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1 
4th Venture Capital in the 
Middle East & North Africa 
Report 
2013 Year in Review 
is a nonprofit entity committed to 
supporting and developing the 
private equity and venture capital 
industries in the Middle East and 
North Africa. 
October 2014 
Photo by Fré Sonneveld
WITH GRATITUDE 
The MENA Private Equity Association extends its sincere appreciation to Thomson Reuters 
- Zawya for sharing primary data and industry insights that informed this annual report. We 
are most grateful to KMPG for developing the report analysis. 
KPMG 
Brad Whittfield, Associate Director, Private Equity and Sovereign Wealth Funds, KPMG 
Charlotte Harris, Associate, KPMG 
Vikas Papriwal, UAE Head of Transactions and Restructuring, KPMG 
Zuhaib Khan, Assistant Manager, KPMG 
Thomson Reuters - Zawya 
Ali Arab, Product Manager, Zawya Financial Solutions, Thomson Reuters 
Josiane Assaad, Content Manager, Zawya Investment Monitors, Thomson Reuters 
Youmna Akiki, Research Associate, Zawya Investment Monitors, Thomson Reuters 
Zawya, a Thomson Reuters business, is the preeminent source of Middle East and North 
Africa business intelligence. Our membership solutions provide unique content and 
tools including detailed profiles on public and private sector companies in the region, 
unparalleled reporting on MENA markets, asset classes, and details of regional projects to 
provide in-depth analysis for investors and business professionals in order to make more 
informed investment decisions and build profitable relationships. 
Its free news site, Zawya.com, attracts C-level professionals from the 
business and finance world providing breaking news powered by Reuters 
as well as content from major regional providers. Zawya.com Arabic offers 
a broader selection of news genre for the Arabic speaking community, 
reaching graduates up to senior level managers from across the MENA 
region. Empowering entrepreneurs and SME community within the UAE, 
BusinessPulse.ae, offers the environment to support success through 
its news, featured articles and business tools designed specifically to 
guide businesses through each stage of development as well as inspire 
professionals with success stories from across the region. 
Through its services, Zawya empowers nearly 1 million professionals with 
the insight and transparency they need to conduct business effectively by 
empowering them to build profitable relationships. 
KPMG is a global network of professional firms with over 155,000 staff in 
member firms across 155 countries. KPMG in the UAE was established in 
1974 and has grown to 750 professional staff led by more than 25 partners, 
across 8 offices in the country. We work closely with our colleagues in offices 
throughout the MENA region and across the world. 
The report contributors 
We also extend our thanks to the thought leadership participants and the 
Association’s VC Task Force.
1. Mena VC investment data ................................... 
1.1 Definition of Venture Capital in the 
MENA region ........................................................ 
1.2 Data Criteria ......................................................... 
6 
8 
10 
66 
2. Introductory message .......................................... 
Philip Boigner, Vice President - Dubai Silicon 
Oasis Capital 
3. Venture Capital In The MENA Region .......... 
3.1 Investments ......................................................... 
3.2 Transactions ......................................................... 
3.2.1 Sector Focus ......................................................... 
3.2.2 Regional Focus .................................................... 
3.3 Funds Raised ........................................................ 
3.3.1 Cumulative Funds Raised ................................ 
3.4 Exits ......................................................................... 
4. Entrepreneurship versus business as 
usual in MENA- the ‘new reality’ 
18 
Rami Al-Karmi, Founder - Arcoten Holdings 
5. Interview with Mustafa Sadek 22 
Mustafa Sadek, Founder and Managing Partner 
of UrbanBuz 
6. 26 
The missing link: the role of legal clinics in 
supporting MENA’s start-up ecosystem ................. 
Ayman A. Khaleq, Managing Partner (Dubai), 
Morgan, Lewis & Bockius 
Philip Dowsett, Senior Associate, Morgan, Lewis 
& Bockius 
7. About The MENA Private Equity 
Association ....................................................................... 
32 
7.1 Members Directory ........................................... 
7.2 Private Equity And Venture Capital Firms 
In MENA ................................................................. 
12 
12 
13 
14 
15 
15 
16 
34 
36 
Photo by 120H
Definition of Venture Capital (VC) in the MENA region 
7 
6 
1. Mena VC Investment Data 
VC is defined as the provision of long-term 
equity investment and strategic 
support by financial investors to 
innovative, scalable companies at the early 
growth stage. 
Key criteria used to define VC 
investments also include: 
• Investments are in non-listed 
companies (private companies) 
• Investment commitment over the life of 
the deal can average USD 3 to 5M but 
can also reach up to USD 15 million 
• A typical plan exit through IPO, 
mergers & acquisition, management 
buy-out or trade sale 
• Above average returns expected 
• Seed/angel or investments by non-financial 
shareholders do not count as 
VC 
VC is not confined solely to technology 
investments, but technology is often a core 
factor that creates the level of scalability 
required in a VC deal. 
1.2 MENA VC Investment Data 
The data covers only structured VC funds 
that meet the MENA PE Association VC 
criteria. The data does not cover direct 
investments, seed, incubation or investment 
programs investing in VC. In addition, read-ers 
with an interest in the Maghreb can also 
refer to the AMIC (Morrocan PE 
Association) Reports, which cover Moroc-can 
funds in detail, using different criteria. 
Data Criteria 
The funds included in the data analysis are 
those defined in terms of self-reporting by 
fund mandate or fund manager as VC funds 
or SME growth capital funds. At this stage of 
industry development, no attempt was made 
to determine whether such self-reported 
funds meet the criteria above. This report also 
includes growth equity SME investment firms 
that invest in a wide variety of SMEs including 
those in traditional industries as well as earlier 
stage venture deals. 
The analysis was prepared based on data 
sourced from the Zawya Private Equity Moni-tor. 
KPMG member firms have not initiated any 
primary research in relation to this draft report 
and have not sought to establish or confirm the reliabil-ity 
of the data provided by Zawya. 
• The information contained herein is of a general 
nature and is not intended to address the cir-cumstances 
of any particular individual or entity. 
Although we endeavor to provide accurate and 
timely information, there can be no guarantee that 
such information is or will continue to be accurate. 
No one should act on such information without 
appropriate professional advice after a thorough 
examination of the particular situation. 
In analysing and determining the parameters of avail-able 
data, it has been necessary to apply certain criteria, 
the most significant of which are as follows: 
• Funds managed within the MENA region but 
whose focus is to invest solely outside the region 
are excluded. 
• Investment size represents the total investment 
(both the debt and equity portions). However fund 
size only considers equity invested, as we have no 
visibility on debt exposure by funds. 
• The fund-raising totals are the amounts closed/ 
committed for fund-raising funds, closed funds, 
investing funds, fully vested funds and liquidated 
funds. 
• Statistics are based on the ‘market’ approach 
and funds are categorized based on the intended 
destination for investments (as defined in a fund’s 
announced mandate) as opposed to where the 
firm is located. With regard to multi-region funds, 
we have included these to the extent that there is a 
focus on the MENA region. 
Fund Size: In the case of funds yet to make a first close 
or where no close information is available; fund size is 
equivalent to the target amount and is noted as such. 
For funds achieving at least one official close, fund size 
is reported as the capital raised to date, while for funds 
that have made a final close, the fund size is the total 
capital raised. Rumored funds are excluded. 
MENA: For the purpose of this report, MENA refers to 
the following countries in the Middle East and North 
Africa: Algeria, Bahrain, Egypt, Iraq, Jordan, KSA, Ku-wait, 
Lebanon, Libya, Morocco, Oman, Palestine, Qatar, 
Sudan, Syria, Tunisia, UAE and Yemen. 
Photo by Kelley Bozarth 
1.1 Definition of 
Venture Capital in 
the MENA Region:
9 
2. The Changing Tides of the Venture 
Capital (VC) Industry in MENA 
The state of the MENA VC ecosystem has 
evolved quite significantly over the last year. 
Notably, a number of managers have started 
to raise funds toward the end of 2013 which let us 
hope that 2014 will be better year for fundrais-ing. 
New funds are targeting a size of $30 million 
to $65 million, which shows that venture capital 
(VC) investors are confident to find good deal flow 
and potential exits for their portfolio companies in 
the coming years. Especially, international acquir-ers 
and follow on investors of regional companies 
are contributing to the excitement and positive 
outlook for VC in the region. Cobone, bayt.com 
and Dubizzle were probably the most talked about 
companies in 2013. The trend looking forward ap-pears 
to be later stage investments – which in the 
Middle East means Series A and B. 
The Lebanese Central Bank has significantly con-tributed 
to the buzz by announcing that banks will 
make sizeable funds available to start-ups, SMEs 
and venture investors in Lebanon. It is great to see 
a government actively supporting the start-up and 
SME funding scene. On the back of these news 
several Lebanese entities are preparing to raise 
“Series A” funds, which opens the question on how 
much of these funds can be deployed in a relatively 
small country. 
Even though, the investment landscape has become 
much more colorful and exciting, some of the pre-vailing 
issues are still present. Most investments 
done by institutional players as well as many deals 
executed by angels and incubators are still into off-shore 
holding companies, most notably BVI. On-shore 
corporations and regional free zones for the 
most part lack preferred share structure and many 
other forms of regulation desired by VC. 
IP protection is supported by strong legal regula-tion 
in countries such as the UAE, however inves-tors 
and entrepreneurs are wary about the experi-ence 
and expert judgment of a legal system used 
to Shari’ah law proceedings. Not surprisingly, we 
have not seen many IP protection filings. 
Valuation, much more an art than a science in the 
Middle East, and are far off what entrepreneurs 
are commanding (and receiving) in Silicon Valley. 
Taking in consideration that regional comparable 
companies are close to non-existent, the experience 
By Dr. Philip Boigner, 
Vice President — Technology 
Investments, Dubai Silicon Oasis 
Capital 
The Changing Tides of the Venture Capital (VC) Industry in Mena 
... the experience of the 
VC investor and limited number of 
deals that have been publicized are 
the main tools for valuing start-ups 
of the VC investor and 
limited number of deals 
that have been publicized are 
and fast growing SMEs” 
the main tools for valuing start-ups 
and fast growing SMEs. 
Club deals are still going strong as investors like 
to share risk and have limited funds available to 
deploy. It remains to be seen if the deal sharing and 
co-investing will be impacted when some of the 
fundraising GPs start deploying their new capital. 
Overall, 2013 has been a good year for the VC in-dustry. 
We have seen more deals being closed and 
more money being deployed. To date, in 2014 this 
trend has continued so that we can all look into the 
future quite optimistically.
11 
3. 
Venture 
Capital 
In The MENA 
Region Photo by Lacey Raper 
10
12 
Venture Capital in the 
MENA Region 
3.1 Investments 
As the MENA region continues to feel the 
impact of the global financial crisis together 
with political instability in some countries, 
available data suggests that the VC industry 
experienced a decrease in deal activity dur-ing 
2013. However, deal activity during the 
last three years (2011 to 2013) is substan-tially 
higher than 2008 to 2010. The me-dium 
to long term outlook for MENA’s VC 
industry remains positive as strong macro-fundamentals 
continue to drive the region’s 
economic recovery. 
While the industry in general continues to 
invest cautiously, investment activity dur-ing 
the last three years is indicative of VC 
investment opportunities in the region and 
the industry’s growth despite geo-political 
challenges. This is a key achievement for the 
region’s VC industry which, arguably, re-mains 
fairly nascent and in the early phases 
of it’s development life cycle. 
We note that, given the nature and size of 
VC investments, a significant portion are ei-ther 
not publically announced or, if they are 
announced, the value of the investment is 
not. For the purposes of our analysis below, 
we have focused on transaction volume as 
opposed to value. 
60 
50 
40 
30 
20 
10 
11 
17 17 
32 
During the last three years 140 VC 
transactions were completed compared to 
77 during the three years 2008 to 2010. This 
upward trend has not been seen in MENA’s 
wider private equity industry which has 
28 
51 
54 
34 
demonstrated relatively flat performance, 
where 260 private equity transactions were 
completed during the last three years, 
compared to 267 from 2008 to 2010. 
0 
2006 2007 2008 2009 2010 2011 2012 2013 
Source: Zawya Private Equity Monitor 
Information 
Technology 
38% 
Industrial 
Manufacturing 
13% 
Sector Concentration by volume 
(2008 to 2010: 77 VC deals in total) 
Other 
17% 
Telecoms 
9% 
Financial Services 
5% 
Food and 
Beverage 
5% 
Services 
5% 
Media 
8% 
The IT and software sectors continue to be the most popular amongst VC investors. Of 
the total transactions in the region’s VC industry since 2011, 49 percent were in the IT 
and software sectors. There have been 103 completed IT and software transactions since 
2006, of which 69 occurred during the period 2011 to 2013. 
We note “others” primarily represents the agriculture, telecom and retail sectors. 
Information 
Technology 
49% 
Sector concentration by volume 
(2011 to 2013: 139 VC deals in total) 
Other 
19% 
Industrial 
Manufacturing 
5% 
Food and 
Beverage 
6% 
Media 
6% 
Consumer Goods 
7% 
Services 
8% 
3.2.1 
3.2 Number of VC transactions since 2006
15 
14 
Country Concentration by volume 
(2008 to 2010) 
Country concentration by volume 
(2011 to 2013) 
Jordan 
Based on available data, Lebanon, Egypt and 
Morocco lead the MENA region in terms 
of the number of VC investments with 27, 
24 and 24 transactions from 2011 to 2013, 
respectively. While the total number of VC 
deals in Egypt increased from 8 in 2008 
to 2010 to 24 in 2011 to 2013, it remains 
exposed to political volatility and saw a re-duction 
in VC activity from 9 deals in 2012 
to 6 in 2013. 
UAE continues to demonstrate resilience to 
the global financial crisis as the number of 
VC deals increased from 12 in 2008 to 2010 
to 16 in 2011 to 2013. The increase in VC 
activity is primarily attributable to the Infor-mation 
Technology, Services and Consumer 
goods sectors which accounted for six out of 
the UAE’s eight VC deals during 2013. 
UAE 
10% 
8% 
Others 
12% 
Tunisia 
14% 
Morocco 
17% 
Egypt 
17% 
Lebanon 
20% 
VC annual funds raised 
$ millions 
No. of VC funds raising 
250 
200 
150 
100 
50 
0 
1 
6 
2006 2007 2008 2009 2010 2011 2012 2013 
VC funds raised No. of VC funds raising 
10 
92 
4 
26 
107 
121 
29 
5 
7 
208 
5 
2 
8 
7 
6 
5 
4 
3 
2 
1 
0 
1 
2 
Cumulative funds raised since 2006 
Cumulative funds raised since 2006 
600 
500 
400 
300 
200 
100 
0 
10 
102 
310 312 
337 
444 
565 
594 
2006 2007 2008 2009 2010 2011 2012 2013 
Units 
3.2.2 
3.3 
3.3.1
17 
Following a strong fund raising year in 2012, there were $29 mil-lion 
16 
of VC funds raised in MENA during 2013. Although MENA’s 
macro-economic fundamentals remain strong, fund raising remains 
difficult reflective of a general lack of deal flow in the region, linger-ing 
effects of the global financial crisis, and the continuing political 
instability in key regional markets. 
