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A capital structure that is appropriate today creates constraints that are binding in three years — and restructuring under pressure across UAE, Saudi, and French regulatory regimes costs ten times what engineering it correctly at the outset would have cost.
Saudi CMA approved 12 new IPOs on Tadawul and Nomu in the first half of 2025, while the DFM attracted its largest listing since 2014 — the regulatory complexity of simultaneous capital markets activity across GCC exchanges has never been greater.
Tadawul's main market and Nomu have attracted significant listings since 2022. CMA regulatory requirements for prospectus disclosure, lock-up periods, and cornerstone investor arrangements differ materially from DFSA and SCA requirements. A company preparing for dual listing or considering which exchange to target must map the regulatory differences before committing to a timeline.
Leveraged buyout financing in the GCC operates under different collateral regimes than European leveraged finance. The absence of a liquid high-yield bond market means GCC LBOs rely on bilateral bank financing, creating different covenant structures, different enforcement scenarios, and different intercreditor dynamics than sponsors accustomed to European or US leveraged finance expect.
GCC banks operating under Basel III are increasingly issuing hybrid capital instruments that must be both Shariah-compliant and CET1/AT1-qualifying. The structural features required for regulatory capital treatment (write-down, conversion, non-viability triggers) can create Shariah concerns around gharar (uncertainty) and the prohibition against conditional contracts. Dual compliance requires specialist structuring.
What's at stake
An IPO prospectus disclosure failure under CMA regulations can trigger personal liability for directors and advisors, suspension of trading, and regulatory investigation — consequences that survive long after the listing.
A cross-border acquisition financing security package designed under English law may not create enforceable security under Saudi or UAE property law — meaning the lender discovers its security is defective only when enforcement becomes necessary.
A hybrid capital instrument that fails to achieve AT1 regulatory treatment after issuance creates a capital shortfall that must be remedied under SAMA's prudential timeline — typically 90 days.
Industry challenges
These are the issues that keep decision-makers in your industry awake at night. We hear them every week — and we know how to fix them.
Saudi CMA prospectus requirements under the Rules on the Offer of Securities (as amended 2023) impose specific disclosure obligations on risk factors, related-party transactions, and financial projections that differ from DFSA listing rules. A disclosure gap discovered post-listing triggers CMA investigation, potential trading suspension, and personal liability for the issuer's directors and financial advisors under Article 55 of the Capital Market Law.
Trading suspension averaging 2–4 weeks during CMA investigation. Director personal liability exposure. Investor confidence damage that typically reduces the share price by 15–25% below the offer price — triggering lock-up period complications and underwriter clawback provisions.
The SPA was negotiated under English law with a London-law facility agreement. The Saudi target's assets include real estate, commercial registrations, and IP — each requiring different security registration under Saudi law. The share pledge over the Saudi holding company requires MISA approval. The English-law facility agreement's enforcement provisions are not directly executable in Saudi courts.
Security package defective in the jurisdiction where the target's principal assets are located. Lender discovering the gap post-drawdown triggers covenant breach, facility repricing, or forced restructuring. Remediation cost typically 3–5% of the transaction value plus 4–6 months of delay.
The hybrid sukuk was designed to qualify as Additional Tier 1 capital under SAMA's Basel III implementation. The Shariah board approved the structure, but SAMA's capital adequacy team concluded that the write-down mechanism creates gharar that undermines the Shariah certification. The instrument does not achieve AT1 treatment, creating a regulatory capital shortfall.
Capital shortfall that must be remedied within 90 days under SAMA's prudential framework. Alternative capital raising under time pressure typically costs 200–400 basis points more than the original sukuk pricing. The failed issuance creates market perception of structural weakness.
Don't let these problems compound.
Let's solve them together.
We advise on IPOs, listings, and secondary offerings on Tadawul, Nomu, DFM, and ADX — including prospectus preparation, CMA/DFSA/SCA regulatory compliance, cornerstone investor arrangements, lock-up agreements, and stabilisation mechanisms. Our sukuk practice covers commodity murabaha, wakala, and ijara structures with both conventional and Islamic tranches. We also advise on rights issues, convertible instruments, and equity-linked debt.
