By contributing to the capital of qualified enterprises, the Arab Fund aims to achieve
two complementary goals, first: developing the private sector in Member States so
that it plays an effective role in economic development at the local and regional
levels, and secondly: achieving a profitable return on its investments in the capital
of beneficiary enterprises.
Standard for Equity Participation
When considering proposals to subscribe to the capital of any establishment, the
Fund takes into account the following considerations: the soundness of the capital
structure of the concerned establishment and the seriousness of its management,
the expectations of investment profitability and its effective contribution to the
economic development of the concerned member state, the existence of an appropriate
investment climate and an appropriate legal system and a regulatory framework in the
country under whose laws the entity is established, and the existence of an appropriate
mechanism for the timely and remunerative disposal of the shares subscribed by the
Limits on Capital Contribution
The Fundís contribution to the capital of any qualified entity may not exceed
the equivalent of ten million Kuwaiti Dinars, or the equivalent of 25% of the establishmentís
subscribed capital, whichever is less, except in special cases approved by the Fund's Board of Directors provided that the Fund does not own the largest
amount of shares in the establishmentís capital or essential control of its management.
In the case of a combination of a contribution to the capital of an enterprise and
a loan to finance a project owned by the same enterprise, the total contribution
of the Fund may not exceed the equivalent of ten million Kuwaiti Dinars or the equivalent
of 35% of the net assets of the beneficiary enterprise, whichever is less.
Circulating of the Fund's Investments
Once the primary purpose of the financing is achieved and the concerned entity
succeeds, the Fund will seek to dispose of its ownership of the entity by selling
its shares, enabling it to circulate its invested resources and expand its base
of activity, provided that this does not lead to harming the interest of the Fund
or the interest of the concerned entity.
The operations' cycle, with regard to the Fund's contributions to the capital of
companies, begins when the Fund receives a request in this regard from the owners
(or promoters) of the project. The Fund, then, studies the request from the technical
and financial aspects, in addition to reviewing its market study, to determine whether
the project is suitable for the Fund to contribute to the capital of the company
that will implement it, the expected return from the project,
and the potential risks, either during its construction phase or during its operation,
in addition to the completion of the project's financing plan, and that the amount required
to be contributed by the Fund lies within the limits authorized by the Fundís Board
of Directors, in order to comply with the
Policy Guidelines and Rules for Private Sector Operations.
In the event that the Fund agrees, in principle, to consider studying the funding
request, the Fund asks the requesting entity to send the Fund a list of data and documents required
for the initial and desk evaluation of the project.
Usually, several correspondences take place between the Fund and the owners (promoters)
of the project before receiving all the required data and documents. Once this process
is completed, the Fund then dispatches a field mission to evaluate the project, before
presenting the matter to its Board of Directors. The tasks of the members of evaluation
mission include reviewing the assumptions made in the feasibility and market studies, visiting
the project site to verify the accuracy of the technical and financial matters mentioned
in the contribution request, and agreeing with the projectís promoters on the necessary
steps to launch the work included in it, such as forming the board of directors
of the company that will supervise the implementation of the project, its operation
and maintenance after its entry into the service, and the content of the agreement
that will be signed between the various shareholders to protect the rights of the small
shareholders (Shareholdersí Agreement).
Upon their return to the office, the members of the evaluation mission prepare
a project evaluation report and a Director Generalís report, to be presented to
the Fundís Board of Directors, seeking its approval to subscribe to the capital
of the company that will execute and manage the project. After receiving the Boardís
approval to contribute to the financing of the project, the Fund sends a letter
to the Governor of the Arab Fund representing the country in which the project will
be constructed to obtain his/her no-objection to the Fund's contribution to it.
Upon receipt of the no-objection letter from the Governor, or the expiry of the
specified period for objecting to the contribution to the project, the Fund then
negotiates with the project owner(s) about the amount of the contribution and the
content of the Shareholdersí Agreement. After the Shareholders' Agreement is drafted
and signed by all shareholders, the Fund declares that the requirements for transferring its
contribution to the project have been met.
Eligible Establishments and Projects
The Nature of the Entity
The entity to be financed shall have an independent legal personality, have sound
financial and administrative status, conduct its activities on purely commercial
basis, aim to contribute to the development of the economy of one or more member
states, and fulfill the investment criteria set forth in the Arab Fundís Policy
Guidelines and Rules for Private Sector Operations.
Types of Eligible Establishments
- Enterprises eligible to benefit from the Fund's contribution to
their capital, and to finance their projects, include production and service establishments
and intermediary financial institutions that meet the eligibility requirements mentioned
- Priority in financing is given to public shareholding companies
with shares listed on the stock market in the member state in which they were established.
