Debenture Subscription Agreement Template for United Arab Emirates

The Debenture Subscription Agreement is a crucial document used when a company in the UAE seeks to raise capital through the issuance of debt securities. This agreement is essential for companies looking to finance expansion, operations, or specific projects through debentures rather than traditional bank loans or equity financing. The document must comply with UAE Federal Law No. 32 of 2021 and relevant securities regulations, making it suitable for both private and public offerings. It sets out detailed terms of the debenture issuance, subscription process, security arrangements, and rights of debenture holders. The agreement is particularly important in the UAE market where debt instruments are becoming increasingly popular as a financing tool, especially for large corporations and development projects.

1. Parties: Identification of the Issuer (Company) and the Subscriber(s)

2. Background: Recitals explaining the company's intention to issue debentures and the subscriber's intention to subscribe

3. Definitions and Interpretation: Comprehensive definitions of terms used in the agreement and interpretation rules

4. Debenture Terms: Key terms of the debentures including face value, interest rate, maturity date, and ranking

5. Subscription and Allotment: Process for subscription, payment terms, and allotment of debentures

6. Conditions Precedent: Conditions that must be satisfied before the subscription becomes effective

7. Representations and Warranties: Statements of fact and assurances from both the Issuer and Subscriber

8. Covenants: Ongoing obligations of the Issuer including financial covenants and reporting requirements

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

10. Rights and Obligations of Debenture Holders: Detailed rights including voting, transfer, and redemption rights

11. Security: Details of any security provided for the debentures

12. Meetings and Collective Decisions: Procedures for debenture holders' meetings and collective decision-making

13. Notices: Communication procedures between parties

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

15. General Provisions: Standard boilerplate clauses including amendments, waivers, and severability