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A PRACTICAL GUIDE TO T H E IPO JOURNEY

A PRACTICAL GUIDE TO

THE IPO JOURNEY

A PRACTICAL GUIDE TO T H E IPO JOURNEY
A PRACTICAL GUIDE TO T H E IPO JOURNEY

ACKNOWLEDGEMENT

NASDAQ Dubai would like to thank the following contributors for sharing their expertise in this guide:

contributors for sharing their expertise in this guide: The NASDAQ Dubai IPO Guide ©2013 NASDAQ Dubai
contributors for sharing their expertise in this guide: The NASDAQ Dubai IPO Guide ©2013 NASDAQ Dubai
contributors for sharing their expertise in this guide: The NASDAQ Dubai IPO Guide ©2013 NASDAQ Dubai

The NASDAQ Dubai IPO Guide ©2013 NASDAQ Dubai Limited

The Official List of Securities is maintained and administered by the Dubai Financial Services Authority (DFSA) and the DFSA is the competent authority which approves prospectuses under the Markets Law 2012. Admission to trading on NASDAQ Dubai can take place only after the DFSA has approved the prospectus for purposes of admission to trading.

Disclaimer The information provided in this document (“Information”) is provided by way of general information and comment only. While reasonable care has been taken in producing this Information, changes in circumstances may occur at any time and may impact on the accuracy of the Information. The Information does not constitute professional advice or provision of any kind of services and should not be relied upon as such. NASDAQ Dubai Limited and/or its affiliates, officers or employees (together “NASDAQ Dubai”) do not give any warranty or representation as to the accuracy, reliability, timeliness or completeness of the Information now or in the future. NASDAQ Dubai shall not be liable for any loss suffered, directly or indirectly by any person acting in reliance upon the Information contained herein.

No part of the Information provided is to be construed as a solicitation to make any financial investment. Information, including forecast financial information and examples should not be considered as a recommendation in relation to holding, purchasing or selling securities or other instruments. The Information does not take into account any investor’s individual investment objectives, financial position and particular investment needs. As such, before making any decision, investors should conduct their own due diligence and consult their financial advisers. The performance of trading securities or instruments is not guaranteed and past performance is not an indication of future performance. Unless otherwise stated, NASDAQ Dubai Limited owns copyright in the Information contained herein. The Information may not otherwise be reproduced and must not be distributed or transmitted to any other person or used in any way without the express approval of NASDAQ Dubai.

TABLE OF CONTENTS

THE NASDAQ DUBAI LANDSCAPE

FOREWORD

6

INTRODUCTION TO NASDAQ DUBAI

7

BENEFITS OF GOING PUBLIC

8

THE NASDAQ DUBAI ADVANTAGE

9

KEY STEPS TO GOING PUBLIC

GROUNDWORK

KEY ADVISERS IN THE IPO PROCESS

12

CHANGE IN COMPANY MINDSET

13

CORPORATE GOVERNANCE

14

PREPARING FOR AN IPO

OVERVIEW

15

THE IPO TIMETABLE

15

REGULATORY FRAMEWORK GOVERNING AN IPO ON NASDAQ DUBAI

16

THE DFSA PROCESS: THE MARKETS RULES

17

REQUIREMENT FOR A PROSPECTUS

18

THE NASDAQ DUBAI PROCESS: ADMISSION TO TRADING

21

IPO DOCUMENT CHECKLIST - LISTING AND ADMISSION TO TRADING

22

ACCOUNTING AND FINANCE REQUIREMENTS

23

INVESTOR COMMUNICATIONS

24

INVESTOR EDUCATION AND MARKETING

25

OFFERINGS INTO THE UNITED STATES - RULE 144A AND REGULATION S

28

PRICING AND ALLOCATION

29

IPO DAY AND BEYOND

LISTING AND ADMISSION TO MARKET

32

THE AFTERMARKET

32

LISTED COMPANY CONTINUING OBLIGATIONS

34

NASDAQ DUBAI PRODUCTS AND SERVICES

39

FURTHER INFORMATION

THE REGIONAL IPO LANDSCAPE

42

FAQs

43

GLOSSARY

45

FURTHER READING

48

CONTACTS

49

THE NASDAQ DUBAI LANDSCAPE

THE NASDAQ DUBAI LANDSCAPE

THE NASDAQ DUBAI LANDSCAPE

Foreword

There are many benefits to be gained from carrying out an initial public offering (IPO). A company that follows this route is able to raise capital, provide an exit for shareholders and increase its public profile. It maintains high quality governance that promotes efficiency and business success. Going public is often a key moment in the transformation of a company into a vastly more significant and formidable enterprise, outstripping its unlisted peers.

Step by step, this guide covers the practical tasks that need to be

step, this guide covers the practical tasks that need to be performed for an IPO on

performed for an IPO on NASDAQ Dubai, including their timelines. From the initial appointment of advisers, through to listing day and beyond, the guide provides detailed information of what must be done, by whom, and when. It also provides valuable advice about the change of mindset that a company often undergoes before it goes public, which is as important in its own way as the nuts and bolts of procedure. A public company is run for the benefit of a wider group of stakeholders than a private one and caters to their needs accordingly.

The UAE has recognised that building a successful and well regulated capital market is vital for the success of both individual businesses and the wider economy. Providing the right environment for companies to go public is an important part of this project and NASDAQ Dubai has worked with UAE public bodies and private market participants to achieve it. By offering shares in your company to the public you will have the opportunity to strengthen not only your own business. You will also be playing a part in the growth of the region as a financial centre of international reach and standing, with all the economic vitality and growth in job opportunities for its people that such a status confers.

Thousands of companies worldwide, and more than 100 in the UAE, have successfully carried out an IPO and many more will do so. Including, perhaps, your company.

Our thanks go to the expert professional advisers who helped us to compile this guide. Like them, we at the exchange are available to answer the questions you may have about how to take your company public. We look forward to welcoming you to NASDAQ Dubai, the international capital market that serves the Middle East and investors around the world.

Acting Chief Executive Officer

Hamed Ali

THE NASDAQ DUBAI LANDSCAPE

Introduction to NASDAQ Dubai

NASDAQ Dubai is the international stock exchange between Western Europe and East Asia. Its unique market enables companies to list in the Middle East under an international brand name, with easy access for both regional and international investors. No other stock exchange in the world provides such comprehensive links both inside and outside the region.

The standards of NASDAQ Dubai are comparable to those of leading international exchanges in New York, London and Hong Kong. Its regulator, the Dubai Financial Services Authority (DFSA), is modelled on international regulators elsewhere in the world, providing best practice oversight of NASDAQ Dubai and its listed companies.

The exchange’s location in the Dubai International Financial Centre (DIFC) free zone places it at the heart of Dubai’s expanding capital market infrastructure, as does its ownership structure. Two thirds of the shares in NASDAQ Dubai are owned by Dubai Financial Market (DFM) and one third by Borse Dubai. NASDAQ OMX, one of the largest and most successful exchange groups in the world, is a shareholder of DFM.

Vision

The International Capital Market. From the Middle East. For the Middle East.

Mission

The exchange of choice for creating wealth and managing risk through a diverse range of tradable products and international clearing standards.

Values

Integrity I Creativity l Adaptive Leadership

Among the companies listed on the exchange is DP World, which carried out the Middle East’s largest initial public offering (IPO) in 2007 raising USD4.96 billion. NASDAQ Dubai has the widest product range of any exchange in the region; as well as being a leading exchange for Sukuk listings, it is the only exchange in the UAE that trades equity derivatives. NASDAQ Dubai intends to expand these and other sectors, as well as its equity market, as it pursues its strategy of creating new opportunities that are tailored for issuers and investors in its region.

In 2010, NASDAQ Dubai moved all its equities trading on to DFM’s trading platform. This has enhanced access for DFM’s more than 500,000 individual investors to NASDAQ Dubai, bringing them together in one deep liquidity pool with NASDAQ Dubai’s institutional investors.

In 2011, the exchange transferred the Listing Authority from its own control to that of the Dubai Financial Services Authority (DFSA). As well as being in line with best international practice, this development has streamlined the listing process. It is now easier for issuers to list their companies on the exchange in a timely manner.

In 2012, the DFSA reduced the minimum market capitalisation requirement for companies to list to USD10 million, from USD50 million previously. This change has opened the door to listings by small and medium-sized enterprises, including family owned businesses.

medium-sized enterprises, including family owned businesses. September Launch of   November First exchange
medium-sized enterprises, including family owned businesses. September Launch of   November First exchange
medium-sized enterprises, including family owned businesses. September Launch of   November First exchange

September

Launch of

 

November

First exchange in the Middle East to launch Equity Derivatives

 

July

First step towards a single regional liquidity pool: Exchange Consolidation using DFM platform

 

January

Enhancements to the Clearing & Settlement Model

Exchange

2005

2007

2008

2009

2010

2011

2012

 

November

Listed DPW, the largest IPO in the Middle East

   

November

Exchange’s equity derivatives market wins Futures & Options World (FOW) innovation award

 

October

Transfer

Rebranded

as NASDAQ

Dubai

of Listing

Authority to

DFSA

innovation award   October Transfer Rebranded as NASDAQ Dubai of Listing Authority to DFSA 7

Benefits of going public

A successful company can follow a number of financing paths towards growth and development. As it maps out its strategy, it should be aware of the many benefits of an IPO:

Access to capital

New shareholders provide finance to expand and prosper, without creating debt.

Capital raised can be used to finance acquisitions.

Once listed, a company can issue more shares to raise further capital and expand its shareholder base, as well as enjoy a wider range of other financing options.

A listing provides an objective valuation of your business.

Higher profile

As a listed company, your performance will be highly visible to the public and may be reported extensively by the media.

Listed status will strengthen your credibility with business partners, customers and employees.

Research analysts at investment banks might include your company in their coverage, increasing investor awareness of its activities.

Robust structure

A listed company is structured to have an effective Board of Directors, good corporate governance and sound financial procedures.

The public disclosures that are made by a listed company enhance its transparency, increasing public trust.

Together, these attributes enhance a company’s long-term prospects.

Employee performance

Stock option schemes can be offered to staff, promoting higher performance and helping attract and retain talented employees.

Executives in particular can be paid through a mix of salary and share options, in line with common international practice.

Exit strategy

A listing gives owners a long-term strategy to sell the whole company if they wish.

It is easier to sell publicly traded stocks at their true value than private holdings.

Preparedness

Not every company is suitable for an IPO, or wishes to undertake one. Owners must be prepared for:

Changes to the manner in which the company is run, both strategically and day-to-day.

Public disclosure of accounts.

Ongoing public disclosures about the company’s activities.

Questioning from shareholders and the media.

The NASDAQ Dubai advantage

NASDAQ Dubai’s unique market offers many benefits.

Flexibility

Flexibility

Maintain control of your company by selling as little as 25% of its shares when you list or more if you prefer. Certain other exchanges require a sale of more than 50%.

List without any foreign ownership restrictions imposed by the exchange (though UAE law restricting foreign ownership applies in some circumstances).

Choose between a bookbuilding process, which enables you to sell shares at their market value when you IPO, or a fixed price.

Sell some of your own shares in the IPO, as well as issue new shares. Certain other exchanges do not permit owners to sell their own shares in an IPO.

Global and regional branding

Global and regional branding

Leverage the ‘NASDAQ’ brand to support your international status.

Increase your exposure by ringing the NASDAQ opening or closing Bell in New York and advertise on NASDAQ’s dramatic video tower in Times Square.

Publicise your brand and trading symbol on NASDAQ Dubai’s and DFM’s trading platform and websites.

Investor access

Investor access

Link to investors in the region and across the world through nearly all the largest UAE brokers and largest global investment banks.

Large companies may be eligible to join the FTSE NASDAQ Dubai UAE 20 index, which is designed to attract international as well as regional investors.

Participate in investor conferences organised by the exchange and leading investment banks and other advisers.

Liquidity

Liquidity

Two Exchanges, One Market

NASDAQ Dubai shares are traded on the DFM platform, placing them in a pool of more than 70 companies listed on the two exchanges.

The platform links more than 500,000 registered DFM individual investors in the region with NASDAQ Dubai’s institutional investors around the world, providing deep liquidity.

The traded value of DP World, NASDAQ Dubai’s largest company, was the 4th highest of all companies listed on the two exchanges in 2011.

Unlike many other exchanges in the region, NASDAQ Dubai enables its listed companies to appoint brokers as market makers, which facilitate liquidity by maintaining both buy and sell orders simultaneously.

Regulation and Law

Regulation and Law

NASDAQ Dubai is regulated to international standards by the DFSA, the regulator in the DIFC free zone.

The company and commercial laws that govern the DIFC, and therefore NASDAQ Dubai, are based on principles of English common law and tailored to the needs of the region.

DIFC, and therefore NASDAQ Dubai, are based on principles of English common law and tailored to
KEY STEPS TO GOING PUBLIC

KEY STEPS TO GOING PUBLIC

KEY STEPS TO GOING PUBLIC

Groundwork

Key advisers in the IPO process

In order to carry out an IPO, a company should appoint a variety of external advisers. These possess the expert knowledge required to ensure that the flotation is a success. They perform different but interdependent roles and will have to work successfully together, as well as with the company. It is important to achieve the right ‘chemistry’ among the advisers that are selected.

Companies benefit from appointing advisers as early as is practicable on their journey towards an IPO, in order to ensure that all goes smoothly.

The diagram below provides a summary of key advisers and their responsibilities.

Legal advisers are responsible for all legal and regulatory

Investment banks are the guides of the overall IPO process. Amongst other things, they help market the company to investors,

requirements of the IPO process. They verify, amongst other things, the prospectus and assist with legal

due diligence.

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with the exchange

and the regulator.

Public relations agencies position the company in terms of perception. Amongst other things, they plan media relations and marketing to retail investors.

Reporting

accountants support the investment bank and the company in fulfilling its regulatory obligations by providing both with financial due diligence support.

In the run up to the IPO, a company should consider appointing one of its senior team to manage the IPO process and be the principal day to day coordinator of the advisery group. This will help streamline

activities and decision making as well as reduce the day to day impact on the CEO and CFO. This appointee is typically Head of Strategy or the Investor Relations Officer (IRO).

Change in company mindset

When facing changes in life, we prepare and plan for them. This helps us to manage any process in an efficient manner and address challenges ahead, which leads to a high level of success. Companies are no different. They need to prepare for changes just as individuals do and one of the most significant adjustments in a company’s life occurs when it lists on a stock exchange through an IPO – also known as going public.

Making a success of being a listed company is not merely about compliance with listing rules or welcoming a new and broader investor base. It is also about a fundamental change in corporate mindset, which impacts the approach and behaviour of the Board of Directors and senior management. The interests of the new stakeholders need to be understood and taken into account. It is vital to recognise the need for this adjustment and manage the way in which it is implemented well ahead of listing.

Areas of the business that typically need to change or be enhanced prior to a listing include:

Corporate governance: Many private businesses are managed by the founder, or relatives and friends, and decisions are sometimes made with little consultation or formal approval process. When going public, listing rules require strong governance structures to be implemented with specific emphasis placed on the responsibilities and decision-making powers of the Board, together with its membership and protocols.

Transparency: Information that was previously shared only with a small stakeholder base as a private company needs to be made available to a much wider base when a company is public. Understanding what information needs to be disclosed, and when, is a fundamental element of transitioning from being a private to public company.

Financial reporting and controls: Management should assess the company’s ability to comply with ongoing obligations such as publishing annual financial statements or interim financial information within exchange reporting timeframes. In addition, management will need to assess adequacy of internal financial processes and controls as a public company.

Management team: Investors will keenly assess the management team and their credentials for taking the business they invest in to the next level. Accordingly, it is important as part of the listing preparation that the Board critically assesses company management and determines if changes or enhancements need to be made and where.

KEY STEPS TO GOING PUBLIC

Transparent legal structure: The current group structure should be reviewed to optimise reporting lines, make use of beneficial tax jurisdictions and streamline legal structures. This generally allows management to better explain the company’s equity story.

Certain myths around going public, commonly held by founders and other stakeholders of companies, need to be dispelled. These include:

The owners will lose control of the company: The minimum free float requirement on NASDAQ Dubai of normally just 25% of the shares allows the owners of the company to retain control after listing. Many other exchanges in the Gulf Cooperation Council (GCC) countries, by contrast, require a company to offer more than 50% of its shares.

Any company can be made ready for IPO very quickly:

The IPO process, though straightforward, can be lengthy. Some companies believe they are ready to go public before they truly are. It is therefore important to spend sufficient time planning the IPO, readying the business for the changes that need to be made to be a public company and then implementing those changes ahead of the IPO.

