KEY TAKEAWAYS
- Securities must be listed on the Official List before being traded on any ADGM exchange.
- Issuers are encouraged to engage early with FSRA and submit draft documents to identify and resolve issues before applying.
- Direct listings (without a capital raise) are allowed but must still meet all listing criteria, including the free float requirement.
- A new class of securities requires a fresh eligibility assessment, regardless of prior listings by the same issuer.
- Certain offerors and securities are exempt from the prospectus requirement, but a listing application is still mandatory.
- Listed entities must comply with ongoing obligations like disclosures and reporting, or face regulatory action from FSRA.
INTRODUCTION
The Abu Dhabi Global Market's Financial Services Regulatory Authority (“ADGM” and “FSRA” respectively) has issued guidance on listing applications and eligibility dated 10 April 2025 (“Guidance”), clarifying the listing regime under the ADGM Financial Services and Markets Regulations, 2015 (“FSMR”) and the Market Conduct Rulebook (“MKT”). The Guidance notes that the FSRA must maintain a single official list of securities (“Official List”)[1] and may refer to itself as the “Listing Authority”.[2]
No securities may be traded on an ADGM Recognised Investment Exchange (“RIE”) unless first admitted to the Official List.[3] Accordingly, any issuer seeking ADGM exchange trading must submit a formal listing application to the Listing Authority (“Listing Application”). The Guidance helps issuers, sponsors and advisors understand when a Listing Application is required and what documents, eligibility criteria and procedures apply. It reiterates that a typical Listing Application, absent exemptions, includes an FSRA-approved prospectus and compliance with the Listing Rules[4].
EARLY ENGAGEMENT AND FURTHER LISTING
Admission to the Official List requires an application by, or with the issuer's consent.[5] The FSRA provides a standard form on its website (“Listing Application”).[6] The Guidance provides a list of documents to be submitted before submitting a Listing Application.[7] This includes the draft prospectus and the draft eligibility checklist. This allows the issuer to have the documents reviewed by the Listing Authority, identify any issues, and resolve them in this early stage. This also enables the Listing Authority to conduct eligibility assessments and seek additional documents from the issuer, if required.
For further issues of securities already admitted to the Official List and traded on an RIE, issuers must submit the same documents as first-time applicants, except the listing eligibility letter and checklist, as eligibility is not reassessed.[8] However, if a listed issuer seeks to admit a new class of securities, a full eligibility assessment is required, and both a new eligibility checklist and Listing Eligibility Letter must be submitted. Each new class is evaluated independently, regardless of previous listings by the same issuer.[9]
DIRECT LISTING
The Guidance provides that issuers are not required to offer securities for listing. Direct listings of existing shares without raising new capital are allowed. Such listings may be favourable for companies seeking public trading status and market visibility, with the option to raise capital later. However, the Listing Authority emphasises that all listing criteria must be met, especially the free float requirement under MKT Rule 2.3.10.[10]
COLLABORATIVE APPROACH
The Guidance highlights that the Listing Authority engages in an interactive review, frequently requesting clarifications or extra documents tailored to the issuer or the securities in question. This collaborative and transparent approach provides issuers with a clearer understanding of the review journey and sets more defined expectations than before.[11]
ELIGIBILITY ASSESSMENT
An eligibility assessment is required whenever a class of securities is submitted for listing for the first time. In such cases, the issuer and its securities must satisfy all applicable listing criteria before admission. Every Listing Application, even follow‐on issue of a new class of shares, is formally reviewed, and approval is not automatic. The Guidance provides that even though the prospectus is a disclosure document, the disclosure in the prospectus will not always be sufficient evidence of compliance with listing rules[12].
The Guidance provides detailed commentary and examples for each eligibility requirement[13], noting what evidence in the prospectus or elsewhere will satisfy the requirement and what would constitute a red flag. In all cases, the applicant must demonstrate compliance by clear disclosure or supplementary documentation. Here are some of the eligibility requirements:
- Audited Financial Statements: Under MKT Rule 2.3.2, the Guidance provides that the applicant must have a sufficient track record or a financial history (3 years of audited financial statements, if no exemption is provided).
- Sufficient free float of shares: Under MKT Rule 2.3.10, the Listing Authority may use various tests to determine that sufficient shares are in public hands.
- Governance: Under MKT Rule 2.3.4, the Listing Authority requires the directors and senior management to have adequate experience and expertise to comply with its obligations.
