Announcement Memorandum Template for Saudi Arabia

An Announcement Memorandum serves as your company's formal channel for communicating critical information to the Saudi Arabian capital markets. This document ensures you meet your legal disclosure obligations while maintaining transparency with shareholders, regulatory bodies, and the investing public. When properly executed, it protects your company from regulatory penalties and helps maintain market confidence in your operations.

When do you need this document?

You must prepare an Announcement Memorandum whenever your company experiences material events that could impact share prices or investor decisions. This includes announcing quarterly and annual financial results, declaring dividends, reporting merger and acquisition activities, or disclosing significant contracts. Listed companies on Tadawul are required to submit these announcements for major corporate restructuring, changes in board composition, or material legal proceedings. You'll also need this document when announcing rights issues, bonus share distributions, or any events that trigger the materiality thresholds established by the Capital Market Authority. Private companies may require similar announcements when seeking investment or preparing for public listing.

Key legal considerations

Your announcement must contain accurate, complete, and timely information to avoid misleading the market. You're legally responsible for ensuring all material facts are disclosed without omission, as selective disclosure can result in significant penalties from the CMA. The timing of your announcement is critical—you must release information as soon as reasonably possible after becoming aware of material events, typically within 24 hours. Your document should clearly identify potential risks, conflicts of interest, and the expected impact on your company's financial position. You must also consider insider trading implications, ensuring that price-sensitive information isn't shared with select parties before public disclosure. Professional review by legal advisors and external auditors is often necessary to verify compliance and accuracy.

Legal requirements in Saudi Arabia

Under Saudi Arabian Companies Law 2015 and Capital Market Law, your announcement must be submitted to the CMA and published on Tadawul's disclosure platform before any other distribution channels. You're required to include specific mandatory information such as your commercial registration number, the announcement's classification, and detailed explanations of the disclosed events. The document must be prepared in Arabic as the primary language, with English translations permitted for international stakeholders. You must maintain comprehensive records of all announcements for regulatory inspection, typically for a minimum of five years. Electronic distribution through approved channels is mandatory, and you must ensure simultaneous disclosure to prevent market manipulation. The CMA's Regulatory Rules and Procedures provide specific formatting requirements, submission deadlines, and content standards that your announcement must follow to achieve compliance.