​In continuance to the Authority’s role in regulating and developing the Capital Market, and in line with the Saudi Vision 2030, and in accordance with the Capital Market Law issued by Royal Decree number (M/30) dated 02/06/1424H, the CMA Board issued its resolution on 1/9/1440H corresponding to 6/5/2019G to publish the proposed amendments to the Rules on the Offer of Securities and Continuing Obligations, for public consultation, for a period of 30 calendar days ending on 2/10/1440H corresponding to 5/6/2019G.

The proposed amendments to the Rules on the Offer of Securities and Continuing Obligations comes in line with the Authority’s objectives to regulate and develop the Capital Market, and the efforts of the Authority and the Saudi Stock Exchange Company (Tadawul) to encourage foreign issuers to list their shares in the Main Market, promote the trading and listing in the Parallel Market and enable direct listing of shares in the Parallel Market. The amendments come at the same time with the proposed amendments to the Listing Rules issued by the Saudi Stock Exchange Company (Tadawul) to this regards, and which will be published for public consultation in concurrence with the publication of the Rules on the Offer of Securities and Continuing Obligations for the same purpose.

The most prominent amendments to the Rules on the Offer of Securities and Continuing Obligations are as follows:

• Regulating the registration of shares for direct listing in the Parallel Market by indicating the provisions and requirements related to the application for registration of shares in the Parallel Market and the information required upon submitting such application to Authority, and adding Annex 20(a) regarding the registration document and Annex 7(b) regarding the issuer’s acknowledgement upon applying for the registration of its shares in the Parallel Market.

• Changing the disclosure requirement of the first, second, and third interim financial statements of the financial year of an issuer whose shares are listed in the Parallel Market to the semi-annual interim financial statements of an issuer’s financial year.

• Adding a requirement obliging the issuer seeking registration and offering of its shares in the Parallel Market or the registration of its shares in the Parallel Market to submit along with its application to the Authority electronic copies of the acknowledgement and an undertaking signed by the board of directors of the issuer and by each proposed director of the issuer in the form set forth in Annex 8 of the Rules on the Offer of Securities and Continuing Obligations.

• Amending paragraph (c) of Article 69 of the Rules on the Offer of Securities and Continuing Obligations to include termination of a director's membership in the board of directors or director's dismissal from the board of directors, and termination of any of the audit committee's membership.

• Stating the provisions of the Rules on the Offer of Securities and Continuing Obligations, which a foreign issuer who submits an application for the listing its shares in the main market pursuant to the Listing Rules the, must comply with.

The CMA, with full gratitude, would like to receive the opinions and comments of relevant and interested persons, through the following channels:

• Email (Laws.Regulations@cma.org.sa). The Authority invites relevant and interested parties to provide their opinions and comments in the form available through the following link:

• Fax number (+966114906460); or
• Mail address (P.O. Box 87171 Riyadh 11642, CMA Deputy for Legal Affairs and Enforcement – Laws and Regulations Department).

All comments will be taken into full consideration for the purpose of finalizing the amendments to the Instructions.

The amendments on Rules on the Offer of Securities and Continuing Obligations can be viewed via the following link:

Drafted Rules on the Offer of Securities and Continuing Obligations

مسودة قواعد طرح الأوراق المالية والالتزامات المستمرة