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

To qualify for listing on the Saudi Stock Exchange (commonly referred to as Tadawul), a company must have:

• A market capitalization of at least SAR300 million (approximately US$80.01 million) at the time of listing for the Main Market, and a market capitalization of at least SAR10 million (approximately US$2.67 million) at the time of listing for the Parallel Market.
• Sufficient working capital (on its own or with its subsidiaries) for 12 months from the date of the publication of the prospectus (Main Market only).

Until recently, only domestic companies were allowed to apply for listing on the 'Main Market' of Tadawul. The Listing Rules allowed for a foreign company to cross-list its securities on the Main Market and the exchange was opened up to foreign investors globally in 2015 with certain 'Qualified Foreign Investors' (QFIs) being permitted to directly invest in Saudi listed companies. In addition, the most recent amendments of the OSCOs (the latest amendment being on January 2023) were introduced to provide further guidance around the cross-listing of foreign companies on the Main Market of Tadawul, which paved the way for the first dual listing in December 2022 of Americana Restaurants International PLC on Tadawul and the Abu Dhabi Securities Exchange. In early 2017 the CMA launched the 'Parallel Market' as an alternative listing platform for Saudi or Gulf Cooperation Council (GCC) companies (which are majority owned by GCC citizens).

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

Share price. No minimum trading price is required.

Distribution. To list its securities on the Main Market, a company must have:

• At least 30% of its total issued share capital held by the public.
• At least 200 public shareholders.

The above requirements also apply to foreign issuers applying to cross-list their securities on the Main Market of Tadawul.

To list its securities on the Parallel Market, a company must have:

• At least 20% of its total issued share capital held by the public or the market value of the shares owned by the public is not less than SAR300 million (approx. US$80.01 million) (whichever is less).
• At least 50 public shareholders.
• A liquidity plan to submit to the CMA in order to satisfy the above-mentioned liquidity requirements.

Operating history. An operating history of three years is generally required for listing in the Main Market, and an operating history of one year is required for a listing in the Parallel Market.

Management continuity. The CMA expects that the company must have been carrying on, either by itself or through one or more of its subsidiaries, its main activity for at least three financial years under substantially the same management for listing on the Main Market, and at least one year for a listing on the Parallel Market.

Accounting standards. Audited financial statements must be prepared in compliance with the standards of the Saudi Organization for Certified Public Accountants.

Financial statements. The financial statements must cover a period of: three years preceding the IPO application for a listing on the Main Market, but only the last year preceding the IPO application in the case of a listing on the Parallel Market.

Alteration in capital/restructuring. An application for registration and admission to listing of securities on the Main Market of an issuer which has undergone material restructuring or has been subject to an alteration in capital using external financing will not be accepted unless one financial year has elapsed since the date of completion of the material restructuring/alteration in capital.

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

The CMA will review the prospectus and application forms and relevant announcements. The following is a fairly typical process and timetable for listing on the Main Market.

Link to Timetable

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

Requirements for Main Market listed companies include:

• Audit committee and its composition.
• Nomination committee and its composition.
• Remuneration committee and its composition.
• Appointment of a prescribed number of independent non-executive directors.
• Adoption of a corporate governance code for the company that does not contradict the provisions of the Corporate Governance Regulations.

A listed company has continuing disclosure and reporting obligations under the Listing Rules which include:

• Material developments disclosure.
• Financial reporting which includes publishing interim and annual financial statements.
• Other obligations include reporting any change in the board of directors or notifiable transactions.

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

A company seeking to list on the Main Market must pay initial fees and annual fees. Initial listing fees are SAR40,000 (approx. US$10,668) for application submission and review, and 0.025% of the market capitalization of shares to be registered, up to a maximum of SAR225,000 (approx. US$60,008). Annual fees are split into fixed fees, which depend on the services provided to the company, and variable fees, which depend upon the number of shares of the company.