United Arab Emirates Takeover Guide

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1 United Arab Emirates Takeover Guide Contact Sameer Huda and Ahmad Sergieh Hadef & Partners

2 Contents Page THE REGULATORY FRAMEWORK FOR TAKEOVERS 1 CONTROLS ON FOREIGN INVESTMENTS 1 FREE ZONES WITHIN THE UAE 2 TAKEOVER CONTROLS 2 FINANCIAL ASSISTANCE 2 MATTERS OF TAXATION 3 DUTIES OF DIRECTORS 3 LEGAL STATUS OF SHARES IN THE UAE 4 PUBLIC ACQUISITION 4 DISCLOSURE REQUIREMENTS 4 TAKEOVER DEFENCES 5 PRIVATE ACQUISITIONS 6 CONCLUSION _2_ takeover guide - united arab emirates

3 THE REGULATORY FRAMEWORK FOR TAKEOVERS Stock markets are relatively new in the United Arab Emirates ( UAE ). The Dubai Financial Market ( DFM ) opened for trading in March, 2000, followed by the Abu Dhabi Stock Market ( ADSM ), which commenced operations in November, The regulatory framework that governs these markets is still evolving. As a result, no comprehensive Takeover Code has yet been developed in the UAE. Nasdaq Dubai, which was formerly known as the Dubai International Financial Exchange has been operating in the Dubai International Financial Centre since The DFM and ADSM list onshore UAE companies (companies not incorporated in the free zone areas of the UAE). Nasdaq Dubai lists companies incorporated in various jurisdictions, however, Nasdaq Dubai is regulated by the Dubai Financial Services Authority ( DFSA ). Takeover transactions as relates to onshore companies are governed by various rules that can be found in the Regulations promulgated by the UAE s Securities & Commodities Authority ( SCA ), which serves as the UAE s primary regulator of the DFM and ADSM securities markets. The SCA is an independent legal authority charged with the achievement of several diverse goals. The SCA Regulations aim to protect investors and ensure the stability of the financial system in the UAE. Particular emphasis is placed on the assuring of true transparency of the UAE s securities markets and, thus, the maintenance of a level playing field among all actual and prospective investors. In addition to the SCA s Regulations, both the DFM as well as the ADSM are each selfregulating organisations in that they have established their own listing rules, settlement procedures, and a variety of other rules that act to supplement the primary Regulations imposed by the SCA. The markets are permitted to individually adopt provisions that are more, but not less, restrictive in nature than the requirements established under SCA s Regulations. Non-compliance with either SCA Regulations or the rules of the individual markets themselves may result in the imposition of monetary sanctions, fines, and other various available remedies such as court orders. Various rules in the Federal Law No (8) of 1984 concerning Commercial Companies ( Commercial Companies Law ) apply to takeover transactions, especially in private acquisition deals. CONTROLS ON FOREIGN INVESTMENTS The United Arab Emirates imposes a number of restrictions on foreign investors. The Commercial Companies Law requires that at least 51% of all UAE limited liability companies be owned by nationals of the UAE on the basis, a maximum of 49% of the UAE company is owned by a foreign investor. UAE companies can be 100% owned by investors from the six countries that comprise the Gulf Co-operation Council ( GCC ). This requirement extends to limited liability companies, closed companies, and joint stock companies. In addition, UAE or GCC nationals, according to the Commercial Companies Law, must represent the majority in the Board of any company incorporated in the UAE. In the UAE a substantial number of companies do include in their Memorandum of Association a provision that stipulates that shares shall only be owned by UAE nationals. Companies that carry out certain activities may also have further restrictions in addition to those stipulated under the Commercial Companies Law. As an example, Federal Law No. 19 of 2006 from the Ministry of Economy and Planning, amending its Article 11, provides as follows: _2_ takeover guide - united arab emirates page 1

