The Qatar Financial Markets Authority has issued new Offering and Listing, and Mergers and Acquisitions Rules under Board Decision No. (8) of 2025, consolidating and updating requirements for securities offerings, listings and listed-company acquisitions and mergers on QFMA-licensed markets. The rules replace the Offering and Listing of Securities on the Financial Markets Rulebook issued under Board Decision No. 4 of 2020. The framework merges previously separate provisions covering areas such as rights issues, sukuk and bonds, fund units, book-building and share buybacks into a unified rule set and adds a standalone acquisitions and mergers chapter. Key changes include a developed book-building mechanism and a requirement to appoint a single offering and listing advisor; a pre-listing auction to determine the reference price for direct listings; and a mandatory trustee for sukuk and bond issuances. For the second market, issuers must wait two years before applying to transfer to the main market and must prepare an annual governance report. Disclosure must be made in both Arabic and English, with additional controls on delayed disclosure, alongside requirements to maintain insider lists and restrict insider trading during ban periods. The rules also permit founders and major shareholders to sell up to 30% in the first year following a direct listing on the second market, introduce provisions for reverse acquisitions, and require a compulsory offer once 90% ownership is reached without requiring minority consent. For real estate investment trusts, borrowing is permitted up to 50% of gross asset value. Entities within scope must comply within one year from publication in the Official Gazette, with a potential extension at the discretion of the Chairman of the Authority’s Board of Directors. The authority noted the rules followed a public consultation launched in April last year and were developed over more than two years.

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