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Letter Of Intent Share Purchase Agreement

Letter Of Intent Share Purchase Agreement Template for Nigeria

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Key Requirements PROMPT example:

Letter Of Intent Share Purchase Agreement

"I need a Letter of Intent Share Purchase Agreement for acquiring 60% shares in a Nigerian manufacturing company, with completion targeted for March 2025, including standard confidentiality and exclusivity provisions for a 90-day period."

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Document background
The Letter Of Intent Share Purchase Agreement is a crucial preliminary document used in Nigerian corporate transactions when parties wish to formalize their intention to enter into a share purchase transaction while maintaining flexibility for negotiation. It serves as a roadmap for the transaction, typically used after initial discussions but before detailed due diligence and final binding agreements. The document reflects Nigerian legal requirements and business practices, incorporating relevant provisions from the Companies and Allied Matters Act 2020 and other applicable regulations. While mostly non-binding, it often includes binding provisions for confidentiality, exclusivity, and costs, making it a significant step in the M&A process. This document type is particularly important in the Nigerian context where regulatory compliance and clear documentation of intentions are essential for smooth transaction progression.
Suggested Sections

1. Parties: Identification of the potential seller(s) and buyer(s), including full legal names and addresses

2. Background/Recitals: Context of the proposed transaction, including brief description of the target company and parties' intentions

3. Definitions: Key terms used throughout the document

4. Proposed Transaction Structure: Overview of the proposed share purchase, including number/percentage of shares to be acquired

5. Indicative Purchase Price: Proposed purchase price or price range and payment structure

6. Due Diligence: Framework for the buyer's due diligence process and timeline

7. Conditions Precedent: Key conditions that must be met before proceeding with the final agreement

8. Binding Provisions: Explicitly specified binding terms (typically confidentiality, exclusivity, and costs)

9. Non-Binding Nature: Clear statement that the LOI is non-binding except for specified provisions

10. Timeline: Proposed schedule for due diligence, negotiation, and execution of definitive agreements

11. Governing Law: Specification of Nigerian law as governing law

12. Execution: Signature blocks for authorized representatives of all parties

Optional Sections

1. Break Fee: Include when parties want to specify fees payable if either party terminates negotiations

2. Regulatory Approvals: Include when transaction will require specific regulatory approvals (e.g., SEC, CBN)

3. Management and Employment: Include when there are specific intentions regarding key management retention or changes

4. Financing: Include when buyer's financing arrangements are material to the transaction

5. Asset Schedule: Include when specific assets or liabilities need to be highlighted for inclusion/exclusion

6. Dispute Resolution: Include when parties want to specify binding dispute resolution mechanisms for the binding provisions

Suggested Schedules

1. Corporate Information Schedule: Basic information about the target company including corporate structure and share capital

2. Due Diligence Requirements: List of required documents and information for due diligence

3. Indicative Timeline: Detailed timeline with key milestones and deadlines

4. Key Terms Sheet: Summary of principal commercial terms to be included in the definitive agreement

5. Confidentiality Provisions: Detailed confidentiality terms that will be binding

6. Required Approvals: List of anticipated regulatory and third-party approvals

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
Agreement
Business Day
Buyer
CAC
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Definitive Agreements
Due Diligence
Effective Date
Encumbrance
Exclusivity Period
Group
Long Stop Date
Material Adverse Change
NSE
Ordinary Shares
Parties
Purchase Price
Sale Shares
SEC
Seller
Share Capital
Shareholders
Signing Date
Target Company
Transaction
Transfer
Warranties
Working Hours
Board
Business
Disclosure Letter
Governmental Authority
Law
Naira
Related Party
Representatives
Subsidiaries
Tax
Territory
Third Party Rights
Relevant Industries

Financial Services

Oil and Gas

Manufacturing

Technology

Telecommunications

Real Estate

Agriculture

Healthcare

Mining

Retail

Consumer Goods

Energy

Infrastructure

Transportation

Education

Relevant Teams

Legal

Finance

Corporate Development

Strategy

Mergers & Acquisitions

Compliance

Corporate Secretariat

Business Development

Investment

Risk Management

Executive Leadership

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

Managing Director

Corporate Development Director

Investment Manager

Legal Counsel

Corporate Secretary

Finance Director

Business Development Manager

M&A Director

Strategy Director

Investment Banker

Due Diligence Manager

Compliance Officer

Industries
Companies and Allied Matters Act (CAMA) 2020: The primary legislation governing company operations in Nigeria, including share transfers, corporate structure, and shareholder rights
Investment and Securities Act 2007: Regulates securities trading, investments, and market operations in Nigeria, particularly relevant for share transactions
Nigerian Contract Law: Based on common law principles, governs the formation and enforcement of contracts, including LOIs
Federal Competition and Consumer Protection Act 2018: Regulates competition and may require approval for significant share acquisitions depending on transaction size
Companies Income Tax Act: Governs taxation aspects of corporate transactions including share transfers
Capital Gains Tax Act: Applies to gains arising from the disposal of shares and other assets
Nigerian Investment Promotion Commission Act: Relevant if the transaction involves foreign investors purchasing shares in Nigerian companies
Central Bank of Nigeria (CBN) Guidelines: May be relevant if the transaction involves financial institutions or requires forex 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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