Preliminary Offering Memorandum Template for the United Arab Emirates

When you're preparing to raise capital through a securities offering in the United Arab Emirates, a Preliminary Offering Memorandum serves as your initial disclosure document to potential investors. This comprehensive marketing tool provides essential information about your investment opportunity while allowing flexibility to adjust terms based on market feedback before finalizing your offering documentation.

When do you need this document?

You'll need a Preliminary Offering Memorandum when conducting initial public offerings (IPOs), private placements, or debt securities issuances in the UAE capital markets. Investment banks and underwriters typically require this document during roadshow presentations to institutional investors and fund managers. Companies seeking to list on the Abu Dhabi Securities Exchange (ADX) or Dubai Financial Market (DFM) must prepare preliminary documentation as part of their regulatory approval process. This document is also essential when conducting pre-marketing activities to gauge investor interest and determine optimal pricing for your securities offering.

Key legal considerations

Your Preliminary Offering Memorandum must contain comprehensive risk factor disclosures covering all material risks that could affect your investment opportunity. The document requires detailed financial information, including audited financial statements prepared in accordance with International Financial Reporting Standards (IFRS) as adopted in the UAE. Management and corporate governance sections must provide complete biographical information about directors and senior executives, along with their compensation arrangements. Use of proceeds sections must specify exactly how raised funds will be utilized, with sufficient detail to enable informed investment decisions. The document must include proper disclaimers regarding forward-looking statements and emphasize the preliminary nature of the information presented.

Legal requirements in United Arab Emirates

Under UAE Federal Law No. 4 of 2000 and SCA Board Resolution No. 11 of 2016, your Preliminary Offering Memorandum must comply with specific disclosure standards established by the Securities and Commodities Authority. The document must be filed with the SCA and relevant stock exchange before any marketing activities commence. All financial information must be prepared by independent auditors registered with the UAE Ministry of Economy, and legal opinions must be provided by qualified UAE legal counsel. The memorandum must clearly state that it does not constitute a final offer and that terms may change in the final offering documentation. Distribution restrictions must be clearly outlined, particularly regarding retail investor participation and minimum investment thresholds. The document must also comply with UAE Commercial Companies Law No. 32 of 2021 provisions regarding share capital and corporate governance disclosures.