Syndicate Legal Advisory Services prepares the complete legal documentation package required to list a company’s shares on the Saudi Exchange Main Market or Nomu Parallel Market by way of a primary listing or a cross-listing. Working alongside the company’s management, the CMA-licensed financial adviser and lead manager, the CMA-registered auditors, and the Securities Depository Center, we draft, assemble, and organize every document the Capital Market Authority and the Saudi Exchange require — for an initial public offering in the Kingdom, a direct listing on Nomu, a cross-listing by a company already listed in the United States, or a transfer from Nomu to the Main Market — so the application is submitted complete, internally consistent, and ready for review.
Scope of work includes:
Pre-application and market analysis — written assessment of the company against the Main Market listing requirements (operating history, audited financial statements, public-float and shareholder-count requirements, and minimum market capitalization) and the Nomu requirements (including the qualified-investor restriction, the financial adviser requirement, and the direct-listing conditions), the CMA’s conditions for foreign issuers under the offer rules and the Exchange’s Listing Rules — including recognition of the company’s home jurisdiction and existing listing for a cross-listing — and the suitability of the Saudi investor base for the company’s sector, with a gap memo identifying the achievable market and route and what must be addressed before filing.
CMA application and Exchange listing application package — preparation of the application to the CMA for registration and offer of the shares (or the cross-listing application) and the application to the Saudi Exchange for listing, in the forms the rules prescribe; the financial adviser’s and legal adviser’s letters, undertakings, and due-diligence confirmations; the directors’ and senior executives’ declarations; the company’s undertakings to the CMA and the Exchange; the shareholder register and public-float analysis; the Edaa and Muqassa eligibility confirmations; and all supporting exhibits, with certified Arabic translations of the company’s constitutional documents, material contracts, and home-country financial statements.
Prospectus — drafting and coordination of the Arabic-language prospectus (with an English version where permitted) in the form the CMA’s offer rules require for a Main Market IPO or Nomu offer, including the business, risk-factor, financial, related-party, and legal-information sections, the auditors’ and legal adviser’s reports, the responsibility statements, and the underwriting and subscription documentation; for a Nomu direct listing or a cross-listing, the registration document or the reduced disclosure document the CMA permits, incorporating the company’s U.S. filings.
Foreign-issuer compliance documents — the documents the CMA and the Exchange require specifically of foreign companies: documentation that the company’s home-country regulatory regime and constitutional documents provide investor protections comparable to Saudi requirements, the appointment of a representative in the Kingdom for notices and disclosure, undertakings on Saudi disclosure and governance compliance, and the regulatory confirmations from the home exchange and regulator for a cross-listing.
U.S. securities law coordination — Regulation S structuring for the Saudi offering, confirmation that the listing creates no new Securities Act or Exchange Act registration obligation, conforming disclosure in the company’s U.S. periodic reports, U.S. sanctions and export-control review where relevant to the business or investor base, and reconciliation of the Saudi and U.S. disclosure timetables so that one event is announced consistently in both markets.
Corporate governance documents — amendments to the constitutional documents to meet the CMA’s Corporate Governance Regulations as applied to foreign issuers (including board composition and independent-member requirements, the audit, nomination, and remuneration committees, and shareholder-rights provisions), board and shareholder resolutions authorizing the listing and offering, the corporate governance policies the regulations require, and the English-language mirror versions the U.S. board will act on; and, where the company intends to be eligible for Sharia-compliant investment mandates, the documentation supporting a Sharia screening.
Continuing-obligations, insider, and ownership-reporting compliance — material-development disclosure procedures under the CMA’s continuing obligations, insider lists and the dealing restrictions and blackout periods for board members and senior executives, the notification of substantial shareholdings, the market-conduct rules, and integration with the company’s U.S. Regulation FD, Section 16, and Schedule 13D/13G procedures.
Depository and settlement documentation — Edaa registration of the shares, Muqassa clearing arrangements, the appointment of the Saudi registrar functions, and the mechanism for transferring shares between DTC and Edaa for a cross-listed company, including the custody arrangements for the underlying shares.
Regulator and Exchange correspondence — preparation of English-language drafts and supporting materials for responses to CMA comments on the application and prospectus, Saudi Exchange listing queries, and the financial adviser’s and legal adviser’s due-diligence requests, for finalization and filing by Saudi counsel.
Post-listing compliance toolkit — a bilingual calendar and template set covering ongoing obligations: annual and interim financial statements and the board report, material-development announcements through the Exchange’s disclosure system, the corporate governance compliance report, general assembly procedures, Nomu’s periodic requirements and the financial adviser relationship, continued-listing monitoring, and the interaction with the company’s U.S. reporting calendar, delivered at closing.
Deliverable: a fully assembled, indexed application binder (electronic and hard copy) with a filing checklist mapped to the CMA’s and the Exchange’s document lists, and a reviewer-ready version of each document for execution by the company’s officers.
Engagement structure: flat-fee document preparation, scoped by market (Main Market or Nomu) and route (primary listing by IPO or direct listing, or cross-listing by a U.S.-listed company), with milestone billing tied to the pre-application memo, CMA application package, prospectus approval, and listing.