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Banking and capital · Knowledge centre · 04 of 6

Listing and capital markets

Listing rules changed in three main markets in 2024 to 2026. The UK replaced its prospectus regime on 19 January 2026, raising the threshold for a prospectus on further issues to 75% and creating public offer platforms. The EU Listing Act of October 2024 simplifies prospectuses across the EU. Saudi Arabia amended its offer rules in January 2026 and allows foreign issuers to apply for a Main Market listing. The UAE has three exchanges with an onshore regulator, and SGX-listed companies must report against Singapore's governance code.

Source-checked research100% of statements checked against a source44 checked against an official source15 checked against a secondary sourceChecked 2026-10-19Not yet professionally reviewed

Listing rules changed in three main markets in 2024 to 2026. The UK replaced its prospectus regime on 19 January 2026, raising the threshold for a prospectus on further issues to 75% and creating public offer platforms. The EU Listing Act of October 2024 simplifies prospectuses across the EU. Saudi Arabia amended its offer rules in January 2026 and allows foreign issuers to apply for a Main Market listing. The UAE has three exchanges with an onshore regulator, and SGX-listed companies must report against Singapore's governance code.

United Kingdom and the EU

The Public Offers and Admissions to Trading Regulations 2024 replaced the UK Prospectus Regulation, and the FCA's new prospectus rules and public offer platform rules took effect on 19 January 2026. A prospectus for further issues of already-admitted securities is now needed only at 75% of existing securities, up from 20%. Offers of GBP 5 million or more by companies not admitted to a market must go through an authorised public offer platform.

In the EU, Regulation (EU) 2024/2809 amends the Prospectus Regulation, the Market Abuse Regulation and MiFIR, introducing an EU Follow-on prospectus and an EU Growth issuance document and a principal exemption threshold of EUR 12 million for small offers. Application dates of individual provisions were not confirmed, so issuers in Germany and France should check which provisions apply on their offer date.12345

Saudi Arabia, the UAE and Singapore

In Saudi Arabia an issuer applies to the Capital Market Authority for registration and to the Exchange for listing at the same time. A Main Market applicant must have carried on the same main activity for at least three years, and a foreign issuer may apply subject to extra requirements. Foreign persons may invest in listed securities under the CMA's foreign investment rules.

The UAE has three stock markets, the Abu Dhabi Securities Exchange, the Dubai Financial Market and Nasdaq Dubai, with the Securities and Commodities Authority as onshore regulator. In Singapore, SGX-listed companies must describe their governance practices and explain departures from the 2018 Code of Corporate Governance in annual reports.67891011

Selected listing rules and reforms12571011
MarketRuleFigure or dateSource
United KingdomNew prospectus regime (POATRs, PRM)In force 19 January 2026Law firm summaries of FCA PS25/9
United KingdomProspectus threshold for further issues75% (was 20%)Law firm summaries of FCA PS25/9
EU (DE, FR)Listing Act exemption threshold for small offersEUR 12 million (optional EUR 5 million)Regulation (EU) 2024/2809
Saudi ArabiaMain Market operating history3 years same main activityCMA offer rules, Art. 23(3)
UAEExchangesADX, DFM, Nasdaq DubaiUS State Department
SingaporeGovernance disclosureComply or explain against 2018 CodeMAS

Decisions to make

  • Is the company raising money by admission to a market, or by a public offer while unlisted?13In the UK the second route now runs through public offer platforms above GBP 5 million.
  • Does the planned follow-on issue exceed 75% of existing securities?2Below that a UK prospectus is no longer needed for admission of further securities.
  • Can the business show three years of the same main activity for a Saudi Main Market listing?7It is a registration condition under the CMA rules.
  • Which EU Listing Act provisions apply on the offer date?4Application dates were not confirmed and may differ by provision.

Documents usually needed

  • Prospectus or offer document in the format the regulator requires
  • Audited financial statements covering the required track record
  • Corporate governance statement against the local code
  • Application to the regulator and, in Saudi Arabia, a simultaneous listing application to the Exchange
  • Legal opinions and due diligence report

Common mistakes

  • Planning a UK offer on the pre-2026 prospectus thresholds
  • Treating an exchange listing approval and a regulator's registration as the same step in Saudi Arabia
  • Assuming EU Listing Act changes all apply from the date of publication without checking each provision
  • Underestimating ongoing governance reporting after listing in Singapore or the UK

Questions businesses ask

Can a foreign company list on the Saudi Main Market?