That said, it is encouraging to note that there has been an increase in 
the total value of funds announced in MENA’s wider private equity 
industry (although we note that many are yet to close) during 2013 
compared to prior year ($2.6 billion in 2013 compared to $1.8 billion 
in 2012). 
Available data continues to reinforce the market’s shift in focus from 
large buyout funds to VC and growth capital funds over the last three 
years. While this shift to growth capital is not VC specific it does 
impact the VC industry as the growth capital funds in the region 
remain a key funding source of finance for the VC industry. Funds 
raised by growth capital focused funds increased from $302 million 
in 2008 to $922 million in 2013. 
3.4 Exits 
The impact of the global financial crisis on liquidity, valuations and 
investor appetite has resulted in longer than anticipated holding ho-rizons 
for VC investments. Based on available date, there have been 
no VC exits during 2013. 
Much like the PE industry, the VC industry has increased its focus in 
recent years to maximising value from existing investments through 
strategic and operational performance improvements. One would 
expect that, as the regional economies stabilise and liquidity in the 
market continues to improve, an increase in the number of exits will 
occur in the short to medium term. 
Photo by Sebastian Muller
19 
18 
as usual in MENA — the ‘new reality’ 
If I could offer you only one tip for the 
future, embrace entrepreneurship would 
be it. Near future that is, and not in any 
way belittling the importance of sunscreen! 
Put aside the “Everybody’s free to wear sun-screen” 
song humor aside, but some can ar-gue 
that turmoil in the Middle East, be it the 
situation in Syria, Palestine, Sudan, Egypt, 
Iraq (in short most of the middle-eastern 
countries), can cause many people to assume 
that the risk to invest in the region is too 
great. But on the contrary, investments in the 
region along with the startups’ entrepreneur-ial 
ecosystem are actually growing. 
To put it in a simpler and more direct man-ner, 
some investors continue to see opportu-nities 
in MENA. They managed to find and 
invest in the fast growing online business 
models that figured out how to operate really 
well during the turmoil – that has arguably 
become the norm now. That, in addition to a 
unique market, with high growth potential, 
growing demands, and most importantly a 
market that continues to buy, shapes the goal 
of securing lucrative market exits for these 
investments. 
But what is driving all this? Why are we wit-nessing 
this massive shift towards entrepre-neurship 
versus business as usual? 
I think nothing describes it better than the 
scene where Gordon Gekko (played by 
Michael Douglas in the movie Wall Street: 
Money Never Sleeps) addressed a crowd 
of twenty-something anxiously listening: 
“I’m not talking about consoles. I’m talking 
about people. You don’t know it yet. But, you 
are the ‘NINJA’ generation... You have no 
income, no jobs... no assets.” 
Fast-forwarding across all the lectures in 
macro-economics frameworks and analysis, 
we arrive at the conclusion that it seems the 
‘NINJA’ generation is getting it, and taking 
matters in their hands by taking action 
instead of surrendering to the status quo. 
Of course, this did not take place in isola-tion. 
A number of factors have been nurtur-ing 
a new breed of MENA entrepreneurs for 
while. But before getting into those factors, 
lets agree on the definition of “entrepreneur-ship” 
and how it differs from the Small and 
medium enterprises (SMEs) or small and 
medium-sized businesses (SMBs) that the 
banking and international organizations 
such as the World Bank, the United Nations 
and the World Trade Organization (WTO) 
prefer and use elaborately. 
In their definition, Small enterprises – are 
enterprises where personnel numbers fall 
below certain limits – outnumber large com-panies 
by a wide margin and also employ 
many more people. SMEs are also said to 
be responsible for driving innovation and 
competition in many economic sectors. 
Not to belittle in any form or manner the 
value SMEs/SMBs bring to the economical 
growth and development equation but what 
bothers me is the often mix up between what 
this segment really needs to grow versus the 
‘banking-based’ tools for small-to-medium 
(SME or SMB) development that I believe 
should be described as “ponzi job creation” 
initiatives. 
Now back to entrepreneurship versus SME/ 
SMB world. Would you be really interested 
in investing in a venture that is “small” and 
by definition plans to grow and become a 
“medium” enterprise? Wouldn’t you rather 
back an entrepreneur with a startup seeking 
to scale it up into an enterprise! 
4. 
Entrepreneurship versus business 
Rami Al-Karmi, 
Founder of Arcoten Holdings 
Entrepreneurship versus business as usual in MENA — the ‘new reality’ 
Although ‘entrepreneurship’ has become 
to an extent a cliché term used widely 
across the Arab world – most of the 
people I know have the word ‘entrepre-neurship’ 
mentioned in their Linkedin 
header or job titles, I have to be frank 
before claiming that I know anything 
about the topic. 
The first time I was introduced to the 
term ‘entrepreneurship’ was while reading 
an invitation I received from the US De-partment 
of State back in 2010 to attend 
the Presidential Summit on Entrepreneur-ship 
as part of a delegation of 13 Jorda-nians. 
The letter back then addressed me 
as a “serial entrepreneur” and it was quite 
enjoyable to figure out what the meaning 
was of the title they decided to bestow 
upon me, and how what I have been 
involved in since I was 19 years old–my 
mom has year after year described it as 
‘naive and crazy’ - can be described as an 
act of ‘entrepreneurship’. 
Entrepreneurship to me can never be a 
job description or a title. Entrepreneur-ship 
is a state of mind, an attitude of 
perseverance towards identifying and 
acting on solving problems while others 
are simply satisfied by arguing, blaming or 
getting depressed. I would like to believe 
that within time, entrepreneurs develop 
a special set of lens that help them see 
clearly through all what others see as chal-lenges 
and obstacles, followed by the use 
of their special skills to recruit and get ac-cess 
or control over resources that are not 
originally within their disposal to create 
value that is delivered within a repeatable 
and scalable business model. 
Although there has been two loosely 
connected entrepreneurship ecosystem 
landscapes going on for some time in the 
region: one suffering from severe scarcity 
in resources and the other, on the con-trary, 
pouring tons of resources on it, both 
hoping to land a ‘silicon valley-adapted’ 
job-creation model that works. I would 
say that most of the efforts to boost and 
activate an entrepreneurial ecosystem in 
MENA including the government funded, 
private sector led or non for profit, incu-bators, 
accelerators, business plan compe-titions, 
etc... – although not aligned, and 
in most of the cases caused more harm 
than value or were misleading to startup 
founders – are starting to pay off. 
Reading a study by Endeavor that tracked 
the effect of a high impact enterprise in 
boosting the entrepreneurial ecosystem 
was a true eye opener to me. Zooming 
the lens of the study to the MENA region 
would show you how the effect of Fadi 
Ghandour – founder of Aramex – in-vesting 
in startups like his investment 
in Samih Toukan and Hussam Khoury’s 
Maktoob (acquired by Yahoo in 2009) 
would ripple across a large number of 
startups and founders for years to come. 
Same thing applies to tracking how 
HIKMA Pharmaceutical Group has 
been instrumental in supporting a large 
number of startup founders is just mind 
blowing. HIKMA was founded by Dr 
Samih Darwazeh (Said’s father), now pub-licly 
listed on London Stock Exchange, 
together they grew the group from zero 
revenues in 1978 to 1,365 Million Dollars 
of group revenue in 2013, and more than 
7,000 employees is just a fraction of the 
true success indicators behind the story of 
HIKMA. 
For a while, most of the viable activity 
taking place in the MENA entrepreneur-ial 
space has been what can be classified 
under ICT Business to Business (B2B), or 
Entrepreneurship 
is a state of mind, 
an attitude of 
perseverance towards 
identifying and acting 
on solving problems 
while others are 
simply satisfied by 
arguing, blaming or 
getting depressed” 
“unsexy business models” as referred to by 
Dave McClure, founder of 500 start-ups 
that grew in a few years to be one of the 
top global seed accelerator programs in 
silicon valley [Disclosure: Author is a 
mentor and LP at 500 startups]. Unlike 
other active investors, 500 startups does 
invest in unsexy business models. And 
worthy of note is that 500 has invested 
in 11 MENA based startups till date, and 
partnered with ZAIN (the leading MENA 
mobile operator) to create ZINC, as a 
partnership platform acting as a bridge 
between silicon valley and Amman as 
a hub for the Arabic region’s entrepre-neurial 
activity. 500 startups’ investment 
thesis has the ‘Arabic language and Arabic 
speaking Internet audience’ specifically 
mentioned as a target area of focus.
What the new breed of MENA entrepre-neurs 
20 
are getting to understand is that 
the best way to create a billion dollar 
consumer Internet company is to build a 
digital transaction business where buyers 
and sellers connect and a better environ-ment 
for the transaction to take place is 
facilitated. 
If we look at the publicly traded US Inter-net 
companies worth more than USD 1 
billion, nearly 70% of them are companies 
built around a digital transaction business 
model, while all but one – Amazon – of 
those firms do not deal with physical 
goods. Almost all of these companies 
started around facilitating digital ‘infor-mation- 
led’ commerce. They have built 
category-defining platforms that manage 
to attract large communities of either 
businesses or consumers, in addition to 
providing them with value against a pain 
they used to suffer from. 
As for Arabia, we now have a region with 
one of the highest Internet and smart-phone 
penetration rates in the world, with 
Arabic declared as the fastest-growing 
language online and Saudi Arabia being 
the record-holder of the highest replay 
rate of YouTube videos on mobile in the 
world for at least a couple of years now. 
Arabic consumers equipped with the 
mobile-first mindset is expecting a lot: 
They will plan a trip, buy a ticket, a gift, a 
ride, a meal, make a reservation or a hotel 
booking, organize a night out and, in the 
UAE at least, they are expecting to do all 
of their government transactions 24/7 
through their phones by 2015. The best 
of these digital transaction companies are 
the ones that can seamlessly integrate con-sumers’ 
interests, social network presence 
and context to deliver a super-relevant 
mobile experience, directing most of their 
spending habits with comfort and addic-tive 
ease. 
But before you start dreaming in the 
clouds of billion-dollar valuations. Lets 
go back to the basics of a start-up, as 
Steve Blank (Senior entrepreneurship 
lecturer, Best selling author, and creator 
of Customer Development model) states: 
“A start-up is a temporary organization, 
designed to discover a repeatable and 
scalable model. Start-ups are not small 
versions of large companies”. 
Rather they are different in every possible 
way – from goals, to measurements, from 
employees to culture. Very few skills, 
process, people or strategies that work in a 
startup are successful in a large established 
company and vice versa because a startup 
is a different organizational entity than a 
large established company. 
“There is no such thing as an entrepre-neur 
with ‘vision’. It is all ‘hallucination’ 
until the founders get out of the building 
and validate their business model by being 
engaged with customers.” continues Steve 
Blank. 
I believe a massive shift has started in how 
we do business in MENA, we are very 
close to a tipping point that cannot be 
jeopardized by the constant turmoil and 
for those insisting on wearing the dark 
gloomy goggles, I leave you with the latest 
book by Sir Richard Branson founder of 
Virgin Group – which comprises more 
than 400 companies – interestingly titled 
“Screw Business as usual”. 
About: 
Rami Al-Karmi is an LP & Mentor at 500 
startups, a proud geek, investor, and 
widely recognized advisor and expert in 
corporate venturing, strategy, corporate 
entrepreneurship, building lean startup 
ecosystems, business model innovation, 
and digital distribution growth through 
viral marketing and big data. In 2013, he 
founded Arcoten Holdings as his advising/ 
investing vehicle where he partners with 
corporates, accelerators, and incubators to 
build lean startup ecosystems, and helps 
companies through providing expertise in growth, hands-on 
mentorship, access to capital, and helps companies iterate 
product and grow fast. With a footprint that till date includes 
more than 100 mentored, advised, or invested individual 
companies. This footprint also expands to bring the lean startup 
mindset to MENA ecosystem players FastForward accelerator in 
Ramallah/Palestine, VentureLab Accelerator in King Abdullah 
University for Science and Technology (KAUST) in Saudi Arabia, 
Qatar Business Incubation Center (QBIC), and ZINC (ZAIN 
Innovation Campus) in Jordan as an umbrella for the partnership 
between 500 startups and ZAIN’s Corporate Entrepreneurship 
Responsibility (CER) division he helped cofound. 
From time to time, he also likes to build and adopt companies 
with friends and partners inside Arcoten. 
If I could offer you 
only one tip for 
the future, embrace 
‘entrepreneurship’ 
would be it. Near future 
that is, and not in any way 
belittling the importance 
of sunscreen!” 
“
5. 
Q&A with 
Mustafa Sadek, 
Founder and Managing 
Partner of UrbanBuz 
Q: “It is hard for a startup to get fund-ing 
in this region”. A statement that is on 
most entrepreneurs lips nowadays.. Do 
you relate to this statement? 
I personally relate to it to a large extent; 
however, I believe this is a somehow 
misleading or at least an in-accurate 
statement. To say that it is hard to get 
funding here means that it is easy to get 
it somewhere else, which is not true. It is 
hard to get funded anywhere in the world 
especially if we are talking about first-time 
entrepreneurs. After being in this market 
for more than 4 years and as a first-time 
entrepreneur myself, I came to realize 
that the real challenge is not about getting 
funded but about seeking funding from 
the right investors who fully understand 
the nature of a startup so they can help the 
aspiring entrepreneurs in ways beyond 
funding. 
Q: When comparing the VC ecosystem 
in the MENA region to that of Silicon 
Valley, how far behind are we? 
Everyone likes to compare our VC eco-system 
to that of Silicon Valley in the US, 
as it stands today, which is fine but the 
key question is whether we are compar-ing 
two equally mature ecosystems. Some 
argue that it took more than 50 years for 
Silicon Valley to get to where it is today, 
yet we tend to overlook the fact that, the 
VC space in MENA is at its very nascent 
stages. Whether we, the entrepreneurs, like 
it or not, the whole venture capital move-ment 
along with Silicon Valley was created 
by investment bankers who were looking 
for new ways to generate wealth. So it was 
logical for them to look for smart people 
with some track record who were trying 
to setup their companies and technology 
back then was “l’ordre du jour” so it was 
the natural candidate for such a new ven-ture 
(pun intended), and that was the birth 
of Silicon Valley. 
