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Bond Memorandum

Bond Memorandum Template for United Arab Emirates

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Key Requirements PROMPT example:

Bond Memorandum

"I need a Bond Memorandum for a AED 500 million conventional bond issuance by our real estate development company, scheduled for March 2025, with a 5-year maturity and quarterly interest payments."

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Document background
A Bond Memorandum is a crucial document used when an entity plans to issue bonds in the UAE market. It serves as the primary disclosure document that provides potential investors with all material information needed to make an informed investment decision. The memorandum must comply with UAE Federal Law No. 32 of 2021, SCA regulations, and other relevant UAE securities laws. It typically contains detailed information about the issuer's business, financial condition, the specific terms of the bond offering, risk factors, and use of proceeds. The Bond Memorandum is particularly important in the UAE context as it must address both conventional and potentially Islamic finance considerations, depending on the nature of the issuance. The document is subject to regulatory review and approval before the bonds can be offered to investors.
Suggested Sections

1. Important Notice: Legal disclaimers and regulatory statements required by UAE law

2. Executive Summary: Overview of the bond issuance, key terms, and issuer information

3. Risk Factors: Comprehensive list of risks related to the investment, market conditions, and issuer

4. Use of Proceeds: Detailed explanation of how the bond proceeds will be utilized

5. Terms and Conditions of the Bonds: Detailed terms including interest rates, maturity, denomination, status, and covenants

6. Description of the Issuer: Corporate information, business operations, and management details

7. Financial Information: Historical financial statements, key ratios, and financial projections

8. Management Discussion and Analysis: Analysis of financial condition and results of operations

9. Subscription and Sale: Details of the offering process and selling restrictions

10. Taxation: Tax considerations for bondholders under UAE law

11. General Information: Additional corporate and regulatory information required by UAE law

Optional Sections

1. Shariah Compliance Statement: Required for Islamic bonds (Sukuk), including fatwa and structure explanation

2. Green Bond Framework: Required for green bonds, detailing environmental impact and compliance

3. Credit Rating: Include if the bonds or issuer have been rated by credit rating agencies

4. Industry Overview: Detailed market analysis, included for issuers in specialized sectors

5. Government Regulation: Required for heavily regulated industries or government-linked issuers

6. Related Party Transactions: Required if significant related party dealings exist

7. Material Contracts: Include if there are significant contracts affecting the bond issuance

Suggested Schedules

1. Audited Financial Statements: Last 3 years of audited financial statements

2. Form of Global Note: Template of the global note representing the bonds

3. Terms and Conditions: Detailed terms and conditions in standard form

4. Subscription Form: Standard form for investors to subscribe to the bonds

5. Legal Opinions: Relevant legal opinions from counsel

6. Agency Agreements: Agreements with fiscal agent, paying agent, and other agents

7. Financial Projections: Detailed financial forecasts and assumptions

8. Security Documents: If secured bonds, documents relating to security structure

9. Corporate Authorizations: Board and shareholder resolutions approving the issuance

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Agency Agreement
Bondholder
Business Day
Calculation Agent
Clearing System
Conditions
Coupon
Default
Definitive Bond Certificate
Denomination
Event of Default
Exchange Rate
Final Maturity Date
Financial Indebtedness
Fiscal Agent
Global Bond Certificate
Interest Payment Date
Interest Period
Interest Rate
Issue Date
Issuer
Lead Manager
Material Adverse Effect
Maturity Date
Offering Period
Paying Agent
Payment Business Day
Person
Principal Amount
Proceeding
Rate of Interest
Record Date
Register
Registrar
Relevant Date
Securities
Security Interest
Specified Currency
Subscription Agreement
Subsidiary
UAE
UAE Dirham
Underlying Assets
Clauses
Status of Bonds
Form and Denomination
Interest Payments
Redemption
Events of Default
Taxation
Representations and Warranties
Covenants
Transfer Restrictions
Meetings of Bondholders
Notices
Further Issues
Governing Law
Jurisdiction
Enforcement
Amendment and Waiver
Agent Appointments
Payments
Registration and Transfer
Security
Ranking
Use of Proceeds
Risk Factors
Listing Requirements
Market Making
Bond Trading
Clearing and Settlement
Rating
Subscription and Sale
Distribution
Regulatory Compliance
Indemnification
Severability
Force Majeure
Counterparts
Relevant Industries

Banking & Financial Services

Real Estate & Construction

Energy & Utilities

Telecommunications

Government & Public Sector

Infrastructure

Industrial Manufacturing

Healthcare

Education

Transport & Logistics

Retail & Consumer

Technology

Relevant Teams

Legal

Finance

Treasury

Compliance

Risk Management

Corporate Finance

Investor Relations

Capital Markets

Corporate Secretariat

Executive Management

Regulatory Affairs

Relevant Roles

Chief Financial Officer

Treasurer

Finance Director

Legal Counsel

Compliance Officer

Investment Banking Director

Capital Markets Manager

Corporate Finance Manager

Risk Manager

Company Secretary

Financial Controller

Bond Program Manager

Investor Relations Manager

Managing Director

Chief Executive Officer

Chief Legal Officer

Regulatory Affairs Director

Industries
UAE Federal Law No. 32 of 2021 (Commercial Companies Law): Governs corporate entities and their authority to issue bonds, including provisions on debt instruments and corporate guarantees
UAE Federal Law No. 4 of 2000 (Securities Market Law): Regulates the issuance and trading of securities, including bonds, in the UAE markets
SCA Board Resolution No. 17 of 2014: Specific regulations concerning the issuing, offering, and listing of debt securities
UAE Federal Law No. 14 of 2018 (Central Bank Law): Regulates banking operations and financial activities, including aspects of bond issuance and monetary instruments
UAE Federal Law No. 5 of 1985 (Civil Transactions Law): Provides the general framework for contractual obligations and securities
DFSA Rulebook (if listed in DIFC): Contains specific requirements for bond issuance and listing in the Dubai International Financial Centre
SCA Board Resolution No. 3 of 2019: Concerning the organization of Green Bonds and Securities, relevant if the bond has environmental or sustainability components
UAE Federal Decree Law No. 8 of 2017 on Value Added Tax: Relevant for tax implications on bond returns and transactions
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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