this movie gave a very bad reputation to the stock market this guy with a tweet and changed the price of one stock IPO this is how the companies go from being private to public IPO initial public offering or it's probably overpriced over the past 5 years the UAE have seen a significant number of companies going from private to public listing in stock markets like dfm and adx the UAE is becoming a global hub for IPOs and capital markets driven by a bold government initiatives and key players in the legal field today my guest is Ahmed Ibrahim the managing partner of Ibrahim N Partners The Man Behind a significant amount of landmark IPOs over the last 3 years ibrahima Partners LED 18 IPOs helping companies going public ahed ibraim has been very instrumental in shaping the capita Market join the conversation today to learn about the capita Market journey in the UA good morning and uh thank you so much for coming Ahmed thank Ahmed thank you so much for the invite uh you're one of the most established and successful lawyers in the UAE and uh those who don't know you in the market probably have no idea about the corporate structuring and the capital markets and the IPOs so I understand very well that there's a lot of um fresh graduates and students who are watching us among our audience and for this I would like to ask you can you please give us in a very brief way uh a glimpse of your journey as a lawyer when did you start where did you study and uh how did you get to where you are today no thank you so much and it's pleasure meeting you and the audience so first of all I'm I'm a graduate from the English Law School in uh in the KY University and then I I uh continued doing my llm in the uh University of London UCL and Queen Mary uh I assumed uh different roles whether it's in-house roles or uh Private Practice I acted as the legal council of semic uh Egypt uh I was a local partner TR and hamlins then I moved here to the uee probably after the Arab Springs hit the uh Egyptian uh Market back in uh late 2011 starting 2012 and uh I joined it tamian partners and I made it up to to become one of the equity Partners in inimi and I established the equity Capital markets and uh probably since 2014 or maybe since the global financial crisis until now I was lucky enough to lead almost all the IPOs that happened in in in the UA maybe with a very few handful uh exceptions uh it was a nice journey I think I can say when it comes to Capital markets I'm made in the UE uh and it's really a pleasure to uh to have this journey here in in the U whenever I hear the the term IPO I remember a joke from one of my friends who an a Swedish uh asset manager uh every time I tell him what do you think of this IPO that IPO he always referred to me he always say it's probably overpriced that's what it stands for but for us is is a is a completely different uh expression I guess it is different but I think this joke touches upon one of the key elements of any successful IPO which is primarily the pricing pricing uh will pretty much determine the marketpl particularly post the IPO and it's very important to have a a proper pricing to each IPO because this will set the tone for the next IPO if we have a proper pricing this means that investors will make money will make profits on the IPO which means that the following IPO people will be even more encouraged to participate in the next IPO if we have a little bit of a wrong pricing and people lose money then this will pretty much affect the market sentiment for the following IPO so it's very important for any IPO candidate just to have a proper pricing just to make sure of you know sustainability of the equity Capital markets going forward because you only need one failure IPO to can easily shake the market so pricing is very important and is it something that uh that the the regulator takes care of very much like the audit how the prices is is going toh to be submitted the market for example no pricing in IPOs is a little bit more complicated than this and Regulators shouldn't actually get involved in this and this is according to the international best practice if we look at London Stock Exchange New York Stock Exchange shangai or or Hong Kong regulator never actually intervene in how or in the pricing of the IPO but somehow they get a little bit of insight about the formula how the pricing will be made and this has been made recently by a new uh update taking place by the Securities and commodities Authority before uh talabat IPO which took place last December in 2024 the regulator had no visibility on what Bankers used to do with investors but during the IPO of tbat uh the regulator decided to have a little bit of of handson to have more insight about what's taking place between Banks and investors and starting from talabat IPO the regulator imposes a new requirements uh on the banks to share with them who are the investors that are being reached out to what is the feedback of the key investors uh what are the presentation being shared with the investors whether it's early look Deep dive or PD including the major 50 uh uh uh investors that have been reached out to get their feedback on the on the pricing so now the pricing of the IPO is based on a book building process and book building process in in a nutshell means that Bankers will go out to uh investors during the root show and they collect orders so we have x y and Zed Mr X will say I will pay this amount as a price and I will place an order for 100 shares and with this price I'll pay 80 80 80 shares and with this price I will put 50 shares and then when they build the book and that's why it's called book building when they build the book with all investors appetite with different prices and different tickets then they come to the sweet spot where it will have to meet the offer size and the optimum pricing so it is a very complicated uh uh uh pricing methodology it's based on investors appetite so no one would touch it it gives