Private Placement Contract for Saudi Arabia

Private Placement Contract Template for Saudi Arabia

A Private Placement Contract governed by Saudi Arabian law is a legally binding agreement that facilitates the private offering of securities to a select group of qualified investors. The document adheres to the Capital Market Authority (CMA) regulations and Shariah principles, incorporating specific requirements for private placements in Saudi Arabia. It includes detailed terms of the offering, investor eligibility criteria, subscription procedures, risk disclosures, and compliance requirements under Saudi law, while ensuring alignment with Islamic finance principles. The contract serves as the primary documentation for raising capital through private placement in the Saudi Arabian market.

Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.
Get template free
Upload to review

Your data doesn't train Genie's AI

You keep IP ownership of your docs

4.6 / 5
4.6 / 5
4.8 / 5

What is a Private Placement Contract?

The Private Placement Contract is essential for companies seeking to raise capital through private offerings in Saudi Arabia. This document is used when an entity wishes to offer securities to a limited number of sophisticated or institutional investors without conducting a public offering. The contract must comply with the Saudi Arabian Capital Market Authority's regulations, particularly the Rules on the Offer of Securities and Continuing Obligations (OSCO), and adhere to Islamic finance principles. It typically includes comprehensive details about the offering, investor qualifications, subscription terms, risk factors, and regulatory compliance requirements. The Private Placement Contract is particularly relevant in scenarios where companies need to raise substantial capital while maintaining confidentiality and avoiding the more stringent requirements of a public offering, all within the framework of Saudi Arabian securities laws and Shariah compliance.

What sections should be included in a Private Placement Contract?

1. Parties: Identification of the issuer, placement agent (if any), and the target investor category

2. Background: Context of the private placement, including the nature of securities being offered

3. Definitions: Key terms used throughout the document, including regulatory definitions from Saudi CMA regulations

4. Securities Offered: Detailed description of the securities, including class, rights, and restrictions

5. Subscription Terms: Terms and conditions of the subscription, including minimum subscription amounts and eligible investor requirements

6. Pricing and Payment: Details of pricing, payment mechanisms, and settlement procedures

7. Use of Proceeds: Intended use of the funds raised through the private placement

8. Risk Factors: Comprehensive disclosure of risks associated with the investment

9. Investor Representations: Declarations and warranties from investors regarding their eligibility and understanding of risks

10. Transfer Restrictions: Limitations on transfer of securities and lock-up periods

11. Shariah Compliance: Confirmation of Shariah compliance and relevant Islamic finance provisions

12. Confidentiality: Provisions regarding the confidential nature of the placement and related information

13. Governing Law and Jurisdiction: Application of Saudi law and jurisdiction of Saudi courts

14. Notices: Communication procedures between parties

15. Termination: Circumstances and procedures for termination of the agreement

What sections are optional to include in a Private Placement Contract?

1. Placement Agent Provisions: Required when a placement agent is involved in the offering

2. Security Arrangements: Included when the securities are secured by specific assets or guarantees

3. Tag-Along Rights: Optional provisions for minority investor protection

4. Drag-Along Rights: Optional provisions for majority investor rights

5. Registration Rights: Included when there's potential for future public offering

6. Management Rights: Required when investors are granted specific management or voting rights

7. Exit Provisions: Optional section detailing exit mechanisms for investors

8. Zakat Provisions: Required when Zakat implications need to be addressed specifically

What schedules should be included in a Private Placement Contract?

1. Subscription Form: Standard form for investors to subscribe to the securities

2. Investor Qualification Questionnaire: Form to verify investor eligibility under Saudi regulations

3. Risk Disclosure Statement: Detailed statement of risks as required by CMA regulations

4. Shariah Compliance Certificate: Certificate from approved Shariah advisor confirming compliance

5. Corporate Documents: Copies of relevant corporate authorizations and registrations

6. Financial Statements: Recent financial statements of the issuer

7. Investment Term Sheet: Summary of key investment terms and conditions

8. KYC Requirements: List of required know-your-customer documentation

9. Asset Schedule: Description of any assets securing the investment (if applicable)

Authors

Alex Denne

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

Jurisdiction

Saudi Arabia

Publisher

Genie AI

Document Type

Placement Agreement

Cost

Free to use

Find the exact document you need

Placement Agency Agreement

A Saudi Arabian law-governed agreement between a recruitment agency and client company establishing terms for professional recruitment services.

Download

Private Placement Contract

A Saudi Arabian law-governed contract for private securities offerings to qualified investors, compliant with CMA regulations and Shariah principles.

Download

Placement Contract Agreement

A Saudi Arabian law-governed agreement between a placement agency and client company establishing terms for recruitment services and compliance with local employment regulations.

Download

Employment Service Contract

Saudi Arabian employment service contract template establishing employment terms and conditions in compliance with local labor laws.

Download

Direct Placement Agreement

A Saudi Arabian law-governed agreement between a recruitment agency and client company for direct placement services, ensuring compliance with local employment regulations and Shariah principles.

Download

Staffing Company Contract

Saudi Arabian law-governed agreement between staffing company and client for temporary workforce provision and management.

Download

Staffing Agency Agreement

A Saudi Arabian law-governed agreement between a staffing agency and client company for temporary workforce provision, ensuring compliance with local labor laws and Saudization requirements.

Download
See more related templates

Genie’s Security Promise

Genie is the safest place to draft. Here’s how we prioritise your privacy and security.

Your documents are private:

We do not train on your data; Genie’s AI improves independently

All data stored on Genie is private to your organisation

Your documents are protected:

Your documents are protected by ultra-secure 256-bit encryption

We are ISO27001 certified, so your data is secure

Organizational security:

You retain IP ownership of your documents and their information

You have full control over your data and who gets to see it

2 Docs LeftAccess Now