ADX Main Market: new listing requirements and continued listing obligations

The Main Market of the Abu Dhabi Securities Exchange (ADX) is its primary equity market segment, designed for established companies that meet the highest listing and regulatory standards in the UAE. It sits alongside the Growth Market (for younger and smaller companies) but the company requirements differ in terms of maturity, financial history and governance levels.

The below criteria detail the general requirements that a company seeking to file for a new listing on ADX’s Main 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 since incorporation, with two audited financial statements; or if it is operating via subsidiaries, it must have been operating for at least two years with audited statements thereof.

Foreign Company: The company must have at least two years of audited financials.

Free Zone Company: The company must have at least two years of audited financials, and must also demonstrate that net equity exceeds paid-up capital.

Net Equity / Paid-up Capital

Local Private Joint Stock Company: Net equity must be at least equal to the paid-up capital (i.e. net equity is equal to or greater than 100% of paid up).

Foreign Company: Net equity must be at least equal to the paid-up capital (i.e. net equity is at least equal to 100% of paid up). For foreign companies, paid-up capital must be fully paid and be at least AED 40 million (or equivalent).

Free Zone Company: Same as foreign and local requirements, depending on whether the free zone company is generally treated as foreign unless incorporated under UAE commercial law.

Profitability

Local Private Joint Stock Companies, Foreign Companies and Free Zone Companies all have the same requirements: The company must have realised profits (which are earned and recognised in the company’s audited financial statements, excluding fair-value gains) during at least the last two fiscal years.

Ownership / Shareholders

Local Private Joint Stock Company: The company must have at least two shareholders; and a maximum 200 shareholders.

Foreign Company: The required number of shareholders depends on home jurisdiction; disclosure of significant shareholders is mandatory.

Free Zone Company: Regulation depends on the free zone. There is no cap of 200 shareholders but transparency of ownership required.

Minimum Capital / Free Float

Local Private Joint Stock Company: The company must list at least 5% of its share capital in a public free float (subject to ADX/SCA discretion).

Foreign Company: The company must list at least 5% of its share capital in a public free float.

Free Zone Company: The company must meet minimum free float requirements prescribed by ADX.

Regulatory Oversight

Local Private Joint Stock Company: The company listing is regulated by the Securities & Commodities Authority (SCA) and the ADX.

Foreign Company: The company must be regulated in its home country by an equivalent authority with similar investor protection standards.

Free Zone Company: The company must have regulatory oversight from free zone (e.g. DIFC, ADGM). This is subject to ADX clearance.

Listing Advisor

Local Private Joint Stock Companies, Foreign Companies and Free Zone Companies all have the same requirements: The company must appoint a listing advisor licensed by the Authority.

Prospectus

Local Private Joint Stock Companies, Foreign Companies and Free Zone Companies all have the same requirements: This is mandatory and must be approved by the SCA prior to publication.

No Objection from Free Zone Authority

Local Private Joint Stock Company: Not applicable.

Foreign Company: Not applicable.

Free Zone Company: The company must obtain a “no objection” from the regulatory authority in the free zone.

Appointment of Representative

Local Private Joint Stock Company: Not applicable.

Foreign Company: The company must appoint a representative in the State to register the shares, distribute dividends, receive and issue reports and documents relevant to the company’s operations.

Free Zone Company: Not applicable.

Currency of Listing

Local Private Joint Stock Company: AED.

Foreign Company: AED or home currency with prior SCA approval.

Free Zone Company: Typically AED for UAE-based issuers.

Additional Notes / Exemptions

Local Private Joint Stock Company: ADX may grant exemptions for government-related or strategic entities.

Foreign Company: May be a dual or secondary listing with disclosure requirements.

Free Zone Company: Treated as domestic if incorporated in ADGM or DIFC (recognised jurisdictions).

Continued Listing Obligations

Financial Reporting – Quarterly / Interim Reports

Companies must provide comparative quarterly financial reports (compared to the same quarter in the prior year). This includes financial statements, board report or MD&A; and they must be approved by executive management.
They must also submit audited financial statements within 45 days of quarter end.
Reference: ADX Rulebook – Article 9 (7).

Annual Financial Statements

Companies must submit audited annual financial statements including the Board and auditor’s reports within 90 days of fiscal year-end, and a preliminary unaudited summary within 45 days after year-end.
Reference: ADX Rulebook – Article 9 (6) and (8).

Board / Management Meeting Disclosures

When board meetings are going to discuss matters that could affect share price, the company must:

1. Disclose an agenda and schedule of the meeting at least two business days before the meeting date.
2. Disclose decisions made in that meeting immediately after the meeting ends (excluding the day of meeting).

Advance disclosure is required two business days prior; decisions immediately after.
Reference: ADX Rulebook – Article 9(2-3).

Prohibition on Insider Trading ahead of Financial Disclosures

Chairpersons, board members and employees with access to insider information cannot trade in the company’s securities (and certain related companies) during a blackout period (governed by the Securities & Commodities Authority) ahead of financial disclosures. Typically, this is between 15 days before disclosure of financial statements and when disclosure is made.

Language Requirements

Reports are to be made in Arabic and English, through the ADX’s electronic disclosure system and prepared in accordance with IFRS standards. Financial reports, e.g. quarterly reports, must be in both languages.

Free Float / Public Shareholder Base Maintenance

The company must retain a required free float and a number of shareholders appropriate to the category (first / second category etc.). Breach can lead to movement between categories.
This applies for as long as the company is listed and assessed annually (often at the end of fiscal year) for category membership.

Notification of Significant Events / Material Developments

Companies must inform ADX and public of any events that are likely to affect a company's share price or may be material, as well as changes in substantial shareholdings (e.g. crossing thresholds). Disclosure to ADX must be done as soon as changes are made aware to the company.

Maintaining Capital / Net Equity Condition

A company’s net equity must remain at least equal to its 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).

Insider List Changes

Companies must maintain an updated list of insiders. Any addition, amendment, or deletion of an insider (e.g. board member, persons with access to insider info) must be disclosed immediately.
Disclosure to ADX must be done as soon as changes are made aware to the company.

Trading Halts / Suspension for Non-compliance

If required disclosures or filings are delayed (e.g. financial reports, board meeting notices), suspended trading applies when deadlines are missed; for example, if financial reports are not submitted by a specified time ADX may suspend trading of the company's shares.
Reference: ADX Rulebook – Article 10.