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Nomu - Parallel Market


  A parallel equity market with lighter listing requirements that serves as an alternative platform for companies to go public, and the investment in this market is restricted to Qualified Investors.

The Main Objectives of Establishing Nomu - Parallel Market:

  1. Additional source of funding for issuers to access capital.
  2. Increased diversification and deepening the Saudi capital market.

Main Characteristics:

  1. New market with lighter requirements.
  2. Restricted to Qualified Investors.
  3. Possibility of transition to Main Market after obtaining needed approvals.

Criteria for Listing and Offering In Nomu - Parallel Market:

Nomu - Parallel Market Criteria
Admission Document Modified, less stringent application submitted to CMA and Tadawul.
Offering Process Simpler and flexible offering process.
Financial Disclosure More flexible disclosure requirements (in terms of duration) compared to the Main market , through:
1. Disclosure of the  semi-annual financial statements within a period not exceeding 45 days from the end of the period.
2. Disclosure of the annual financial statements within a period not exceeding 3 months from the end of the period.
Material Changes Disclosure Similar to the Main Market

Listing and Offering Requirements In Nomu - Parallel Market:

The Offering & Listing process takes the following criteria into consideration:

  • The issuer must be joint stock company. 
  • Minimum market cap of SAR 10 million.
  • The issuer must float at least 20% of the issued shares, or SAR 30 million worth of shares in the market, whichever is less.
  • Minimum 1 year of operational and financial performance.
  • Appointing a financial advisor is mandatory, legal advisor is optional.
  • Annual audited financial statements.
  • Semi-annual reviewed financial statements.
  • Disclosure of significant/essential information.
  • No profitability track record required.
  • Lock Up Period: 100% of pre-offering investor shares for one year.
  • At least 50 public shareholders are required at the time of listing.

Key Differences between Main Market and Nomu - Parallel Market:

  Main Market Nomu - Parallel Market
Minimum Market Cap SAR 300 million SAR 10 million
% Offered At least 30%
  • At least 20% of the issued shares.
  • Or floating SAR 30 million worth of shares in the market, whichever is less.
Public Shareholders At least 200

At least 50 

Continuous Obligations

Standard disclosure requirements:

  • Disclosure of quarterly financial statements within 30 calendar days from the end of the period
  • Year-end financial statements within 3 months from the end of the period

Lighter financial disclosure requirements than the Main Market (with regards to time permissible to disclose):

  • Disclosure of semi-annual financial statements within 45 calendar days from the end of the period.
  • Year-end financial statements within 3 months from the end of the period
Daily Fluctuation Limits ±10% ± 20%

Who can Invest in Nomu - Parallel Market (Qualified Investors)?

Given that Nomu - Parallel Market is restricted to Qualified Investors , Authorized Persons (APs) must determine who is eligible. Qualified Investors are defined as per the below criteria:

  1. Authorized Persons act for their own account.
  2. Clients of an Authorized Person who conduct manageing activities provided that this Authorized Person has been appointed as an investment manager on terms which enable making decisions concerning the acceptance of an offer and investment in Nomu - Parallel Market on the client’s behalf without obtaining prior approval from the client.
  3. The Government of the Kingdom, any government body, any global/international authority recognized by the CMA or the Exchange, and any other stock exchange recognized by the CMA or the Securities Depository Center Company (“Edaa”).
  4. Government-owned companies either directly or through a portfolio managed by a person authorized to carry out managing activities.
  5. Companies and funds established in a member state of the Cooperation Council for the Arab States of the Gulf.
  6. Investment Funds.
  7. Non-resident foreigners permitted to invest in the Parallel Market and who meet the requirements stipulated in the Guidance Note for the investment of Non-Resident Foreigners in the Parallel Market.
  8. Qualified foreign financial institutions.
  9. Any other legal persons allowed to open an investment account in the Kingdom and an account at Securities Depository Center Company (“Edaa”).
  10. Natural persons allowed to open an investment account in the Kingdom and an account at the Securities Depository Center Company (“Edaa”), and fulfill any of the following criteria:
  • Has conducted transactions in capital markets of not less than SAR 40 million in total, and not less than ten transactions in each quarter during the last twelve months.
  • Holds net assets of not less than SAR 5 million.
  • Works or has worked for at least three year in the financial sector.
  • Holds the General Securities Qualification Certificate "CME-1", which is recognized by the CMA.
  • Holds professional certificate that is related to dealing with securities and accredited by an internationally recognized entity.

        11. Any other persons prescribed by the CMA.

Non-Resident Foreigners whom are allowed to Invest in Nomu - Parallel Market:

  1. Qualified foreign investors according to the Rules for Qualified Foreign Financial Institutions Investment in Listed Securities. 
  2. The ultimate beneficiary in a Swap agreement with an authorized person.
  3. Legal persons allowed to open an investment account in the Kingdom and an account at the "Edaa" and are licensed or incorporated in a jurisdiction that applies regulatory and monitoring standards equivalent to those applied or accepted by the CMA in accordance with the list of jurisdictions issued by the CMA.
  4. Natural persons holding the nationality of a country that applies regulatory and monitoring standards equivalent to those applied or accepted by the CMA, in accordance with the list of jurisdictions issued by the CMA, and resides in such countries, and fulfills any of the following criteria: 
  • Has conducted transactions in capital markets of not less than SAR 40 million in total and not less than ten transactions in each quarter during the last twelve months.
  • Holds net assets of not less than SAR 5 million.
  • Works or has worked for at least three year in the financial sector.
  • Holds the General Securities Qualification Certificate "CME-1", which is recognized by the CMA.
  • Holds a professional certificate that is related to dealing with securities and accredited by an internationally recognized entity.
     

  Registration Process:

To open an investment account for Non-resident foreign all required documents should be submitted to the designated AP for their review and approval.

Transition To Main Market:

When a company wishes to transition from Nomu to the Main Market, a company must comply with the following requirements:

  1. Completing 2 years since listing on Nomu - Parallel Market
  2. Meeting the requirements for listing on the main market, except for the market capitalization where the minimum average market cap. for the last six month is SAR 200 Million
  3. The Issuer must disclose to the public the board of directors’ report which includes all information required pursuant to the relevant Implementing Regulations.
  4. Approval of the Board of Directors to transfer to the Main Market and disclose it to the public before the start of the trading session after the issuance of approval.
  5. Submitting to Tadawul the application to transition to the Main Market and disclosing it to the public.


The company's shares shall be suspended for a period not exceeding five trading sessions until the completion of the transfer procedures.

Direct Listing In Nomu - Parallel Market:

Tadawul is the first GCC exchanges to allow Direct Listings, which will enable companies to directly list their shares in Nomu - Parallel Market without an offering, whereby the company will list and meet minimum liqudity requirements in the market, whin a period of 12 months from the listing date.

Companies that wish to directly list on Nomu must comply with the following requirements:

  1. Meeting all of the Nomu market requirements except for the minimum offering percentage
  2. Appointing a financial advisor to prepare and submit the prospectus (excluding the offering section) to the CMA and to submit a liquidity plan to Tadawul.
  3. Appointing an authorized person by the CMA, to act as a liquidity provider through managing the stock liquidity in the market through selling shares on behalf of the issuer in accordance to the liquidity plan submitted to Tadawul.
  4. The issuer must float at least 20% of the issued shares, or SAR 30 million of shares value in the market, whichever is less.
  5. Publish audited annual financial statement and semi-annual financial statements.