Corporate Finance and Listing Requirements Flashcards

What are the SCA listing requirements for companies seeking to list on UAE exchanges?

Answer: Minimum capital, operating history, profitability track record, corporate governance compliance, free float requirements, and comprehensive disclosure

SCA listing requirements include minimum paid-up capital, sufficient operating history (typically 3 years), demonstrated profitability, corporate governance compliance, minimum free float percentage, and comprehensive prospectus disclosure.

What continuous disclosure obligations do listed companies have under SCA regulations?

Answer: Immediate disclosure of material information, quarterly and annual financial reporting, board/ownership changes, and any events that could affect share price

Listed companies must immediately disclose price-sensitive information, publish quarterly and annual financial reports, report changes in board composition and major shareholdings, and disclose any events potentially affecting share price.

What are the SCA regulations on tender offers and takeovers?

Answer: Mandatory tender offer trigger thresholds, equal treatment of shareholders, minimum acceptance period, independent advisor appointment, and board disclosure requirements

SCA takeover regulations specify: mandatory tender offer thresholds (typically 30% ownership triggers full offer), equal treatment principles, minimum offer periods, independent board advisor requirements, and comprehensive disclosure to shareholders.

What related party transaction rules does the SCA enforce?

Answer: Board approval (excluding interested directors), shareholder approval for material transactions, independent valuation, full disclosure, and fair dealing requirements

SCA related party transaction rules require: board approval with interested director abstention, shareholder approval for material transactions, independent fairness opinions, full transaction disclosure, and arms-length dealing requirements.

What dividend distribution regulations does the SCA establish?

Answer: Dividends must be paid from distributable profits, comply with SCA approval procedures, maintain minimum capital requirements, and follow shareholder-approved distribution policies

SCA dividend regulations require: distribution from profits only (not capital), board recommendation and shareholder approval, maintenance of minimum capital after distribution, and compliance with the company's approved dividend policy.

What is the SCA's role in regulating share buyback programs?

Answer: Companies must obtain SCA approval, disclose buyback intentions, comply with volume and price limits, and report executed buybacks within specified timeframes

SCA regulates share buybacks through prior approval requirements, public disclosure of buyback programs, daily volume limits, price restrictions, reporting of executed purchases, and limits on total shares that can be repurchased.