Fast forward to today and specifically in 
our region and you will see a similar pat-tern 
where investment bankers and people 
with wealth are trying to find ways to 
create more wealth outside the traditional 
channels which up until recently, was 
mainly focused on real estate and tradi-tional 
brick-and-mortar businesses. 
One would look at this as a good sign, 
even though a bit late, but an encourag-ing 
one. The problem, however, is that the 
people who are trying to kick-start the 
startup and entrepreneurship market, are 
coming at it with a simplistic approach, 
with no real cooperation, underestimating 
how complex the journey can be and how 
different the investment approach should 
be, especially in technology Startups. What 
is making things even worse sometimes 
is the continuous unfair comparison be-tween 
entrepreneurs and entrepreneurs in 
the US or in Europe, which does not make 
sense at all. 
Q: What role does Education play in 
creating a successful ecosystem? 
Very few VCs in the region are think-ing 
and acting outside the pure realm of 
funding.. I truly believe that for entrepre-neurship 
to thrive you need to encour-age 
innovation and creativity and yet, 
entrepreneurs will never thrive in this 
region unless the mindset changes and all 
obstacles that may curtail entrepreneurs’ 
full potential are lifted. Needless to say 
our education system is outdated and if 
we are really counting on the education 
system to be overhauled then we need to 
be extremely patient as it is a long process. 
This is where the private sector needs to 
step in and create alternative programs to 
prepare and train the new generations and 
train to think like an entrepreneurs, to cre-ate 
their own jobs, to take risks, to accept 
failure, and most importantly to think big 
and bold. 
Views of an Entrepreneur 
Entrepreneurs 
do not only need 
incubation houses 
or accelerators... 
but to provide them 
with an environment 
where they can freely 
collaborate and 
exchange ideas with 
each other” 
Photo by Nicola Perantoni
25 
24 
About: 
Mustafa has over 18 years’ experience in the technology field, with 
a focus on building online consumer platforms from the ground 
up. Previously he managed teams at Intel (USA) where he built an 
Enterprise User Portal; and Nike (USA) with responsibility for their 
B2B e-commerce platform, which generated revenues of over 
$4bn in2009. 
Mustafa’s technology development background helps 
him lead UrbanBuz’s progress from the front, and 
leverage his expertise in the constant evolution of an 
agile and dynamic customer loyalty platform. 
Q: Where do we stand in terms of knowl-edge 
sharing and mentoring here in the 
region and are incubators and accelerators 
providing this environment? 
Entrepreneurs do not only need incubation 
houses or accelerators at this stage because 
the idea of incubation is not to give an entre-preneur 
a desk and a phone but to provide 
them with an environment where they can 
freely collaborate and exchange ideas with 
each other. This is something that incuba-tors 
in the region are overlooking because 
there is a mindset here of competing not 
collaborating, of secrecy instead of sharing 
and most importantly, there is a huge stigma 
about failure to the extent that some ideas do 
not see the light for the mere fear that they 
will fail. 
Q: What do Entrepreneurs need the most, 
apart from funding? 
The whole notion of creating a VC market 
to throw money at startups is in my opin-ion, 
a misguided one. I don’t think early 
stage entrepreneurs need a lot of money at 
the start but what they need the most is for 
obstacles to be removed from their path, and 
there are many. In other words, they need 
help in navigating the legal infrastructure 
which is changing all the time; they need 
the right introductions to business owners 
or the relevant enablers who can help grow 
the startup. Passive investing, which is heard 
of quite frequently, even though attractive 
to me as an entrepreneur, is at this stage not 
helpful at all. 
Q: Are regional VCs ready to adopt the 
concept of “failure”? 
Everyone knows that the majority of startups 
end up failing but for some reason, investors 
in this region still expect the majority, if not 
all, of their startups to succeed. This goes 
back to the risk-averse mindset that is es-tablished 
here. That needs to change. I have 
heard many VCs saying that they would only 
fund startups based on a model that mimics 
a similar company in the US or Europe. 
With all due respect, that is not entrepre-neurship, 
this is simply playing it safe and it 
goes against everything that entrepreneur-ship 
and venture capital should be about. 
Q: What message do you have for VCs in 
the region? 
The gun shot hands-off investment approach 
that works in the more developed eco-sys-tems 
like the US, does not work here. Here, 
VCs need to be more involved with creating 
value for their portfolio companies, they 
need to be more hands on; and therefore 
more focused in their investment approach. 
You will always have entrepreneurs coming 
up with great ideas and ambitious plans but 
unless you build a system for them to thrive 
then they will not come forward and you 
will end up funding businesses disguised as 
startups and not true startups. 
Q: What are some of things you are doing 
with UrbanBuz to overcome some of those 
challenges? 
From the first day, I wanted to create 
something that can compete globally and so 
copying an idea from the US was not going 
to allow us to do that. We not only wanted to 
change how the market of customer loyalty 
is defined, but we wanted to be the leader in 
what we call the new customer loyalty field. 
One of the challenges we faced is the lack of 
information in this region about the market 
Views of an Entrepreneur 
in general and customer loyalty and engage-ment 
in specific. So we set out to understand 
the market by talking to the businesses 
directly and collect our own data. That’s how 
UrbanBuz was born, it was a painful process 
but it allowed us to have a better under-standing 
of the market right from the source 
and then to create something to address the 
specific needs of that market, which proved 
to be rewarding to us. 
We did this for a while before we decided to 
approach investors which made the conver-sation 
with them easier, as we had by then 
a fully functional relevant product with 
paying clients. That’s why we were offered 
more money than what we were asking for at 
the time and we decided not to take money 
from some. 
Also the experience of the founding team 
played a big factor in getting us to where we 
are today, which is something you do not see 
in a lot of the startups here. Even with that 
we had no illusions about what it would take 
to start something like UrbanBuz here and 
we knew that we needed a lot of help. So we 
adopted the lean startup approach where we 
built a company that is agile enough so we 
can react to what we hear from the market 
and quickly adapt to it and so far we have 
been fairly successful at that. We made some 
assumptions and the market proved them 
wrong but we were able to quickly adjust and 
come up with an even better solution. 
The funny and sad thing is I always get asked 
if we copied our idea from somewhere else 
and when I answer no I see this surprise 
look on the face of the people. Unfortunately 
there are a lot of startups here doing just that 
but we have decided from day one to create 
something that not only would be able to 
compete globally but that would change how 
businesses think of customer loyalty and 
customer engagement and this is what we 
will continue to do.
27 
26 
The success of the regional private 
equity industry has been followed 
by a rapid rise in the number of 
regionally-focused venture capital funds 
who built strong links with start-up 
incubators and academic centers across 
the region. However, one can also detect 
a missing link in what can otherwise be 
considered to be a bright start. While 
start-ups are currently better positioned 
than at any time in the past to access angel 
investments and can rely on regional and 
international venture capital funds and 
platforms to raise multiple investment 
rounds, the opportunity to fully benefit 
from such ecosystem is hampered by their 
limited access to quality and specialized 
legal and other services. What ensues is a 
situation in which start-ups have access to 
funds but - in parallel - are unable to navi-gate 
the web of legal, transaction, struc-tural, 
operational, regulatory and compli-ance 
issues. This, ultimately, hinders their 
ability to freely operate a business, create 
maximum value for fund raising and 
financing series, or build up to a successful 
exit route. 
Most entrepreneurs, we and our clients en-counter, 
appreciate and value the importance 
of receiving quality legal service. However, 
in view of the generally significant financial 
outlay and lack of continued security of 
income required in launching a start-up, 
these entrepreneurs are unable to afford, 
or reasonably justify over other issues and 
expenses, such legal services particularly 
when addressing issues relating not just to 
setting up their business, but also the man-ner 
in which it will be funded, operated and 
managed. A labyrinth of legal issues relat-ing 
to corporate forms, licensing, foreign 
ownership, employment, incentive schemes, 
intellectual property, and governance are 
few of the issues that need to be addressed. 
In many of the regional communities where 
such entrepreneurs are based, there is a very 
limited number of lawyers and law firms 
who have genuine experience in such legal 
issues and even where they do, such experi- 
6. 
The missing link: 
The role of legal clinics in supporting 
MENA’s start-up ecosystem 
Ayman A. Khaleq, 
Managing Partner (Dubai), 
Morgan, Lewis & Bockius 
Philip Dowsett, 
Senior Associate, 
Morgan, Lewis & Bockius 
The missing link: The role of legal clinics in supporting MENA’s start-up ecosystem 
ence does not span the board spectrum 
of legal issues arising under early stage 
venture investing. This has triggered the 
need for international law firms to step 
in and to be creative in applying alterna-tive 
fee arrangements that would make 
their services more readily accessible by 
entrepreneurs and start-ups. However, in 
some instances pro bono-based solutions 
are needed particularly in the early days 
of a start-up’s cycle and in markets where 
even steeply discounted fees are out of the 
reach of the majority of entrepreneurs. 
This article aims at providing examples of 
successful legal initiatives that focus on pro 
bono support for start-ups, and examples 
of the type of issues that such legal services 
should aim to tackle in the Middle East 
and North Africa (MENA) region. While a 
number of regional cities, such as Amman, 
Beirut, Cairo, Jeddah and Riyadh are net 
contributors to the regional start-up indus-try, 
the UAE (and Dubai specifically) has 
the type of characteristics, including legal 
systems and access to capital, that would 
and should make it a prime location from 
which such specialized legal support can 
be extended, on a pro bono basis, to such 
start-ups. 
Tried and tested initiatives 
In developing a structure for a legal clinic, 
there is no need to reinvent the wheel. A 
number of initiatives have been success-fully 
implemented in a number of cities 
(particularly those that make it a point to 
attract entrepreneurs and the individuals 
behind the creative industries), and can 
provide a base from which a more local-ized 
model can be implemented across 
the MENA region. One such example of 
is the “Neighborhood Entrepreneur Law 
Project” (NELP) in the United States, 
which our law firm, Morgan, Lewis & 
Bockius, participates in. NELP’s mission 
is to provide low to mid-income micro-entrepreneurs 
with the legal services 
necessary to get their business started off 
on as sound a footing as possible, through 
conducting an intake with potential 
clients before referring them to firms like 
ours for pro bono representation. Such 
intake process provides an important 
screening function. For example, during 
this process, NELP reviews the potential 
client’s household income to make sure 
it qualifies for pro bono services and 
also considers its business plan to assess 
what stage the new business is at and the 
seriousness of the client about the project. 
Factors such as whether the business 
intends to contribute to an economically 
depressed community are also considered. 
Pro bono attorneys then assist these entre-preneurs 
on a range of matters such as 
incorporation and tax issues, commercial 
lease negotiations, and permit applica-tions. 
(By way of example, a recent case 
we undertook involved drafting a fiscal 
sponsorship agreement for a start-up that 
connects senior citizens with under-privileged 
elementary school children for 
tutoring assistance). In addition, volunteer 
attorneys have the opportunity to partici-pate 
in limited advice small business legal 
clinics where they advise New York City 
based small business owners on a range 
of issues without engaging in an ongoing 
representation. 
There are other efforts to expand the 
availability of pro bono legal services for 
small business. For example, recently 
more than 150 New York City attorneys 
from over 30 firms, including Morgan 
Lewis, participated in a one day Small 
Business Legal Academy, organized by the 
Association of Pro Bono Counsel (www. 
apbco.org), where over 200 fledgling small 
business owners were able to attend work-shops 
on topics such as Not-for-Profit 
Formation, Employment Law and Person-nel 
Management, and also meet individu-ally 
with lawyers to discuss specific legal 
issues. 
The importance of localizing 
legal services 
At 50,000 feet, entrepreneurs in the 
Middle East face the same obstacles and 
challenges as those in even the most 
mature and accommodating start-up en-vironments 
in the world. That said, there 
are additional issues and challenges which 
are inevitably encountered by all start-ups 
in the MENA region, but equally on the 
flip-side, many advantages, including, not 
least the often tax free environment. Set 
out below are certain key considerations 
and issues that we see encountered by 
start-ups and entrepreneurs during the 
early life of the enterprise and in accepting 
venture capital or private equity invest- 
Most entrepreneurs... appreciate and value 
the importance of receiving quality legal service”
The missing link: The role of legal clinics in supporting MENA’s start-up ecosystem 
29 
28 
ment. As a law firm regularly advising on 
venture capital and private equity at various 
financing stages, in the absence of legal 
advice and addressing certain issues at an 
early stage, significant time and expense can 
often be expended in rectifying these issues 
or getting the start-up “investment” ready. 
By also addressing these issues at an early 
stage, entrepreneurs can succeed in value 
creation from the outset and making invest-ment 
more attractive and improve the pre-money 
valuations of their companies. The 
list of issues discussed below is in no way 
intended to be exhaustive but is intended 
to be indicative of certain key aspects that 
should be given consideration Ownership 
and Sponsorship. 
The MENA region, with the exception of 
certain countries, differs from the Western 
world in respect of incorporation of com-panies 
and is significantly more onerous 
and restrictive. More relevant for GCC 
companies, unlike, for example, the United 
Kingdom where you can purchase a shelf 
company immediately for around US$50, 
there is no similar concept in many MENA 
countries and incorporation is a much 
longer, drawn out and costly process. Ad-ditionally, 
certain countries (including the 
UAE) for onshore incorporations requires 
a local sponsor who holds a minimum 
percentage of the share capital of any UAE 
limited liability company. This, however, 
generally does not beneficially entitle that 
person to that percentage of profits and 
quite often the local sponsor will, through 
separate agreement, assign any voting 
rights and economic rights attributed to 
its shares in consideration for an annual 
fee. Although sponsorship is generally an 
appreciated and accepted practice across 
MENA, there are many complexities and 
pitfalls with these arrangements and it is 
important to ensure the arrangement is 
reasonable and addresses certain pertinent 
issues and gives the entrepreneurs the nec-essary 
protections (for example, to change 
out the sponsor at the relevant time). An 
alternative to local ownership is to incorpo-rate 
in a freezone where 100% foreign own-ership 
is permitted which, where possible, 
is often the preferred route of establishment 
for entrepreneurs and Dubai has excelled in 
creating a very accommodating landscape 
in respect of its freezones. However, with 
the wide range of freezones available it is 
important to ensure the correct free zone is 
chosen or such can lead to future hindered 
operations. 