you a little bit of a reflection how investors would typically uh price and value your company talking about the surge in the IPOs in the UAE in the last few years um what triggered it what exactly triggered this uh number of IPOs and why now you'll be surprised from the answer this has all boils down to crisis management and crisis started with the covid pandemic the way the uee managed the covid pandemic was a completely GameChanger which actually put the whole GCC as the new Europe so if you can if you may recall how the uee manage the whole crisis how they strike a balance between the National Health Care stable economy and the well-being of of people how they engaged with uh general public the vaccine roll out if you look if you may recall the the the the restrictions on and uh on travel so when you put all of this together probably we were one of the first countries to get out of the co Pand pic which put us ahead of Europe so now and I think I think it was like ahead of the world like Dubai was only open place during summer of 2020 exactly the the heavy Reliance on AI and people are working remotely the the general work environment the flexibility of the uh government employees to including litigation yes court cases used to take place online incl ining expert uh uh sessions it it was actually phenomenal how quickly this happened exactly I remember those days when after a few weeks lawyers were considered uh of uh with to to get an exception that they are able to move aside from other uh public or private companies were working and immediately everybody switched to the uh online meetings and immediately the court automatically it was really 100% And if you if you take a look for example in 2019 and you say you know can we do all of what actually happened in 2020 and 2021 say no you're joking yeah but actually it happened and everyone adapted very quickly the government was very agile to all the changes which made the uee and Dubai moved way faster than Europe so we were back on track before Europe and definitely this uh made a lot of traction and business were back to to normal as quickly as possible the second thing is the the the diversification of the economy a little bit away from the oil revenue and and the classic example here is is Dubai you can see Dubai economy is based on trade and Logistics primarily tourism and services yes um uh entertainment banking I would say Banking and finance the the the the the major two hubs whether in the DC or the in the adjm in Abu Dhabi AI technology so it's not actually now anymore relying on uh oil Revenue as uh as used to be in the past so all of this actually prepared and and assisted in the the Revival of the of the capital markets and the IPOs and definitely the the decisions of the government so whether the government of Dubai or the government of Abu Dhabi if you look at the government AB can see that for example adok they participated a lot in uh in um in in in in you know re enhancing again the capital markets by taking one of their best jewels to to the market and back to the pricing ADN one of the best companies that uh ever priced an IPO people will always was make money from the IPO uh of adnoc that's why it paved the way for the next IPO uh similarly if you see the very wise and prudent decision of the government of Dubai to take 10 of the publicly uh owned uh government own entities to uh uh to go for a for an IPO we we we've seen diwa we've seen Empower seen taxi Dubai uh uh uh we we've seen tcom uh parking uh salic so and all these brands are pretty much close to uh to uh to people you know you see selic every day you you pay da on a on a monthly basis so do do you think that this strategy for the Dubai government for example listing their public companies to uh to to the I to to go public have um encouraged the private sector to join as well 100% I think it acted as a catalyst to uh expedite the confidence in the market uh however for example in uh in Dubai Financial Market despite the the the care and attention that has always been given to uh government own entities but for example dfm is very keen to develop and encourage private sectors so and and I've been dealing with for example with dfm on both government and private sector and believe it or not they give priority to private sector they want you know an organic growth of the market not only driven by the government but they encourage the private sector and this is phenomenal what what do you think would be the impact of this uh huge number of IPOs I mean you yourself you did 18 out of 22 IPOs the last three years what would be the impact on this uh change in the UAE economy in general I always believe that the economy is a mirror image to the political situation so everything that we've seen in terms of growth in the economy being reflected in the capital markets is basically a reflection of the stable political environment so I think the way things are being managed in the uee uh at a political front has a major contrib ution to the economic stability which in turn encouraged uh the Capital Market to uh to boom and I think it will continue uh to be the same for the upcoming years I ask you a little bit of a personal question sure if you don't mind please you have orchestrated 18 IPOs right how many of them did you invest in none can you tell me why so probably I I led more than maybe 30 something IPOs or actually actually more than that and I never invested in one IPO and I'll tell you it's it's for legal and precautionary measures I'm always privy to uh nonpublic information I'm in the kitchen I know what sometimes the company itself doesn't know about it s so I would rather stay away uh uh and and and never utilize any piece of information that may or may not be publicly available so in order to avoid any any doubts I decide not to participate in any IPOs and I don't have even an account that's very uh that's very nice as an example for uh following the code of