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Compulsory Convertible Debentures Agreement

Compulsory Convertible Debentures Agreement Template for Singapore

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Compulsory Convertible Debentures Agreement

"Need a Compulsory Convertible Debentures Agreement for our Singapore-based tech startup to raise SGD 5 million from venture capital investors, with conversion scheduled for March 2025 and monthly interest payments at 8% per annum."

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What is a Compulsory Convertible Debentures Agreement?

A Compulsory Convertible Debentures Agreement is utilized when companies seek to raise capital while offering investors a guaranteed conversion to equity. This document, governed by Singapore law, establishes the framework for issuing convertible debt instruments that automatically convert to equity shares at predetermined terms. It includes essential provisions regarding interest payments, conversion ratios, timing, and security arrangements. The agreement must comply with Singapore's robust regulatory framework, including the Companies Act and MAS guidelines, making it particularly suitable for companies seeking structured financing solutions while ensuring future equity participation for investors.

What sections should be included in a Compulsory Convertible Debentures Agreement?

1. Parties: Details of the company issuing debentures and the debenture holders

2. Background: Context of the issuance and purpose of the CCDs

3. Definitions: Key terms used throughout the agreement

4. Issue of Debentures: Terms of issuance, face value, and number of debentures

5. Interest: Interest rate, calculation method, and payment terms

6. Conversion Terms: Conversion ratio, timing, and mechanism

7. Security: Details of any security or charge created

8. Events of Default: Circumstances constituting default and consequences

What sections are optional to include in a Compulsory Convertible Debentures Agreement?

1. Put/Call Options: Optional early redemption rights for situations requiring early exit mechanisms

2. Step-Up Interest: Provisions for increasing interest rates when escalating interest rates are desired

3. Transfer Restrictions: Limitations on transfer of debentures when transfer controls are needed

What schedules should be included in a Compulsory Convertible Debentures Agreement?

1. Form of Debenture Certificate: Template of the physical debenture certificate

2. Conversion Calculation: Detailed methodology for calculating conversion ratio

3. Board Resolution: Copy of board resolution approving CCD issuance

4. Security Documents: Details of any security or charge created (if security is provided)

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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alex.den.21@genieai.co
Relevant legal definitions
Affiliate
Agreement
Applicable Law
Board
Business Day
Company
Completion Date
Conversion Date
Conversion Price
Conversion Ratio
Conversion Rights
Conversion Shares
Debenture Certificate
Debenture Holders
Debentures
Default Interest Rate
Encumbrance
Event of Default
Financial Year
Interest Payment Date
Interest Rate
Issue Date
Maturity Date
MAS
Material Adverse Effect
Ordinary Shares
Principal Amount
Redemption Date
Register of Debenture Holders
Security
Security Documents
SGX
Subscription Amount
Subscription Price
Tax
Transaction Documents
Trust Deed
Trustee
Clauses
Issuance of Debentures
Subscription
Interest
Conversion Rights
Compulsory Conversion
Security
Representations and Warranties
Covenants
Events of Default
Remedies
Transfer Restrictions
Ranking
Payment Terms
Notices
Confidentiality
Taxation
Governing Law and Jurisdiction
Force Majeure
Assignment
Amendment and Modification
Indemnification
Costs and Expenses
Information Rights
Board Representation
Anti-dilution Protection
Tag-along Rights
Drag-along Rights
Dispute Resolution
Termination
Severability
Industries

Companies Act 1967: Primary legislation governing company operations, including sections on debentures, securities, registration of charges, and provisions regarding share capital and share issuance

Securities and Futures Act 2001: Key legislation covering securities offerings, disclosure requirements, and prospectus requirements for financial instruments including debentures

MAS Guidelines: Regulatory framework from Monetary Authority of Singapore covering requirements for debt securities, financial requirements and compliance standards

Companies (Register of Debenture Holders and Copies of Trust Deed) Regulations: Specific regulations governing the maintenance of debenture holders register and trust deed requirements

MAS Guidelines on Corporate Governance: Guidelines establishing corporate governance standards and best practices for companies issuing securities

SGX Listing Rules: Relevant for listed companies, providing requirements and obligations for listed securities including debentures

Singapore Contract Law: General principles of contract law governing formation, terms and conditions, and rights and obligations of parties

Singapore Tax Laws: Regulations covering stamp duty, tax treatment of interest payments, and tax implications upon conversion of debentures

Foreign Investment Laws: Regulations governing foreign ownership restrictions and exchange control regulations when foreign investors are involved

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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