The IPO process is unduly complicated: The IPO process is well within the capacity of the owners and managers of any successful business. With adequate preparation, and access to high quality external advisers, the route to a listing is far from a daunting one. It can be viewed as a series of steps, each of which is readily achievable.

Going public is unduly expensive: An IPO can bring down the cost of capital in the long-term, compared to other ways of raising finance. This can make going public highly cost effective, even after fees are taken into account.

An IPO is suitable only for large companies: A company can carry out an IPO on NASDAQ Dubai with a market capitalisation of as little as USD10 million. This opens the door to many family and other businesses of small to medium size. The key consideration is the quality of the company, rather than how large it is.

Owners may not sell their own shares in an IPO: While this is true on many exchanges in the region, an IPO on NASDAQ Dubai does allow existing shareholders to sell their own shares to raise capital for themselves.

Corporate governance

The corporate governance requirements for a company listed on NASDAQ Dubai are similar to those applicable in the UK under the Combined Code on Corporate Governance. The Markets Law DIFC No. 1 of 2012, which is administered by the DFSA, imposes an overarching governance principle, requiring a company to have in place a corporate governance framework which is adequate to promote prudent and sound management in the long-term interests of the company and its shareholders. Good corporate governance is much more than a checklist exercise; it reflects a company’s ethics. It can also bring practical benefits by improving efficiency and procedures, leading to higher valuation of the company’s shares.

The overarching principle imposed by the Markets Law is supported by seven subsidiary governance principles which have the force of binding Markets Rules. However the best practice standards issued under these principles are designed to provide flexibility so that a company may achieve the outcome intended by the principles whilst taking into account the nature, scale and complexity of its business – a “comply or explain” approach:

Board of Directors: Every listed company must have an effective Board which is collectively accountable for ensuring sound and prudent management.

Division of responsibilities: A separation must be maintained between the functions of setting a company’s strategic aims and oversight on the one hand, and day-to-day management of the business on the other.

Board composition and resources: The Board and its committees must have the appropriate balance of skills, experience, independence and knowledge of the company’s business, as well as adequate resources, including access to expertise as required and timely and comprehensive information relating to the affairs of the company.

Risk management and internal control systems:

The Board must ensure that the company has an effective and well defined risk management, internal control and compliance framework.

Shareholder rights and effective dialogue: This principle refers to the safeguarding of shareholder rights and protection of minority shareholders from abuse or oppression.

Position and prospects: The Board must ensure that the company’s financial and other reports present an accurate, balanced and understandable assessment of the company’s financial position and prospects by ensuring that effective internal risk control and reporting requirements are in place.

Remuneration: The Board must ensure that the company has remuneration structures and strategies that are well aligned with its long-term interests.

The Markets Rules contain other corporate governance provisions, including the duty of Directors to act in good faith and on an informed basis and to exercise due diligence in discharging their functions.

The Markets Rules employ three separate definitions – ’Restricted Persons’, ‘Related Parties’, and ‘Connected Persons’, with

corresponding provisions restricting transactions between them and

a listed company and its shares. There is some overlap between these definitions.

For Restricted Persons, the Markets Rules include a concept of a ‘close period’ during which dealings in the company’s shares are prohibited. This is to ensure that dealings do not take place when Restricted Persons are likely to have access to important information about the company that is not known publicly. Under the Markets Rules, the close period for a listed company runs from the end of a period for which a financial report must be issued (the minimum on NASDAQ Dubai is every six months) to the time of the announcement or publication of the report. Restricted Persons include senior managers and Directors.

Related Parties are persons who are likely to be able to obtain more advantageous terms for dealing in shares than those available to the public. Connected Persons include anyone who owns securities carrying more than 5% of the voting rights of a listed company, or of an entity that controls the company.

A company is also required to adhere, after listing, to the corporate

governance principles set out in Chapter 3 of the Markets Rules and the best practice standards contained in Appendix 4 to the Markets Rules.

Preparing for an IPO

Overview

An endurance event, not a sprint

Once a company has laid the groundwork for an IPO as detailed above, it is ready to undertake the technical procedures that are necessary to achieve a listing. These procedures can take several months of careful execution by a dedicated team of senior company managers, working hand-in-glove with a well integrated team of external advisers – bankers, lawyers, accountants, PR consultants and others. A major time commitment on the part of company management is required, with key individuals being involved in the

KEY STEPS TO GOING PUBLIC

day-to-day progression of the IPO. Some diversion of management time away from running the business and into drafting and strategy meetings with bankers and lawyers is inevitable, and a successful issuer will put in place a plan to ensure that both the operational requirements of the company and the demands of the IPO process are given appropriate management focus. An IPO can only be described as an endurance event and not a sprint.

The IPO timetable

The IPO timetable

The timetable varies from offer to offer. See below for indicative timings:

Month Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Weeks Weeks
Month
Month 1
Month 2
Month 3
Month 4
Month 5
Month 6
Weeks
Weeks
Weeks
Weeks
Weeks
Weeks
Week number
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
Prospectus filed
with the DFSA
DFSA review process
Publish preliminary prospectus
Auditors’
comfort letters
Publication of prospectus
Analyst briefings
Preparation of
research reports
Intention to
Float announcement
Publication of research reports
Investor education
Determine price range
Roadshow
Bookbuilding process
Pricing and allocation
Settlement
and trading
Stabilisation period
Execution
IPO Preparation
Due
diligence
/ equity
Closing
story
development

Source: HSBC

Regulatory framework governing an IPO on NASDAQ Dubai

One of the first decisions that needs to be taken in any IPO process is where to list. The choice of listing venue is critical not only for marketing purposes but also because it will determine the rules and procedures to which the issuer will be subject – both for the content of the IPO offer document, usually called a prospectus, and the ongoing requirements that will apply after listing. It will also determine the identity of the regulator or regulators with which the company and its advisers will be dealing over the course of the IPO process.

An IPO on NASDAQ Dubai therefore requires two successful

applications:

To the DFSA for admission of the company’s securities to the Official List of Securities; and

To NASDAQ Dubai for admission of the company’s securities to trading on the exchange.

The regulatory architecture of the DIFC, where NASDAQ Dubai is located, is tailor made to enable potential issuers on the exchange to meet the challenges of undertaking their IPO and conducting themselves as publicly listed companies thereafter. It is designed as a

world class legal and regulatory system, offering appropriate regulation and investor protection in a pro-business jurisdiction set within

a tax-free environment with all the benefits of its location in Dubai.

A company undertaking an IPO on NASDAQ Dubai must satisfy the

requirements of both the DFSA, which is the financial regulator in the DIFC, and the requirements of NASDAQ Dubai itself.

DFSA

DFSA The regulator is responsible for maintaining the Official List of Securities in accordance with the

The regulator is responsible for maintaining the Official List of Securities in accordance with the Markets Law.

NASDAQ Dubai

NASDAQ Dubai The exchange is responsible for the admission of securities to trading in accordance with

The exchange is responsible for the admission of securities to trading in accordance with its Admission and Disclosure Standards (ADS).

This split in function between the Listing Authority and the exchange mirrors the position in other leading financial centres, most notably in London. It is designed to reduce the risk of a conflict of interest arising between two potentially competing aims – the exchange’s desire to attract the widest possible range of issuers to list on its market, on the one hand, and the Listing Authority’s responsibility to ensure an appropriately well-regulated marketplace, on the other.

A company preparing to IPO on NASDAQ Dubai will therefore establish

a dialogue with both the DFSA and NASDAQ Dubai concurrently. One

key step is an application to the DFSA for approval of the company’s prospectus, which sets out the company background, risk factors, and terms of the offer of shares to the public. This application must be successful if the application to the DFSA for admission to the Official List is also to succeed. Along with the application to NASDAQ Dubai for admission to trading, these applications are typically made 28 working days before the day on which the company’s shares eventually list. This is also the day on which the company’s shares start to trade on the exchange.

IPO timeline for legal documentation

IPO timeline for legal documentation

Number

of days

before

listing

Conditional

Issuer appoints Submission of draft prospectus to DFSA and NASDAQ Dubai Application to DFSA for
Issuer appoints
Submission of draft prospectus
to DFSA and NASDAQ Dubai
Application to DFSA
for prospectus approval
Prospectus
Final Listing
listing
Admission to
advisers
approval by
Application
approval
Official List
DFSA
to DFSA
by DFSA
28
8
7
5
Listing Day
Draft Prospectus vetting
Initial meeting with
DFSA and NASDAQ Dubai
Initial Trading Application
to NASDAQ Dubai
Final
Approval
Admission
Trading
for Admission
to Trading
Application
to Trading
to NASDAQ
by NASDAQ
Dubai
Dubai

KEY STEPS TO GOING PUBLIC

The DFSA Process: The Markets Rules

Introduction to the legal and regulatory architecture of the DIFC

IPOs on NASDAQ Dubai are principally governed by the DIFC’s Markets Law and by the Markets Rules, published by the DFSA in exercise of its authority under the Markets Law. The Markets Law 2012 and the Market Rules came into force in 2012 after a public consultation process. They are intended to be user-friendly and intuitive, and represent the DFSA’s aim of bringing the DIFC’s markets law regime more closely into line with EU norms. The Markets Rules will be familiar to those accustomed to the Listing Rules, Prospectus Rules and Disclosure and Transparency Rules published by the Financial Services Authority

in the United Kingdom. The Markets Rules are principle-based,

with extensive guidance notes.

Eligibility requirements for listing

A company must meet a number of DFSA eligibility requirements

under Chapter 9 of the Markets Rules, set out in the chart below. They include a requirement that the company must have a market

capitalisation of at least USD10 million and that it must normally list

at least 25% of its shares.

The Company’s Shares

Minimum market capitalisation of USD10 million.

25% “free float” requirement post-listing.

Shares must be freely transferable.

Shares must be fully paid and free from any liens or restrictions on transfer.

Shares duly authorised and validly issued under laws of jurisdiction where issuer is incorporated.

Management

Management must have appropriate experience and business expertise for a listed company.

Adequate systems in place to eliminate or manage material conflicts of interest.

Adequate systems in place to enable business to be run independently of controlling shareholders.

Incorporation

Duly incorporated in home jurisdiction.

Validly existing.

Compliance with own constitutional documents.

DFSA Eligibility Requirements for Admission to the Official List
DFSA Eligibility
Requirements for Admission
to the Official List

General Suitability

DFSA has broad powers to determine suitability for listing.

Ability to comply with ongoing requirements.

Integrity issues and reputational considerations for the DIFC.

Financials

Typically requires 3 years of audited financial statements.

Prepared in accordance with IFRS and audited in accordance with IAASB.

Consolidated to cover all subsidiaries of the issuer.

DFSA has power to waive or modify these requirements.

Waivers and modifications most typically seen where there has been a restructuring or where issuer is less than 3 years old.

Working Capital

DFSA must be satisfied issuer has sufficient working capital for its present requirements or, if not, as to how it proposes to provide additional working capital needed.

Working capital report required.

Source: Latham & Watkins

Requirement for a prospectus

As is the case in any comparable jurisdiction, an IPO in the DIFC requires the publication by the company of a formal offering document – known in the DIFC as a prospectus. A prospectus serves a number of important purposes. In particular:

It contains the contractual offer by the issuer of securities for sale or subscription by investors.

It contains important information about the issuer and the risks associated with investing in its securities, with the aim of providing investors with an informed basis on which to decide whether or not they wish to invest.

By ensuring full disclosure of the risks associated with investing in its securities, a company gives potential investors the opportunity to factor in such risks when evaluating what price they are willing to pay for the shares.

A prospectus is a company’s key marketing tool in an IPO. Overall, it should contain sufficient accurate information about all the aspects of a company’s business to attract investors to subscribe to the shares.

Approval of a prospectus

The publication of a prospectus requires the prior approval of the DFSA. The DFSA will approve a prospectus only if it is satisfied that among other things the document complies with the content requirements set out in the Markets Rules.

Given the amount of information required to be contained in a prospectus,

and the length of time it usually takes to finalise it, frequent dialogue with the DFSA about its content is advisable. Unlike in some other jurisdictions (such as the United States), the DFSA adopts the approach taken in the UK whereby it encourages a company to share with it interim drafts of the prospectus on a confidential basis. A designated case officer

in the DFSA will be its central point of contact there throughout the

approval process. The DFSA and the company (and the company’s

legal and financial advisers) will remain in close contact throughout the prospectus drafting process, with the deal team submitting, and the DFSA providing its comments on, a number of interim drafts. As

a result, when the final version of the prospectus is submitted for the

DFSA’s final approval at the end of the process (shortly before launch of the IPO), the DFSA will be very familiar with the document. This reduces the time it will then take to grant final approval.

The Markets Rules also set out the formalities – such as fees and application forms – that are to be followed.

The DFSA is responsive and keen to work with issuers and their advisery teams in order to meet the issuer’s realistic timetable expectations. Whilst not bound by rigid response times, the DFSA has indicated that

it will generally review a sufficiently advanced first draft of a prospectus

within about 10 business days of receiving it, with further drafts hopefully being reviewed by the DFSA within five business days. Assuming the comment phase is relatively straightforward, subsequent drafts can be reviewed and commented on by the DFSA on an incrementally shorter basis as the document becomes increasingly finalised ahead of final approval of the final version.

shorter basis as the document becomes increasingly finalised ahead of final approval of the final version.

Contents of a prospectus

Appendix 1 of the Markets Rules sets out the contents requirements for a prospectus. It must be in the English language and must contain a description of the company’s business, information about

KEY STEPS TO GOING PUBLIC

its owners, Directors and senior management. It must also explain the company’s reasons for carrying out an IPO and contain further information set out in the table below:

DFSA Prospectus contents requirements

DFSA Prospectus contents requirements

Financials (typically

three years audited)

Working capital statement

Management discussion and analysis of financial information

Description of business

Strengths and strategies

Industry overview

Overview of markets in which issuer operates

Information about the issuer’s current shareholders, Board and senior management

English language

Clear and comprehensible

Summary section

DFSA

Prospectus

Contents

Requirements

Regulatory disclaimer

Selling restrictions

Disclaimers for the DIFC in the form required by the Rules

"Risk Factors" section

describing risks

associated with:

The issuer

Its business

Industry sector

Country risks

Risks relating to shares and the offer

General terms of the offer:

Reasons for offer

Intended use of proceeds

Dividend policy

It is an iterative process

The DFSA may require other specific disclosures before it will approve the prospectus

Source: Latham & Watkins

The Markets Rules also contain general principles requiring that a prospectus be drafted and laid out in a manner that is comprehensible and easy to analyse, and contain regulatory statements regarding responsibility for, and liability arising in connection with, the prospectus. Significant local and international precedent exists for the form and content of a prospectus, and legal advisers in the DIFC are familiar with the expectations of the regulator and investors in this regard. The DFSA provides formal contents checklists for a prospectus which should accompany each submission of the prospectus to the DFSA and the prospectus itself must be annotated in the margin to show cross- references to the particular content requirement in the Markets Rules.

Since a prospectus is a public document that will generally be distributed

in both hard copy and electronic format, care must be taken not to inadvertently distribute the document in, or make an unintentional offering of securities to investors in, a jurisdiction where the document does not meet local legal and regulatory requirements. Several major jurisdictions (such as Australia, Canada, Hong Kong, Japan, Singapore, Switzerland, the United States and the United Kingdom and other member states of the European Economic Area) as well as a number of regional jurisdictions (such as Kuwait and Saudi Arabia) have restrictions in place regarding unauthorised securities offerings. In order to minimise the risk of inadvertently violating such a restriction and potentially exposing the company to penalties, it is customary for lawyers to include appropriate disclaimers in the prospectus and provide advice on practical steps that can be taken.

Validity of a prospectus

The Markets Rules provide that a prospectus is generally valid for 12 months from the date on which it is approved by the DFSA.

Securities must not be offered for sale or subscription if a prospectus

is no longer valid.

Responsibility for a prospectus

As well as being a marketing document used to sell the IPO to investors, a prospectus is a legal document. The general position

under the Markets Rules is that the issuer and each of its Directors

is responsible for the entire contents of a prospectus (together with

any other person who has consented to be, and is, named in the prospectus as taking such responsibility). As a result, not only is the

company potentially liable in the event that an investor suffers loss as

a result of a misleading statement contained in, or an omission from,

the prospectus, but each Director may be personally liable as well. The prospectus is the principal legal document upon which investors are entitled to rely, and which they are directed to use to reach an informed decision as to whether to invest in the IPO. Because of the legal liability and reputational credibility attached to a prospectus, a number of formal elements are typically built into any IPO process so as to (i) focus the attention of Directors on the prospectus and ensure that they read it and expressly authorise its publication; and (ii) minimise the possibility of errors or misleading statements in, or material omissions from, the prospectus. These steps include:

Having each Director sign a formal responsibility statement confirming he has read the prospectus, understands that he is personally liable for its contents and accepts such liability and authorises its publication.