ethics and even doing a little bit more to make sure that ethically and professionally you are not touching any borderlines to uh to to this work and I thank you very much for making an example to that and this will take me to the next question to you how do um new lawyers like young lawyers or aspiring uh Professionals in this uh in in this market uh pursue uh a capital Markus career what would be their start where to should they look at this is I think very a very good question because as it may look Capital markets looks a little bit a niche or a very specialized practice area but in fact in my opinion this is the tip of the iceberg in you know being Egyptians we couldn't I couldn't hold myself uh relate this to the pyramid this is the very top end of the pyramid and in order to be on that very top end you have to understand all the legal infrastructure of general principles of law so you have to have a very strong m&a practice because in order for an IPO to kick off you have to put together the IPO parameter and not necessarily the IPO parameter will always full within the group that you are taking public sometimes they acquire uh uh companies to include it in the parameter of the IPO to go public and sometimes they carve out particular uh companies outside of the parameter of the IPO and you sometimes they sell it to a completely third party so you need to have very strong understanding and very good solid experience in m&as you need to have very solid experience in evil civil transaction law because you will be opining on a number of agreements you'll be issuing formal legal opinion on the enforceability of all the provisions of this agreement you have to have very good understanding of enforcement of foreign judgment uh of course foreign court judgment in the UA the enforceability uh of uh arbitral Awards so you need to have a little bit of understanding of what's happening on a contentious side of things uh in the prospectus you come across a lot of financing issues so you need to touch upon financing there will always be issues that you have to deal with when it comes to due diligence you have to have an employment background so you have to be very well-rounded and you need to spend a lot of time uh particular at the beginning of your career to grasp as much as you can from the legal infrastructure to allow you to sit one day on the table and provide a comprehensive Capital Market advice did you have a mentor at the beginning of your career who uh guide you to this uh field believe it or not no it it it to be very honest with you it was a complete coincidence it was a complete coin I've always been an m&a lawyer for maybe 15 years of of my career and then when I moved here uh I decided just to to shift with capital markets and uh and and and here you go it started and I I I think we we you know we've achieved uh a nice uh result so far absolutely absolutely you have a a stellar um absolutely you have a stellar reputation in the market as uh as one of the pioneers of this uh field and with this I want to go back to the companies with a question um what uh what is the hardest challenge a company could face when they are preparing for an IPO the hardest challenge will always be Readiness the company will have to be ready for an IPO and the problem with IPOs you have certain IPO Windows every year right and if you miss that window you have to wait for the the second window and you can easily miss that window if you are not ready so the challenge is you'll always have to be doing all the housekeeping of your company on a regular basis don't wait until your shareholder decide to push the button and say we want to do an IPO because by that time in order to work on your housekeeping probably it will be too late so you need to start early on be ready because whether or not you're going to go for an IPO it is a very healthy exercise to do it's it's to keep the house clean if not for the IPO you can have a strategic investor to invest in your company it will definitely enhance the transparency and governance in your company which will have a very positive impact on the valuation of your company so in all cases you you win right you absolutely losing nothing from keeping the the the company in order doing all the housekeeping and be everything ready ahead of time and when shareholder decide to push the button you are ready and you can go out in the exact window that bankers and shareholders will want to to go out Le let's assume as a company in a in in quite a healthy state with the housekeeping as you uh as you as you mentioned how many month you want them to get in touch with you before they uh before the window is uh is closed again you know IP Readiness would would typically take from 3 to six months yeah okay so if you uh put this in mind and again if you miss one window you can do the the the uh the next window but the key is to keep your company clean and ready to push the bottom and does it make a difference if uh for for example a company is already listed in another market and they're coming to be listed in the UAE does it uh affect the Readiness I think it work yes because if if the company is already listed somewhere else it will be a dual listing or cross listing uh which means that the company regularly publish their financial information on a quarterly basis it's the financial is already according to IFRS there is already a governance regime in place shareholders and and and board of directors are pretty much acquainted with the governance regime there is a board structure in place there is an independency and non executive board members the all the ancillary Committees of the board members are already in place so definitely it cuts a lot of the uh of the time period required for read with this great experience that you have what could be the area from a regulatory uh perspective that you would see or you would like to see a little bit of Reform or development listen you know if if I