A) The term (Law) wherever mentioned in these rules refers to the Capital Market Law issued by Royal Decree No. M/30 dated 2/6/1424 AH.
B) The words and phrases used in these rules shall have the meanings assigned to them in the Law and in the glossary of terms used in the Market Rules unless the context dictates otherwise.
C) The Market - after obtaining the approval of the Authority - may exempt any person from the requirements of these rules based on a request from the person himself or on the Market's own initiative.
D) Any person subject to these rules has the right to appeal to the Committee regarding any decision or procedure taken by the Authority or the Market in accordance with the provisions of these rules.
These rules aim to regulate the following:
1) Listing of securities.
2) Ongoing obligations of issuers of listed securities.
3) Suspension of trading of listed securities.
4) Delisting of listed securities.
A) Securities may only be listed in accordance with the provisions of these rules and after fulfilling the relevant offering requirements stipulated in the applicable executive regulations.
B) It is a condition for listing securities that they be offered to the public through a public offering, except for the following cases:
1) Debt instruments issued by the Government of the Kingdom.
2) Debt instruments issued by the Kingdom's development funds and banks and the Kingdom's sovereign funds offered through an exempt offering in accordance with the rules for offering securities and ongoing obligations.
3) Debt instruments offered through a private placement in accordance with the rules for offering securities and ongoing obligations, for which the issuer submits a request for direct listing in accordance with the provisions of Article Eight of these rules.
4) Shares for which the issuer submits a request for listing on the parallel market, provided that they are offered through the parallel market offering.
5) Shares for which a foreign issuer submits a request for listing in accordance with the provisions of Article Ten of these rules.
6) Shares for which the issuer submits a request for direct listing on the parallel market in accordance with the provisions of Article Forty-Five of these rules.
7) Shares for which the issuer submits a request to transfer them to the main market in accordance with the provisions of Article Forty-Six of these rules.
8) Units of an investment fund that meets the requirements of the executive regulations and the relevant market rules, provided that the applicant obtains prior approval from the Authority for that exemption.
9) Any other case approved by the Authority.
A) The issuer submitting an application for listing its securities shall pay the market fee as determined by the market and approved by the Authority.
B) The issuer with listed securities shall pay the periodic market fee due as determined by the market and approved by the Authority.
This chapter aims to define the conditions for listing securities on the main market.
A) The acceptance of listing securities is conditional upon them being:
1) Compliant with the regulatory requirements in the Kingdom.
2) Issued in accordance with the requirements stipulated in the issuer's charter or any other founding documents, as applicable.
3) Transferable in ownership and tradable. Restrictions referred to in paragraph (B) of this article are excepted.
B) Any restrictions on the transfer of ownership of securities must be approved by the Authority at the time of listing, and investors must be provided with the necessary information to enable transparent and fair dealings in those securities.
C) It is a condition that the securities accepted for listing be deposited with the center.
A) The issuer must be a joint-stock company.
B) It is required that the shares subject to the listing application have sufficient liquidity, as follows:
1) The number of public shareholders must not be less than 200 shareholders at the time of listing.
2) The public ownership of the class of shares subject to the application must not be less than 30% at the time of listing.
The market may - after obtaining the approval of the Authority - allow a lower percentage or a minimum number of shareholders if it deems it appropriate, considering the number of shares of the same class and their distribution among the public.
C) Without prejudice to any minimum percentage or fewer shareholders permitted under paragraph (B) of this article, the requirements stipulated in that paragraph constitute a continuing obligation on the issuer.
D) If the issuer becomes aware at any time - after the listing of its shares - that any of the requirements of paragraph (B) of this article are not met, it must immediately notify the market and take the necessary corrective measures to ensure compliance with the relevant requirements, within the timeframe determined by the market after coordination with the Authority. The issuer must continuously inform the market of any developments regarding the corrective measures.
E) The listing application must include all shares of the previously issued class or proposed to be issued if shares of the same class have not been previously listed. If shares of the same class have been previously listed, the application must include all additional shares proposed to be issued of that class.
F) Unless shares of the same class have been previously listed, the expected total market value at the date of listing for all shares to be listed must not be less than 300 million Saudi Riyals. The market may - after obtaining the approval of the Authority - allow the listing of shares with a lower total market value if it considers the market sufficiently liquid for those shares.
G) Exceptionally from paragraph (F) of this article, in the case of dual listing of shares, the total market value at the date of application submission for all issuer shares must not be less than 300 million Saudi Riyals or its equivalent in other currencies. The market may - after obtaining the approval of the Authority - allow the listing of shares with a lower total market value if it considers the market sufficiently liquid for those shares.
A) The total expected value of all debt instruments to be listed (or for each tranche of the debt instrument issuance program) must not be less than 5 million Saudi Riyals.
B) The market may - after obtaining the approval of the Authority - allow the listing of debt instruments with a value less than the total value specified in paragraph (A) of this article if it deems that the market has sufficient liquidity for the related debt instruments.
C) Without prejudice to any lower total value permitted pursuant to paragraph (B) of this article, the requirement stipulated in paragraph (A) of this article constitutes a continuing obligation on the issuer.
D) If the issuer becomes aware at any time - after listing its debt instruments - that the requirement of paragraph (A) of this article is not met, it must immediately notify the market and take the necessary corrective actions to ensure compliance with the relevant requirement. The issuer must continuously inform the market of any developments regarding the corrective actions.
E) An issuer wishing to submit a direct listing application for its debt instruments - privately placed in accordance with the Rules on Offering Securities and Continuing Obligations - must appoint a financial advisor who meets the requirements set forth in the Rules on Offering Securities and Continuing Obligations to advise the issuer on the application of the provisions of the Law, its executive regulations, and the market rules.
F) The financial advisor appointed by the issuer pursuant to the provisions of paragraph (E) of this article must submit a letter to the market in the form set out in Annex No. (8)(C) of these rules.
G) The provisions of paragraphs (A), (B), (C), and (D) of this article apply to any issuer wishing to directly list its debt instruments privately placed in accordance with the Rules on Offering Securities and Continuing Obligations.
H) The market shall issue its decision regarding applications submitted pursuant to paragraph (E) of this article in accordance with the provisions of Article Twenty of these rules.