Convertible Bond Subscription Agreement Template for England and Wales

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Key Requirements PROMPT example:

Convertible Bond Subscription Agreement

"I need a Convertible Bond Subscription Agreement for my fintech startup to raise £2 million from three institutional investors, with a 5% interest rate and conversion rights exercisable after 18 months at a 20% discount to the Series A valuation."

Document background
The Convertible Bond Subscription Agreement is commonly used by companies seeking to raise capital while offering investors the flexibility to convert their investment into equity at a later date. This document, governed by English and Welsh law, is particularly popular among growth companies and scale-ups as it provides a hybrid financing solution that combines elements of debt and equity. The agreement comprehensively addresses subscription terms, conversion rights, security arrangements (if applicable), and compliance with UK regulatory requirements, making it a crucial instrument in corporate financing transactions.
Suggested Sections

1. Parties: Identification of the issuer and subscriber(s)

2. Background: Context of the bond issuance and purpose

3. Definitions: Key terms used throughout the agreement

4. Subscription: Terms of subscription, including amount and payment details

5. Bond Terms: Interest rate, maturity date, and repayment terms

6. Conversion Rights: Conditions and mechanics for converting bonds to shares

7. Company Warranties: Representations about company status and authority

8. Subscriber Warranties: Representations about subscriber's status and authority

Optional Sections

1. Security: Terms of any security provided for the bonds - include when bonds are secured against assets

2. Transferability: Restrictions on transfer of bonds - include when transfer restrictions are required

3. Tag-Along Rights: Rights of bondholders to participate in sale of company - include when requested by major investors

Suggested Schedules

1. Form of Bond Certificate: Template of the physical bond certificate

2. Conversion Notice: Form for exercising conversion rights

3. Company Information: Details of company structure and capitalization

4. Conditions Precedent: List of documents and conditions required before 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
Relevant Teams
Relevant Roles
Industries

Companies Act 2006: Primary legislation governing company formation, operation, and management, including provisions for share capital, allotment, directors' duties, company registration, and share transfers

Financial Services and Markets Act 2000 (FSMA): Key financial services legislation covering financial promotion restrictions, regulated activities provisions, and prospectus requirements

Companies Securities (Insider Dealing) Act 1985: Legislation addressing insider dealing and securities trading regulations

Financial Promotion Order 2005: Secondary legislation detailing rules and exemptions for financial promotions under FSMA

Prospectus Regulation Rules: Rules governing the content, approval, and publication of prospectuses for securities offerings

Regulated Activities Order 2001: Secondary legislation specifying which activities require FCA authorization under FSMA

FCA Rules and Guidance: Regulatory framework established by the Financial Conduct Authority for financial services and markets

UK Listing Rules: Regulations applicable to companies listed on UK exchanges, governing continuing obligations and corporate governance

Market Abuse Regulation (MAR): Framework preventing market manipulation and insider trading in financial markets

Income Tax Act 2007: Primary legislation governing income tax implications of convertible securities and investment income

Corporation Tax Act 2009: Legislation covering corporate tax treatment of convertible instruments and related corporate transactions

Taxation of Chargeable Gains Act 1992: Tax legislation addressing capital gains implications of convertible securities

Common Law Contract Principles: Fundamental principles of contract law including offer, acceptance, consideration, and intention to create legal relations

Consumer Credit Act 1974: Legislation potentially applicable if the convertible bonds could be classified as regulated credit agreements

Money Laundering Regulations 2017: Regulations requiring due diligence and compliance procedures for financial transactions and investments

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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