The modernisation
From 2022 to 2026 the UAE federal capital-markets framework has been comprehensively rebuilt. The previous patchwork — SCA Board Resolution 11 of 2016 on issuance, separate listing rules for DFM and ADX, and overlapping disclosure requirements — has been replaced by a coherent set of SCA rulemaking decisions covering issuance, ongoing disclosure, market conduct and specific product regimes.
The 2026 federal architecture
| Layer | Instrument | What it covers |
|---|---|---|
| Issuance and listing | SCA Decision 13/RM/2023 | Prospectus, public offer, private placement, listing rules |
| SPACs | SCA Decision 28/RM/2022 (updated) | SPAC incorporation, de-SPAC, redemption rights |
| Investment funds | SCA Decision 9/RM/2016 (as amended) | Local funds, foreign-fund promotion, REITs |
| Market conduct | SCA Market Conduct Rules | Insider dealing, market abuse, disclosure |
| Corporate governance | SCA Decision 3/RM/2020 | Board composition, committees, related-party |
Prospectus and public offer
An issuer offering securities to the UAE public — or seeking listing on DFM or ADX — must obtain SCA approval of a prospectus. The 2023 unified prospectus standard requires:
- Three years of audited financial statements (or shorter if the issuer is younger, with detailed pro-forma and growth-plan disclosure).
- Detailed risk-factors section in line with IOSCO standards.
- Use-of-proceeds, business description, management, related-party transactions, material contracts.
- Pre-IPO governance report and independent board composition.
- Stabilisation manager appointment and over-allotment option (greenshoe) where applicable.
The same prospectus can be used to list on either DFM or ADX — the days of duplicating disclosure for two exchanges are over.
Private placements
An offer made to Qualified Investors (defined by reference to net assets and professional status) does not need a full prospectus. The Qualified Investor Memorandum standard is materially lighter. Used widely for debt issuance, structured products and pre-IPO rounds.
SPACs
The SCA SPAC framework permits a UAE-incorporated SPAC to list with minimum capital, locked-up sponsor promote, public redemption rights, and a 24-month window to complete a de-SPAC. Disclosure standards on the de-SPAC announcement are aligned to NYSE/NASDAQ practice, including 12-month forward-looking financial projections (with explicit risk-factor disclosure).
The SCA framework is more restrictive than the US in two areas: (i) sponsor promote is capped (typically 20% with vesting / lock-up); (ii) target due-diligence and disclosure standards on de-SPAC are tightened, with PCAOB-equivalent audit standards on the target's financials.
REITs
UAE-listed REITs operate under the SCA fund regime as closed-ended investment funds with mandatory income distribution (90% of net rental income) and capital deployment rules (75%+ in income-producing real estate). REIT issuance has accelerated since 2024 with government-backed sponsors (Emaar, Aldar) listing flagship REIT vehicles.
The DIFC and ADGM parallel tracks
The DIFC and ADGM operate separate listing regimes:
- Nasdaq Dubai (in DIFC) under DFSA Markets Rules — used widely for sukuk and certain equity listings.
- ADGM's Abu Dhabi Global Market Exchange under FSRA Market Rules — increasingly used for tech and private-credit listings.
An issuer can list on Nasdaq Dubai or ADGM without going through the SCA framework — the DFSA or FSRA approves the prospectus. The choice between SCA-onshore and DIFC/ADGM depends on investor base, currency of offer (USD vs AED), and ongoing disclosure preferences.
The 2025-2026 IPO pipeline
The UAE has been the largest IPO market in the EMEA region in 2023 and 2024 by proceeds. The pipeline for 2025-2026 includes PIF-portfolio asset listings on DFM/ADX, ADQ-portfolio listings on ADX, Dubai-government privatisations (DEWA, Salik, Empower, RTA fleet, Parkin, etc. — many already listed; further phases pending), and significant private-equity exits via DFM listings.
Where Neo Legal fits
We act on the issuer side for SCA-onshore IPOs, on the seller-shareholder side in primary/secondary mixed transactions, and on the investor side for institutional placements. We coordinate with international ECM counsel where the offering has a Regulation S international tranche, and bring the UAE-specific drafting and SCA liaison.
