Standby Equity Distribution Agreement Template for Belgium

The Standby Equity Distribution Agreement (SEDA) is a strategic financing instrument used in the Belgian market when companies seek flexible access to equity capital without the immediate dilution effect of a traditional equity placement. This document is particularly relevant for listed companies requiring periodic capital injections to fund growth, working capital, or specific projects. The agreement must comply with Belgian Companies and Associations Code, FSMA regulations, and EU financial markets legislation. It typically includes detailed mechanisms for share issuance, pricing calculations based on market values, and various protective provisions for both the issuer and investor. The document's structure reflects Belgian market practice while incorporating international financial standards, making it suitable for both domestic and cross-border transactions.

1. Parties: Identification of the issuing company and the investor, including registration details and addresses

2. Background: Context of the agreement, including company's listing status and purpose of the SEDA

3. Definitions: Detailed definitions of key terms used throughout the agreement

4. Facility and Commitment: Core terms of the equity distribution arrangement, including total commitment amount and duration

5. Drawdown Mechanics: Detailed procedures for initiating and executing drawdowns, including pricing mechanisms

6. Conditions Precedent: Prerequisites that must be satisfied before the agreement becomes effective

7. Representations and Warranties: Statements of fact and assurances from both parties

8. Company Undertakings: Ongoing obligations of the company during the agreement term

9. Investor Undertakings: Ongoing obligations of the investor during the agreement term

10. Fees and Costs: Financial terms including commitment fees, transaction costs, and other charges

11. Events of Default: Circumstances constituting default and consequences thereof

12. Termination: Conditions and procedures for ending the agreement

13. Confidentiality: Provisions regarding treatment of confidential information

14. Notices: Communication procedures between parties

15. Governing Law and Jurisdiction: Specification of Belgian law as governing law and jurisdiction for disputes