Certificate in Due Diligence

Certificate In Due Diligence Intelligence For Successful Transactions 17 – 20 March 2014 • Radisson Royal Hotel, Dubai, UAE* 26 – 29 October 2014 • Dusit Thani Hotel, Dubai, UAE

Course One

Financial And Commercial Due Diligence 17 – 18 March 2014 26 – 27 October 2014

Course Two

Legal Due Diligence 19 – 20 March 2014 28 – 29 October 2014

Book and pay NOW and bring your colleague for FREE on this course Only applicable for March 2014 course.

See back page for details*

Course One

Course Two

By Attending Our Financial And Commercial Due Diligence Course You Will Learn How To:

By Attending Our Legal Due Diligence Course You Will Learn How To:

• Appraise the quality and reliability of information

• Analyse the legal aspects of an entity • Minimise the risk to your company throughout investment deals

• Identify and verify worthwhile investment opportunities • Analyse the financial and commercial aspects of an entity • Identify and overcome the most common due diligence pitfalls

• Identify which transactions require due diligence • Advise the board of directors on the risks and opportunities of a contemplated transaction

Organised by

Delegates are required to bring a laptop to the course

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About Your Expert Course Leader (Course One) Julian Spencer Roche Finance Training Consultant, Australia and UK Julian was educated at Oxford and Exeter Universities. In the 1980s he served on the Defence Intelligence Staff of the UK Ministry of Defence (MoD) as an economist responsible for analysing Soviet and East European trade and payments. From 1990 through to the present he has served in various corporate and academic positions including:

The George Washington University School of Business, IIR Middle East’s Academic Partner, is dedicated to excellence: in its teaching and research about management, in the public and private sectors, within the United States and internationally.

The school has a 75 year history of preparing men and women for leadership in both the public and private sectors. Known internationally for its dedication to academic excellence, the school draws students from all parts of the United States and around the world.

Beyond first class teaching and scholarship, the school’s faculty offers practical experience in the issues and challenges confronting business and government. Its research centres link faculty and students with US and international business and government organisations. Recent distance learning initiatives have expanded the school’s global reach.

Course Requirements And Certificates Delegates must meet two criteria to be eligible for an IIRME/ GW Certificate of Completion for a course: 1. Satisfactory attendance – delegates must attend all sessions of the course. Delegates who miss more than 2 hours of the course sessions will not be eligible to sit the course exam 2. Successful completion of the course assessment Delegates who do not meet these criteria will receive an IIRME Certificate of Attendance. If delegates have not attended all sessions, the Certificate will clearly state the number of hours attended.

Course Assessment (Course One) Assessment will be based on an interview with each delegate and a multiple-choice questionnaire, each equally weighted.

Course Assessment (Course Two) Assessment will be based on delegates’ class participation and performance on an in-class exercise.

• Director, Forecasting Service, DRI McGraw-Hill – responsible for macro-economic analysis and forecasting of Soviet and East European economies • Lecturer at Southampton University in Corporate Finance (Accounting and Finance BSc). Teaching corporate finance including business valuations, investment banking, corporate governance, EVA, CFROI, investment analysis, fund management, private finance initiatives, mergers and acquisitions, management buy-outs, venture capital and other aspects of corporate finance • Partner, RER – established the firm that produced the “Green Book” internationally known database, world a pathfinder in international business confidence and real estate data • Head of Research, Hudson Venture Partners – responsible for the selection and evaluation of investment projects and account management • Vice President, MHC International – responsible for corporate finance and economic input to firms specialising in corporate social responsibility issues • Consultant to professional bodies including ACCA in Europe and Asia • Consultant to major corporations specialising in commodities production and trade • Author of several books on business valuations, corporate governance, financial modelling and commodities

About Your Expert Course Leader (Course Two) Herbert S. Wolfson is the Managing Partner of Emirates Law Network, an American law firm focusing on the United Arab Emirates and neighbouring countries. He began his career as a securities lawyer in Washington in 1990 and went on to practice in Riyadh, New York, Abu Dhabi, Dubai and Philadelphia. He has more than 15 years of experience working in and with the Middle East. Herbert serves as lead counsel for multinational corporate clients in transactions in the UAE and neighbouring countries. He has provided expert testimony in US courts on commercial disputes governed under the UAE, Saudi Arabian and Egyptian legal systems. Herbert’s publications include a detailed analysis (accompanied by his own English translation) of UAE Federal Law No. 4 of 2000, which established the Emirates Securities and Commodities Authority. He has a degree in law Magna cum Laude, as well as an undergraduate degree and a Master’s degree in Arabic, all from the University of Pennsylvania. In 2003, Herbert was the lead drafter for a new contract law for the Government of Afghanistan.

