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Share Buyback Agreement Template for Singapore

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Key Requirements PROMPT example:

Share Buyback Agreement

"Need a Share Buyback Agreement for our private Singapore company to repurchase 15% of outstanding shares from three minority shareholders, with completion scheduled for March 2025 and payment in two installments."

Document background
A Share Buyback Agreement is utilized when a Singapore company wishes to repurchase its own shares from existing shareholders. This document is crucial for corporate restructuring, capital management, or shareholder exit scenarios. The agreement must comply with Singapore's Companies Act 1967, which limits buybacks to 20% of shares in any financial year and requires director solvency statements. For listed companies, SGX regulations impose additional requirements regarding equal treatment, disclosure, and market conduct. The document typically includes purchase terms, warranties, conditions precedent, and completion mechanics.
Suggested Sections

1. Parties: Identification of the company and selling shareholders

2. Background: Context of the share buyback and company information

3. Definitions: Key terms used throughout the agreement

4. Purchase and Sale: Core terms of the share buyback including price and number of shares

5. Completion: Timing and mechanics of the buyback transaction

6. Representations and Warranties: Standard warranties from both parties

7. Conditions Precedent: Requirements to be met before completion

8. Governing Law: Jurisdiction and applicable law

Optional Sections

1. Regulatory Compliance: Required for listed companies or when specific regulatory approvals needed

2. Tax Provisions: Include when specific tax treatment or arrangements are required

3. Whitewash Provisions: Required when takeover implications need to be addressed

4. Restrictive Covenants: Include when selling shareholders need to be bound by non-compete provisions

Suggested Schedules

1. Share Details: Details of shares being bought back including class and rights

2. Completion Requirements: List of documents and actions required at completion

3. Form of Solvency Statement: Required format for director's solvency statement

4. Shareholder Resolutions: Required corporate approvals

5. Transfer Instruments: Share transfer forms and other required documentation

Authors

Alex Denne

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

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Industries

Companies Act 1967: Primary legislation governing share buybacks in Singapore (Sections 76A to 76K). Covers solvency statements, permitted modes of buybacks, 20% annual limit, and treasury shares regulations.

Securities and Futures Act 2001: Regulates market conduct including prevention of market manipulation and insider trading, ensures proper disclosure requirements, and mandates equal treatment of shareholders in buyback transactions.

SGX Listing Rules: For listed companies: includes Listing Manual Section 881, specific disclosure obligations, reporting requirements, and equal access rules for all shareholders.

Singapore Code on Take-overs and Mergers: Addresses implications of share buybacks on takeover obligations and related whitewash provisions where applicable.

Income Tax Act: Covers tax implications of share buybacks including potential stamp duty considerations and tax treatment of proceeds.

Competition Act: Relevant when share buybacks could potentially affect market competition or create market concentration issues.

Code of Corporate Governance: Provides guidelines on corporate governance requirements, including internal company constitution compliance and shareholder approval procedures for buybacks.

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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