CMA Decision No. 32/R of 2014 · UAE Federal
Regulates the issuance and listing of depository receipts representing foreign securities, the role of the depository and the persons managing the programme, and the Authority’s power to cancel listings.
Decision No. 32/R of 2014 governs depository receipts (DRs): instruments issued in the UAE against shares, bonds or sukuk of a foreign company listed abroad, so that UAE investors can buy and trade them on a local market. No DR may be publicly offered in the UAE or listed on a UAE market without Authority approval (Article 3). It was issued on 3 August 2014 and took effect the day after Official Gazette publication (Article 28; the index records 1 September 2014).
Article 4 requires DRs to be backed by the foreign securities held through the depository bank's custodian at a fixed conversion ratio, and gives DR holders all the rights attached to those securities. Article 5 sets eligibility for a public DR issue: the foreign issuer must have existed for two years with two audited balance sheets, have share capital of at least AED 40 million and 100 shareholders outside its connected group, and have net assets of at least 120% of paid-up capital or an average distributable profit of at least 5% of it. Article 6 requires a deposit agreement, at least 25% of the DRs offered publicly, at least 100 holders, at least 500,000 DRs with a nominal value of AED 50 million or more, unencumbered underlying securities listed on a regulated foreign market, and listing of the whole programme within three months.
The Authority decides issuance and listing applications within 15 business days; silence is rejection and appeals go to the Chairman within 15 business days (Articles 8 and 17). Article 18 lists prospectus contents. Article 21 imposes continuing disclosure on the foreign issuer, including 15 business days' notice of corporate actions. Articles 23 and 24 set suspension and cancellation triggers. Article 25 sets fees: AED 50,000 approval and AED 25,000 annual renewal for a depository bank, AED 2,000 per listing application and an annual listing fee of 0.0001% of the issue (AED 5,000 to AED 50,000).
Status: in force, but Articles 9 to 15 on the approval and duties of depository banks and the deposit and agency agreements were cancelled by Decision No. 13/Chairman of 2021, which moved those matters into the Regulations Manual of the Financial Activities.
Foreign issuers seeking a public offering or UAE listing of depository receipts, depository banks and their UAE agents and custodians, UAE securities markets, and investors holding DRs. It covers DRs issued in the UAE and DRs issued abroad that are offered or listed in the UAE.
English official text in 21 articles. Open the full text or jump to a provision:
| Article 3 | Depository receipts, whether issued in the UAE or abroad, may not be publicly offered in the State or listed on a market without the Authority's approval under these regulations. |
| Article 4 | DRs are issued and cancelled against foreign securities held by the depository bank's custodian at a set conversion ratio; DR holders enjoy all rights attached to the underlying foreign securities. |
| Article 5 | Public issue eligibility: issuer incorporated two years with two audited balance sheets, capital of at least AED 40 million, 100 shareholders outside the connected group, net assets of 120% of paid-up capital or 5% average distributable profit, annual general assemblies. |
| Article 6 | Programme conditions: deposit agreement copied to Authority and market, at least 25% offered publicly, at least 100 holders, at least 500,000 DRs worth AED 50 million nominal, unencumbered underlying listed on a regulated foreign market, full listing within three months. |
| Article 8 | The Authority decides on an issuance application within 15 business days of a complete file; no decision means rejection; appeal to the Chairman within 15 business days, decided within 15 business days. |
| Article 16 | Listing application documents: prospectus, general assembly and board resolutions, list of holders above 5%, two years' audited accounts, credit rating, the Authority's issuance approval and a signed accuracy declaration. |
| Article 21 | Post-listing duties of the foreign issuer: 15 business days' notice of corporate actions, transfer of dividends three days before distribution, disclosure of price-sensitive developments, board changes and periodic reports. |
| Article 22 | The depository bank and foreign issuer keep all records submitted for issuance or listing approval for at least ten years from listing approval. |
| Article 23 | Suspension triggers include breach of listing requirements, shareholders' equity below 50%, missed periodic reports, sale of more than 25% of assets, and listed DRs falling below 15% of the original number. |
| Article 25 | Fees: depository bank approval AED 50,000 and renewal AED 25,000 a year; listing application AED 2,000; annual listing fee 0.0001% of issue value, minimum AED 5,000, maximum AED 50,000. |
| Article 27 | Sanctions: warning with order to stop, fine up to the legal maximum, suspension of the depository bank or agent for up to one year, cancellation of its approval, and suspension or cancellation of listing. |
Article 27 allows a warning with an order to stop the violation, a fine up to the maximum in the law and its regulations, suspension of the depository bank or its agent for up to one year, cancellation of its approval with publication in two daily newspapers at its expense, and suspension or cancellation of the DR listing. Article 24 permits cancellation of listing after six months' suspension or a material breach.
Depository receipts come up for us with foreign groups, often already listed at home, that want UAE investor access without a full secondary listing of their shares. Articles 5 and 6 set the go/no-go tests and we take clients through them early: two years of audited accounts, AED 40 million of capital, the shareholder spread and the AED 50 million programme minimum. We are not licensed by the CMA and do not act as depository, custodian or offering adviser; we coordinate the corporate side, including group structure charts, board and general assembly resolutions, legalised constitutional documents and UBO declarations, with the depository bank, legal counsel and the market, and we diarise the issuer's continuing UAE notification duties.
| Amended by | Decision No. 13/Chairman of 2021 |
| Cites | Former SCA Law |
“Cites” and “Cited by” are built automatically from references in the full texts held in this library; they cover only instruments in the library.
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