Form (B-1-5)
Prospectus of Offering Shares for Public Subscription the Capital of a Company
Desiring to be a Public Joint Stock Company
General Clarifications
- This form is used for the purpose of Offering Shares for public subscription of
Company capital desiring to be a public joint stock Company (PJSC). No other form
can be used for the same purpose.
- Articles of the Prospectus are not stated for limitation, they rather represent the
minimum and basic articles that companies desiring to be converted into public joint
stock companies shall be committed to publish when Offering the Shares thereof for
public subscription. The executive management of issuing companies shall state any
further substantial data in the Prospectus that may have an impact on the decisions of
investors even if not included in the Prospectus form. The SCA is entitled to request
any further information that would help the investors to take their decision concerning
investing in securities to be issued.
- Prospectus is intended for the perusal of investors, and therefore, it shall provide the
requested information clearly, thoroughly and accurately, with no irrelevant or
inappropriate information. In addition, no piece of information shall be repeated
unless explicitly requested, and if necessary, a hint to wherever the same was
mentioned with no detail would be sufficient.
- Issuer may make a detailed memorandum of information for the purpose of
promotion provided that it is based on and conforms with the information and data
stated in the Prospectus.
- All annexes and reports attached to the Prospectus shall be true copies, dated and
printed on the letterhead of the issuing entity.
- Prospectus shall be made according to the order set out in this Form.
- Clarifications attached to the Form shall be reviewed, to use as a guide, the type of
information requested to be included in the Prospectus.
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Prospectus of Offering Shares of Company Capital
for Public Subscription
"……………………………………………………….."
(State legal form prior to conversion, number and
date of licensing and incorporation decision of Company)
Subscription Period
From …./…./200.. to …./…./200..
This Prospectus is intended for Offering a number of (………) nominal cash Shares
for public subscription, representing (………) % of the total capital of
……………………… Company amounting to AED (……….) with an Offering price
of AED (………) per Share, in addition to AED (……..) per Share as issue expenses.
Participants in the Offer:
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Financial advisor:
Lead manager:
Principal underwriter:
Underwriting Assistants:
Sharia Authority (In case Company transactions are in conformity with the
Islamic Sharia).
Legal advisor:
Auditor:
Contact officer:
Record operations manager:
Collecting bank
UAE- based banks receiving applications.
AGCC banks receiving applications.
Arab countries banks receiving applications.
Foreign banks receiving applications.
Prospectus was endorsed by the SCA on --- / --- /200--
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This clause includes the following text that shall be inserted into a rectangle at the backside of the
cover.
Important Notice
It is recommended to be carefully read by all investors
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The main objective of this Prospectus is to present material information for the
perusal of the investors that may assist them to make their appropriate and
informed decision as to invest in the Offered securities. Prior to submitting
application for subscription, each investor shall carefully and thoroughly read
and examine all the information included in this Prospectus and the articles of
association of the issuing Company to decide whether or not to invest in such
Shares. Moreover, investor is required to obtain the necessary advice from his
legal and financial advisor regarding investment in the securities Offered for
subscription. Whoever reads this Prospectus shall take into consideration that
words and statements indicating that data are estimated that and related to the
future and are intended to indicate that they are uncertain data. Such forwardlooking estimations shall not be fully reliable being subject to change since
future conditions could not be certainly forecasted which may cause the actual
results to differ from the forecasted ones.
Investment in Offered securities may involve high risks. Therefore, the
investor should not invest in this Offering unless being capable of bearing the
loss thereof– see clause of "Investment Risks".
This Prospectus contains data submitted according to the UAE SCA issue and
disclosure rules. Founders and nominated board members, whose names are
set out in this Prospectus, are jointly and severally responsible for the integrity
of data and information stated in the Prospectus. They confirm, according to
their knowledge, due diligence and after conducting the possible and
reasonable examination, that no other facts or material information are
excluded from the Prospectus, which might have rendered this Prospectus
misleading or might have affected the investment decision of Applicants.
Information set out in this Prospectus shall not be changed or added unless the
UAE SCA approval is granted and the public are notified through publication
in daily newspapers according to the SCA rules.
