Investment Memorandum Private Equity Template for Saudi Arabia

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Key Requirements PROMPT example:

Investment Memorandum Private Equity

"I need a Private Equity Investment Memorandum for a SAR 500 million Shari'ah-compliant technology sector fund launching in March 2025, focusing on Saudi Arabia's emerging tech companies with potential for international expansion."

Document background
The Investment Memorandum Private Equity document is a crucial instrument used in Saudi Arabia's growing private equity market to raise capital from sophisticated investors. It is required when establishing and marketing a private equity fund under Saudi Arabian law and CMA regulations. The document serves multiple purposes: it provides comprehensive information about the investment opportunity, establishes the legal framework for the fund, and ensures regulatory compliance. The memorandum typically includes detailed sections on investment strategy, risk factors, management expertise, financial projections, and legal structures, while incorporating specific considerations for both local and international investors. It must address unique aspects of the Saudi market, including Shari'ah compliance requirements where applicable, and align with the Kingdom's Vision 2030 economic objectives.
Suggested Sections

1. Important Notice: Legal disclaimers, regulatory statements, and key risk warnings

2. Executive Summary: Overview of the investment opportunity, fund structure, and key terms

3. Fund Manager Information: Details about the fund manager, track record, and management team

4. Investment Strategy: Detailed explanation of investment objectives, strategy, and target sectors

5. Investment Process: Description of deal sourcing, evaluation, execution, and exit strategies

6. Fund Terms: Key commercial terms including fees, carry, investment period, and fund life

7. Risk Factors: Comprehensive analysis of investment, market, regulatory, and operational risks

8. Legal and Regulatory Framework: Overview of applicable laws, regulations, and compliance requirements

9. Tax and Zakat Considerations: Tax implications for different investor types and fund structure

10. Subscription Process: Details of how to invest, minimum commitments, and closing process

Optional Sections

1. Shari'ah Compliance: Details of Shari'ah compliance structure and oversight (if fund is Shari'ah compliant)

2. Co-Investment Rights: Terms and conditions for co-investment opportunities, if offered

3. ESG Policy: Environmental, Social and Governance policies and implementation

4. Key Man Provisions: Details of key personnel and related provisions if applicable

5. Pipeline Investments: Information about potential investments already identified

6. Track Record Analysis: Detailed analysis of previous funds' performance if applicable

7. Foreign Investment Considerations: Special provisions for international investors if targeting foreign capital

Suggested Schedules

1. Schedule 1 - Subscription Agreement: Legal agreement for fund subscription including investor representations

2. Schedule 2 - Financial Projections: Detailed financial models and return projections

3. Schedule 3 - Due Diligence Questionnaire: KYC and investor qualification requirements

4. Schedule 4 - Fund Structure Chart: Detailed legal and organizational structure of the fund

5. Schedule 5 - Management Team CVs: Detailed biographies of key team members

6. Schedule 6 - Investment Committee Charter: Terms of reference for the Investment Committee

7. Schedule 7 - Valuation Policy: Detailed methodology for portfolio valuation

8. Appendix A - Glossary: Detailed definitions of terms used in the memorandum

9. Appendix B - Market Analysis: Detailed analysis of target markets and sectors

10. Appendix C - Service Providers: Details of fund administrator, custodian, auditor, and other service providers

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

Relevant legal definitions
Clauses
Relevant Industries

Financial Services

Technology

Healthcare

Real Estate

Infrastructure

Manufacturing

Consumer Goods

Energy

Education

Transportation & Logistics

Mining & Materials

Telecommunications

Agriculture & Food

Entertainment & Tourism

Relevant Teams

Legal

Compliance

Investment

Risk Management

Finance

Investor Relations

Operations

Due Diligence

Portfolio Management

Research & Analysis

Corporate Governance

Administrative

Relevant Roles

Chief Executive Officer

Chief Investment Officer

Fund Manager

Investment Director

Legal Counsel

Compliance Officer

Risk Manager

Investment Analyst

Financial Controller

Investor Relations Manager

Portfolio Manager

Managing Partner

Private Equity Associate

Chief Financial Officer

Due Diligence Officer

Industries
Capital Market Law (CML): Royal Decree No. M/30 dated 2/6/1424H - Fundamental law governing securities activities, licensing of capital market institutions, and disclosure requirements for investment offerings
Investment Funds Regulations: Issued by Capital Market Authority Board Resolution No. 1-219-2006 - Specific regulations governing the establishment, offering, and management of investment funds including PE funds
Companies Law: Royal Decree No. M/3 dated 28/1/1437H - Governs corporate structures, establishment requirements, and operational framework for companies in Saudi Arabia
Foreign Investment Law: Royal Decree No. M/1 dated 5/1/1421H - Regulates foreign investment in Saudi Arabia, including licensing requirements and investment restrictions
Anti-Money Laundering Law: Royal Decree No. M/20 dated 5/2/1439H - Establishes KYC requirements and due diligence procedures for investments and financial transactions
Income Tax Law: Royal Decree No. M/1 dated 15/1/1425H - Governs taxation of business activities including investment vehicles and foreign investors
Competition Law: Royal Decree No. M/75 dated 29/6/1440H - Regulates market competition and merger control which may affect PE investments
Market Conduct Regulations: CMA Board Resolution No. 1-11-2004 dated 20/8/1425H - Governs market manipulation, insider trading, and proper disclosure requirements
Rules for Qualified Foreign Financial Institutions Investment: CMA regulations governing foreign institutional investors' participation in Saudi capital markets
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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