Redeemable Preference Share Agreement for South Africa

Redeemable Preference Share Agreement Template for South Africa

A comprehensive agreement governed by South African law that establishes the terms and conditions for issuing redeemable preference shares, including dividend rights, redemption mechanisms, and shareholder protections. The document complies with the South African Companies Act 71 of 2008 and relevant financial regulations, detailing the relationship between the issuing company and preference shareholders. It covers crucial aspects such as dividend calculations, redemption procedures, voting rights, and events of default, while incorporating necessary regulatory requirements specific to the South African financial markets.

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What is a Redeemable Preference Share Agreement?

The Redeemable Preference Share Agreement is a crucial document in South African corporate finance, used when companies seek to raise capital without diluting existing ordinary shareholders' voting rights or when implementing structured finance solutions. It's particularly relevant for companies looking to secure medium to long-term financing with predetermined dividend rates and redemption terms. The agreement must comply with the South African Companies Act 71 of 2008, the Income Tax Act, and other relevant financial regulations. This document type is commonly used in various scenarios including project financing, corporate restructuring, and investment structures, providing investors with preferential rights to dividends and capital repayment while giving the issuing company the right to redeem the shares under specified conditions.

What sections should be included in a Redeemable Preference Share Agreement?

1. Parties: Identification of the issuing company and the preference shareholder(s)

2. Background: Context of the preference share issuance, including company's share capital structure and purpose of the issuance

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

4. Subscription: Details of the preference share subscription, including number of shares, subscription price, and payment terms

5. Preference Share Terms: Core rights attached to the preference shares, including dividend rights, ranking, and participation rights

6. Redemption Terms: Conditions for redemption, redemption price calculation, redemption dates/periods, and redemption procedures

7. Dividend Rights: Specification of dividend rate, calculation methods, payment dates, and conditions for payment

8. Voting Rights: Extent and conditions of voting rights attached to the preference shares

9. Transfer Restrictions: Limitations and conditions on the transfer of preference shares

10. Events of Default: Circumstances constituting default and consequences thereof

11. Representations and Warranties: Standard company representations and specific warranties related to the preference shares

12. Undertakings: Company's ongoing obligations to protect preference shareholders' rights

13. Notices: Communication procedures between parties

14. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and amendment procedures

What sections are optional to include in a Redeemable Preference Share Agreement?

1. Security Arrangements: Required when preference shares are secured against specific assets or have guarantees

2. Conversion Rights: Included when preference shares have rights to convert to ordinary shares

3. Step-Up Provisions: Used when dividend rate increases upon certain trigger events

4. Change of Control Provisions: Required when special rights/obligations arise upon change in company control

5. Tax Gross-Up: Included when issuer agrees to compensate for withholding taxes on dividends

6. Multiple Classes Provisions: Required when document covers multiple classes of preference shares

7. Regulatory Compliance: Required for regulated industries or listed preference shares

What schedules should be included in a Redeemable Preference Share Agreement?

1. Share Certificate Form: Template of the preference share certificate

2. Calculation of Dividend Rate: Detailed formula and examples for dividend calculations

3. Redemption Notice Form: Template notice for exercising redemption rights

4. Company's Board Resolutions: Copies of relevant board resolutions authorizing the preference share issuance

5. Shareholders' Resolution: Copy of special resolution authorizing preference share terms

6. Financial Covenants: Detailed financial maintenance covenants and calculation methods

7. Preference Share Register: Initial register of preference shareholders and their holdings

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

Jurisdiction

South Africa

Publisher

Genie AI

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Financial Services

Banking

Private Equity

Real Estate

Mining

Infrastructure

Manufacturing

Energy

Telecommunications

Healthcare

Retail

Agriculture

Relevant Teams

Legal

Finance

Treasury

Corporate Finance

Risk Management

Compliance

Company Secretariat

Tax

Investment

Board of Directors

Relevant Roles

Chief Financial Officer

Financial Director

Corporate Lawyer

Legal Counsel

Investment Banker

Corporate Finance Manager

Treasury Manager

Company Secretary

Risk Manager

Compliance Officer

Investment Director

Portfolio Manager

Transaction Manager

Financial Controller

Chief Executive Officer

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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