Offering Shares according to the Prospectus has been presented to the SCA for
the purpose of Share Offering inside UAE. In case of Offering securities in
any other state, the entity issuing securities shall be responsible for taking all
actions and measures and obtain the necessary approvals from the competent
bodies in the relevant state prior to Offering securities therein.
This Prospectus has been endorsed by the UAE SCA on ..../…./200…, under
no. (……). SCA endorsement of the Prospectus is not a guarantee for the
feasibility of investment nor a recommendation for subscription, it only
indicates that the Prospectus contains the required minimum information in
accordance with the issue and disclosure rules applicable in the SCA
Prospectus. Moreover, SCA is not responsible for accuracy, integrity, or
adequacy of information contained, and is not held liable for any harm or loss
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that may occur to any person as a result of relying upon this Prospectus or part
thereof.
This Prospectus has been issued on ..../…./200….
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Table of Contents
Definitions and Abbreviations .......................................................................................7
I- Subscription Terms and Conditions .............................................................................8
1- Basic information for Shares Offered for public subscription ..........................................8
2- Exclusion of Allocations: ............................................................................................9
3- Subscription Right: ....................................................................................................9
4- Schedule of Subscription and Listing............................................................................9
5- Steps, Documents and Procedures Required to Apply for Subscription .......................... 10
II- Basic Information of the Company ........................................................................... 11
1- An overview of Company: ........................................................................................ 11
2- List of Company investments in subsidiaries and others: ............................................. 11
3- Summary of the actual financial statements of the Company, the major notes thereof and
the major financial indices during the last three years (at least two years prior to
conversion): ............................................................................................................... 11
4- Statement of Capital Development: .......................................................................... 11
5- Position of actions and disputes of the current Company and during the last three years:
................................................................................................................................. 12
6- List of the number and gender of employees of the Company and its subsidiaries: ......... 12
7- Significant accounting policies applicable in the Company: .......................................... 12
8- List of loans, credit facilities and debts of the Company and their significant conditions: . 12
9- List of current mortgages and franchises on the Company assets:................................. 13
10- Resolution of Board and General Meeting to Offer Shares for Public Subscription: ....... 13
11- Foundation Committee: ......................................................................................... 13
12- Investment Risks: .................................................................................................. 13
13- Reasons of Offering for Public Subscription: ............................................................. 13
14- Use of Subscription Proceeds:................................................................................. 13
15- Subscription Costs and Issue Expenses: ................................................................ 13
III- Financial Aspects of the Issuing Company ................................................................ 15
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1- Summary of Feasibility Study and Future Work Plan: ............................................... 15
2- Summary of Data and Projected Financial Statements: ................................................ 15
3- Auditor's report on the estimated Financial Statements: ............................................. 15
4- Description of the prospective policy for distributing the Company dividends after
conversion: ................................................................................................................ 15
5- Summary Report of In-kind Shares Evaluation: ........................................................... 15
6- Summary of significant agreements and contracts (before and during conversion): ........ 15
IV- Further Information .............................................................................................. 16
1- Mechanism towards Corporate Governance .............................................................. 16
2- Substantial events and contracts concluded by Company during conversion period
(Incorporation): .......................................................................................................... 16
3- Restrictions on Founders:......................................................................................... 16
4- Proposed Management Structure of Company: .......................................................... 16
5- Responsibilities and Rights of Shareholders: ............................................................... 16
6- Company Articles of Association (AoA) ...................................................................... 17
