Preference Shares Agreement Template for Australia

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Key Requirements PROMPT example:

Preference Shares Agreement

"I need a Preference Shares Agreement for my fintech startup to issue convertible preference shares to venture capital investors, with a 8% annual dividend rate and the option to convert to ordinary shares after January 2025, including anti-dilution protection and board appointment rights."

Document background
A Preference Shares Agreement is a crucial document used when a company wishes to issue shares with special rights and privileges that differ from ordinary shares. This agreement, governed by Australian law and complying with the Corporations Act 2001 (Cth), is commonly used for raising capital while maintaining existing voting control structures or providing investors with priority rights to dividends and capital returns. The document sets out comprehensive terms including dividend rights, voting rights, redemption or conversion rights, and capital return priorities. It's particularly relevant for companies seeking to attract strategic investors or structure complex financing arrangements while maintaining flexibility in their capital structure. The agreement must address specific requirements under Australian corporate law and ASIC regulations, making it essential for both private and public companies engaging in preference share issuances.
Suggested Sections

1. Parties: Identification of the company issuing the preference shares and the preference shareholders

2. Background: Context of the preference share issuance, including corporate authority and purpose

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

4. Issue of Preference Shares: Details of the preference shares being issued, including number, class, and issue price

5. Dividend Rights: Terms regarding dividend payments, including rate, frequency, and priority

6. Capital Rights: Rights regarding return of capital and priority in winding up

7. Voting Rights: Extent and limitation of voting rights attached to the preference shares

8. Transfer Restrictions: Limitations and procedures for transferring preference shares

9. Variations of Rights: Process for varying or modifying the rights attached to preference shares

10. Notices: Requirements for giving notices under the agreement

11. General Provisions: Standard contractual provisions including governing law, jurisdiction, and amendments

Optional Sections

1. Conversion Rights: Terms for converting preference shares to ordinary shares, used when shares are convertible

2. Redemption Rights: Terms for redeeming preference shares, included when shares are redeemable

3. Anti-dilution Provisions: Protections against dilution of shareholding, included for sophisticated investors

4. Tag-along Rights: Rights to participate in sale of shares by majority shareholders, included for minority protection

5. Drag-along Rights: Rights to force minority shareholders to join in sale of shares, included for majority protection

6. Information Rights: Rights to receive company information, included for significant investors

7. Board Representation: Rights to appoint directors, included for strategic investors

8. Preference Share Register: Requirements for maintaining a separate register, included for multiple classes of preference shares

Suggested Schedules

1. Terms of Preference Shares: Detailed terms and conditions of the preference shares

2. Form of Share Certificate: Specimen of the preference share certificate

3. Corporate Approvals: Copies of board and shareholder resolutions approving the issue

4. Dividend Calculation Formula: Detailed methodology for calculating preference share dividends

5. Transfer Form: Prescribed form for transferring preference shares

6. Conversion Notice: Form of notice for exercising conversion rights (if applicable)

7. Redemption Notice: Form of notice for exercising redemption rights (if applicable)

8. Existing Security Interests: Details of any existing security interests affecting the preference shares

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

Investment Banking

Private Equity

Venture Capital

Technology

Real Estate

Infrastructure

Manufacturing

Healthcare

Mining and Resources

Retail

Professional Services

Relevant Teams

Legal

Finance

Corporate Development

Investment

Compliance

Company Secretariat

Treasury

Board of Directors

Executive Management

Risk Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Company Secretary

Corporate Lawyer

Legal Counsel

Investment Manager

Fund Manager

Corporate Finance Manager

Financial Controller

Board Director

Investment Banker

Private Equity Manager

Venture Capital Manager

Transaction Manager

Compliance 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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