The Qatar Financial Markets Authority (QFMA) has issued new Offering and Listing, and Mergers and Acquisitions Rules, consolidating and updating requirements for securities offerings, listings and takeover activity on QFMA-licensed Qatari financial markets. The package replaces the Offering and Listing of Securities on the Financial Markets Rulebook issued in 2020 and is intended to streamline procedures while strengthening investor protection, disclosure and market conduct safeguards. The rules merge previously separate provisions covering the offering and listing process, including rights issues, sukuk and bonds, fund units, book-building and share buybacks, and introduce a standalone chapter for acquisitions and mergers. Key changes include an updated book-building mechanism that requires the appointment of a single offering and listing advisor, a pre-listing auction to set a reference price for direct listings, and a mandatory trustee appointment for sukuk and bond issuances. For the second market, the framework adds a two-year minimum period before companies can request transfer to the main market and requires an annual governance report; disclosure must be made in both Arabic and English, with additional controls for delayed disclosure, insider list maintenance and restrictions on insider trading during blackout periods. The rules also permit founders and major shareholders in a direct listing on the second market to sell up to 30% in the first year, set takeover provisions including regulation of reverse acquisitions and a compulsory offer at the 90% threshold without requiring minority consent, and allow REITs to borrow up to 50% of gross asset value. Entities within scope must comply within one year of the rules’ publication in the Official Gazette, with the compliance period extendable by the QFMA board chairman. QFMA noted that the draft rules were previously consulted on in April 2024.
Qatar Financial Markets Authority 2025-11-30
Qatar Financial Markets Authority issues new Offering and Listing and Mergers and Acquisitions Rules replacing the 2020 framework
The Qatar Financial Markets Authority has issued new Offering and Listing, and Mergers and Acquisitions Rules, updating requirements for securities offerings, listings, and takeovers on QFMA-licensed markets. Key changes include a revised book-building mechanism, a pre-listing auction for direct listings, and mandatory trustee appointments for sukuk and bond issuances. The rules introduce a two-year minimum period before companies can transfer to the main market and set takeover provisions, including a compulsory offer at the 90% threshold.