Convertible Promissory Note Purchase Agreement Template for England and Wales

A Convertible Promissory Note Purchase Agreement is a financing document that allows you to raise capital through debt that can later convert into company shares. This hybrid instrument provides flexibility for both companies seeking funding and investors wanting future equity participation without requiring an immediate company valuation.

When do you need this document?

You typically need this agreement when your company requires quick access to capital but isn't ready for a full equity financing round. It's particularly valuable during bridge financing scenarios where you need funds to reach specific milestones before a Series A round. Startups often use convertible notes when they need working capital to extend their runway, complete product development, or achieve revenue targets that will support higher valuations in future rounds. This document is also essential when you want to bring in strategic investors who prefer the downside protection of debt with upside equity participation.

Key legal considerations

Your agreement must clearly define conversion triggers, typically including qualified financing rounds above certain thresholds or maturity date conversions. You need to specify interest rates, discount rates for early investors, and valuation caps that protect investor interests. The document should address what happens if conversion triggers aren't met by maturity, including repayment terms and potential default consequences. You must also consider anti-dilution provisions, voting rights of noteholders, and information rights that investors may require. Pay careful attention to security interests, subordination to other debt, and how the notes rank in liquidation scenarios.

Legal requirements in England and Wales

Under the Financial Services and Markets Act 2000, you must determine whether your convertible notes constitute transferable securities requiring FCA authorization or if they qualify for exemptions under the Regulated Activities Order 2001. The Companies Act 2006 governs how these instruments interact with your share capital structure and requires proper board resolutions authorizing the note issuance. You need to ensure compliance with the Company Securities (Insider Dealing) Act 1985 if any parties have material non-public information. Your company must maintain proper records of noteholders and ensure any future share issuances upon conversion comply with pre-emption rights under the Companies Act. Additionally, you should consider whether the notes trigger any disclosure requirements under financial services regulations, particularly if your company operates in regulated sectors.