Private Placement Agreement for Nigeria

Private Placement Agreement Template for Nigeria

A comprehensive legal document governed by Nigerian law that establishes the terms and conditions for a private offering of securities to a select group of investors. The agreement complies with the Investment and Securities Act 2007 and SEC Rules, detailing the securities offered, subscription terms, investor rights, company obligations, and completion requirements. It includes necessary provisions for regulatory compliance in Nigeria while protecting both issuer and investor interests through detailed representations, warranties, and covenants.

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What is a Private Placement Agreement?

The Private Placement Agreement serves as the primary legal instrument for companies raising capital through private securities offerings in Nigeria. This document is essential when a company wishes to issue shares or other securities to a select group of investors without making a public offering. It must comply with the Nigerian Investment and Securities Act 2007, SEC Rules, and Companies and Allied Matters Act 2020. The agreement typically includes detailed terms of the offering, investor qualifications, subscription procedures, regulatory compliance requirements, and investor protections. It's commonly used by both growing companies seeking expansion capital and established businesses requiring additional funding, while ensuring compliance with Nigerian securities regulations and corporate governance requirements.

What sections should be included in a Private Placement Agreement?

1. Parties: Identification of the issuer and the investor(s)

2. Background: Context of the private placement and brief description of the issuer's business

3. Definitions and Interpretation: Key terms used in the agreement and rules of interpretation

4. The Offer: Details of the securities being offered, including class, number, and price

5. Subscription and Payment: Terms and mechanics of subscription and payment for the securities

6. Conditions Precedent: Conditions that must be satisfied before completion

7. Completion: Process and requirements for completing the investment

8. Representations and Warranties: Statements of fact and assurances from both issuer and investors

9. Issuer Covenants: Ongoing obligations and commitments of the issuer

10. Investor Undertakings: Commitments and confirmations required from investors

11. Confidentiality: Obligations regarding confidential information

12. Termination: Circumstances and process for terminating the agreement

13. Notices: Process and requirements for formal communications

14. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, etc.

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

1. Tag-Along Rights: Optional protection for minority investors to join in sale of majority stake

2. Drag-Along Rights: Optional right for majority investors to force minorities to join in a sale

3. Anti-dilution Protection: Protection against value dilution in future funding rounds

4. Board Representation: Rights of investors to appoint board members

5. Information Rights: Special rights for investors to receive company information

6. Foreign Investment Provisions: Special provisions when involving foreign investors

7. Currency Conversion: Provisions for handling multiple currencies in the investment

8. Exit Rights: Specific provisions regarding investor exit options

What schedules should be included in a Private Placement Agreement?

1. Subscription Details: Detailed breakdown of securities being subscribed for by each investor

2. Disclosure Schedule: Detailed disclosures against warranties

3. Form of Share Certificate: Template for share certificates to be issued

4. Corporate Information: Details of the issuer's corporate structure and capitalization

5. Investment Risk Factors: Detailed description of investment risks

6. Completion Requirements: Detailed list of documents and actions required for completion

7. Required Regulatory Approvals: List of necessary regulatory approvals and status

8. Form of Investor Suitability Declaration: Template for investor declarations required under Nigerian securities laws

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 | Serial Founder & Legal AI Author

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Free to use

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Financial Services

Technology

Real Estate

Manufacturing

Energy

Healthcare

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Mining

Private Equity

Venture Capital

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Relevant Teams

Legal

Finance

Compliance

Corporate Secretariat

Investment

Risk Management

Corporate Development

Treasury

Board of Directors

Executive Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Legal Counsel

Corporate Secretary

Investment Manager

Finance Director

Compliance Officer

Investment Banker

Private Equity Manager

Venture Capital Manager

Corporate Finance Manager

Risk Manager

Board Director

Financial Controller

Investment Analyst

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Managed Account Agreement

A Nigerian law-governed agreement establishing terms for discretionary investment management services between an investment manager and client.

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What is a Private Placement Agreement?

What sections should be included in a Private Placement Agreement?

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

What schedules should be included in a Private Placement Agreement?

Authors

Alex Denne

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