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• The CMA approves the Regulatory Framework for Offering Special Purpose Acquisition Companies (SPACs) in the Parallel Market

  The Capital Market Authority's (CMA's) Board approved the regulatory framework for the offering of Special Purpose Acquisition Companies (SPACs) in the Parallel Market (Nomu), through amendments to the Implementing Regulation of the Companies Law for Listed Joint Stock Companies, the Rules on the Offer of Securities and Continuing Obligations, and the Glossary of Defined Terms Used in the Regulations and Rules of the Capital Market Authority, to be effective from the date of its publication. The amendments aim to diversify the available investment products and encourage private sector companies to pursue listing, thereby contributing to meeting financing needs, increasing the number of offerings, and enhancing liquidity levels in the Parallel Market. The amendments also provide investors with an opportunity to access non-listed companies that were previously difficult to invest in directly. The amendments include regulating the conditions and requirements for the registration and offering of shares of SPACs in the Parallel Market. Among the key requirements are that the company must be established by a sponsor and that its shares must be redeemable at the option of shareholders. The amendments grant shareholders the right to redeem their redeemable shares, including redemption for a cash amount from the escrow account in proportion to their shareholding in the SPAC, in specific cases, including where the SPAC completes a transaction with a target company and the shareholder votes against approving such transaction. The amendments also require that the company’s capital following the offering shall not be less than SAR 100 million, thereby supporting the enhancement of efficiency and attractiveness of the Parallel Market to investors. The amendments also set out the conditions for completing an acquisition or merger transaction between a SPAC and the target company, in a manner that enhances governance and protects investors’ rights. These conditions include that the sponsor, or an investment fund managed by the sponsor, must not hold, directly or indirectly, any shares or ownership interests in the target company, and that the value of the target company must represent at least 80% of the amounts deposited in the escrow account. In addition, the shareholding of the SPAC’s shareholders in the target company following completion of the transaction must not be less than 30%. From a timeline perspective, the amendments require a SPAC to complete the transaction within a period not exceeding 24 months from the date of its listing on the Parallel Market, with the possibility of an extension for an additional 12 months subject to the approval of the Extraordinary General Assembly. The sponsor and its affiliates may not participate in voting on the extension resolution, and the CMA must be notified accordingly. The approval of the regulatory framework comes as a continuation of the CMA’s regulatory efforts to enhance the diversity of investment products and expand the investor base in the Saudi capital market, in addition to providing financing instruments that support economic growth. The CMA had published, on 8 April 2025, the draft “Regulatory Framework to Allow Offering Special Purpose Acquisition Companies (SPACs) on the Parallel Market” on the Unified Electronic Platform for Consulting the Public and Government Entities (Public Consultation Platform) and the CMA's website for public consultation for a period of (30) calendar days. The amended Implementing Regulation of the Companies Law for Listed Joint Stock Companies, the amended Rules on the Offer of Securities and Continuing Obligations, and the amended Glossary of Defined Terms Used in the Regulations and Rules of the Capital Market Authority can be accessed through the following links: The Implementing Regulation of the Companies Law for Listed Joint Stock Companies. The Rules on the Offer of Securities and Continuing Obligations. The Glossary of Defined Terms Used in the Regulations and Rules of the Capital Market Authority.

  02/04/2026 18:14:21

• The CMA Approves Enhancements to the Regulatory Framework for the Removal of Board Members and Profit Distributions in Listed Companies

  The Capital Market Authority's (CMA's) Board approved amendments to the Implementing Regulation of the Companies Law for Listed Joint Stock Companies, as part of developing the regulatory framework governing the removal of board members and regulating the mechanism for determining and distributing profits in listed companies. The development of the regulatory framework aims to establish specific controls for the removal of board members by the General Assembly, which will contribute to enhancing the governance of listed companies by enabling shareholders to exercise their rights and monitor the performance of boards of directors, increasing transparency, and strengthening investor protection, thereby supporting the stability of the capital market. It also aims to increase flexibility in the regulatory requirements related to distributable profits, in line with best practices. With respect to the controls governing the removal of board members by the General Assembly, the amendments set out the controls and procedures applicable to requests submitted by one or more shareholders to remove board members through the Ordinary General Assembly, including the obligations that the board of directors must comply with upon receiving such requests. Under the amendments, one or more shareholders holding no less than (10%) of the voting shares may request the removal of all board members after at least six months have elapsed from the start of the board’s term. They may also request the removal of one or more board members where it is determined that a member is unable to perform their duties as prescribed by law. The amendments also include obligating a board member to promptly notify the board in the event a final judicial ruling is issued convicting them of a crime involving breach of trust, or the issuance of a decision by an authority under the relevant laws that affects their ability to perform their duties. The board shall, upon becoming aware of such ruling or decision, submit a recommendation to the General Assembly to remove the member, even if the member fails to notify the board thereof. The amendments also stipulate that if the removal of all or some board members results in a breach of the minimum quorum required for the valid convening of the board in accordance with the Companies Law or the company’s bylaws, the General Assembly’s resolution must provide that the removal shall not take effect until after the election of a new board or a replacement for the removed member. The board of directors must take the necessary measures to convene the General Assembly to elect a new board or a replacement member within a period not exceeding (75) days from the date of the General Assembly’s approval of the removal request. With respect to distributable profits, the approved amendments grant listed companies greater flexibility in their calculation by removing the requirement to link their determination to the audited annual financial statements. The mechanism has been amended to rely on the latest reviewed or audited financial statements preceding the distribution decision, thereby enabling listed companies to rely on their most recent financial statements, whether interim reviewed or annual audited, when determining the amount of distributable profits. These amendments come as part of the CMA’s ongoing efforts to develop the regulatory environment of the capital market, enhance the governance of listed companies, and achieve a balance between protecting shareholders’ rights and enabling companies to manage their businesses efficiently, thereby supporting the growth and sustainability of the Saudi capital market. The CMA had previously published, in November, the Draft amendment of the Implementing Regulation of the Companies Law for Listed Joint Stock Companies on the Unified Electronic Platform for Consulting the Public and Government Entities (Public Consultation Platform) affiliated to the National Competitiveness Center and the CMA's website for public consultation for a period of (30) calendar days. The Implementing Regulation of the Companies Law for Listed Joint Stock Companies can be accessed through the following link: Implementing Regulation of the Companies Law for Listed Joint Stock Companies

