Become an Issuer
Being the largest (by market capitalization) and the most liquid stock market in the Middle East and North Africa, the Saudi Stock Exchange (Tadawul) offers issuers the ability to grow their capital with confidence through facilitating trading in different securities such as equities, debt instruments and ETFs. In addition, Tadawul offers a variety of services that help issuers to manage their issuing-related activities.
How To Become An Issuer:
For the Main Market:
in order to be eligible to issue any type of security, general conditions as well as securities-specific conditions should be met.
General Conditions Relating to Issuers as Outlined in the Listing Rules issued by the CMA:
- The issuer must be a Saudi joint stock company, except where the provisions of cross-listing apply.
- The issuer must have been carrying on, either by itself or through one or more of its subsidiaries, a main activity for at least 3 financial years under substantially the same management.
- The issuer must have published its audited financial statements covering at least the previous 3 financial years, prepared in accordance with the accounting standards approved by SOCPA.
- If the issuer has undergone restructuring, 1 financial year must elapse since the date of completion of the restructuring before it will be eligible to issue any securities.
- The senior executives of the issuer must have appropriate expertise and experience for the management of the issuers business.
- An issuer must have, on its own or with its subsidiaries, sufficient working capital for the 12 months immediately following the date of the publication of the prospectus.
- The issuer must provide the Authority with reviewed interim financial statements if such statements were issued during the application period.
FOR NOMU - PARALLEL MARKET:
As an alternative platform for companies to go public and list its shares on the exchange, Nomu - Parallel Market was designed to absorb companies that do not immediately meet the Main Market requirements to access equity financing. As such, the admission requirements on how to become an issuer differ from that of the Main Market as follows:
Offering to Qualified investors takes place first, then listing is conducted. The Offering process takes the following criteria into consideration:
- The issuer must be a Saudi joint stock company or a joint stock company which the majority of its capital is owned by citizens of a member state of the Cooperation Council for the Arab States of the Gulf and enjoys a nationality of one of them
- Minimum market cap of SAR 10 million
- At least 20% of shares owned by the qualified public, with no single investor owning more than 5%.
- Minimum 1 year of operational and financial performance
- Financial advisor mandatory, legal advisor optional
- Annual audited financial statements
- Quarterly reviewed financial statements
- Disclosure of material information
- No profitability track record required
- Lock Up Period: 100% of pre-offering investor shares for one year
- If the expected aggregate market value for all shares to be listed exceeds SAR 40 million, at least 50 public shareholders are required. If the expected aggregate market value for all shares to be listed is less than SAR 40 million, at least 35 public shareholders are required.
Some of the main differences worth highlighting:
|Main Market||Nomu - Parallel Market|
|Minimum Market Cap||SAR 100 million||SAR 10 million|
|% Offered||At least 30%||At least 20%|
|Public Shareholders||At least 200||
If the expected aggregate market value for all shares to be listed exceeds SAR 40 million, at least 50 public shareholders are required.
If the expected aggregate market value for all shares to be listed is less than SAR 40 million, at least 35 public shareholders are required.
Standard disclosure requirements.
Disclosure of quarterly financial statements within 30 calendar days from the end of the period and year-end financial statements within 3 months from the end of the period
Lighter financial disclosure requirements (with regards to time permissible to disclose)
Disclosure of quarterly financial statements within 45 calendar days from the end of the period and year-end financial statements within 3 months from the end of the period
|Daily Fluctuation Limits||±10%||±20%|
For more details, please refer to Nomu - Parallel Market Listing Rules issued by the Capital Market Authority (CMA). Click Here.
For more information on how to become an issuer in Nomu - Parallel Market, please call us at +966 92000 1919. You may also contact us via email at Listing@tadawul.com.sa