Registration of covered warrants or certificates of deposit

This service enables to obtain the approval of registration covered warrants and deposit certificate

Service Process

Conditions & Requirements

Covered Warrants Issuance Requirements: A license issued by the Authority for the company to issue covered warrants within the UAE.

Availability of the necessary solvency for issuance by the availability of any of the following cases: The Issuer's fulfillment of the financial solvency criteria to an extent covers the value of the issuance required to be approved.

Providing a proof that the issuance is guaranteed by another entity, bank or financial institution that satisfy the financial solvency requirements

Depositing the underlying assets with the market clearing house or a licensed independent custodian. Assets can't be sold, pledged, or transferred during the warrant’s validity or until exercised.

The number of Covered Warrants, which the Issuer wishes to issue, shall not be less than one million warrants against at least one million units of assets, subject of contracting.

The Issuer must be responsible for pricing all Covered Warrants and shall conduct the duties of a market maker or appoint a market maker in accordance with the applicable regulations in this regard.

The shares on which Covered Warrants are issued must be listed for trading in the Market and convertible without any restrictions, and have enough liquidity based on the controls defined by the Markets.

The number of Covered Warrants to be issued in addition to Covered Warrants which have already been issued and still exist must not exceed (50%) of the total shares issued by the company if the Warrants are issued on Shares.

Existence of a mechanism to disclose to SCA and the Market the ownership of Covered Warrants in the events where it is necessary to disclose the ownership of shares on which those warrants were issued.

Submitting a report from a financial advisor licensed by the CMA on completing the verification procedures and taking enhanced due diligence measures for the company and its founders

Requirements of Deposit Certificates Issuance: The Foreign Issuer shall have been incorporated for at least two years.

The issuer shall have issued at least two audited balance sheets for the past two financial years prior to the application for approval.

The Foreign Issuer shall have a share capital of not less than AED 40 million (or its equivalent in a foreign currency).

The shareholders at the Foreign Issuer shall not be less than 100 shareholders not including a Connected Group.

Two years prior to the application for approval, the Foreign Issuer shall have net assets of not less than 120% of its paid capital or shall have generated a distributable net profit of not less than 5% of its paid capital in average.

The Foreign Issuer shall make evident that its general assembly has convened at least once a year for the past two years prior to the application for approval.

Neither the Foreign Issuer nor the laws, which governs the Foreign Issuer, shall have any restrictions on transferring the ownership of a Foreign Security to non-nationals. If any such restrictions exist, the Foreign Issuer shall provide details of such restrictions.

The Foreign Issuer shall comply with all the requirements provided in the laws of the country of incorporation.

The Foreign Issuer shall determine dates of maturity and distribution in all trading markets in which its securities and Deposit certificate are listed in accordance with applicable legislations.

Deposit certificates to be issued through public offer shall be not less than 25% of the total number of deposit certificate to be issued in the State. Deposit certificate that are not subscribed within the period specified in the prospectus and approved by the CMA may be sold in a private offer.

The Foreign issuer shall list all the Deposit certificate included in the Deposit certificate program on the Market no later than three months from the date of issuing the Depository Receipts.

The owners of Deposit certificate shall not be less than 100 persons.

Deposit certificate to be issued shall not be less than 500,000 and shall be of a nominal value of not less than AED 50 million.

Foreign Securities against which the deposit certificate is issued shall be fully paid up and free of any pledge or any restrictions in respect of its transfer or ownership

