Direct Placement Agreement Template for Nigeria

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Key Requirements PROMPT example:

Direct Placement Agreement

"I need a Direct Placement Agreement for a Nigerian technology company issuing preferred shares to three foreign institutional investors, with specific provisions for foreign exchange considerations and quarterly dividend payments, targeting completion by March 2025."

Document background
The Direct Placement Agreement is a crucial document used in Nigerian private capital markets when companies wish to raise capital by issuing securities directly to specific investors without a public offering. This agreement type is particularly relevant when companies need to raise substantial capital quickly while maintaining control over their investor base. The document must comply with Nigerian securities laws, particularly the Investment and Securities Act 2007 and SEC regulations. It contains detailed provisions covering the placement terms, regulatory compliance requirements, investor qualifications, and transaction mechanics. Direct Placement Agreements are commonly used for both equity and debt securities and can be particularly useful for companies seeking strategic investors or looking to avoid the complexities of a public offering. The agreement must address specific Nigerian regulatory requirements, including SEC approvals, foreign investment restrictions if applicable, and corporate authorization requirements under CAMA 2020.
Suggested Sections

1. Parties: Identification of the issuer company and the placee(s)

2. Background: Context of the placement, including company overview and purpose of the placement

3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation

4. The Placement: Details of the securities being placed, including type, quantity, and price

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

6. Subscription and Payment Terms: Process and timing for subscription and payment for the placed securities

7. Closing Mechanics: Detailed procedure for completing the placement transaction

8. Representations and Warranties: Statements of fact and assurances from both parties

9. Issuer Undertakings: Ongoing obligations of the issuer company

10. Placee Undertakings: Obligations and commitments of the placee

11. Regulatory Compliance: Compliance with SEC rules and other applicable regulations

12. Confidentiality: Provisions regarding confidential information

13. Termination: Circumstances under which the agreement can be terminated

14. Notices: Process for formal communications between parties

15. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, etc.

Optional Sections

1. Lock-up Provisions: Restrictions on selling the placed securities for a specified period - include when required by regulators or negotiated by parties

2. Foreign Investment Provisions: Special provisions for foreign investors - include when placee is not Nigerian

3. Tax Provisions: Detailed tax treatment and obligations - include when complex tax structures are involved

4. Registration Rights: Rights regarding future registration of securities - include when negotiated by placee

5. Anti-dilution Protection: Protection against future dilution - include when negotiated by placee

6. Tag-Along Rights: Rights to participate in future sales - include for minority investor protection

Suggested Schedules

1. Schedule 1 - Details of the Securities: Detailed description of the securities being placed

2. Schedule 2 - Conditions Precedent Documents: List of required documents and conditions to be satisfied

3. Schedule 3 - Form of Subscription Letter: Template for formal subscription notification

4. Schedule 4 - Closing Checklist: List of actions and documents required for closing

5. Schedule 5 - Corporate Information: Details of the issuer's corporate structure and capitalization

6. Appendix A - Required Regulatory Approvals: List of necessary regulatory approvals and their status

7. Appendix B - Form of Completion Certificate: Template for confirming completion of the placement

8. Appendix C - Transfer Restrictions: Details of any restrictions on transfer of the placed securities

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

Energy and Natural Resources

Manufacturing

Technology

Real Estate

Healthcare

Infrastructure

Telecommunications

Agriculture

Consumer Goods

Relevant Teams

Legal

Finance

Corporate Secretariat

Compliance

Treasury

Corporate Development

Risk Management

Investment Banking

Corporate Finance

Regulatory Affairs

Relevant Roles

Chief Financial Officer

General Counsel

Corporate Secretary

Investment Officer

Compliance Officer

Finance Director

Legal Director

Investment Banking Director

Corporate Finance Manager

Treasury Manager

Risk Manager

Company Secretary

Securities Lawyer

Investment Analyst

Corporate Development 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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