Would you like to run this course in-house?

The in-house training division of IIR Middle East Tel: +971 4 407 2624 • Email: CTS@iirme.com www.iirme.com/cts

T: +971 4 335 2437 F: +971 4 335 2438 E: register@iirme.com W: www.iirme.com/duediligence

Certificate In Due Diligence

17 – 20 March 2014 • Radisson Royal Hotel, Dubai, UAE* 26 – 29 October 2014 • Dusit Thani Hotel, Dubai, UAE

Course Timings: Registration will be at 08:00 for each course and the course will commence at 08:30 and conclude at 14:30 followed by lunch. There will be networking and refreshment breaks at approximately 10:30 and 12:30.

Course One

Financial And Commercial Due Diligence 17 – 18 March 2014 26 – 27 October 2014 Course Overview This course will provide you with an understanding of the concepts and practices of due diligence: the art of getting what you are paying for. Due diligence is critical for a whole range of corporate finance transactions: acquisitions, disposals and investments in companies. It will focus on why failures of due diligence were key in the wave of financial disasters that have affected markets from the USA and the Middle East to Asia. Each element of due diligence will be separately reviewed, looking at both the progress of the process and the different organisations involved. The case studies will examine both successful and notable failures of due diligence.

Day One Due Diligence: Definition And Overview An Introduction To The Terms Of Due Diligence And A Review Of How Due Diligence Has Evolved • Due diligence in the financing, private equity and M&A markets of the 21st century • Review of how due diligence concept has evolved • Due diligence in the face of new technologies and new aspects of capital market transactions • How is due diligence measured?

• Roles of the parties • Due diligence after the crisis When Is Due Diligence Required?

• Acquisitions • Disposals • Investments (including private equity) • Buying fixed assets Case study of a real estate due diligence in the Gulf prior to a sale and a letting • Public offerings • Private offerings The Phases Of Due Diligence • Negotiation • Strategy • Completion • Planning • Post-transaction • Data • Comfort letters • Analysis • Verification Discussion: Cultural and economic differences in the Gulf for due diligence

Sell Side Due Diligence • Due diligence in public offerings – (case studies) • Exchanges: rules and key differences between Gulf markets and the USA/Europe • Differences between global markets Due diligence checklists: You will review a detailed document and information request list as an example of a due diligence checklist to be used in the context of an issue of securities Due Diligence In Private Offerings Case study (Phytes Manufacturing) Due Diligence Checklists

Day Two Types Of Due Diligence • Commercial Case studies of commercial forecasts and how to interrogate them

Course Two

Legal Due Diligence 19 – 20 March 2014 28 – 29 October 2014 Course Overview Course Two on Legal Due Diligence will enable you to execute your operation with lawful sureness. This course covers legal issues specific to the Middle East. You will understand the essential tools you need to control even the most complex of deals, and will also gain firsthand insight into key issues in legal matters including acquisitions and financing, ownership of assets and pending and threatened litigations.

Day One Introduction • What is legal due diligence?

• Who needs to perform legal due diligence and why?

• Which transactions require due diligence?

• Operational Case studies of operational losses and how they can be predicted and avoided • Financial (including Islamic financial due diligence) • Environmental Case study of environmental due diligence • Personal • Technological • Legal You will be given practical case studies drawn from Middle Eastern and global companies and examples of each type of due diligence Exercise: Due Diligence priorities in a private company acquisition in the Gulf Review Of Important Judicial Interpretations Of Due Diligence • Conduct and procedures to satisfy the court’s interpretation of the minimum standard of professional performance • Do professionals participating in a securities offering have a public disclosure obligation to the public?

• Do the courts evaluate due diligence at the time of securities offerings?

• Do the courts examine the conduct of all participants after something has gone wrong with the benefit of hindsight?

