Convertible Loan Stock Agreement Template for United Arab Emirates

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Key Requirements PROMPT example:

Convertible Loan Stock Agreement

"I need a Convertible Loan Stock Agreement for my Dubai-based technology startup to secure AED 5 million in funding, with conversion rights triggering at a company valuation of AED 50 million or upon an IPO, and the agreement must be Sharia-compliant."

Document background
The Convertible Loan Stock Agreement is a sophisticated financing instrument used in the UAE when companies seek to raise capital while offering investors the flexibility to convert their loan investment into equity shares. This document is particularly relevant for growth-stage companies in the UAE market that require significant capital injection but want to defer equity dilution, or when traditional debt or equity financing alone may not be suitable. The agreement must comply with UAE federal laws and regulations, including UAE Federal Law No. 32 of 2021 and relevant UAE Central Bank directives. It typically includes detailed provisions on conversion triggers, price mechanisms, anti-dilution protections, and may need to consider Sharia compliance depending on the parties involved. The document is commonly used in series funding rounds, bridge financing scenarios, or when companies are preparing for significant corporate events such as IPOs or acquisitions.
Suggested Sections

1. Parties: Identification of the Issuer (Company), the Loan Stock Holder(s), and any other relevant parties such as security trustee if applicable

2. Background: Context of the agreement, including the company's intention to issue convertible loan stock and the investor's intention to subscribe

3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation

4. Subscription and Issue: Terms of subscription, payment obligations, and conditions for the issue of the convertible loan stock

5. Interest and Repayment: Interest rate, calculation method, payment dates, and repayment terms of the loan stock

6. Conversion Rights: Detailed terms of conversion, including conversion price, period, mechanism, and resulting shares

7. Company Warranties and Undertakings: Company's representations, warranties, and ongoing obligations

8. Loan Stock Holder Warranties: Investor's representations and warranties regarding their status and investment capacity

9. Security: Details of any security or guarantees provided for the loan stock

10. Events of Default: Circumstances constituting default and consequences thereof

11. Transfer Restrictions: Limitations and conditions on the transfer of the loan stock

12. Notices: Process and requirements for serving notices under the agreement

13. Governing Law and Jurisdiction: Specification of UAE law as governing law and jurisdiction for disputes

Optional Sections

1. Islamic Finance Compliance: Required if the agreement needs to be Sharia-compliant, including specific structures and terminology

2. Tag-Along Rights: Optional section for protecting minority investors in case of a company sale

3. Anti-dilution Provisions: Protection mechanisms for loan stock holders against dilution of their potential equity stake

4. Information Rights: Additional rights for loan stock holders to receive company information

5. Board Observer Rights: Rights of loan stock holders to appoint observers to board meetings

6. Pre-emptive Rights: Rights of loan stock holders to participate in future funding rounds

7. Regulatory Compliance: Specific provisions required for compliance with UAE free zone regulations if applicable

Suggested Schedules

1. Schedule 1 - Form of Conversion Notice: Template notice for exercising conversion rights

2. Schedule 2 - Conversion Mechanics: Detailed technical procedures for implementing the conversion

3. Schedule 3 - Company Warranties: Comprehensive list of company warranties

4. Schedule 4 - Conditions Precedent: List of conditions to be satisfied before completion

5. Schedule 5 - Certificate of Loan Stock: Form of certificate to be issued representing the loan stock

6. Schedule 6 - Deed of Adherence: Form of deed for new loan stock holders to accede to the agreement

7. Appendix A - Corporate Information: Key corporate details including capital structure and existing securities

8. Appendix B - Calculation Examples: Examples of interest calculations and conversion calculations

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

Relevant legal definitions
Clauses
Relevant Industries

Technology

Financial Services

Real Estate

Healthcare

E-commerce

Manufacturing

Renewable Energy

Professional Services

Construction

Telecommunications

Retail

Hospitality

Education

Transportation

Media and Entertainment

Relevant Teams

Legal

Finance

Corporate Development

Treasury

Compliance

Risk Management

Executive Leadership

Board of Directors

Investment

Company Secretariat

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

Investment Director

Corporate Finance Manager

Legal Counsel

Company Secretary

Finance Director

Investment Manager

Compliance Officer

Board Director

Managing Director

Corporate Development Manager

Treasury Manager

Risk Manager

Industries
UAE Federal Law No. 32 of 2021 on Commercial Companies: The primary legislation governing corporate entities in the UAE, including provisions for issuing securities, debt instruments, and conversion of securities. This law is fundamental for understanding the legal framework for convertible instruments.
UAE Central Bank Regulation Regarding Lending-Based Crowdfunding: Relevant for convertible loan arrangements, particularly if the instrument involves any form of crowdfunding or platform-based lending mechanisms.
SCA Board of Directors' Decision No. (3/R.M) of 2017 Concerning the Organization of Promoting and Introducing: Regulates the promotion and introduction of securities and financial products in the UAE, which is relevant for the offering and trading of convertible loan stock.
UAE Federal Law No. 14 of 2018 Regarding the Central Bank & Organization of Financial Institutions and Activities: Governs financial institutions and their activities, including lending and securities operations, which is crucial for convertible loan instruments.
UAE Federal Law No. 8 of 2004 Regarding Financial Free Zones: Important if the convertible loan stock involves entities in UAE financial free zones, as different regulations may apply.
DIFC Law No. 1 of 2004 (Companies Law): Relevant if the agreement involves companies registered in the Dubai International Financial Centre (DIFC), as it contains specific provisions for securities and convertible instruments.
UAE Federal Law No. 10 of 1980 Concerning the Central Bank, the Monetary System and Organization of Banking: Contains provisions regarding interest rates and banking operations, which are relevant for the loan component of the agreement.
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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