milestones of the company from the date of incorporation to the date of submission of the application for listing.
-
The securities previously issued by the Company and of those the Company wishes to have listed.
-
The percentage of the non-UAE nationals’ holdings in the capital of the Company.
-
The names of natural persons who own singly or jointly with their relatives (5%) or more of the shares of the Company. The Associated groups hold (5%) or more of the shares of the company.
-
The names of the members of the Board of Directors and the Executive Directors, and the Securities owned by them and their relatives, which are issued by the parent, subsidiary, allied or affiliated company (if any), and the membership of any of them in the Boards of Directors of other local companies.
-
The commercial agencies of the company, if any.
-
The company's annual report for the two fiscal years preceding the date of submitting the application for listing (if any), which shall include the Board of Directors report, the company's audited financial statements, the report of its auditor and the minutes of the meeting of the General Assembly it has approved.
-
Interim financial statements covering the period from the end of the financial year preceding the submission of the application for listing to the end of the last quarter preceding the date of such application, such statements being certified by the Company's auditor (if any).
-
Market approved form of listing.
-
Subscription prospectus, if any.
-
Any other details, information, or documents the Market deems appropriate for listing decision taking.
-
Listing Requirements, Conditions & Application for Listing:
First: To list the shares of a foreign company in the Market:
-
The foreign company shall be subject to the supervision of a regulator similar to the Authority.
-
The shares of the foreign company shall be listed in a foreign market.
-
The company shall be in the legal form of a joint stock company or the like.
-
The equity of the foreign company shall not be less than (100%) of its capital according to the latest audited annual financial statements.
-
At least two years have passed after the incorporation of the company during which the company issued two financial statements audited by an accredited auditor.
-
The company shall have realized profits during at least the last two fiscal years.The foreign company's capital shall be fully paid and not less than (AED 40 million) or currency equivalent.
-
-
There are no restrictions on the transfer of ownership of the foreign company's shares.
-
The foreign company shall appoint a representative in the State to register the shares, distribute dividends, and receive and issue reports and documents relevant to the company’s operations. The representative may be the market, a bank operating in the State and licensed by the Central Bank, or a company operating in the field of securities licensed by the Authority.
- The company shall appoint a listing advisor licensed by the Authority for a period of one year from the date of listing, and the Market may, at its discretion, extend this period.
Second: The foreign company that wishes to list its shares shall submit an application for listing signed by the legal representative of the company with the following enclosed: Information set forth in Article (6) of ADX Operational Rules Booklet, including the certificate of registration of a foreign company with the State of nationality document proving the listing of the shares of the foreign company in a foreign market.
-
Name of the market(s) with which the company is listed.
-
The approval or no objection of the foreign market in which the foreign company's shares are listed to list its shares in the Market if so is required by the foreign market legislation in which the foreign company's shares are listed.
-
The document of appointment of the listing advisor and the representative of the foreign company in the State who performs the functions of registering shares, distributing dividends, receiving and issuing reports and documents related to the foreign company's business.
-
The Company’s undertaking to comply with all disclosure requirements applicable to local companies listed on the Market.
Third: The foreign company that has been approved to list its shares is obliged to disclose the following:
-
The information, data and reports referred to in Article (9) of ADX Operational Rules Booklet relating to the obligations of the listed Local Company.
-
Any inconsistency between the provisions of these Rules and the foreign market regulations in which the shares of the company are listed, or any material changes to the regulations of listing in the foreign market.
Fourth: The Market may, in specific cases and if deemed appropriate, agree to list the shares of a foreign company that is not listed in a foreign market.
Fifth: The Market may apply the Corporate Governance Guide for public joint stock companies issued by the Authority for foreign companies listed in the Market as it deems appropriate.
Sixth: The shares of the foreign joint stock company or the like shall be listed for the first time in the second category of the First Market, the provisions for the transfer between the First and Second Categories shall apply in accordance with Article (4) of ADX Operational Rules Booklet and shall be listed in the Second Market if a private joint stock. company or
the like.
Conditions and Application for Listing the Shares of Freezone Company:
First: For listing a Free Zone Company Shares in the Market, the following conditions shall be met:
-
The company's capital must be divided into shares which must ensure equal equity rights for the shareholders within the concerned category.
-
There should be no restrictions on transferring the ownership of the company's shares.
-
The net equity in the company shall not be less than (100%) of its paid-up capital.
-
The company has undertaken its activity, directly or indirectly, through one or more of its subsidiaries, and issued its audited annual financial statements by its auditor, on its business, or on the business of its subsidiaries for at least the two financial years preceding the application for listing. The company, in which the government owns at least (25%) of its shares, is excluded.
-
The company shall appoint a listing advisor authorized by the Authority for one year from the date of listing. Such duration may be extended by the Market as it deems appropriate, at least three months before the end of the duration of its appointment.
Second: The Free Zone company that wishes to list its shares shall submit the application for listing signed by the legal representative of the company with the following enclosed:
- Information set forth in the rules Article (6) of ADX Operational Rules Booklet, including the certificate of registration of the company with the free zone.
- No objection of the regulatory authority similar to the authority in the financial free zone or the companies’ registrar at the free zone, as the case may be, to the listing in the Market.
- Approval or no objection of the foreign market in which the shares of the Free Zone Company are listed, if the company is listed in a foreign market, to list its shares in the market if the foreign market legislation so requires.
- The document of appointment of a listing advisor.
- Membership of the Board of Directors members, executive directors, and their first-degree relatives in the boards of directors of other free zone companies.
- The name of the market(s) in which the company is listed.
Third: The free zone company that has been approved to list its shares is required to disclose the following to the Market:
- Information, data and reports referred to in article (9) of ADX Operational Rules Booklet relating to the obligations of the listed Local Company.
- Any inconsistency between the provisions of these Rules and the relevant regulations of the free zone or the foreign market in which the shares of the company are listed, or any material changes to the regulations of listing in the foreign market, as the case may be.
Fourth:
- The shares of the free zone company shall be listed for the first time in the second category of the First Market if the public joint stock company or the like, and the provisions for the transfer between the First and Second Categories shall apply in accordance with the rules of “Listing The Shares of Local Companies”, and is listed in the second market if it is a private joint stock company or the like.
- The CEO may approve the listing of the free zone company if it is a public joint stock company or the like directly in the first category of the First Market despite not fulfilling the conditions for listing in this category if he deems that the volume of the company’s activity and financial results qualify it for listing in this category.
Fifth: The Market may apply the Corporate Governance Guide for public shareholding companies issued by the authority to the Free Zone Companies listed in the market as it deems appropriate.
Sixth: The Free Zone Company is obliged to appoint an independent external auditor to audit and review its annual and interim financial statements in accordance with international standards approved by the authority and any other requirements it deems appropriate.