The Share Repurchase Agreement is a crucial document used when a Saudi Arabian company decides to buy back its own shares from existing shareholders, whether for capital restructuring, employee stock programs, or other corporate purposes. The agreement must strictly comply with Saudi Companies Law 2015, which imposes specific limitations on share buybacks (including the 10% cap for listed companies) and requires various corporate and regulatory approvals. The document includes detailed provisions on valuation methodology, payment mechanisms, and completion procedures, all structured to ensure Sharia compliance. It's particularly important in the Saudi context due to the unique regulatory environment, which requires careful consideration of both conventional corporate law and Islamic financial principles. The agreement typically requires approval from the company's board of directors and, in many cases, the Capital Market Authority or Ministry of Commerce.
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1. Parties: Identification of the Company as purchaser and the Shareholder(s) as seller(s), including full legal names and registration details
2. Background: Context of the share repurchase, including company's share capital structure and reason for repurchase
3. Definitions and Interpretation: Definitions of key terms and interpretation rules, including relevant Saudi law terms
4. Sale and Purchase: Core transaction terms including number of shares, price per share, and total consideration
5. Purchase Price and Payment: Details of consideration, payment method, and timing in compliance with Saudi banking regulations
6. Conditions Precedent: Required approvals, including board/shareholder resolutions and regulatory clearances under Saudi law
7. Completion: Mechanics and timing of closing, including share transfer procedures under Saudi regulations
8. Seller's Warranties: Warranties regarding share ownership, authority to sell, and compliance with Saudi law
9. Company's Warranties: Warranties regarding corporate authority, financial condition, and regulatory compliance
10. Regulatory Compliance: Specific provisions ensuring compliance with Companies Law limits and CMA regulations
11. Sharia Compliance: Confirmation of transaction's compliance with Sharia principles
12. Confidentiality: Obligations regarding transaction confidentiality and permitted disclosures
13. Notices: Process for formal communications between parties
14. Governing Law and Jurisdiction: Confirmation of Saudi law governance and jurisdiction of Saudi courts
1. Tag-Along Rights: Required if other shareholders have pre-existing tag-along rights that need addressing
2. Market Announcement: Required for listed companies regarding public disclosure requirements
3. Foreign Investment Provisions: Required if any party is a foreign entity, addressing SAGIA requirements
4. Tax Provisions: Detailed tax treatment if complex tax implications exist
5. Multiple Closings: Required if share repurchase will occur in tranches
6. Anti-dilution Protection: Required if there are remaining shareholders needing protection
7. Competition Clearance: Required if transaction size triggers competition law requirements
1. Schedule 1 - Share Details: Details of shares being repurchased including share certificates numbers and class rights
2. Schedule 2 - Completion Requirements: Checklist of documents and actions required for completion
3. Schedule 3 - Corporate Approvals: Copies of board and shareholder resolutions approving the repurchase
4. Schedule 4 - Form of Transfer Instrument: Template for share transfer documentation compliant with Saudi requirements
5. Schedule 5 - Calculation of Purchase Price: If price includes adjustments or formula-based elements
6. Schedule 6 - Regulatory Approvals: List and copies of required regulatory approvals
7. Schedule 7 - Disclosure Letter: Seller's disclosures against warranties if applicable
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