Capital Raising Mandate Agreement Template for Australia

When your company needs to raise capital in Australia, a Capital Raising Mandate Agreement serves as the foundational document that formally appoints and governs your relationship with corporate advisors or investment banks. This agreement establishes the legal framework for managing complex capital market transactions while ensuring compliance with Australian securities law.

When do you need this document?

You need a Capital Raising Mandate Agreement when preparing for any significant fundraising activity in Australian markets. This includes initial public offerings (IPOs) where your private company seeks to list on the Australian Securities Exchange, private placements involving sophisticated or institutional investors, rights issues offering existing shareholders additional equity, or debt instrument issuances including corporate bonds or convertible securities. The agreement is also essential when engaging multiple advisors in syndicated transactions, where clear delineation of roles prevents conflicts and ensures coordinated execution. Companies planning international capital raising with Australian components also require this agreement to establish local regulatory compliance.

Key legal considerations

The agreement must clearly define the scope of services, including due diligence responsibilities, marketing activities, investor presentations, and regulatory filings. Fee structures require careful attention, particularly success fees, retainer arrangements, and expense reimbursements, as these significantly impact transaction economics. Exclusivity provisions need precise drafting to balance advisor incentives with company flexibility, while termination clauses must address various scenarios including market conditions and performance failures. Confidentiality obligations are critical given the sensitive nature of financial information shared during the mandate period. The agreement should also address liability limitations, indemnification provisions, and dispute resolution mechanisms to protect all parties' interests.

Legal requirements in Australia

Under the Corporations Act 2001, your mandate agreement must ensure compliance with continuous disclosure obligations, particularly regarding material price-sensitive information during the capital raising process. The advisor must hold appropriate Australian Financial Services Licence credentials under ASIC regulation, with the agreement reflecting these licensing requirements and conduct obligations. Takeover provisions under Chapter 6 of the Corporations Act may apply if the capital raising affects substantial shareholdings or triggers mandatory bid thresholds. The agreement must incorporate ASIC regulatory guidance on capital raising conduct, including RG 254 regarding retail investor protections and RG 228 covering prospectus requirements. Privacy Act 1988 compliance is mandatory for handling investor personal information, while Competition and Consumer Act provisions ensure fair dealing practices throughout the engagement period.