The Private Equity Subscription Agreement is a crucial document used in Malaysian private equity transactions when an investor seeks to acquire shares in a target company through primary investment. This document is essential for both domestic and foreign private equity investments in Malaysia, requiring careful consideration of local regulatory requirements, including compliance with the Companies Act 2016 and Securities Commission guidelines. The agreement typically covers share subscription terms, valuation, governance rights, investor protections, and exit mechanisms. It's particularly important in the Malaysian context where foreign investment regulations and capital market rules must be carefully navigated. The document serves as the primary contractual framework governing the relationship between the private equity investor and the target company, often incorporating specific provisions for shareholder rights and corporate governance requirements unique to the Malaysian market.
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1. Parties: Identification of the Company, the Investor(s), and any other relevant parties to the agreement
2. Background: Recitals explaining the company's business, capital structure, and purpose of the investment
3. Definitions and Interpretation: Comprehensive definitions of terms used throughout the agreement and rules of interpretation
4. Subscription and Payment: Details of shares being subscribed for, subscription price, and payment terms
5. Conditions Precedent: Conditions that must be satisfied before the investment becomes effective
6. Completion: Mechanics and requirements for closing the transaction, including timing and deliverables
7. Representations and Warranties: Statements of fact and assurances from both the Company and the Investor
8. Covenants: Ongoing obligations of the parties, including pre-closing and post-closing undertakings
9. Investment Protection Rights: Key investor protections including board representation, veto rights, and information rights
10. Confidentiality: Obligations regarding confidential information and announcements
11. Termination: Circumstances under which the agreement can be terminated and consequences
12. General Provisions: Standard boilerplate clauses including notices, amendments, governing law, and dispute resolution
1. Tag-Along Rights: Used when investors require the right to join in sales by other shareholders
2. Drag-Along Rights: Included when majority shareholders want the right to force minority shareholders to join in a sale
3. Anti-Dilution Protection: Added when investors require protection against future down rounds
4. Multiple Closing Mechanics: Included for transactions with multiple investment tranches or closings
5. ROFR and ROFO: Right of First Refusal and Right of First Offer provisions for share transfers
6. Employment Matters: Included when key employee arrangements are part of the investment terms
7. Environmental, Social and Governance (ESG) Provisions: Added when investors have specific ESG requirements
8. Exit Rights: Specific provisions regarding IPO or trade sale requirements
1. Schedule 1 - Company Information: Detailed corporate information including share capital structure and subsidiaries
2. Schedule 2 - Warranties: Detailed warranties given by the Company and/or selling shareholders
3. Schedule 3 - Conditions Precedent: Detailed list of all conditions to be satisfied before completion
4. Schedule 4 - Completion Requirements: Detailed list of documents and actions required at completion
5. Schedule 5 - Reserved Matters: List of actions requiring investor consent
6. Schedule 6 - Form of Board Resolution: Template for required corporate approvals
7. Schedule 7 - Disclosure Letter: Exceptions and qualifications to the warranties
8. Schedule 8 - Key Performance Indicators: Specific performance metrics if applicable to the investment
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