Capital Raising in the GCC Muneer Khan Partner Simmons & Simmons Breakfast Seminar DIFC, Dubai, 13 May 2013
© Simmons & Simmons LLP 2011. Simmons & Simmons is an international legal practice carried on by Simmons & Simmons LLP and its affiliated partnerships and other entities.
Agenda Introduction Saudi Arabia UAE Qatar Kuwait Bahrain Oman Q&A
© Simmons & Simmons LLP 2011. Simmons & Simmons is an international legal practice carried on by Simmons & Simmons LLP and its affiliated partnerships and other entities.
2 /
Doc ID: L_LIVE_EMEA1:16874635v2
Introduction
© Simmons & Simmons LLP 2011. Simmons & Simmons is an international legal practice carried on by Simmons & Simmons LLP and its affiliated partnerships and other entities.
Simmons & Simmons Middle East LLP Four offices – Abu Dhabi, Doha, Dubai, Jeddah* Operating in the region for over 30 years Focus on asset management & investment funds Particular focus on regulation of financial services in the GCC
Middle East Law Firm of the Year
Award-winning online Navigator service
Global Investor/ISF Middle East Awards 2012
* In alliance with Hammad & Al-Mehdar
This presentation sets out the general position for open-ended collective investment schemes only. The presentation sets out a high level summary only in relation to the jurisdictions covered. Detailed legal advice should be obtained to ensure that the information set out herein is up-to-date and applicable to any particular circumstances. © Simmons & Simmons LLP 2011. Simmons & Simmons is an international legal practice carried on by Simmons & Simmons LLP and its affiliated partnerships and other entities.
4 /
Doc ID: L_LIVE_EMEA1:16874635v2
The GCC - overview Founded: 25 May 1981 Head Quarters: Riyadh, Saudi Arabia Area: 1,032,093 square miles Estimated Population (2012): 42,100,00
Kuwait Bahrain Qatar
Estimated Nominal GDP (2011): - Total: US$1.386 trillion - Per capita: US$33,005 Increasing regulation
© Simmons & Simmons LLP 2011. Simmons & Simmons is an international legal practice carried on by Simmons & Simmons LLP and its affiliated partnerships and other entities.
5 /
Doc ID: L_LIVE_EMEA1:16874635v2
Saudi Arabia
UAE
Oman
Saudi Arabia
© Simmons & Simmons LLP 2011. Simmons & Simmons is an international legal practice carried on by Simmons & Simmons LLP and its affiliated partnerships and other entities.
Saudi Arabia - overview GDP (nominal) 2013 estimate: - Total: US$666.805 billion - Per capita: US$22,663 Population 2012 estimate: - 26,534,504 Financial services regulators: - Saudi Arabia Monetary Authority (SAMA) - Capital Market Authority (CMA)
© Simmons & Simmons LLP 2011. Simmons & Simmons is an international legal practice carried on by Simmons & Simmons LLP and its affiliated partnerships and other entities.
7 /
Doc ID: L_LIVE_EMEA1:16874635v2
Saudi Arabia
Saudi Arabia - marketing & selling
General prohibition on marketing and sale of funds unless: – fund is registered with the CMA (not currently possible for foreign funds); – an approved private placement being offered through an “Authorised Person”; – offered to “Exempt Persons”; or – offered to SAMA regulated banks or insurance companies for their own account (not express)
Private placement possible, subject to criteria Source: Financial Times, September 2012
© Simmons & Simmons LLP 2011. Simmons & Simmons is an international legal practice carried on by Simmons & Simmons LLP and its affiliated partnerships and other entities.
8 /
Doc ID: L_LIVE_EMEA1:16874635v2
UAE
© Simmons & Simmons LLP 2011. Simmons & Simmons is an international legal practice carried on by Simmons & Simmons LLP and its affiliated partnerships and other entities.
UAE - overview GDP (nominal) 2011 estimate: - Total:
US$360.136 billion
- Per capita:
US$67,008
Population 2012 estimate: - 5,314,317 Financial services regulators: - Central Bank of the UAE - Securities and Commodities Authority - Dubai Financial Services Authority
© Simmons & Simmons LLP 2011. Simmons & Simmons is an international legal practice carried on by Simmons & Simmons LLP and its affiliated partnerships and other entities.
10 / Doc ID: L_LIVE_EMEA1:16874635v2
UAE
UAE - marketing & selling
Distinction between DIFC and rest of the UAE
Licensing requirement for marketing & sale of funds
Qualified investor exemption and for unsolicited requests
Private placement – through representative office or licensed intermediary
Public offer – provided fund is regulated by an “equivalent regulator”
Registration process and timeline - local promoter must submit application to the SCA - estimated timeframe - 2 to 3 weeks
© Simmons & Simmons LLP 2011. Simmons & Simmons is an international legal practice carried on by Simmons & Simmons LLP and its affiliated partnerships and other entities.
11 / Doc ID: L_LIVE_EMEA1:16874635v2
Qatar
© Simmons & Simmons LLP 2011. Simmons & Simmons is an international legal practice carried on by Simmons & Simmons LLP and its affiliated partnerships and other entities.
