N/AFor granting a foreign company an approval on offering shares of its capital increase in public subscription within the state, the following shall be complied with:
- There must be an approval by the regulatory body in the incorporation state on offering shares of its capital increase in public subscription within the state.
- The company shall be listed in the home state market which shall be subject to a regulatory body that is an ordinary member or associated member of the International Organization of Securities Commissions (IOSCO), and the regulatory body has agreed to increase its capital.
- Its capital increase shares offered to the public subscription shall be listed in one of the local markets.
- An application issued by the Company and signed by its legal representative shall be submitted.
- Approval of the Company general assembly or its board of directors on offering its shares for the public subscription in the State and listing its shares in the local market.
- The Company shall comply with all provisions of the law of its incorporation state.
- The company shall be incorporated only as a joint stock company and have already offered its shares in a public subscription by at least 25% to the public, or 15% if the market value of the total shares of company exceeds AED 5 billion.
- The Company capital shall not be less than the equivalent of AED (40) million and the number of its shareholders shall not be less than (100) shareholder, so that the ownership of any of them is not less than 100 shares.
- The company’s capital shall be fully paid up and the market value of the total shares of the Company shall not be less than AED (50) million.
Submitting an evidence that the Company general assembly is held at least once a year.
A statement of any restrictions on the Company or the State, whose nationality is held by the Company, regarding the prohibition of transferring the ownership of a share among non-national shareholders.
The Company shall have a sufficient working capital for a period of (12) months after the date of listing, with the exception of listing with capital increase.
The Company undertakes to comply with the SCA disclosure and transparency requirements. If the Company is a holding company or a parent company, it shall publish its consolidated and independent financial statements.
The Company shall appoint a representative in the country to register the shares, receive and issue reports and documents related to the company work. The representative may be the securities market licensed in the State, a bank operating in the State and licensed by the Central Bank or a company operating in the field of securities. With regard to profits, they shall be distributed according to the SCA regulations.
- Appointing the Parties to the Offering, namely the receiving party, the financial advisor and the listing advisor.
- The shares issued for public offer in the State shall not exceed (30%) of the Company’s capital.
- The Prospectus shall include information similar to those required by the SCA.
- The Company has practiced an independent activity as a main activity thereof or through one or more of its subsidiaries throughout at least three fiscal years.
- The foreign company has declared its audited financial statements for at least three fiscal years prior to the application for Offering. The period elapsed from the most recent audited financial statement included in the Prospectus shall not be more than three months to the date of disclosure of the Prospectus. In the event that such period is more than three months to the date of release of the Prospectus, the SCA may request more recent audited financial statements.
- The Company has made operational profits during the two fiscal years prior to offering.
Required documents:
First Stage: Approval of Offering:
- An application for approving the offering of the capital increase shares of the foreign joint stock company for public offer in the State.
2- There must be an approval by the regulatory body of the home state for increasing the Company capital and offering its shares to the public subscription within the state.
3- A commitment by the Company to list the capital increase shares offered for the public subscription in a local market.
4- A copy of the Memorandum of Association, Articles of Association, a certificate of registering the Company in the commercial register and the commercial license of the Company which shall be duly attested.
5- The time plan for implementation of the works, prepared by a consulting firm.
6- Prospectus of the public subscription to be approved by the Board of Directors and the participating parties, and they shall be jointly liable for the validity of the data contained therein.
7- Announcement of the Prospectus.
8- Application for subscription.
9- A statement of issuance expenses approved by the auditor and the Board of Directors.
10- The Company acknowledgment regarding the competent authority approval of licensing the activity on increasing the capital, if any.
11- Audited financial statements for the ended three years.
12- Minutes of the general assembly that approved the offering.
13- The notice of invitation for subscription.
The second stage: Post public subscription in preparation for listing in the financial market:
- A certificate issued by the Company representative in the State, confirming the payment of the due cash amounts for the value of offered shares of the increase shares in the mother state and issuing expenses.
- A statement of the daily underwriting of the subscribing bank, including the number of subscribers, the value of subscribed shares, their number and the issuance expenses incurred in aggregate on the number of shares.
- A letter by the auditor, confirming the subscribed amount, the paid-up capital, the new capital, the names of subscribers, the amount and percentage of what they paid.
- A report from the entity that audited the subscription accounts.
- A bank certificate confirming the deposit of amount payable of the capital increase of the company offered in the State.
The receipt proving the payment of fees.