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Preliminary Offering Memorandum

Preliminary Offering Memorandum Template for United Arab Emirates

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Key Requirements PROMPT example:

Preliminary Offering Memorandum

"Need to prepare a Preliminary Offering Memorandum for a UAE-based technology company planning to raise AED 500 million through a public offering in March 2025, with specific focus on AI and blockchain technology developments."

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Document background
The Preliminary Offering Memorandum is a crucial document in the UAE capital markets, typically used during the initial stages of a securities offering to provide potential investors with comprehensive information about the investment opportunity. This document, governed by UAE Securities and Commodities Authority (SCA) regulations and Federal Law No. 4 of 2000, serves as a preliminary marketing and disclosure tool before the final offering memorandum is issued. It includes detailed information about the issuer's business, financial statements, risk factors, management structure, and the terms of the proposed offering. The preliminary nature of the document allows issuers to gauge market interest while maintaining flexibility to adjust terms based on investor feedback. The document must adhere to strict regulatory requirements regarding disclosure and transparency, particularly under SCA Board Resolution No. 11 of 2016 concerning securities offerings.
Suggested Sections

1. Important Notice: Legal disclaimers, jurisdiction restrictions, and regulatory statements

2. Executive Summary: Overview of the offering, issuer, and key investment highlights

3. Risk Factors: Comprehensive disclosure of all material risks related to the investment

4. Use of Proceeds: Detailed breakdown of how the raised funds will be utilized

5. Business Description: Comprehensive overview of the issuer's business, operations, and market position

6. Management and Corporate Governance: Information about key executives, board members, and governance structures

7. Financial Information: Historical financial statements, key metrics, and financial projections

8. Terms and Conditions of the Offering: Detailed terms including pricing, minimum subscription, and allocation policy

9. Subscription and Sale: Process and procedures for participating in the offering

10. Taxation: Overview of relevant tax considerations for investors

11. Legal Matters: Material legal information including regulatory approvals and litigation

Optional Sections

1. Industry Overview: Detailed analysis of the relevant industry - included when the issuer operates in a specialized or complex sector

2. Related Party Transactions: Disclosure of material transactions with related parties - required if such transactions exist

3. Property Portfolio: Detailed description of real estate assets - included for real estate-heavy businesses or REITs

4. Environmental, Social and Governance (ESG): ESG policies and initiatives - increasingly important for institutional investors

5. Research and Development: R&D activities and pipeline - relevant for technology or pharmaceutical companies

6. Material Contracts: Summary of significant agreements - included if there are contracts material to the business

7. Regulatory Framework: Detailed regulatory environment - included for highly regulated industries

8. Competition: Competitive landscape analysis - included when market position is a key investment consideration

Suggested Schedules

1. Financial Statements: Audited financial statements for the required historical periods

2. Pro Forma Financial Information: Adjusted financial statements showing effect of the offering

3. Valuation Report: Independent valuation reports for key assets

4. Legal Due Diligence Report: Summary of legal due diligence findings

5. Market Study: Independent market research reports

6. Technical Report: Technical studies or feasibility reports

7. Articles of Association: Company's constitutional documents

8. Subscription Forms: Forms and instructions for submitting investment applications

9. Material Agreements: Copies of material contracts referenced in the main document

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Allotment Date
Application Form
Articles of Association
Board of Directors
Business Day
Closing Date
Companies Law
Control
Corporate Governance Rules
Dirham
Eligible Investor
Financial Statements
Financial Year
Government
Initial Offering Period
Investment Amount
Issue Price
Issuer
Lead Manager
Listing
Lock-up Period
Market Maker
Material Adverse Change
Maximum Subscription
Memorandum
Minimum Subscription
Offer Shares
Offering
Offering Period
Payment Date
Prospectus
Receiving Bank
Registrar
Regulation S
Regulatory Authority
Related Party
Securities
Securities Law
Share Capital
Shareholder
Subscription Amount
Subscription Instructions
Trading Day
Transfer Agent
UAE Central Bank
Underwriter
Valuation Date
Clauses
Disclaimer
Offering Details
Risk Factors
Share Capital
Subscription Terms
Allocation Policy
Payment Terms
Use of Proceeds
Business Description
Market Overview
Financial Information
Management Structure
Corporate Governance
Dividend Policy
Investment Restrictions
Regulatory Compliance
Taxation
Selling Restrictions
Underwriting Arrangements
Legal Matters
Transfer Restrictions
Investor Rights
Lock-up Provisions
Material Contracts
Related Party Transactions
Subscription Procedures
Settlement Process
Listing Requirements
Governing Law
Jurisdiction
Relevant Industries

Financial Services

Real Estate

Technology

Healthcare

Energy

Manufacturing

Telecommunications

Infrastructure

Retail

Hospitality

Education

Transportation and Logistics

Mining and Natural Resources

Agriculture

Media and Entertainment

Relevant Teams

Legal

Finance

Compliance

Risk Management

Corporate Development

Investor Relations

Treasury

Corporate Communications

Business Development

Corporate Strategy

Corporate Governance

Financial Planning and Analysis

Capital Markets

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Investment Banking Director

Corporate Finance Manager

Compliance Officer

Risk Manager

Company Secretary

Investor Relations Director

Financial Controller

Corporate Development Director

Treasury Manager

Legal Director

Investment Director

Capital Markets Manager

Industries
UAE Federal Law No. 4 of 2000: The Emirates Securities and Commodities Authority (ESCA) Law - Primary legislation governing securities markets and establishing the regulatory framework for securities offerings in the UAE
SCA Board Resolution No. 11 of 2016: Concerning the Regulations of Offering and Issuing Shares of Public Joint Stock Companies - Details specific requirements for public offerings and share issuances
UAE Federal Law No. 32 of 2021: Commercial Companies Law - Governs corporate formation and operation, including provisions related to share capital and corporate governance
UAE Federal Law No. 14 of 2018: Regarding the Central Bank and Organization of Financial Institutions and Activities - Relevant if the offering involves banking or financial institutions
UAE Federal Law No. 20 of 2018: Anti-Money Laundering Law - Ensures compliance with AML requirements in securities offerings and financial transactions
ADX/DFM Listing Rules: Exchange-specific requirements if the securities are to be listed on the Abu Dhabi Securities Exchange or Dubai Financial Market
SCA Board Resolution No. 3 of 2000: Concerning the Regulations on Disclosure and Transparency - Sets requirements for information disclosure in offering documents
UAE Federal Law No. 19 of 2016: Commercial Fraud Law - Ensures truthful representation in offering documents and prevents fraudulent practices
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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