Performing extensive due diligence to ensure that there are no impediments to the IPO proceeding and that all material facts relating to the company are flushed out and adequately disclosed in the prospectus. Legal due diligence includes an assessment of the company’s constitutional documents, major contracts, joint ventures, litigation and other matters that might affect the offering. Financial due diligence includes examining the company’s accounts. Due diligence should begin as early as possible with the help of the company’s advisers, with a view to resolving matters that might affect the IPO or disclosing them in the prospectus.

Conducting a thorough verification process, involving the legal and financial advisers and the accountants working with the company to ensure relevant sections of the prospectus are accurate.

Organising a ‘bring-down’ conference call with the company’s Board of Directors and external advisers including legal counsel, usually the night before launching the IPO and sometimes again the night before the listing. The aim of this call is to confirm that, since the date on which the prospectus was finalised (and printed), nothing has happened or come to light that causes the prospectus to be inaccurate, misleading or lacking in any material respect, or which materially affects the offer.

Sponsors and Compliance Advisers

There is no requirement in the Markets Law or the Markets Rules for

a company to appoint a sponsor (often an investment bank or other

advisery firm) for an IPO on NASDAQ Dubai although, under Chapter 7

of the Markets Rules, the DFSA may, in its discretion, require a sponsor

to be appointed by a company on a case by case basis. The DFSA has given guidance that it may require a sponsor to be appointed in circumstances where a company does not have a proven track record.

If appointed, a sponsor has various duties set out in the Markets Rules,

principally to make a declaration to the DFSA that it has satisfied itself that the company has complied with the Markets Law and the Markets Rules.

The DFSA may also require, in certain circumstances, a company to appoint a compliance adviser after listing in order to assist the company with complying with its continuing obligations under the Markets Rules, as well as under the Admission and Disclosure Standards (ADS).

Foreign ownership

The DFSA imposes no restrictions on foreign ownership of listed companies, and there are no foreign ownership restrictions under DIFC law for holding companies incorporated in the DIFC. Companies

incorporated in other free zones in the UAE are also not subject to foreign ownership restrictions. However, companies based elsewhere in the UAE may be subject to foreign ownership limits under UAE law, whereby no more than 49% of a company may be owned by foreign nationals. In practice, this may mean that a listed DIFC holding company which owns

a UAE company that is not incorporated in a free zone may itself need to be 51% UAE-owned, to satisfy UAE company law requirements.

The NASDAQ Dubai Process: Admission to Trading

A two-stage process applies to a company that wishes to IPO on NASDAQ Dubai. As well as obtaining admission of its securities to the DFSA’s Official List, the company must also ensure that its securities are accepted for admission to trading by NASDAQ Dubai under the exchange’s Admission and Disclosure Standards (ADS). To achieve this, a company must fulfill the following criteria:

Obtain admission of its securities to the DFSA’s Official List.

Comply with the appropriate requirements of any other relevant regulator and any other stock exchange or trading platform on which the company has securities admitted to trading.

Admit all the securities of the class that is to be issued.

Provide holders of the securities with secure methods of recording ownership and registering changes in ownership.

Enter into undertakings and abide by conditions as may be required by NASDAQ Dubai.

Admission process

Applicants are encouraged to approach NASDAQ Dubai along with their advisers as early as possible. NASDAQ Dubai will provide a high level overview of the requirements for admission to trading at this

KEY STEPS TO GOING PUBLIC

NASDAQ Dubai must also be satisfied that conditions exist for sufficient supply and demand for the securities to facilitate a reliable price formation process. In order to meet these conditions a company must demonstrate to the exchange that:

It will have a sufficient minimum number of bona fide shareholders, each holding securities of the company with a value of at least USD2,000; or

Bids and offers will be made available through the appointment of one or more market makers, by agreement between NASDAQ Dubai, the market maker and the company. A market maker is a broker that continuously provides both bid and offer orders in a stock.

As guidance, NASDAQ Dubai considers that 250 is a sufficient minimum number of bona fide shareholders and can permit a lower number at its discretion.

stage. A copy of the company’s draft prospectus should be given to NASDAQ Dubai at the same time it is submitted to the DFSA. NASDAQ Dubai may make comments on the prospectus.

Admission process

Admission process

Initial Meetings

Initial application

Initial Application

The initial application for admission to trading should be submitted to NASDAQ Dubai before or at the latest at the same time that an application is made to the DFSA for prospectus approval. The initial application for admission to trading must relate only to securities which are proposed to be admitted to trading and to all securities of that Class proposed to be issued. The initial application must include:

A draft of the trading application form including all available information;

A near final draft of the prospectus;

Certified copies of all company Board Resolutions (or other appropriately authorised governance body) related to the authorising of raising capital and creation of securities.

NASDAQ Dubai will review the submission to ensure compliance with the ADS. Any comments will be communicated to the company or its advisers.

Final application

Once the DFSA approves the prospectus, the final application for admission to trading should be submitted to NASDAQ Dubai along with the application fee. The application should consist of:

A duly completed trading application form signed by the authorised parties;

Final Application

Admission

A copy of the final prospectus, approved by the DFSA;

A copy of any waiver of the DFSA Markets Rules issued by the DFSA;

Final versions of any other document requested by NASDAQ Dubai.

Admission

Upon receiving the final application, NASDAQ Dubai will review all documents and make a recommendation to the NASDAQ Dubai Admission Panel. The Admission Panel will review the application and reach a decision regarding admission to trading. The Admission Panel will consider the following points when reviewing an application:

Company’s compliance with the eligibility criteria in the ADS;

Transferability of the securities;

Liquidity of the securities;

Suitability of the company and its securities and any possible adverse impact on the reputation of NASDAQ Dubai.

Once the application has been approved, a date for listing and admission to trading (which take place simultaneously) is set, in consultation with the company and the DFSA. Trading begins when NASDAQ Dubai’s market opens on that day.

IPO document checklist - listing and admission to trading

Documents required by the DFSA include:

Documents

DFSA

DFSA listing application form (MKT2 Form)

3

DFSA approved prospectus

3

Three years audited financial statements (in accordance with IFRS)

3

Certificate of incorporation

3

Board (or other authorised governance body) resolution authorising:

 

The issue and allotment of securities;

3

The raising of capital and the filing of the DFSA listing application form

Memorandum and articles of association

3

Directors undertaking

3

In addition to copies of many of the above documents, NASDAQ Dubai requires the following:

Documents

NASDAQ Dubai

A duly completed trading application form signed by the relevant authorised parties (Form 1)

3

A certified copy of the articles of association or other document constituting the securities

3

Certified copies of the Board resolution authorising:

 

The issue and allotment of all securities for which admission is sought;

3

The raising of capital and the filing of the trading application to NASDAQ Dubai

Audited annual reports and financial statements

3

Where an issuer is seeking a secondary listing, evidence that the class of securities is subject to a primary listing

3

Final copy of the DFSA approved prospectus

3

A copy of any waiver of the DFSA Markets Rules issued by the DFSA

3

A copy of an issuer’s receipt of the DFSA’s conditional approval of admission to the Official List

3

Executed NASDAQ Dubai CANDI issuer agreement, if applicable

3

Executed NASDAQ Dubai market maker agreement, if applicable

3

Executed NASDAQ Dubai registry agreement, if applicable

3

Accounting and finance requirements

Appropriate financial information, adequately communicated before the IPO, is essential to maintain credibility among investors, regulators, employees, and other stakeholders. A company must comply with specific financial reporting requirements as part of the listing process as follows:

Financial information typically included in the prospectus

A company is required to publish financial statements and other

financial information as part of the listing requirements. Presentation

of certain financial information is mandatory whilst other information

needs to be presented if certain conditions are met, as follows:

Audited financial statements: A company typically needs to include in the prospectus (or incorporate by reference) the most recent three years of audited financial statements. The financial statements should be prepared on a comprehensive accounting basis such as International Financial Reporting Standards (IFRS). If the issuer is the holding company of a group, it is expected that those financial statements would be prepared on a consolidated basis.

Investors would expect the financial statements to be audited by

a suitably qualified international accounting firm.

Unaudited interim financial information: A company may be requested by the bookrunner – ie its leading investment bank adviser - and/or the regulator to prepare interim financial information for a period of months after year end, for example quarterly or semi-annual financial information. It is expected that the interim financial information would be prepared in a similar manner as the annual audited financial statements. It should therefore be prepared using the same accounting principles (accounting policies, presentation requirements, etc.). The bookrunner might request the interim financial information to be subject to a limited review examination by the company’s audit firm.

Non-GAAP measures: It is common for companies to measure their performance using ratios or financial measures that are not derived from generally accepted accounting principles (“GAAP”), although GAAP is used as the basis for calculating these ratios or measures. It is common to find in a listing document reference to EBITDA, EBIT, return on equity, return on investment, cash assets, net debt, revenue per employee, etc.

Unaudited pro forma financial information: If a company

will acquire or sell an entity, group or business which might have

a significant impact on its operations, assets or revenues, it may

be required to prepare financial information on a pro forma basis to articulate the impact that the acquisition or sale might have on the company’s statement of financial position and statement of income. Unaudited pro forma financial information could be subject to special procedures from the company’s audit firm summarised in a report covering adequacy of the compilation process. This information is not subject to an audit or review examination.

Unaudited prospective financial information: A company that elects to explain to prospective investors its expansion and

KEY STEPS TO GOING PUBLIC

growth expectations may opt to include prospective financial information in the prospectus, if the DFSA agrees. Unaudited prospective financial information could be subject to special procedures from the company’s audit firm summarised in a report on adequacy of the compilation process and assumptions used. This information is not subject to an audit or review examination. The DFSA allows such prospective information to be included in the prospectus only in certain circumstances.

Financial information prepared for the purpose of IPO due diligence

The bookrunner may request that, as part of its due diligence procedures, a company prepares certain financial information that would help satisfy the bookrunner’s due diligence responsibilities. This financial information remains private and not shared outside the advisers’ group.

Business plan: A company’s management is expected to prepare a five-year business plan to support and explain the company’s growth and expansion plans. Among other data, this information will be used by the bookrunner to determine the company’s valuation ahead of meeting analysts and prospective investors. The business plan should be realistic and achievable and should consider the company’s past trends and future economic and financial prospects.

Working capital model: Directors should prepare a working capital model to support a statement in the prospectus on sufficiency of working capital for the 12 months following the IPO date, on the basis that the issuer has enough to fund its needs. The model should consider different downside scenarios, including a worst case scenario based on the assumptions used to build the model.

Budget and financial forecast: Together with the five-year business plan, management should share the budget and forecast of financial figures, such as cash flow, for the next 24 months. The budget and forecast should be consistent with the business plan but prepared in more detail, such as on a monthly or quarterly basis.

Unaudited monthly management accounts: A company’s management will be expected to prepare monthly financial data comprising, at a minimum, a statement of financial position (or balance sheet) and a statement of income for the most recent period after year end (or after the interim information) and the corresponding period in the preceding year. This information should be prepared on the same basis as the latest audited financial statements.

Complying with financial information requirements can be time-consuming, and when it is additional to fulfilling other obligations such as legal and business due diligence, prospectus drafting, meeting the exchange and the regulator, etc. it is important to allocate sufficient resources. Many companies preparing for an IPO seek support from experienced accounting and financial advisers for the preparation of financial information, to alleviate managers’ workload so that they may focus on other areas.

Investor communications

A PR firm plays an important role before, during and after the IPO. First and foremost, and working with the wider advisery group, is the development of a communications strategy. This is a campaign that addresses the media and investment community and keeps other important stakeholders, such as employees, informed of this important company development.

Central to the PR strategy is the writing and dissemination of public statements throughout the IPO campaign at set milestones, including organising press conferences and issuing press releases. These can cover events such as an announcement of the intention to IPO (often known as an ‘intention to float’), the pricing of the shares, and the listing itself, as well as supporting the management team with their articulation of the equity story and the answers to difficult questions they are likely to face.

One of the more demanding PR roles is the management of the media. Whilst the media can generate awareness and interest amongst prospective institutional and retail shareholders they can also highlight negative issues. Media are often invited to meet the management team when the IPO is announced, in order to understand the business and the rationale for going public. PR executives monitor the media coverage during the campaign to catch issues and advise on how to address them.

Once the stock is listed and trading in the secondary market, the PR adviser seeks to stimulate interest in the shares by generating wider awareness. This could involve organising retail investor days and analyst briefings, or generating further media coverage. The PR firm is also well positioned to advise on day to day regulatory statements that need to be made to the market to ensure compliance with public disclosure rules.

Preparing for an IPO is an intense time for any management team. As well as the many legal and financial issues to consider over and above day to day company management, there are key communications requirements. Here are six recommendations:

1. The company’s website is the first source that investors and investment commentators will turn to for information. It gives them an immediate impression of the sophistication of the business, the way it is managed and the way it communicates. Consider a website overhaul including details of the management team, the history of the business and a news archive. Once listed, a dedicated Investor Relations (IR) portal can include more detailed information including stock data and financial presentations.

2. Creating a sense of excitement about the IPO will be critical in attracting investor attention. Whilst institutional investors will be able to hear from the company’s management team directly they will also be influenced by investment commentators, including the financial media. Retail investors will rely heavily on the media, including new media channels. You will need a plan that ensures that the market hears a positive message in a controlled and consistent manner and deals with any awkward issues early on.

3. There is an old saying that investors buy management teams, not companies. The management team fronting the IPO needs to be well rehearsed; able to articulate the equity story well and be prepared to answer the tough questions from investors, investment analysts and the financial media. Time spent rehearsing is seldom wasted.

4. IPOs are often highly regulated, especially those that include selling into the US and European markets. Communications will need to be managed carefully to comply with DIFC, UAE and overseas restrictions. The IPO marketing campaign will need to address these requirements, while still achieving its aim of reaching target investors and commentators to ensure demand in the bookbuilding process.

5. The company should consider appointing a full time Investor Relations Officer (IRO), if one is not already in place. An experienced IRO is well placed to manage the IPO process, acting as the conduit between advisers and the management team. The IRO will also play a critical role once the company is public, managing all aspects of communications with investors. IROs need to have seniority and credibility. Typically they have an accountancy or finance background and are good communicators, articulate and personable.

6. When a company is ready to announce its IPO it should keep its employees informed and reassured. Employees should not hear about the IPO from a newspaper or social media site! Concerns about a change in ownership, and management distraction because of the IPO, might unsettle some employees. The company should also ensure that employees do not speak to the media about the IPO and ensure they know to whom they should pass enquiries.

Investor education and marketing

A successful IPO requires effective investor education and marketing. This is the process by which potential investors are given information about the company and its proposed flotation, leading to many of them subscribing for shares. The process runs from the initial creation of the company’s equity story through to selecting and successfully targeting investors.

Creating the equity story

The company’s leading investment bank adviser - called the bookrunner - typically helps the company shape its investment story, which is then used to help make its shares attractive to the market. The bookrunner might work with a syndicate of other banks that share responsibility for placing the shares with investors. From the management presentation that is delivered to research analysts, and later on during the roadshow presentation that is delivered to investors, the marketing messages that the company uses during the IPO are critical to its success.

Through intensive diligence and drafting sessions, the bookrunner will become well versed in the company’s strategy and key selling messages, and will assist the company in effectively communicating those messages to investors. A PR agency will also assist in directing these messages to the wider media.

Pilot fishing

Pilot fishing is an increasingly common exercise for potential issuers to make initial contact with the market. It takes place ahead of the formal launch of the deal. Investor meetings are set-up by the bookrunner with a small group of key opinion-leading investors. The exercise is used to enable the company and bookrunner to better understand how a potential offering may be received by investors. Targeted investors also welcome the opportunity to have an early interaction with the company and therefore have more time to understand the opportunity.

Deal research

One of the most important steps before an IPO is the analyst presentation, at which the company’s management team, over the course of one or two days, present to the equity research analysts of the syndicate working on the deal. An overview of the company, its operations, strategy, equity story and financials are typically presented to the analysts. Analysts might also visit the premises of the company.

KEY STEPS TO GOING PUBLIC

Following the analyst presentation, the research analysts will write detailed research reports on the company. These reports will then be used as part of the investor education process when the analysts undertake a global roadshow to meet with and educate potential investors about the company and its investment thesis.

