ADX Growth Market: new listing requirements and continued listing obligations

The ADX Growth Market is designed for private, family-owned or early-growth companies (including startups) that wish to become listed without incurring the same level of regulatory burden as Main Market listings. The Growth Market offers a streamlined listing and disclosure programme tailored to companies that are in their early stages of growth. Companies can access capital in return for transparency and manageable good governance.

The below criteria detail the general requirements that a company seeking to file for a new listing on ADX’s Growth Market must comply with. Once the company is listed, continuing obligations would apply as outlined further below.

New Listing Requirements

Incorporation Age

Local Private Joint Stock Company: The listing must take place at least two years after incorporation, with two audited financial statements, OR through subsidiaries with less than two years of operations and audited statements.

Foreign Company: The company must show at least two years of audited financials; it must be duly incorporated and regulated in its home jurisdiction.

Free Zone Company: The company must provide audited financial statements for the preceding two financial years (standalone or consolidated). It may rely on parent company financials if it has been recently established.

Net Equity / Paid-up Capital

Local Private Joint Stock Company: Net equity must be at least equal to the paid-up capital.

Foreign Company: Net equity must be at least equal to, or more than the paid-up capital. Paid-up capital must be fully paid and be at least AED 40 million (or equivalent) in many cases.

Free Zone Company: The requirements are the same as for local or foreign companies depending on whether the free zone company is treated as local or foreign; but in every case net equity must be at least equal to the paid-up capital.

Profitability

Local Private Joint Stock Company: There are no explicit profitability requirements. The ADX Growth Market caters to family or growth companies and profitability is not a mandatory condition.

Foreign Company: The company must have realised profits during at least the last two fiscal years.

Free Zone Company: A set profitability is not required if the company is treated as a local entity; it is required as above if treated as a foreign entity.

Ownership / Shareholders

Local Private Joint Stock Company: The company must have at least two shareholders and a maximum 200 shareholders, as per UAE Commercial Companies Law.

Foreign Company: There is no specific shareholder limit; foreign issuers must disclose the shareholding and ownership structure.

Free Zone Company: The company must comply with shareholder requirements under free zone regulations; ADX focuses on ownership transparency.

Minimum Capital / Free Float Capital

Local Private Joint Stock Company: A minimum of 5% of the company’s share capital must be made available for public trading (free float).

Foreign Company: A minimum of 5% of free float is expected; this may be adjusted based on the company’s listing structure or market liquidity.

Free Zone Company: A minimum of 5% of free float is required unless waived by ADX based on the investor base or free zone regulator’s recommendations.

Transferability and Share Rights

Local Private Joint Stock Company: Shares must provide equal equity rights and obligations to all holders in the same class. There should be no restrictions on transferring ownership of shares.

Foreign Company: The same obligation as above applies; a foreign issuer must ensure shares are freely transferrable on a regulated exchange.

Free Zone Company: The same obligation applies; where multiple share classes exist under free zone law, ADX may require unification for listing purposes.

Regulatory Oversight

Local Private Joint Stock Company: The listing will be subject to Securities & Commodities Authority (SCA) supervision. The company must appoint a listing advisor licensed by the SCA to coordinate the listing and due diligence.

Foreign Company: The company must be subject to an equivalent securities regulator in its home jurisdiction and appoint a local representative for compliance and dividend distribution.

Free Zone Company: The company must obtain a ‘No Objection Certificate’ (NOC) from the relevant free zone authority. It will be under ongoing supervision by both the ADX and free zone regulators.

Auditor / Financial Standards

Local Private Joint Stock Company: Audited financials must comply with International Financial Regulation Standards and be prepared by an SCA-registered auditor. Submissions through the ADX portal must be completed in both Arabic and English.

Foreign Company: Financial statements must follow International Financial Regulation Standards (IFRS) or an equivalent standard accepted by the ADX/SCA.

Free Zone Company: Financial statements must follow IFRS unless another accepted standard applies (e.g. DIFC/ADGM). Reconciliation to IFRS may be required.

Continued Listing Obligations

Disclosure of Material / Price-Sensitive Information

Companies must disclose information, reports and decisions by the company that may affect the price of its securities (such as mergers, issuance of new securities, board / general assembly items or suspension of production lines) immediately.
Reference: ADX Rulebook, Article 9(1) and (3).

Significant Shareholding Disclosure

If a shareholder reaches 5% ownership (directly or indirectly), or increases shareholding beyond that by additional thresholds, this must be disclosed.
Reference: ADX Rulebook, Article 9(1).

Financial Reporting – Quarterly / Interim Reports

Companies must submit quarterly financial statements (comparative to the same period in the previous year), including interim reports, approved by management.
Reference: ADX circular: audited financial statements within 45 days of quarter end. ADX Rulebook – Article 9 (7).

Annual Financial Statements

Companies must publish audited annual financials within 90 days of the end of their fiscal year.
Reference: ADX Rulebook – Article 9 (6) and (8).

Board / Management Meeting Disclosures

If a board meeting or General Assembly has on its agenda items that could affect share price, the agenda and schedule must be disclosed at least two business days prior to the meeting. Decisions must be disclosed immediately after the meeting.
Reference: ADX circulars Sep 2024. ADX Rulebook – Article 9 (2) and (3).

Prohibition on Insider Trading Ahead of Financial Disclosures

Insiders (board members, executives and relevant employees with access to material information) must not trade in the period preceding the disclosure of financial statements (this is a mandatory blackout period). The duration of the blackout period is governed by the Securities & Commodities Authority’s Market Conduct Regulations and issuer policy.

Corporate Governance & Board / Shareholder Transparency

Companies must disclose their major shareholders, board members and relatives of board members and any changes thereto. They must also disclose relationships with subsidiaries or affiliates and ensure shareholder rights and fair treatment.
Reference: Application rules & continuing obligations (adx.ae). ADX Rulebook – Article 9 (9).

Maintaining Capital / Net Equity Condition

A company’s net equity must remain at least equal to paid-up share capital. If net equity falls below paid-up capital, the company must disclose the position and take remedial action.
Reference: ADX Rulebook – Article 5(1)(a) and (b).

Insider / Insider List Changes

Companies must maintain an updated list of insiders (persons with access to unpublished material information) and notify the ADX of any additions, amendments or deletions to their insiders list.
Reference: Securities & Conduct Authority, Market Conduct Regulations.

Disclosure Language and Format

Financial statements and reports must be submitted in Arabic and English via ADX’s e-services, following International Financial Reporting Standards (IFRS).
Reference: Circulars require bilingual disclosure and International Financial Reporting Standards (adx.ae).

Trading Halts / Suspensions

ADX may suspend trading if financial statements or other disclosures are not submitted in time or if price movements occur without explanation. Trading is also suspended until the company rectifies such delay or clarifies the cause.
Reference: ADX FAQ: trading suspension for noncompliance (adx.ae). ADX Rulebook – Article 10.