4.1 Market infrastructure
▼The Depository Centre syllabus 4.1
The UAE Depository Centre holds securities deposited by sellers and transfers them to buyers only once cash settlement is confirmed. Together with the exchanges and clearing system, it forms the UAE's "capital market institutions".
Depository — key rules syllabus 4.1
- Terminal install at listing: within 1 week of listing approval
- 5%+ shareholder reports made to SCA
- CSD record retention: ≥ 15 years
- Bonus share fractions sold within 30 days
- Pledged securities max market value: 50%
4.2 Listing & IPO
▼Private → PJSC conversion syllabus 4.2
To convert a private joint-stock company to a PJSC (and list), the company must show net profit ≥ 10% of capital in EACH of the previous 2 financial years. This is a quality screen — recent track record matters.
IPO essentials syllabus 4.2
- Minimum subscription (PJSC): AED 5 million
- Working capital: 12 months
- Listing adviser engagement period: 1 year
- Internal auditor removal notice: ≥ 30 days advance
Qualified investors — two routes syllabus 4.2
Foreign issuer — primary listing in home jurisdiction syllabus 4.2
A foreign issuer seeking UAE listing must be primarily listed and supervised in its home jurisdiction by a recognised regulator. The UAE listing is then a secondary listing with adapted disclosure obligations.
Independent directors — ≥ 1/3 of board syllabus 4.2
Listed PJSC boards must have at least one-third independent directors. The independence test (per CG Guide): no employment / no material business relationship with the issuer or controlling shareholder in the previous 2 years.
4.3 Rights issues & share premium
▼Rights issue — windows syllabus 4.3
4.4 Buybacks
▼Buyback — three caps syllabus 4.4
4.5 Closed periods & insider rules
▼Closed periods — the 10/15 pair syllabus 4.5
Material change disclosure — ASAP syllabus 4.5
Material events (board changes, major contracts, restatements) must be disclosed as soon as practicable — typically before the next trading session resumes. Delaying to the next quarterly results is forbidden.
4.6 Watch-list, 2nd category, delisting
▼Watch-list — 1 year, extendable to 3 syllabus 4.6
Initial monitoring: 1 year. Cumulative cap: 3 years. Action-plan progress disclosed publicly every 3 months. Beyond 3 years, transfer to 2nd category or delisting.
2nd category — two triggers syllabus 4.6
Voluntary delisting syllabus 4.6
- Advance notice: ≥ 90 days
- Shareholder approval: special resolution (typically 75% of represented shares)
- Delisting notification: within 30 days of decision
- SCA approval required
4.7 Sukuk & debt
▼Debt securities / Sukuk — key thresholds syllabus 4.7
- Minimum issue size: ≥ AED 10 million
- Annual audited filings: within 180 days of FY end
- Paying agent: must be in-state
- Trustee: required for secured debt
- Islamic securities prospectus: must include Sharia certification
4.8 Conciliation
▼Conciliation committee — 15-day decision syllabus 4.8
Conciliation is the SCA's pre-litigation dispute resolution mechanism. The committee must issue its decision within 15 working days. If conciliation fails, parties retain their judicial rights.
4.9 Crypto-asset regulation
▼Crypto under Decision No. 23 of 2020 syllabus 4.9
The SCA regulates crypto-assets through a dedicated framework covering: token classification (security tokens, commodity tokens), exchanges, fundraising platforms, custody, AML, and sanctions.
Crypto fundraising — retail per-client cap syllabus 4.9
For crypto-asset fundraising platforms, the maximum permitted PER-CLIENT investment by a retail (non-qualified) investor per offering is AED 350,000. Qualified investors face no per-client cap.
Crypto custody — segregation & keys syllabus 4.9
- Segregation of client assets from custodian's own assets
- Keys storage: secure, segregated, with disaster-recovery
- Custodian appointment for security tokens is mandatory
4.10 Cheat sheet — all the numbers
▼Every Ch 4 threshold in one place exam day
| Topic | Threshold |
|---|---|
| IPO minimum subscription (PJSC) | AED 5 million |
| IPO working capital | 12 months |
| PJSC conversion — net profit | ≥ 10% of capital over 2 years (each) |
| Share premium — base | 6-month average market price |
| Share premium — max deduction | ≤ 25% |
| Rights issue — advance notice | ≥ 20 business days |
| Rights trading window | ≥ 10 business days |
| Buyback — max % | 10% of paid-up capital |
| Buyback — SCA approval | 15 working days |
| Buyback — execution deadline | 1 year from approval |
| Buyback blackout | 15 days before / 3 days after disclosure |
| Closed period — material info | 10 days |
| Closed period — financial statements | 15 days |
| Major shareholder disclosure | 5% |
| Independent directors — minimum | ≥ 1/3 of board |
| Watch-list — initial period | 1 year |
| Watch-list — total cap | 3 years |
| Watch-list — action plan disclosure | Every 3 months |
| 2nd category — suspension trigger | 6 consecutive months |
| 2nd category — losses trigger | ≥ 50% capital |
| Voluntary delisting — advance notice | ≥ 90 days |
| Delisting notification | Within 30 days of decision |
| Conciliation committee decision | 15 working days |
| Debt / Sukuk minimum issue | ≥ AED 10 million |
| Sukuk annual filings | Within 180 days of FY end |
| Internal auditor removal notice | ≥ 30 days advance |
| Listing adviser period | 1 year |
| Crypto retail per-client cap | AED 350,000 |
| Crypto individual sanction max | ≤ 2 months |
| Depository terminal install | Within 1 week of listing |
| 5%+ shareholder reporting | Periodic to SCA |
| CSD record retention | ≥ 15 years |
| Bonus share fractions sold | Within 30 days |
| Pledged securities — max market value | 50% |
| Qualified investor (corporate, 2 of 3) | Budget 75m / return 150m / paid-up 7m AED |
| Qualified investor (natural) | Net equity ≥ 4m + income ≥ 1m AED |
Drill the heavy stuff
- 🎯 95 calibrated Ch 4 questions in the bank.
- 📊 The 75% / 80% / 50% / 10% / 15% / 30% scattershot of % numbers is where most candidates lose marks.