Convertible Bond Agreement Template for Malaysia

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Key Requirements PROMPT example:

Convertible Bond Agreement

"I need a Convertible Bond Agreement for my Malaysian technology startup to issue RM5 million in convertible bonds maturing in March 2025, with a 5% annual interest rate and conversion rights exercisable after 12 months at a 20% discount to the next funding round."

Document background
The Convertible Bond Agreement is a crucial financing instrument used by Malaysian companies seeking to raise capital while offering investors the flexibility to convert their debt investment into equity. This document is typically employed when a company needs to secure funding but wants to offer more attractive terms to investors through the conversion feature. The agreement must comply with Malaysian regulatory requirements, including the Capital Markets and Services Act 2007 and Companies Act 2016, and typically includes detailed provisions about conversion rights, interest payments, default scenarios, and security arrangements. It's particularly useful for growth-stage companies or those planning significant expansions, as it allows them to secure funding with potentially lower initial interest rates while giving investors the opportunity to participate in the company's future equity upside.
Suggested Sections

1. Parties: Identification of the Bond Issuer and the Initial Bondholder(s)/Trustee

2. Background: Context of the bond issuance, including corporate authorizations and purpose

3. Definitions: Definitions of key terms used throughout the agreement

4. Bond Issuance: Terms of the bond issuance, including principal amount, interest rate, and maturity date

5. Interest and Payments: Details of interest calculations, payment dates, and payment mechanics

6. Conversion Rights: Terms and conditions governing the conversion of bonds into shares

7. Conversion Process: Detailed mechanics of how conversion is to be executed

8. Issuer Covenants: Ongoing obligations of the issuer to protect bondholder interests

9. Events of Default: Circumstances constituting default and consequences thereof

10. Representations and Warranties: Key statements of fact and assurances from the issuer

11. Transfer Restrictions: Limitations on transfer of the bonds

12. Notices: Process for formal communications between parties

13. Governing Law and Jurisdiction: Specification of Malaysian law as governing law and jurisdiction for disputes

Optional Sections

1. Security: Required if the bonds are secured by any assets or guarantees

2. Trustee Provisions: Required if a bond trustee is appointed to represent bondholders

3. Tax Provisions: Detailed tax clauses if specific tax treatments or gross-up provisions apply

4. Meeting Provisions: Required if bondholders need to make collective decisions

5. Register Provisions: Detailed if a specific register of bondholders needs to be maintained

6. Anti-Dilution Provisions: Protection mechanisms for bondholders against share dilution

7. Force Majeure: Required if specific force majeure events need to be addressed

Suggested Schedules

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

2. Conversion Notice: Form of notice to be used when exercising conversion rights

3. Calculation Methods: Detailed formulae for interest, conversion ratios, and adjustments

4. Corporate Authorizations: Copies of relevant board and shareholder resolutions

5. Security Documents: If secured, details of security arrangements and documents

6. Principal Terms and Conditions: Detailed commercial terms of the bonds

7. Form of Transfer Instrument: Template for transferring the bonds between holders

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

Financial Services

Technology

Manufacturing

Real Estate

Healthcare

Energy

Infrastructure

Telecommunications

Consumer Goods

Professional Services

Relevant Teams

Legal

Finance

Treasury

Corporate Secretarial

Compliance

Risk Management

Corporate Development

Board of Directors

Investment Banking

Capital Markets

Relevant Roles

Chief Financial Officer

Chief Executive Officer

Finance Director

Corporate Treasurer

Legal Counsel

Company Secretary

Investment Manager

Corporate Finance Manager

Financial Controller

Compliance Officer

Board Director

Investment Banker

Bond Trustee Officer

Securities Lawyer

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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