Debt Securities Regulations

Regulates the issuance of debt securities in the State and their listing on the market, excluding government debt: conditions, procedures, offering documents, listing, trading, continuing disclosure, suspension and cancellation.

Summary

Decision No. 17/R of 2014 is the UAE onshore regulation for issuing bonds and other debt securities to the public and listing them on a UAE securities market. It applies to issues of debt securities in the State and to their listing, but not to government debt securities (except for listing and trading rules if listed) or to debt securities that are neither offered by public subscription nor listed (Article 2). It was approved by the Board on 23 April 2014, took effect the day after publication (Article 30), and repealed Decision No. 94/R of 2005 on listing debt securities (Article 29). Decision No. 13/Chairman of 2021 later updated its definitions, replacing "arranger" with "issuance manager" and aligning "qualified investor" with the Regulations Manual.

Article 3 bars any non-government issue or public offer of debt securities in the State without CMA approval and requires such securities to be listed. Issuers' constitutional documents must permit the issue, and a joint stock company seeking a primary listing must be incorporated in the State outside the financial free zones (Article 4). The listed issue must total at least AED 10 million unless the Authority decides otherwise, and secured debt securities need a trustee for holders with access to information on the backing assets (Article 5). An approval requires general assembly consent for a joint stock company, an approved prospectus, conversion terms for convertibles, a UAE paying agent and, for joint stock companies, an independent holders' representative; programme issuance is allowed (Article 6). Exempt debt securities, offered and traded only between qualified investors with a minimum of AED 5 million, can be relieved of these conditions (Article 7). Foreign and financial free zone issuers may dual-list (Article 9). The Authority decides within five business days, silence meaning rejection, with an appeal within seven business days (Article 11).

Listed issuers must disclose price-sensitive information immediately, keep a UAE paying agent until redemption, report winding-up events and file audited annual accounts within 180 days of year-end (Article 18). Publicly offered issues carry further duties: announcing defaults, changes to terms, redemptions and trustee or paying agent changes, and reporting enforcement over more than 10% of assets (Article 19). Off-market trades must be registered with the market or are void (Article 17). Voluntary delisting needs 90 days' notice (Article 25), and breaches can lead to warnings, fines and suspension or cancellation of listing (Article 27).

Who it applies to

Issuers of debt securities offered to the public or listed on a UAE onshore securities market, including UAE companies, foreign issuers and financial free zone issuers seeking dual listing, together with their trustees, paying agents, holders' representatives and investors.

Contents

English official text in 30 articles. Open the full text or jump to a provision:

1. Article 1
2. Article 2 — Scope of Applicability
3. Article 3 — Obligation of Listing and Approval
4. Article 4 — Conditions Concerning the Issuer
5. Article 5 — Conditions Concerning Debt Securities
6. Article 6 — Conditions for Approving Issuance and Primary Listing
7. Article 7
8. Article 8
9. Article 9 — Procedures and Documents for Requesting Approval for Dual Listing
10. Article 10 — Debt Securities Issuance and Listing Applications Register
11. Article 11 — Reviewing Debt Securities Issuance and Listing Applications
12. Article 12 — Documents Concerning New Issuances for the Issuer
13. Article 13 — Using Announcements and their Approval
14. Article 14 — No Liability from the Authority or the Market
15. Article 15 — Listing in the Market
16. Article 16 — Code and Name of Issuing Party
17. Article 17 — Trading, Clearance and Settlement
18. Article 18 — Continuing Obligations Concerning the Primary Listing of Debt Securities
19. Article 19 — Additional Obligations Concerning Debt Securities Offered through a Public
20. Article 20
21. Article 21 — Prerogative of Suspending and Cancelling the Listing
22. Article 22 — Suspension of Listing and Ceasing of Trade
23. Article 23 — Cancellation of Listing
24. Article 24 — General Provisions Concerning Cancelling the Suspension of Listing
25. Article 25 — Voluntary Cancellation of Listing
26. Article 26 — Obligation to Publish Information
27. Article 27 — Penalties
28. Article 28
29. Article 29 — The Board’s Resolution No (94R) of 2005 concerning the listing of Debt
30. Article 30

Key provisions

Obligations and deadlines

• Obtain CMA approval before issuing or publicly offering non-government debt securities in the State (Article 3).
• Appoint and maintain a paying agent in the State until final redemption (Articles 6 and 18).
• File audited annual financial statements within 180 days after the financial year-end (Article 18).
• Register any off-market trade in listed debt securities with the market (Article 17).
• Give holders, the CMA and the market at least 90 days' notice of voluntary delisting (Article 25).

Penalties

Article 27 allows the Authority to warn a violator and order it to stop the breach within a set time, impose a fine up to the maximum in the law and its regulations, or suspend or cancel the listing of the debt securities. Off-market trades not registered with the market are void (Article 17), and neither the Authority nor the market compensates losses from suspension or cancellation (Article 24).

History and citations

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