Structuring 
At the beginning of a start-up’s life one 
of the more significant expenses is the 
establishment costs and accordingly, and 
understandably, most start-ups are often 
structured with ownership directly into the 
onshore operating entity. Although this 
is often sufficient for initial operating and 
ownership purposes, due to often simple 
and unsophisticated corporate and com-mercial 
laws in the MENA jurisdictions, as 
well as limitations on share transfers, MENA 
jurisdictions are often non-investor friendly 
jurisdictions, and also fail to adequately 
protect founders where outside investors are 
introduced. Accordingly, quite often VC and 
PE firms as a condition to investment will 
require corporate restructuring to provide 
an offshore ownership regime (for example, 
in the Cayman Islands or British Virgin 
Islands) which will wholly-own the local 
operating entity (subject to local owner-ship 
requirements) and all shareholders 
will reside at the offshore level. This allows 
much more certainty on the applicability of 
agreed investment provisions, for example, 
there can be different shares classes (often 
not possible in MENA jurisdictions), drag 
rights, tag rights and other transfers all of 
which can be enforced (which is not the 
case often in MENA countries) and allows 
for more flexible governance. Although it is 
often understandable why start-ups are not 
initially structured offshore, with cost the 
primary concern, such restructurings can 
Although 
sponsorship 
is generally an 
appreciated and 
accepted practice 
across MENA, 
there are many 
complexities and 
pitfalls with these 
arrangements and 
it is important 
to ensure the 
arrangement is 
reasonable and 
addresses certain 
pertinent issues 
and gives the 
entrepreneurs 
the necessary 
protections” 
become complicated if not prepared for in 
advance or positioned correctly. 
Licensing 
Again, in contrast to Western countries, 
most MENA countries require companies 
to obtain and annually renew a specific 
licence setting out its permitted activities. 
There are certain activities which may 
be possible in some areas of a country 
and not others (for example, in the UAE 
with a free zone licence, activities are 
meant to be restricted to operation in that 
freezone). Accordingly, it is important to 
ensure that the correct licence is obtained 
and advice received on the permissibility 
of country wide operations. 
Corporate Governance 
As outlined above, MENA jurisdictions of-ten 
do not provide sophisticated corporate 
governance regimes and as, commonly, 
civil law jurisdictions, can lack certainty 
in the determination or applicability of 
certain laws, regulations or guiding prin-ciples. 
Also, given that quite often amend-ing 
constitutional documents of MENA 
entities is an involved process, structuring 
governance correctly from the outset can 
avoid continued operational issues. 
Accepting Investment 
Finding and securing investment from 
a VC or PE investor is a key and monu-mental 
moment in the life of a start-up. 
It demonstrates the achievements of that 
entity to date as well as its potential, and 
that first stage of VC/PE investment can 
be the most importance financing stage of 
a start-up. That said, there are many issues 
to be aware of in accepting such invest-ment 
and in the absence of specialised le-gal 
advice, entrepreneurs can often expose 
themselves unwittingly to significant risks. 
Investor Rights 
In accepting VC or PE funding, an 
investor will expect certain rights, which 
is beyond the scope of this article, but 
one such a right will generally include 
board and veto rights over certain deci-sions, 
such as raising debt, opening new 
branches, incurring CAPEX over a certain 
threshold, and commencing litigation. At 
this stage it is imperative for the founders 
and operators of a business to ensure that, 
although veto rights are inevitable and 
market, such are not too extensive and 
far-reaching so as to unduly hinder the 
day-to-date operations of the company, 
which is not in the interests of either party 
but can often be the result of an over-zeal-ous 
investor and ill-advised founder 
Another key set of rights an investor 
will commonly require are rights re-garding 
the transferability of shares. For 
example, an investor will want to lock 
the founders up for a certain period, 
will likely require pre-emption rights 
over any transfers of shares, drag rights 
(i.e. the ability of the investor to compel 
the transfer of shares, which a founder 
needs to be very conscious of as it can 
entitle a person to sell the entire com-pany), 
down-round protection (i.e. if 
shares are issued in the future at a price 
lower than the investor paid, it gets 
“made-good” (although the levels of 
redress vary and can be complicated)) 
and potentially a “liquidation prefer-ence” 
(i.e. a preferred or first participat-ing 
return on their investment). 
Intellectual Property 
Start-ups can often involve intellectual 
property ownership or licensing, and 
in such cases this can be where the real 
value of the company lies. Accordingly, it 
is imperative to ensure such intellectual 
property is adequately protected, but often 
due to the specialized nature of intellec-tual 
property this is often overlooked. Due 
to its intrinsic value to those intellectual 
property focused companies ensuring the 
intellectual property is protected is key for 
both value creation and value preserva-tion 
for start-ups. 
Financing 
Start-ups may seek to obtain debt financing, 
bid-bond facilities or overdrafts and in such 
cases the arrangements will often be on the 
banks standard terms. However, quite often 
start-ups will avail loans from friends and 
family and in order to avoid confusion or 
uncertainty papering all loans, as well as 
other related party transactions, however 
simply, can help create strong corporate 
governance and in itself created a more 
“investable” company (this applies to ideally 
documenting all arrangements). 
Governing Law 
and Dispute Resolution 
A common misconception is that operat-ing 
in a country requires using the law of 
that country for any agreements entered 
into. Although this may be the case and 
local entities may require using that law, 
there is often no obligation to do so and 
quite often parties prefer more sophisti-cated 
laws to govern more complicated 
transactions, with English law being the 
preferred choice. However, each and 
any governing law comes with its own 
nuances and ideally material transac-tions 
are reviewed by a qualified lawyer to 
ensure there are no issues under the law 
of choice.
Employee Incentives 
Where start-ups are cash strapped or seeking 
to preserve cash-flow, often incentives other 
than high salaries are offered to employees, 
advisors and consultants, which also encourage 
performance, commonly in the form of “sweat 
equity”. However, such is often more a promise 
of equity than an actual allotment often 
because MENA countries are not accommo-dating 
for issuing multiple minority sharehold-ings, 
but also often because the start-up does 
not have a sophisticated governance regime 
to accommodate such. Incentive schemes can 
be complicated, and it is important to ensure 
that such is documented between the relevant 
parties to avoid any claim for an unintended 
equity allotment further down the road. Also, 
as soon as a formal share incentive scheme can 
be implemented such is advisable, as one of the 
paramount matters of interest to an investor 
is who has claims over shares and what their 
ownership percentage looks like following their 
investment and on a fully diluted basis. 
The UAE as a hub 
for pro bono legal clinics 
The case for the UAE as a legal hub for the 
provision of legal services to start-ups on a 
pro bono basis is strong and encouraging. 
Aside from the favourable tax free status 
of the UAE, the governments of Dubai 
and Abu Dhabi are actively participating 
in providing their support by establishing 
companies that function as accelerators such 
as Silicon Oasis Founders and Twofour54 to 
fund and guide entrepreneurs and start-ups 
at their initial stages. For example, further to 
providing financial support, Twofour54, an 
Abu Dhabi Government initiative and enter-prise, 
recently spearheaded the introduction 
of a new visa category that is expected to be 
implemented soon for entrepreneurs to start 
a business in the UAE aiming to provide a 
cost-efficient and viable alternative to the 
current expensive residency visa. 
The foreign ownership issue has always been 
an obstacle when it comes to opening a com-pany 
in the UAE as the laws of the country 
would oblige a foreigner owner to let go of 
51% of his share capital to a UAE partner. 
Dubai took major steps to deal with such 
obstacles in order to attract foreign entrepre-neurs 
and startups to the country establish-ing 
more than 13 tech free zones where an 
owner would retain 100% of his company’s 
The missing link: The role of legal clinics in supporting MENA’s start-up ecosystem 
share capital. Free zones deal with visa matters as well 
as they now provide entry permits to those entrepre-neurs 
and startups who want to register their com-panies 
within. Dubai free zones are built in a manner 
that will accommodate thousands of entrepreneurs 
and startups providing office space for their compa-nies 
to operate. All of which shows real intention by 
Dubai to attract startups and reduce challenges that 
may affect their growth and operation. 
But more importantly, the human capital that can be 
found in the UAE (and in Dubai specifically) is the 
key reason why the country is well-placed to bridge 
the “legal support” gap. A number of profession-als 
are investing, not just through the institutions 
they represent and the funds they manage, but also 
personally, and formal and informal angel inves-tors 
clubs are taking shape. Such clubs can provide 
an excellent platform through which legal support 
can be provided. More importantly, there are more 
international law firms in the UAE than in any 
other regional jurisdiction and many of those law 
firms offer the type of legal services that regional 
entrepreneurs need but in most cases cannot afford. 
Those law firms also work within a much broader 
legal community that includes in-house lawyers who 
advise the public or private sector, and together can 
form the type of initiative that can provide a tangible 
boost to the region’s start-up industry particularly 
in the technology field. While formulating such 
initiatives may prove time consuming, individual 
lawyers or law firms can always adopt local pro bono 
programs within such space. Finally, adopting the 
proposed pro bono approach can also be viewed as a 
way for many international law firms to give back to 
jurisdictions where they operate on a tax free basis. 
More importantly though, it is our view that if this 
region is to address the type of social and economi-cal 
issues that arise as a result of the massive popula-tion 
growth, much more needs to be done by the 
private sector, while governments would merely pro-vide 
an enabling environment. Such activities by the 
private sector, and the professional set-ups behind 
it, ought to utilize pro bono initiatives hand-in-hand 
with “for profit” activities. We also believe that the 
MENA Private Equity Association is an extremely 
useful conduit that can establish a link between the 
regional PE and VC industries and its support echo-system 
including consultants, lawyers and accoun-tants 
on the one hand, and entrepreneurs who can 
benefit from the existence of such legal clinics on the 
other. We plan to continue to work with association 
on making this vision a reality. 
“ More importantly, there are more international law firms in the UAE 
than in any other regional jurisdiction and many of those law firms offer the 
type of legal services that regional entrepreneurs need but in most cases cannot 
afford... 
” 
Photo by Sonja Langford
7. 
About The MENA Private 
Equity Association 
The MENA Private Equity Association is the sole representative body to promote 
the MENA private equity and venture capital industry across the globe, to key 
stakeholders. 
Its primary goal is to facilitate the knowledge sharing in order to encourage 
overall economic growth and build trust with investors, regulators and the public 
regionally and internationally. 
Our mandate: 
• Enhance transparency through industry statistics and information sharing to 
build trust in the industry. 
• Offer a platform for collective knowledge sharing from top practitioners to 
develop best practice guidelines in various industries. 
• Leverage on expertise of leading lawyers and consultants to keep an open 
dialogue with regional regulators. 
• Bring together members and experts from different industries to participate 
in our member-only flagship, roundtable events to help our members identify 
investment opportunities and build new contacts. 
We help the PE/VC community through these specific initiatives: 
• Issue the Annual Private Equity & Venture Capital reports on yearly basis. 
• Reach out to family offices and Investors in the GCC region and raise 
awareness about the members of the association and the important role they 
play in growing companies. 
• Gather GP’s, industry professionals as well as operators in Education, 
Healthcare, Retail, Oil & Gas, IT, Consumer Goods, F&B, Financial Services and 
others, to help them identify investment opportunities. 
• Issue white papers summarizing the roundtable discussions. 
• Tie-up with other Associations in Europe, North America and Asia to offer co-memberships, 
discounted rates to attend global events, customized training 
programs and exposure to global research. 
www.menapea.com 
Photo by Adam Przewoski
Members Directory 
35 
7.1 MEMBERS’ DIRECTORY 
The Abraaj Group 
Dubai International Financial Centre (DIFC) 
Gate Village 8, 3rd Floor 
PO Box 504905 
Dubai, UAE 
Global Offices: Istanbul, Mexico City, 
Mumbai, Nairobi, Singapore, London 
info@abraaj.com 
www.abraaj.com 
Al Masah Capital 
Dubai, UAE 
Abu Dhabi, UAE 
Kuwait 
Singapore 
+971 4 453 1500 
nrupadityasinghdeo@almasahcapital.com 
www.almasahcapital.com 
Amwal Al Khaleej 
Riyadh (HQ), KSA, +966 11 216 4666, 
Riyadh@amwalalkhaleej.com 
Dubai, UAE, +971 4 327 5875, 
dubai@amwalalkhaleej.com 
Cairo, Egypt, +202 2736 3742, 
cairo@amwalalkhaleej.com 
www.amwalalkhaleej.com 
Capital Trust Group 
The Euromena Funds 
Beirut, Lebanon 
UK 
USA 
+961 1 368968 
wassim@capitaltrustltd.com 
www.capitaltrustltd.com 
Cedar Bridge Partners 
Dubai, UAE 
info@cedar-bridge.com 
www.cedar-bridge.com 
Colliers International 
P O Box 71591 
+971 4 453 7400 
Dubai, UAE 
www.colliers.com 
Dubai Silicon Oasis Authority 
Headquarters Building 
PO Box 6009 
Dubai, UAE 
+971 4 501 5374 
dhorska@dso.ae 
www.dso.ae 
34 
EFG Hermes Private Equity 
Egypt 
Tel: +20 (0)2 3535 6499 
Fax: +20 (0)2 3537 0942 
Building No. B129, Phase 3, Smart Village 
Km 28 Cairo Alexandria Desert Road 
6 October 12577, Egypt 
UAE 
Tel: +971 (0)4 363 4000 
Fax: +971 (0)4 362 1170 
Level 6, The Gate, West Wing, DIFC 
Dubai, UAE 
pegroup@efg-hermes.com 
www.efg-hermes.com 
Eversheds 
Global Offices: Abu Dhabi, Amman, Baghdad 
Doha, Dubai, Erbil, Riyadh (in association with Dhabaan& 
Partners) 
+962 6566 0511 
nadimkayyali@eversheds.com 
www.eversheds.com 
Growthgate Capital Corporation B.S.C. 
