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Stock Repurchase Agreement Template for South Africa

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Key Requirements PROMPT example:

Stock Repurchase Agreement

"I need a Stock Repurchase Agreement for my private South African technology company to buy back 15% of its shares from a departing founder, with payment to be made in three installments over 6 months starting March 2025."

Document background
The Stock Repurchase Agreement is a crucial document used when a South African company wishes to buy back its own shares from existing shareholders. This transaction type is governed primarily by the Companies Act 71 of 2008 and requires careful consideration of corporate law requirements, tax implications, and regulatory compliance. The agreement is commonly used for various purposes including capital structure optimization, exit of shareholders, or implementation of employee share schemes. It must address key elements such as purchase price, payment terms, conditions precedent, and statutory compliance requirements. For listed companies, additional considerations include JSE Listings Requirements and potentially Takeover Regulation Panel oversight. The document must particularly ensure compliance with Sections 46 and 48 of the Companies Act regarding distribution requirements and share repurchase provisions.
Suggested Sections

1. Parties: Identification of the Company and the Selling Shareholder(s)

2. Background: Context of the agreement, including current shareholding and reason for repurchase

3. Definitions and Interpretation: Definitions of key terms and interpretation rules

4. Sale and Repurchase: Core terms of the share repurchase, including number of shares and price

5. Purchase Price: Details of the purchase consideration and payment mechanisms

6. Conditions Precedent: Required approvals and conditions that must be met before the repurchase becomes effective

7. Completion: Mechanics and timing of the closing process

8. Representations and Warranties: Standard and specific warranties from both parties

9. Company's Solvency and Liquidity: Confirmations regarding Section 46 Companies Act requirements

10. Tax Matters: Treatment of tax implications and responsibilities

11. Confidentiality: Obligations regarding confidential information

12. Notices: Communication procedures between parties

13. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, etc.

Optional Sections

1. Regulatory Compliance: For listed companies, includes JSE and TRP compliance requirements

2. Exchange Control: Required when foreign shareholders are involved

3. Competition Law Compliance: Required for large transactions requiring competition authority approval

4. Shareholder Approval Process: Details of required shareholder approvals for substantial repurchases

5. Security and Guarantees: If payment is deferred or secured

6. Break Fee: For complex transactions where abort costs need to be addressed

7. Directors' Confirmations: Specific confirmations regarding compliance with Companies Act requirements

Suggested Schedules

1. Share Details: Details of shares being repurchased including share certificates

2. Purchase Price Calculation: Method and calculations for determining the purchase price

3. Completion Requirements: List of documents and actions required at completion

4. Corporate Approvals: Copies of board resolutions and other corporate approvals

5. Warranties: Detailed warranties if extensive

6. Pro Forma Financial Information: If required to show effect on company's financial position

7. Tax Calculations: Details of tax implications and calculations

Authors

Alex Denne

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

Relevant legal definitions







































Clauses































Relevant Industries

Financial Services

Mining

Manufacturing

Technology

Retail

Professional Services

Healthcare

Real Estate

Telecommunications

Energy

Agriculture

Construction

Transportation

Media and Entertainment

Relevant Teams

Legal

Finance

Corporate Finance

Treasury

Tax

Compliance

Risk Management

Corporate Secretariat

Board of Directors

Executive Management

Investor Relations

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Legal Counsel

Company Secretary

Finance Director

Corporate Finance Manager

Compliance Officer

Treasury Manager

Financial Controller

Corporate Development Manager

Board Director

Investment Relations Manager

Risk Manager

Tax 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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