Login using IAM
Rules on the Offer of Securities and Continuing Obligations
Current Provision
Proposed Amendments
Explanation
PART 8
Offer or Registration in Parallel Market
Article 74: Scope and Application
...
d) The offer, under this Part, shall be limited to the categories of qualified investors, and the financial advisor of the issuer is responsible for ensuring compliance with this paragraph.
e) In all cases, Capital Market Institutions shall ensure that their clients of qualified investors are aware of the risks involved in subscribing of shares offered in the Parallel Market.
d) The offer, under this Part, shall be limited to the categories of qualified investors in the Parallel Market, and the financial advisor of the issuer is responsible for ensuring compliance with this paragraph.
e) In all cases, Capital Market Institutions shall ensure that their clients of qualified investors in the Parallel Market are aware of the risks involved in subscribing of shares offered in the Parallel Market.
It is proposed to amend Article (74) of Part (8) of the Rules on the Offer of Securities and Continuing Obligations, to develop the category of investors permitted to invest in the parallel market.
Rules on the Offer of Securities and Continuing Obligations
PART 8:
Article 79: Requirement to Submit the Application to the Authority
…
f) Where the offer is not completed by the prescribed offer end date specified in the prospectus provided to the Authority, the financial advisor must provide the Authority within ten days with a notification in writing signed by the financial advisor confirming that the offer has not completed. The financial advisor may, in consultation with the issuer, extend the period of the offer before end date of the offer, the qualified investor who has subscribed to the shares prior to the extension of the offer period may cancel or amend its subscription.
f) Where the offer is not completed by the prescribed offer end date specified in the prospectus provided to the Authority, the financial advisor must provide the Authority within ten days with a notification in writing signed by the financial advisor confirming that the offer has not completed. The financial advisor may, in consultation with the issuer, extend the period of the offer before end date of the offer, the qualified investor in the Parallel Market who has subscribed to the shares prior to the extension of the offer period may cancel or amend its subscription.
It is proposed to amend Article (79) of Part (8) of the Rules on the Offer of Securities and Continuing Obligations, to develop the category of investors permitted to invest in the parallel market.
Article 83: Supplementary Prospectus and Supplementary Shareholders' Circular or Supplementary Registration Document
d) Where a supplementary prospectus is submitted to the Authority under this Article, a qualified investor who subscribed for shares prior to the publishing of the supplementary prospectus is permitted to rescind or amend his subscription for such shares prior to the end of the offering period.
d) Where a supplementary prospectus is submitted to the Authority under this Article, a qualified investor in the Parallel Market who subscribed for shares prior to the publishing of the supplementary prospectus is permitted to rescind or amend his subscription for such shares prior to the end of the offering period.
It is proposed to amend Article (83) of Part (8) of the Rules on the Offer of Securities and Continuing Obligations, to develop the category of investors permitted to invest in the parallel market.
Article 85: Publication of Prospectus, Shareholders' Circular, Registration Document and Formal Notices
a) The issuer must publish the prospectus or the registration document (where applicable) and must ensure that it is made available to the qualified investors at least (14) days prior to the start of the offering (In case of prospectus) and before direct listing (in case of registration document).
b) As an exception from paragraph (a) of this Article, an issuer must publish the prospectus and must ensure that it is made available to the public at least (14) days prior to the date of the general assembly meeting where an offering of a rights issue is to be made or where share issuance with the suspension of preemptive rights is to be made.
c) Where an issuer must publish a shareholders' circular in accordance with the provisions of these Rules, it must ensure that it is made available to the qualified investors at least (14) days prior to the relevant general assembly meeting.
d) The prospectus, the shareholders' circular, the registration document (where applicable) any supplementary prospectus, any supplementary shareholders' circular or any supplementary registration document (as applicable) shall be made available to the public in electronic form on the official websites of the issuer, the Authority, the Exchange and the financial advisor.
a) The issuer must publish the prospectus or the registration document (where applicable) and must ensure that it is made available to the qualified investors in the Parallel Market at least (14) days prior to the start of the offering (In case of prospectus) and before direct listing (in case of registration document).
b) As an exception from paragraph (a) of this Article, an issuer must publish the prospectus and must ensure that it is made available to the qualified investors in the Parallel Market at least (14) days prior to the date of the general assembly meeting where an offering of a rights issue is to be made or where share issuance with the suspension of preemptive rights is to be made.
c) Where an issuer must publish a shareholders' circular in accordance with the provisions of these Rules, it must ensure that it is made available to the qualified investors in the Parallel Market at least (14) days prior to the relevant general assembly meeting.
d) The prospectus, the shareholders' circular, the registration document (where applicable) any supplementary prospectus, any supplementary shareholders' circular or any supplementary registration document (as applicable) shall be made available to the qualified investors in the Parallel Market in electronic form on the official websites of the issuer, the Authority, the Exchange and the financial advisor.
It is proposed to amend Article (85) of Chapter (8) of the Rules on the Offer of Securities and Continuing Obligations to develop the category of investors permitted to invest in the Parallel Market.
Glossary of Defined Terms Used in Regulations and Rules of the Capital Market Authority
Qualified Investor: means in Part 8 of the Rules on the Offer of Securities and Continuing Obligations, Articles 46 and 47 of the Investment Funds Regulations and Article 45 of the Real Estate Investment Funds Regulations, any of the following:… 8) Natural persons allowed to open an investment account in the Kingdom and an account at the Depositary Center, and fulfil any of the following criteria:a. Has conducted transactions in security markets of not less than 40 million Saudi riyals in total, and not less than ten transactions in each quarter during the last twelve months.…9) Any other persons prescribed by the Authority
Qualified Investor in the Parallel Market: means in Part 8 of the Rules on the Offer of Securities and Continuing Obligations, Articles 46 and 47 of the Investment Funds Regulations and Article 45 of the Real Estate Investment Funds Regulations, any of the following:…8) Natural persons allowed to open an investment account in the Kingdom and an account at the Depositary Center, and fulfil any of the following criteria:a. Has conducted transactions in security markets of not less than 30 million Saudi riyals in total during the last twelve months.…9) Board members and members of the specialized committees emanating from the Board of Directors in companies listed in the Parallel Market. 10) Any other persons prescribed by the Authority.
It is proposed to amend this term in the Glossary of Defined Terms Used in The Regulations and Rules of The Capital Market Authority, to develop the category of investors permitted to invest in the parallel market
Last update: 11 March 2025
You can browse the portal by giving voice commands using the microphone
Speak Now...
Please give voice commands from the following options:
Disclaimer: Translation into other languages depends on the Google translation, Therefor the NCC is not responsible for the accuracy of the information in the new language.