The feedback from this investor education process creates an opportunity for the company, and its bookrunner, to refine the equity story and address investors’ concerns ahead of the management roadshow. The exercise will also help to identify key interested investors in order to finalise the management roadshow schedule. Most importantly, investor feedback from this exercise helps determine the price range that will be set ahead of the launch of the management roadshow and the start of bookbuilding. The whole pricing process, ending in the final price of the shares being set, is known as price discovery.

The whole pricing process, ending in the final price of the shares being set, is known
The price discovery process

The price discovery process

Research Intention to float announced Preliminary Prospectus Analyst Price range Pricing presentation announcement
Research
Intention to float
announced
Preliminary Prospectus
Analyst
Price range
Pricing
presentation
announcement
Initial market sounding
Pilot fishing
Investor education
Management roadshow
Aftermarket
T-8 weeks
T-4 weeks
T-2 weeks
T
Syndicate analysts’
Marketing
Final pricing 
valuation range
price range
• Research preparation
after analysts
• Research distributed to
investors
presentation
• Management meets
further refined list of
investors – indicated
• Investor education set
strong interest
• Pilot fishing exercise
up with refined list of
• Aftermarket
momentum is
achieved by allocating
stock in the offering in
such a manner as to
target investors
• Identify potential
• Company tests
valuation with investors
create demand in the
secondary market
anchor investors
• Analysts discuss
investment case and
during institutional
roadshow
• Stabilisation
• Management meet with
5-10 top tier investors
valuation
• Valuation feedback
Valuation / price discoveryProcess
Milestones

Source: HSBC

Management roadshow

Following investor education and having set a price range, the management team (typically CEO and CFO, as a minimum) embark on a global roadshow meeting with those investors who have been identified as showing the greatest interest in the offering. Throughout

KEY STEPS TO GOING PUBLIC

this process the bookrunner’s syndicate desks maintain a continuous dialogue with investors via the bookrunner’s sales teams responding to questions and providing follow-up discussions with the ultimate aim of converting those investors’ queries into orders.

Example of management roadshow

Example of management roadshow

6 days Europe 3 days in London 1 day in Frankfurt 2 days in Continental
6 days Europe
3
days in London
1 day in Frankfurt
2 days in Continental Europe
London •
• Amsterdam
• Frankfurt
• Zurich
2 days North America
• Boston
New York •
1 day in Boston
1 day in New York
Doha
Dubai &
Riyadh
• • Abu Dhabi
Jeddah
3 days Middle East
1
day in Qatar
1 day in Abu Dhabi / Dubai
1
day in Saudi Arabia

Retail shareholders

In order to generate wider interest in the shares, market visibility for the offer and liquidity in the aftermarket, some companies sell some of their shares to individuals who are buying on their own behalf – known as retail investors – as well as to institutions, who are usually buying on others’ behalf.

The amount of marketing to potential retail investors will depend on how large the retail tranche of the offer is and the sector in which the issuer operates. Well known consumer companies will already have larger market visibility and following than a company in the business to business industrial sector.

Source: HSBC

Marketing to retail investors can include: the establishment of a web

portal for information, media advertising, efforts to generate articles

in the media, and an engagement programme with stock brokers to

ensure they are able to talk knowledgeably about the company to their clients.

The issuer will need to appoint at least one receiving bank. This is typically a large retail bank which is able to inform its customers about the offer, handle share registration at its branches and establish share accounts for new stock market investors.

A

retail offer adds expense and organisational commitment. However

it

can raise the company’s profile to a new investor audience and

support product marketing and sales.

Offerings into the United States - Rule 144A and Regulation S

Many companies seek international as well as regional investors

in an IPO, including those based in the United States, which has

the largest pool of potential investors in the world. If an IPO offer

is extended to US investors, all offers and sales of securities must

be registered with the Securities and Exchange Commission (SEC) unless the transaction is exempt from registration, or not subject to registration. The SEC registration process is cumbersome and time consuming. Fortunately, in recent years, most IPOs by non-US companies which tap US investor interest have been able to rely on an exemption from the registration requirements referred to as Rule 144A. Rule 144A under the US Securities Act of 1933 permits the

resale into the United States of securities in an underwritten offering

to certain ‘qualified institutional buyers’, or QIBs, which generally are

institutional investors that own or invest on a discretionary basis at least USD100 million in securities.

A Rule 144A offering is typically accompanied by an offering outside

the United States conducted in compliance with Regulation S under the US Securities Act. Regulation S permits the distribution and resale of securities to persons outside of the United States, subject to certain conditions, including that offers and sales of such securities must be made in an “offshore transaction”.

A combined Rule 144A and Regulation S offering is advantageous

to a company in the Middle East considering an international IPO (including in the United States) for many reasons. First, the company is not bound by the stringent disclosure requirements of a US registered offering and should not normally be subject to the far- reaching requirements of the Sarbanes-Oxley Act of 2002. Second, the company is not bound by the ongoing reporting requirements of

the US securities laws, although, depending on the ultimate number of US holders of its securities, the company may be required to give the SEC, or make public, copies of certain information that it makes or is required to make public in its home jurisdiction, files or is required to file with any stock exchange, or distributes or is required to distribute to holders of its securities. Finally, compliance with Rule 144A and Regulation S alleviates the time-consuming process involved in an SEC-registered offering.

Although offerings under Rule 144A and Regulation S are exempt from SEC registration, such offerings remain subject to the anti-fraud provisions of the US securities laws, principally Rule 10b-5 under the US Securities Exchange Act of 1934, as amended (the ‘US Exchange Act’). As a result, an issuer is still required to disclose a significant amount of information to prospective investors in the IPO and may be subject to liability in the United States for material misstatements and omissions in such information.

The disclosure of this information will principally be in the form of an offering memorandum or offering circular. Although a Rule 144A offer does not require the preparation and filing of an SEC-compliant registration statement, the prospectus will need to be prepared to a sufficiently high standard of diligence, disclosure and accuracy to enable a law firm with US law capability to issue a customary ‘10b-5 opinion letter’. This is a legal opinion which refers to Rule 10b-5 under the US Exchange Act and effectively provides the issuer and the banks on an IPO transaction with comfort from the lawyers that the prospectus does not contain any untrue statement of a material fact or any material omission that would render the prospectus misleading.

Pricing and allocation

Pricing the offer

Pricing of an IPO undergoes various stages. It starts with the valuation range prepared by the research analysts of the syndicate banks that is outlined in their deal research reports, marketed throughout the investor education period. Following the investor

KEY STEPS TO GOING PUBLIC

education phase, the bookrunner discusses the feedback gathered from investors with the company’s management and shareholders and agrees a price range to use in marketing the offer during the management roadshow.

The price discovery process

The price discovery process

during the management roadshow. The price discovery process Pricing cone – achieving the optimal pricing for

Pricing cone – achieving the optimal pricing for the IPO

Pricing cone – achieving the optimal pricing for the IPO Set up initial range Draft research

Set up

initial range

Draft

research

Early participation of sales force

Feedback from

Determine the

key investors

marketing price range

Upper end

Price range

Lower end

Final

pricing

Source: HSBC

During the management roadshow, the bookrunner starts to collect orders from investors and build a book of demand for the shares that shows demand at different prices, creating a picture each day of the level and quality of demand present.

The bookrunner will then consolidate all demand following the completion of the bookbuilding phase and in conjunction with management and shareholders set a final price for the shares.

Deriving the correct issue price is an important balance of supply and demand. It needs to be set to achieve a market clearing price and also ensure a healthy aftermarket performance, with a high quality shareholder base for the company.

Allocation strategy

Once an IPO price has been set, the bookrunner begins the allocation process, determining exactly which accounts to allocate shares to and how many. The allocation criteria can be based on a number of different factors but typically include:

Type of investor (eg institutional, high net worth individual)

Quality of investor

Size of order

Price sensitivities in order

Participation in investor education / roadshow events

Expected length of holding period / behaviour after shares start trading

Timing of order submission

Perceived “inflation” in order size

Participation in previous offerings in the same sector / country

Quality of feedback provided

Allocation needs to strike a balance between investors who provide long-term support and those who provide trading liquidity. Allocating investors a meaningful stake, but which is less than their true demand, stimulates aftermarket buying and share price support.

IPO DAY AND BEYOND

IPO DAY AND BEYOND

IPO DAY AND BEYOND

Listing and admission to market

Once all the shares have been allocated, the stage is set for the day of listing itself. This is the key moment of the entire IPO process, and often the most colourful, as the company officially goes public after months of hard work and preparation. Brokers’ screens light up with bid and offer prices for the very first time as trading gets underway on NASDAQ Dubai, usually at 10am when the market opens. The company’s owners and executives can celebrate by publicly opening the exchange’s market, an event that might be covered by TV stations and broadcast around the world. The media, which usually has a few days notice of the listing, watches keenly and reports how much trading in the shares occurs and which way the price moves.

Behind the scenes, the technical teams at the exchange are hard at work, ensuring that trading runs smoothly. For the company as well, there is much work to be done. The listing has been achieved; now it begins its new life as a public entity.

The aftermarket

Once the shares have listed, NASDAQ Dubai permits the bookrunner to conduct a programme to support the price – known as price stabilisation – by buying shares in the open market on behalf of the syndicate of investment banks that took part in handling the IPO. This programme lasts for a defined period, such as two weeks. Stabilisation trades can be executed only below the IPO price. Based on prevailing market conditions at the time of listing, the broad stabilisation strategy is agreed ahead of listing. Investors benefit from stabilisation as there is greater assurance that the issue price will, at least initially, be supported and that there will be a liquid market in the shares.

Stabilising the aftermarket

To effect the stabilisation, the bookrunner will initially over-allot shares in the IPO by borrowing shares from an existing shareholder and use the sale proceeds to buy back up to that number of over-allotted shares in the event stabilisation is required.

Stabilising the aftermarket

Stabilising the aftermarket

USD No stabilisation 20 18 Partial stabilisation 16 14 12 10 IPO price: USD10 8
USD
No stabilisation
20
18
Partial stabilisation
16
14
12
10
IPO price: USD10
8
6
4
2
Full stabilisation
0
Day 1
Day 6
Day 11
Day 16

Source: HSBC

If the share price drops below the IPO issue price, the stabilisation

manager will buy back the over-allotted shares and return these shares to the original shareholder. If the shares trade above the IPO issue price, no stabilisation will be carried out and the proceeds of the sale of the over-allotted shares will be paid to the original shareholder.

From the day of listing onwards, a company must communicate effectively with its shareholders. This role can be carried out by the Investor Relations Officer (IRO), who is also the day-to-day interface with credit and equity analysts, the financial media, NASDAQ Dubai and the DFSA.

Managing investor relations can be extremely time-consuming for a company with large and diverse shareholder registers. An IRO can act as a proxy for the time-constrained CEO and CFO, facilitating and informing dialogue between the Board and the investment community through a framework of communications activities. These ensure investors are fully informed about the performance

of the business. The IRO can also identify issues that may affect

the company’s reputation. These activities improve understanding

of the company, which helps to increase the valuation of its shares,

reduce share price volatility and reduce funding costs.

An IRO of a large company might meet more than 200 investors

a year. IROs need to know not just what is happening at their

company, but also have a view on macroeconomic conditions, the competitive environment and changing regulatory codes, as well as emerging investment trends such as sustainability and other corporate social responsibility issues.

IPO DAY AND BEYOND

emerging investment trends such as sustainability and other corporate social responsibility issues. IPO DAY AND BEYOND

Listed company continuing obligations

Overview

A defining feature of life as a publicly listed company is the significant

number of ongoing compliance and public disclosure requirements to

which the company, its directors, and on occasion, its shareholders,

the financial statements together with the auditor’s report form part of the annual report.

are

subject. The requirements for a company listed on NASDAQ Dubai

The annual report must include a statement on how a company has

are

comparable to those found in other leading financial centres, with

applied the principles of corporate governance and where it has not,

certain differences that reflect local circumstances.

provide an explanation. It must be published as soon as possible after the accounts have been approved, but no later than 120 days

A

number of high-level principles sit behind these ongoing

after the year end.

requirements, including a desire to ensure a level playing field for all investors and equality of information, proper disclosure of dealings

by Directors and their Connected Persons (including persons holding

more than 5% of the voting rights of the company), and proper disclosure of financial information relating to listed companies.

Financial information

A

company must disclose financial information that is liable to lead

to

a substantial movement in the price of its securities. This includes

disclosing the following:

1. Annual report: A company must disclose its annual report to

the market as soon as possible after the financial statements have

been approved, but no later than 120 days after year end. According

to the Markets Rules the annual report must include:

A review of operations during the year;

Details of any significant changes in the company’s state of affairs during the year;

The company’s principal activities during the year and any significant changes in the nature of those activities during the year;

Details of any matters or circumstance that have arisen since the end of the year that may have a significant impact in the future operations, results or trading of the company;

Likely developments in the company’s operations in future years and expected results of those operations;

A statement by the auditors that the financial statements of the company give a true and fair view of the affairs, profit and loss and additional information as may be required.

The issuer must disclose the annual financial statements and the

auditor’s report separately or with the annual report. The financial statements should be prepared on a comprehensive accounting basis such as IFRS. If a company is the holding company of a group,

it is expected that those financial statements would be prepared on a

consolidated basis. The annual financial statements must be audited

by an independent, competent and qualified audit firm in accordance

with auditing standards accepted by the DFSA. It is customary that

2. Preliminary financial results: A company must publish the preliminary financial results without delay, but no later than 30 minutes before the market opens on the day after those results have been approved.

3. Interim financial statements: A company must publish semi-annual financial statements for the first six months of the financial year and state whether the financial statements have been subject to an audit or review examination. They must be published without delay, but no later than 60 days after the period end to which a financial statement relates.

Disclosure of Inside Information

The Markets Rules contain provisions designed to ensure the prompt disclosure to the market of material Inside Information regarding an issuer, to avoid a market in which some participants are able to trade with the benefit of material price sensitive information that is not available to other investors. The provisions of the Markets Rules in this area are similar to those in the EU Market Abuse Directive 2003/6/EC. Under the Markets Rules, issuers must make their disclosures to the Authorised Market Institution on which the Securities are traded. For NASDAQ Dubai listed Securities, this will take place through the exchange’s CANDI software system. This puts the disclosures on to the exchange’s website and may also disseminate them directly to market participants (see p. 39 for more details of CANDI).

The Markets Rules employ a single concept of inside information, moving away from the previous rules which distinguished between ‘material information’ and ‘price sensitive information’. Inside Information is defined in the Markets Law as including information relating to investments of a precise nature that:

Is not generally available.

Relates, directly or indirectly, to the issuer of the investments concerned, or to one or more of the investments.

Would, if generally available, be likely to have a significant effect on the price of the investments or on the price of related investments.

Examples of Inside Information can include the purchase of another company, winning a large contract, a change in the composition of the Board, or facing a significant lawsuit. The Markets Rules generally require that Inside Information must be disclosed to the market “as soon as possible”. The rules contain exemptions for situations in which non-disclosure is permitted with the approval of the DFSA. These include where the Inside Information is commercially sensitive or the disclosure would be unduly detrimental to the legitimate interests of the company.

Disclosure of Interests by Directors and Connected Persons

The Markets Rules contain provisions requiring Directors and other Connected Persons to file certain reports with the DFSA and the company on the occurrence of certain events. These include their becoming or ceasing to be a Director or the increase or decrease of their percentage holding in the company’s voting rights by 1% or more. The rule requires disclosure to the market of transactions with parties who hold 5% or more of the voting rights of the company or its holding companies. This contrasts to 10% in the UK, Australian and Hong Kong regimes, and is a deliberate deviation by the DFSA in view of the more nascent nature of the DIFC as a capital markets jurisdiction and the need to protect investors.

In addition, any interest at all held by a Director in a listed company must be disclosed to the company.

Mandatory Bid

The Takeover (TKO) module of the DFSA Rulebook requires a person who acquires 30% or more of the voting rights of a listed company to make a mandatory takeover bid for the whole company. This provision is largely based on a similar position contained in Rule 9 of the UK Takeover Code.

IPO DAY AND BEYOND

Compliance Function

Full and prompt compliance with the ongoing obligations to which a listed company is subject requires the company to have in place an appropriately staffed and trained compliance function that is able to react to developments in real-time, take decisions and ensure that disclosures are made and other requirements complied with in a timely manner. The DFSA will not approve a prospectus unless it is satisfied that the issuer has in place adequate systems to enable it to comply with the obligations of a listed company. Maintenance of such systems post-listing is essential.

