The Debenture Subscription Agreement is a crucial document used when a company in the UAE seeks to raise capital through the issuance of debt securities. This agreement is essential for companies looking to finance expansion, operations, or specific projects through debentures rather than traditional bank loans or equity financing. The document must comply with UAE Federal Law No. 32 of 2021 and relevant securities regulations, making it suitable for both private and public offerings. It sets out detailed terms of the debenture issuance, subscription process, security arrangements, and rights of debenture holders. The agreement is particularly important in the UAE market where debt instruments are becoming increasingly popular as a financing tool, especially for large corporations and development projects.
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1. Parties: Identification of the Issuer (Company) and the Subscriber(s)
2. Background: Recitals explaining the company's intention to issue debentures and the subscriber's intention to subscribe
3. Definitions and Interpretation: Comprehensive definitions of terms used in the agreement and interpretation rules
4. Debenture Terms: Key terms of the debentures including face value, interest rate, maturity date, and ranking
5. Subscription and Allotment: Process for subscription, payment terms, and allotment of debentures
6. Conditions Precedent: Conditions that must be satisfied before the subscription becomes effective
7. Representations and Warranties: Statements of fact and assurances from both the Issuer and Subscriber
8. Covenants: Ongoing obligations of the Issuer including financial covenants and reporting requirements
9. Events of Default: Circumstances constituting default and consequences thereof
10. Rights and Obligations of Debenture Holders: Detailed rights including voting, transfer, and redemption rights
11. Security: Details of any security provided for the debentures
12. Meetings and Collective Decisions: Procedures for debenture holders' meetings and collective decision-making
13. Notices: Communication procedures between parties
14. Governing Law and Jurisdiction: Specification of UAE law as governing law and jurisdiction for disputes
15. General Provisions: Standard boilerplate clauses including amendments, waivers, and severability
1. Debenture Trustee Provisions: Required if a trustee is appointed to represent debenture holders
2. Sharia Compliance: Required if the debentures are to be Sharia-compliant
3. Registration and Listing: Required if debentures are to be listed on a securities exchange
4. Tax Provisions: Detailed tax clauses if specific tax implications need to be addressed
5. Currency Provisions: Required if debentures are issued in foreign currency or multiple currencies
6. Conversion Rights: Required for convertible debentures, specifying conversion terms and process
1. Form of Debenture Certificate: Template of the physical or electronic debenture certificate
2. Subscription Form: Standard form for submitting subscription requests
3. Payment Schedule: Details of interest payment dates and principal repayment schedule
4. Security Documents: Copies or forms of security documents if applicable
5. Financial Covenants: Detailed financial ratios and calculations
6. Company Board and Shareholder Resolutions: Copies of relevant corporate approvals
7. Terms and Conditions of Debentures: Detailed terms and conditions that will apply to the debentures
8. Form of Transfer Deed: Standard form for transferring debentures between holders
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