A Share Swap Agreement is a critical financial instrument used when parties wish to exchange the economic exposure of different share portfolios without transferring actual ownership. This document is particularly relevant in Malta's financial services sector, where it must comply with both local financial services laws and EU regulations. The agreement is typically used by financial institutions, investment firms, and corporate entities for portfolio diversification, risk management, or strategic investment purposes. It contains detailed provisions for calculating and exchanging payments based on share performance, handling corporate actions, managing counterparty risk, and ensuring regulatory compliance. The document includes specific requirements under Maltese law regarding financial instruments and derivatives trading, making it suitable for both domestic and cross-border transactions within the EU framework.
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1. Parties: Identification of the parties entering into the share swap agreement
2. Background: Context of the transaction and purpose of the share swap arrangement
3. Definitions and Interpretation: Detailed definitions of terms used throughout the agreement and interpretation rules
4. Swap Structure and Mechanics: Core provisions detailing the swap arrangement, including calculation periods, payment dates, and swap mechanics
5. Calculation and Valuation: Methods for calculating payments, dividends, and other adjustments
6. Payment Obligations: Terms governing the timing and mechanism of payments between parties
7. Representations and Warranties: Standard and specific representations made by each party
8. Regulatory Compliance: Provisions ensuring compliance with Maltese financial services laws and regulations
9. Events of Default: Circumstances constituting default and consequences thereof
10. Early Termination: Provisions for early termination and related calculations
11. Tax Provisions: Treatment of taxes, including withholding obligations and gross-up provisions
12. Governing Law and Jurisdiction: Specification of Maltese law as governing law and jurisdiction for disputes
13. Notices: Process for formal communications between parties
14. Miscellaneous: Standard boilerplate provisions including severability, entire agreement, and amendments
1. Currency Provisions: Required when the swap involves multiple currencies, detailing conversion rates and processes
2. Third-Party Guarantees: Include when there are guarantors securing the obligations of either party
3. Physical Settlement Terms: Required when physical settlement of shares is permitted as an alternative to cash settlement
4. Voting Rights: Include when there are specific arrangements regarding the exercise of voting rights during the swap period
5. Credit Support Arrangements: Required when collateral or margin requirements are part of the agreement
6. Market Disruption: Include detailed provisions for handling market disruption events
7. Break Clauses: Optional provisions allowing parties to terminate the swap at predetermined points
8. Transfer Restrictions: Required when there are specific limitations on transferring rights under the agreement
1. Schedule 1 - Calculation Methods: Detailed mathematical formulae and calculation methodologies for swap payments
2. Schedule 2 - Share Details: Specification of the shares subject to the swap, including ISIN numbers and relevant exchanges
3. Schedule 3 - Payment Dates and Periods: Calendar of payment dates, calculation periods, and business day conventions
4. Schedule 4 - Initial Exchange and Notional Amounts: Details of any initial exchange and the notional amounts for the swap
5. Schedule 5 - Form of Confirmation: Template for trade confirmations under the agreement
6. Appendix A - Standard Settlement Instructions: Banking and settlement details for both parties
7. Appendix B - Tax Forms: Required tax documentation and forms
8. Appendix C - Agreed Pricing Sources: List of agreed sources for price determination and market quotations
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