Related Party Transactions

The Markets Rules require a company to notify the DFSA and shareholders – and in some cases obtain prior shareholder approval – in relation to transactions between a company and certain Related Parties, or which benefit a Related Party, of the issuer. The Markets Rules contain detailed guidance as to who is a Related Party, but in summary this captures a significant shareholder, Director or other person exerting or able to exert control over, or significant influence within, the company (and entities affiliated to or controlled by such persons).

Where a Related Party transaction amounts to more than 5% of the company’s net assets (as reported in its most recent financial report to shareholders), the Markets Rules require that shareholder approval be obtained prior to entry into the transaction. This is above and beyond any requirement (or lack thereof) for shareholder approval under the corporate law of the jurisdiction in which the company is incorporated. Where the transaction amounts to less than 5% of net assets, there is no requirement to obtain shareholder approval, but the company must inform the DFSA of the key terms of the transaction and explain the basis upon which the terms of the transaction are fair and reasonable (and such explanation must be accompanied by written confirmation from an independent third party acceptable to the DFSA). This is a notification obligation rather than an application for the DFSA’s approval for the transaction, and must be submitted as soon as possible after the transaction has been entered into. It need not be submitted ahead of the transaction being agreed.

The Markets Rules also contain provisions aimed at capturing small transactions with Related Parties during a 12-month period which, if aggregated together, would surpass the 5% threshold. The Markets Rules effectively require aggregation of such transactions for the purposes of determining whether shareholder approval is required.

Corporate governance

The Markets Rules provide that corporate governance requirements must be adhered to on an ongoing basis and not just upon admission to listing. The corporate governance principles adopted by the DFSA are described on page 14. These principles are backed up by the Best Practice Standards (BPS) set out in Appendix 4 to the Markets Rules. In terms of ongoing compliance, the DIFC operates a ‘comply or explain’ regime, which broadly mirrors the position taken in the United Kingdom under the UK Combined Code on Corporate Governance. Effectively, a company is required to comply, or else explain any deviation in its Annual Report to shareholders together with reasons why in the view of the Board such deviation is justified in the circumstances. This reflects an acceptance by the DFSA that effective corporate governance is not a one-size-fits-all straitjacket, but will vary from company to company depending on the nature of their business and other

company depending on the nature of their business and other relevant considerations. In particular, a company

relevant considerations. In particular, a company is required to include in its Annual Report to shareholders:

An explanation of why the BPS have not been adopted fully or adopted only partially, if this is the case;

What actions, if any, have been taken to achieve compliance with the corporate governance principles to the extent that the BPS have not been adopted or have been adopted only partially; and

A statement by the Directors as to whether or not, in their opinion, the corporate governance framework of the issuer is effective in promoting compliance with the corporate governance principles, together with supporting information and assumptions, and qualifications if necessary.

The BPS cover key areas of corporate governance, including:

Role of the Board: The BPS call for the Board to provide leadership to the company within a framework of prudent financial and effective controls. The Board is expected to set strategic goals for the company, exercise appropriate oversight and effectively manage risks. The Board is expected to meet as a Board with sufficient regularity to properly discharge its functions.

Division of responsibilities: The BPS contain provisions designed to ensure an appropriate split of functions between the Board and senior management, with the Board responsible for setting strategic goals and risk parameters and senior management to be tasked with managing the issuer in accordance with those stated aims and within the parameters set by the Board. The BPS also calls for appropriate division of responsibilities within the Board itself, and in particular call for separation of the roles of CEO and Chairman. This again mirrors the approach taken in the UK.

Board composition and resources: The BPS call for an appropriate balance of skills and independence on the Board. In particular, they provide that Directors should be submitted for re-election by the shareholders on a regular basis (at least every three years). At least one third of the Board should be comprised of non-executive Directors, with at least two of the non-executive Directors being ‘independent’ on the basis of objective criteria set by the Board to ensure independence of character and judgement. In practice, to be considered ‘independent’, a non-executive Director must at a minimum be free of personal commercial or other connections with the issuer which present a conflict of interest (or give the appearance of a conflict of interest) with his or her duties as an independent non-executive Director.

The BPS encourage active succession planning to ensure an orderly transition within the Board and senior management (supported by the work of the nomination committee), and also contain provisions aimed at ensuring the Board is appropriately resourced and has the administrative support to properly discharge its functions.

Board committees: The BPS call for listed companies to adopt all three Board committees that are typically seen in established jurisdictions internationally – an audit committee, a remuneration committee and a nomination committee. Each committee should be composed with a balance of relevant expertise and independence, and operate in accordance with formal, written terms of reference that have been adopted by the Board.

Risk and compliance: The BPS contain provisions designed to promote appropriate risk management systems and a framework of internal control to ensure that risks are identified early on and handled at the appropriate level, and that regulatory obligations to which the issuer is subject are complied with on a timely and transparent basis at the appropriate level within the issuer.

Shareholder rights: The BPS contain provisions designed to ensure appropriate involvement of shareholders in the decision- making process. The BPS call for an annual general meeting of shareholders with appropriate interface and dialogue between the Board and shareholders and an ability of shareholders to raise matters and have items placed on the agenda for discussion. The BPS also provide that the Board take the lead in preventing practices being undertaken that are abusive or oppressive of minority shareholders. It should be noted that the provisions of the BPS in this area are above and beyond the requirements to which a company will be subject under the corporate law of its jurisdiction of incorporation, which in nearly all cases, will also be highly relevant in this area.

Remuneration: Remuneration is a topical issue in the world of corporate governance, particularly as a result of the global financial crisis. The BPS do not seek to impose a cap on executive remuneration, nor do they talk in monetary terms about the appropriate level of remuneration for Directors. However, the BPS do state that remuneration should be set at a level sufficient to attract and retain Directors of appropriate quality, taking into account, among other matters, the nature, scale and complexity of the issuer’s business. The BPS call for an appropriate mix of salary and bonus-related elements of a Director’s remuneration package, and contain provisions regarding appropriate vesting periods for share options, to encourage and incentivise Directors to work for the long-term benefit of the company. The BPS do not mandate a formal shareholder say-on-pay vote at annual general meetings, but do call for transparency in the area of remuneration. The role of the remuneration committee will be key in this area.

IPO DAY AND BEYOND

Other stakeholders: It has become fashionable in recent years for corporate governance proponents to encourage Directors to have regard for stakeholders other than the company’s shareholders. The BPS do call for adequate channels of communication to be put in place with such stakeholders – including employees, customers, creditors and the environment in which an issuer operates, but they do not call on Directors to formally have regard for the interests of such parties in the exercise of their Board functions. This is an interesting area and one in which Directors need to take care not be tripped up. While it is accepted practice in corporate governance circles to talk of having regard for other stakeholders, an issuer and its Directors will remain bound by the corporate law of the jurisdiction in which the issuer is incorporated. In many jurisdictions, the law is clear that a Director’s duty is to act in the best interests of the company – which is ordinarily taken to mean the shareholders (save in certain insolvency-related circumstances where the interests of creditors take centre stage). Nothing in the BPS should be read as encouraging an issuer to deviate from strict company law requirements to which it is subject in its home jurisdiction.

Free float

The DFSA is committed to ensuring a liquid market on NASDAQ Dubai so that shares and other securities are widely held – i.e held by a substantial number of shareholders and freely and easily transferable in an orderly, transparent and well regulated market. The DFSA therefore normally requires – not only upon listing but on an ongoing basis – issuers to ensure that normally at least 25% of their shares are in ‘public hands’ – i.e. widely held by unconnected public investors holding less than 5% each. Care must be taken on an ongoing basis to ensure that this minimum 25% free float requirement is not inadvertently breached as a result of on-market trades or new issuances of shares. An issuer that continually breaches the minimum free float requirement could be liable to delisting if the breach remains unremedied.

38

NASDAQ Dubai products and services

As the region’s international exchange, NASDAQ Dubai provides an expanding range of products and services for the benefit of market participants. Its other activities include:

Academy: NASDAQ Dubai sees financial education as a key driver in the development of a world-class capital market. It established the NASDAQ Dubai Academy to provide training courses in English and Arabic that support the educational requirements of issuers, members, investors and the general public. Courses include investor relations and corporate governance as well as information for market professionals about equities and how to trade them.

CANDI: NASDAQ Dubai provides listed companies with an efficient email-based software system, CANDI, through which they can make disclosures to the market as required by regulation. Such disclosures include financial results and other information of interest to investors. Disclosures sent through CANDI appear on NASDAQ Dubai’s website and can be sent directly to brokers and the media.

Clearing and settlement: For trades executed on exchange, efficient mechanisms must be in place to transfer the shares to the buyer, and the money to the seller. These transfers, known broadly as clearing and settlement, take place through Clearing Members, which make use of infrastructure provided by NASDAQ Dubai. In January 2012, NASDAQ Dubai enhanced the services provided by its clearing and settlement systems. The exchange operates a T+2 settlement cycle for equities, which means that trades should normally be settled two days after a trade has been agreed.

IPO DAY AND BEYOND

Central Securities Depository (CSD): The shares of NASDAQ Dubai’s listed companies are held, on behalf of their owners, in the exchange’s CSD. As well as providing custody, the CSD provides other services including assisting companies pay dividends. The NASDAQ Dubai CSD has close links with international CSDs such as Euroclear and Clearstream, making it easy for international investors to transfer their shares as they wish.

Marketing: NASDAQ Dubai’s experienced marketing team is ready to support companies as they prepare for IPO as well as support their post-listing activities. Services can range from advice in organising press conferences to displaying information about a company on the NASDAQ Dubai website, as well as arranging introductions to brokers. The name of a listed company may be prominently displayed on NASDAQ’s Tower in Times Square, New York, on IPO day or other important occasions.

Directors Desk: Directors Desk is a comprehensive web-based solution designed to improve Board communications and effectiveness while minimising time and paperwork. As well as keeping Board members fully informed, it saves time and money. It provides a complete suite of tools in one platform, eg shared calendar, online meeting materials, secure email, votes, questionnaires and many unique advanced tools. Through its web-based platform, Directors Desk is accessible 24/7 from any place worldwide.

FURTHER INFORMATION

FURTHER INFORMATION FURTHER INFORMATION 41

FURTHER

INFORMATION

41
41

The regional IPO landscape

After declining in value from 2007 amid global economic volatility, IPO activity in the Middle East and North Africa (MENA) region began to recover in 2012. The amount of capital raised in the first half of the

year reached USD1.19 billion, up from USD396 million in the first half of 2011. Eight IPOs were issued in MENA in the first half of 2012, of which six took place in the GCC.

MENA and GCC IPOs in H1 2012 vs. H1 2011

MENA and GCC IPOs in H1 2012 vs. H1 2011

1,191place in the GCC. MENA and GCC IPOs in H1 2012 vs. H1 2011 8 1200

8

1200 1000 201% 800 396 600 31 1,183 400 365 200 0 H1 2011 H1
1200
1000
201%
800
396
600
31
1,183
400
365
200
0
H1 2011
H1 2012
GCC in USD million
Other MENA in USD million
MENA IPOs by volume and number of deals in H1 2012
392
400
365
4
354
350
300
3
250
200
2
150
100
64
1
16
50
0
0
0
Jan
Feb
Mar
Apr
May
Jun
 
  Total size of offerings in USD million Number of IPOs

Total size of offerings in USD million

Number of IPOs

 

Breakdown by Sector in H1 2012

 
 

Number

Total size of offerings (USD million)

Average size of offerings (USD million)

Average

of IPOs

oversubscription

Leisure & Tourism

1

365

365

6.08x

Transport

1

354

354

2.20x

Industrial Manufacturing

3

296

99

2.92x

Financial Services

2

175

87

13.74x

Telecommunications

1

1

1

0.00x

Source: Zawya

FAQs

1. What are the benefits of listing on NASDAQ Dubai?

There are significant advantages to be gained from a NASDAQ Dubai listing. These include:

You can maintain control of your company by normally selling as little as 25% of its shares when you list, or more if you prefer.

You can raise the market value of your company’s shares by opting for a bookbuild valuation process.

You can leverage global and regional branding with the brand NASDAQ to support your international status.

You are exposed to a large investor base as you will be linked to nearly all the largest UAE brokers and largest global investment banks.

Liquidity is supported through NASDAQ Dubai’s use of DFM’s trading platform, on which a combined total of more than 70 companies can be traded. NASDAQ Dubai allows its listed companies to appoint brokers as market makers, which facilitate liquidity by maintaining both buy and sell orders simultaneously. A NASDAQ Dubai listing also benefits from the international standards applied by the DFSA, the exchange’s regulator in the DIFC.

2. Which key advisers are involved in the IPO process?

Four key advisers are typically involved in the IPO process with different but interdependent roles. The legal adviser is responsible for all legal requirements of the IPO process. The investment bank is the guide of the overall IPO process and makes sure the company complies with listing and admission rules. The public relations agency positions the company in terms of perception and arranges media events. The financial adviser counsels the company on financial statements and accounting requirements.

3. How long does the IPO process take?

If all documents are handed in and approved on time, an IPO can be completed within 20-30 weeks. However much groundwork is often

necessary before that stage. The overall IPO process from the time

a company starts to think about going public can take as much as

two years depending on how well prepared the company is. Refer to page 15 for the IPO timeline.

FURTHER INFORMATION

4. Which criteria do companies have to meet to list on NASDAQ Dubai?

Companies must meet the following criteria:

Minimum market capitalisation of USD10 million.

Normally listing at least 25% of shares (free float requirement).

Three years of audited financial statements.

To ensure a reliable price formation process, companies must either have a sufficient minimum number of bona fide shareholders, each holding securities with a value of at least USD2,000, or appoint a market maker, which continuously provides bid and offer orders in a stock.

5.

What are the steps involved in the IPO process?

A series of steps must be taken to prepare your company for an IPO, ranging from due diligence on its business and background and the development of its equity story, to the documentation process, the marketing of the shares and the listing itself. See page 15 for all the steps involved.

6. Which documents does NASDAQ Dubai require?

The checklist on page 22 provides an overview of documents required to be given to the DFSA for listing and to NASDAQ Dubai for admission to trading.

7. How do I start to apply for a listing?

NASDAQ Dubai welcomes discussions with companies at an early stage in their plans to carry out an IPO. Companies can also benefit from early discussions with the DFSA, the listing authority for the exchange. In due course, the prospectus must be submitted to the DFSA and an application made to it for admission to its Official List of Securities. An application must be made to NASDAQ Dubai for admission to trading.

8. What does a prospectus include and how do I tackle this?

A prospectus is a document that explains the terms of a share

offering before an IPO and gives information about the company that will issue the shares, such as a description of its business, financial statements and biographies of officers and directors. A company’s investment bank adviser (also called bookrunner or underwriter) is responsible for preparing the company’s prospectus. Refer to pages 18-20 for details on the prospectus.

9. What are the foreign ownership rules regarding an IPO on NASDAQ Dubai?

The exchange imposes no foreign ownership restrictions. Companies based outside a free zone in the UAE may however be subject to foreign ownership limits under UAE law, whereby no more than 49%

of a company may be owned by foreign nationals.

10. What should be considered after an IPO?

Continuous communication is the key to keeping investors interested in your company and informed about its activities and developments.

11. What fees does NASDAQ Dubai charge?

The exchange’s fee structure is competitive and tailored to the needs of the market. Fees can be viewed at:

www.nasdaqdubai.com

fee structure is competitive and tailored to the needs of the market. Fees can be viewed

Glossary

Admission and Disclosure Standards (ADS): NASDAQ Dubai rules that govern admission of a company’s securities to trading on the exchange.

Admission Panel: NASDAQ Dubai body consisting of NASDAQ Dubai senior management and NASDAQ Dubai practitioner committee members. The role of the Admission Panel is to consider and decide upon applications for Admission to Trading on NASDAQ Dubai.

Adviser: Capital market expert that helps to guide a company through the IPO process. Advisers include investment banks, lawyers, accountants and public relations firms.

Bookbuilding: The process of finding out how much demand there is for shares from investors and at what price. This process is managed by an investment bank, called the bookrunner. It helps the company decide the price at which it sells its shares in the IPO, as well as how many shares.

Bookrunner: An investment bank that takes the lead in helping a company sell its shares in an IPO, e.g. managing roadshows and bookbuilding. It is the main (and sometimes only) underwriter of the shares. Also sometimes called managing underwriter or syndicate manager.

CANDI: A software system operated by NASDAQ Dubai through which listed entities make disclosures of material information to the market.

Capital: Funds provided by investors to a business, including money raised from investors through an IPO.

Capital Markets: The market for securities where companies can raise long term funds. It includes the stock market and the bond market. It consists of the primary market, where new issues are distributed to investors, and the secondary market, where already existing securities are traded.

