Term Sheet For Investors Template for Malaysia

A comprehensive investment framework document governed by Malaysian law that outlines the key terms and conditions for a proposed investment in a company. This document serves as a preliminary agreement between investors and the target company, detailing crucial aspects such as investment amount, valuation, share class rights, governance structure, and investor protections. It incorporates specific requirements under Malaysian securities laws and regulations, including compliance with the Capital Markets and Services Act 2007 and relevant Securities Commission guidelines.

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What is a Term Sheet For Investors?

The Term Sheet For Investors is a crucial document in Malaysian investment transactions that serves as a foundation for subsequent detailed investment agreements. It is typically used when companies are seeking external investment, whether from venture capital firms, private equity investors, or strategic partners. The document needs to comply with Malaysian regulatory requirements, including those set by the Securities Commission Malaysia and provisions of the Companies Act 2016. It contains essential information about investment structure, company valuation, investor rights, governance mechanisms, and exit provisions. This document is particularly important in the Malaysian context as it needs to balance international investment practices with local regulatory requirements, including any specific provisions for foreign investors or Shariah-compliant investments where applicable.

What sections should be included in a Term Sheet For Investors?

1. Parties: Identification of the company and investor(s), including complete legal names and registration details

2. Background: Brief description of the company, purpose of investment, and current capitalization

3. Definitions: Key terms used throughout the term sheet

4. Investment Amount: Total investment size and tranches if applicable

5. Valuation: Pre-money and post-money valuation of the company

6. Investment Instrument: Type of securities being issued (e.g., preferred shares, convertible notes)

7. Key Terms of Securities: Rights, preferences, and privileges attached to the investment instruments

8. Board Composition: Structure and composition of the board of directors post-investment

9. Reserved Matters: Key decisions requiring investor approval

10. Exit Rights: Terms related to liquidity events, including tag-along and drag-along rights

11. Information Rights: Investor's rights to company information and financial reports

12. Closing Conditions: Prerequisites for completing the investment

13. Confidentiality: Provisions regarding the confidentiality of the terms and negotiations

14. Governing Law: Specification of Malaysian law as the governing law

What sections are optional to include in a Term Sheet For Investors?

1. Anti-Dilution Protection: Protection mechanisms against future down rounds, optional for early-stage investments

2. Founder Vesting: Vesting schedule for founder shares, relevant when founders are still actively involved

3. Employee Share Option Pool: Terms of ESOP, if applicable to the investment round

4. Pre-emptive Rights: Rights to participate in future funding rounds, optional for minority investors

5. Strategic Rights: Special rights for strategic investors, such as first right of refusal on business opportunities

6. Foreign Investment Provisions: Special provisions required for foreign investors under Malaysian law

7. Environmental and Social Requirements: Specific requirements for investments with ESG focus

8. Islamic Finance Compliance: Additional terms for Shariah-compliant investments

What schedules should be included in a Term Sheet For Investors?

1. Cap Table: Current and post-investment capitalization table

2. Key Financial Information: Summary of key financial metrics and projections

3. List of Reserved Matters: Detailed list of matters requiring investor approval

4. Warranties List: Preliminary list of warranties to be given in the final documentation

5. Use of Proceeds: Detailed breakdown of how investment funds will be used

6. Key Performance Indicators: Specific metrics for monitoring company performance

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

Malaysia

Publisher

Genie AI

Cost

Free to use

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