compare what we are doing now with what we used to do in 2013 and 2014 it's a completely GameChanger so for example in 2013 2014 order to do an IPO we had to seek a very long list of exemptions uh and and there were no book building at that point in time it was a very primitive way of uh pricing methodology which is a fixed price you bring a valuer the valuer will value the company based on Book value or discount cash flow or what have you and this becomes the value of your company without any interaction with investors so it's not necessarily give you the the the accurate reflection of the valuation of your company and I remember in 2014 it wasar moles which owns the iconic Dubai Mall uh it was the first company to go out following the book building and at that point point in time no other companies ever pursued a book building exercise in in an IPO so if you look at the rules at 2014 and the rules now you can see a huge development so now actually the set of rules that uh are in place are pretty much in line with International standards however we have to uh be cautious not to blindly replicate what other developed uh uh markets follow like uh London Stock Exchange or New York Stock Exchange because ultimately the market is not as developed as these markets right so we have to be very careful when we apply the international standards because the the the the understanding the experience of local investors here are still not at the same level of the UK or in the US it will happen eventually so until this happen we have to be very careful of what we are going to apply but generally speaking the the the Improvement and the developments and the progress that the Securities and commodities authorities uh uh did over these past years is phenomenal and I can say that now 95% of the existing rules are pretty much in line with International P practice can you tell me uh one or two of the names that uh our audience would recognize of the companies that you took public in the last few years there were a lot actually and it they are being divided into the key uh practice or the key areas of life so in the key uh work human needs you see dawa which is water and electricity yeah in power you can't live in the UA without air conditioning right uh food which is like shelter shelter you have tcom all the developments and and andar Ms for example you have uh uh the the the food you have Americana education you have uh all the key public facilities you have taxi Dubai uh you have uh spinies the supermarkets and more importantly a lot of family business like Al Ansari all the money exchange and all how people use uh the Ansari uh Network to repatriate part of their revenues here in the UE to their families uh outside so we've touched upon uh probably all the key uh uh sectors for human beings including including the very luxury one like talbat who doesn't right everyone use talbat of course so so so these are the uh the very uh well-known names Americana spes Ansari talabat diwa Empower tcom actually it owns where we are now yes so so yeah this these are the uh you mentioned something that is very interesting when you said family businesses do you see this as a trend that big family or family business successful family business in UAE uh do you see this trend growing to go public 100% I think this is a very good Niche for uh Capital markets and we have seen uh a number of family business that decided to change the mindset of just being a family business and become a public joint stock company with a proper governance in place and the classic example of that is uh anari group yes uh and that was the kick start of of the whole thing we we have spines Mr Ali decided again to to go public put in place governance not just to run the business as a family business for succession planning uh we also have uh boril hospitals in in Abu Dhabi it's owned by Dr shamshir and again uh decid to take this public with a proper governance uh in place to adhere to uh a regulator uh uh uh all investors have insight about what's happening in the company they look into the financials they can easily ask the management why this has been done why you haven't done this why this has been spent so they are now open for scrutiny and this is a key uh distinctive factor between any uh commercial company and family business because the family business in order to do an IPO the first thing that you need to do is to change the mindset now it's not your company anymore becomes everyone's company so you are not going to run your business the way you run your business you have to have uh uh uh uh taking into consideration all the best interest of investors people will be looking into your financials not as a private company anymore so the change in the mindset is the first uh priority for a family business to go public what's next in the capital markets what do you see in the next five years I think there's so many companies that went in public and I think there's not enough successful businesses going or this is going to be a spree that a lot of companies in the U are going to go public as well no I think from the pipeline that we see uh it's very healthy it's very promising but I think the uh the key change in the upcoming 5 years we will see a lot of tech company going up uh maybe in the past it was more of construction real estate based company uh that were going public I think in the upcoming years uh we will see a lot of tech companies going public and I think the spark of this was in talabat and I think many more tech company will will go out uh following the same model of tabat what advice would you give the CEOs who are actually thinking right now or the shareholders who are thinking right now to take their companies into public first of all as we said before be ready be ready be ready work on your governance regime as quickly as possible whether you're are going to go public or not you need to have a very strong robust uh uh corporate governance