4 "Insurance companies incorporated in UAE or to be incorporated in UAE shall have the form of Joint Stock Companies. All shares shall be nominal shares and at least 75% of the share capital will be owned by UAE national natural persons or by juridical entities wholly owned by UAE national shareholders." Finally, it should be noted that foreign investors are not subject to any foreign exchange or investment control in the UAE. FREE ZONES WITHIN THE UAE The purpose of free zones in the UAE is to provide economic spaces within which market-oriented activities provide an alternative to non-free zones which are subject to restrictive laws and cover all other parts of the UAE and the GCC region. Economic spaces designated as free zones are empowered to make their own rules and regulations. Enterprises set up in free zones are considered "offshore", that is, beyond UAE boundaries from a legal perspective. Nevertheless, these free zones generally follow UAE civil and commercial laws, save and except in most cases for the Commercial Companies Law. The main distinguishing feature of companies that are incorporated in the free zones is that many of the restrictions otherwise imposed by, for example, the Commercial Companies Law, do not apply to the free zone companies. There are a number of free zones in the UAE in which foreigners are allowed to own up to 100% of companies domiciled there, but the activities of these companies are subject to certain restrictions. The number of shareholders in free zone companies is limited, and the maximum number of shareholders per company varies from one free zone to the other. TAKEOVER CONTROLS According to SCA Regulation No. 3/2000, relating to Disclosure and Transparency, every natural or juristic person that wishes to purchase 20% or more of any listed company in the UAE shall notify the market (that is, the DFM or ADSM) before it places the purchase order for execution on the floor. The markets are empowered to refuse such offers, after consulting with the SCA, if they believe that the offer would prejudice the interests of the national economy. Financial institutions and banks are required to obtain the approval of the Central Bank whenever they intend to enter into a transaction that would lead to their ownership of 5% or more in a listed company in any market in the UAE. FINANCIAL ASSISTANCE There is no concept of financial assistance in the UAE. The UAE law does not specifically deal with the issue of a company incorporated in the UAE assisting in the acquisition of shares in itself or its holding company. Under the Commercial Companies Law, unless limited by the constitution, directors have full authority to represent and bind a company provided their actions are corroborated by stating the capacity in which they act. However, unless permitted by the constitution, directors need advance shareholder approval to: conclude loans exceeding three years; sell or mortgage company real estate or premises; _2_ takeover guide - united arab emirates page 2

5 write off or absolve or compromise debts; agree to conciliation or arbitration; conclude company contracts for a director's own benefit; or participate in another business substantially the same as the company's. MATTERS OF TAXATION The UAE s taxation regime is prone to notable shifts as fiscal legislation is subject to frequent examinations in order to reflect fluctuating market conditions. This can occur, for instance, with respect to transfer taxes since, at present, the UAE does not impose any stamp duty; tax deductions which are non-existent for the time-being in the UAE; and thin cap rules which only affect the banking and insurance industries. Indeed, in these two industries, the rules pertaining to minimum capitalisation and debt/equity ratios are frequently amended. DUTIES OF DIRECTORS Duties to the company Directors are expected to have a positive role in the management of the company, as they owe a fiduciary duty to the company. In addition, if a director fails to attend the board meetings for three consecutive meetings without a justifiable excuse, then this act will constitute a deemed resignation from the board. Directors are also prohibited from having any involvement in a business which competes with the business of the company, including taking part in trading activities on their own account. Directors are also required to notify the board if they have any conflicting interests with those of the Company. Duties to shareholders Directors are subject to shareholders scrutiny over their decisions, and shareholders can dismiss directors via the general assembly. Directors owe a duty to the company s shareholders for all acts of fraud, abuse of power, violations of the law and the company s articles and other governing instruments, and general mismanagement of the enterprise. Duties to employees The law is silent as to the directors duties towards employees. Duties to creditors Directors owe a duty to third parties which includes creditors for all acts of fraud, power abuse, and violations of the law and the company articles, as well as general mismanagement of the corporation s business and financial affairs _2_ takeover guide - united arab emirates page 3

