Note And Deed Of Trust Template for Hong Kong

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Key Requirements PROMPT example:

Note And Deed Of Trust

"I need a Note and Deed of Trust for a HKD 500 million secured note issuance by our real estate development company, with quarterly interest payments and maturity in March 2025, including provisions for multiple noteholders and property security arrangements."

Document background
The Note And Deed of Trust is a fundamental document in debt capital markets transactions under Hong Kong law, typically used when an entity wishes to issue debt securities with a trustee structure. It serves multiple purposes: documenting the terms of the debt instruments (notes), establishing the trust arrangement for the benefit of noteholders, and setting out the mechanisms for administration and enforcement. This document is particularly relevant in Hong Kong's sophisticated financial markets, where trust structures are commonly used to protect noteholders' interests in both listed and unlisted debt issuances. The document must comply with Hong Kong's Securities and Futures Ordinance, Trustee Ordinance, and other relevant financial regulations. It's especially useful for medium to large-scale debt issuances where multiple investors are expected and a trustee structure is preferred for efficient administration and enforcement.
Suggested Sections

1. Parties: Identifies the issuer, trustee, and any other primary parties to the arrangement

2. Background: Recitals explaining the context and purpose of the note and trust arrangement

3. Definitions and Interpretation: Comprehensive definitions of terms used and interpretation rules

4. Issue and Status of Notes: Terms of the note issuance, including amount, interest, and status

5. Form of the Notes: Physical/electronic form, denomination, and title requirements

6. Declaration of Trust: Formal establishment of the trust and its basic terms

7. Trustee Powers and Duties: Detailed powers and obligations of the trustee

8. Covenants: Issuer's promises and ongoing obligations

9. Interest Provisions: Detailed terms for interest calculation and payment

10. Redemption and Purchase: Terms for redemption of notes and issuer purchase rights

11. Events of Default: Circumstances constituting default and consequences

12. Enforcement: Trustee's enforcement powers and procedures

13. Meetings of Noteholders: Procedures for noteholder meetings and decisions

14. Modification and Waiver: Process for changing terms or waiving requirements

15. Governing Law and Jurisdiction: Applicable law and courts having jurisdiction

Optional Sections

1. Security: Required if the notes are secured by specific assets or guarantees

2. Priority of Payments: Include if there's a specific payment waterfall structure

3. Additional Noteholder Rights: For cases with special voting or control rights

4. Tax Provisions: Detailed tax clauses if specific tax arrangements apply

5. Transfer Restrictions: If there are limitations on note transfers

6. Paying Agent Provisions: If a separate paying agent is appointed

7. Register Provisions: Detailed registration requirements if notes are registered

8. Global Notes: Required if notes are to be held in global form through clearing systems

Suggested Schedules

1. Form of Note: Template of the physical note certificate

2. Terms and Conditions: Detailed terms and conditions of the notes

3. Provisions for Meetings of Noteholders: Detailed procedures for calling and conducting meetings

4. Form of Transfer Certificate: Template for transferring notes

5. Registration and Transfer Procedures: Detailed procedures for registering and transferring notes

6. Form of Issuer's Certificate: Template for issuer compliance certificates

7. Securities Note: Detailed description of any security arrangements

8. Fee Schedule: Schedule of trustee and agent fees

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

Banking & Financial Services

Investment Management

Corporate Finance

Asset Management

Capital Markets

Trust Services

Financial Technology

Real Estate Investment

Infrastructure Development

Private Equity

Relevant Teams

Legal

Finance

Treasury

Compliance

Risk Management

Corporate Finance

Investment

Capital Markets

Trust Administration

Company Secretarial

Relevant Roles

Chief Financial Officer

Treasury Manager

Legal Counsel

Compliance Officer

Trust Manager

Investment Manager

Corporate Finance Manager

Debt Capital Markets Director

Financial Controller

Risk Manager

Company Secretary

Bond Administrator

Portfolio Manager

Structured Finance Manager

Transaction 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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