The Stock Repurchase Agreement is a crucial document used when a South African company wishes to buy back its own shares from existing shareholders. This transaction type is governed primarily by the Companies Act 71 of 2008 and requires careful consideration of corporate law requirements, tax implications, and regulatory compliance. The agreement is commonly used for various purposes including capital structure optimization, exit of shareholders, or implementation of employee share schemes. It must address key elements such as purchase price, payment terms, conditions precedent, and statutory compliance requirements. For listed companies, additional considerations include JSE Listings Requirements and potentially Takeover Regulation Panel oversight. The document must particularly ensure compliance with Sections 46 and 48 of the Companies Act regarding distribution requirements and share repurchase provisions.
Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.
Your data doesn't train Genie's AI
You keep IP ownership聽of your docs
1. Parties: Identification of the Company and the Selling Shareholder(s)
2. Background: Context of the agreement, including current shareholding and reason for repurchase
3. Definitions and Interpretation: Definitions of key terms and interpretation rules
4. Sale and Repurchase: Core terms of the share repurchase, including number of shares and price
5. Purchase Price: Details of the purchase consideration and payment mechanisms
6. Conditions Precedent: Required approvals and conditions that must be met before the repurchase becomes effective
7. Completion: Mechanics and timing of the closing process
8. Representations and Warranties: Standard and specific warranties from both parties
9. Company's Solvency and Liquidity: Confirmations regarding Section 46 Companies Act requirements
10. Tax Matters: Treatment of tax implications and responsibilities
11. Confidentiality: Obligations regarding confidential information
12. Notices: Communication procedures between parties
13. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, etc.
1. Regulatory Compliance: For listed companies, includes JSE and TRP compliance requirements
2. Exchange Control: Required when foreign shareholders are involved
3. Competition Law Compliance: Required for large transactions requiring competition authority approval
4. Shareholder Approval Process: Details of required shareholder approvals for substantial repurchases
5. Security and Guarantees: If payment is deferred or secured
6. Break Fee: For complex transactions where abort costs need to be addressed
7. Directors' Confirmations: Specific confirmations regarding compliance with Companies Act requirements
1. Share Details: Details of shares being repurchased including share certificates
2. Purchase Price Calculation: Method and calculations for determining the purchase price
3. Completion Requirements: List of documents and actions required at completion
4. Corporate Approvals: Copies of board resolutions and other corporate approvals
5. Warranties: Detailed warranties if extensive
6. Pro Forma Financial Information: If required to show effect on company's financial position
7. Tax Calculations: Details of tax implications and calculations
Find the exact document you need
Real Estate Security Agreement
A South African law-governed agreement establishing security rights over real property as collateral for specified obligations.
Download
Stock Broker Agreement
A South African law-governed agreement between a licensed stock broker and client establishing terms for securities trading and related services, ensuring compliance with local financial regulations.
Download
Private Security Agreement
South African private security services agreement establishing terms, conditions, and compliance requirements under local security industry regulations.
Download
Cybersecurity Agreement
South African law-governed agreement establishing cybersecurity services framework and compliance with POPIA and Cybercrimes Act requirements.
Download
Collateral Agreement
A South African law-governed agreement establishing security interests over assets to secure obligations, detailing creation, maintenance, and enforcement of security rights.
Download
Security Interest Agreement
A South African law-governed agreement creating security interests over assets to secure obligations, establishing rights and enforcement mechanisms under local security laws.
Download
Stock Pledge And Security Agreement
A South African law-governed agreement creating security over shares or securities as collateral for financial obligations.
Download
Loan Against Shares Agreement
A South African law-governed agreement for lending money against shares as collateral, detailing loan terms and security arrangements.
Download
Note And Warrant Purchase Agreement
A South African law-governed agreement for the issuance and purchase of convertible notes and warrants, combining debt financing with equity participation rights.
Download
Data Protection Agreement
A South African law-governed agreement establishing terms for personal information processing between a responsible party and operator under POPIA.
Download
Membership Interest Pledge Agreement
A South African law-governed agreement creating a pledge over membership interests in a company as security for obligations.
Download
Irrevocable Pledge Agreement
A South African law-governed agreement creating an irrevocable pledge over assets as security for obligations, establishing rights and enforcement mechanisms for the secured party.
