UNITED ARAB EMIRATES Law and Practice Contributed by: Yasser Omar and Laryssa Perkins, Hadef & Partners LLC
shares listed on the relevant main market, or 10% or more of the shares of a parent company, subsidiary, sister company or allied company listed on the rel - evant main market, and each subsequent 1% change to that holding. 5. Capital Markets 5.1 Capital Markets Overview Companies can access funding and financing through capital markets and bank financing. There are three main equity securities exchanges in the UAE: • the Abu Dhabi Securities Exchange (ADX), which is based in Abu Dhabi and is primarily regulated by the SCA; • the Dubai Financial Market (DFM), which is based in Dubai and is primarily regulated by the SCA; and • the NASDAQ Dubai (NASDAQD), which is based in the DIFC and regulated by the Dubai Financial Services Authority (DFSA). The ADX and the DFM are the primary exchanges for the IPO of companies registered in Abu Dhabi (wheth - er inside or outside the free zones of Abu Dhabi) and in Dubai (whether inside or outside the free zones of Dubai), respectively. Companies registered in other emirates within the UAE may list on the ADX or the DFM. All of the securities exchanges accept international listings. However, the ADX and the DFM only accept listings of foreign companies on a dual listing basis and not on a primary listing basis. 5.2 Securities Regulation For mainland companies, the key securities law and regulations for undertaking an initial public offering are set out in the CCL and Decision of the Chairman of the SCA Board No 11/RM of 2016 on the Regula - tions for Issuing and Offering Shares of Public Joint Stock Companies (the “Offering Regulations”), as well as for listings on the ADX, the ADX Operational Rules ADX and DFM Main markets
Booklet, and on the DFM, the DFM Module Two List - ing Rules and the DFM Module Three Membership, Trading, and Derivatives Rules. The Offering Regulations prescribe the conditions for approval to make an initial public offering for mainland companies, foreign companies and free zone com - panies. Secondary markets The DFM Arena and the ADX Growth market provide parallel listing venues from the DFM and ADX main markets for private companies looking to raise capital. The 2025 CCL Amendment Law expanded Article 32 of the CCL to expressly permit private joint stock companies to offer securities via private placement on financial markets within the UAE, and exempts such companies from the lock-in period specified in Article 266 (1) of the CCL. The conditions and controls of such private placements are yet to be issued by SCA in co-ordination with the Ministry of Economy and the relevant competent authorities. NASDAQD The key securities laws and regulations in the NAS - DAQD are: • DIFC Law No 1 of 2012 (the “Markets Law”); and • the DFSA Markets Rules (MKT/VER23/08-24). 5.3 Investment Funds In relation to foreign investors structured as invest - ment funds and making an FDI into the UAE, there is generally no requirement for an investment to be reviewed or approved by any UAE regulatory author - ity for the sole reason that the investment is from a foreign source. A foreign investment fund that intends to list its units on a securities exchange in the UAE will be reviewed as part of the listing process by the relevant regulatory authority to ensure that it complies with the specified requirements for a foreign fund. In particular, a foreign fund looking to list on: • the ADX must comply with the requirements set out in the ADX Operational Rules Booklet, including
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