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Private Placement Agreement

Private Placement Agreement Template for Ireland

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Key Requirements PROMPT example:

Private Placement Agreement

"I need a Private Placement Agreement under Irish law for a €5 million Series B preferred share offering to institutional investors, with tag-along rights and anti-dilution protection, closing expected by March 2025."

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Document background
The Private Placement Agreement is essential for companies seeking to raise capital through private offerings in Ireland without the need for a public listing. This document is typically used when companies want to offer securities to a limited number of sophisticated or institutional investors, rather than to the general public. The agreement must comply with Irish securities laws, including the Companies Act 2014 and relevant EU regulations, particularly regarding exempt offerings and qualified investors. It contains detailed provisions about the securities being offered, investor qualifications, subscription terms, representations and warranties, and transfer restrictions. The Private Placement Agreement also addresses key regulatory requirements such as anti-money laundering provisions, data protection compliance, and necessary disclosures under Irish financial services regulations.
Suggested Sections

1. Parties: Identification of the issuer and the initial purchaser(s)/placement agent

2. Background: Context of the private placement, including the nature of securities being offered

3. Definitions: Defined terms used throughout the agreement

4. Subscription and Sale: Terms of the securities subscription, including price, quantity, and payment terms

5. Closing Conditions: Conditions precedent to the completion of the placement

6. Representations and Warranties of the Issuer: Issuer's confirmations regarding its status, authority, and the securities

7. Representations and Warranties of the Purchaser: Purchaser's confirmations regarding their status as qualified investors and capacity

8. Covenants: Ongoing obligations of the parties

9. Transfer Restrictions: Limitations on the transfer of securities and required procedures

10. Indemnification: Indemnification obligations between the parties

11. Confidentiality: Provisions regarding the confidential treatment of information

12. Notices: Process for formal communications between parties

13. Governing Law and Jurisdiction: Specification of Irish law as governing law and jurisdiction details

14. Miscellaneous: Standard boilerplate provisions including severability, entire agreement, etc.

15. Execution: Signature blocks and execution requirements

Optional Sections

1. Registration Rights: Include when investors are granted rights to register their securities for public trading in the future

2. Tag-Along Rights: Include when minority investors are given the right to join in the sale of shares by majority holders

3. Drag-Along Rights: Include when majority shareholders can force minority holders to join in the sale of shares

4. Anti-Dilution Protection: Include when investors are to be protected against future dilution of their shareholding

5. Information Rights: Include when specific ongoing information rights are granted to investors

6. Board Representation: Include when investors are granted rights to board representation

7. Pre-emptive Rights: Include when existing investors are given priority rights in future offerings

Suggested Schedules

1. Schedule 1 - Form of Subscription Agreement: Standard form for individual investors to complete when subscribing for securities

2. Schedule 2 - Investor Qualification Criteria: Detailed criteria for qualifying as an eligible investor under Irish law

3. Schedule 3 - Description of Securities: Detailed description of the rights and terms of the securities being offered

4. Schedule 4 - Risk Factors: Disclosure of material risks related to the investment

5. Schedule 5 - Company Information: Key information about the issuer, including financial statements and business description

6. Schedule 6 - Use of Proceeds: Detailed breakdown of how the placement proceeds will be used

7. Schedule 7 - Required Consents and Approvals: List of regulatory and corporate approvals required for the placement

8. Schedule 8 - Form of Legal Opinions: Form of legal opinions to be delivered at closing

9. Appendix A - Wire Transfer Instructions: Banking details for payment of subscription amounts

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Clauses
Interpretation
Subscription
Purchase and Sale
Consideration
Conditions Precedent
Closing Mechanics
Representations and Warranties
Investor Qualifications
Securities Transfer
Registration Rights
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Anti-Dilution
Information Rights
Board Representation
Confidentiality
Non-Disclosure
Regulatory Compliance
Securities Law Compliance
Data Protection
Anti-Money Laundering
Indemnification
Liability
Force Majeure
Termination
Default
Remedies
Assignment
Notices
Amendment
Waiver
Severability
Entire Agreement
Counterparts
Governing Law
Jurisdiction
Dispute Resolution
Relevant Industries

Financial Services

Investment Banking

Private Equity

Technology

Real Estate

Healthcare

Energy

Infrastructure

Manufacturing

Telecommunications

Biotechnology

Clean Technology

Professional Services

Asset Management

Relevant Teams

Legal

Finance

Compliance

Corporate Development

Treasury

Risk Management

Investment

Operations

Corporate Secretariat

Executive Leadership

Investor Relations

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Investment Director

Corporate Finance Manager

Compliance Officer

Legal Counsel

Investment Manager

Corporate Secretary

Finance Director

Private Equity Manager

Director of Operations

Risk Manager

Treasury Manager

Investment Banker

Corporate Development Manager

Industries
Companies Act 2014: Primary legislation governing company law in Ireland, including provisions for share issuance, corporate governance, and filing requirements
Investment Funds, Companies and Miscellaneous Provisions Act 2005: Contains specific provisions regarding the offering of securities and investment instruments in Ireland
European Union (Markets in Financial Instruments) Regulations 2017: Implementation of MiFID II in Irish law, governing investment services and activities
Central Bank Act 1942 (as amended): Establishes the regulatory framework and powers of the Central Bank of Ireland in overseeing financial services
Criminal Justice (Money Laundering and Terrorist Financing) Act 2010: Sets out AML/CFT requirements for financial transactions and investor verification
General Data Protection Regulation (GDPR): EU regulation governing the handling of personal data, relevant for investor information
European Union (Prospectus) Regulations 2019: Implements EU Prospectus Regulation, including exemptions for private placements
Investment Intermediaries Act 1995: Regulates investment business firms and their activities in Ireland
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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