Private Equity Subscription Agreement Template for England and Wales

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Key Requirements PROMPT example:

Private Equity Subscription Agreement

"Need a Private Equity Subscription Agreement for a Series B investment round where a US-based PE firm is investing £20 million for a 30% stake in our UK technology company, to be completed by March 2025, with standard anti-dilution and board appointment rights."

Document background
The Private Equity Subscription Agreement is a fundamental document in private equity transactions under English and Welsh law. It is used when investors are taking a new equity stake in a company, whether as part of a growth capital investment, buyout, or recapitalization. The agreement sets out the mechanics of the share subscription, including payment terms, conditions precedent, and completion requirements. It typically contains extensive warranties about the company's business and operations, and may include specific investor rights such as board appointment rights or anti-dilution protections.
Suggested Sections

1. Parties: Identification of the company, investors and other relevant parties

2. Background: Context of the investment and purpose of the agreement

3. Definitions: Key terms used throughout the agreement

4. Subscription Details: Number, class and price of shares being subscribed for

5. Payment Terms: Terms and timing of payment for shares

6. Completion: Conditions precedent and completion mechanics

7. Warranties: Standard warranties from the company and subscribers

Optional Sections

1. Anti-dilution Provisions: Protection against future share issuances, used for larger investments

2. Tag-Along Rights: Right to join in sale of shares, typically for minority investors

3. Drag-Along Rights: Right to force minority shareholders to join in sale, typically for majority investors

4. Board Appointment Rights: Rights to appoint directors, typically for significant investors

Suggested Schedules

1. Schedule 1 - Share Capital Structure: Details of existing and post-investment share capital

2. Schedule 2 - Warranties: Detailed company warranties

3. Schedule 3 - Completion Obligations: List of documents and actions required at completion

4. Schedule 4 - Articles of Association: New/amended articles if required

5. Schedule 5 - Shareholders' Agreement: If new shareholders' agreement is to be entered into

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
Relevant Industries
Relevant Teams
Relevant Roles
Industries

Companies Act 2006: Primary legislation governing company law in the UK, covering share capital provisions, directors' duties, company formation and registration requirements, and pre-emption rights

Financial Services and Markets Act 2000 (FSMA): Key financial services legislation covering financial promotion rules, regulated activities, and investor protection provisions

Financial Services Act 2012: Updates to FSMA providing additional regulatory framework for financial services

FCA Regulations: Financial Conduct Authority rules governing financial services, including investment requirements and professional investor classifications

Alternative Investment Fund Managers Directive (AIFMD): EU-derived regulations potentially applicable to private equity investment structures

Income Tax Act 2007: Legislation governing income tax implications for investments and returns

Corporation Tax Act 2010: Legislation covering corporate tax aspects of private equity investments

Taxation of Chargeable Gains Act 1992: Legislation governing capital gains tax implications for investment disposals

Money Laundering Regulations 2017: Anti-money laundering requirements for financial transactions and investments

UK Market Abuse Regulation: Regulations preventing market abuse and ensuring market integrity

Data Protection Act 2018: UK implementation of GDPR, governing the handling of personal data in investment transactions

Common Law Contract Principles: Fundamental contract law principles developed through case law in England and Wales

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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