Placement Agreement Template for the UAE

Companies need a Placement Agreement when raising capital through UAE financial markets, particularly for IPOs, bonds, or sukuk offerings. This agreement becomes essential once you've decided to list securities and need to formalize arrangements with your financial advisors or placement agents.

The timing usually aligns with your pre-listing preparations, typically 3-6 months before the planned offering date. UAE regulators like SCA expect to see this agreement as part of your listing application package, making it a crucial early step in the capital raising process. It protects both parties by clearly defining responsibilities, timelines, and compensation structures.

• Private Placement Agreement: Used for direct offerings to qualified institutional investors in UAE, with specific SCA compliance requirements
• Placement Fee Agreement: Focuses on compensation structures between issuers and placement agents, common in Dubai's financial sector
• Staffing Agency Agreement: Specialized version for workforce placement services, aligned with UAE labor laws
• Employment Agency Contract With Client: Tailored for recruitment services, incorporating MOHRE guidelines
• Staffing Agency Contract With Client: Details temporary staffing arrangements under UAE employment regulations

• Issuing Companies: UAE businesses seeking to list securities, including both established corporations and startups planning IPOs
• Investment Banks: Lead arrangers and placement agents who structure the offering and market securities to investors
• Legal Counsel: Both internal and external lawyers who draft and review agreements to ensure SCA compliance
• Financial Advisors: Specialists who guide pricing, timing, and market strategy for the placement
• Regulatory Bodies: SCA, ADX, or DFM officials who review placement documentation as part of listing approval
• Institutional Investors: Major financial institutions and funds who participate in private placements

• Company Details: Gather corporate licenses, board resolutions approving the placement, and Emirates ID of authorized signatories
• Offering Structure: Define security type, placement size, target investors, and pricing mechanism
• Timeline Planning: Map key dates for marketing, subscription, allocation, and listing phases
• Compliance Check: Review SCA regulations and exchange requirements for your specific security type
• Fee Structure: Detail placement agent compensation, including base fees and success-based components
• Risk Assessment: Document market conditions, regulatory requirements, and potential challenges
• Documentation: Our platform generates custom agreements that meet UAE legal standards and SCA requirements

• Parties & Authority: Full legal names, addresses, and signing authority documentation under UAE law
• Offering Details: Security type, volume, price range, and placement structure as per SCA guidelines
• Agent Obligations: Marketing strategy, investor targeting, and distribution responsibilities
• Fee Structure: Base fees, success fees, and expense allocation mechanisms
• Regulatory Compliance: SCA requirements, exchange rules, and anti-money laundering provisions
• Risk Allocation: Market conditions, force majeure, and termination rights
• Governing Law: UAE law application and dispute resolution procedures
• Confidentiality: Information handling and non-disclosure provisions

A Placement Agreement differs significantly from a Broker Agreement in several key aspects, though both involve intermediaries in financial transactions. While Placement Agreements focus specifically on securities offerings and capital raising in UAE markets, Broker Agreements cover a broader range of trading and investment activities.

• Scope and Purpose: Placement Agreements deal exclusively with new security issuances and IPOs, while Broker Agreements cover ongoing trading activities and general investment services
• Regulatory Framework: Placement Agreements must comply with SCA's specific listing and offering rules, whereas Broker Agreements follow general securities trading regulations
• Duration: Placement Agreements typically end after the offering completes, while Broker Agreements often establish long-term relationships
• Fee Structure: Placement fees usually include substantial success-based components tied to the offering, while broker fees typically follow commission-based models