Service completion duration

Application (Processing) Time
1 Hours

Service Duration
15 Days

Service channels

SCA WEBSITE

Target audience

Financial services company

Service Code

370-001-023-000

Service Fees

Required Documents

Required documents for covered warrants 1. An application for issuing and listing Covered Warrants addressed to the CMA.
Prospectus must include warrant type and price, strike price, conversion ratio, settlement method, pricing method, index point value (if any), expiry date, and minimum allocation.
Issuer must issue at least one million covered warrants against a minimum of one million asset units related to the contract.
Determining who is responsible for pricing all covered warrants (he must be the Issuer) and the market maker.
A statement confirming if the underlying shares are listed, freely convertible, and have sufficient liquidity as per Market regulations.
A statement of the number of planned and outstanding covered warrant issuances, not exceeding 50% of the company’s total issued shares if the warrants are based on shares.
A mechanism to disclose to the CMA and Market the ownership of covered warrants when disclosure of the underlying shares' ownership is required.
A statement confirming the underlying assets of the warrants are listed on licensed domestic markets, free zone main listings, or foreign markets regulated by a comparable authority.
Submit a report from an CMA-licensed financial advisor confirming completion of verification to address money laundering, terrorism financing, and illegal organization risks, per CMA form L-2.
Submitting a proof on the availability of the necessary solvency for the issuance.
The issuer commits to continuously comply with authority and market requirements and promptly notify them of any material changes to submitted or updated data and documents.
Disclose to the CMA and Market immediately any significant developments or decisions affecting the Covered Warrants' price, issuer’s obligations, or warrant price calculation amendments.
Publish any clarifying information regarding the Issuer’s situation and activities to ensure safe transactions and eliminating any concerns of the investors upon request.
Notify the CMA when requesting listing or delisting of covered warrants, or if the Market suspends trading of the warrants or their underlying assets.
Continuously comply with all CMA and Market requirements and submit a monthly report detailing total covered warrants issued, number bought or sold, and average purchase or sale price.
An acknowledgment by the Company, signed by its authorized signatory, that the information, date and documents submitted to the CMA are Valid, true and accurate.
A proof on payment of prescribed fees to the CMA.
Required documents for Deposit Certificates Issuance : 1. An application submitted to the CMA and duly signed by its authorized signatory
A copy of the prospectus.
A copy of the general assembly's resolution (in the event that the Foreign Issuer is a company) approving the issuance of the deposit certificate by the Depository Bank
A copy of the board of directors' resolution (in the event that the Foreign Issuer is a company) approving the issuance of deposit certificate to be listed.
A certificated approved by the foreign financial market of the Issuer, stating the following: The foreign securities issued against the Deposit certificate are listed with the financial market.
Demonstrating type of listing and whether it is exempted from any listing or disclosure requirements, and if it has been offered for public or private subscription.
Demonstrating type of the schedule in which the security is listed (main, sub or exempted schedule).
Ratio and number of the securities listed with the Market and their nominal and market value.
Statement of number of shareholders owning the company's shares on the date of application for listing.
Statement of shareholders, who own 2% or more of the company capital, and ratio of their shares and their nationalities.
Foreign Securities against which the deposit certificate is issued shall be fully paid up and free of any pledge or any restrictions in respect of its transfer or ownership.
A statement of any violation ascribed to the company issuer during the last two years.
A copy of the commercial registration, Memorandum of Association and Articles of Association of the issuer, which shall be duly translated in to Arabic.
Copy of licenses of practicing activities of the issuer.
The company's audited financial statements for the past two financial years prior to the application for listing and the last interim financial statements.
A certified copy of minutes of the company's board meeting and general assemblies during the two years prior to submitting the application for approval.
certificate from the company and legal advisor confirming no conflict between the foreign company laws or bylaws & the issuance of depositary receipts, and any ownership transfer restrictions if any.
A copy of the depository agreement signed with the bank or its representative, compliant with the law and including conditions set by the regulator’s decision.
Auditor's certificate confirming review of foreign issuer’s application and financials with no reservations, covering capital, net assets, distributable profits for two years, and any required notes.
Acknowledgment issued by the Foreign Issuer and signed by its authorized signatory that the information, date and documents submitted to the CMA are Valid, true and accurate.
A proof on the payment of prescribed fees to the CMA.

For assistance, get in touch through

Call: 800 SCAUAE (722823)

Working Hours

Monday-Thursday: 7:30 AM - 3:30 PM
Friday: 7:30 AM - 12:00 PM

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