How an investment memorandum is shared under NDA, and what "qualified investor" means in practice

Why returns are not on the website

Securities rules in Canada, the UAE and most markets restrict how investment opportunities may be promoted to the public and to whom. A holder that published yields and minimum tickets on an open page would be making a public offer it is not licensed to make. So the public page carries names and one neutral line each, and the detail goes to people who have confirmed they are qualified or professional investors, under NDA.

That is the practice behind the group's opportunities page, and it is the reason the earlier brochure figures are not reproduced on this site.

What a memorandum contains

1. The opportunity in one page: what it is, where, who is behind it.
2. The structure: the entity an investor would hold, the instrument (equity, debt, units), the rights attached.
3. The terms: amount sought, pricing, timetable, use of proceeds.
4. The asset or business: the numbers, the market, the contracts.
5. The parties: sponsor, manager, advisers, auditors, lawyers.
6. The risks, in plain language.
7. The process: how to proceed, which documents to sign, who executes.

A memorandum without a risk section, or with returns on the cover and the structure in an appendix, tells you how it was written.

From interest to the document

1. Interest: you name the mandate (AF-01 to AF-08) and say who you are.
2. Suitability: a short confirmation that you are a qualified, accredited or professional investor under the rules that apply to you, and that the opportunity type suits you.
3. NDA: signed by your entity.
4. Memorandum: shared with you, usually through a data room or as a numbered copy.
5. Questions: a call with the sponsor and the holder.
6. Your advisers: your lawyer, accountant and, where you use one, your licensed adviser review it. The group does not give investment advice; lawyers, bankers and escrow agents execute.

Whose rules shape this

In Ontario, the Ontario Securities Commission administers the rules on who may be offered securities without a prospectus and how. In Dubai, the Securities and Commodities Authority regulates onshore securities, the Dubai Financial Services Authority regulates the DIFC, and the Financial Services Regulatory Authority regulates ADGM in Abu Dhabi. Real estate brokerage in Dubai is licensed by the Dubai Land Department through RERA. The group's companies hold the licences stated on the questions page; which regulator applies to a given memorandum depends on the structure and the investor's location, and the memorandum says so.

Sources

• Opportunities page and its disclaimer
• Ontario Securities Commission
• Dubai Financial Services Authority
• Securities and Commodities Authority, UAE