  02/04/2026 17:43:57

• The Capital Market Authority Approves Seera Group Holding’s Request to Reduce its Capital

  The CMA has issued its resolution approving Seera Group Holding’s request to reduce its capital from SAR (3,000,000,000) to SAR (2,740,486,520), thus reducing the number of shares from (300,000,000) shares to (274,048,652) shares. This approval is conditional on the Company’s extraordinary general assembly approval and completion of the necessary procedures in relation to the applicable regulations. The Company will publish a disclosure document to its shareholders related to the proposed method of capital reduction and the expected effect of such reduction within sufficient time prior to the Extraordinary General Assembly Meeting to enable shareholders to vote on the capital decrease. The CMA’s approval of a particular company’s application to reduce its capital should never be viewed as an endorsement of the feasibility of the capital decrease. The CMA’s approval of a company’s application to reduce its capital merely means that the regulatory requirements as per the Capital Market Law and its Implementing Regulations have been met.

  02/04/2026 17:41:26

• The Capital Market Authority approves Saudi Vitrified Clay Pipes Company’s request to increase its capital by way of Rights Issue

  The CMA has announced its resolution approving Saudi Vitrified Clay Pipes Company’s request to increase its capital by way of rights issue valued at SAR (80,000,000). The increase will be limited to the shareholders who are registered in the shareholders’ registry at the Security Depository Center as of the closing of the second trading day after the extraordinary general assembly meeting, which will be determined by the Company’s board of directors at a later date. The offering price and the number of shares offered for subscription will be determined by the Company after market closing of the same day in which the extraordinary general assembly meeting is to be held. After reviewing the Company’s application in light of the governing regulatory requirements, and the quantitative and qualitative criteria applicable to all companies requesting a capital increase, the CMA has issued its resolution approving Saudi Vitrified Clay Pipes Company’s capital increase request highlighted above. The rights issue prospectus will be posted and made available to the public at a later time. An investment decision based on the Company’s board recommendation to increase its capital or the CMA’s approval without carefully reading the rights issue prospectus or fully reviewing its content may involve high risk. Therefore, investors should carefully read the prospectus, which contains detailed information on the Company, the offering and risk factors. Thus, providing investors the ability to evaluate the viability of investing in the offering, taking into considerations the associated risks. If the prospectus proves difficult to understand, it is recommended to consult with an authorized financial advisor prior to any investment decision. The CMA’s approval of the prospectus should never be considered as a recommendation to participate in the offer nor invest in the Company's shares. The CMA’s approval of the prospectus merely means that the legal requirements as per the Capital Market Law and its Implementing Regulations have been met.

  02/04/2026 17:34:09

• The Saudi Exchange Launches SPACs Listing on Nomu – Parallel Market

  The Saudi Exchange announces the launch of listing of Special Purpose Acquisition Companies (“SPACs”) on Nomu – Parallel Market, offering fast-growing businesses and SMEs an alternative route to market, unlocking capital access and creating new opportunities for investors. A Special Purpose Acquisition Company (“SPAC”) is a company created to raise capital through an Initial Public Offering (IPO) with the purpose of acquiring or merging with an existing unlisted company. This provides an alternative route to the market, which can facilitate faster access to capital, and is a structure well-suited to high-growth and innovative businesses seeking to scale rapidly. In accordance with the regulatory framework, SPACs are required to complete an acquisition or a merger within a 24-month period from the date of listing, which may be extended to 36 months subject to the approval of the Capital Market Authority (CMA). Throughout this period, the shares of the SPAC will be actively traded on the market, providing liquidity and enabling continuous investor participation. This launch is part of the Saudi Exchange’s strategy to diversify its offering of listing products and investment opportunities. Through this track, the Saudi Exchange aims to expand the investor base in Nomu – Parallel Market, attract new categories of issuers and strengthen the ability of the Saudi capital market to offer leading and innovative products and services. For more information on SPACs, please visit [Link].

  02/04/2026 17:04:38