Manama - Bahrain (Registered office) 
Building 247, Office 653 
Road 1704, Diplomatic Area 317 
+ 973 17 518734 
+ 973 17 518787 
Kingdom of Bahrain 
Dubai - UAE (Branch office) 
Level 11, Emirates Towers 
Sheikh Zayed Road, 
PO Box 36330, Dubai - UAE 
+ 971 4 3302220 
+ 971 4 3301133 
Beirut - Lebanon (Representative office) 
Beirut Central District 
157 Marfaa Saad Zaghloul Street 
+ 961 1 974412 
+ 961 1 974413 
corporate@growthgate.com 
Gulf Capital 
Al Sila Tower, 25th Floor 
Sowwah Square 
Al Maryah Island 
PO Box 27522 
Abu Dhabi, UAE 
+971 2 671 6060 
info@gulfcapital.com 
www.gulfcapital.com 
International Finance Corporation (IFC) 
2121 Pennsylvania Avenue, NW 
Washington, DC, 20433, USA 
+1 202 473 3800 
www.ifc.org 
King & Wood Mallesons 
Suite 303, Level 3 
Park Place 
Sheikh Zayed Road 
PO Box 24482 
Dubai 
United Arab Emirates 
T: +9714 328 9900 
F: +9714 328 9911 
E: dubai@me.kwm.com 
Malaz Capital 
Suite 510, Al Akaria III, Olaya Street 
Riyadh, KSA 
+966 1 4601644 
info@malazcapital.com 
www.malazcapital.com 
Masdar Capital 
Masdar City 
Presidential Flight 
Khalifa City A 
Abu Dhabi, UAE 
P.O. Box 54115 
+971 2 653 3333 
info@masdar.ae 
www.masdar.ae 
Morgan, Lewis & Bockius LLP 
Emirates Towers Offices 
Dubai, UAE 
PO Box 504903 
+971.4.319.7934 
www.morganlewis.com 
PineBridge Investments Middle East B.S.C (c) 
GBCORP Tower, 13th floor 
Bahrain Financial Harbour District 
PO Box 58 
Manama, Bahrain 
+97317111888 
www.pinebridge.com 
Qatar First Bank 
Suhaim Bin Hamad Street 
PO Box 28028 
Doha, Qatar 
+974 4 483333 
information@qfib.com.qa 
www.qfib.com.qa 
ReAya Holding 
Suite 3007, 3rd floor 
Kheriji Plaza, Madinah Road 
PO Box 127232, Jeddah 21352 
Jeddah, KSA 
+966 2 6676777 
+966 2 6656333 
info@reayaholding.com 
www.reayaholding.com 
TVM Capital MENA Limited 
DIFC Gate Village, Building 4 
PO Box 113355 
Dubai, UAE 
Global Offices: Germany, USA 
schuehsler@tvm-capital.com 
www.tvm-capital.ae 
Waha Capital 
Etihad Towers, Tower 3, Level 42 & 43 
PO Box 28922 
Abu Dhabi, UAE 
+971 2 667 7343 
waha@wahacapital.ae 
www.wahacapital.ae
7.2 Venture Capital Firms in MENA 
Accelerator Management Company 
Accelerator Technology Holdings 
Alternative Capital Partners 
Amen Invest 
Arab Business Angel Network 
Arbah Capital 
Ascent Group 
Berytech S.A.R.L. 
Catalyst Investment Management Company 
CDG Capital 
CERT Capital 
Creative Edge Technology 
Daman Investments PSC 
EFG-Hermes Private Equity 
Estithmaar Ventures (GP) Limited 
Fidelium Finance 
Genero Capital 
GFH Capital Limited 
GroFin Advisory 
IdeaVelopers 
Ikdam Gestion 
Innovation 360 
Fenox Venture Capital 
Intel Capital 
Interactive Ventures Holdings 
Iris Capital 
IT Ventures/Nile Capital 
Khalifa Fund for Enterprise Development 
Lebanon Invest Asset management SAL 
Malaz Group 
Maxula Gestion 
Middle East Broadcasting Corporation LLC 
Middle East Venture Partners 
Minah Partners 
MITC Capital 
Mobily Ventures 
National Technology Enterprises Company 
New Enterprise East Investments 
Nile Capital 
Qatar Capital Partners 
Riyad Capital 
Sadara Ventures 
Saffar Capital Limited 
Saudi Company for Technological Development and 
Investment 
Sawari Ventures 
Sherpa Finance Club 
Sinbad Ventures 
The National Investor Private Joint Stock Company 
TIMAR Ventures General Partner Limited 
Tuninvest Finance Group 
Tunisie Valeurs 
United Gulf Financial Services North Africa 
Upline Investment 
Venture Capital Bank B.S.C. 
Vodafone Egypt Telecommunications Company S.A.E. 
Wamda 
Disclaimer: 
The information contained herein is of a general nature and is not intended to address the circumstances of any particular 
individual or entity. Although we endeavor to provide accurate and timely information, there can be no guarantee that such 
information is or will continue to be accurate. No one should act on such information without appropriate professional advice 
after a thorough examination of the particular situation.
The MENA Private Equity Association is the sole 
representative body to promote the MENA private 
equity and venture capital industry across the 
globe, to key stakeholders. 
Its primary goal is to facilitate the knowledge 
sharing in order to encourage overall economic 
growth and build trust with investors, regulators 
and the public regionally and internationally. 
38 
Photo by By Martin Dörsch

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4th Venture Capital in MENA Report ( 2013 in review) MENA Private Equity Association

  • 1. 1 4th Venture Capital in the Middle East & North Africa Report 2013 Year in Review is a nonprofit entity committed to supporting and developing the private equity and venture capital industries in the Middle East and North Africa. October 2014 Photo by Fré Sonneveld
  • 2. WITH GRATITUDE The MENA Private Equity Association extends its sincere appreciation to Thomson Reuters - Zawya for sharing primary data and industry insights that informed this annual report. We are most grateful to KMPG for developing the report analysis. KPMG Brad Whittfield, Associate Director, Private Equity and Sovereign Wealth Funds, KPMG Charlotte Harris, Associate, KPMG Vikas Papriwal, UAE Head of Transactions and Restructuring, KPMG Zuhaib Khan, Assistant Manager, KPMG Thomson Reuters - Zawya Ali Arab, Product Manager, Zawya Financial Solutions, Thomson Reuters Josiane Assaad, Content Manager, Zawya Investment Monitors, Thomson Reuters Youmna Akiki, Research Associate, Zawya Investment Monitors, Thomson Reuters Zawya, a Thomson Reuters business, is the preeminent source of Middle East and North Africa business intelligence. Our membership solutions provide unique content and tools including detailed profiles on public and private sector companies in the region, unparalleled reporting on MENA markets, asset classes, and details of regional projects to provide in-depth analysis for investors and business professionals in order to make more informed investment decisions and build profitable relationships. Its free news site, Zawya.com, attracts C-level professionals from the business and finance world providing breaking news powered by Reuters as well as content from major regional providers. Zawya.com Arabic offers a broader selection of news genre for the Arabic speaking community, reaching graduates up to senior level managers from across the MENA region. Empowering entrepreneurs and SME community within the UAE, BusinessPulse.ae, offers the environment to support success through its news, featured articles and business tools designed specifically to guide businesses through each stage of development as well as inspire professionals with success stories from across the region. Through its services, Zawya empowers nearly 1 million professionals with the insight and transparency they need to conduct business effectively by empowering them to build profitable relationships. KPMG is a global network of professional firms with over 155,000 staff in member firms across 155 countries. KPMG in the UAE was established in 1974 and has grown to 750 professional staff led by more than 25 partners, across 8 offices in the country. We work closely with our colleagues in offices throughout the MENA region and across the world. The report contributors We also extend our thanks to the thought leadership participants and the Association’s VC Task Force.
  • 3. 1. Mena VC investment data ................................... 1.1 Definition of Venture Capital in the MENA region ........................................................ 1.2 Data Criteria ......................................................... 6 8 10 66 2. Introductory message .......................................... Philip Boigner, Vice President - Dubai Silicon Oasis Capital 3. Venture Capital In The MENA Region .......... 3.1 Investments ......................................................... 3.2 Transactions ......................................................... 3.2.1 Sector Focus ......................................................... 3.2.2 Regional Focus .................................................... 3.3 Funds Raised ........................................................ 3.3.1 Cumulative Funds Raised ................................ 3.4 Exits ......................................................................... 4. Entrepreneurship versus business as usual in MENA- the ‘new reality’ 18 Rami Al-Karmi, Founder - Arcoten Holdings 5. Interview with Mustafa Sadek 22 Mustafa Sadek, Founder and Managing Partner of UrbanBuz 6. 26 The missing link: the role of legal clinics in supporting MENA’s start-up ecosystem ................. Ayman A. Khaleq, Managing Partner (Dubai), Morgan, Lewis & Bockius Philip Dowsett, Senior Associate, Morgan, Lewis & Bockius 7. About The MENA Private Equity Association ....................................................................... 32 7.1 Members Directory ........................................... 7.2 Private Equity And Venture Capital Firms In MENA ................................................................. 12 12 13 14 15 15 16 34 36 Photo by 120H
  • 4. Definition of Venture Capital (VC) in the MENA region 7 6 1. Mena VC Investment Data VC is defined as the provision of long-term equity investment and strategic support by financial investors to innovative, scalable companies at the early growth stage. Key criteria used to define VC investments also include: • Investments are in non-listed companies (private companies) • Investment commitment over the life of the deal can average USD 3 to 5M but can also reach up to USD 15 million • A typical plan exit through IPO, mergers & acquisition, management buy-out or trade sale • Above average returns expected • Seed/angel or investments by non-financial shareholders do not count as VC VC is not confined solely to technology investments, but technology is often a core factor that creates the level of scalability required in a VC deal. 1.2 MENA VC Investment Data The data covers only structured VC funds that meet the MENA PE Association VC criteria. The data does not cover direct investments, seed, incubation or investment programs investing in VC. In addition, read-ers with an interest in the Maghreb can also refer to the AMIC (Morrocan PE Association) Reports, which cover Moroc-can funds in detail, using different criteria. Data Criteria The funds included in the data analysis are those defined in terms of self-reporting by fund mandate or fund manager as VC funds or SME growth capital funds. At this stage of industry development, no attempt was made to determine whether such self-reported funds meet the criteria above. This report also includes growth equity SME investment firms that invest in a wide variety of SMEs including those in traditional industries as well as earlier stage venture deals. The analysis was prepared based on data sourced from the Zawya Private Equity Moni-tor. KPMG member firms have not initiated any primary research in relation to this draft report and have not sought to establish or confirm the reliabil-ity of the data provided by Zawya. • The information contained herein is of a general nature and is not intended to address the cir-cumstances of any particular individual or entity. Although we endeavor to provide accurate and timely information, there can be no guarantee that such information is or will continue to be accurate. No one should act on such information without appropriate professional advice after a thorough examination of the particular situation. In analysing and determining the parameters of avail-able data, it has been necessary to apply certain criteria, the most significant of which are as follows: • Funds managed within the MENA region but whose focus is to invest solely outside the region are excluded. • Investment size represents the total investment (both the debt and equity portions). However fund size only considers equity invested, as we have no visibility on debt exposure by funds. • The fund-raising totals are the amounts closed/ committed for fund-raising funds, closed funds, investing funds, fully vested funds and liquidated funds. • Statistics are based on the ‘market’ approach and funds are categorized based on the intended destination for investments (as defined in a fund’s announced mandate) as opposed to where the firm is located. With regard to multi-region funds, we have included these to the extent that there is a focus on the MENA region. Fund Size: In the case of funds yet to make a first close or where no close information is available; fund size is equivalent to the target amount and is noted as such. For funds achieving at least one official close, fund size is reported as the capital raised to date, while for funds that have made a final close, the fund size is the total capital raised. Rumored funds are excluded. MENA: For the purpose of this report, MENA refers to the following countries in the Middle East and North Africa: Algeria, Bahrain, Egypt, Iraq, Jordan, KSA, Ku-wait, Lebanon, Libya, Morocco, Oman, Palestine, Qatar, Sudan, Syria, Tunisia, UAE and Yemen. Photo by Kelley Bozarth 1.1 Definition of Venture Capital in the MENA Region:
  • 5. 9 2. The Changing Tides of the Venture Capital (VC) Industry in MENA The state of the MENA VC ecosystem has evolved quite significantly over the last year. Notably, a number of managers have started to raise funds toward the end of 2013 which let us hope that 2014 will be better year for fundrais-ing. New funds are targeting a size of $30 million to $65 million, which shows that venture capital (VC) investors are confident to find good deal flow and potential exits for their portfolio companies in the coming years. Especially, international acquir-ers and follow on investors of regional companies are contributing to the excitement and positive outlook for VC in the region. Cobone, bayt.com and Dubizzle were probably the most talked about companies in 2013. The trend looking forward ap-pears to be later stage investments – which in the Middle East means Series A and B. The Lebanese Central Bank has significantly con-tributed to the buzz by announcing that banks will make sizeable funds available to start-ups, SMEs and venture investors in Lebanon. It is great to see a government actively supporting the start-up and SME funding scene. On the back of these news several Lebanese entities are preparing to raise “Series A” funds, which opens the question on how much of these funds can be deployed in a relatively small country. Even though, the investment landscape has become much more colorful and exciting, some of the pre-vailing issues are still present. Most investments done by institutional players as well as many deals executed by angels and incubators are still into off-shore holding companies, most notably BVI. On-shore corporations and regional free zones for the most part lack preferred share structure and many other forms of regulation desired by VC. IP protection is supported by strong legal regula-tion in countries such as the UAE, however inves-tors and entrepreneurs are wary about the experi-ence and expert judgment of a legal system used to Shari’ah law proceedings. Not surprisingly, we have not seen many IP protection filings. Valuation, much more an art than a science in the Middle East, and are far off what entrepreneurs are commanding (and receiving) in Silicon Valley. Taking in consideration that regional comparable companies are close to non-existent, the experience By Dr. Philip Boigner, Vice President — Technology Investments, Dubai Silicon Oasis Capital The Changing Tides of the Venture Capital (VC) Industry in Mena ... the experience of the VC investor and limited number of deals that have been publicized are the main tools for valuing start-ups of the VC investor and limited number of deals that have been publicized are and fast growing SMEs” the main tools for valuing start-ups and fast growing SMEs. Club deals are still going strong as investors like to share risk and have limited funds available to deploy. It remains to be seen if the deal sharing and co-investing will be impacted when some of the fundraising GPs start deploying their new capital. Overall, 2013 has been a good year for the VC in-dustry. We have seen more deals being closed and more money being deployed. To date, in 2014 this trend has continued so that we can all look into the future quite optimistically.