7- Undertakings of Advisors on the Prospectus............................................................... 17
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Definitions and Abbreviations
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I- Subscription Terms and Conditions
1- Basic information for Shares Offered for public subscription
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Name of issuing Company:
Capital:
Nominal value per Share:
Number and type of the Offered Shares:
Offering price per Share:
Issue expenses per Share:
Ratio of offered Shares to capital:
Total value of offered Shares:
Number and percentage of the Offered Shares and their underwriting:
Stating segments from individuals, institutions and bodies:
Right of eligible segments to subscribe in the Offered Shares:
Minimum subscription:
Minimum amount of subscription:
Maximum subscription
Maximum amount of subscription
Payment method:
Subscription period:
Collecting banks:
Allocation method for different segments of Applicants (as per the Ministerial
Resolution No. (206) of 2010 concerning the allocation of securities to
subscribers and subscription proceeds, entities received subscription
applications shall allocate Shares to Subscribers within (15) days maximum as
of the closing date of Subscription):
Method of refunding excess amounts to Subscribers (as per the Ministerial
Resolution No. (206) of 2010 concerning the allocation of securities to
subscribers and subscription proceeds, entities received subscription
applications shall allocate Shares to Subscribers within (15) days maximum as
of the closing date of Subscription. Excess amounts and their proceeds which
no Shares have been allocated thereto shall be refunded to Subscribers):
Listing and trading of Shares:
Voting rights:
Restrictions or prohibition on Shares:
(In case of any restrictions or prohibition on any part of the Offered Shares, such
prohibition and its period should be disclosed)
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List of names and address of auditors:
List of names and address of Company external advisors (legal, technical,
marketing,… etc):
List of names of investor relations manager:
Risk factors: there are some risks related to investment in this Offer. These
risks are reviewed in the part related to "Risk Factors" in this Prospectus and
shall be carefully considered prior to taking any decision to invest in Shares.
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2- Exclusion of Allocations:
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According to the Ministerial Resolution No. (8) of 2006, the Ministry of
Finance and Industry shall be entitled to subscription with maximum (%5)
five percent of the Offered Shares. The total percentage subscribed by the
Ministry of Finance and Industry will be allocated prior to starting
allocation. As a result, the size of allocation shall be reduced subject to the
resolution of the Foundation Committee.
3- Subscription Right:
Subscription of Company Shares is available to all investors (list of investors
eligible for subscription) taking into consideration the restrictions related to the
percentage of nationals ownership, which should not be less than (%51) fifty-one
percent for UAE nationals and (%49) forty-nine percent for non-nationals.
4- Schedule of Subscription and Listing
The below dates summarize the expected schedule of subscription. Company is
eligible to change any scheduled dates, reduce or extend subscription periods
following to obtaining approval of the competent authorities. Changes shall be
published in daily newspapers, subscription period shall not be less than (10) days
according to the provisions of UAE Commercial Companies Law.
Opening date of Subscription
-/-/—200---
Closing date of Subscription
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Allocation notice and declaration of the percentage of Shares allocation to
Applicants
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Serving notices and refunding excess amounts to Subscribers
-/-/200--
Date, time and place of holding the first founding general assembly of the Company
(to be held within one month from the closing date of Subscription)
- First meeting
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- Second meeting
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- Third meeting
-/-/200-(In case the Offer is undersubscribed and the Offer period is accordingly
extended, date of holding Founding general assembly shall be changed and
published accordingly in two daily newspapers issued in Arabic)
Date of listing Company Shares with the stock market
Within one month from the closing date
of Subscription
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5- Steps, Documents and Procedures Required to Apply for Subscription
This part displays steps and documents required from different segments eligible
to subscribe and how to obtain the Prospectus and the application form.
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II- Basic Information of the Company
1- An overview of Company:
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Name:
Main purposes:
Licensing Resolution:
Head office and branches (P.O. Box / tel.):
Particulars of commercial register and date of business operation:
Term:
Fiscal year:
Brief of Company operating sector and strengths of investing therein:
Overview of Company incorporation, operations, previous activities,
achievements, development, objectives, ownership, relevant financial
aspects and subsidiaries, if any:
Strategy and future vision of the Company regarding growth and
development:
Strengths, competitive advantages and challenges of the Company:
Major banks the Company deals with:
List of Board members:
Name
Capacity
Nationality
A new Board of Directors will be formed for the Company after completion of
the Offer and in light of the new capital structure of Company.
