Subscription Agreement Private Placement Template for Saudi Arabia

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Key Requirements PROMPT example:

Subscription Agreement Private Placement

"I need a Subscription Agreement Private Placement for a Saudi technology startup raising 10 million SAR from a qualified institutional investor, with Shariah-compliant terms and board representation rights, to be completed by March 2025."

Document background

The Subscription Agreement Private Placement is a crucial document used in Saudi Arabian private capital markets for companies seeking to raise capital through private offerings of securities. It is specifically designed to comply with Saudi Arabia's Capital Market Authority (CMA) regulations and the Rules on the Offer of Securities and Continuing Obligations (OSCO). This document is typically used when companies wish to offer securities to sophisticated investors without undertaking a public offering. It includes essential provisions for regulatory compliance, investor qualifications, investment terms, risk disclosures, and anti-money laundering requirements. The agreement can be adapted for various types of securities offerings and may include Shariah-compliant structures when required. It serves as both a legal record of the investment and a compliance tool ensuring adherence to Saudi Arabian securities regulations.

Suggested Sections

1. Parties: Identification of the Issuer/Company and the Subscriber/Investor

2. Background: Context of the private placement, including basic information about the offering

3. Definitions: Key terms used throughout the agreement, including regulatory definitions as per Saudi law

4. Subscription and Payment: Details of the securities being subscribed for, price, and payment terms

5. Closing Conditions: Conditions precedent to completing the subscription, including regulatory approvals

6. Subscriber Representations and Warranties: Investor's confirmations regarding their status, eligibility, and compliance with Saudi regulations

7. Issuer Representations and Warranties: Company's confirmations regarding its status, authority, and compliance with Saudi law

8. Anti-Money Laundering Provisions: Compliance with Saudi AML regulations and required declarations

9. Risk Disclosures: Mandatory risk warnings and disclosures as required by CMA regulations

10. Confidentiality: Provisions regarding the confidential treatment of offering information

11. Notices: Communication procedures between parties

12. Governing Law and Jurisdiction: Confirmation of Saudi law governance and dispute resolution procedures

13. General Provisions: Standard boilerplate clauses including amendments, assignments, and severability

Optional Sections

1. Foreign Investment Provisions: Required when the subscriber is a foreign investor, addressing SAMA and CMA foreign investment requirements

2. Shariah Compliance: Required when the offering is structured to be Shariah-compliant, including relevant certifications and undertakings

3. Lock-up Provisions: Optional restrictions on transfer of subscribed securities for a specified period

4. Tag-Along Rights: Optional provisions giving the subscriber right to participate in future sales

5. Board Representation: Optional provisions for subscriber's right to board representation based on subscription size

6. Additional Securities: Optional provisions regarding future rounds of funding or additional security issuances

Suggested Schedules

1. Subscription Details: Schedule specifying the number and class of securities, price, and payment details

2. Investor Questionnaire: Required questionnaire confirming investor's qualification under Saudi private placement rules

3. Risk Factors: Detailed description of investment risks as required by CMA regulations

4. Company Information: Key information about the issuing company including corporate documents

5. KYC Documentation Requirements: List of required identity and verification documents

6. Form of Board Resolution: Template for corporate approval of the subscription

7. Shariah Compliance Certificate: If applicable, certification of Shariah compliance from approved scholars

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 | Serial Founder & Legal AI Author

alex.den.21@genieai.co

Relevant legal definitions

Clauses

Relevant Industries

Financial Services

Investment Banking

Private Equity

Technology

Real Estate

Healthcare

Manufacturing

Energy

Infrastructure

Telecommunications

Professional Services

Islamic Finance

Relevant Teams

Legal

Compliance

Finance

Corporate Development

Investment

Risk Management

Corporate Secretariat

Treasury

Executive Management

Board of Directors

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Compliance Officer

Investment Manager

Legal Director

Corporate Secretary

Finance Director

Investment Banker

Private Equity Manager

Fund Manager

Corporate Lawyer

Financial Controller

Risk Manager

Company Director

Board Member

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Let's create your Subscription Agreement Private Placement

Authors

Alex Denne

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