Redeemable Preference Share Agreement Template for Singapore

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Key Requirements PROMPT example:

Redeemable Preference Share Agreement

"Need a Redeemable Preference Share Agreement for our Singapore fintech startup issuing Series B preference shares worth SGD 5 million, with redemption rights exercisable after March 2025 and a 6% annual dividend rate."

Document background
The Redeemable Preference Share Agreement is a crucial document for Singapore companies seeking to raise capital while maintaining flexibility in their shareholding structure. It is commonly used when companies need to attract investors with preferential rights while retaining the option to redeem shares at a later date. The agreement must comply with Singapore's Companies Act (Cap. 50) and relevant regulatory frameworks, particularly sections 70 and 75 regarding preference shares and redemption rights. The document typically includes detailed provisions on dividend rights, voting rights, redemption mechanisms, and capital distribution priorities, making it essential for structured investments and corporate restructuring.
Suggested Sections

1. Parties: Identification of the company and preference shareholders

2. Background: Context of the preference share issuance and company structure

3. Definitions: Key terms used throughout the agreement

4. Share Terms: Core terms including nominal value, dividend rights, and voting rights

5. Redemption Rights: Terms and conditions for share redemption including timing, price, and procedure

6. Priority Rights: Rights in relation to other share classes, including dividend and capital distribution priority

7. Transfer Restrictions: Limitations and conditions on transfer of preference shares

8. Representations and Warranties: Standard company and shareholder representations

9. Notices: Communication requirements and procedures

10. Governing Law and Jurisdiction: Singapore law provisions and jurisdiction for disputes

Optional Sections

1. Conversion Rights: Optional terms for converting preference shares to ordinary shares

2. Anti-dilution Provisions: Protection mechanisms against share value dilution, typically included for larger investments

3. Tag-Along Rights: Rights allowing preference shareholders to join in sale of shares, relevant for minority protection

4. Information Rights: Rights to receive company financial and operational information

5. Board Representation: Rights to appoint directors to the company board

Suggested Schedules

1. Share Certificate Template: Form of preference share certificate to be issued

2. Redemption Notice: Template notice for exercising redemption rights

3. Shareholder Details: List of preference shareholders and their respective holdings

4. Company Constitution Extracts: Relevant sections of company constitution relating to preference shares

5. Calculation of Redemption Price: Formula and examples for calculating redemption price

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
Industries

Companies Act (Cap. 50) - Section 70: Primary legislation governing the issuance and regulation of preference shares in Singapore

Companies Act (Cap. 50) - Section 70A: Defines and regulates the specific rights of preference shareholders

Companies Act (Cap. 50) - Section 75: Specifies the legal authority and conditions for companies to issue redeemable preference shares

Companies Act (Cap. 50) - Section 76: Outlines the legal restrictions and requirements for redemption of preference shares

Securities and Futures Act (Cap. 289): Regulates securities offerings and trading, including preference shares if they are offered to the public

Companies (Model Constitutions) Regulations: Provides standard constitutional provisions that may affect preference share terms

Company Constitution/Articles of Association: Company's foundational document that must authorize and govern preference share issuance

MAS Guidelines: Monetary Authority of Singapore's regulatory guidelines affecting preference share issuance and trading

SGX Listing Rules: Singapore Exchange requirements for listed companies issuing preference shares

Singapore Financial Reporting Standards (SFRS): Accounting standards governing the treatment and reporting of preference shares

Capital Maintenance Rules: Legal requirements ensuring company maintains adequate capital during share redemption

Dividend Rights Regulations: Rules governing the payment of dividends to preference shareholders

Voting Rights Provisions: Legal framework defining voting rights of preference shareholders

Transfer Restriction Rules: Regulations governing the transfer of preference shares between parties

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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