  • 6. 11 3. Venture Capital In The MENA Region Photo by Lacey Raper 10
  • 7. 12 Venture Capital in the MENA Region 3.1 Investments As the MENA region continues to feel the impact of the global financial crisis together with political instability in some countries, available data suggests that the VC industry experienced a decrease in deal activity dur-ing 2013. However, deal activity during the last three years (2011 to 2013) is substan-tially higher than 2008 to 2010. The me-dium to long term outlook for MENA’s VC industry remains positive as strong macro-fundamentals continue to drive the region’s economic recovery. While the industry in general continues to invest cautiously, investment activity dur-ing the last three years is indicative of VC investment opportunities in the region and the industry’s growth despite geo-political challenges. This is a key achievement for the region’s VC industry which, arguably, re-mains fairly nascent and in the early phases of it’s development life cycle. We note that, given the nature and size of VC investments, a significant portion are ei-ther not publically announced or, if they are announced, the value of the investment is not. For the purposes of our analysis below, we have focused on transaction volume as opposed to value. 60 50 40 30 20 10 11 17 17 32 During the last three years 140 VC transactions were completed compared to 77 during the three years 2008 to 2010. This upward trend has not been seen in MENA’s wider private equity industry which has 28 51 54 34 demonstrated relatively flat performance, where 260 private equity transactions were completed during the last three years, compared to 267 from 2008 to 2010. 0 2006 2007 2008 2009 2010 2011 2012 2013 Source: Zawya Private Equity Monitor Information Technology 38% Industrial Manufacturing 13% Sector Concentration by volume (2008 to 2010: 77 VC deals in total) Other 17% Telecoms 9% Financial Services 5% Food and Beverage 5% Services 5% Media 8% The IT and software sectors continue to be the most popular amongst VC investors. Of the total transactions in the region’s VC industry since 2011, 49 percent were in the IT and software sectors. There have been 103 completed IT and software transactions since 2006, of which 69 occurred during the period 2011 to 2013. We note “others” primarily represents the agriculture, telecom and retail sectors. Information Technology 49% Sector concentration by volume (2011 to 2013: 139 VC deals in total) Other 19% Industrial Manufacturing 5% Food and Beverage 6% Media 6% Consumer Goods 7% Services 8% 3.2.1 3.2 Number of VC transactions since 2006
  • 8. 15 14 Country Concentration by volume (2008 to 2010) Country concentration by volume (2011 to 2013) Jordan Based on available data, Lebanon, Egypt and Morocco lead the MENA region in terms of the number of VC investments with 27, 24 and 24 transactions from 2011 to 2013, respectively. While the total number of VC deals in Egypt increased from 8 in 2008 to 2010 to 24 in 2011 to 2013, it remains exposed to political volatility and saw a re-duction in VC activity from 9 deals in 2012 to 6 in 2013. UAE continues to demonstrate resilience to the global financial crisis as the number of VC deals increased from 12 in 2008 to 2010 to 16 in 2011 to 2013. The increase in VC activity is primarily attributable to the Infor-mation Technology, Services and Consumer goods sectors which accounted for six out of the UAE’s eight VC deals during 2013. UAE 10% 8% Others 12% Tunisia 14% Morocco 17% Egypt 17% Lebanon 20% VC annual funds raised $ millions No. of VC funds raising 250 200 150 100 50 0 1 6 2006 2007 2008 2009 2010 2011 2012 2013 VC funds raised No. of VC funds raising 10 92 4 26 107 121 29 5 7 208 5 2 8 7 6 5 4 3 2 1 0 1 2 Cumulative funds raised since 2006 Cumulative funds raised since 2006 600 500 400 300 200 100 0 10 102 310 312 337 444 565 594 2006 2007 2008 2009 2010 2011 2012 2013 Units 3.2.2 3.3 3.3.1
  • 9. 17 Following a strong fund raising year in 2012, there were $29 mil-lion 16 of VC funds raised in MENA during 2013. Although MENA’s macro-economic fundamentals remain strong, fund raising remains difficult reflective of a general lack of deal flow in the region, linger-ing effects of the global financial crisis, and the continuing political instability in key regional markets. That said, it is encouraging to note that there has been an increase in the total value of funds announced in MENA’s wider private equity industry (although we note that many are yet to close) during 2013 compared to prior year ($2.6 billion in 2013 compared to $1.8 billion in 2012). Available data continues to reinforce the market’s shift in focus from large buyout funds to VC and growth capital funds over the last three years. While this shift to growth capital is not VC specific it does impact the VC industry as the growth capital funds in the region remain a key funding source of finance for the VC industry. Funds raised by growth capital focused funds increased from $302 million in 2008 to $922 million in 2013. 3.4 Exits The impact of the global financial crisis on liquidity, valuations and investor appetite has resulted in longer than anticipated holding ho-rizons for VC investments. Based on available date, there have been no VC exits during 2013. Much like the PE industry, the VC industry has increased its focus in recent years to maximising value from existing investments through strategic and operational performance improvements. One would expect that, as the regional economies stabilise and liquidity in the market continues to improve, an increase in the number of exits will occur in the short to medium term. Photo by Sebastian Muller
  • 10. 19 18 as usual in MENA — the ‘new reality’ If I could offer you only one tip for the future, embrace entrepreneurship would be it. Near future that is, and not in any way belittling the importance of sunscreen! Put aside the “Everybody’s free to wear sun-screen” song humor aside, but some can ar-gue that turmoil in the Middle East, be it the situation in Syria, Palestine, Sudan, Egypt, Iraq (in short most of the middle-eastern countries), can cause many people to assume that the risk to invest in the region is too great. But on the contrary, investments in the region along with the startups’ entrepreneur-ial ecosystem are actually growing. To put it in a simpler and more direct man-ner, some investors continue to see opportu-nities in MENA. They managed to find and invest in the fast growing online business models that figured out how to operate really well during the turmoil – that has arguably become the norm now. That, in addition to a unique market, with high growth potential, growing demands, and most importantly a market that continues to buy, shapes the goal of securing lucrative market exits for these investments. But what is driving all this? Why are we wit-nessing this massive shift towards entrepre-neurship versus business as usual? I think nothing describes it better than the scene where Gordon Gekko (played by Michael Douglas in the movie Wall Street: Money Never Sleeps) addressed a crowd of twenty-something anxiously listening: “I’m not talking about consoles. I’m talking about people. You don’t know it yet. But, you are the ‘NINJA’ generation... You have no income, no jobs... no assets.” Fast-forwarding across all the lectures in macro-economics frameworks and analysis, we arrive at the conclusion that it seems the ‘NINJA’ generation is getting it, and taking matters in their hands by taking action instead of surrendering to the status quo. Of course, this did not take place in isola-tion. A number of factors have been nurtur-ing a new breed of MENA entrepreneurs for while. But before getting into those factors, lets agree on the definition of “entrepreneur-ship” and how it differs from the Small and medium enterprises (SMEs) or small and medium-sized businesses (SMBs) that the banking and international organizations such as the World Bank, the United Nations and the World Trade Organization (WTO) prefer and use elaborately. In their definition, Small enterprises – are enterprises where personnel numbers fall below certain limits – outnumber large com-panies by a wide margin and also employ many more people. SMEs are also said to be responsible for driving innovation and competition in many economic sectors. Not to belittle in any form or manner the value SMEs/SMBs bring to the economical growth and development equation but what bothers me is the often mix up between what this segment really needs to grow versus the ‘banking-based’ tools for small-to-medium (SME or SMB) development that I believe should be described as “ponzi job creation” initiatives. Now back to entrepreneurship versus SME/ SMB world. Would you be really interested in investing in a venture that is “small” and by definition plans to grow and become a “medium” enterprise? Wouldn’t you rather back an entrepreneur with a startup seeking to scale it up into an enterprise! 4. Entrepreneurship versus business Rami Al-Karmi, Founder of Arcoten Holdings Entrepreneurship versus business as usual in MENA — the ‘new reality’ Although ‘entrepreneurship’ has become to an extent a cliché term used widely across the Arab world – most of the people I know have the word ‘entrepre-neurship’ mentioned in their Linkedin header or job titles, I have to be frank before claiming that I know anything about the topic. The first time I was introduced to the term ‘entrepreneurship’ was while reading an invitation I received from the US De-partment of State back in 2010 to attend the Presidential Summit on Entrepreneur-ship as part of a delegation of 13 Jorda-nians. The letter back then addressed me as a “serial entrepreneur” and it was quite enjoyable to figure out what the meaning was of the title they decided to bestow upon me, and how what I have been involved in since I was 19 years old–my mom has year after year described it as ‘naive and crazy’ - can be described as an act of ‘entrepreneurship’. Entrepreneurship to me can never be a job description or a title. Entrepreneur-ship is a state of mind, an attitude of perseverance towards identifying and acting on solving problems while others are simply satisfied by arguing, blaming or getting depressed. I would like to believe that within time, entrepreneurs develop a special set of lens that help them see clearly through all what others see as chal-lenges and obstacles, followed by the use of their special skills to recruit and get ac-cess or control over resources that are not originally within their disposal to create value that is delivered within a repeatable and scalable business model. Although there has been two loosely connected entrepreneurship ecosystem landscapes going on for some time in the region: one suffering from severe scarcity in resources and the other, on the con-trary, pouring tons of resources on it, both hoping to land a ‘silicon valley-adapted’ job-creation model that works. I would say that most of the efforts to boost and activate an entrepreneurial ecosystem in MENA including the government funded, private sector led or non for profit, incu-bators, accelerators, business plan compe-titions, etc... – although not aligned, and in most of the cases caused more harm than value or were misleading to startup founders – are starting to pay off. Reading a study by Endeavor that tracked the effect of a high impact enterprise in boosting the entrepreneurial ecosystem was a true eye opener to me. Zooming the lens of the study to the MENA region would show you how the effect of Fadi Ghandour – founder of Aramex – in-vesting in startups like his investment in Samih Toukan and Hussam Khoury’s Maktoob (acquired by Yahoo in 2009) would ripple across a large number of startups and founders for years to come. Same thing applies to tracking how HIKMA Pharmaceutical Group has been instrumental in supporting a large number of startup founders is just mind blowing. HIKMA was founded by Dr Samih Darwazeh (Said’s father), now pub-licly listed on London Stock Exchange, together they grew the group from zero revenues in 1978 to 1,365 Million Dollars of group revenue in 2013, and more than 7,000 employees is just a fraction of the true success indicators behind the story of HIKMA. For a while, most of the viable activity taking place in the MENA entrepreneur-ial space has been what can be classified under ICT Business to Business (B2B), or Entrepreneurship is a state of mind, an attitude of perseverance towards identifying and acting on solving problems while others are simply satisfied by arguing, blaming or getting depressed” “unsexy business models” as referred to by Dave McClure, founder of 500 start-ups that grew in a few years to be one of the top global seed accelerator programs in silicon valley [Disclosure: Author is a mentor and LP at 500 startups]. Unlike other active investors, 500 startups does invest in unsexy business models. And worthy of note is that 500 has invested in 11 MENA based startups till date, and partnered with ZAIN (the leading MENA mobile operator) to create ZINC, as a partnership platform acting as a bridge between silicon valley and Amman as a hub for the Arabic region’s entrepre-neurial activity. 500 startups’ investment thesis has the ‘Arabic language and Arabic speaking Internet audience’ specifically mentioned as a target area of focus.
  • 11. What the new breed of MENA entrepre-neurs 20 are getting to understand is that the best way to create a billion dollar consumer Internet company is to build a digital transaction business where buyers and sellers connect and a better environ-ment for the transaction to take place is facilitated. If we look at the publicly traded US Inter-net companies worth more than USD 1 billion, nearly 70% of them are companies built around a digital transaction business model, while all but one – Amazon – of those firms do not deal with physical goods. Almost all of these companies started around facilitating digital ‘infor-mation- led’ commerce. They have built category-defining platforms that manage to attract large communities of either businesses or consumers, in addition to providing them with value against a pain they used to suffer from. As for Arabia, we now have a region with one of the highest Internet and smart-phone penetration rates in the world, with Arabic declared as the fastest-growing language online and Saudi Arabia being the record-holder of the highest replay rate of YouTube videos on mobile in the world for at least a couple of years now. Arabic consumers equipped with the mobile-first mindset is expecting a lot: They will plan a trip, buy a ticket, a gift, a ride, a meal, make a reservation or a hotel booking, organize a night out and, in the UAE at least, they are expecting to do all of their government transactions 24/7 through their phones by 2015. The best of these digital transaction companies are the ones that can seamlessly integrate con-sumers’ interests, social network presence and context to deliver a super-relevant mobile experience, directing most of their spending habits with comfort and addic-tive ease. But before you start dreaming in the clouds of billion-dollar valuations. Lets go back to the basics of a start-up, as Steve Blank (Senior entrepreneurship lecturer, Best selling author, and creator of Customer Development model) states: “A start-up is a temporary organization, designed to discover a repeatable and scalable model. Start-ups are not small versions of large companies”. Rather they are different in every possible way – from goals, to measurements, from employees to culture. Very few skills, process, people or strategies that work in a startup are successful in a large established company and vice versa because a startup is a different organizational entity than a large established company. “There is no such thing as an entrepre-neur with ‘vision’. It is all ‘hallucination’ until the founders get out of the building and validate their business model by being engaged with customers.” continues Steve Blank. I believe a massive shift has started in how we do business in MENA, we are very close to a tipping point that cannot be jeopardized by the constant turmoil and for those insisting on wearing the dark gloomy goggles, I leave you with the latest book by Sir Richard Branson founder of Virgin Group – which comprises more than 400 companies – interestingly titled “Screw Business as usual”. About: Rami Al-Karmi is an LP & Mentor at 500 startups, a proud geek, investor, and widely recognized advisor and expert in corporate venturing, strategy, corporate entrepreneurship, building lean startup ecosystems, business model innovation, and digital distribution growth through viral marketing and big data. In 2013, he founded Arcoten Holdings as his advising/ investing vehicle where he partners with corporates, accelerators, and incubators to build lean startup ecosystems, and helps companies through providing expertise in growth, hands-on mentorship, access to capital, and helps companies iterate product and grow fast. With a footprint that till date includes more than 100 mentored, advised, or invested individual companies. This footprint also expands to bring the lean startup mindset to MENA ecosystem players FastForward accelerator in Ramallah/Palestine, VentureLab Accelerator in King Abdullah University for Science and Technology (KAUST) in Saudi Arabia, Qatar Business Incubation Center (QBIC), and ZINC (ZAIN Innovation Campus) in Jordan as an umbrella for the partnership between 500 startups and ZAIN’s Corporate Entrepreneurship Responsibility (CER) division he helped cofound. From time to time, he also likes to build and adopt companies with friends and partners inside Arcoten. If I could offer you only one tip for the future, embrace ‘entrepreneurship’ would be it. Near future that is, and not in any way belittling the importance of sunscreen!” “
  • 12. 5. Q&A with Mustafa Sadek, Founder and Managing Partner of UrbanBuz Q: “It is hard for a startup to get fund-ing in this region”. A statement that is on most entrepreneurs lips nowadays.. Do you relate to this statement? I personally relate to it to a large extent; however, I believe this is a somehow misleading or at least an in-accurate statement. To say that it is hard to get funding here means that it is easy to get it somewhere else, which is not true. It is hard to get funded anywhere in the world especially if we are talking about first-time entrepreneurs. After being in this market for more than 4 years and as a first-time entrepreneur myself, I came to realize that the real challenge is not about getting funded but about seeking funding from the right investors who fully understand the nature of a startup so they can help the aspiring entrepreneurs in ways beyond funding. Q: When comparing the VC ecosystem in the MENA region to that of Silicon Valley, how far behind are we? Everyone likes to compare our VC eco-system to that of Silicon Valley in the US, as it stands today, which is fine but the key question is whether we are compar-ing two equally mature ecosystems. Some argue that it took more than 50 years for Silicon Valley to get to where it is today, yet we tend to overlook the fact that, the VC space in MENA is at its very nascent stages. Whether we, the entrepreneurs, like it or not, the whole venture capital move-ment along with Silicon Valley was created by investment bankers who were looking for new ways to generate wealth. So it was logical for them to look for smart people with some track record who were trying to setup their companies and technology back then was “l’ordre du jour” so it was the natural candidate for such a new ven-ture (pun intended), and that was the birth of Silicon Valley. Fast forward to today and specifically in our region and you will see a similar pat-tern where investment bankers and people with wealth are trying to find ways to create more wealth outside the traditional channels which up until recently, was mainly focused on real estate and tradi-tional brick-and-mortar businesses. One would look at this as a good sign, even though a bit late, but an encourag-ing one. The problem, however, is that the people who are trying to kick-start the startup and entrepreneurship market, are coming at it with a simplistic approach, with no real cooperation, underestimating how complex the journey can be and how different the investment approach should be, especially in technology Startups. What is making things even worse sometimes is the continuous unfair comparison be-tween entrepreneurs and entrepreneurs in the US or in Europe, which does not make sense at all. Q: What role does Education play in creating a successful ecosystem? Very few VCs in the region are think-ing and acting outside the pure realm of funding.. I truly believe that for entrepre-neurship to thrive you need to encour-age innovation and creativity and yet, entrepreneurs will never thrive in this region unless the mindset changes and all obstacles that may curtail entrepreneurs’ full potential are lifted. Needless to say our education system is outdated and if we are really counting on the education system to be overhauled then we need to be extremely patient as it is a long process. This is where the private sector needs to step in and create alternative programs to prepare and train the new generations and train to think like an entrepreneurs, to cre-ate their own jobs, to take risks, to accept failure, and most importantly to think big and bold. Views of an Entrepreneur Entrepreneurs do not only need incubation houses or accelerators... but to provide them with an environment where they can freely collaborate and exchange ideas with each other” Photo by Nicola Perantoni
