The above ticker is delayed by 15 minutes. Log in to view real prices or click here to register.     |     Important Notice: Investors who have not yet obtained an Investor Number (NIN) at DFM, are required to complete the Investor Number Application here. If you hold an Investor Number at DFM, you are required to kindly update your information here. For more information, please call DFM Customer Service on +971 4 305 5555.
E-Services
Access Real Time Data & eStockPortfolio
  Username

Password

                    
 Remember Me
Forgot Password?

- New User?
- Previous eStockPortfolio (eReports) user?
- Why Register ?
 
Market Watch
About DFM
Rules and Regulation
Market Data
Brokers
Listed Securities
News
CSD
Listing Requirements
eServices
Investors Relations
Licensed Custodians
Registered ISV's
iVESTOR
Publications
Bulletins
Links
FAQs
Contact Us
Careers
Events
All currency units are in UAE Dirham, unless stated otherwise.
 
  Home | Listing Requirements | Bonds\Islamic Sukuk
22 Oct, 2014 1:35 PM |Open
 
    Print Print   Email Email

Listing Bonds with Dubai Financial Market
 
To list bonds for trading in the UAE, the issuer should be licensed by the Emirates Securities and Commodities Authority (ESCA). It shall then choose a securities market in the UAE and apply for listing on it.  
 
 
A)    Listing with Emirates Securities and Commodities Authority (ESCA)
 

Documents to be attached to Bonds’ Listing Application with ESCA
 
Copy of Company’s* Memorandum and Articles of Association attested by competent authorities.

 

 

Copy of the Company’s* Trade License or equivalent.

 

 

Copy of the Company’s* Trade Register (if applicable).

 

 

Copy of the approval for the bond issue from the Ministry of Economy (for UAE Companies), UAE Central Bank (for UAE establishments*, other than companies), or from equivalent authorities (for Non-UAE issuers).

 

 

List of the authorized signatories on the documents and correspondences addressed to ESCA and sample of their signatures. 

 

 

The Board of Directors resolution authorizing the signatories to sign documents and correspondences addressed to ESCA.

 

 

 

Form of Global Note. 

 

 

 

Annual audited financial report for the last two years accompanied by the auditor’s report (if the issuer is a company). 

 

 

 

Financial Statements covering the period from the end of the previous financial year prior to the Bond Listing Application until the end of the previous half-year prior to the listing application. 

 

 

 

Any restrictions on the transfer of bonds issued by the company*. 

 

 

 

Details of listing in other securities markets. 

 

 

 

Issuing Prospectus or Information Memorandum. 

 

 

 

Subscription Agreement. 

 

 

 

Issuing and Paying Agency Agreement. 

 

 

 

*: Equivalent documents and information is required for Government Establishments and Entities 

   
 
 
B)   Listing with Dubai Financial Market
 
Listing requirements of domestic issuer’s bonds with DFM 
 
The issuer must obtain approval for bond trading in the UAE from the Emirates Securities and Commodities Authority.
The issuer should have a minimum paid up capital of AED 35 million.
DFM should be satisfied that the financial position of the issuer is sound.
The issuer must issue and offer to interested investors in the UAE, free of charge, before listing a prospectus (information memorandum) in Arabic and English. The prospectus should contain such information as is necessary for potential investors to make an informed assessment of the issuer and its securities. The prospectus should cover, at a minimum:
the issuer’s business activities,
its financial position,
 management strength and future prospects,
 full details of the bond issue and the rights attaching to the bonds.

Companies incorporated in the UAE must be in compliance with the UAE Commercial Companies Law (1984) as amended.

Listing requirements of foreign issuer’s bonds with DFM 

The issuer must obtain approval for bond trading in the UAE from the Emirates Securities and Commodities Authority.
The issuer should have a minimum paid up capital of US$ 10 million.
DFM should be satisfied that the financial position of the issuer is sound.
The company should comply with International Accounting Standards or US GAAP and should present its financial statements in US Dollar in addition to its local currency.

 

The issuer must issue and offer to interested investors in the UAE, free of charge, before listing a prospectus (information memorandum) in Arabic and English. The prospectus should contain such information as is necessary for potential investors to make an informed assessment of the issuer and its securities. The prospectus should cover, at a minimum:
the issuer’s business activities,
its financial position,
management strength and future prospects,
full details of the bond issue and the rights attaching to the bonds.
The issuer must appoint a representative in the UAE to handle all matters related to the registration of the bonds, distribution of interest, submission of required reports to regulatory authorities and any other relevant matters.

