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UAE - Abu Dhabi Global Market

Law and regulation of private placement of common stock in Abu Dhabi

Table of contents
  1.  Prospectus requirement
  2. Prospectus exemptions
  3.  Ability to offer shares to
    1.  Institutional/professional/authorised investors (for example investment funds, insurers, pension funds)
    2.  High net worth individuals 
    3. Retail/public/others
  4.  Can the issuer approach potential investors on their own?
  5.  Can the issuer's financial adviser/ placement agent approach potential investors on their own?
  6.  Are there any other exemptions which may be relied on?
UAE - Abu Dhabi Global Market
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1. Prospectus requirement

  • Public offer of securities.
  • Issue of securities to be listed on a recognised investment exchange.

2. Prospectus exemptions

Key exemptions

Exempt offers

  • made to or directed at only Professional Clients other than natural persons.
  • an offer in or from the ADGM which is directed at fewer than 50 persons in any 12 month period, excluding Professional Clients who are not natural persons.
  • an offer where the total aggregate consideration for the securities offered is less than USD 100,000, or an equivalent amount in another currency, calculated over a period of 12 months.
  • an offer where the total aggregate consideration for the securities offered is less than USD 100,000, or an equivalent amount in another currency, calculated over a period of 12 months.  

Exempt securities which may be admitted to trading without a prospectus

  • shares representing, over a period of 12 months, less than 10% of the number of shares of the same class already admitted to trading on the same recognised investment exchange.

3. Ability to offer shares to

3.1 Institutional/professional/authorised investors (for example investment funds, insurers, pension funds)

Yes.

3.2 High net worth individuals 

Yes if they meet the requirements for ‘assessed’ Professional Clients (individuals with net assets of at least USD 500,000, or who have been authorised persons in the past 12 months), or otherwise has required expertise and experience to not be treated as a retail client).

3.3 Retail/public/others

Yes, on the basis of an approved prospectus or subject to the requirements and exemptions referred to in paragraph 2 above.

4. Can the issuer approach potential investors on their own?

Yes, subject to the requirements and exemptions referred to in paragraph 2 above.

Any issuer not licensed in the ADGM must ensure it is not breaching the financial services prohibition and must consider and comply with restrictions on financial promotions.

5. Can the issuer's financial adviser/ placement agent approach potential investors on their own?

Yes, subject to the requirements and exemptions referred to in paragraph 2 above.

Any advisor or placement agent not licensed in the ADGM must ensure it is not breaching the financial services prohibition and must consider and comply with restrictions on financial promotions.

6. Are there any other exemptions which may be relied on?

Response to genuine unsolicited reverse enquiries.