  • 13. 25 24 About: Mustafa has over 18 years’ experience in the technology field, with a focus on building online consumer platforms from the ground up. Previously he managed teams at Intel (USA) where he built an Enterprise User Portal; and Nike (USA) with responsibility for their B2B e-commerce platform, which generated revenues of over $4bn in2009. Mustafa’s technology development background helps him lead UrbanBuz’s progress from the front, and leverage his expertise in the constant evolution of an agile and dynamic customer loyalty platform. Q: Where do we stand in terms of knowl-edge sharing and mentoring here in the region and are incubators and accelerators providing this environment? Entrepreneurs do not only need incubation houses or accelerators at this stage because the idea of incubation is not to give an entre-preneur a desk and a phone but to provide them with an environment where they can freely collaborate and exchange ideas with each other. This is something that incuba-tors in the region are overlooking because there is a mindset here of competing not collaborating, of secrecy instead of sharing and most importantly, there is a huge stigma about failure to the extent that some ideas do not see the light for the mere fear that they will fail. Q: What do Entrepreneurs need the most, apart from funding? The whole notion of creating a VC market to throw money at startups is in my opin-ion, a misguided one. I don’t think early stage entrepreneurs need a lot of money at the start but what they need the most is for obstacles to be removed from their path, and there are many. In other words, they need help in navigating the legal infrastructure which is changing all the time; they need the right introductions to business owners or the relevant enablers who can help grow the startup. Passive investing, which is heard of quite frequently, even though attractive to me as an entrepreneur, is at this stage not helpful at all. Q: Are regional VCs ready to adopt the concept of “failure”? Everyone knows that the majority of startups end up failing but for some reason, investors in this region still expect the majority, if not all, of their startups to succeed. This goes back to the risk-averse mindset that is es-tablished here. That needs to change. I have heard many VCs saying that they would only fund startups based on a model that mimics a similar company in the US or Europe. With all due respect, that is not entrepre-neurship, this is simply playing it safe and it goes against everything that entrepreneur-ship and venture capital should be about. Q: What message do you have for VCs in the region? The gun shot hands-off investment approach that works in the more developed eco-sys-tems like the US, does not work here. Here, VCs need to be more involved with creating value for their portfolio companies, they need to be more hands on; and therefore more focused in their investment approach. You will always have entrepreneurs coming up with great ideas and ambitious plans but unless you build a system for them to thrive then they will not come forward and you will end up funding businesses disguised as startups and not true startups. Q: What are some of things you are doing with UrbanBuz to overcome some of those challenges? From the first day, I wanted to create something that can compete globally and so copying an idea from the US was not going to allow us to do that. We not only wanted to change how the market of customer loyalty is defined, but we wanted to be the leader in what we call the new customer loyalty field. One of the challenges we faced is the lack of information in this region about the market Views of an Entrepreneur in general and customer loyalty and engage-ment in specific. So we set out to understand the market by talking to the businesses directly and collect our own data. That’s how UrbanBuz was born, it was a painful process but it allowed us to have a better under-standing of the market right from the source and then to create something to address the specific needs of that market, which proved to be rewarding to us. We did this for a while before we decided to approach investors which made the conver-sation with them easier, as we had by then a fully functional relevant product with paying clients. That’s why we were offered more money than what we were asking for at the time and we decided not to take money from some. Also the experience of the founding team played a big factor in getting us to where we are today, which is something you do not see in a lot of the startups here. Even with that we had no illusions about what it would take to start something like UrbanBuz here and we knew that we needed a lot of help. So we adopted the lean startup approach where we built a company that is agile enough so we can react to what we hear from the market and quickly adapt to it and so far we have been fairly successful at that. We made some assumptions and the market proved them wrong but we were able to quickly adjust and come up with an even better solution. The funny and sad thing is I always get asked if we copied our idea from somewhere else and when I answer no I see this surprise look on the face of the people. Unfortunately there are a lot of startups here doing just that but we have decided from day one to create something that not only would be able to compete globally but that would change how businesses think of customer loyalty and customer engagement and this is what we will continue to do.
  • 14. 27 26 The success of the regional private equity industry has been followed by a rapid rise in the number of regionally-focused venture capital funds who built strong links with start-up incubators and academic centers across the region. However, one can also detect a missing link in what can otherwise be considered to be a bright start. While start-ups are currently better positioned than at any time in the past to access angel investments and can rely on regional and international venture capital funds and platforms to raise multiple investment rounds, the opportunity to fully benefit from such ecosystem is hampered by their limited access to quality and specialized legal and other services. What ensues is a situation in which start-ups have access to funds but - in parallel - are unable to navi-gate the web of legal, transaction, struc-tural, operational, regulatory and compli-ance issues. This, ultimately, hinders their ability to freely operate a business, create maximum value for fund raising and financing series, or build up to a successful exit route. Most entrepreneurs, we and our clients en-counter, appreciate and value the importance of receiving quality legal service. However, in view of the generally significant financial outlay and lack of continued security of income required in launching a start-up, these entrepreneurs are unable to afford, or reasonably justify over other issues and expenses, such legal services particularly when addressing issues relating not just to setting up their business, but also the man-ner in which it will be funded, operated and managed. A labyrinth of legal issues relat-ing to corporate forms, licensing, foreign ownership, employment, incentive schemes, intellectual property, and governance are few of the issues that need to be addressed. In many of the regional communities where such entrepreneurs are based, there is a very limited number of lawyers and law firms who have genuine experience in such legal issues and even where they do, such experi- 6. The missing link: The role of legal clinics in supporting MENA’s start-up ecosystem Ayman A. Khaleq, Managing Partner (Dubai), Morgan, Lewis & Bockius Philip Dowsett, Senior Associate, Morgan, Lewis & Bockius The missing link: The role of legal clinics in supporting MENA’s start-up ecosystem ence does not span the board spectrum of legal issues arising under early stage venture investing. This has triggered the need for international law firms to step in and to be creative in applying alterna-tive fee arrangements that would make their services more readily accessible by entrepreneurs and start-ups. However, in some instances pro bono-based solutions are needed particularly in the early days of a start-up’s cycle and in markets where even steeply discounted fees are out of the reach of the majority of entrepreneurs. This article aims at providing examples of successful legal initiatives that focus on pro bono support for start-ups, and examples of the type of issues that such legal services should aim to tackle in the Middle East and North Africa (MENA) region. While a number of regional cities, such as Amman, Beirut, Cairo, Jeddah and Riyadh are net contributors to the regional start-up indus-try, the UAE (and Dubai specifically) has the type of characteristics, including legal systems and access to capital, that would and should make it a prime location from which such specialized legal support can be extended, on a pro bono basis, to such start-ups. Tried and tested initiatives In developing a structure for a legal clinic, there is no need to reinvent the wheel. A number of initiatives have been success-fully implemented in a number of cities (particularly those that make it a point to attract entrepreneurs and the individuals behind the creative industries), and can provide a base from which a more local-ized model can be implemented across the MENA region. One such example of is the “Neighborhood Entrepreneur Law Project” (NELP) in the United States, which our law firm, Morgan, Lewis & Bockius, participates in. NELP’s mission is to provide low to mid-income micro-entrepreneurs with the legal services necessary to get their business started off on as sound a footing as possible, through conducting an intake with potential clients before referring them to firms like ours for pro bono representation. Such intake process provides an important screening function. For example, during this process, NELP reviews the potential client’s household income to make sure it qualifies for pro bono services and also considers its business plan to assess what stage the new business is at and the seriousness of the client about the project. Factors such as whether the business intends to contribute to an economically depressed community are also considered. Pro bono attorneys then assist these entre-preneurs on a range of matters such as incorporation and tax issues, commercial lease negotiations, and permit applica-tions. (By way of example, a recent case we undertook involved drafting a fiscal sponsorship agreement for a start-up that connects senior citizens with under-privileged elementary school children for tutoring assistance). In addition, volunteer attorneys have the opportunity to partici-pate in limited advice small business legal clinics where they advise New York City based small business owners on a range of issues without engaging in an ongoing representation. There are other efforts to expand the availability of pro bono legal services for small business. For example, recently more than 150 New York City attorneys from over 30 firms, including Morgan Lewis, participated in a one day Small Business Legal Academy, organized by the Association of Pro Bono Counsel (www. apbco.org), where over 200 fledgling small business owners were able to attend work-shops on topics such as Not-for-Profit Formation, Employment Law and Person-nel Management, and also meet individu-ally with lawyers to discuss specific legal issues. The importance of localizing legal services At 50,000 feet, entrepreneurs in the Middle East face the same obstacles and challenges as those in even the most mature and accommodating start-up en-vironments in the world. That said, there are additional issues and challenges which are inevitably encountered by all start-ups in the MENA region, but equally on the flip-side, many advantages, including, not least the often tax free environment. Set out below are certain key considerations and issues that we see encountered by start-ups and entrepreneurs during the early life of the enterprise and in accepting venture capital or private equity invest- Most entrepreneurs... appreciate and value the importance of receiving quality legal service”
  • 15. The missing link: The role of legal clinics in supporting MENA’s start-up ecosystem 29 28 ment. As a law firm regularly advising on venture capital and private equity at various financing stages, in the absence of legal advice and addressing certain issues at an early stage, significant time and expense can often be expended in rectifying these issues or getting the start-up “investment” ready. By also addressing these issues at an early stage, entrepreneurs can succeed in value creation from the outset and making invest-ment more attractive and improve the pre-money valuations of their companies. The list of issues discussed below is in no way intended to be exhaustive but is intended to be indicative of certain key aspects that should be given consideration Ownership and Sponsorship. The MENA region, with the exception of certain countries, differs from the Western world in respect of incorporation of com-panies and is significantly more onerous and restrictive. More relevant for GCC companies, unlike, for example, the United Kingdom where you can purchase a shelf company immediately for around US$50, there is no similar concept in many MENA countries and incorporation is a much longer, drawn out and costly process. Ad-ditionally, certain countries (including the UAE) for onshore incorporations requires a local sponsor who holds a minimum percentage of the share capital of any UAE limited liability company. This, however, generally does not beneficially entitle that person to that percentage of profits and quite often the local sponsor will, through separate agreement, assign any voting rights and economic rights attributed to its shares in consideration for an annual fee. Although sponsorship is generally an appreciated and accepted practice across MENA, there are many complexities and pitfalls with these arrangements and it is important to ensure the arrangement is reasonable and addresses certain pertinent issues and gives the entrepreneurs the nec-essary protections (for example, to change out the sponsor at the relevant time). An alternative to local ownership is to incorpo-rate in a freezone where 100% foreign own-ership is permitted which, where possible, is often the preferred route of establishment for entrepreneurs and Dubai has excelled in creating a very accommodating landscape in respect of its freezones. However, with the wide range of freezones available it is important to ensure the correct free zone is chosen or such can lead to future hindered operations. Structuring At the beginning of a start-up’s life one of the more significant expenses is the establishment costs and accordingly, and understandably, most start-ups are often structured with ownership directly into the onshore operating entity. Although this is often sufficient for initial operating and ownership purposes, due to often simple and unsophisticated corporate and com-mercial laws in the MENA jurisdictions, as well as limitations on share transfers, MENA jurisdictions are often non-investor friendly jurisdictions, and also fail to adequately protect founders where outside investors are introduced. Accordingly, quite often VC and PE firms as a condition to investment will require corporate restructuring to provide an offshore ownership regime (for example, in the Cayman Islands or British Virgin Islands) which will wholly-own the local operating entity (subject to local owner-ship requirements) and all shareholders will reside at the offshore level. This allows much more certainty on the applicability of agreed investment provisions, for example, there can be different shares classes (often not possible in MENA jurisdictions), drag rights, tag rights and other transfers all of which can be enforced (which is not the case often in MENA countries) and allows for more flexible governance. Although it is often understandable why start-ups are not initially structured offshore, with cost the primary concern, such restructurings can Although sponsorship is generally an appreciated and accepted practice across MENA, there are many complexities and pitfalls with these arrangements and it is important to ensure the arrangement is reasonable and addresses certain pertinent issues and gives the entrepreneurs the necessary protections” become complicated if not prepared for in advance or positioned correctly. Licensing Again, in contrast to Western countries, most MENA countries require companies to obtain and annually renew a specific licence setting out its permitted activities. There are certain activities which may be possible in some areas of a country and not others (for example, in the UAE with a free zone licence, activities are meant to be restricted to operation in that freezone). Accordingly, it is important to ensure that the correct licence is obtained and advice received on the permissibility of country wide operations. Corporate Governance As outlined above, MENA jurisdictions of-ten do not provide sophisticated corporate governance regimes and as, commonly, civil law jurisdictions, can lack certainty in the determination or applicability of certain laws, regulations or guiding prin-ciples. Also, given that quite often amend-ing constitutional documents of MENA entities is an involved process, structuring governance correctly from the outset can avoid continued operational issues. Accepting Investment Finding and securing investment from a VC or PE investor is a key and monu-mental moment in the life of a start-up. It demonstrates the achievements of that entity to date as well as its potential, and that first stage of VC/PE investment can be the most importance financing stage of a start-up. That said, there are many issues to be aware of in accepting such invest-ment and in the absence of specialised le-gal advice, entrepreneurs can often expose themselves unwittingly to significant risks. Investor Rights In accepting VC or PE funding, an investor will expect certain rights, which is beyond the scope of this article, but one such a right will generally include board and veto rights over certain deci-sions, such as raising debt, opening new branches, incurring CAPEX over a certain threshold, and commencing litigation. At this stage it is imperative for the founders and operators of a business to ensure that, although veto rights are inevitable and market, such are not too extensive and far-reaching so as to unduly hinder the day-to-date operations of the company, which is not in the interests of either party but can often be the result of an over-zeal-ous investor and ill-advised founder Another key set of rights an investor will commonly require are rights re-garding the transferability of shares. For example, an investor will want to lock the founders up for a certain period, will likely require pre-emption rights over any transfers of shares, drag rights (i.e. the ability of the investor to compel the transfer of shares, which a founder needs to be very conscious of as it can entitle a person to sell the entire com-pany), down-round protection (i.e. if shares are issued in the future at a price lower than the investor paid, it gets “made-good” (although the levels of redress vary and can be complicated)) and potentially a “liquidation prefer-ence” (i.e. a preferred or first participat-ing return on their investment). Intellectual Property Start-ups can often involve intellectual property ownership or licensing, and in such cases this can be where the real value of the company lies. Accordingly, it is imperative to ensure such intellectual property is adequately protected, but often due to the specialized nature of intellec-tual property this is often overlooked. Due to its intrinsic value to those intellectual property focused companies ensuring the intellectual property is protected is key for both value creation and value preserva-tion for start-ups. Financing Start-ups may seek to obtain debt financing, bid-bond facilities or overdrafts and in such cases the arrangements will often be on the banks standard terms. However, quite often start-ups will avail loans from friends and family and in order to avoid confusion or uncertainty papering all loans, as well as other related party transactions, however simply, can help create strong corporate governance and in itself created a more “investable” company (this applies to ideally documenting all arrangements). Governing Law and Dispute Resolution A common misconception is that operat-ing in a country requires using the law of that country for any agreements entered into. Although this may be the case and local entities may require using that law, there is often no obligation to do so and quite often parties prefer more sophisti-cated laws to govern more complicated transactions, with English law being the preferred choice. However, each and any governing law comes with its own nuances and ideally material transac-tions are reviewed by a qualified lawyer to ensure there are no issues under the law of choice.
