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Master Listing Agreement Template for Saudi Arabia

A comprehensive agreement governed by Saudi Arabian law that establishes the relationship between a listing agent/financial advisor and a company seeking to list its securities on the Saudi Stock Exchange (Tadawul). The document outlines the services to be provided, regulatory compliance requirements under the Capital Market Authority (CMA), fee structures, and responsibilities of both parties throughout the listing process. It incorporates specific provisions for Shariah compliance and addresses both initial listing requirements and ongoing obligations under Saudi Arabian capital markets regulations.

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What is a Master Listing Agreement?

The Master Listing Agreement serves as the primary contractual framework for companies seeking to list their securities on the Saudi Stock Exchange (Tadawul). This document is essential when a company engages a listing agent or financial advisor to assist with the initial public offering (IPO) process or other forms of listing in Saudi Arabia. The agreement covers comprehensive services including regulatory compliance, documentation preparation, and liaison with the Capital Market Authority (CMA). It includes specific provisions required under Saudi law, including Shariah compliance requirements, and addresses both the initial listing process and ongoing obligations. The Master Listing Agreement is particularly crucial in the Saudi Arabian context due to the unique regulatory environment and the need to comply with both international listing standards and local requirements.

What sections should be included in a Master Listing Agreement?

1. Parties: Identification of the listing agent/advisor and the company seeking listing services

2. Background: Context of the agreement, including the company's intention to list and the advisor's qualifications

3. Definitions: Key terms used throughout the agreement, including regulatory and market-specific terminology

4. Appointment and Scope: Formal appointment of the listing advisor and detailed scope of services

5. Listing Agent Obligations: Detailed responsibilities of the listing agent including regulatory compliance and advisory services

6. Company Obligations: Company's responsibilities including information provision, cooperation, and compliance with regulations

7. Fees and Payment Terms: Fee structure, payment schedule, and related terms including success fees

8. Representations and Warranties: Standard and specific warranties from both parties, including Shariah compliance representations

9. Confidentiality: Provisions for handling confidential information and market-sensitive data

10. Term and Termination: Duration of the agreement and circumstances for termination

11. Liability and Indemnification: Allocation of risks and responsibilities between parties

12. Compliance with Laws: Obligations to comply with Saudi laws, CMA regulations, and Shariah principles

13. Dispute Resolution: Procedure for resolving disputes under Saudi law

14. General Provisions: Standard boilerplate clauses adapted to Saudi law requirements

What sections are optional to include in a Master Listing Agreement?

1. Islamic Finance Compliance: Detailed section on Shariah compliance - required if the listing involves Islamic securities or Sukuk

2. Foreign Investment Provisions: Additional provisions required when the company involves foreign ownership or investment

3. Multiple Listing Provisions: Required when contemplating listing on multiple exchanges

4. Underwriting Services: Include if the listing agent will also provide underwriting services

5. Post-Listing Support: Optional provisions for ongoing support services after successful listing

6. Marketing and Promotion: Optional section covering promotion of the listing to potential investors

7. Force Majeure: Detailed force majeure provisions - recommended for longer-term engagements

What schedules should be included in a Master Listing Agreement?

1. Schedule 1 - Services Description: Detailed scope of listing agent services and deliverables

2. Schedule 2 - Fee Structure: Detailed breakdown of fees, including success fees and payment milestones

3. Schedule 3 - Timeline and Key Milestones: Expected timeline for the listing process and key deliverables

4. Schedule 4 - Required Documentation: List of documents required from the company for the listing process

5. Schedule 5 - Key Personnel: Key team members from both parties involved in the listing process

6. Schedule 6 - Compliance Checklist: Checklist of regulatory requirements and CMA regulations

7. Appendix A - Power of Attorney: Standard form of power of attorney if required for listing process

8. Appendix B - Shariah Compliance Requirements: Specific Shariah compliance requirements and certifications

9. Appendix C - Standard Forms: Standard forms and templates required during the listing process

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

Saudi Arabia

Document Type

Master Agreement

Cost

Free to use

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