Convertible Equity Term Sheet Template for England and Wales

A Convertible Equity Term Sheet under English and Welsh law is a preliminary document outlining the key terms and conditions for an investment that will convert into equity at a future date. It serves as a framework for negotiation and subsequent definitive agreements, typically used in early-stage funding rounds. The document details conversion mechanisms, valuation caps, discount rates, and investor rights while adhering to UK company law and financial regulations.

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What is a Convertible Equity Term Sheet?

The Convertible Equity Term Sheet is commonly used in early-stage funding scenarios where determining a company's immediate valuation is challenging. Under English and Welsh law, this document provides a foundation for investment that converts to equity upon triggering events, typically a qualified funding round or exit. It offers investors potential upside through discount rates and valuation caps while providing companies with immediate capital without complex equity negotiations. The document includes essential terms such as investment amount, conversion mechanics, investor rights, and protection provisions.

What sections should be included in a Convertible Equity Term Sheet?

1. Introduction: Company information and current capitalization details

2. Investment Amount: Details of the proposed investment and valuation terms

3. Conversion Rights: Terms and conditions for equity conversion, including trigger events

4. Valuation Cap: Maximum valuation for conversion purposes and calculation methodology

5. Discount Rate: Specified discount on conversion price relative to qualifying round

What sections are optional to include in a Convertible Equity Term Sheet?

1. Pro-rata Rights: Right to participate in future funding rounds, typically included for larger investors

2. Information Rights: Investor's rights to company information and financial reports, recommended for investments above certain threshold

3. Board Rights: Observer or voting rights on the board, typically included for strategic or lead investors

4. Most Favored Nation: Protection ensuring investor receives best terms offered to other investors, optional for sophisticated investors

What schedules should be included in a Convertible Equity Term Sheet?

1. Schedule 1 - Cap Table: Current shareholding structure and ownership breakdown

2. Schedule 2 - Key Terms Definition: Detailed definitions of technical terms used in the term sheet

3. Schedule 3 - Conversion Mechanics: Detailed explanation of conversion calculations and examples

4. Schedule 4 - Company Information: Key company details including registration information and current directors

Authors

Alex Denne

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

Jurisdiction

England and Wales

Publisher

Genie AI

Cost

Free to use

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