Qatar’s New Public M&A Rules

The Qatar Financial Markets Authority’s (“QFMA”) Board Decision No. (8) of 2025, which introduces the Offering and Listing, and Mergers and Acquisitions Rules 2025 (“New Rules”), marks important changes to Qatar’s public-company M&A regulatory framework since original Mergers and Acquisitions Rules issued under QFMA Board Decision No. (2) of 2014 (as amended in 2015) (“Previous Rules”). 

Application 

The Previous Rules applied to all M&As in which one of the parties was a listed company or a subsidiary thereof. The New Rules narrow this scope, by applying to mergers where at least one party is a Qatari issuer that is a listed company, and to acquisitions where the offeree is such an entity, excluding transactions involving unlisted group entities where the listed company itself is not a party. This replaces the Previous Rules’ subsidiary carve-out, which exempted indirect acquisitions involving a listed company’s subsidiary only where the subsidiary had traded for at least three years or there was no conflict of interest with the counterparty. 

Cross-border transactions receive similar treatment. The New Rules disapply most of the requirements where the offeror is a Qatari listed company and the offeree is established outside Qatar, substituting a notification regime.  

Scope

The New Rules continue to regulate M&As but expand the framework by expressly classifying reverse takeovers, as if they were an acquisition, yet subject to specific modifications. This concept was absent in the Previous Rules. A reverse takeover is defined as a procedure by which a listed company makes an offer of new shares in itself to another company in exchange for cash, shares, or a combination, and the procedure results in the acquiring company acquiring the listed company. 

Compulsory Offer 

The compulsory offer framework, which requires a shareholder to make a mandatory offer to purchase the remaining shares in a listed company when an ownership threshold is exceeded, has been materially restructured by the New Rules.  Previously, a compulsory offer was triggered uniformly at 75% ownership. The New Rules retain the 75% trigger for the main market but introduce a new 90% threshold for the venture market.

More significantly, the obligation on a person owning 90% or more has changed.  Under the Previous Rules, minority shareholders holding at least 3% could request the QFMA to require the acquirer to submit a compulsory offer, whereas under the New Rules this becomes an automatic obligation on the acquirer, though only one further compulsory offer is required.

The temporary exemption mechanism has been formalised. Where a person acquires no more than 3% above the compulsory offer threshold, they may apply to the QFMA within 15 working days, subject to disposing of the excess within three months and shares held in excess now carry no voting, dividend, or distribution rights, expanding the Previous Rules’ restriction which removed only voting rights.

Conclusion

The New Rules extend well beyond the areas highlighted above and taken together, represent a meaningful step toward a more modern, structured, and comprehensive regulatory environment for public M&A transactions in Qatar.

Persons to whom the New Rules apply have one year from 31 December 2025, the date of their publication in the Official Gazette, to achieve full compliance, with the period subject to extension by the QFMA. 

Read the full article in The Legal Industry reviews: Qatar