QFMA issues new rules on offerings, listings and M&A

01/12/2025 06:44 AST

The Qatar Financial Markets Authority (QFMA) has come out with a slew of measures, including doing away with multiple advisors for listing and determining the reference price through pre-listing auction in direct listing, as part of simplifying the procedures and attracting foreign investments.

His Excellency Sheikh Bandar bin Mohammed bin Saoud al-Thani, Governor of the Qatar Central Bank and chairman of QFMA has issued QFMA's board decision No 8 of 2025 concerning the offering and listing, and mergers and acquisitions (M&A) rules.

The issuance of the new rules comes as part of the state's drive to stimulate the attraction of foreign investments, and in light of the QFMA's ongoing efforts to continuously review and develop the legislative structure regulating the Qatari capital market in line with the best practices and international standards.

The QFMA merged all rules and regulations related to the offering and listing process, such as (rights issues, sukuk and bonds, funds units, book building and share buyback) into unified rules, while added a separate chapter for M&As.

On offerings and subscriptions, the QFMA developed the book-building mechanism and required a single offering and listing advisor instead of the previous multiple roles (offering advisor, listing advisor); while in the case of listing, it added a mechanism to determine the reference price through a pre-listing auction in the case of direct listing.

On sukuk and bonds, the QFMA made it mandatory for the company to appoint a trustee to protect the rights of investors in such instruments.

The QFMA stipulated the requirement of two years before requesting the transfer to the main market from the junior bourse.

About disclosure and transparency; the QFMA made it mandatory to disclose in both Arabic and English. It set additional controls and procedures in case of postponing disclosure to align with international practices and obliging companies to keep lists of insiders and prevent their trading during the ban period.

In the case of restrictions of founders and major shareholders, the QFMA said in the direct listing on the second market, the sale of up to 30% was allowed during the first year.

On M&A, it said the acquisition articles shall apply in the case of the acquisition of shares of a listed company (not in the case of the acquisition of a private company) and regulating the reverse acquisition mechanism. It made it mandatory of the compulsory offer when 90% is reached (minority consent is not required).

As per the new rules, the REITs (real estate investment trusts) have been allowed to borrow up to 50% of gross asset value.

The key objectives are simplifying the procedures for listing and offering companies on Qatari financial markets and facilitating them for the issuers, enhancing the growth and diversity of the national economy and contributing to the advancement of our capital markets to developed markets, and promoting dealers' confidence, developing regulations and procedures, and providing a safe and sustainable investment environment.

"Such new rules will contribute to addressing any challenges that may face the Qatari capital sector, and will contribute to enhancing the growth and diversity of the national economy, as well as contribute to enhancing the advancing of our capital markets to the rank of developed markets, especially in light of the development of the Qatari capital market and the qualitative leaps it has achieved over the past few years," Sheikh Bandar said.

Dr Tamy bin Ahmad al-Binali, chief executive officer of QFMA, said it had presented the rules for public consultation in April last year, inviting all participants dealing in the Qatari financial markets to review the proposed new draft rules, express opinions on its contents, and provide their comments and suggestions.

The desired objectives of any proposed legislative draft to develop the legislative structure of the Qatari capital market will only be achieved through fruitful co-operation and continuous support and assistance from all entities subject to the QFMA's jurisdiction, professionals dealing in the financial markets and companies listed therein, as well as investors dealing in the capital markets, according to him.