Standby Equity Distribution Agreement Template for Australia

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Key Requirements PROMPT example:

Standby Equity Distribution Agreement

"I need a Standby Equity Distribution Agreement for an ASX-listed mining company, with a facility amount of AUD 50 million and quarterly drawdown options starting from March 2025, including specific provisions for environmental compliance and FIRB approval requirements."

Document background
The Standby Equity Distribution Agreement (SEDA) is a sophisticated financing instrument commonly used by Australian companies seeking flexible access to capital markets. This type of agreement is particularly valuable for companies that require periodic funding injections but want to maintain control over the timing and size of capital raises. It establishes a framework where companies can draw down funds by issuing shares to a committed investor, typically at a price linked to market trading prices with predetermined discounts. The document is structured to comply with Australian corporate law, ASIC regulations, and ASX listing rules (for listed entities), incorporating necessary safeguards for both the issuing company and the investor. It's commonly used in sectors with significant capital requirements or during growth phases where traditional debt financing may not be suitable.
Suggested Sections

1. Parties: Identification of the company and the investor/distributor

2. Background: Context of the agreement and summary of the arrangement

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

4. Facility Establishment: Terms establishing the equity distribution facility and its overall size

5. Advance Request Mechanism: Procedures for requesting advances under the facility

6. Pricing Mechanism: Formula and methodology for determining the price of shares to be issued

7. Conditions Precedent: Conditions that must be satisfied before the facility becomes operational

8. Representations and Warranties: Standard and specific warranties from both parties

9. Company Undertakings: Ongoing obligations of the company during the facility term

10. Investor Undertakings: Ongoing obligations of the investor during the facility term

11. Issue of Shares: Mechanics for the issuance and delivery of shares

12. Termination: Circumstances under which the agreement can be terminated

13. Confidentiality: Obligations regarding confidential information

14. Notices: Process for giving formal notices under the agreement

15. General Provisions: Standard boilerplate provisions including governing law, assignment, and amendments

Optional Sections

1. Security Arrangements: Required if any security is to be provided for the facility

2. Market Making Provisions: Include if the investor will provide market making services

3. Foreign Investment Provisions: Required if the investor is a foreign entity subject to FIRB approval

4. Anti-Dilution Protection: Optional protection for the investor against dilution from other capital raising

5. Shareholder Approval Mechanism: Required if company needs shareholder approval for share issuance

6. Broker/Intermediary Provisions: Include if a broker or intermediary is involved in the arrangement

7. Registration Rights: Include if shares need to be registered in foreign jurisdictions

8. Competing Capital Raising Restrictions: Optional restrictions on other capital raising during the facility term

Suggested Schedules

1. Advance Request Form: Template form for making advance requests under the facility

2. Pricing Calculation Examples: Detailed examples of how the pricing mechanism works

3. Conditions Precedent Documents: List of required documents and conditions to be satisfied

4. Warranties Schedule: Detailed list of representations and warranties

5. Share Issue Notice: Template for notices relating to share issuance

6. Compliance Certificate: Template for ongoing compliance certification

7. ASX Announcements: Templates for required ASX announcements

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

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

Mining and Resources

Technology

Biotechnology

Renewable Energy

Infrastructure

Healthcare

Financial Services

Real Estate

Manufacturing

Research and Development

Relevant Teams

Legal

Finance

Corporate Development

Treasury

Investor Relations

Compliance

Risk Management

Board Secretariat

Executive Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Company Secretary

Finance Director

Corporate Development Manager

Treasury Manager

Investment Relations Manager

Legal Counsel

Corporate Finance Manager

Board Director

Compliance Officer

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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