Qatar - overview GDP (nominal) 2011 estimate: - Total: US$173.847 billion - Per capita: US$98,329 Population 2013 estimate: - 1,903,447 Financial services regulators: - Central Bank of Qatar - Qatar Financial Centre Regulatory Authority
© Simmons & Simmons LLP 2011. Simmons & Simmons is an international legal practice carried on by Simmons & Simmons LLP and its affiliated partnerships and other entities.
13 / Doc ID: L_LIVE_EMEA1:16874635v2
Qatar
Qatar - marketing & selling Marketing and sale of funds may only be conducted by entities licensed in Qatar No distinction between QCB and QFCRA in this regard Private placement under QCB Regime – through locally licensed bank licensed by QCB to market foreign funds Private placement under QFC Regime – through QFC licensed intermediary: - marketed fund is registered, approved or licensed under the law of the jurisdiction in which it is established - marketed fund has a written constitution or prospectus Qatar law does not specifically cover cross-border marketing of funds
© Simmons & Simmons LLP 2011. Simmons & Simmons is an international legal practice carried on by Simmons & Simmons LLP and its affiliated partnerships and other entities.
14 / Doc ID: L_LIVE_EMEA1:16874635v2
Kuwait
© Simmons & Simmons LLP 2011. Simmons & Simmons is an international legal practice carried on by Simmons & Simmons LLP and its affiliated partnerships and other entities.
Kuwait - overview GDP (nominal) 2011 estimate: - Total:
US$185.500 billion
- Per capita:
US$65,826
Population 2012 estimate: -
2,818,042
Financial Services Regulators: - Central Bank of Kuwait - Capital Markets Authority
© Simmons & Simmons LLP 2011. Simmons & Simmons is an international legal practice carried on by Simmons & Simmons LLP and its affiliated partnerships and other entities.
16 / Doc ID: L_LIVE_EMEA1:16874635v2
Kuwait
Kuwait - marketing & selling
Licensing requirement for marketing and sale of funds
Private placement possible through locally licensed intermediary, subject to certain criteria
Public offer: not possible to market a non-Kuwaiti fund on a public offering basis in Kuwait
Registration process, fees and timeline – local agent files relevant documents with CMA – estimated time for registration: 30 - 45 business days
© Simmons & Simmons LLP 2011. Simmons & Simmons is an international legal practice carried on by Simmons & Simmons LLP and its affiliated partnerships and other entities.
17 / Doc ID: L_LIVE_EMEA1:16874635v2
Bahrain
© Simmons & Simmons LLP 2011. Simmons & Simmons is an international legal practice carried on by Simmons & Simmons LLP and its affiliated partnerships and other entities.
Bahrain - overview GDP (nominal) 2011 estimate: - Total:
US$26.108 billion
- Per capita:
US$23,132
Population 2012 Estimate: - 1,248,348 Financial Services Regulators: - Central Bank of Bahrain
© Simmons & Simmons LLP 2011. Simmons & Simmons is an international legal practice carried on by Simmons & Simmons LLP and its affiliated partnerships and other entities.
19 / Doc ID: L_LIVE_EMEA1:16874635v2
Bahrain
Bahrain - marketing & selling
Licensing requirement for marketing and sale of funds
Exemption (not express): only for unsolicited cross-border requests
Distinction made between unregistered funds and registered funds
Registered funds: can be marketed to public by a locally licensed distributor
Unregistered funds: General prohibition on marketing unregistered funds to the public locally
Private placement possible, subject to certain criteria
Registration process and timeline – Application submitted by appointed locally licensed distributor – Estimated time for registration: 3 days
© Simmons & Simmons LLP 2011. Simmons & Simmons is an international legal practice carried on by Simmons & Simmons LLP and its affiliated partnerships and other entities.
20 / Doc ID: L_LIVE_EMEA1:16874635v2
Oman
© Simmons & Simmons LLP 2011. Simmons & Simmons is an international legal practice carried on by Simmons & Simmons LLP and its affiliated partnerships and other entities.
Oman Statistics GDP (nominal) 2011 estimate: - Total:
US$71.888 billion
- Per capita:
US$23,315
Population 2012 Estimate: - 3,090,150 Financial Services Regulators: - Capital Market Authority - Central Bank of Oman
© Simmons & Simmons LLP 2011. Simmons & Simmons is an international legal practice carried on by Simmons & Simmons LLP and its affiliated partnerships and other entities.
22 / Doc ID: L_LIVE_EMEA1:16874635v2
Oman
Oman - marketing & selling
Licensing requirement for marketing and sale of funds
Exemption – marketing funds on a private placement basis from outside Oman to Omani investors is not expressly prohibited or officially regulated
Exemption (not express) – unsolicited requests or cross-border to “qualified investors”
Private placement possible through local licensed intermediary
Public offer – not permissible
Registration process and timeline – application submitted to local regulator by local licensed intermediary – estimated time for registration: within 7-15 days
© Simmons & Simmons LLP 2011. Simmons & Simmons is an international legal practice carried on by Simmons & Simmons LLP and its affiliated partnerships and other entities.
23 / Doc ID: L_LIVE_EMEA1:16874635v2
Thank you
© Simmons & Simmons LLP 2011. Simmons & Simmons is an international legal practice carried on by Simmons & Simmons LLP and its affiliated partnerships and other entities.
