A Convertible Bond Subscription Agreement is a sophisticated financing instrument used when companies seek to raise capital while offering investors the flexibility to convert their investment into equity. This document is particularly relevant in the Australian market for growth-stage companies, scale-ups, and established businesses looking for alternative funding sources. The agreement must comply with Australian securities laws, particularly the Corporations Act 2001 (Cth) and ASIC regulations, and typically includes detailed provisions on subscription mechanics, conversion rights, company obligations, and investor protections. It's commonly used in situations where companies want to defer equity dilution while offering investors potential upside through future equity participation. The document serves as both a debt instrument and a pathway to equity ownership, making it attractive for both companies and sophisticated investors.
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1. Parties: Identification of the issuing company and the subscriber(s)
2. Background: Context of the bond issuance, company's business, and purpose of the fundraising
3. Definitions and Interpretation: Key terms used throughout the agreement, including financial, technical, and legal definitions
4. Subscription and Issue: Terms of subscription, payment mechanics, and conditions precedent to issue
5. Bond Terms: Key terms including principal amount, interest rate, maturity date, and repayment provisions
6. Conversion Rights: Conversion mechanism, timing, price/ratio, and resulting shares' rights
7. Company Representations and Warranties: Standard and specific warranties regarding the company, its business, and the bonds
8. Subscriber Representations and Warranties: Warranties regarding the subscriber's capacity, sophistication, and compliance
9. Covenants: Ongoing obligations of the company, including financial covenants and reporting requirements
10. Events of Default: Circumstances constituting default and consequences
11. Transferability: Provisions regarding transfer restrictions and procedures
12. Notices: Communication procedures between parties
13. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and amendments
1. Security: Details of any security provided for the bonds - include if bonds are secured
2. Guarantee: Terms of any guarantee provided - include if there are guarantors
3. Tag-Along Rights: Rights of bondholders to participate in sale of company - include for minority protection
4. Anti-Dilution Provisions: Protection against dilution of conversion rights - include if requested by sophisticated investors
5. Information Rights: Additional reporting obligations - include for significant investments
6. Board Observer Rights: Rights to appoint board observer - include for strategic investors
7. Pre-emptive Rights: Rights on future fundraising - include if negotiated by investors
8. Regulatory Compliance: Specific compliance provisions - include if dealing with regulated industries or foreign investors
1. Bond Certificate Form: Template for the physical or electronic bond certificate
2. Conversion Notice Form: Template notice for exercising conversion rights
3. Calculation Methods: Detailed procedures for calculating conversion price, interest, and adjustments
4. Company Information: Key corporate details, capital structure, and existing securities
5. Conditions Precedent: List of conditions to be satisfied before bond issuance
6. Warranties: Detailed warranties of the company and/or subscribers
7. Security Documents: If applicable, security documentation and registration requirements
8. Deed of Adherence: Template for new subscribers in case of transferable bonds
Relevant legal definitions
Acceleration Event
Affiliate
Applicable Law
ASIC
ASX
Authorisation
Board
Bond Certificate
Bondholder
Business Day
Change of Control
Company
Completion
Completion Date
Conditions Precedent
Confidential Information
Constitution
Conversion
Conversion Date
Conversion Notice
Conversion Period
Conversion Price
Conversion Rights
Conversion Shares
Corporations Act
Default Event
Default Interest Rate
Defaulting Party
Directors
Disclosure Documents
Dispose
Dollars
Encumbrance
Event of Default
Excluded Issue
Exercise Notice
Financial Indebtedness
Financial Year
Force Majeure Event
Government Agency
GST
Guarantee
Initial Public Offering
Insolvency Event
Interest Payment Date
Interest Period
Interest Rate
Issue Date
Issue Price
Issuer
Maturity Date
Material Adverse Change
New Securities
Notice
Ordinary Shares
Party/Parties
Permitted Security Interest
Principal Amount
Redemption
Redemption Date
Redemption Notice
Related Body Corporate
Relevant Interest
Security
Security Interest
Share Capital
Shareholder
Shares
Subscriber
Subscription Amount
Subscription Price
Subsidiary
Tax
Transaction Documents
Warranties
Affiliate
Applicable Law
ASIC
ASX
Authorisation
Board
Bond Certificate
Bondholder
Business Day
Change of Control
Company
Completion
Completion Date
Conditions Precedent
Confidential Information
Constitution
Conversion
Conversion Date
Conversion Notice
Conversion Period
Conversion Price
Conversion Rights
Conversion Shares
Corporations Act
Default Event
Default Interest Rate
Defaulting Party
Directors
Disclosure Documents
Dispose
Dollars
Encumbrance
Event of Default
Excluded Issue
Exercise Notice
Financial Indebtedness
Financial Year
Force Majeure Event
Government Agency
GST
Guarantee
Initial Public Offering
Insolvency Event
Interest Payment Date
Interest Period
Interest Rate
Issue Date
Issue Price
Issuer
Maturity Date
Material Adverse Change
New Securities
Notice
Ordinary Shares
Party/Parties
Permitted Security Interest
Principal Amount
Redemption
Redemption Date
Redemption Notice
Related Body Corporate
Relevant Interest
Security
Security Interest
Share Capital
Shareholder
Shares
Subscriber
Subscription Amount
Subscription Price
Subsidiary
Tax
Transaction Documents
Warranties
Clauses
Subscription Terms
Payment Obligations
Bond Terms
Interest
Conversion Rights
Repayment
Redemption
Security
Representations and Warranties
Covenants
Events of Default
Acceleration
Anti-dilution
Tag-along Rights
Pre-emptive Rights
Information Rights
Board Rights
Transferability
Confidentiality
Assignment
Force Majeure
Termination
Indemnification
Regulatory Compliance
Notices
Amendment
Waiver
Severability
Entire Agreement
Governing Law
Jurisdiction
Dispute Resolution
Costs and Expenses
GST
Time of Essence
Further Assurance
Counterparts
Payment Obligations
Bond Terms
Interest
Conversion Rights
Repayment
Redemption
Security
Representations and Warranties
Covenants
Events of Default
Acceleration
Anti-dilution
Tag-along Rights
Pre-emptive Rights
Information Rights
Board Rights
Transferability
Confidentiality
Assignment
Force Majeure
Termination
Indemnification
Regulatory Compliance
Notices
Amendment
Waiver
Severability
Entire Agreement
Governing Law
Jurisdiction
Dispute Resolution
Costs and Expenses
GST
Time of Essence
Further Assurance
Counterparts
Relevant Industries
Technology
Mining and Resources
Renewable Energy
Financial Services
Healthcare and Biotech
Real Estate
Infrastructure
Manufacturing
E-commerce
Software and IT
Telecommunications
Clean Technology
Relevant Teams
Legal
Finance
Treasury
Corporate Development
Compliance
Company Secretariat
Board of Directors
Executive Management
Investment
Risk Management
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Corporate Counsel
Legal Counsel
Investment Manager
Finance Director
Company Secretary
Treasury Manager
Corporate Development Manager
Investment Banker
Financial Controller
Compliance Officer
Board Director
Managing Director
General Counsel
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