regime this will positively affect the valuation of your company whether you go public or you stay private and then maybe have a private placement or a strategic investor will step into your company so definitely it will have a very positive impact on on on the valuation of your company be very careful in choosing your advisers and I've seen companies that decided unfortunately to appoint advisers based on a procurement driven process to go to the cheaper regardless of the background experience experience and I've seen this ending up with disasters and I always you know give an example of an IPO like the the baby in the first three months it's very fragile so you have to do everything right and if you mess up it can be one and for all and it can be irreparable so it's very important to focus on your advisers whether the legal advisers whether your financial advisers and your bank your Banks this this this is I think this is a key piece of advice please uh don't try to uh be smart when it comes to uh cost coating uh and and again if God forbid someone is doing a brain surgery you will go to the Doctor Who has done this surgery 10 times or 20 times or 100 times you will never go to someone who did this once or twice just to save a couple of bucks right good point and and and and the IPO is as complicated as the brain surgery so bring someone who has the experience who has the relationship who can actually weather the storm and take you public smoothly last question I mean the message is clear you have to call Ahmed it's it's I think you don't have to think twice what's the message here um what what can we learn from the global markets uh here in the UAE because this is something that we are fairly new to it 100% I think as as uh we mentioned before so the the regulatory framework uh will need to be you know always uh under development uh we should not suffice with whatever we have we always have to keep an eye on the international best practice and for example you know in maybe in the last four or five years there was a spack uh program that was started maybe in uh in the US and we've implemented this it was it took a little bit of time so I think we need to be a little bit more responsive to changes globally and I think so far uh the government of Dubai and the regulator in the esa or the Securities and commod Authority uh is being very proactive uh but again this is an ongoing job uh and uh and we'll always have to keep an eye not only on the European market but also uh on the Asian uh Asian market whether be it Hong Kong or uh or Singapore we have also to keep an eye on on the US uh uh Capital markets what are the recent developments that uh will always take place so far we are you know I wouldn't say at par but we are are pretty much reflecting what's happening internationally but this shouldn't stop we always have to keep an eye on all the recent developments that's taking place in the most and more developed market and then we try to replicate what is uh you know applicable to to our Market knowing the the difference in the maturity of uh investors between a developed market and the investors in in the in this region generally I noticed in your speech that a few times you mentioned us and UK but you've never mentioned Europe and then now you're talking that we are almost at par with the professional markets uh in in in in the world do you see that the European markets are not as developed as of course in the US or in in in UK as well let's say if you um put them in uh in in in grades what are the top markets and where are we so generally speaking even when when we speak about the offering documents which is the prospectus there are different categories of these offering documents you have an offering documents which is according to rule 144a which means you can use this offering document to Market in the US and then you have rig s kind of uh prospectus where you can use only Market in Europe excluding the US right so 144a means it's more extensive uh more detailed the level of transparency is way much higher than dras so definitely in order to Market an IPO in the US it requires extensive due diligence it requires uh uh the the the issuance of 10 B5 uh type of legal opinion which again requires heavy due diligence exercise compared to a lower uh threshold being Greg s again definitely you have to do all what you need to do in terms of diligence and what have you but definitely it's less complicated than uh the 144a offering in in the US and then you know the reg s is applies in Europe applies in in Asia and applies even uh here in the uee so I don't see ourselves that far from the European market and again as I as I said after the covid pandemic the GCC is the new Europe uh in terms of traction in terms of being the hots spot for the uh for the Capital Market what can we do to supersede the European market uh again uh I think we need to do what we are doing now I think it's time yes and and and and listen you know if if you look at the offerings in terms of size in terms of numbers we are exceeding Europe for the past uh two years so all the action when it comes to Capital markets is happening here in the UA and we've witnessed a lot of international firms international law firms actually mobilizing their Capital Market team from Europe and us to the GCC yeah we've witnessed the same from Bankers so investment Banks moved a lot of their uh investment bankers from Europe to the GCC which gives you a signal that guys we we are actually the most active region when it comes to Capital markets maybe for the past 2 three years and I see no reason why this will not continue that's amazing thank you so much it was an amazing discussion and we learned a lot I think everybody here as well learned a lot from you and wish you all the success and uh beautiful 2025 thank you so much same to you and thanks for the invite thank you ahed thank you well this is your do from Monday legal see you next week