The Offering Memorandum Private Equity is a crucial document used in the UAE when raising capital for private equity funds. It must comply with UAE Federal Law No. 4 of 2000 and relevant SCA regulations, particularly SCA Board Resolution No. 9 of 2016 regarding investment funds. This document serves as the primary disclosure instrument for potential investors, providing comprehensive information about the fund's structure, investment strategy, risk factors, management team, and terms of investment. It's particularly important in the UAE context where both conventional and Islamic finance considerations may need to be addressed, and specific regulatory requirements for financial free zones like DIFC and ADGM may apply. The document is essential for maintaining transparency and ensuring regulatory compliance while marketing private equity investments to qualified investors in the UAE market.
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1. Important Notice and Disclaimer: Legal disclaimers, regulatory statements, and distribution restrictions
2. Executive Summary: Overview of the investment opportunity, fund structure, and key terms
3. Fund Structure and Management: Legal structure, management team, advisory board, and governance details
4. Investment Strategy: Investment objectives, strategy, targeted sectors, and geographic focus
5. Terms of the Offering: Details of the securities being offered, minimum investment, and subscription process
6. Risk Factors: Comprehensive discussion of investment risks, market risks, and regulatory risks
7. Management and Performance Fees: Fee structure, carried interest, and other costs associated with the fund
8. Investment Process: Deal sourcing, due diligence, investment approval, and exit strategies
9. Tax Considerations: Overview of relevant UAE tax implications and international tax considerations
10. Regulatory Matters: Applicable UAE regulations, compliance requirements, and regulatory approvals
11. Subscription Instructions: Detailed process for subscribing to the fund, including KYC requirements
1. Shari'ah Compliance: Required if the fund is marketed as Shari'ah-compliant, detailing compliance structure and oversight
2. Co-Investment Rights: Include if co-investment opportunities are offered to limited partners
3. Track Record: Include if the management team has relevant historical performance to showcase
4. ESG Policy: Include if the fund has specific environmental, social, and governance considerations
5. Key Person Provisions: Include if there are specific provisions relating to key management personnel
6. DIFC/ADGM Specific Disclosures: Required if the fund is established in or marketed through these financial free zones
7. Secondary Market Procedures: Include if there are provisions for secondary market trading of fund interests
1. Subscription Agreement: Legal agreement for subscribing to the fund
2. Limited Partnership Agreement: Governing document of the fund structure
3. Investment Management Agreement: Agreement between the fund and the investment manager
4. Due Diligence Questionnaire: Required information from potential investors
5. Target Market Analysis: Detailed analysis of target sectors and opportunities
6. Management Team Biographies: Detailed profiles of key management personnel
7. Financial Projections: Model scenarios and return projections
8. KYC/AML Forms: Required regulatory compliance forms
9. Tax Forms: Relevant tax documentation and certificates
10. Legal Opinions: Legal opinions from qualified counsel regarding fund structure and offering
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