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Private Equity Subscription Agreement

Private Equity Subscription Agreement Template for United Arab Emirates

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Key Requirements PROMPT example:

Private Equity Subscription Agreement

"I need a Private Equity Subscription Agreement for a UAE-based technology company, where a foreign PE firm is investing AED 50 million for a 25% stake, with completion expected by March 2025, including specific provisions for tech sector warranties and AI-related intellectual property protections."

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Document background
The Private Equity Subscription Agreement is a crucial document used in UAE private equity transactions to formalize and document the terms of an investment into a target company. It serves as the primary instrument for executing PE investments in the UAE, incorporating essential elements required by local laws and regulations, including Companies Law requirements, foreign ownership restrictions, and anti-money laundering provisions. The agreement typically follows investment term sheet negotiations and precedes or accompanies a shareholders' agreement. It contains detailed provisions on share subscription mechanics, investor rights, representations and warranties, and conditions precedent, all structured to comply with UAE legal requirements while protecting both investor and company interests. This document is particularly important in the UAE context due to specific regulatory requirements around foreign investment, capital structures, and corporate governance.
Suggested Sections

1. Parties: Identification of the Company, the Investor(s), and any other relevant parties to the agreement

2. Background: Context of the investment, company structure, and purpose of the agreement

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

4. Subscription and Payment Terms: Details of the subscription amount, number of shares, price per share, and payment mechanisms

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

6. Completion: Steps to be taken at completion, timing, and delivery requirements

7. Company's Representations and Warranties: Company's confirmations regarding its status, authority, and business condition

8. Investor's Representations and Warranties: Investor's confirmations regarding authority, financial capacity, and investment intent

9. Regulatory Compliance: Compliance with UAE laws, including foreign ownership and anti-money laundering requirements

10. Confidentiality: Obligations regarding confidential information and announcements

11. Notices: Process and requirements for formal communications between parties

12. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement

13. Execution: Signature blocks and execution formalities

Optional Sections

1. Tag-Along Rights: Optional provision giving investors the right to join in any sale by major shareholders

2. Drag-Along Rights: Optional provision allowing majority shareholders to force minority shareholders to join in a sale

3. Anti-dilution Protection: Protection for investors against future share issuances at lower valuations

4. Board Appointment Rights: Rights of investors to appoint board members based on shareholding

5. Information Rights: Specific rights of investors to receive company information beyond statutory requirements

6. Pre-emptive Rights: Rights of first refusal on future share issuances

7. Exit Rights: Specific provisions regarding future exits, IPOs, or sale of the company

8. Shariah Compliance: Additional provisions if the investment needs to be Shariah-compliant

Suggested Schedules

1. Schedule 1: Subscription Details: Detailed breakdown of subscription amount, share numbers, and share class details

2. Schedule 2: Company Information: Details of the company including corporate information, capital structure, and subsidiaries

3. Schedule 3: Conditions Precedent: Detailed list of all conditions precedent and required deliverables

4. Schedule 4: Warranties: Comprehensive list of company warranties

5. Schedule 5: Completion Requirements: Detailed completion agenda and documents required at completion

6. Schedule 6: Shareholders' Agreement Terms: Key terms to be included in the shareholders' agreement, if applicable

7. Appendix A: Form of Board Resolution: Template board resolution approving the subscription

8. Appendix B: Form of Share Certificate: Template share certificate to be issued

9. Appendix C: KYC Requirements: List of required KYC documents and forms as per UAE regulations

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
Affiliate
Anti-Money Laundering Laws
Articles of Association
Board
Business Day
Business Plan
Companies Law
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Constitutional Documents
Directors
Disclosure Letter
Encumbrance
Execution Date
Existing Shareholders
Financial Statements
Financial Year
Governmental Authority
Group
Investment Amount
Investor
Key Management
Long Stop Date
Material Adverse Change
New Shares
Ordinary Shares
Parties
Permitted Transferee
Pre-Completion
Preference Shares
Regulatory Approvals
Related Party
Relevant Authority
Representatives
Sanctions Laws
Securities
Share Capital
Shareholder
Shareholders' Agreement
Subscription Price
Subscription Shares
Subsidiary
Tag-Along Right
Tax
Transaction Documents
UAE
UAE Central Bank
Warranties
Clauses
Interpretation
Subscription
Payment Terms
Conditions Precedent
Completion
Pre-Completion Covenants
Post-Completion Covenants
Representations and Warranties
Company Warranties
Investor Warranties
Anti-Dilution Protection
Transfer Restrictions
Tag-Along Rights
Drag-Along Rights
Pre-emptive Rights
Board Appointment Rights
Information Rights
Confidentiality
Non-Competition
Non-Solicitation
Regulatory Compliance
Anti-Money Laundering
Foreign Ownership Compliance
Termination
Default
Indemnification
Force Majeure
Assignment
Notices
Costs
Amendments
Waiver
Severability
Entire Agreement
Governing Law
Dispute Resolution
General Provisions
Relevant Industries

Technology

Real Estate

Healthcare

Financial Services

Energy

Infrastructure

E-commerce

Manufacturing

Education

Hospitality

Retail

Transportation & Logistics

Media & Entertainment

Food & Beverage

Relevant Teams

Legal

Finance

Compliance

Corporate Development

Investment

Risk Management

Board of Directors

Company Secretariat

Due Diligence

Treasury

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Investment Director

Private Equity Partner

Corporate Lawyer

Investment Manager

Compliance Officer

Due Diligence Manager

Transaction Manager

Board Director

Company Secretary

Financial Controller

Investment Analyst

Risk Manager

Industries
UAE Federal Law No. 32 of 2021 (Companies Law): The primary legislation governing companies in the UAE, including provisions for corporate structuring, shareholding arrangements, and capital requirements
SCA Decision No. (3/R.M) of 2017: Regulation on the Promotion and Introduction Activities, dealing with private placement rules and investment promotion in the UAE
UAE Federal Law No. 14 of 2018: The Central Bank Law and Organization of Financial Institutions, governing financial activities and transactions
UAE Federal Decree-Law No. 19 of 2018: Foreign Direct Investment Law, outlining rules for foreign ownership and investment in UAE companies
UAE Federal Decree-Law No. 20 of 2018 (Anti-Money Laundering Law): Regulations regarding anti-money laundering and counter-terrorism financing, essential for investor due diligence
UAE Federal Law No. 5 of 1985 (Civil Code): Governing contractual relationships and obligations between parties
UAE Federal Law No. 18 of 1993 (Commercial Transactions Law): Regulating commercial transactions and business dealings in the UAE
DIFC Law No. 1 of 2022 (if DIFC-based): Specific regulations for companies operating within the Dubai International Financial Centre, if applicable
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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