Nasdaq Dubai has established minimum requirements that must be met by all companies applying to admit their securities on the exchange. These requirements meet international standards without being unduly onerous.
Initial Public Offerings (IPO)
In order to IPO on Nasdaq Dubai a company must meet a number of criteria that are set out by the DFSA, the exchange’s regulator, in line with international standards. DFSA requirements are set out below:
Prospectus
An IPO on Nasdaq Dubai requires the publication by the company of a formal document offering its shares for sale, known as a prospectus.
A prospectus is a company’s key marketing tool in its IPO. It contains important information about the issuer, to provide investors with an informed basis on which to decide whether or not they wish to invest, and at what price.
The publication of a prospectus requires the approval of the DFSA. The table below shows many of the prospectus requirements:
Foreign Ownership
The DFSA imposes no restrictions on foreign ownership of listed companies, and there are no foreign ownership restrictions under DIFC law for holding companies incorporated in the DIFC. Companies incorporated in other free zones in the UAE are also not subject to foreign ownership restrictions. However, companies based elsewhere in the UAE may be subject to foreign ownership limits under UAE law, whereby no more than 49% of a company may be owned by foreign nationals. In practice, this may mean that a listed DIFC holding company which owns a UAE company that is not incorporated in a free zone may itself need to be 51% UAE-owned, to satisfy UAE company law requirements.
Admission to Trading
A company that wishes to IPO must satisfy Nasdaq Dubai, under the exchange’s Admission and Disclosure Standards (ADS), that conditions exist for sufficient supply and demand for the securities.
Free Float
Minimum 25% on both markets
Prospectus
Prospectus content requirement remains the same
Corporate Governance
No change made to the corporate governance requirements
Working Capital Reports
Full reports will still be required
Continuing Obligations
All continuing obligations still apply to Growth Market companies
Listing Requirements
| Main Market | Growth Market | |
|---|---|---|
| Advisor | Sponsor | Compliance Advisor |
| Market Cap | > USD 250 mil | < USD 250 mil |
| Lock-in | Not mandatory | 1 year for all pre-listing shareholders |
| Shareholders | At least 250 | Consider on a case-by-case basis |
| Free Float | At least 25% | At least 25% |
| Ongoing Obligations | Market Rules | Market Rules Compliance Advisor appointed |
| Corporate Governance | In accordance with Market Rules | In accordance with Market Rules |
| Prospectus | Yes, approved by the DFSA | Yes, approved by the DFSA |
| Working Capital Statement | Required | Required |
| Financial Disclosures | Annual, Semi-Annual & Preliminary | Annual, Semi-Annual & Preliminary |
For further details see our IPO Guide
Listing Process
All listings on Nasdaq Dubai benefit from a streamlined and efficient listing process.
A two-stage procedure applies to a company that wishes to IPO. As well as obtaining admission of its securities to the DFSA’s Official List, the company must also ensure that its securities are accepted for Admission to Trading by Nasdaq Dubai under the exchange’s Admission and Disclosure Standards (ADS). The company’s shares can then list and start to trade on the exchange.
Sukuk & Conventional Bonds
Sukuk & Conventional Bonds In order to list Sukuk or conventional bonds on Nasdaq Dubai, a company must meet a number of criteria for listing debt that are set out by the DFSA, the exchange’s regulator, in line with international standards.
They include a requirement that the market capitalisation must be at least two million USD and that the issuer must normally provide three years of audited accounts.
The issuer should also provide sharia’a certification, if applicable.
The issuer should also satisfy Nasdaq Dubai’s Admission and Disclosure Standards (ADS).
A minimum market capitalisation of USD 2 million is required
2 years audited accounts in accordance with IFRS or other standards acceptable to DFSA
A prospectus in accordance with DFSA requirements
Funds
In order to list funds on Nasdaq Dubai, a company must meet a number of criteria that are set out by the DFSA, the exchange’s regulator, in line with international standards. The funds should also satisfy Nasdaq Dubai’s Admission and Disclosure Standards (ADS).
Funds can be equity, bond or hedge funds as well as exchange-traded funds or Real Estate Investment Trusts (REITs).
The Units of a Fund may be admitted to the DFSA’s Official List and Admitted to Trading on Nasdaq Dubai if:
In the case of a Domestic Fund, it is a Public Fund; and
In the case of a Foreign Fund:
It is a Designated Fund from a Recognized Jurisdiction; or
It is a Fund approved by the DFSA as a Fund subject to equivalent regulation as that applying to a Public Fund; and
It meets the criteria of a Property Fund, it is a closed-ended investment vehicle and 60% or more of the Fund’s assets comprise Real Property;
The Fund is compliant with the relevant DFSA Collective Investment Rules