Clearing: The process that takes place after a share trade is agreed,

FURTHER INFORMATION

to ensure that the buyer of shares receives them and the seller receives the money. The process involves communications between the seller’s broker, the buyer’s broker and the exchange, and can take several days. It is followed by settlement, in which the shares and the money change hands.

Central Securities Depository (CSD): Entity that holds securities in safe custody on behalf of investors. It also enables them to be transferred when they are bought by another party. NASDAQ Dubai operates its own CSD.

Close Period: Under the Markets Rules, the close period for a listed company runs from the end of a period for which a financial report must be issued (the minimum on NASDAQ Dubai is every six months) to the time of the announcement or publication of the report.

Connected Person: A Connected Person is a person that is a Director of a reporting entity, a controller of the reporting entity or one who owns voting securities carrying more than 5% of the voting rights attaching to all the voting securities of the reporting entity or controller of the reporting entity.

Continuing Obligations: A company’s regulatory obligations after it has listed, including disclosing important information about the company to the market.

Corporate Governance: The rules, processes, or laws by which businesses are operated, regulated, and controlled. These include the company’s internal rules, as well as rules imposed by a stock exchange or its regulator.

Due Diligence: The careful investigation by the underwriters that is necessary to ensure that all material information has been disclosed to prospective investors before an IPO.

Equity: Another word for a share.

Foreign Ownership Restriction: A limit on the percentage of a company that can be owned by foreign institutions or individuals. Such limits are imposed by the authorities in many countries.

Free Float: The total number of shares that are publicly owned and available for trading.

Going Public: Carrying out an IPO by selling shares to the public.

Initial Public Offering (IPO): The first sale of a company’s shares to investors on a stock exchange. The main purpose is usually to raise capital for the issuer of the IPO.

Institutional Investor: Organisation, such as a fund, whose primary purpose is to invest its own assets or those entrusted to it by others.

Inside Information: A non-public fact regarding the plans or condition of a publicly traded company that could provide a financial advantage when used to buy or sell its shares. Inside information is typically gained by someone who is working within or close to a listed company. Trading using inside information is illegal under the Markets Law.

Investor Relations: A department, present in most medium to large public companies, that provides investors with an accurate account of the company’s affairs. This helps investors to make informed buy or sell decisions.

Investor Education: Information about a financial asset or asset class that helps investors make informed investment decisions.

IFRS: International Financial Reporting Standards. These are principles- based accounting standards widely used around the world.

Issue: A company’s shares or other securities; or the act of distributing them.

Issuer: Company, government or other organisation which creates or sells shares or other securities to finance its operations, including through an IPO.

Listing: Admission by a Listing Authority governing an exchange, after meeting its criteria such as an adequate prospectus. A company must be listed for its shares to trade on an exchange.

Listing Authority: The regulatory body responsible for matters such as approval of a company’s securities for admission to the Official List of Securities. The Listing Authority for NASDAQ Dubai is the DFSA.

Listing Rules: Rulebook that provides the framework for listing securities.

Liquidity: The extent to which securities are readily available to buy or sell without causing a significant change in their price. A market where it is easy to do this is a liquid market. Liquidity can lead to high trading volumes.

Liquidity Pool: The total liquidity provided by large numbers of investors trading in the same market.

Market Capitalisation: A measurement of the size of the company, being the number of shares multiplied by the current price of those shares.

Market Maker: A broker that makes a market, i.e. quotes both bid and offer prices simultaneously and is prepared to deal with investors at those prices. A market maker adds liquidity to a market.

Markets Rules: The DFSA’s Markets Rules, published under its authority under the Markets Law, govern admission to listing as well as other matters affecting listed companies, such as obligations to make disclosures to the market.

Member: A broker that is able to trade securities on an exchange and has agreed to abide by its rules for doing so.

Minority Shareholder: Equity holder of a firm who does not have voting control of it, as their holding is below 50%.

Official List of Securities: The list of companies that have had their

securities admitted to listing by a regulator, so that they may trade on

an exchange. The regulator of NASDAQ Dubai is the DFSA.

Ordinary Share: The most common type of company share. It carries voting rights and is also called a common share.

Prospectus: A document that explains the terms of a share offering before an IPO and gives information about the company that will issue the shares, such as a description of its business, financial statements and biographies of officers and directors. In an IPO, a prospectus is distributed by underwriters or brokerages to potential investors.

Retail Investors: Individual investors who buy and sell securities for their personal account, and not for another company or organisation.

Roadshow: A series of presentations by an issuer’s executives about their company and the securities they will offer to potential buyers. In an IPO, a roadshow is managed with the help of an investment bank.

Rule 144A (for US offers): A US rule that permits the resale into

the United States of securities in an IPO to certain institutional buyers.

A Rule 144A offering is typically accompanied by a concurrent

offering outside the United States conducted in compliance with Regulation S.

Secondary Offering: A listing of a security on an exchange other

than its primary exchange. Secondary listings are usually an attempt

to access new markets in order to raise capital.

FURTHER INFORMATION

Settlement: The transfer of a security (for the seller) or cash (for the buyer) following a trade on an exchange. This often occurs several days after a trade is made.

Share Index: An index that shows the aggregated price movements of many different shares. Indices compiled by financial services firms are used to benchmark the performance of portfolios such as mutual funds.

Shareholder: Any person, company, or other institution that owns at least one share in a company.

Shariah Compliant: Complying with Shariah (Islamic) law.

Stock Option: An option to buy shares at a certain price at a future date. Many companies include stock options as part of employee compensation.

Syndicate: A group of underwriters responsible for placing a new issue of a security with investors. The members of an underwriting syndicate work together for the duration of an IPO.

Trading Rules: Rulebook that provides the framework for trading securities.

Further reading

Al Mirsal

Latham & Watkins

www.al-mirsal.com

www.lw.com

A

blog that provides insights and commentary on legal developments

Latham & Watkins is a full-service global law firm specialised in

in

the Middle East, managed by Latham & Watkins.

corporate finance, equity and debt capital markets, mergers and acquisitions and complex business litigation.

Brunswick

www.brunswickgroup.com

Brunswick is an international corporate communications partnership that helps businesses and other organisations address critical communications challenges.

DIFC Authority (DIFCA)

www.difc.ae/difc-authority

The DIFC Authority is the main governmental authority for the DIFC

and is responsible for a number of relevant functions eg. registration

of holding companies and non-regulated activities within the DIFC.

Dubai Financial Services Authority (DFSA)

www.dfsa.ae

The Dubai Financial Services Authority is the regulator of NASDAQ Dubai and other financial services companies in the DIFC. A DFSA Guide To Listing in the DIFC can be viewed on the website.

Financial Services Association

www.fsassociation-uae.org

A newly established industry body focused on the financial services

sector in the UAE.

HSBC

www.hsbcnet.com

HSBC is one of the world’s largest banking and financial services organisations.

Middle East Investor Relations Society (ME-IR Society)

www.me-irsociety.com

The ME-IR society promotes best practices and techniques in investor relations throughout the Middle East.

NASDAQ Dubai

www.nasdaqdubai.com

The international stock exchange in the Middle East based in the DIFC.

PricewaterhouseCoopers

www.pwc.com/middle-east and pwcinform.pwc.com

PricewaterhouseCoopers is a network of firms delivering quality in assurance, tax and advisery services.

Securities and Commodities Authority (SCA)

www.sca.gov.ae

The SCA is the UAE’s onshore financial services regulator.

Tips on effective IPO communication

www.brunswickgroup.com/insights-analysis/brunswick-review/

brunswick-review-issue-2/features/gimme-shelter.aspx

Contacts

NASDAQ Dubai Ltd

Dubai International Financial Centre The Exchange Building (Building 5), Level 7 P.O. Box 53536 Dubai, United Arab Emirates

Brunswick Gulf Ltd

Dubai International Financial Centre Gate Village Building 10 P.O. Box 506691 Dubai, United Arab Emirates

FURTHER INFORMATION

Business Development - Listings +971 4 305 5465 business.development@nasdaqdubai.com www.nasdaqdubai.com

Rupert Young Partner +971 4 446 6270 ryoung@brunswickgroup.com www.brunswickgroup.com

Rupert Young is a Partner at Brunswick Group, a global financial communications consultancy. Brunswick helps companies address critical communications challenges that may affect their valuation, reputation or ability to achieve their ambitions. Rupert manages the Group’s offices in Dubai and Abu Dhabi, from which it advises clients across the region. He has been a financial communications consultant for 18 years advising government departments, government related entities, listed and private companies. Rupert has advised on many IPOs and listings on NASDAQ Dubai, Dubai Financial Market and London Stock Exchange and often continues to advise those companies once they are publically quoted.

HSBC Bank Middle East Limited

Building 5, Emaar Square P.O. Box 502601 Dubai, United Arab Emirates

Michael Bevan Managing Director, Equity Capital Markets Middle East and North Africa +971 4 423 5760 michael.bevan@hsbcib.com www.hsbcnet.com

Michael Bevan is Managing Director and head of HSBC’s Equity Capital Markets Middle East team. HSBC has a leading ECM practice in the Middle East having lead over 50 ECM deals in the past five years. Michael’s team is currently involved in active execution in ECM offerings in most countries across the GCC and has the ability to execute both local and also international style IPOs. The team has particular experience in IPOs on NASDAQ Dubai.

Latham & Watkins LLP

Dubai International Financial Centre Precinct Building 1, Level 3 P.O. Box 506698 Dubai, United Arab Emirates

Andrew Tarbuck Partner +971 4 704 6353 andrew.tarbuck@lw.com www.lw.com

Andrew Tarbuck is a Partner at Latham & Watkins LLP. He specialises in capital markets, corporate finance and M&A including advising on IPOs in the UAE, Saudi Arabia, Palestine, Qatar and London. Chambers Global legal guide describes Mr. Tarbuck as “a leading name for regulatory advice in the UAE” and that he “does an excellent job with his clients.” In Legal 500 he is ranked for corporate and M&A transactions and is described as a “strong capital markets partner.” He is a member of the NASDAQ Dubai Practitioners’ Committee and Chairman of the Regulatory Committee of the Middle East Investor Relations Society.

PricewaterhouseCoopers

Emaar Square, Level 8, Building 4 P.O. Box 11987 Dubai, United Arab Emirates

Steve Drake Partner, Head of Capital Markets and Accounting Advisery Services +971 4 304 3421 steve.drake@ae.pwc.com www.pwc.com

Steve Drake is a Partner with PricewaterhouseCoopers (“PwC”), heading the Capital Markets and Accounting Advisery Services team in the Middle East region. Steve’s team advise on equity and debt capital markets transactions for clients across the region. Steve has worked as a Capital Markets specialist for more than 10 years with almost the last 5 years based in the region. Steve has significant experience of listing on local, regional and international markets. He has assisted companies with listing aspirations preparing them for all aspects of their listing needs throughout the listing process and beyond. This includes helping establish appropriate organisation structures, board structures, reporting mechanisms and addressing corporate governance requirements.

ﻲـﻠـﻤﻋ ﻞـﻴـﻟد تﺎـﺑﺎــﺘـﺘــﻛﻼﻟ ﺔﻴﻟو ا ﺔﻣﺎﻌﻟا

ﻲـﻠـﻤﻋ ﻞـﻴـﻟد تﺎـﺑﺎــﺘـﺘــﻛﻼﻟ ﺔﻴﻟو ا ﺔﻣﺎﻌﻟا

ﻲـﻠـﻤﻋ ﻞـﻴـﻟد تﺎـﺑﺎــﺘـﺘــﻛﻼﻟ ﺔﻴﻟو ا ﺔﻣﺎﻌﻟا
ﻲـﻠـﻤﻋ ﻞـﻴـﻟد تﺎـﺑﺎــﺘـﺘــﻛﻼﻟ ﺔﻴﻟو ا ﺔﻣﺎﻌﻟا

ريدقتو ركش

:ليلدلا اذه دادعإ يف ةلاعفلا اهتمهاسمل ةيلاتلا تاسسؤملا ىلإ ريدقتلاو ركشلا ليزجب يبد كادسان هجوتت

ركشلا ليزجب يبد كادسان هجوتت دعب طقف متي نأ نكمي يبد كادسان
ركشلا ليزجب يبد كادسان هجوتت دعب طقف متي نأ نكمي يبد كادسان
ركشلا ليزجب يبد كادسان هجوتت دعب طقف متي نأ نكمي يبد كادسان

دعب طقف متي نأ نكمي يبد كادسان ةصروب يف لوادتلل لوبقلا .2012 ةنسل قاوسلأا نوناقل اقفوً

يبد كادسان ةصروب يف ةيلولأا ةماعلا تابتتكلإا ليلد ةدودحملا يبد كادسان 2013 ©

تاباتتكلإا تارشن ىلع قفاوت يتلا ةصتخملا ةطلسلا يهو اهيدل ةيلاملا قارولأل ةيمسرلا ةمئاقلا ةرادإو ظفحب ةيلاملا تامدخلل يبد ةطلس موقت .لوادتلل لوبقلا ضارغلأ باتتكلإا ةرشن ىلع ةيلاملا تامدخلل يبد ةطلس ةقفاوم

ةيلوؤسم ءلاخإ تامولعملا لكشت لا .تامولعملا ةقد ىلع رثؤي دق امب تقو يأ يف ريغتت دق فورظلا نأ لاإ ،ةلوقعم ةيانعب تامولعملا كلت دادعإ مت هنأ نم مغرلا ىلعو .ريغ لا تاقيلعتو ةماع تامولعم يه )”تامولعملا“( دنتسملا اذه يف ةدراولا تامولعملا

يأ )”يبد كادسان”ـب نيعمتجم مهيلإ راشملا( اهوفظوم وأ ،اهولوؤسم وأ ،اهل ةعباتلا تاكرشلا وأ/و ةدودحملا يبد كادسان مدقت لا .وحنلا اذه ىلع اهيلع دامتعلاا بجي لا يلاتلابو تامدخلا نم عون يأ م دقت لاو ةينهم حئاصن ليلدلا اذه يف ةدراولا

اذه يف ةدراولا تامولعملا ىلع دمتعي صخش يأ اهدبكتي ،ةرشابم ريغ وأ ةرشابم رئاسخ يأ نع ةيلوؤسملا يبد كادسان لمحتت نل .لابقتسمً

اهريغ وأ ةيلامّ قاروأ كلاتماب ةقلعتم تايصوتك ةروكذملا ةلثملأاو ةيلاملا تاعقوتلا كلذ يف امب ،تامولعملا رابتعا بجي لاو .يلام رامثتسا يأب مايقلا ىلع عيجشت ةباثمب دنتسملا اذه يف ةدراولا تامولعملا نم ءزج يأ رابتعا نكمي لا .دنتسملا ةراشتساو بجاولا صرحلا ءادبإ رارق يأ ذاختا لبق نيرمثتسملا ىلع نيعتي كلذل .رمثتسم يأب ةصاخلا ةيرامثتسلاا تاجايتحلاا وأ يلاملا زكرملا وأ ةيدرفلا ةيرامثتسلاا فادهلأا رابتعلاا يف تامولعملا ذخأت لا .اهعيبب وأ ،اهئارشب وأ ،تاودلأا نم مل ام دنتسملا اذه اهنمضتي يتلا تامولعملا رشن قح ةدودحملا يبد كادسان كلمت .يلبقتسم ءادأ يلأ ًارشؤم قباسلا ءادلأا لكشي لاو تاودلأا وأ ةيلاملا قارولأا تلاوادت ءادلأ تانامض ةيأ رفوتت لا امك .، .رارق يأ ذاختا لبق نييلاملا مهيراشتسم .كلذل افلاخً صنُي

نإ ،اهلامتكا وأ اهتيقوت وأ اهتيقادصم وأ تامولعملا ةقدب قلعتي اميف تانلاعإ وأ تانامض

