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UAE - Onshore

Law and regulation of private placement of common stock in the UAE

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 - Onshore
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1. Prospectus requirement

  • Offer to the public.
  • Admission to trading of securities on a regulated market.

2. Prospectus exemptions

Key exemptions
  • Qualified Investors (excluding natural persons) or
  • In response to a genuine reverse enquiry

3. Ability to offer shares to

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

Yes, under the Qualified Investor exemption.

3.2 High net worth individuals 

Yes, but only in response to a genuine reverse enquiry.

3.3 Retail/public/others

Yes, subject to appointment of a promoter licensed to carry on promotion activities in the UAE, subject to certain restrictions.

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

Only to Qualified Investors.

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

Yes, subject to complying with any requirements referred to in paragraph 3 above.

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

No.