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List of directors:
Name
Capacity
Nationality
2- List of Company investments in subsidiaries and others:
3- Summary of the actual financial statements of the Company, the major notes
thereof and the major financial indices during the last three years (at least two years
prior to conversion):
4- Statement of Capital Development:
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Current Capital Structure of Company prior to Subscription:
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Founders, whose names are stated herein under, subscribed (
) % of the
Company Shares Offered for subscription, equal to (
) Shares with a total
value of AED …….. . The amount of such Shares has been paid out in cash
shares and in-kind shares. In-kind shares has been set out to be AED (
), at a price of AED (
) per Share. Overall in-kind shares and cash
Shares constitute part of Company capital, as set out in Article No. ( ) of the
Memorandum of Association and Article No. ( ) of the Articles of
Association.
The following table shows the Company ownership structure and distribution of
capital to Shareholders prior to the completion of Subscription:
Percentage of
Shares in gross
Capital
Overall
Value of
Issue
expenses
Total
Value of
Shares
Total
Number of
Shares
Type of
Shares
Nationality of
Founder
 Capital structure of Company after Subscription:
Paid-in capital of Company shall amount to AED ( ) after completion of
subscription, distributed to ( ) Shares with a nominal value of AED ( ) per Share.
Founder have subscribed ( ) % of Shares Offered for subscription, equal to (
)
Shares. Company has proposed its plan to the UAE SCA to Offer % ( ) off the total
capital, representing ( ) Shares at a nominal value of AED ( ) per Share, in
addition to issue expenses of each Share.
- Number of Founders' Shares:
- Number of Subscribers' Shares:
- Total:
Shares.
Shares.
Shares.
5- Position of actions and disputes of the current Company and during the last three
years:
According to the certificate issued by the Company legal advisor, the Company
position in actions and disputes is as follows:
6- List of the number and gender of employees of the Company and its subsidiaries:
7- Significant accounting policies applicable in the Company:
8- List of loans, credit facilities and debts of the Company and their significant
conditions:
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Name of
Founder
9- List of current mortgages and franchises on the Company assets:
10- Resolution of Board and General Meeting to Offer Shares for Public Subscription:
11- Foundation Committee:
12- Investment Risks:
The purpose of this clause is to discuss specific risks, precautions and factors that
could negatively affect the Company or Subscribers under its name, whether regular
or irregular risks. Subscribers shall consider such risks, precautions and any further
information stated in the Prospectus.
It is worth mentioning that the following precautions are merely examples and do not
account for all the risks which the Company might encounter in the future.
(a) Risk factors related to the Company and its activities and operations: (shall be
included through making analytic comparisons with similar or competing local and
regional companies).
(b) Risk factors related to the Company sector: (shall contain an overview of the
current status, development and growth of the sector within the last three years and
the future prospects pertaining to such sector).
(c) Risks related to political and legal environment: (shall contain risks associated
with changes of the applicable laws or legislations and changes resulted from political
events).
This clause shall include actions taken by the Company to mitigate irregular risks.
(d) Risks related to Shares ownership: (shall contain risks associated with trading of
Shares in stock market).
13- Reasons of Offering for Public Subscription:
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14- Use of Subscription Proceeds:
 Total sum projected from subscription.
 Main purposes in which subscription proceeds shall be used and the projected
sum for each purpose.
 Schedule and priorities of the use of subscription proceeds.
15- Subscription Costs and Issue Expenses:
Detailed list of all issue-related expenses:
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Sum
Beneficiary
Description
Legal Advisor fees
Lead manager fees
Advertising expenses
Printing expenses
Governmental fees
Overall fees of collecting banks pursuant to the concluded
agreements
Auditor fees
Other expenses (specify)
Total
Issue expenses shall be charged on the total issue expenses amounting to (
).
Excess amounts, if any, shall be carried forward to the public reserve entry and it shall
be disclosed in the Foundation General Assembly of the Company.
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III- Financial Aspects of the Issuing Company
1- Summary of Feasibility Study and Future Work Plan:
Summary of future work plans of the Company, as well as name, address and
experience of the entity that has prepared the study and its relationship with the
Founders and the Company.
2- Summary of Data and Projected Financial Statements:
This summary includes the projected financial statements (estimated income
statements, estimated cash flow statements, estimated financial statements) whether
separately or collectively and auditor's report on them. Basic assumptions upon which
such forecasts and notes were based should be stated out.