We structure acquisition financing for LBOs, management buyouts, and growth acquisitions across the GCC — including facility agreement negotiation (certain funds provisions, flex mechanisms, margin ratchets), security packages across multiple jurisdictions (share pledges, real estate mortgages, assignment of receivables, floating charges in DIFC/ADGM), intercreditor arrangements, and the specific requirements of Islamic leveraged financing structures.
We advise on financial restructuring, debt-for-equity conversions, distressed M&A, creditor workouts, and formal insolvency proceedings under UAE Federal Decree-Law No. 9 of 2016 (Bankruptcy Law, as amended), Saudi Bankruptcy Law (Royal Decree M/50), and French insolvency procedures (sauvegarde, redressement judiciaire, liquidation judiciaire). Our restructuring work integrates with our dispute resolution capability for contested insolvency proceedings.
We advise on CMA (Saudi), DFSA (DIFC), SCA (UAE), ADGM FSRA, and AMF (France) regulatory compliance for capital markets transactions, investment advisory licensing, fund management authorisation, and the cross-border marketing restrictions that apply when products are offered across jurisdictional boundaries. Our regulatory work covers both pre-transaction structuring and ongoing compliance.
The choice depends on your shareholder base, valuation expectations, and regulatory tolerance. Tadawul offers deeper liquidity and higher institutional investor participation but requires full CMA compliance including Arabic-language disclosure and specific Saudi corporate governance standards. DFM offers faster listing timelines and English-language documentation but lower trading volumes for most sectors. The Nomu parallel market offers a lighter regulatory regime for smaller companies but with restricted investor eligibility. We map the regulatory and commercial differences against your specific profile.
Yes, but the structuring is highly specific. AT1 sukuk must include non-viability write-down or conversion triggers, perpetual tenor with no maturity date, and discretionary profit distribution. Each of these features raises Shariah questions that require careful structuring — particularly the write-down mechanism, which some scholars view as creating prohibited gharar. SAMA reviews each issuance individually, and approval of one structure does not guarantee approval of a variation.
English-law security documents are not directly enforceable in Saudi courts. Share pledges over Saudi companies require MISA notification and potentially approval. Real estate security requires registration with the Saudi Land Registry. IP security registration follows different procedures. We restructure the security package to create parallel Saudi-law security documents that are enforceable locally while maintaining the English-law facility agreement's covenant structure.
Typically 9–15 months from appointment of advisors to listing, with CMA prospectus review taking 3–6 months depending on the complexity of the business and the quality of the initial submission. The most common delay factors are CMA queries on related-party transactions, financial projection methodology, and risk factor disclosure. Companies with clean corporate structures and audited IFRS financials move significantly faster than those requiring pre-IPO restructuring.
Since the 2019 expansion of the French foreign investment screening regime (Article L.151-3 of the Monetary and Financial Code), acquisitions by non-EU investors in 'strategic' sectors require prior authorisation from the Ministry of Economy. The definition of strategic sectors has been progressively expanded to include AI, cybersecurity, food security, and media. A GCC sovereign fund acquiring a French tech company will almost certainly trigger screening. Processing takes 30–75 business days, and conditional clearance with behavioural commitments is the norm.
GSDA restructured our cross-border acquisition financing across Saudi, UAE, and French law in 11 weeks. Three other firms said it couldn't be done in less than six months. The deal closed on schedule.
CFO — European Industrial Group, Middle East Expansion
Insights
The GSDA advantage
Cross-border execution capability across French, GCC, and DIFC/ADGM legal frameworks without the need to instruct separate local counsel.
Dual expertise in conventional and Islamic finance structuring — essential for hybrid instruments and Shariah-compliant capital markets transactions.
Direct experience with CMA, DFSA, SCA, and AMF regulatory processes — including prospectus review timelines and common regulatory queries.
Integrated corporate and finance capability — we structure the corporate vehicle, negotiate the financing, and handle the regulatory approvals as a single coordinated workstream.
Senior-led team where partners personally run transactions — no delegation to junior associates on critical deal points.
Knowledge hub
Key legal terms for corporate finance