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Convertible Loan Agreement for Saudi Arabia

Convertible Loan Agreement Template for Saudi Arabia

A Shariah-compliant Convertible Loan Agreement governed by Saudi Arabian law, structured to provide financing while offering the option to convert the loan amount into equity shares of the borrowing company. The agreement incorporates Islamic finance principles, Saudi Arabian Companies Law requirements, and Capital Market Authority regulations. It details the loan terms, profit-sharing structure, conversion mechanics, and includes necessary provisions for regulatory compliance while protecting both lender and borrower interests under Saudi jurisdiction.

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Convertible Loan Agreement

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What is a Convertible Loan Agreement?

The Convertible Loan Agreement is commonly used in Saudi Arabia for growth-stage companies seeking alternative financing options that comply with Islamic finance principles. This document is particularly relevant when traditional equity investment may be premature, but there's potential for future equity participation. It provides a Shariah-compliant structure for investors to provide financing while maintaining the option to convert their investment into equity shares. The agreement must comply with Saudi Arabian Companies Law, Capital Market Authority regulations, and Shariah principles, making it suitable for both local and international investors familiar with the Saudi market. It typically includes detailed provisions for profit-sharing instead of interest, conversion triggers, valuation mechanics, and regulatory compliance requirements.

What sections should be included in a Convertible Loan Agreement?

1. Parties: Identification of the Lender and Borrower, including full legal names and registration details

2. Background: Context of the agreement, including purpose of the loan and basis for future conversion

3. Definitions and Interpretation: Key terms used throughout the agreement, including financial, technical, and legal definitions

4. Loan Amount and Disbursement: Details of the loan amount, disbursement conditions and mechanics

5. Profit Rate and Payment: Shariah-compliant profit-sharing structure and payment terms

6. Conversion Rights: Terms and conditions for converting the loan into equity, including trigger events and conversion price mechanics

7. Conversion Procedure: Detailed process for executing the conversion, including notices and documentation requirements

8. Representations and Warranties: Statements of fact and assurances from both parties

9. Covenants: Ongoing obligations of the Borrower during the loan period

10. Events of Default: Circumstances constituting default and consequences

11. Termination: Circumstances and process for early termination

12. Governing Law and Jurisdiction: Confirmation of Saudi Arabian law and relevant courts

What sections are optional to include in a Convertible Loan Agreement?

1. Security: Details of any security or collateral provided - include if the loan is secured

2. Guarantees: Terms of any personal or corporate guarantees - include if guarantees are provided

3. Board Observer Rights: Rights of the lender to appoint board observers - include for larger investments

4. Information Rights: Additional reporting requirements - include for sophisticated investors

5. Anti-dilution Protection: Provisions protecting the conversion rights from dilution - include for professional investors

6. Shariah Compliance Declaration: Explicit confirmation of Shariah compliance - include if required by lender or regulatory requirements

What schedules should be included in a Convertible Loan Agreement?

1. Schedule 1 - Loan Details: Detailed terms of the loan including amount, profit rate, and payment schedule

2. Schedule 2 - Conversion Mechanics: Detailed formula and procedures for calculating conversion price and share allocation

3. Schedule 3 - Conditions Precedent: List of conditions to be satisfied before loan disbursement

4. Schedule 4 - Form of Conversion Notice: Template notice for exercising conversion rights

5. Schedule 5 - Corporate Information: Details of the Borrower's corporate structure and share capital

6. Appendix A - Shariah Structure: Detailed explanation of the Shariah-compliant structure used

7. Appendix B - Required Corporate Approvals: List of required approvals and resolutions for conversion

Authors

Alex Denne

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

Jurisdiction

Saudi Arabia

Publisher

Ƶ

Document Type

Agreement Contract

Cost

Free to use
Relevant legal definitions























































Clauses

































Relevant Industries

Technology

E-commerce

Financial Services

Healthcare

Manufacturing

Real Estate

Education Technology

Renewable Energy

Telecommunications

Consumer Services

Industrial Technology

Islamic Financial Services

Relevant Teams

Legal

Finance

Corporate Development

Risk Management

Compliance

Treasury

Investment

Corporate Secretariat

Board Secretariat

Shariah Advisory

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Investment Manager

Legal Counsel

Shariah Compliance Officer

Corporate Finance Director

Investment Director

Company Secretary

Financial Controller

Risk Manager

Corporate Development Manager

Board Member

General Counsel

Finance Manager

Investment Analyst

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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