Download
Lease Security Agreement
A South African law-governed agreement establishing terms and conditions for lease security deposits, ensuring compliance with local rental housing legislation and protecting both landlord and tenant interests.
Download
Guaranty And Security Agreement
A South African law-governed agreement combining guarantee obligations with security arrangements to secure third-party obligations through both personal undertakings and asset security.
Download
Equipment Security Agreement
A South African law-governed agreement creating security interests over equipment assets, establishing rights and obligations between secured party and equipment owner.
Download
Auto Loan Security Agreement
A South African law-governed agreement creating a security interest in a financed vehicle, establishing loan terms and security arrangements in compliance with local credit legislation.
Download
Personal Security Agreement
A South African law-governed agreement establishing terms and conditions for personal security services, including protection scope, operational procedures, and compliance requirements.
Download
Information Security Agreement
A South African law-governed agreement establishing information security requirements and POPIA compliance measures between parties.
Download
Confidentiality And Security Agreement
South African Confidentiality and Security Agreement incorporating POPIA compliance requirements and comprehensive information protection measures.
Download
Business Security Agreement
A South African law-governed agreement establishing security interests over business assets, detailing the rights and obligations of security providers and holders.
Download
Security Deposit Contract
A South African law-governed agreement establishing terms for handling a security deposit between landlord and tenant, including payment, holding, and return conditions.
Download
Third Party Collateral Agreement
A South African law-governed agreement where a third party provides collateral to secure another party's debt obligations.
Download
Deposit Pledge Agreement
A South African law-governed agreement creating a security interest over a cash deposit as collateral for specified obligations.
Download
Bank Account Pledge Agreement
South African law-governed agreement creating a pledge over bank accounts as security for obligations, including rights to account balances and enforcement mechanisms.
Download
Inventory Security Agreement
A South African law-governed agreement creating security interests over inventory assets, establishing rights and obligations between a grantor and secured party.
Download
Reinsurance Security Agreement
A South African law-governed agreement establishing security arrangements between reinsurer and cedent, detailing collateral requirements and enforcement rights under local insurance regulations.
Download
Third Party Pledge Agreement
A South African law-governed agreement where a third party pledges assets as security for another party's obligations.
Download
Commercial Security Agreement
A South African law-governed agreement creating security interests over assets to secure commercial obligations, compliant with local security and property law requirements.
Download
Collateral Security Agreement
A South African law-governed agreement creating security interests over assets to secure specified obligations, establishing rights and enforcement mechanisms for secured parties.
Download
Stock Issuance Agreement
A South African law-governed agreement detailing the terms and conditions for issuing new company shares to subscribers, including share details, price, and party obligations.
Download
Share Security Agreement
A South African law-governed agreement creating security over shares, establishing rights and enforcement mechanisms for the security provider and recipient.
Download
Promissory Note And Security Agreement
A South African law-governed document combining a promise to pay with security arrangements, establishing both debt obligations and collateral rights.
Download
Collateral Access Agreement
A South African law-governed agreement establishing rights and procedures for accessing and controlling collateral held by a security agent.
Download
Convertible Note Agreement
A South African law-governed agreement for convertible debt investment that can transform into equity shares under specified conditions.
Download
Property Collateral Agreement
A South African law-governed agreement creating security interests over property assets as collateral for financial obligations.
Download
Pledge And Security Agreement
A South African law-governed agreement creating a security interest in specified assets to secure the performance of obligations, detailing pledge arrangements and enforcement rights.
Download
Master Repurchase Agreement
A South African law-governed master agreement establishing terms for repurchase transactions between parties, including pricing, margin requirements, and risk management procedures.
Download
Cross Collateral Agreement
A South African law-governed agreement establishing cross-collateralization of multiple assets as security for various credit facilities.
Download
Asset Pledge Agreement
A South African law-governed agreement establishing a pledge over assets as security for obligations, compliant with local security and property law requirements.
Download
Intercreditor Agreement
A South African law-governed agreement establishing priorities and relationships between multiple creditors in a financing arrangement.
Download
骋别苍颈别鈥檚 Security Promise
Genie is the safest place to draft. Here鈥檚 how we prioritise your privacy and security.
Your documents are private:
We do not train on your data; 骋别苍颈别鈥檚 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