Listing Local Public Joint Stock Company
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All public joint-stock companies established within the State must be registered on the Register of the Securities and Commodities Authority and their shares must be listed on a local financial market licensed by the Authority, except for the public companies exempted pursuant to the Commercial Companies Law No. 2 of 2015.
Issuance and Disclosure
Public Joint Stock Companies
(Time for this procedure at the Authority is 9 working days)
Service steps & procedures
- The financial market shall submit the complete listing application to the Authority, and the company shall pay to the Authority AED2000 as fees via a check or bank transfer.
- In case of the listing approval decision is issued, the company and the market shall be notified of the approval decision by means of an official letter.
- The registration certificate shall be issued and Authority shall address the company with the materials to be published in pre-listing disclosure.
Requirements & Documents
Listing of the securities of public joint-stock companies incorporated in the UAE for trading on the market shall be subject to following conditions as per the following classification, provided that the listed company's name must be linked to its category of classification in all cases:
The First Category:
The classification of a company within this category is conditional to:
- The company must be registered with the Securities and Commodities Authority;
- The company must have been established at least two fiscal years ago and must have issued two balance sheets which were audited by an auditor registered in the roster of practicing auditors who are authorized to audit the accounts of joint-stock companies;
- The company's paid up capital may not be less than twenty five (25) million Dirhams, or 35% of the subscribed capital, whichever is higher;
- Shareholder equity for each share class issued by the company shall be equal;
- Shareholder equity, at the time of applying for listing, shall not be less than the paid-up capital;
- Proving that the company's ordinary General Assembly has convened at least once annually.
- The company shall undertake to publish its balance sheet and business results in the daily publication media, before permitting the trading of its shares in the market;
- Any other conditions decided by the Authority's Board of Directors from time to time.
The Second Category:
- A company shall be classified within this category when lacking a condition or more of the requirements for the first category or any other conditions prescribed by the Board from time to time.
- Companies of the second category shall be transferred to the first category once fulfilling the requirements to be transferred to the new category. Also, companies of the first category shall be transferred to the second category once they lose a requirement of the current category and satisfy the requirements to be transferred to the new category.
- The Board may transfer any company from the first category to the second category in case of failure to comply with applicable disclosure and transparency provisions or violating such provisions.
- The Listing Application Form
- The Company's Memorandum and Articles of Association and amendments thereof, as per the provisions of Commercial Companies Law.
- A copy of the certificate of registering the company with the Authority, showing that the company has satisfied all provisions set forth in the Federal Law No. 2 of 2015 concerning Commercial Companies.
- A report issued by the company's Board of Directors containing the following:
- A brief about the company's incorporation, its main objects and its relationship with other companies, whether parent, affiliate, sister or allied, if any. The company's relationship with other companies shall be determined as per a clarification issued by the Authority in a later time.
- A statement of the securities previously issued by the company, and those which the company wishes to list.
- Names of all directors and executive directors, identifying the securities owned by each of them and by their first degree relatives, issued by the parent, affiliate, sister or allied company, if any, and membership of any of them in the boards of other public joint-stock companies.
- A list of securities holders who owns along with their minors or any other party holding with its ancestors or successors, 5% of the securities of the company.
- Percentage of non-citizen shareholding in the capital of the company.
- The significant events that the company experienced from the date of its incorporation to the date of submitting the application for listing.
- Assessment by the board of directors supported by figures of the company's performance and achievements, compared with the approved plan.
- A letter showing that the shareholders' equity – for each category of shares issued – are equal or otherwise.
- The financial statements of the company, including the following:
- The Company's annual report for the two fiscal years preceding the date of submitting the application for listing, enclosing the reports of the board of directors and the company auditors.
- Interim financial statements covering the period from the end of the fiscal year preceding the date of submission of the application for listing up to the end of the last quarter preceding the date of such application, provided they are certified by the company's auditor.
- Minutes of the meetings of the company's General Assembly for the two fiscal years preceding the date of submission of the application for listing.
- Undertaking to publish the annual, interim financial statements and a summary of the board of directors and auditors reports in the daily newspapers before permitting its securities to be traded in the market.
- (Note: in case any of the aforesaid documents is not available, please notify the Authority by an official letter specifying the reason.)