A Preference Share Subscription Agreement is commonly used when a company wishes to raise capital by issuing shares with preferential rights to dividends, capital returns, or both. Under English and Welsh law, this document is crucial for establishing the relationship between the company and preference shareholders, outlining specific rights and protections that differ from ordinary shares. The agreement typically includes detailed terms about dividend rates, payment priorities, voting rights, and redemption provisions. It's particularly relevant for companies seeking investment while maintaining existing voting control structures, and ensures compliance with the Companies Act 2006 and related regulations.
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1. Parties: Details of the Company issuing shares and the Subscriber(s)
2. Background: Context of the share issuance and company's authority to issue
3. Definitions and Interpretation: Key terms used throughout the agreement
4. Subscription: Core terms of the share subscription including number, class, and price of shares
5. Completion: Mechanics and timing of the subscription completion
6. Warranties: Standard warranties from both company and subscriber
7. Notices: Process for serving notices under the agreement
8. Governing Law and Jurisdiction: Confirmation of English law and courts' jurisdiction
1. Conditions Precedent: Pre-completion conditions - used when completion is conditional on certain events or approvals
2. Anti-dilution Rights: Protection against future share issues - typically included when requested by sophisticated investors
3. Tag-along Rights: Right to join in sale of shares - commonly used in minority investment scenarios
4. Information Rights: Rights to receive company information - typically included for significant preference shareholders
1. Schedule 1 - Share Rights: Detailed terms of the preference shares including dividend rights, voting rights, and capital rights
2. Schedule 2 - Warranties: Detailed company and subscriber warranties
3. Schedule 3 - Completion Requirements: List of documents and actions required at completion
4. Schedule 4 - Form of Share Certificate: Template share certificate
5. Schedule 5 - Board Resolutions: Form of board resolutions approving the share issue
Relevant legal definitions
Articles
Board
Business Day
Companies Act
Completion
Completion Date
Conditions Precedent
Confidential Information
Directors
Encumbrance
Existing Shareholders
Group
Listing Rules
Long Stop Date
Material Adverse Change
Ordinary Shares
Preference Dividend
Preference Shares
Preference Share Certificate
Purchase Price
Regulatory Authority
Resolutions
Share Capital
Shareholders' Agreement
Subscription
Subscription Amount
Subscription Price
Subscriber
Subsidiary
Tax
Transaction Documents
Warranties
Anti-dilution Rights
Change of Control
Dividend Rights
Exit
IPO
Liquidation Preference
Management Accounts
Permitted Transferee
Qualified IPO
Redemption Date
Redemption Notice
Tag-along Rights
Trigger Event
Board
Business Day
Companies Act
Completion
Completion Date
Conditions Precedent
Confidential Information
Directors
Encumbrance
Existing Shareholders
Group
Listing Rules
Long Stop Date
Material Adverse Change
Ordinary Shares
Preference Dividend
Preference Shares
Preference Share Certificate
Purchase Price
Regulatory Authority
Resolutions
Share Capital
Shareholders' Agreement
Subscription
Subscription Amount
Subscription Price
Subscriber
Subsidiary
Tax
Transaction Documents
Warranties
Anti-dilution Rights
Change of Control
Dividend Rights
Exit
IPO
Liquidation Preference
Management Accounts
Permitted Transferee
Qualified IPO
Redemption Date
Redemption Notice
Tag-along Rights
Trigger Event
Clauses
Subscription of Shares
Completion
Conditions Precedent
Payment Terms
Warranties and Representations
Share Rights
Dividend Rights
Voting Rights
Redemption Rights
Anti-dilution Protection
Pre-emption Rights
Tag-along Rights
Drag-along Rights
Information Rights
Board Appointment Rights
Confidentiality
Assignment
Notices
Further Assurance
Costs
Variation
Waiver
Entire Agreement
Severability
Counterparts
Third Party Rights
Governing Law
Jurisdiction
Exit Provisions
IPO Rights
Conversion Rights
Non-competition
Management Provisions
Put and Call Options
Transfer Restrictions
Most Favored Nation
Co-sale Rights
Registration Rights
Completion
Conditions Precedent
Payment Terms
Warranties and Representations
Share Rights
Dividend Rights
Voting Rights
Redemption Rights
Anti-dilution Protection
Pre-emption Rights
Tag-along Rights
Drag-along Rights
Information Rights
Board Appointment Rights
Confidentiality
Assignment
Notices
Further Assurance
Costs
Variation
Waiver
Entire Agreement
Severability
Counterparts
Third Party Rights
Governing Law
Jurisdiction
Exit Provisions
IPO Rights
Conversion Rights
Non-competition
Management Provisions
Put and Call Options
Transfer Restrictions
Most Favored Nation
Co-sale Rights
Registration Rights
Relevant Industries
Relevant Teams
Relevant Roles
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