[Last updated: 1 January 2024, unless otherwise noted]
Issuers are required to provide to investors, Nasdaq Dubai and the DFSA a prospectus that presents information in a form that is comprehensible and easy to analyze. The DFSA may, in some cases, approve an offering document produced under rules in another jurisdiction if the DFSA is satisfied with the information provided in the document and the level of regulation imposed by that jurisdiction.
A prospectus must contain:
- Financials (typically three years' audited statements).
- Working capital statement.
- Management discussion and analysis of financial information.
- Risk factors.
- Description of the business.
- Strength and strategy.
- Industry overview.
- Overview of markets in which the company operates.
- Reasons for the offer.
- Intended use of proceeds.
- Dividend policy.
- Information about the company’s current shareholding structure, board and senior management.
- Selling restrictions.
- Certain regulatory disclaimers.
The most recent three years of financial audited statements must be included. The financial statements must be prepared on a comprehensive accounting basis such as IFRS or any other accounting basis acceptable to the DFSA.
A dialogue will have to be established with the DFSA for the vetting and approval of the prospectus and the submission of various documents, application and forms, along with an application to Nasdaq Dubai for the admission to trading.
The following preliminary documents must be submitted to Nasdaq Dubai:
- Draft of an application form completed as far as possible and including all available information.
- Final draft of the prospectus.
- Any security specific documents required by Nasdaq Dubai.
- Resolutions passed at a meeting of the issuer’s shareholders authorizing the issue of securities for which admission is sought.
- Resolutions of the board of directors of the issuer authorizing the issue and allotment of such securities, the raising of capital including an indicative amount or an upper limit for the capital to be raised, and the filing of the application with Nasdaq Dubai.
- Articles of association.
- Where Nasdaq Dubai is considered a secondary exchange, evidence that the issuer is subject to a primary listing.
Final application documents should be submitted to Nasdaq Dubai in sufficient time prior to approval for admission, and include a properly completed application form signed by the relevant authorized parties and a copy of the prospectus approved by the DFSA.
In considering an application, Nasdaq Dubai may in its sole discretion:
- Carry out any enquiry and require any information which it considers appropriate.
- Require an issuer to provide supplementary or amended information.
- Require any information submitted by an issuer to be verified in such a manner as Nasdaq Dubai may specify.
- Require information specific to Nasdaq Dubai rules in a manner prescribed by Nasdaq Dubai.
Nasdaq Dubai will issue written confirmation of its approval by letter upon determination that the securities are eligible to be admitted to trading, receipt of documents relating to an application in final form to the satisfaction of Nasdaq Dubai and receipt of an issuer’s payment of the fees.
Timetable
The following is a typical process and timetable for a listing on Nasdaq Dubai.