[Last updated: 1 January 2024, unless otherwise noted]

Jurisdiction of incorporation

Nasdaq Dubai does not consider any jurisdictions of incorporation or industries to be unacceptable for a listed company. Nasdaq Dubai allows local, DIFC-based and international companies to list on the exchange.

Market capitalization; working capital

A company must have a market capitalization of at least US$10 million. In addition, the issuer must satisfy the DFSA that it (together with its subsidiaries) has sufficient working capital available for its present requirements, a minimum period of 12 months from the date of listing.

Free float

At least 25% of an issuer’s securities must be held by the public, both at the time of listing and on an ongoing basis. Care must be taken that this minimum free float is not breached as a result of trades or new issuance of securities. An issuer that continually breaches the minimum free float requirement could be delisted if the breach is not remedied.

Securities are not considered held by the public if they are held directly or indirectly by a director of the company, a person connected with the director of the company, the trustees of an employee share scheme for the benefit of any director or employees of the company, any person who under any agreement has a right to nominate a person to the board of directors of the company, or any person or persons in the same group acting in concert who have interest in 5 % or more of the company.

Shareholders

There must be a sufficient number of shareholders holding at least US$2,000 of shares. Nasdaq Dubai generally considers 250 to be a sufficient minimum number of shareholders.

There are no restrictions as to the nationality of the shareholders of a listed company. However, shareholdings in excess of 5% must be disclosed, together with increases or decreases of 1% or more for those shareholdings.

Financial statements

Typically, three years of audited financial statements are required. The DFSA may, however, waive or modify this requirement. The financial statements must be prepared on a comprehensive accounting basis such as IFRS or any other accounting basis acceptable to the DFSA. The financial statements must contain:

• A review of the operations during the year and the results of those operations.
• Details of any significant changes in the state of affairs during the financial year.
• Details relating to the principal activities and any significant changes in the nature of those activities during the year.
• Details of any matter or circumstance that has arisen since the end of the year that has significantly affected, or may significantly affect, the operations and state of affairs in future financial years.
• Likely developments of the operations in future financial years and the expected results of those operations.
• A statement by the directors whether or not, in their opinion, the company is a going concern with supporting assumptions or qualifications as necessary.

In addition, the company must prepare and file a semi-annual financial report for the first six months of each financial year in accordance with the applicable IFRS standards or other standards acceptable to the DFSA. The semi-annual report must include:

• An indication of important events that have occurred during the first six months of the financial year and their impact on the financial statements.
• A description of the principal risks and uncertainties for the remaining six months.
• A condensed set of financial statements.
• An interim management report.
• Associated responsibility statements.

Corporate governance

The DFSA imposes a general corporate governance principle that requires a company to have a corporate governance framework that is adequate to promote prudent and sound management in the long term interests of the company and its shareholders. In addition, companies wishing to list on Nasdaq Dubai must comply with certain specific corporate governance principles, which are further described in section 5 below.

Sponsor

The DFSA may require a company who intends to make a prospectus offer to appoint a sponsor in respect of the prospectus offer or provide third party certification in respect of any specific matters relating to the prospectus offer.

A sponsor, if required and appointed, must satisfy itself to the best of its knowledge and belief, having made due and careful enquiry, that the company that intends to make a prospectus offer has satisfied all applicable conditions for offering securities and other relevant legal and regulatory requirements. The sponsor also must provide to the DFSA any information or explanation known to it in such form and within such time limit as the DFSA may reasonably require for the purpose of verifying whether the company making the prospectus offer complies with the laws and regulations.

Meetings with the exchange and regulator

A meeting with the exchange and the regulator are generally the first steps to take for a company wishing to list on Nasdaq Dubai. There may be other meetings with the exchange and the regulator for an update and monitoring of progress.

Additional requirements

All trades on Nasdaq Dubai are denominated and quoted in US dollars only. All securities transactions must be settled and cleared by clearing members of the exchange.

The DFSA may require a company to appoint a compliance adviser. The DFSA also may impose conditions or restrictions in respect of the admission of the securities to the official list of securities, or vary or withdraw such conditions or restrictions.