Yes, a foreign issuer may apply under the Listing Rules, subject to additional requirements in Article 18 of the CMA's offer rules.8

Does a UK-listed company need a prospectus for a placing?

From 19 January 2026, only if the new securities reach 75% of those already admitted, unless another rule requires one.12

What this guide does not yet confirm

These points need checking with a qualified local professional before you rely on them.

  • FCA, SGX, Saudi Exchange, ADX, DFM and SCA websites could not yet be checked; UK points rely on law firm briefings and the UAE point on a US State Department report.
  • Quantitative listing conditions (market value, free float, shareholder numbers) for Saudi Arabia, the UAE, Singapore, India and the UK were not confirmed.
  • The UK Listing Rules introduced in July 2024 (single commercial companies category) were not confirmed on an official page.
  • India (SEBI ICDR) and US (SEC) listing regimes were not researched.

Sources and review status

Each statement is numbered to the source it was checked against. We use official sources where we can, and each statement says whether it was checked against an official or a secondary source. Sources last checked on 19 October 2026. None of it has been professionally reviewed yet: it is research checked against official and secondary sources by WONE Global, not legal or tax advice.

  1. The UK Public Offers and Admissions to Trading Regulations 2024 regime replaced the UK Prospectus Regulation, with the FCA's new prospectus rules (PRM sourcebook) and public offer platform rules taking effect on 19 January 2026. Admission to a UK regulated market or primary MTF and public offers of securities. Policy statements PS25/9 and PS25/10 of 15 July 2025.

    Debevoise & Plimpton — FCA Publishes New Framework for the UK Prospectus Regime · Commencement · In force from 19 January 2026 · Checked 19 October 2026 · Checked against a secondary source · Not yet professionally reviewed

    Secondary source (law firm briefing of 25 July 2025 on FCA PS25/9 and PS25/10). The FCA website could not yet be checked during research; confirm against the FCA Handbook (PRM sourcebook) and the Public Offers and Admissions to Trading Regulations 2024.

  2. Under the new UK regime a prospectus is needed for a further issue of securities already admitted to a regulated market only where the issue reaches 75% of the existing securities, up from 20%. Closed-ended investment funds: 100%. Issuers below the threshold still follow UK MAR and DTR disclosure duties.

    Herbert Smith Freehills Kramer — Capital markets: FCA rules for new UK prospectus regime published · Further issuances · In force from 19 January 2026 · Checked 19 October 2026 · Checked against a secondary source · Not yet professionally reviewed

    Secondary source (law firm briefing of 25 July 2025 on FCA PS25/9 and PS25/10). The FCA website could not yet be checked during research; confirm against the FCA Handbook (PRM sourcebook) and the Public Offers and Admissions to Trading Regulations 2024.

  3. Public offers of GBP 5 million or more by issuers not admitted to a regulated market or MTF must be made through an FCA-authorised public offer platform, unless another exemption applies. Applies from 19 January 2026; the previous prospectus threshold for such offers was EUR 8 million.

    Debevoise & Plimpton — FCA Publishes New Framework for the UK Prospectus Regime · Public offer platforms · In force from 19 January 2026 · Checked 19 October 2026 · Checked against a secondary source · Not yet professionally reviewed

    Secondary source (law firm briefing of 25 July 2025 on FCA PS25/9 and PS25/10). The FCA website could not yet be checked during research; confirm against the FCA Handbook (PRM sourcebook) and the Public Offers and Admissions to Trading Regulations 2024.

  4. The EU Listing Act, Regulation (EU) 2024/2809 of 23 October 2024, amends the Prospectus Regulation, the Market Abuse Regulation and MiFIR to simplify listing in the EU, including a new EU Follow-on prospectus for secondary issues and an EU Growth issuance document for smaller issuers. EU Member States, including Germany and France. Published in the Official Journal on 14 November 2024; application dates of individual provisions were not confirmed in the text read.

    EUR-Lex (Publications Office of the EU) — Regulation (EU) 2024/2809 (Listing Act) · Title; recitals 27 to 35 · Checked 19 October 2026 · Checked against an official source · Not yet professionally reviewed

    Only the recitals of the EUR-Lex text could be read; application dates of individual provisions were not confirmed.

