Share Swap Agreement Template for Belgium

A Share Swap Agreement is a sophisticated financial instrument used when parties wish to exchange the economic benefits and risks of share ownership without transferring actual share ownership. This document, governed by Belgian law, is typically employed by financial institutions, investment firms, and corporations seeking equity exposure management, hedging strategies, or investment opportunities. The agreement must comply with Belgian financial regulations and EU directives, particularly regarding derivatives trading and market infrastructure. It details payment flows, calculation methodologies, risk allocations, and regulatory compliance requirements, while incorporating specific provisions for events of default, market disruptions, and early termination. The document is essential for parties engaging in equity derivatives transactions within the Belgian regulatory framework, providing legal certainty and clear operational parameters for the swap arrangement.

1. Parties: Identification of the swap counterparties, including full legal names, registration details, and addresses

2. Background: Context of the swap agreement, including the purpose and basic structure of the transaction

3. Definitions: Detailed definitions of terms used throughout the agreement, including financial terms, calculation methods, and relevant dates

4. Swap Terms: Core terms of the swap including the underlying shares, notional amount, and term of the agreement

5. Payment Obligations: Details of payment flows, including dividend equivalent payments, interest payments, and other cash flows

6. Calculation Methods: Specification of how various amounts under the swap will be calculated, including equity amounts, interest, and adjustments

7. Events of Default: Definition of events constituting default and their consequences

8. Termination Events: Circumstances allowing early termination and the processes to be followed

9. Representations and Warranties: Standard and transaction-specific representations and warranties from each party

10. Covenants: Ongoing obligations of the parties during the term of the swap

11. Tax Provisions: Allocation of tax risks and obligations, including withholding tax provisions

12. Market Disruption Events: Provisions dealing with market disruptions and their consequences

13. Governing Law and Jurisdiction: Specification of Belgian law as governing law and jurisdiction for disputes

14. Notices: Communication requirements and contact details for notices between parties

15. Execution: Signature blocks and execution formalities