ّ

وأ ايلاحً

تايوتحملا لودج

6

يبد كادسان نع ةذبن ديهمت

7

يبد كادسان لوح ةمدقم

8

ةيلولأا ةماعلا تاباتتكلاا ايازم

9

يبد كادسان اهمدقت يتلا ايازملا

ةماع ةمهاسم ةكرش ىلإ لوحتلل ةيسيئرلا تاوطخلا ةيديهمتلا تاوطخلا

12

ةيلولأا ةماعلا تاباتتكلاا يف نويسيئرلا نوراشتسملا

13

ةكرشلا ةينهذ رييغت

14

تاكرشلا ةمكوح

يلوأ ماع باتتكلا ريضحتلا

15

ةماع ةذبن

15

يلولأا ماعلا باتتكلال ينمزلا لودجلا

16

يبد كادسان يف يلوأ ماع باتتكلا يميظنتلا راطلإا

17

قاوسلأا دعاوق :ةيلاملا تامدخلل يبد ةطلس يف ةعبتملا ةيلمعلا

18

باتتكا ةرشن دادعإ تابلطتم

21

لوادتلا لوبق :يبد كادسان تاءارجإ

22

لوادتلا لوبقو جاردلإا -يلولأا ماعلا باتتكلال ةمزلالا تادنتسملاب ةمئاق

23

ةيلاملاو ةيبساحملا تابلطتملا

24

نيرمثتسملا عم لصاوتلا

25

قيوستلاو نيرمثتسملا فيقثت

28

)س( ميظنتلاو )أ(144 ةدعاقلا -ةدحتملا تايلاولا يف تاباتتكلاا

29

صيصختلاو ريعستلا

32

هدعب امو باتتكلاا ذيفنتل ددحملا مويلا قوسلا يف لوبقلاو جاردلإا

32

جاردلإا دعب

34

ةجردملا تاكرشلا ىلع ةبترتملا ةرمتسملا تامازتللاا

39

اهتامدخو يبد كادسان تاجتنم

42

ةيفاضإ تامولعم ةقطنملا يف ةذفنملا ةيلولأا ةماعلا تاباتتكلاا نع ةذبن

43

ةرركتم ةلئسأ

45

تاحلطصملا

48

ةيفاضإ تاءارق

49

لاصتلاا تاهج

نع ةذبن يبد كادسان

نع ةذبن يبد كادسان

نع ةذبن يبد كادسان

اهب مايقلا بجي يتلا ةيلمعلا ماهملا ،ةوــطــخ ةوطخ ،ليلدلا اذــه لوانتي

نييعتب ا ءدب ،اهذيفنتل ةينمزلا لحارملا كلذ يف امب ،يبد كادسان يف باتتكلال

تامولعم ليلدلا اذه رفويو .هدعب امو جاردلإل ررقملا مويلاب ًارورمو ،نيراشتسملا

امك .ةلحرم يأ يفو فرط يأ دي ىلعو اهب مايقلا بجي يتلا تاوطخلا لوح ةلصفم

اهلوحت لبق ،يساسأ رمأ وهو ،ةكرشلا ةينهذ رييغت لوح ةميق حئاصن مدقي

ةمهاسم ةكرش ةرادإ نيب قرافلا كاردإ نيعتي ثيح ،ةماع ةمهاسم ةكرش ىلإ

هينعي امب ةصاخ ةكرش عم ةنراقم نيمهاسملا نم عسوأ ةعومجم اهكلمي

.تابلطتم نم كلذ

ً

ةيلاملا قوسلا هبعلت يذلا يويحلا رودلا ةدحتملا ةيبرعلا تاراملإا ةلود تكردأ

زربأ لثمتتو .ءاوس دح ىلع داصتقلااو تاكرشلا راهدزا يف ةمظنملاوَّ ةحجانلا

ىلإ ةصاخلا تاكرشلا لوحتل ةنضاحلا ةئيبلا ريفوت يف هجوتلا اذه تازكترم

تاسسؤملاو تاهجلا عم يبد كادسان تنواعت دقو ،ةماع ةمهاسم تاكرش

.دوشنملا فدهلا قيقحتل قوسلا يف نيلماعتملا كلذكو ةلوؤسملا ةيتاراملإا

،بسحف اهطاشن زيزعت ىلع كتكرش مهسلأ ماعلا حرطلا بساكم رصتقت لاو

يدؤيس يذلا رملأا يملاع يلام زكرمك ةقطنملا ومن يف ةكراشملا كل حيتت لب

.فيظوتلا صرف ةدايزو داصتقلاا طيشنت ىلإ هرودب

تاباتتكا تاراملإا يف ةكرش ةئملا قوفي امو ةيملاعلا تاكرشلا فلاآ تذفن دقل

نوكت امبر ،ةريثك ىرخأ تاكرش اهوذح وذحتسو ،ىضم اميف ةحجان ةيلوأ ةماع

.اهادحإ كتكرش

دادعإ يف اومهاس نيذلا ءاربخلاو نيراشتسملا ىلإ ركشلاب يبد كادسان هجوتت

متأ ىلع ،ءاربخلا ءلاؤه كلذكو ،يبد كادسان يف اننإف لاحلا ةعيبطبو .ليلدلا اذه

علطتنو .ةيلولأا ةماعلا تاباتتكلاا لوح مكتلاؤاست ةفاك نع ةباجلإل دادعتسا

اهتامدخ مدقت يتلا ةيملاعلا ةيلاملا ةصروبلا ،يبد كادسان يف مكلابقتسا ىلإ

.نييلودلاو نييميلقلإا نيرمثتسملل

ةلاكولاب يذيفنتلا سيئرلا

يلع دماح

ديهمت

،راسملا اذه كلست يتلا تاكرشلل ةديدع عفانمب ةيلولأا ةماعلا تاباتتكلاا يتأت

اهتروص زيزعتو ،اهيف نيمهاسملا جراختل ةليسو نمؤتو ،ليومتلا اهل رفوت يهف

ام ابلاغوً .اهحاجنو ةكرشلا ةيلاعف ززعت ةديشر ةمكوح ىلع ظفاحت امك .ةماعلا

مهأ تاكرش ىلإ تاكرشلا لوحت يف ايروحمً ًارود ةيلولأا ةماعلا تاباتتكلاا بعلت

.ةجردملا ريغ اهتلايثم ىلع قوفتت مظعأو

ةماعلا تاباتتكلاا بعلت .ةجردملا ريغ اهتلايثم ىلع قوفتت مظعأو 6

يبد كادسان نع ةذبن

يتلا ةيملاعلا يبد ئناوم ةكرش ،يبد كادسان يف ةجردملا تاكرشلا نيب نمو

تغلب 2007 ماعلا يف طسولأا قرشلا ةقطنم يف يلوأ ماع باتتكا مخضأ تذفن

تاصروب نيب تاجتنم ةعومجم عسوأ يبد كادسان مدقت .رلاود رايلم 4.96 هتميق

ةصروبلا ربتعت ،كوكصلا تاــجاردإ يف ةدئارلا اهتناكم ىلإ ةفاضلإابف ؛ةقطنملا

يف عسوتلل ططخت يهو مهسلأا تاقتشم يف لوادتت يتلا تاراملإا يف ةديحولا

صرف ريفوت ىلإ ةفداهلا اهتيجيتارتسإ قيبطتب رمتست اميف ،هريغو لاجملا اذه

.ةقطنملا يف نيرمثتسملاو نيردصملا تاجايتحا بكاوت ةديدج

يبد قوس ةصنم ىلإ لوادتلا تايلمع ديهعتب 2010 ماعلا يف يبد كادسان تماق

ةبسنلاب يــبد كادسان يف ةجردملا مهسلأا لوادــت ةيلمع لهس ام ،يلاملا

عم مهعمجو ،نويلم فصنلا نع مهددع ديزي نيذلا دارــفلأا نيرمثتسملل

عساو و دحوم زكترم نمض يــبد كادسان يف نييتاسسؤملا نيرمثتسملا

. ةلويسلل

يبد ةطلس ىلإ ةصروبلا يف جاردلإا ةطلس ،2011 ماعلا يف يبد كادسان تلقن امك

كلذ مهسأ ثيح ،ةيلودلا تاسرامملا لضفأ عم ىشامتي امب ةيلاملاّ

يف ةصروبلا يف مهتاكرش جاردإ نيردصملا ىلع لهسوّ جاردلإا ةيلمع طيسبت يف

.بسانملا تقولا

تامدخلل

دحلا ،2012 ماعلا يف ةيلاملا تامدخلل يبد ةطلس تضفخ هسفن قايسلا يفو

نويلم 50 نم لادبً رلاود نييلام 10 ىلإ ةجردملا تاكرشلل ةيقوسلا ةميقلل ىندلأا

كلذكو ،ةطسوتملاو ةريغصلا تاكرشلا مامأ لاجملا حتف ام ،قباسلا يف رلاود

.ةصروبلا يف جاردلإل ،ةيلئاعلا تاكرشلا

يبد كادسان لوح ةمدقم

ةقطنملل اهتامدخ مدقت اهعون نم ةديرف ةيملاع ةيلام ةصروب يه يبد كادسان

قرشلا يف تاكرشلا جاردإــب حمست ثيح ،ايسآ قرشو اــبوروأ برغ نيب ةعقاولا

نيرمثتسملل جوــلوــلا ليهست نع لاضفً يملاع يراجت مــسا تحت طــسولأا

لا يتلا ةلماكتملا ايازملا نم ةمزح نمض ،ءاوس دح ىلع نييملاعلاو نييميلقلإا

. ملاعلا وأ ةقطنملا يف ءاوس ىرخأ ةصروب يأ اهرفوت

كرويوين لثم ةيملاع تاصروب يف ةعبتملا كلت يهاضت ريياعم يبد كادسان دمتعت

يتلا ،ةيلاملا تامدخلل يبد ةطلسل ايميظنتً ةصروبلا عضختو .غنوك غنوهو ندنلو

رودلاب مايقلا اهلوخي ام ،ةيملاعلا ةيميظنتلا تاهجلا زربأ رارغ ىلع تسسأت

.تاسرامملا لضفأ قفو اهيف ةجردملا تاكرشلاو يبد كادسان ىلع يفارشلإا

يف اهناعضي اهتيكلم لكيهو يملاعلا يلاملا يبد زكرم يف يبد كادسان دجاوت نإ

يبد قوس ةكرش كلتمتو .ومنلا ةعيرسلا ةيلاملا قاوسلأل ةيتحتلا ةينبلا بلق

ثلثلا ةدودحملا يبد ةصروب كلتمت نيح يف يبد كادسان مهسأ يثلث يلاملا

يف تاصروبلا تاعومجم حجنأو ربكأ ىدحإ ،سكإ مأ وأ كادسان نأ املعً

.يلاملا يبد قوس يف مهاسم يه ،ملاعلا

،يقبتملا

ّ

ّ

لمعت يتلا ةيملاعلا ةيلاملا قوسلا نوكن نأ

قرشلا يف

طسولأا قرشلا لجأ نم

طسولأا

انلعجيس امم ةيلاملا قارولأا نم ةعونتم ةعومجم ريفوت

رطاخملا ةرادإو تاورثلا ةدايزل ةلضفملا ةصروبلا

ةيملاعلا ة صاقملا ريياعم لضفأب مازتللاا للاخ نم

ّ

ملقأتلا ةعيرس ةدايق | عادبإ | ةهازن

ةيؤرلا

ةلاسرلا

ميقلا

| ةهازن ةيؤرلا ةلاسرلا ميقلا تانيسحتلا ةفاضإ صاقتلا جذومن
| ةهازن ةيؤرلا ةلاسرلا ميقلا تانيسحتلا ةفاضإ صاقتلا جذومن

تانيسحتلا ةفاضإ صاقتلا جذومن ىلإ ةيوستلاو

رياني

هاجت ىلولأا ةوطخلا ةلويس ةعومجم قيقحت ديحوت :ةدحاو ةيميلقإ نمض نيتصروبلا يلاملا يبد قوس ةصنم

ويلوي

يف ةصروب لوأ قرشلا ةقطنم قلاطإب موقت طسولأا مهسلأل تاقتشم

ربمفون

ةصروبلا قلاطإ

ربمتبس

2012

2011

2010

2009

2008

2007

2005

 

ةطلس لقن ةطلس ىلإ جاردلإا تامدخلل يبد ةيلاملا

ربوتكأ

مهسلأا تاقتشم قوس ةزئاجب زوفي ةصروبلا يف ةلجلآا دوقعلا ملاع ةئف نمض تارايخلاو ”راكتبا لضفأ“

ربمفون

اهمسا رييغت يبد كادسان ىلإ

يبد ئناوم جاردإ للاخ نم ةيملاعلا يلولأا ماعلا باتتكلاا ةقطنم يف ربكلأا طسولأا قرشلا

ربمفون

يلولأا ماعلا باتتكلاا ةقطنم يف ربكلأا طسولأا قرشلا ربمفون 7

ةيلولأا ةماعلا تاباتتكلاا ايازم

ذخأ ومنلل اهتيجيتارتسإ دادعإ دنع اهيلع نيعتي هنأ ريغ ،ةديدع ليومت قرط ربع عسوتلاو ومنلا ةلصاومل مزلالا ليومتلا ىلع لوصحلا ةحجانلا تاكرشلل نكمي :اهنمو رابتعلاا نيعب يلولأا ماعلا باتتكلاا اهمدقي يتلا ايازملا فلتخم

نيفظوملا ءادأ

هنأش نم ام ،نيفظوملا ىلإ مهسأ ءارش تارايخ ططخ ميدقت نكمي .اهب ظافتحلااو تاءافكلا بذج ىلع ةدعاسملاو ءادلأا زيزعت

عفانم صخي اميف مهسلأا ءارش تارايخو بتاورلا نيب جزملا نكمي .ةدمتعملا ةيلودلا تاسرامملا قفو صاخ لكشب ءاردملا

رامثتسلاا نم جراختلا ةيجيتارتسإ

ىلع اهتمرب ةكرشلا عيب ةيجيتارتسإ تاكرشلا باحصلأ جاردلإا مدقي .كلذ يف اوبغر اذإ ليوطلا ىدملا

ىلإ اسايقً

لهسأ ةروصب ةيلعفلا اهتميقب اهعيب حيتي مهسلأا جاردإ .ةصاخلا مهسلأا

دادعتسلاا

بغرت لاو ةماع ةمهاسم تاكرش ىلإ لوحتلل ةلهؤم تاكرشلا لك تسيل :يلي امل دادعتسا ىلع اونوكي نأ تاكرشلا باحصأ ىلع .كلذ يف اهعيمج

يجيتارتسلاا ىوتسملا ىلع ءاوس ةكرشلا ةرادإ بولسأ يف تاريغتلا .ةيمويلا لامعلأا ةسرامم وأ

.ةكرشلا تاباسح نع ماعلا حاصفلإا

.ةكرشلا ةطشنأ نع رمتسملا ماعلا حاصفلإا

.ملاعلإاو نيمهاسملا تلاؤاست نع ةباجلإا

لاملا سأر ىلع لوصحلا

اهراهدزاو ةكرشلا عسوتل ليومت ردصم ددجلا نومهاسملا لكشي .نيدلا ىلإ ءوجللا نود نم

.ذاوحتسلاا تايلمع ذيفنتل اهعمج متي يتلا لاوملأا مادختسا نكمي

ةدايزل مهسلأا نم ديزملا رادصإ ،ةكرشلا رودقمب نوكي جاردلإا دعب .ليومتلا تارايخ عيونتو نيمهاسملا ةدعاق عيسوتو ليومتلا

.ةكرشلل ايعوضومً

امييقتً

جاردلإا رفوي

ةروصلا زيزعت

. مكتكرشل عسوأ ةيملاعإ ةيطغتو ربكأ ًاروضح جاردلإا رفوي

.نيفظوملاو ءلامعلاو ءاكرشلا ىدل مكتيقادصم جاردلإا ززعي

مكتكرش مضب رامثتسلاا فراصم يف ثوحبلا يللحم مايق ةيناكمإ ةطشنأ لوــح يــعوــلا ةداـــيز هنأش نــم اــم ،مهتيطغت لاجم نمض .نيرمثتسملا نيب مكتكرش

ةنيتم ةينب

،ةديشر تاكرش ةمكوحو ،لاعف ةرادإ سلجمب عتمتت ةجردملا ةكرشلا .ةميلس ةيلام لوصأو

هرودب ززعي ام ،حاصفلإاب اهمازتلا عم ةيفافش رثكأ ةجردملا ةكرشلا .ةكرشلاب ةماعلا ةقثلا