The Fund may, in suitable cases, contribute to the capital of other companies and institutions
including closed joint stock companies, provided that an agreement has been made
in advance, with other shareholders, and that there are adequate arrangements and
an appropriate mechanism to ensure that the Fund can dispose of its shares by selling
them at a profitable price in a timely manner.
- The Fund may contribute to the entities that are being established,
provided that those establishments fulfill the eligibility conditions stipulated
in the above mentioned guidelines, and that an agreement is reached with the founders
of the concerned establishment to list its shares, within a specified period of time,
in the stock market of the member state in which it was established or in any other
suitable stock market.
Ownership of the Entity
- The Fund may provide financing to any institution established,
or being established, in accordance with the laws of any member state, and that
meets all the criteria set forth in these guidelines, and is owned by nationals
of that country, or by nationals of member states, for the equivalent of no less than 51%
of its issued capital.
- The Fund may provide financing to mixed enterprises where the public
sector in the member state and private sector investors contributed to its capital,
provided that they have full legal, administrative, financial and operational independence,
that they are managed on a purely commercial basis, and that they meet all the criteria
mentioned in the General Policy and Guidelines for Private Sector Operations.
- The Fund may provide financing to any entity established, or to be established, in accordance with the laws of a non-member state and owned by nationals
of a member state or by nationals of member states equivalent to no less than 51%
of its issued capital, and they have substantial control over its management, in
accordance with the conditions set forth in the General Policy and Guidelines for
Private Sector Operations.
- The Fund may provide financing to any entity that is established
within the framework of the privatization of a public production establishment or
a general services establishment provided by the state, where a member state (or
one or more of institutions) contributed to its capital with any amount of shares,
as long as an agreement is reached regarding arrangements, acceptable to the Fund,
assuring that the private investor, at the appropriate time and in a general
manner, owns a portion of the shares representing no less than 51% of the companysí issued capital.
Objectives of the Establishment or Project
The establishments and projects for which financing is provided should aim at meeting
the basic needs of the citizens of member states and contributing to achieving
an added value to the economy of the member state in whose territory the project
is established, or in which the entity is established. This is accomplished
- Exploitation of natural resources and local raw materials.
- Creating local or regional employment opportunities.
- Increasing productivity and optimal use of capital and labor.
- Transferring of appropriate technology or localization of modern
technologies in member states.
- Generating or providing foreign currency.
- Providing essential services, including marketing services and
modern management methods.
- Generating new opportunities for export and marketing.
Required Information, Data and Documents
Introduction to the Project
- The goal of the Project.
- Project Description.
- The Need for the Project.
Information about the Promoters and the Company to Implement
It includes the financial solvency of the promoters and the general perception of
the company (existing or to be established).
It includes a technical and economic feasibility study for the project and a recent
market study for it.
The basic elements of the project, working capital, interests during implementation,
and reserves (quantities and prices).
The financing plan includes the distribution of costs between founders and financiers,
on the one hand, and the distribution of financing between loans and equity, on
The most Suitable Alternative
The alternatives that have been studied and is the proposed alternative the best
Funding for private sector projects is usually provided through two sources of financing,
either from shareholders (equity) or through borrowing from banks (debt). It is
customary for the shareholders to contribute about 30-40% of the financing and to
borrow the rest from the banks (from 60% to 70% of the amount required for the project).
Sometimes banks require that the shareholders transfer their entire equity contributions
before the company can utilize the proceeds of the bank loans. At other times, the banks agree
that their participation in covering the costs of the project proceed along the same pace as the
contributions of the shareholders, each in proportion to its share in the financing
of the project.
Transferring the Fund's Contributions to the Capital of Companies
Upon the registration and formation of the company that will manage the project,
each shareholder designates its member(s) to the company's Board of Directors (BOD). The
members of the Board then select the Chairman of the Board and the Chief Executive
Officer (CEO). The CEO undertakes the executive management of the company,
and the Board of Directors supervises his/her work.
Usually, the following steps are taken for the Arab Fund to transfer its contributions
to the capital of the companies in which it contributes:
- The CEO prepares a budget for the company that
includes the capital and operational expenses required to enable the company
to perform its work and implement the project for which it was established.
- The budget also includes the resources required each year, the
sources of obtaining them (capital contributions and loans), and the timing of their
availability to meet the company's contractual obligations.
- The budget is then presented to the BOD for their approval.
- The CEO of the company then addresses the Arab Fund and the rest
of the shareholders requesting that each of them transfer its share of the required contribution,
while attaching a copy of the minutes of meeting of the companyís Board of Directors in which
the Board agreed to recall part or all the companyís capital.
This process is repeated every time the company needs to draw from its capital to
meet the construction/ operational financial requirements.