6 Liability of directors Directors may incur: civil liability for negligent performance of their duties; and/or criminal sanctions for violations of specific requirements concerning the organisation and operation of the company. LEGAL STATUS OF SHARES IN THE UAE The UAE Commercial Companies Law No. 8/1984 states specifically that in Private and Public Joint Stock Companies, all issued shares shall have the same rights and equal liabilities. Thus, issuing non-voting shares is not permitted under UAE law. The same rule applies to Limited Liability Companies. Companies incorporated in free zones may not generally issue shares of more than one class. However, some free zones companies, such as the Dubai Technology and Media Free Zone, allow different classes of shares with the relevant authority's approval. PUBLIC ACQUISITION The UAE lacks any comprehensive code that regulates takeover transactions. Therefore, the form of offer can consist of cash, securities, or a combination of both. Due to the absence of a takeover code in the UAE, there are no separate sets of rules that are directed toward takeovers. However, the main condition that is imposed by SCA Regulations is the need to obtain the approval of the director general of the market on which the target is listed for transactions that aim at acquiring more than 20% of any listed company. The director general of the market can, after consultation with the Authority, prohibit the transaction if in his opinion it prejudices the interests of the national economy. There is no condition that the offer must cover the whole share capital and equity related securities giving access to the share capital, that is the concept of mandatory offer is not recognised in the UAE. Financial institutions and banks are required to obtain the approval of the Central Bank whenever they intend to enter into a transaction that would lead to them owning 5% or more in a listed company in the market. Timing and procedure Due to the absence of a dedicated takeover code in the UAE there are no set timing requirements for takeover transactions. The only procedural requirement is the approval of the director general of the market upon which the company is listed. DISCLOSURE REQUIREMENTS Buyers in the DFM must disclose their ownership in a listed company if it reaches a 5% threshold. This threshold is reduced with respect to companies listed in the ADSM to 3%; the market also requires disclosure of any buying or selling of 1% over the 5% DFM threshold or 1% over the 3% ADSM threshold. In addition, any buyer that owns a 10% or more interest in the shares of a Parent, Subsidiary, Affiliate, or Allied Company of the company listed in the market shall immediately notify the market authority thereof _2_ takeover guide - united arab emirates page 4

7 The SCA regulations impose an affirmative disclosure obligation on all companies by requiring that all material information that can influence the market price of the company be disclosed promptly. This would include a friendly takeover agreement, as such information will most likely have an impact on market prices. TAKEOVER DEFENCES The fact that there is no takeover code in the UAE leaves the question as to whether various takeover defences are legally enforceable or not subject to the general provisions of the Commercial Companies law. Frustrating action Since nothing under general UAE law governs frustration actions, the approval of shareholders to have any frustrating action carried out against an offer is not required, provided the offer has not yet been tendered. This rule, of course, does not apply to any planned frustrating action that is specifically mentioned in the Commercial Companies Law as one of those actions subject to prior shareholder consent. Defence measures Companies based in the UAE may take measures specifically designed to frustrate potential bids, provided such measures are not inconsistent with the general law of the land. Whether or not a particular defence measure is legally acceptable or not depends on the specific circumstances of the case. Poison pills The extent to which a company based in the UAE may, through various schemes, render the value of its share capital prohibitively expensive in order to oppose a bid, hinges upon whether or not such action is in the company s interests. This rule is based on the same principle requiring the directors of a company to act in the best interests of the company. Limits on shareholders voting rights UAE law does not allow attempts to limit, through the Articles of Association, the effective voting rights of any particular shareholder owning, say, 50% or more of the shares in a company. Absence of cross-ownership Limitations The UAE does not impose limits on reciprocal shareholding. In other words, the UAE does not regulate the extent to which companies may be shareholders in each other. Squeeze-out procedures The concept of a squeeze-out is not recognised under UAE law, and therefore the bidder cannot force a "squeeze-out" of the minority from the company. This means that partial takeovers are permitted and the minority shareholders have no legal remedy if a new major shareholder enters the company except to accept the new ownership structure or sell their shares in the market without having the ability to oblige the major shareholder(s) to acquire the minority stake in the company _2_ takeover guide - united arab emirates page 5

