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Confidential Offering Memorandum Template for United Arab Emirates

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Key Requirements PROMPT example:

Confidential Offering Memorandum

"I need a Confidential Offering Memorandum for my Dubai-based AI software company seeking to raise AED 50 million in growth capital by March 2025, with specific emphasis on our proprietary technology and international expansion plans."

Document background
A Confidential Offering Memorandum is a crucial document used in private capital raising activities within the UAE, prepared in accordance with UAE Federal laws and SCA regulations. This document is typically employed when companies seek to raise capital through private placement of securities, requiring detailed disclosure while maintaining confidentiality. The memorandum must balance comprehensive information disclosure with privacy requirements, containing detailed business plans, financial data, risk factors, and investment terms. It serves as the primary due diligence document for sophisticated investors while ensuring compliance with UAE securities laws and regulatory requirements. The document's preparation and distribution must adhere to specific UAE private placement rules and securities regulations, making it essential for both issuers and investors in private capital transactions.
Suggested Sections

1. Important Notice and Disclaimer: Legal disclaimers, confidentiality statements, and regulatory notices including UAE-specific disclosures

2. Executive Summary: Brief overview of the investment opportunity, company, and key terms

3. Investment Highlights: Key selling points and value proposition of the investment opportunity

4. Business Description: Detailed description of the company, its operations, products/services, and market position

5. Market Overview: Analysis of the industry, market opportunities, and competitive landscape

6. Management Team: Profiles of key executives and board members

7. Financial Information: Historical financials, projections, and key performance indicators

8. Risk Factors: Comprehensive disclosure of investment risks, including market, operational, and regulatory risks

9. Use of Proceeds: Detailed breakdown of how investment funds will be utilized

10. Terms of the Offering: Structure of the investment, pricing, minimum investment, and key terms

11. Subscription Process: Instructions for participating in the offering, including KYC requirements

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

13. Legal and Regulatory Information: Relevant legal framework and regulatory compliance details

Optional Sections

1. Industry Analysis: Detailed industry analysis section when the business operates in a complex or unique sector

2. Technical Information: For technology or industrial companies requiring detailed technical specifications

3. Environmental Impact: For projects with significant environmental considerations or ESG focus

4. Regulatory Approvals: Detailed section on permits and licenses when offering involves regulated activities

5. Corporate Structure: Detailed organizational structure for complex group companies

6. Historical Corporate Events: For established companies with significant corporate history

7. Related Party Transactions: When significant related party dealings exist

8. Property Portfolio: For real estate-related offerings or asset-heavy businesses

Suggested Schedules

1. Subscription Agreement: Legal agreement for investing in the offering

2. Financial Statements: Detailed audited financial statements and notes

3. Corporate Documents: Key corporate documents including licenses and certificates

4. Management CVs: Detailed biographies of key management personnel

5. Market Research Reports: Third-party market research and analysis

6. Legal Opinion: Legal opinion from counsel on key aspects of the offering

7. Valuation Report: Independent valuation report if applicable

8. KYC Forms: Required know-your-customer documentation for UAE compliance

9. Technical Reports: Relevant technical or feasibility studies

10. Material Contracts: Summaries of key commercial agreements

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions















































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Relevant Industries

Financial Services

Real Estate

Technology

Healthcare

Manufacturing

Energy

Infrastructure

Retail

Hospitality

Education

Transportation

Telecommunications

Mining and Natural Resources

Agriculture

Professional Services

Relevant Teams

Legal

Finance

Compliance

Corporate Development

Investment Banking

Risk Management

Corporate Secretariat

Business Development

Strategy

Investment Relations

Treasury

Corporate Communications

Executive Management

Board of Directors

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Investment Director

Corporate Finance Manager

Compliance Officer

Finance Director

Legal Director

Investment Banking Associate

Private Equity Manager

Risk Manager

Company Secretary

Business Development Director

Strategy Director

Financial Controller

Investment Relations Manager

Board Member

Industries








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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