Saudi Arabia’s Capital Market Authority (CMA) is proposing a significant overhaul of its Mergers and Acquisitions (M&A) framework, aiming to simplify and accelerate transactions within the Kingdom’s capital market. The regulator has released a set of draft rules for public consultation, signaling a move to reduce procedural hurdles for listed companies.
Quick Facts
- New draft rules designed to streamline M&A.
- Introduces “shelf registration” for faster acquisitions.
- Public feedback is open for a 45-day period.
Simplifying Acquisitions with ‘Shelf Registration’
A central feature of the proposed changes is the introduction of a “shelf registration” mechanism. This system would allow listed companies to gain pre-approval from the CMA to register new shares that can be used for future acquisitions.
According to the CMA, this will enable companies to use these pre-approved shares “in acquiring a company or purchasing an asset, whether in a single transaction or multiple transactions, without the need to seek new approvals.” This change is expected to dramatically speed up the deal-making process for active acquirers in the market.
Boosting Transparency and Investor Protection
Beyond speed, the draft rules are intended to strengthen the integrity and transparency of the Saudi capital market. The CMA outlined several key objectives, including enhancing investor protection, reducing risks related to trading on non-public information, and cutting down on procedural burdens.
To achieve this, the proposal includes specific guidelines on voting restrictions, meeting quorum requirements, and controlled information sharing during an M&A transaction. These measures are designed to prevent unfair practices and ensure a level playing field for all shareholders involved. The public can provide feedback on the draft via the Unified Electronic Platform for Consulting the Public.
About the Capital Market Authority (CMA)
The Capital Market Authority (CMA) is the financial regulatory authority for the capital market in Saudi Arabia. It is responsible for regulating and developing the Saudi Arabian Capital Market by issuing the required rules and regulations to protect investors and promote a fair, efficient, and transparent market.
Source: Zawya


