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Private Offering Memorandum

Private Offering Memorandum Template for United Arab Emirates

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Key Requirements PROMPT example:

Private Offering Memorandum

"I need a Private Offering Memorandum for a UAE technology startup seeking to raise AED 10 million through a private placement to qualified investors by March 2025, with specific focus on SCA compliance and technology sector risk factors."

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Document background
A Private Offering Memorandum is a crucial document used in the United Arab Emirates when a company seeks to raise capital through a private placement of securities. It must comply with UAE Federal Law and Securities and Commodities Authority (SCA) regulations, particularly regarding disclosure requirements and investor qualifications. The document provides comprehensive information about the investment opportunity, including business operations, financial statements, risk factors, and subscription procedures. It is specifically designed for qualified investors as defined by UAE law and typically used for raising capital without a public offering. The memorandum must include all material information that would enable potential investors to make an informed investment decision while adhering to UAE private placement regulations.
Suggested Sections

1. Important Notice to Investors: Disclaimers, regulatory statements, and distribution restrictions

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

3. Offering Overview: Detailed terms of the offering including security type, price, minimum investment, and subscription procedures

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

5. Company Overview: Detailed description of the business, operations, history, and strategy

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

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

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

9. Investment Terms and Conditions: Detailed legal terms governing the investment

10. Subscription Process: Step-by-step instructions for participating in the offering

11. Tax Considerations: Overview of relevant UAE tax implications for investors

12. Legal and Regulatory Matters: Relevant legal information and regulatory compliance statements

Optional Sections

1. Industry Analysis: Detailed market and industry overview, used when the company operates in a specialized or complex sector

2. Environmental, Social and Governance (ESG): ESG policies and initiatives, included when targeting ESG-conscious investors

3. Exit Strategy: Potential exit mechanisms and timelines, included for private equity or venture capital-style investments

4. Property Portfolio: Detailed real estate assets description, included for real estate-based offerings

5. Technical Information: Technical specifications and details, included for technology or industrial companies

6. Shariah Compliance: Islamic finance compliance details, included when targeting Islamic investors

7. Regulatory Framework: Detailed regulatory analysis, included for heavily regulated industries

Suggested Schedules

1. Subscription Agreement: Legal agreement for subscribing to the offering

2. Constitutional Documents: Company's memorandum and articles of association

3. Audited Financial Statements: Detailed financial statements for the past 3 years

4. Legal Opinion: Legal opinion from qualified UAE counsel

5. KYC Requirements: Required documentation for investor verification

6. Corporate Authorizations: Relevant corporate approvals and resolutions

7. Material Contracts: Summaries of significant agreements affecting the business

8. Valuation Report: Independent valuation report if applicable

9. Management Service Agreements: Key management and service contracts

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
Accredited Investor
Administrative Agent
Affiliate
Articles of Association
Board of Directors
Business Day
Closing Date
Company
Confidential Information
Control
Directors
Dirhams
Effective Date
Escrow Account
Financial Statements
Financial Year
Governmental Authority
Investment Amount
Investment Period
Investor
Issuer
Key Management
Lead Manager
Material Adverse Change
Memorandum
Minimum Subscription Amount
Offering
Offering Period
Offering Price
Ordinary Shares
Placement Agent
Private Placement
Proceeds
Professional Investor
Prospectus
Qualified Purchaser
Registered Office
Related Party
Restricted Party
SCA
Securities
Shareholder
Subscription Agreement
Subscription Form
Target Company
Transaction Documents
Transfer
UAE
Valuation
Working Day
Clauses
Investment Overview
Risk Factors
Use of Proceeds
Subscription Rights
Transfer Restrictions
Distribution Policy
Management Rights
Voting Rights
Exit Rights
Tag-Along Rights
Drag-Along Rights
Anti-Dilution
Information Rights
Confidentiality
Non-Competition
Corporate Governance
Board Representation
Amendment Rights
Termination Rights
Dispute Resolution
Governing Law
Jurisdiction
Indemnification
Force Majeure
Notices
Assignment
Severability
Entire Agreement
Regulatory Compliance
Anti-Money Laundering
Representations and Warranties
Subscription Procedures
Payment Terms
Lock-up Provisions
Financial Statements
Disclosure Requirements
Investment Eligibility
Shareholder Rights
Dividend Rights
Relevant Industries

Financial Services

Real Estate

Technology

Healthcare

Manufacturing

Energy

Infrastructure

Hospitality

Education

Retail

Transportation

Professional Services

Industrial

Agricultural

Mining

Entertainment

Relevant Teams

Legal

Finance

Compliance

Corporate Development

Investment

Risk Management

Board of Directors

Executive Management

Corporate Secretariat

Treasury

Investor Relations

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Compliance Officer

Investment Manager

Corporate Finance Director

Board Member

Managing Director

Financial Controller

Legal Director

Company Secretary

Risk Manager

Investment Banker

Private Equity Manager

Venture Capital Manager

Due Diligence Officer

Industries
UAE Federal Law No. 32 of 2021 (Companies Law): The primary legislation governing companies in the UAE, including provisions related to corporate structure, share issuance, and capital requirements
SCA Board of Directors' Decision No. (13/R.M) of 2021: Regulations concerning private offerings and placements, including requirements for disclosure, marketing restrictions, and qualified investor criteria
UAE Federal Decree-Law No. 20 of 2018 (Anti-Money Laundering Law): Regulations regarding AML/CFT compliance requirements that must be addressed in private offering documentation
SCA Decision No. (3/R.M) of 2017: Promotion and introduction regulations affecting how private offerings can be marketed and to whom
UAE Federal Law No. 14 of 2018 (Central Bank Law): Relevant for any banking or financial aspects of the offering, including payment processing and financial intermediary roles
Federal Decree-Law No. 50 of 2022 on Commercial Transactions: Governs commercial transactions and contracts, relevant for structuring the offering terms and conditions
SCA Board Resolution No. (11) of 2016: Regulations concerning the disclosure of information and financial statements in offering documents
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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