Weekly Spotlight: New Consultation by the Dubai Financial Services Authority on a Proposed Listing Regime for SMEs
The Dubai Financial Services Authority has launched a consultation on a proposed listing regime for SMEs. The consultation ends on 12 January 2020. If approved it will allow SMEs to list their shares on an Authorised Market Institution in the DIFC by providing appropriate and proportionate regulatory standards and adequate levels of investor protection. The proposals will be of interest to potential SME applicants, people who operate or intend to operate an Authorised Market Institution or ATS which facilitates trading in the shares of an SME, people providing legal, accounting, audit, or compliance services to SMEs in the DIFC or those who wish to provide these services and potential investors in listed SMEs.
It will allow SME companies to obtain equity financing through the capital markets, bridging a funding gap and compared to the established equity listing regime, to list with less than three years’ track record and benefit from lower fees when filing a Prospectus for approval and appoint a compliance adviser, rather than a sponsor, to assist it in complying with Authority requirements at application and on an ongoing basis. An SME applicant will have to produce a prospectus which complies with the Markets Law 2012 and Markets Rules, to be approved by the Authority, unless there is an exemption from the obligation to do so. Disclosure requirements will not apply to an SME applicant because of, among other things, its size and nature or limited years in operation.
SMEs will be able to list using their existing audited historical financial statements, prepared in line with their national audit and accounting standards, on the basis those standards are acceptable to the Authority. SMEs will have to produce audited accounts prepared in line with IFRS (or other standards acceptable to the Authority) and auditing standards of the IAASB (or other standards acceptable to them) for the next and subsequent financial years. Listed SMEs will have to comply with the existing requirements under the Markets Law and Markets Rules in respect of inside information and disclosure, including disclosure of interests by Connected Persons and of Directors’ material interests.
A listed SME, like any other Reporting Entity, should have a corporate governance framework in place at the time of listing. The Authority’s ‘comply-or-explain’ corporate governance regime is already designed to provide a degree of flexibility and it is expected it will permit a SME to achieve the outcomes intended while considering the nature, scale and complexity of their business. To accommodate the change, a definition of an SME will be introduced as will minimum market capitalisation requirements for regular listings. They will also need to have a trading record. In addition, there will be a lock-in arrangements, prohibitions on share repurchases, website disclosures and the appropriate fees. Finally, they will have to have a compliance advisor.