Cornerstone Investment Agreement Template for South Africa

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Key Requirements PROMPT example:

Cornerstone Investment Agreement

"I need a Cornerstone Investment Agreement for a R500 million investment in a South African technology company planning an IPO in March 2025, with the cornerstone investor being a foreign private equity firm requiring exchange control approval and B-BBEE compliance provisions."

Document background
The Cornerstone Investment Agreement is a crucial document in South African corporate finance transactions, typically used when a significant investor commits to making a substantial investment in a company. This agreement is particularly important in the context of IPOs or major capital raises, where the cornerstone investor's commitment can provide confidence to other potential investors and support the overall success of the capital raising initiative. The document must comply with South African legislative requirements, including the Companies Act 71 of 2008, Financial Markets Act 19 of 2012, and where applicable, B-BBEE legislation and exchange control regulations. It contains detailed provisions covering investment terms, conditions precedent, representations and warranties, and various investor protection mechanisms. The agreement is especially relevant for companies seeking to establish strategic partnerships with institutional investors while raising capital for growth, expansion, or operational purposes.
Suggested Sections

1. Parties: Identification of the parties to the agreement including the Company, the Cornerstone Investor, and any other relevant parties

2. Background: Context of the investment, including brief description of the Company's business and the proposed investment structure

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

4. Investment Terms: Core terms of the investment including investment amount, subscription price, and number of shares/securities

5. Conditions Precedent: Conditions that must be satisfied before the investment becomes effective, including regulatory approvals and corporate authorizations

6. Completion Mechanics: Detailed process for completing the investment, including timing, documentation requirements, and payment mechanics

7. Representations and Warranties: Statements of fact and assurances from both the Company and the Investor

8. Undertakings: Commitments and obligations of the parties, including pre-completion conduct and post-completion covenants

9. Lock-up Provisions: Restrictions on the transfer of shares by the Cornerstone Investor for a specified period

10. Termination: Circumstances under which the agreement can be terminated and the consequences of termination

11. Confidentiality: Obligations regarding the protection and non-disclosure of confidential information

12. Notices: Process and requirements for formal communications between the parties

13. General Provisions: Standard legal provisions including governing law, jurisdiction, entire agreement, and amendment procedures

Optional Sections

1. Anti-dilution Rights: Protection for the investor against future dilution of shareholding, included when specifically negotiated

2. Board Representation: Rights of the investor to appoint directors, included when the investment size warrants board participation

3. Tag-Along Rights: Right to participate in future sales of shares by other shareholders, included for minority protection

4. Pre-emptive Rights: Right to participate in future share issues, included when ongoing investment rights are negotiated

5. B-BBEE Provisions: Specific provisions relating to B-BBEE compliance and requirements, included when relevant to the transaction structure

6. Foreign Investment Provisions: Additional provisions for compliance with exchange control regulations, included for foreign investors

7. IPO-specific Provisions: Additional terms specific to investments contingent on an IPO, included for pre-IPO investments

Suggested Schedules

1. Company Information: Detailed corporate information including share capital structure and subsidiaries

2. Warranties: Detailed warranties given by the Company and/or other parties

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

4. Conditions Precedent: Detailed list of all conditions precedent and required evidence of satisfaction

5. Subscription Shares Details: Detailed description of the shares being issued including rights and restrictions

6. Required Regulatory Approvals: List of required regulatory approvals and status

7. Disclosure Schedule: Exceptions and qualifications to the warranties

8. Form of Completion Certificate: Template certificate confirming satisfaction of conditions precedent

9. Form of Board Resolutions: Template board resolutions required for completion

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

Relevant legal definitions
Clauses
Relevant Industries

Financial Services

Technology

Mining and Resources

Manufacturing

Real Estate

Healthcare

Telecommunications

Energy

Infrastructure

Retail

Agriculture

Education

Relevant Teams

Legal

Finance

Corporate Development

Compliance

Treasury

Risk Management

Corporate Secretariat

Investment

Mergers & Acquisitions

Executive Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

General Counsel

Corporate Finance Director

Investment Director

Company Secretary

Legal Counsel

Finance Director

Head of Mergers & Acquisitions

Investment Manager

Compliance Officer

Corporate Development Director

Treasury Manager

Risk Manager

Industries
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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