Additional conditions applying for continued listing

In addition to the above listing requirements, the issuer may have to satisfy additional requirements and furnish additional documents and information that the ESCA or DFM may require.
The directors of the issuer will individually and collectively accept full responsibility for the completeness and accuracy of all information submitted to the DFM.
The directors of the issuer will individually and collectively accept full responsibility for the completeness and accuracy of all information contained in the prospectus  (information memorandum).
DFM shall not assume any responsibility for the correctness of any of the information, statements or opinions submitted to DFM.
  Approval for listing at DFM is not to be taken as an indication of the merits of the issuer or its business activities or its bonds.
   
   DFM Board of Directors shall have discretionary authority to exempt an issuer from some of its listing requirements or submitting certain documents.
   
   DFM may decline a listing application without assigning any reason. 
   

Documents to be attached with Bonds Listing Application with DFM

Copy of the Emirates Securities and Commodities Authority’s bonds listing Approval.
 
 
Copy of the documents attached to the Listing Application submitted to the Emirates Securities and Commodities Authority (other than documents mentioned below).
 
 
Copy of the company’s Memorandum and Articles of Association attested by competent authorities in the mother country.
 
 
Copy of the Company’s* Certificate of Incorporation.
 
 
Copy of the Company’s Trade License or equivalent.
 
 
Copy of the Company’s Trade Register (if applicable).
 
 
 
Annual audited financial report for the last two years accompanied by the auditor’s report.
 
 
 
List of the authorized signatories on the documents and correspondences addressed to the DFM and sample of their signatures. 
 
 
 
The Board of Directors resolution authorizing the signatories to sign documents and correspondences addressed to the DFM.
 
 
 
List of securities holders who own with their minor children, or any entity owns with its parent, subsidiaries or affiliates 5% of the company shares, including the number of securities owned by each of them.
 
 
 
List of names of directors, and securities owned by them and their first degree relatives**, whether these securities are issued by the company, its parent, subsidiary, or associated company (if any).
 
 
 
List of names of executives, and securities owned by them and their first degree relatives**, whether these securities are issued by the company, its parent, subsidiary, or associated company (if any).
 
 
 
Related party transactions and commitments of the company* with the Chairman, Board of Directors and Managing Staff and their relatives up to first of kin.
 
 
 
Details of affiliated and associated companies* including percentage of ownership and names of founding shareholders.
 
 
 
Any other related documents, please attach.
   
 
*: Equivalent documents and information is required for Government Establishments and Entities
  **: First degree relatives include (parents, wife (husband), children)
   

Requirements after DFM approval to list Bonds

Transfer of bonds registry to the DFM’s Clearing, Depositary & Settlement Department.
Coordinate with the DFM to choose a trading symbol and an abbreviated name in both Arabic and English.
Publish, in two Arabic daily Newspapers ten days prior to listing on DFM, the company’s annual financial statements and summary of the Board of Directors’ report, which were submitted with the ESCA Listing Application. Additional publishing in one English Newspaper is required if the company allows non-nationals to trade in its shares.

Issuers obligations for continued listing

The issuer must abide by all the rules and regulations of ESCA.
The issuer must abide by all the rules and regulations of DFM. However, the issuer may notify the DFM if it believes that it may be unable to comply with one or more provisions of the DFM rules and regulations. The DFM shall have discretion on a case-by-case basis, upon receipt of such notice, to grant exemptions.
The issuer must provide DFM, and also publish, its audited annual financial statements within 120 days of the end of the financial year. The issuer shall also provide DFM, with half yearly financial statements and make it publicly available within 30 days from the end of the period. Each of the above should be accompanied by a management report on the business activities.
The issuer must immediately disclose and report to DFM any material information including information submitted with the listing application that is likely to affect the price of the securities and the decision-making of investors.
 
The issuer must satisfy any additional requirements and regulations and furnish any additional documents and/or information that ESCA or DFM may require.
   
 
The issuer that fails to abide by the ESCA and/or DFM rules and regulations may be suspended or de-listed after due process.