Case studies A highly practical review of several due diligence processes and models, in the context of capital market transactions (both private and public issues of securities) and M&A transactions

Transactions Commonly Involving Due Diligence • Acquisitions/takeovers • Financings • Real estate conveyance • Long-term commercial contracts Due Diligence Tasks • Document review • Other information gathering • Analysis and synthesis of information Sources Of Due Diligence Data • Target company • Government/public records • Third parties Due Diligence Process • Building an effective team • The due diligence checklist • Data room • Public records search

Day Two Key Issues In Legal Due Diligence • Corporate matters • Ownership of assets • Government licenses and permits • Liens and encumbrances • Pending and threatened litigation • Intellectual property matters • Environmental matters • Employees • Middle East local law issues Case study – Due diligence checklist

T: +971 4 335 2437 F: +971 4 335 2438 E: register@iirme.com W: www.iirme.com/duediligence

Certificate In Due Diligence 17 – 20 March 2014 • Radisson Royal Hotel, Dubai, UAE* 26 – 29 October 2014 • Dusit Thani Hotel, Dubai, UAE FIVE WAYS TO REGISTER IIR Holdings Ltd. P.O Box 9428 Dubai, UAE

+971 4 335 2437 +971 4 335 2438 register@iirme.com

www.iirme.com/duediligence

DISCOUNTS AVAILABLE FOR 2 OR MORE PEOPLE CALL – +971 4 335 2483 E-MAIL – a.watts@iirme.com Course Fee Before 30 December 2013

Course Fee Before 20 January 2014

Final Fee

US$ 3,995

US$ 4,495

US$ 4,795

US$ 2,495

US$ 2,695

US$ 2,795

US$ 2,495

US$ 2,695

US$ 2,795

Event Certificate In Due Diligence Entire Event - Both Courses 26 – 29 October 2014 Course One 26 – 27 October 2014 Course Two 28 – 29 October 2014

Course Fee Before 10 August 2014

Course Fee Before 31 August 2014

Final Fee

US$ 3,995

US$ 4,495

US$ 4,795

US$ 2,495

US$ 2,695

US$ 2,795

US$ 2,495

US$ 2,695

US$ 2,795

Course fees include documentation, luncheon and refreshments. Delegates who attend all sessions and successfully complete the course assessment will receive an IIRME/GW Certificate of Completion. *Book and pay NOW and bring your colleague for FREE on this course. Only applicable for March 2014 course.

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WOULD YOU LIKE TO RUN THIS COURSE INͳHOUSE?

All registrations are subject to our terms and conditions which are available at www.iirme.com/terms. Please read them as they include important information. By submitting your registration you agree to be bound by the terms and conditions in full.

Payments A confirmation letter and invoice will be sent upon receipt of your registration. Please note that full payment must be received prior to the event. Only those delegates whose fees have been paid in full will be admitted to the event. You can pay by company cheques or bankers draft in Dirhams or US$. Please note that all US$ cheques and drafts should be drawn on a New York bank and an extra amount of US$ 6 per payment should be added to cover bank clearing charges. In any event payment must be received not later than 48 hours before the Event. Entry to the Event may be refused if payment in full is not received.

Credit card payment If you would like to pay by credit card, please tick here and a member of our team will contact you to take the details

Cancellation If you are unable to attend, a substitute delegate will be welcome in your place. Registrations cancelled more than 7 days before the Event are subject to a $200 administration charge.

Registration fees for registrations cancelled 7 days or less before the Event must be paid in full. Substitutions are welcome at any time.

Avoid Visa Delays - Book Now Delegates requiring visas should contact the hotel they wish to stay at directly, as soon as possible.

Visas for non-GCC nationals may take several weeks to process.

All registrations are subject to acceptance by IIR which will be confirmed to you in writing.

Due to unforeseen circumstances, the programme may change and IIR reserves the right to alter the venue and/or speakers.

Event Venue: Radisson Royal Hotel, Dubai, UAE Tel: +971 4 308 0000 Dusit Thani Hotel, Dubai, UAE Tel: +971 4 343 3333 Accommodation Details We highly recommend you secure your room reservation at the earliest to avoid last minute inconvenience. You can contact the IIR Hospitality Desk for assistance on: Tel: +971 4 407 2693 Fax: +971 4 407 2517 Email: hospitality@iirme.com © Copyright I.I.R. HOLDINGS B.V.

IK/ST FN / LW Finance/Legal

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Event Certificate In Due Diligence Entire Event - Both Courses 17 – 20 March 2014* Course One 17 – 18 March 2014* Course Two 19 – 20 March 2014*