  5. The EU Listing Act replaces Member State options on small public offers with a principal prospectus exemption threshold of EUR 12 million, with an optional lower threshold of EUR 5 million. EU Member States. Recital 8; the operative article and its application date could not yet be checked.

    EUR-Lex (Publications Office of the EU) — Regulation (EU) 2024/2809 (Listing Act) · Recital 8 · Checked 19 October 2026 · Checked against an official source · Not yet professionally reviewed

    Recital text only; confirm the operative provision and its application date.

  6. An issuer seeking to register and offer securities in Saudi Arabia must apply to the Capital Market Authority and, at the same time, apply to the Exchange to list them. Rules on the Offer of Securities and Continuing Obligations, Article 25; the rules were last amended by CMA Board resolution 3-6-2026 dated 19 January 2026. Listing requirements themselves are set in the Exchange's Listing Rules.

    Capital Market Authority (Saudi Arabia) — Rules on the Offer of Securities and Continuing Obligations (English translation) · Article 25 and cover page · Checked 19 October 2026 · Checked against an official source · Not yet professionally reviewed

    Unofficial English translation published by the CMA; the Arabic text prevails.

  7. An issuer applying to register shares on the Saudi Main Market must have carried on the same main activity for at least the three years before its application. Main Market. Article 23(3); exceptions and the Parallel Market (Nomu) conditions could not yet be checked.

    Capital Market Authority (Saudi Arabia) — Rules on the Offer of Securities and Continuing Obligations (English translation) · Article 23(3) · Checked 19 October 2026 · Checked against an official source · Not yet professionally reviewed

    Unofficial English translation published by the CMA; the Arabic text prevails.

  8. A foreign issuer may apply to list its shares on the Saudi Main Market under the Listing Rules, subject to the additional requirements of Article 18 of the CMA's offer rules. Article 15(c).

    Capital Market Authority (Saudi Arabia) — Rules on the Offer of Securities and Continuing Obligations (English translation) · Article 15(c) · Checked 19 October 2026 · Checked against an official source · Not yet professionally reviewed

    Unofficial English translation published by the CMA; the Arabic text prevails.

  9. Foreign natural and legal persons, whether resident in Saudi Arabia or not, may invest in listed securities, debt instruments and investment fund units under the CMA's Rules for Foreign Investment in Securities. The Rules do not apply to GCC citizens. They do not refer to a qualified foreign investor qualification.

    Capital Market Authority (CMA) — Rules for Foreign Investment in Securities (amended by CMA Board Resolution 1-2-2026 dated 5 January 2026) · Articles 1 and 5 · In force from 5 January 2026 · Checked 19 October 2026 · Checked against an official source · Not yet professionally reviewed

    Unofficial English translation; the Arabic text prevails. The amendment date is the resolution date; the Rules take effect in accordance with the approving resolution. Reused from market guide claim sa-transactions-g11.

  10. The UAE has three stock markets, the Abu Dhabi Securities Exchange, the Dubai Financial Market and Nasdaq Dubai, and the Securities and Commodities Authority is the onshore regulator. Nasdaq Dubai sits in the DIFC financial free zone, which has its own regulator; this was not confirmed on a regulator's page.

    US Department of State — 2025 Investment Climate Statements: United Arab Emirates · Section 6: Capital Markets and Portfolio Investment · Checked 19 October 2026 · Checked against a secondary source · Not yet professionally reviewed

    Secondary (foreign government) source. The SCA, ADX and DFM websites could not yet be checked.

  11. Companies listed on the Singapore Exchange must, under the SGX Listing Rules, disclose their corporate governance practices and explain departures from the Code of Corporate Governance 2018 in their annual reports. The 2018 Code applies to annual reports for financial years beginning on or after 1 January 2019; the current PDF is the 6 August 2018 Code as revised on 11 January 2023. Private companies are not bound by the Code.

    Monetary Authority of Singapore (MAS) — Code of Corporate Governance · Overview · In force from 1 January 2019 · Checked 19 October 2026 · Checked against an official source · Not yet professionally reviewed

    Reused from market guide claim sg-risk-006.

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