Convertible Bond Subscription Agreement Template for Singapore

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Key Requirements PROMPT example:

Convertible Bond Subscription Agreement

"Need a Convertible Bond Subscription Agreement for our Series B funding round, where we're issuing SGD 5 million in convertible bonds to three institutional investors, with a 5% interest rate and conversion rights exercisable from January 2025."

Document background
The Convertible Bond Subscription Agreement is typically used when companies seek to raise capital while offering investors the flexibility to convert their investment into equity. This document is particularly relevant in the Singapore market, where it must comply with the Securities and Futures Act and MAS regulations. It details the subscription terms, conversion rights, interest payments, and maturity dates, while incorporating Singapore-specific regulatory requirements and market practices. The agreement is commonly used for growth financing, bridge funding, or as part of larger financing rounds, providing companies with debt financing that can later convert to equity under specified conditions.
Suggested Sections

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

2. Background: Context of the bond issuance and purpose

3. Definitions: Key terms used throughout the agreement

4. Subscription: Terms of subscription including amount, price, and closing conditions

5. Bond Terms: Interest rate, maturity, repayment terms

6. Conversion Rights: Conversion mechanism, price, and timing

7. Representations and Warranties: Standard assurances from both parties

8. Events of Default: Circumstances constituting default and consequences

Optional Sections

1. Security: Details of security arrangement when bonds are secured by assets

2. Transferability: Restrictions on transfer of bonds when transfer limitations are required

3. Tag-Along Rights: Rights of bondholders in case of share sale, typically requested by institutional investors

Suggested Schedules

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

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

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

4. Term Sheet: Summary of key commercial terms

5. Disclosure Schedule: Exceptions to representations and warranties

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
Industries

Securities and Futures Act (Cap. 289): Primary legislation governing securities offerings, trading, prospectus requirements and exemptions, and licensing requirements in Singapore

Companies Act (Cap. 50): Core legislation covering provisions for securities issuance, corporate governance requirements, and regulations on share capital and debentures

Financial Advisers Act (Cap. 110): Legislation governing financial advisory services and licensing requirements for advisers in Singapore

MAS Guidelines: Regulatory framework issued by Monetary Authority of Singapore covering securities offering guidelines, prospectus requirements, and investment product regulations

SGX Listing Rules: Rules applicable to listed companies covering disclosure requirements and corporate governance standards

Moneylenders Act: Legislation governing interest rate regulations and moneylending activities in Singapore

Income Tax Act: Tax legislation relevant for treatment of convertible securities and related income

Stamp Duties Act: Legislation governing stamp duties applicable to security instruments and transfers

AML Regulations: Anti-Money Laundering regulations requiring compliance in securities transactions

KYC Requirements: Know Your Customer requirements for verification and due diligence of investors

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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