Debenture Subscription Agreement Template for Malaysia

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Key Requirements PROMPT example:

Debenture Subscription Agreement

"Need a Debenture Subscription Agreement for our real estate development company to issue secured debentures worth RM 50 million to a consortium of three institutional investors, with a 5-year maturity period and 6% annual interest rate, to be completed by March 2025."

Document background
The Debenture Subscription Agreement is a crucial document used in Malaysian corporate finance when a company seeks to raise capital through the issuance of debt securities (debentures). It is commonly utilized when companies require substantial funding for expansion, project financing, or working capital needs. The agreement must comply with Malaysian regulatory requirements, including those set by the Securities Commission and requirements under the Companies Act 2016. It outlines the complete relationship between the issuer and subscriber(s), including subscription terms, payment mechanics, representations and warranties, covenants, and default provisions. This document is particularly important in the Malaysian context as it must address local security creation, registration requirements, and stamp duty considerations.
Suggested Sections

1. Parties: Identification of the issuer, subscriber(s), and any other relevant parties such as the debenture trustee

2. Background: Context of the debenture issuance, including corporate approvals obtained and purpose of the issuance

3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement

4. Subscription and Issue: Terms of subscription, payment obligations, and conditions for issuance of debentures

5. Conditions Precedent: Conditions that must be satisfied before the subscription obligation becomes effective

6. Representations and Warranties: Statements of fact and assurances from the issuer and subscriber

7. Covenants: Ongoing obligations of the issuer including financial covenants and reporting requirements

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

9. Interest and Redemption: Terms regarding interest payments and redemption of debentures

10. Transferability: Provisions governing the transfer of debentures

11. Notices: Process for giving notices under the agreement

12. Governing Law and Jurisdiction: Malaysian law as governing law and jurisdiction for disputes

13. General Provisions: Standard boilerplate clauses including amendments, waivers, and severability

Optional Sections

1. Security: Details of security provided for the debentures - included for secured debentures only

2. Trustee Provisions: Provisions relating to the appointment, powers, and duties of the debenture trustee - included when using a trust structure

3. Conversion Rights: Terms of conversion if the debentures are convertible into shares

4. Series Provisions: Additional provisions for debentures issued as part of a series

5. Tax Provisions: Detailed tax provisions if specific tax treatments or withholding requirements apply

6. Meeting Provisions: Procedures for debenture holders' meetings - typically included for widely held debentures

7. Registration and Depository: Provisions regarding registration with central depository if debentures are to be traded

Suggested Schedules

1. Terms of Debentures: Detailed terms and conditions of the debentures including face value, interest rate, maturity date

2. Form of Debenture Certificate: Specimen of the debenture certificate to be issued

3. Conditions Precedent Documents: List of documents required as conditions precedent

4. Financial Covenants: Detailed financial ratios and covenants to be maintained

5. Form of Transfer Instrument: Template for instrument of transfer for the debentures

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

7. Security Documents: Forms of security documents if applicable

8. Regulatory Approvals: Copies of approvals from Securities Commission and other regulatory bodies

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

Banking & Financial Services

Real Estate & Property Development

Infrastructure & Construction

Manufacturing

Energy & Utilities

Telecommunications

Mining & Resources

Transportation & Logistics

Healthcare

Technology

Relevant Teams

Legal

Finance

Treasury

Compliance

Risk Management

Corporate Secretarial

Corporate Development

Investment

Board of Directors

Executive Management

Relevant Roles

Chief Financial Officer

Finance Director

Treasury Manager

Legal Counsel

Company Secretary

Investment Manager

Compliance Officer

Corporate Finance Manager

Risk Manager

Business Development Director

Portfolio Manager

Investment Banker

Financial Controller

Board Director

Chief Executive Officer

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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