3- Auditor's report on the estimated Financial Statements:
4- Description of the prospective policy for distributing the Company dividends after
conversion:
The Company shall adopt a policy for dividends payout that requires distribution of at
least (
) % of the net revenues as cash dividends, without any adverse impact
on the bank financing and capital requirements subject to the Articles of Association
and powers of the Board and the General Meeting. It is worth mentioning that the
retained and projected earnings should be equally distributed among the Founders and
new Shareholders as of the date.
5- Summary Report of In-kind Shares Evaluation:
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List of in-kind shares of the converted Company.
Names of evaluators.
Description of assets values (carrying - current).
Conditions to provide in-kind shares, mortgages and their franchising.
Basis of evaluating such assets.
All rights of in-kind shares.
Number of Shares scheduled to be issued against real asset.
Report of the evaluation expert, date of evaluation report, name of expert and
his previous work experience in the evaluation field.
 Company anticipated benefit of these in-kind shares.
6- Summary of significant agreements and contracts (before and during
conversion):
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IV- Further Information
1- Mechanism towards Corporate Governance
This clause describes the policies and procedures of governance; how the
Company sets out its internal regulations in accordance with the rules of
governance and institutional discipline standards; how Shareholders supervise
board members; how minority rights are protected and stating the acts prohibited
to the Board.
2- Substantial events and contracts concluded by Company during conversion
period (Incorporation):
Detailed statement of transactions, contracts and agreements scheduled to be
concluded in the future, or those currently concluded with relevant parties, nature
of such transactions and their financial value.
3- Restrictions on Founders:
This clause states all the restrictions imposed on Founders either related to trading
of their shares, or related to their ownership which should not exceed a specific
percentage, or those related to management in similar companies.
4- Proposed Management Structure of Company:
This clause describes the following:
 Company management structure.
 Requirements of eligibility, election, exclusion and the proposed names for
the formation of the first management of Company.
 Competences and responsibilities of Board.
 Committees of Board and competences and responsibilities of each with
the names of the audit committee members.
 Statement of the direct and indirect ownership of the Board and the
executive directors in the Company capital.
5- Responsibilities and Rights of Shareholders:
This clause sets out the legal rights of a shareholder, such as, the limitation of
responsibility to pay out the value of the offered shared and that a shareholder shall
not be accountable for the Company debts except for the nominal value of his shares.
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The right to receive dividends set out by the Company general meeting;
The right to have the priority in secondary subscriptions and receiving the
shares thereof upon liquidation;
The right to attend the general meeting and receive a copy of the Company
financial statements;
The right to request invalidation of the general meeting's resolutions and file
actions against the board members.
The right to Board nomination.
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6- Company Articles of Association (AoA)
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This clause includes full text of the Company Articles of Association
7- Undertakings of Advisors on the Prospectus
This clause shows the undertaking of each participant in the Offer.
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Undertaking of the Head of the Foundation Committee.
Undertaking of the financial advisor and lead manager.
Undertaking of the auditor.
Undertaking of the feasibility study arranger.
Undertaking of the in-kind shares evaluator.
Undertaking of the legal advisor.
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Acknowledgments to Prospectus
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Undertaking of the Foundation Committee.
Undertaking of the financial advisor and the lead manager.
Undertaking of the auditor.
Undertaking of the feasibility study arranger.
Undertaking of the in-kind shares evaluator.
Undertaking of the legal advisor.
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Acknowledgment of the Legal Advisor
I, ……, the legal advisor of ………… Company, a public joint stock company under
formation, hereby acknowledge that due diligence and care have been conducted
according to the professional conventions and norms applicable in the state regarding
managing and organizing the issues of securities. Moreover, all the documents and
contracts related to Offering Shares in company capital for public Subscription
submitted by Founders have been perused and reviewed from the legal point of view
and sufficient information and confirmations have been obtained that will enable us to
state our legal view. We accordingly confirm that all documents and contracts
submitted to us are legally sound, and all legal procedures and aspects related to
offering the company shares for public Subscription are in conformity with the
legislations and laws applicable in UAE.