.ليوطلا ىدملا ىلع ةكرشلا تايناكمإ ديزت ةعمتجم ايازملا هذه

يبد كادسان نع ةذبن

ةلويسلا

ةلويسلا

ةدحاو لوادت ةصنم نمض ناتصروب

مضت يتلا يلاملا يبد قوس ةصنم ربع يبد كادسان ةصروب مهسأ لوادت متي

.نيتصروبلا يف ةجردم ةكرش 70 نم رثكأ

يلاملا يبد قوس يف نييميلقلإا دارفلأا نيرمثتسملا ةصنملا هذه عمجت

نييملاعلا نييتاسسؤملا نيرمثتسملاب نويلم فصنلا مهددع قوفي نيذلا

.ةريبك ةلويس رفوي ام ،يبد كادسان يف

ةبترملا ،يبد كادسان تاكرش ربكأ يهو ،ةيملاعلا يبد ئناوم ةكرش تلتحا

نيتصروبلا يف ةجردملا تاكرشلا ةفاك نيب تلاوادتلا ةميق ثيح نم ةعبارلا

.2011 ماعلا يف

قوس يعناصك ءاطسولا نييعتب ةجردملا اهتاكرشل يبد كادسان حمست

ةلويسلا ليهست هنأش نم ام ،ةقطنملا يف ةديدع تاصروب فلاخ ىلع كلذو

.اعمً ءارشلاو عيبلا رماوأ ءاطعإب

نيناوقلاو ةمظنلأا

نيناوقلاو ةمظنلأا

ةيميظنتلا ةهجلا ،ةيلاملا تامدخلل يبد ةطلس فارشلإ يبد كادسان عضخت

ةيلودلا ريياعملا قفو كلذو ،يملاعلا يلاملا يبد زكرمل ةرحلا ةقطنملا يف

.ةعبتملا

يبد زكرم نامكحي ناذللا يراجتلا نوناقلاو تاكرشلا نوناق نم لك دنتسي

عم ،يزيلجنلإا ماعلا نوناقلا ئدابم ىلإ ،يبد كادسان يلاتلابو ،يملاعلا يلاملا

.ةقطنملا تاجايتحا قفو امهفييكت

.ةقطنملا تاجايتحا قفو امهفييكت يبد كادسان اهمدقت يتلا ايازملا

يبد كادسان اهمدقت يتلا ايازملا

:اهنمو اهعون نم ةديرف ايازم يبد كادسان رفوت

ةنورملا

ةنورملا

نم ٪25 عيبب ءافتكلاا للاخ نم كتكرش ىلع كترطيسب ظافتحلاا ةيناكمإ

،كلذ يف تبغر اذإ ىلعأ ةبسن وأ جاردلإا دنع طقف اهمهسأ

ضعب

.اهيف ةجردملا تاكرشلا مهسأ نم ٪50 قوفي ام عيب ضرفت تاصروبلا

نأ املعً

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ماكحأ نأ لاإ( جاردلإا ةيلمع ىلع بناجلأا كلمتب ةصاخًادويق ةصروبلا ضرفت لا

.)تلااحلا ضعب يف قبطنت دق بناجلأا كلمت ديقت يتلا يتاراملإا نوناقلا

ّ

يذلا ،باتتكلاا رماوأ لجس بولسأ نيب ةلضافملا ةيناكمإ

رعسلا وأ ،يلولأا ماعلا باتتكلاا ذيفنت تقو يقوسلا اهرعس قفو مهسلأا

عيب نم كنكميِّ

.تباثلا

رادصإ اضيأوً

تاكرشلا باحصلأ حمست لا ىرخلأا تاصروبلا ضعب

،يلولأا ماعلا باتتكلاا يف ةصاخلا كمهسلأ يئزجلا عيبلا ةيناكمإ

ةديدج مهسأ

.يلوأ ماع باتتكا يف ةصاخلا مهمهسأ عيبب

نأ املعً

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يميلقلإاو يملاعلا يراجتلا مسلاا

يميلقلإاو يملاعلا يراجتلا مسلاا

.يملاعلا ىوتسملا ىلع كتناكم معدل ”كادسان“ مسا نم ةدافتسلاا

تلاوادت ماتخ وأ حاتتفا سرج عرق ةيلافتحا للاخ نم عساو يملاع روضح

قلامعلا ويديفلا جرب ىلع كتانلاعإ ضرــعو ،كرويوين ةنيدم يف كادسان

.ريوكس زميات يف كادسانب صاخلا

عقاوملاو لوادتلا ةصنم ىلع ةيراجتلا اهتملاعو ةكرشلا مسلا جيورتلا

.يلاملا يبد قوسو يبد كادسان نم لكلّ ةينورتكللإا

نيرمثتسملا عم لصاوتلا

نيرمثتسملا عم لصاوتلا

تاكرش لك قيرط نع نييملاعلاو نييميلقلإا نيرمثتسملا عم لصاوتلا

.ابيرقتً ىربكلا ةيملاعلا رامثتسلاا فراصمو ةيتاراملإا ةطاسولا

تاراملإا يبد كادسان يستوف“ رشؤم ىلإ ىربكلا تاكرشلا مامضنا ةيناكمإ

. نييلودلاو نييميلقلإا نيرمثتسملا باطقتسلا ممصملا ”20

فراصمو

ةصروبلا

اهمظنت

ةكراشملا

.ةيراشتسلاا تاسسؤملا نم اهريغو ةدئارلا رامثتسلاا

يتلا

نيرمثتسملا

تارمتؤم

يف

ةيسيئرلا تاوطخلا ةكرش ىلإ لوحتلل ةماع ةمهاسم

ةيسيئرلا تاوطخلا ةكرش ىلإ لوحتلل ةماع ةمهاسم

ةيسيئرلا تاوطخلا ةكرش ىلإ لوحتلل ةماع ةمهاسم

يلولأا ماعلا باتتكلاا نم ةركبم ةلحرم يف نيراشتسملا ءلاؤه نييعت لضفي

.ةسلاسب ةيلمعلا ريس نامضل كلذو ،ناكملإا ردق

مهفيظوت بولطملا نييسيئرلا نيراشتسملا نع اصخلمً

هاندأ لودجلا رفوي

.مهتايلوؤسم ىلإ ةفاضلإاب

ةيديهمتلا تاوطخلا

ةيلولأا ةماعلا تاباتتكلاا يف نويسيئرلا نوراشتسملا

ةعومجم نييعت يــلوأ ماــع باتتكا ذيفنت يــف ةبغارلا ةكرشلا ىلع نيعتي

نامضل ةمزلالا تاربخلاو ةفرعملا نوكلمي ةكرشلا جراــخ نم نيراشتسم

ةلخادتم نكل ةفلتخم ًاراودأ نوراشتسملا ءلاؤه بعليو ةحجان لوحت ةيلمع

كانه نوكي نأ مهملا نم .ةكرشلا عمو ضعبلا مهضعب عم نونواعتيامك

.مهرايتخا متي نيذلا نيراشتسملا نيب مهافت

مﻮﻘﻳ

نورﺎﺸﺘﺴﻤﻟا

ﺔﻓﺎﻛ ءﺎﻔﻴﺘﺳﺎﺑ نﻮﻴﻧﻮﻧﺎﻘﻟا

ﺔﻴﻤﻴﻈﻨﺘﻟاو ﺔﻴﻧﻮﻧﺎﻘﻟا تﺎﺒﻠﻄﺘﻤﻟا

ﺔﻣﺎﻌﻟا تﺎﺑﺎﺘﺘﻛﻻا ﺬﻴﻔﻨﺗ ﺔﻴﻠﻤﻋ ﻲﻓ

فرﺎﺼﻣ ﻰﻟﻮﺘﺗ

ةدﺎﻴﻗ رﺎﻤﺜﺘﺳﻻا

تﺎﺑﺎﺘﺘﻛﻻا ﺬﻴﻔﻨﺗ ﺔﻴﻠﻤﻋ

.ﻞﻜﻛ ﺔﻴﻟو ا ﺔﻣﺎﻌﻟا

ةﺪﻋﺎﺴﻤﻟا ،ﺎﻬﻣﺎﻬﻣ ﻦﻴﺑ ﻦﻣو

ﺔﻠﻛﻮﻤﻟا مﺎﻬﻤﻟا ﻦﻴﺑ ﻦﻣو .ﺔﻴﻟو ا

ﺳ ا ﺘ ﺜ ف ﻤ ﺎ ﺮ ر ﺼ ﻣ ﻼ ﻋ ﻗ ﺔ
ا
ف
ر
ت
و
ةﺬﻔﻨﻤﻟا ﺔﻛﺮﺸﻟا
ﻲﻟو ا مﺎﻌﻟا بﺎﺘﺘﻛﻼﻟ
ً
ر
ر
ا

ﺔﻛﺮﺸﻟا ﻖﻳﻮﺴﺗ ﻲﻓ

ةﺮﺸﻧ ﻦﻣ ﻖﻘﺤﺘﻟا ،ﻢﻬﻴﻟإ

ﻚﻟﺬﻛو ﻦﻳﺮﻤﺜﺘﺴﻤﻠﻟ

ﺔﺻرﻮﺒﻟا ﻊﻣ ﻞﺻاﻮﺘﻟا

.ﻢﻈﻨﻤﻟاو

ﻲﻓ ةﺪﻋﺎﺴﻤﻟاو بﺎﺘﺘﻛﻻا

.ﻲﻧﻮﻧﺎﻘﻟا ﺐﺟاﻮﻟا صﺮﺤﻟا

نﻮﺒﺳﺎﺤﻤﻟا ﻢﻋﺪﻳ

نﻮﻌﻓﺮﻳ ﻦﻳﺬﻟا

فﺮﺼﻣ ﺮﻳرﺎﻘﺘﻟا

ﺎﻀﻳأو رﺎﻤﺜﺘﺳﻻا

تﻻﺎﻛو ﻞﻤﻌﺗ

ﺔﻣﺎﻌﻟا تﺎﻗﻼﻌﻟا

،ﺔﻛﺮﺸﻟا ةرﻮﺻ ﻰﻠﻋ

ﻂﻴﻄﺨﺗ ﺎﻬﻣﺎﻬﻣ ﻦﻤﻀﺘﺗو

ﺬﻴﻔﻨﺗ ﻲﻓ ﺔﻛﺮﺸﻟا

ﺔﻄﺸﻧ او ﺔﻴﻣﻼﻋ ا تﺎﻗﻼﻌﻟا

ﺔﻴﻤﻴﻈﻨﺘﻟا ﺎﻬﺗﺎﻣاﺰﺘﻟا

فﺪﻬﺘﺴﺗ ﻲﺘﻟا ﺔﻴﻘﻳﻮﺴﺘﻟا

صﺮﺤﻟا ﻲﻓ ةﺪﻋﺎﺴﻤﻟﺎﺑ

.داﺮﻓ ا ﻦﻳﺮﻤﺜﺘﺴﻤﻟا

.ﻲﻟﺎﻤﻟا ﺐﺟاﻮﻟا

.يلاملا ريدملاو يذيفنتلا ماعلا ريدملا ىلع يمويلا طغضلا فيفخت نع لاضفً

لثملأا رايخلا امه نيرمثتسملا تاقلاع لوؤسم وأ ةيجيتارتسلإا سيئر ربتعيو

.بصنملا اذه يلوتل

رابك دــحأ نييعت ىــلإ يــلوأ ماــع باتتكلا ريضحتلا دنع ةكرشلا ردابت نأ بجي

ةعومجملل يمويلا يسيئرلا قسنملا رودب مايقلاو ةيلمعلا ةرادلإ اهيلوؤسم

تارارــقــلا ذاــخــتا ةيلمعو ةــطــشــنلأا طــسـّ ـبــي نأ هــنأــش نــم اــم ،ةــيراــشــتــسلاا

ةماع ةمهاسم ةكرش ىلإ لوحتلل ةيسيئرلا تاوطخلا

يف ةعوبطم ةماع ةمهاسم ةكرش ىلإ لوحتلا نع ةئطاخلا راكفلأا ضعب كانه

.اهحيحصت نم دب لاو حلاصملا باحصأ نم مهريغو تاكرشلا يسسؤم ناهذأ

:راكفلأا هذه نيب نمو

ةرحلا مهسلأا نم ىندلأا دحلا لضفب : ةكرشلا ىلع ةرطيسلا نادقف

،ةكرشلا مهسأ نم طقف ٪25 ةبسن ةداعً غلابلاو يبد كادسان هب حمست يذلا

،جاردلإا دعب مهتاكرش ىلع مهترطيسب ظافتحلاا تاكرشلا باحصأ ناكمإب

ىلع طرتشت يجيلخلا نواعتلا سلجم لود يف ىرخأ ةديدع تاصروب نأ املعً

.اهمهسأ نم ٪50 ةبسن قوفي ام حرط تاكرشلا

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حوضو نم مغرلا ىلع :اتقوً قرغتسي لا يلوأ ماع باتتكلا دادعتسلاا

لاإ يلولأا ماعلا باتتكلاا ةيلمع

نوكت نأ لبق ةيلمعلا هذه ضوخل ةأيهم اهنأّ تاكرشلا

قيرط نع ،يلولأا ماعلا باتتكلال فاكٍ لكشب طيطختلا مهملا نم ،يلاتلاب

ةكرش نم لوحتلل اهثادحإ بجاولا تارييغتلا ةهجاومل ةكرشلا ريضحت

لبق ذيفنتلا عضوم تارييغتلا هذه عضو مث نمو ،ةماع ةكرش ىلإ ةصاخ

.يلولأا ماعلا باتتكلاا ةيلمع ضوخ

.اهل ةدعتسم لاعفً

ضعب نظت دق .تقولا ضعب قرغتست دق اهنأّ

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يأ ريدم وأ بحاص رودقمب :ديقعتلا ديدش يــلولأا ماعلا باتتكلاا

بسانم لكشب ريضحتلا يفكي ثيح ،يلوأ ماع باتتكا ذيفنت ةحجان ةكرش

راتس ةلازلإ ةيلاع تاءافكب نوعتمتي جراخلا نم نيراشتسمب ةناعتسلااو

اهنم لك ،تاوطخ ةعومجمب هبشأ ةريخلأا هذهف .جاردلإا ةيلمع نع ةبيهلا

.ةلوهسب قيقحتلل لباق

ةيلولأا ةماعلا تاباتتكلاا ضفخت :ةفلكتلا ظهاب يلولأا ماعلا باتتكلاا

،ىرخلأا ليومتلا لئاسو عم ةنراقملاب ،ليوطلا ىدملا ىلع لاملا سأر ةفلكت

لااومأً رفوي نأ هنأش نم ةماع ةكرش ىلإ ةصاخ ةكرش نم لوحتلاف يلاتلابو

.ةبترتملا موسرلا باستحا دعب ىتح ،ةكرشلا ىلع ةلئاط

مهلأا رابتعلاا :طقف ىربكلا تاكرشلا بساني يلولأا ماعلا باتتكلاا

ذيفنت نكمي هيلعو ،اهمجح سيلو ةكرشلا ةيعون وه يبد كادسان ىدل

10 ةكرشلل ةيقوسلا ةميقلا تناك اذإ يبد كادسان ربع يلوأ ماع باتتكا

تاكرشلا نم اهريغو ،ةريثك ةيلئاع تاكرشل حيتي ام ،رثكأ وأ رلاود نييلام

.ةوطخلا هذهب مايقلا ةريغصلاو ةطسوتملا

ماع باتتكا يف ةصاخلا مهمهسأ عيب تاكرشلا باحصلأ قحي لا

ةصاخلا مهمهسأ عيبب نيدوجوملا نيمهاسملل يبد كادسان حمست :يلوأ

نوكت نأ طرتشت ةدع ةيميلقإ تاصروب فلاخ ىلع ،يتاذلا ليومتلا فدهب

.ةديدج يلولأا ماعلا باتتكلاا مهسأ

ةكرشلا ةينهذ رييغت

ةمزلالا تادادعتسلااب مايقلا انم يأ ىلع نيعتي املثمف ،امامتً دارفلأاك تاكرشلا

ةيلمع يأ ةرادإ ىلع دعاسي امب انتايح طمن ىلع أرطت تارييغت يأ ةهجاوم يف

ىلإ يدؤي يلاتلاب و ،رييغتلا اذهل ةقفارملا تايدحتلا ةهجاومو لاعف وحن ىلع رييغت

ربتعيو ،تارييغتلل دادعتسلاا اضيأ تاكرشلا ىلع بجي ،حاجنلا نم ةيلاع تايوتسم

ةمهاسم ةكرش ىلإ لوحتلا يأ ،يلوأ ماع باتتكا قيرط نع ةصروبلا يف جاردلإا

. ةكرشلا ةريسم يف لصحت يتلا تاريغتلا مهأ دحأ ،ةماع

ةدعاق لابقتسا ىلع وأ جاردلإا دعاوقب ديقتلا ىلع جاردلإا ةيلمع حاجن دمتعي لاو

يف يرذج رييغت ىلع اضيأً موقي وه لب ،بسحف اقاطنً عسوأو ةديدج نيرمثتسم

،امهكولسو ايلعلا اهترادإ ىلعو اهترادإ سلجم ةبراقم ىلع رثؤي ام ،ةكرشلا ةينهذ

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