- Clearing and Settlement: Under MKT Rule 2.3.12, the Guidance notes that issuers should arrange for their shares or bonds to be settled through a central securities depository or clearing system acceptable to ADGM, and the securities must be eligible for electronic clearance and settlement.
- Entire class to be listed: Under MKT Rule 2.3.11, the entire class of securities must be listed. The issuer cannot list only a portion of a share class.
EXEMPTIONS AND WAIVERS
The Guidance discusses two types of statutory exemptions for listing:
- Exempt Offerors: Under FSMR Section 58(1), normally, no security may trade on an ADGM RIE unless listed with an approved prospectus. However, FSMR Section 60 defines certain “Exempt Offerors” whose securities and securities they unconditionally guarantee are exempt from the prospectus requirement. Typical exempt offerors include sovereign or supranational entities. Notably, an issuer may undertake an exempt offer without a prospectus, but listing the resulting securities still requires a separate application.
- Exempt Securities: FSMR Section 61(3)(b) allows certain categories of securities to be traded on an RIE without any approved prospectus. Examples include small offerings (shares under 10% of an existing class over 12 months already admitted), securities issued on takeover offers, or securities already trading on another exchange.[1] Even when a prospectus is not required, the issuer must still file a Listing Application for those securities. The application does not need to include a prospectus in such cases, but FSRA will require information analogous to a summary document. For instance, securities admitted overseas for over 18 months may be listed on ADGM if a narrative summary document (approved by FSRA) is submitted.
FSRA also has a general power to waive or modify listing requirements, subject to notice.[2] The Guidance notes this power is exercised sparingly. For example, FSRA might, on a case-by-case basis, extend some relief to a listing applicant (e.g. waiving certain rules for a government-owned issuer), but this requires a formal waiver request.[3]
POST APPROVAL OBLIGATIONS
A listed entity must meet all listing principles[4], continuing obligations[5], and provide information to the Listing Authority[6]. This includes periodic financial reporting, immediate notification of price-sensitive events, related-party transaction approvals, and sponsor requirements. Failure to fulfil post-listing duties can lead to regulatory action, including suspension or cancellation.[7] Applicants are therefore advised to have robust systems and governance to ensure ongoing compliance.
FUNDS
Units of a Fund are classified as securities and require the same formal Listing Application as other securities to be admitted to the Official List. However, certain listing and ongoing obligations differ. For example, fund prospectuses must comply with disclosure standards in the Fund Rulebook, or for foreign funds, with MKT Rule 3.3.3.
Importantly, even though fund-specific rules are in Chapter 3, the Listing Authority expects listed funds to also follow certain Chapter 2 provisions, including the Listing Principles[8] and general eligibility rules[9], where applicable. Applicants for fund listings should refer to the Guidance alongside the fund-specific eligibility checklist, as many sections, such as those on listing procedures, eligibility, ongoing requirements, and waivers, apply equally to all securities, including fund units.
CONCLUSION
The Guidance reflects the FSRA's objective to enhance market transparency and integrity by clarifying the listing process. Consolidating all listing-related rules into one document helps issuers (including those pursuing innovative or cross-border offerings) understand ADGM's requirements in detail. In particular, the Guidance codifies early engagement and standardised documentation to make the listing process more predictable. It makes ADGM's Official List accessible to qualified issuers under clear, well-defined conditions.
Footnotes
[1] Section (50)1 of FSMR
[2] Paragraph 11 of the Guidance
[3] Section (50)3 of FSMR
[4] Chapter 2 of MKT
[5] Section 51 of FSMR
[6] MKT Form 2‑4 available here – https://assets.adgm.com/download/assets/Application+for+admission+of+Securities+to+the+Official+List+MKT+2-4.pdf/b2a19160500511efb77de27828504259
[7] See Table 1, page 11 of the Guidance
[8] Paragraph 37 of the Guidance
[9] Paragraph 38 of the Guidance
[10] Paragraph 13 of the Guidance
[11] Paragraph 40 of the Guidance
[12] Rules made under Part 6 of FSMR
[13] MKT Rule 2.3
[14] MKT Rule 4.4.1
[15] Section 58(2)(a) of the FSMR
[16] MKT Rule 1.1
[17] MKT Rule 2.2
[18] MKT Rule 2.7
[19] MKT Rule 2.8
[20] MKT Rule 5
[21] MKT Rule 2.2
[22] MKT Rule 2.3
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
