Subscription Agreement Private Placement for the United Kingdom

Subscription Agreement Private Placement Template for England and Wales

A Subscription Agreement Private Placement is a legal document governed by English and Welsh law that sets out the terms and conditions under which investors subscribe for securities in a private offering. The agreement details the number and class of shares being issued, the subscription price, completion mechanics, and various warranties and representations. It's particularly used for raising capital without a public offering, ensuring compliance with UK financial services regulations and private placement exemptions.

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What is a Subscription Agreement Private Placement?

The Subscription Agreement Private Placement is a crucial document in private capital raising, used when companies seek to issue securities to a select group of investors without a public offering. Under English and Welsh law, this agreement ensures compliance with Financial Services and Markets Act 2000 and relevant FCA regulations while documenting the specific terms of investment, investor rights, and company obligations. It's particularly valuable for companies seeking to raise capital efficiently while maintaining control over their investor base and avoiding the complexities of a public offering.

What sections should be included in a Subscription Agreement Private Placement?

1. Parties: Identification of the company issuing shares and the subscriber(s)

2. Background: Context of the private placement and basic transaction structure

3. Definitions: Key terms used throughout the agreement

4. Subscription: Details of shares being subscribed for, price, and payment terms

5. Completion: Timing and mechanics of completion, including conditions precedent

6. Warranties: Standard subscriber warranties regarding capacity and authority

7. Notices: Process for serving notices under the agreement

8. Governing Law and Jurisdiction: Confirmation of English law and jurisdiction

What sections are optional to include in a Subscription Agreement Private Placement?

1. Company Warranties: Additional warranties given by the company about its business and affairs - used when subscriber requires additional comfort about company status

2. Lock-up Provisions: Restrictions on transfer of subscribed shares - used when company wants to ensure subscriber commitment for specific period

3. Tag-along Rights: Rights to participate in future share sales - used when protecting minority shareholders

4. Pre-emption Rights: Rights of first refusal on future share issues - used when subscribers want protection against dilution

What schedules should be included in a Subscription Agreement Private Placement?

1. Schedule 1 - Subscription Details: Detailed breakdown of shares, price, and payment terms

2. Schedule 2 - Form of Completion Certificate: Template certificate confirming completion requirements met

3. Schedule 3 - Company Warranties: Detailed warranties if applicable

4. Schedule 4 - Shareholder Rights: Detailed description of any special rights attached to shares

5. Schedule 5 - Company Information: Key company details including capitalization table

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Alex Denne

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

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What is a Subscription Agreement Private Placement?

What sections should be included in a Subscription Agreement Private Placement?

What sections are optional to include in a Subscription Agreement Private Placement?

What schedules should be included in a Subscription Agreement Private Placement?

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