  • 16. Employee Incentives Where start-ups are cash strapped or seeking to preserve cash-flow, often incentives other than high salaries are offered to employees, advisors and consultants, which also encourage performance, commonly in the form of “sweat equity”. However, such is often more a promise of equity than an actual allotment often because MENA countries are not accommo-dating for issuing multiple minority sharehold-ings, but also often because the start-up does not have a sophisticated governance regime to accommodate such. Incentive schemes can be complicated, and it is important to ensure that such is documented between the relevant parties to avoid any claim for an unintended equity allotment further down the road. Also, as soon as a formal share incentive scheme can be implemented such is advisable, as one of the paramount matters of interest to an investor is who has claims over shares and what their ownership percentage looks like following their investment and on a fully diluted basis. The UAE as a hub for pro bono legal clinics The case for the UAE as a legal hub for the provision of legal services to start-ups on a pro bono basis is strong and encouraging. Aside from the favourable tax free status of the UAE, the governments of Dubai and Abu Dhabi are actively participating in providing their support by establishing companies that function as accelerators such as Silicon Oasis Founders and Twofour54 to fund and guide entrepreneurs and start-ups at their initial stages. For example, further to providing financial support, Twofour54, an Abu Dhabi Government initiative and enter-prise, recently spearheaded the introduction of a new visa category that is expected to be implemented soon for entrepreneurs to start a business in the UAE aiming to provide a cost-efficient and viable alternative to the current expensive residency visa. The foreign ownership issue has always been an obstacle when it comes to opening a com-pany in the UAE as the laws of the country would oblige a foreigner owner to let go of 51% of his share capital to a UAE partner. Dubai took major steps to deal with such obstacles in order to attract foreign entrepre-neurs and startups to the country establish-ing more than 13 tech free zones where an owner would retain 100% of his company’s The missing link: The role of legal clinics in supporting MENA’s start-up ecosystem share capital. Free zones deal with visa matters as well as they now provide entry permits to those entrepre-neurs and startups who want to register their com-panies within. Dubai free zones are built in a manner that will accommodate thousands of entrepreneurs and startups providing office space for their compa-nies to operate. All of which shows real intention by Dubai to attract startups and reduce challenges that may affect their growth and operation. But more importantly, the human capital that can be found in the UAE (and in Dubai specifically) is the key reason why the country is well-placed to bridge the “legal support” gap. A number of profession-als are investing, not just through the institutions they represent and the funds they manage, but also personally, and formal and informal angel inves-tors clubs are taking shape. Such clubs can provide an excellent platform through which legal support can be provided. More importantly, there are more international law firms in the UAE than in any other regional jurisdiction and many of those law firms offer the type of legal services that regional entrepreneurs need but in most cases cannot afford. Those law firms also work within a much broader legal community that includes in-house lawyers who advise the public or private sector, and together can form the type of initiative that can provide a tangible boost to the region’s start-up industry particularly in the technology field. While formulating such initiatives may prove time consuming, individual lawyers or law firms can always adopt local pro bono programs within such space. Finally, adopting the proposed pro bono approach can also be viewed as a way for many international law firms to give back to jurisdictions where they operate on a tax free basis. More importantly though, it is our view that if this region is to address the type of social and economi-cal issues that arise as a result of the massive popula-tion growth, much more needs to be done by the private sector, while governments would merely pro-vide an enabling environment. Such activities by the private sector, and the professional set-ups behind it, ought to utilize pro bono initiatives hand-in-hand with “for profit” activities. We also believe that the MENA Private Equity Association is an extremely useful conduit that can establish a link between the regional PE and VC industries and its support echo-system including consultants, lawyers and accoun-tants on the one hand, and entrepreneurs who can benefit from the existence of such legal clinics on the other. We plan to continue to work with association on making this vision a reality. “ More importantly, there are more international law firms in the UAE than in any other regional jurisdiction and many of those law firms offer the type of legal services that regional entrepreneurs need but in most cases cannot afford... ” Photo by Sonja Langford
  • 17. 7. About The MENA Private Equity Association The MENA Private Equity Association is the sole representative body to promote the MENA private equity and venture capital industry across the globe, to key stakeholders. Its primary goal is to facilitate the knowledge sharing in order to encourage overall economic growth and build trust with investors, regulators and the public regionally and internationally. Our mandate: • Enhance transparency through industry statistics and information sharing to build trust in the industry. • Offer a platform for collective knowledge sharing from top practitioners to develop best practice guidelines in various industries. • Leverage on expertise of leading lawyers and consultants to keep an open dialogue with regional regulators. • Bring together members and experts from different industries to participate in our member-only flagship, roundtable events to help our members identify investment opportunities and build new contacts. We help the PE/VC community through these specific initiatives: • Issue the Annual Private Equity & Venture Capital reports on yearly basis. • Reach out to family offices and Investors in the GCC region and raise awareness about the members of the association and the important role they play in growing companies. • Gather GP’s, industry professionals as well as operators in Education, Healthcare, Retail, Oil & Gas, IT, Consumer Goods, F&B, Financial Services and others, to help them identify investment opportunities. • Issue white papers summarizing the roundtable discussions. • Tie-up with other Associations in Europe, North America and Asia to offer co-memberships, discounted rates to attend global events, customized training programs and exposure to global research. www.menapea.com Photo by Adam Przewoski
  • 18. Members Directory 35 7.1 MEMBERS’ DIRECTORY The Abraaj Group Dubai International Financial Centre (DIFC) Gate Village 8, 3rd Floor PO Box 504905 Dubai, UAE Global Offices: Istanbul, Mexico City, Mumbai, Nairobi, Singapore, London info@abraaj.com www.abraaj.com Al Masah Capital Dubai, UAE Abu Dhabi, UAE Kuwait Singapore +971 4 453 1500 nrupadityasinghdeo@almasahcapital.com www.almasahcapital.com Amwal Al Khaleej Riyadh (HQ), KSA, +966 11 216 4666, Riyadh@amwalalkhaleej.com Dubai, UAE, +971 4 327 5875, dubai@amwalalkhaleej.com Cairo, Egypt, +202 2736 3742, cairo@amwalalkhaleej.com www.amwalalkhaleej.com Capital Trust Group The Euromena Funds Beirut, Lebanon UK USA +961 1 368968 wassim@capitaltrustltd.com www.capitaltrustltd.com Cedar Bridge Partners Dubai, UAE info@cedar-bridge.com www.cedar-bridge.com Colliers International P O Box 71591 +971 4 453 7400 Dubai, UAE www.colliers.com Dubai Silicon Oasis Authority Headquarters Building PO Box 6009 Dubai, UAE +971 4 501 5374 dhorska@dso.ae www.dso.ae 34 EFG Hermes Private Equity Egypt Tel: +20 (0)2 3535 6499 Fax: +20 (0)2 3537 0942 Building No. B129, Phase 3, Smart Village Km 28 Cairo Alexandria Desert Road 6 October 12577, Egypt UAE Tel: +971 (0)4 363 4000 Fax: +971 (0)4 362 1170 Level 6, The Gate, West Wing, DIFC Dubai, UAE pegroup@efg-hermes.com www.efg-hermes.com Eversheds Global Offices: Abu Dhabi, Amman, Baghdad Doha, Dubai, Erbil, Riyadh (in association with Dhabaan& Partners) +962 6566 0511 nadimkayyali@eversheds.com www.eversheds.com Growthgate Capital Corporation B.S.C. Manama - Bahrain (Registered office) Building 247, Office 653 Road 1704, Diplomatic Area 317 + 973 17 518734 + 973 17 518787 Kingdom of Bahrain Dubai - UAE (Branch office) Level 11, Emirates Towers Sheikh Zayed Road, PO Box 36330, Dubai - UAE + 971 4 3302220 + 971 4 3301133 Beirut - Lebanon (Representative office) Beirut Central District 157 Marfaa Saad Zaghloul Street + 961 1 974412 + 961 1 974413 corporate@growthgate.com Gulf Capital Al Sila Tower, 25th Floor Sowwah Square Al Maryah Island PO Box 27522 Abu Dhabi, UAE +971 2 671 6060 info@gulfcapital.com www.gulfcapital.com International Finance Corporation (IFC) 2121 Pennsylvania Avenue, NW Washington, DC, 20433, USA +1 202 473 3800 www.ifc.org King & Wood Mallesons Suite 303, Level 3 Park Place Sheikh Zayed Road PO Box 24482 Dubai United Arab Emirates T: +9714 328 9900 F: +9714 328 9911 E: dubai@me.kwm.com Malaz Capital Suite 510, Al Akaria III, Olaya Street Riyadh, KSA +966 1 4601644 info@malazcapital.com www.malazcapital.com Masdar Capital Masdar City Presidential Flight Khalifa City A Abu Dhabi, UAE P.O. Box 54115 +971 2 653 3333 info@masdar.ae www.masdar.ae Morgan, Lewis & Bockius LLP Emirates Towers Offices Dubai, UAE PO Box 504903 +971.4.319.7934 www.morganlewis.com PineBridge Investments Middle East B.S.C (c) GBCORP Tower, 13th floor Bahrain Financial Harbour District PO Box 58 Manama, Bahrain +97317111888 www.pinebridge.com Qatar First Bank Suhaim Bin Hamad Street PO Box 28028 Doha, Qatar +974 4 483333 information@qfib.com.qa www.qfib.com.qa ReAya Holding Suite 3007, 3rd floor Kheriji Plaza, Madinah Road PO Box 127232, Jeddah 21352 Jeddah, KSA +966 2 6676777 +966 2 6656333 info@reayaholding.com www.reayaholding.com TVM Capital MENA Limited DIFC Gate Village, Building 4 PO Box 113355 Dubai, UAE Global Offices: Germany, USA schuehsler@tvm-capital.com www.tvm-capital.ae Waha Capital Etihad Towers, Tower 3, Level 42 & 43 PO Box 28922 Abu Dhabi, UAE +971 2 667 7343 waha@wahacapital.ae www.wahacapital.ae
  • 19. 7.2 Venture Capital Firms in MENA Accelerator Management Company Accelerator Technology Holdings Alternative Capital Partners Amen Invest Arab Business Angel Network Arbah Capital Ascent Group Berytech S.A.R.L. Catalyst Investment Management Company CDG Capital CERT Capital Creative Edge Technology Daman Investments PSC EFG-Hermes Private Equity Estithmaar Ventures (GP) Limited Fidelium Finance Genero Capital GFH Capital Limited GroFin Advisory IdeaVelopers Ikdam Gestion Innovation 360 Fenox Venture Capital Intel Capital Interactive Ventures Holdings Iris Capital IT Ventures/Nile Capital Khalifa Fund for Enterprise Development Lebanon Invest Asset management SAL Malaz Group Maxula Gestion Middle East Broadcasting Corporation LLC Middle East Venture Partners Minah Partners MITC Capital Mobily Ventures National Technology Enterprises Company New Enterprise East Investments Nile Capital Qatar Capital Partners Riyad Capital Sadara Ventures Saffar Capital Limited Saudi Company for Technological Development and Investment Sawari Ventures Sherpa Finance Club Sinbad Ventures The National Investor Private Joint Stock Company TIMAR Ventures General Partner Limited Tuninvest Finance Group Tunisie Valeurs United Gulf Financial Services North Africa Upline Investment Venture Capital Bank B.S.C. Vodafone Egypt Telecommunications Company S.A.E. Wamda Disclaimer: The information contained herein is of a general nature and is not intended to address the circumstances of any particular individual or entity. Although we endeavor to provide accurate and timely information, there can be no guarantee that such information is or will continue to be accurate. No one should act on such information without appropriate professional advice after a thorough examination of the particular situation.
  • 20. The MENA Private Equity Association is the sole representative body to promote the MENA private equity and venture capital industry across the globe, to key stakeholders. Its primary goal is to facilitate the knowledge sharing in order to encourage overall economic growth and build trust with investors, regulators and the public regionally and internationally. 38 Photo by By Martin Dörsch