The Stock Buyback Agreement is a crucial document used when a UAE company wishes to repurchase its own shares from existing shareholders. This transaction type is regulated under UAE Federal Decree-Law No. 32 of 2021 and, for listed companies, additional SCA regulations. The agreement is commonly used for various corporate purposes including capital structure optimization, excess cash utilization, increasing earnings per share, or facilitating shareholder exits. It must detail specific requirements under UAE law including corporate approvals, payment mechanisms, and regulatory compliance. The document becomes particularly important in scenarios involving listed companies, employee share schemes, or strategic corporate restructuring, where careful attention to UAE regulatory requirements is essential.
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1. Parties: Identification of the company purchasing its shares and the selling shareholder(s)
2. Background: Context of the transaction, including company details and reason for the share buyback
3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation
4. Sale and Purchase: Core transaction terms including number of shares, price per share, and total consideration
5. Conditions Precedent: Prerequisites to be satisfied before the buyback can proceed, including regulatory approvals
6. Completion: Mechanics of the transfer, including timing, location, and actions required at completion
7. Seller's Warranties: Representations regarding share ownership, authority to sell, and absence of encumbrances
8. Company's Warranties: Representations regarding corporate authority, compliance with laws, and financial capacity
9. Confidentiality: Obligations regarding transaction confidentiality and permitted disclosures
10. Notices: Process for formal communications between parties
11. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement
1. Tag-Along Rights: Include when multiple shareholders are involved and minority shareholder protection is required
2. Regulatory Compliance: Detailed section required for listed companies subject to SCA regulations
3. Tax Provisions: Include when there are specific tax implications or cross-border elements
4. Financing Arrangements: Include when the buyback involves external financing or installment payments
5. Share Retention: Include when there are restrictions on remaining shareholders' ability to sell shares
6. Market Announcement: Required for listed companies with disclosure obligations
7. Anti-dilution Provisions: Include when protecting remaining shareholders from future share issuances
1. Share Details: Details of shares being purchased including share certificates numbers and shareholding history
2. Completion Requirements: Detailed list of documents and actions required at completion
3. Corporate Approvals: Copies of board resolutions, shareholder approvals, and regulatory clearances
4. Form of Transfer Instrument: Template share transfer forms compliant with UAE requirements
5. Calculation of Purchase Price: Detailed methodology for share valuation and price calculation
6. Timetable: Schedule of key dates and deadlines for the transaction
7. Disclosure Letter: Exceptions and qualifications to the warranties
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