8 PRIVATE ACQUISITIONS An acquisition of a target business in the UAE can be achieved either by buying the shares in the company, or the assets which make up that business. The choice will depend on a number of factors. Procedural requirements applicable to the sale of company property and shares There are requirements to be followed in a transfer of company property, including the need to provide notice thereof and to have the related documents reviewed and recorded by a Notary Public. In the UAE, a Notary Public is not only empowered to examine such documents but also to reject them in cases where they do not entirely conform to relevant UAE legal requirements. These procedural requirements apply across the UAE, including any free zone other than the DIFC, pursuant to laws such as Federal Law No. 18 of 1993, as amended. As a result, every piece of real estate owned by a company being bought out is required to be conveyed by documentary transfer of title. Other types of company assets, such as moveable equipment, must be conveyed by transfer of possession. Furthermore, under Article 45(1), in order to purchase a company s assets, the buyer must cause an abstract of the contract of sale to appear in two Arabic dailies of the country where the contract was executed. The second publication of the contract must occur within seven days of the first, in order to afford creditors sufficient opportunity to file objections to the contract within ten days from the second publication. Under specific circumstances, expiry of the notice period occurs sixty days following the last publication. The shares of a company represent the ownership of its assets. However, contrary to other types of company assets, where a company s shares are acquired, they are transferred as a whole and there is no need to transfer each share individually. In other words, the entire registration of the private company is transferred into the name of the purchaser, subject to local law requirements, and there is no need to register the transfer of each share. Nonetheless, one needs to be aware of the cumbersome procedures followed in the UAE as regulatory consent is required and documentation needs to be notarised. Stamp duty that needs to be paid is relatively nominal and it is based on the value of the transaction, with an upper limit of 10,000 Dirham in Dubai. Further, the local regulator s (including in the free-zones) consent is needed before commencing any transfer of the shares. Also, any of the company s current trading agreements that do not expressly provide for cancellation or change of control, remain in force (subsequent to the assignment of shares). Legal effect of a private acquisition on the status of employees Where the private acquisition of a company occurs, the employees, other than foreign workers, follow the company into the hands of the acquirer. Since in the UAE, foreign workers are necessarily sponsored, the transfer of a foreign worker s sponsorship to a new employer is generally not allowed under the combined effect of Federal Law No. 13 of 1996, and of Ministerial Order No. 13 of This is despite the fact that the employer is still the company as the sponsorship is an additional requirement for foreign workers in the UAE, hence a new application needs to be made to the relevant authorities. However, there are limited circumstances under which exceptions to this rule are permitted. Ministerial Order 1991 governs these exceptional cases by determining the conditions which an employee must meet to be considered transferable. These conditions require mainly compliance by the foreign worker with specific procedural and documentary modalities set out in Ministerial Order The foreign worker s inability to meet these conditions bars him from transferring his sponsorship and, consequently, his passport will be subject to a six-month suspension _2_ takeover guide - united arab emirates page 6

9 Only foreign workers who are recognised, for instance, as part of a professional or senior management category may avoid the six-month suspension. For those foreign workers unable to avail themselves of this limited exception, the only solution is to enter into a new employment contract using the prescribed form to be filed with the Ministry of Immigration and Labour. The form must clearly show the name of the new employer. The basic prescribed contract form is usually further detailed by international companies by way of an additional contract of their own making which contains clauses in line with international usage. As for UAE nationals whose employment is transferred to a new employer as a result of the acquisition of the company s shares, their employment continues uninterrupted, since no legal procedure for employment transfer applies to them. CONCLUSION We understand that the regulator in the UAE is in the process of drafting a comprehensive takeover code to fill the existing regulatory gap and to ensure that investors are offered a more protective environment. The current regulatory framework for takeover transactions is still undeveloped and the only existing requirement, other than disclosure requirements, is limited to the need to get officials consent _2_ takeover guide - united arab emirates page 7

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