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Private Placement Agreement

Private Placement Agreement Template for United Arab Emirates

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Key Requirements PROMPT example:

Private Placement Agreement

"I need a Private Placement Agreement under UAE law for my technology startup to raise AED 10 million through the issuance of Series A preferred shares to qualified institutional investors, with specific anti-dilution protections and board representation rights."

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Document background
The Private Placement Agreement serves as the primary document for companies seeking to raise capital through private offerings in the UAE. This document is essential when an issuer wishes to offer securities to a limited number of sophisticated or institutional investors without undertaking a public offering. The agreement must comply with UAE Federal Law No. 32 of 2021 and SCA Decision No. (13/R.M) of 2021, which govern private placements in the UAE. It includes detailed provisions on investor qualifications, subscription procedures, regulatory compliance, and investment terms. The document is particularly relevant in the context of the UAE's growing position as a financial hub, where private placements are increasingly used for capital raising by both local and international companies. The agreement must address specific UAE regulatory requirements while maintaining international best practices in private placement transactions.
Suggested Sections

1. Parties: Identification of the issuer and the initial purchaser(s)/placement agent

2. Background: Context of the private placement, including the nature of securities being offered

3. Definitions: Key terms used throughout the agreement, including regulatory and transaction-specific definitions

4. Securities Offering: Details of the securities being offered, including class, type, and number

5. Purchase Price and Payment: Terms of payment, price per security, and payment mechanisms

6. Closing Conditions: Conditions precedent to the completion of the placement

7. Representations and Warranties of the Issuer: Issuer's confirmations regarding corporate status, authority, and compliance

8. Representations and Warranties of the Purchaser: Purchaser's confirmations regarding eligibility and investment understanding

9. Regulatory Compliance: Compliance with UAE securities laws and SCA regulations

10. Covenants: Ongoing obligations of the parties

11. Confidentiality: Protection of confidential information exchanged during the transaction

12. Term and Termination: Duration of the agreement and termination provisions

13. Governing Law and Jurisdiction: UAE law as governing law and jurisdiction specifications

14. General Provisions: Standard boilerplate provisions including notices, amendments, and assignment

Optional Sections

1. Registration Rights: Include when investors are granted rights to register their securities for public trading in the future

2. Tag-Along Rights: Include when minority investors are given the right to join in a sale by majority investors

3. Pre-emptive Rights: Include when existing investors are given priority rights in future offerings

4. Board Representation: Include when investors are granted board nomination rights

5. Anti-dilution Protection: Include when investors are protected against future dilution of their investment

6. Exit Rights: Include when specific exit mechanisms or rights are granted to investors

7. Shariah Compliance: Include when the placement needs to comply with Islamic finance principles

Suggested Schedules

1. Schedule 1 - Securities Description: Detailed description of the securities, including rights and restrictions

2. Schedule 2 - Subscription Form: Form for investors to subscribe to the securities

3. Schedule 3 - Corporate Documents: List of issuer's corporate documents and certificates

4. Schedule 4 - Disclosure Schedule: Exceptions to representations and warranties

5. Schedule 5 - Investment Risks: Detailed description of investment risks

6. Appendix A - Investor Qualification Criteria: Criteria for qualifying as an eligible investor under UAE law

7. Appendix B - Form of Legal Opinions: Required legal opinions from counsel

8. Appendix C - Financial Statements: Recent financial statements of the issuer

9. Appendix D - KYC Requirements: Required know-your-customer documentation

Authors

Alex Denne

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

alex.den.21@genieai.co
Relevant legal definitions











































Clauses



































Relevant Industries

Financial Services

Investment Banking

Private Equity

Real Estate

Technology

Healthcare

Energy

Infrastructure

Manufacturing

Professional Services

Telecommunications

Mining and Resources

Relevant Teams

Legal

Finance

Compliance

Corporate Secretariat

Investment Banking

Risk Management

Treasury

Corporate Development

Board of Directors

Investor Relations

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Investment Director

Compliance Officer

Corporate Secretary

Investment Banking Director

Private Equity Manager

Legal Counsel

Finance Director

Risk Manager

Corporate Development Manager

Treasury Manager

Board Director

Investment Relations Manager

Industries







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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