Doha, November 30 (QNA) - HE Governor of Qatar Central Bank and Chairman of Qatar Financial Markets Authority (QFMA) Sheikh Bandar Bin Mohammed Bin Saoud Al-Thani has issued QFMA's Board Decision No. (8) of 2025 Concerning the Offering and Listing, and Mergers and Acquisitions Rules.

His Excellency affirmed that the issuance of the new Offering and Listing, and Mergers and Acquisitions 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.

This stems from its commitment to keeping pace with the latest developments and changes in the international capital markets, and their desire to further simplify the listing and offering of listed companies, and to facilitate such process for the issuers.

His Excellency indicated that QFMA, as a regulatory and supervisory body, works to ensure the continued development of the Qatari capital market, in line with the latest developments taking place in global markets.

It also works to improve the market's infrastructure to enhance the dealers' confidence and develop regulations and procedures to contribute to enhancing transparency, integrity, investor protection, as well provide a safe and sustainable investment environment.

His Excellency added that 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.

This is coupled with a stimulating and attractive investment environment for local and foreign capital, supported by regulating laws and legislation.

His Excellency pointed out that the Offering and Listing, and Mergers and Acquisitions Rules are an initiative within the Third Financial Sector Strategic Plan, which emphasizes the continuous work to develop legislative and regulatory frameworks for Qatar's capital markets, in a way that contributes to enhancing their attractiveness to local and international investors.

His Excellency stressed that the new Offering and Listing, and Mergers and Acquisitions Rules include the integration of all existing legislation regulating the securities' listing and trading for companies listed or wishing to list on one of the Qatari financial markets licensed by QFMA, in addition to developing some of these legislations and adding many new provisions aimed at facilitating procedures for listed companies, protecting the rights of investors, ensuring the stability of transactions in the capital markets, and consolidating the principles and values of the best international standards and practices.

For his part, CEO of QFMA, Dr. Tamy Bin Ahmad Al Binali, pointed out that QFMA had presented Offering and Listing, and Mergers and Acquisitions 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.

He stressed that QFMA is keen to present any new draft rules for consultation with public and with relevant parties, believing that the desired objectives of any proposed legislative draft to develop the legislative structure of the Qatari capital market will only be achieved through fruitful cooperation 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.

He pointed out that the new Offering and Listing, and Mergers and Acquisitions Rules, which took more than two years, are the result of joint work and concerted efforts of the financial sector regulators.

He added that the new Offering and Listing, and Mergers and Acquisitions Rules replace the Offering & Listing of Securities on the Financial Markets Rulebook issued by QFMA's Board Decision No. 4 of 2020.

He pointed out that those concerned with the new rules include companies and entities listed on the stock exchange and their acquisitions and mergers, companies and entities wishing to offer and list, investors, and offering and listing advisors.

Among the key additions and amendments included in the Offering and Listing, and Mergers and Acquisitions Rules is the structure of the rules, where all rules and regulations related to the offering and listing process, such as (rights issues, sukuk and bonds, funds units, book building, share buyback, etc.) have been merged into a unified rules, as well as the addition of a separate chapter for acquisitions and mergers.

For offerings and subscriptions, the book-building mechanism has been developed, requiring a single offering and listing advisor instead of the previous multiple roles (offering advisor, listing advisor, etc.).

Regarding listing, a mechanism has been added to determine the reference price through a pre-listing auction in the case of direct listing, and for sukuk and bonds, it has become mandatory to appoint a trustee to protect the rights of investors in sukuk and bonds.

The new amendments regarding the second market also included the requirement of two years before requesting the transfer to the main market, and obliging companies to prepare an annual governance report, while for disclosure and transparency, the new rules obliged disclosure in both Arabic and English, setting 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 terms of the restrictions of founders and major shareholders, in the direct listing on the second market, the sale of up to 30 percent was allowed during the first year.

For acquisitions and mergers, the acquisition articles apply in the case of the acquisition of shares of a listed company (not in the case of the acquisition of a private company), the regulation of the reverse acquisition mechanism, and the compulsory offer when 90 percent is reached (minority consent is not required).

For REITs, these types of funds have been allowed to borrow up to 50 percent of gross asset value.

Pursuant to Article 2 of the Offering and Listing, and Mergers and Acquisitions Rules, any person to whom the Rules annexed to this decision

apply must comply with the Rules annexed to this decision within the period of 1 year from the date of their publication in the Official Gazette, and the Chairman of the Authority's Board of Directors may extend this period.

It is worth mentioning that the new Offering and Listing, and Mergers and Acquisitions Rules has been prepared based on a benchmark study with similar legislation in the international financial markets, and in light of the review and evaluation of the current legislation regulating companies listed on the financial markets, whether related to the issuance, offering and listing of securities, rights issues trading, acquisitions and mergers, or the company's buyback of its own shares (treasury shares), or the company's purchase of own shares for the purpose of employees incentive scheme, or rules of company's conversion into public shareholding company for listing on the Qatari financial markets. (QNA)