Name:
Signature:
Seal:
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Acknowledgment of the Financial Advisor and Issue Manager
I, ……, the financial advisor and issue manager of the process of Offering Shares of
………… Company, a public joint stock company under formation, hereby
acknowledge that due diligence and care have been conducted according to the
professional conventions and norms applicable in the state regarding managing and
organizing the issues of securities. Moreover, all documents and contracts related to
Offering shares in company capital for public Subscription submitted by Founders
have been perused reviewed and sufficient information and confirmations have been
obtained that would enable us to state our view. We accordingly confirm that all
information and date stated in the Prospectus are grounded and that all documents
submitted to us and all legal procedures related to offering the company shares for
public Subscription are sound and in conformity with legislations and laws applicable
in UAE.
We further undertake that no information or data shall be added or changed till
obtaining approval of the SCA and notifying the public. Moreover, we shall
consistently follow up the process of Subscription; verify that Prospectuses are
available at entities receiving applications; allocate shares to Applicants; refund
excess amounts according to conditions of the Prospectus; handle problems aroused
during the Offer period and provide the SCA with periodic reports regarding
Subscription outcome.
Name:
Signature:
Seal:
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Acknowledgment of the Founders Committee
We, members of Founders Committee of ……………… Company (public joint stock
company under formation), jointly and severally, hereby acknowledge that we shall
be held accountable for the integrity of data and information stated in the Prospectus
and confirm that due diligence has been conducted to confirm that that no other facts
or material information are excluded from the Prospectus, which might have rendered
this Prospectus misleading or might have affected the investment decision of
Applicants.
We, hereby, comply with the rule of issue and disclosure issued by SCA and
undertake to notify SCA of any substantial events or change that might influence the
financial position of the Company as of the date of submitting the application for
Offering Shares for public Subscription and till the date of commencing the Offer. We
further confirm that due diligence has been conducted in concluding agreements that
set out the duties and obligations of the participants in Subscription according to the
best applicable terms at the date of contracting and in conformity with SCA
requirements.
We hereby undertake to report the SCA immediately of any change or amendment in
the information or terms of Subscription and to obtain SCA approval on
advertisements, publications and promotional campaigns that the Company would
desire to conduct to promote and define the Subscription process.
We further undertake to invite for holding the Foundation General Assembly
following the completion of Subscription and to complete the process of recording
and listing of the subscribed shares with the competent bodies within timeline set out
by the SCA.
Signature
Capacity
Name
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Acknowledgment of the Foundation Committee
Board Members / Nominated Executive Directors
We, members of the Foundation Committee and Board members / executive directors
of ……………… Company (public joint stock company under formation), hereby,
jointly and severally acknowledge that:
- We are having the full legal and commercial personality that entitles us to occupy
positions mentioned in this acknowledgment.
- We, or any of our first and/or second grade relatives and their associates and/or
relevant persons, do not own any shares in the company other than those stated in the
Prospectus. We have no direct or indirect interest, under any written or verbal,
existing or potential agreement , during the time of preparing this Prospectus other
than what has been stated therein.
- We have no authorities that may render us capable of obtaining loans from the
Company or voting to rewards to be granted to us except under the approval of the
general meeting.
- The Company management has no intention to make a substantial change to its main
activities, purposes, strategic plans established for it.
- Neither we, nor any of the first and/or second grade relatives and their associates
and/or relevant persons, have received any commission, discount, brokerage fees or
any cash or non-cash consideration pertaining to the company capital prior to the
incorporation date of the company, except for that stated in the Prospectus.
Signature
Capacity
Name
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Acknowledgment of the Auditor
We, ………….., the auditor of ……………… Company (public joint stock company
under formation), hereby acknowledges that all the financial information stated in this
Prospectus is extracted from the audited financial statements of the Company without
any substantial change thereon, and that the financial statements have been prepared
in conformity with the applicable accounting standards and norms and pursuant to the
applicable laws and the Company Articles of Association as regards to the preparation
and publication of the financial statements of companies.
Name
Capacity
Signature
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