Standby Equity Purchase Agreement Template for Singapore

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Key Requirements PROMPT example:

Standby Equity Purchase Agreement

"Need a Standby Equity Purchase Agreement for a Singapore-listed technology company, where the investor will commit to purchase up to SGD 50 million of shares over 24 months starting March 2025, with a maximum draw down of SGD 5 million per month."

Document background
A Standby Equity Purchase Agreement (SEPA) is utilized when companies require flexible access to equity capital without immediate dilution. This agreement, governed by Singapore law, provides companies with the option to raise capital by issuing shares to a committed investor on an as-needed basis. The SEPA establishes the terms, conditions, and pricing mechanism for such share issuances, while ensuring compliance with Singapore's regulatory framework, including the Securities and Futures Act and MAS guidelines. It's particularly valuable for companies seeking to maintain strategic control over their capital raising timeline while securing a reliable funding source.
Suggested Sections

1. Parties: Identification of the company (issuer) and the investor (purchaser)

2. Background: Context of the agreement and basic transaction structure

3. Definitions: Key terms including Commitment Amount, Draw Down Notice, Purchase Price, etc.

4. Purchase Commitment: Core obligation of investor to purchase shares upon draw down

5. Draw Down Mechanics: Process and conditions for issuing draw down notices

6. Pricing Mechanism: Formula for determining share purchase price

7. Conditions Precedent: Requirements before agreement becomes effective

8. Representations and Warranties: Standard assurances from both parties

9. Covenants: Ongoing obligations of the parties

Optional Sections

1. Registration Rights: Rights to register shares for public trading when shares may need to be registered for trading

2. Anti-dilution Provisions: Protection against share value dilution, typically included when requested by investor

3. Board Observer Rights: Investor's right to observe board meetings, typically included for larger investments

Suggested Schedules

1. Form of Draw Down Notice: Standard template for issuing draw down notices

2. Calculation of Purchase Price: Detailed pricing formula and examples

3. Disclosure Schedule: Exceptions to representations and warranties

4. Required Approvals: List of regulatory and corporate approvals needed

5. Form of Compliance Certificate: Template for confirming compliance with conditions

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

Securities and Futures Act (SFA): Primary legislation governing securities offerings, market conduct, disclosure requirements, and licensing requirements in Singapore. Essential for structuring the SEPA's securities aspects.

Companies Act: Fundamental legislation covering share issuance provisions, capital maintenance rules, directors' duties, and corporate governance requirements for Singapore companies.

MAS Guidelines and Regulations: Regulatory framework established by the Monetary Authority of Singapore that provides specific guidelines for financial instruments and securities transactions.

SGX Listing Rules: If the company is listed, Singapore Exchange rules governing listed companies' obligations and requirements for equity-related transactions.

Code of Corporate Governance: Guidelines for corporate governance practices in Singapore, important for ensuring proper corporate decision-making in equity transactions.

Contract Act: Legislation governing general contractual principles in Singapore, fundamental for the basic structure and enforceability of the agreement.

Financial Advisers Act: Regulations governing financial advisory services, relevant if financial advisory services are involved in the SEPA arrangement.

AML/CFT Regulations: Anti-Money Laundering and Countering Financing of Terrorism regulations to ensure compliance in financial transactions.

Personal Data Protection Act: Legislation governing the collection, use, and disclosure of personal data, relevant for handling confidential information in the agreement.

Registration Requirements: Various filing and registration obligations with relevant Singapore authorities for equity purchase agreements.

Disclosure Obligations: Requirements for transparent disclosure of material information related to the equity purchase arrangement.

Prospectus Requirements: Rules governing the need for and possible exemptions from prospectus requirements for equity offerings in Singapore.

Share Issuance Limits: Regulatory limits and requirements governing the issuance of new shares by Singapore companies.

Foreign Ownership Restrictions: Regulations governing foreign ownership of shares in Singapore companies, if applicable to the transaction.

Competition Law: Competition law considerations that may affect equity purchase arrangements, particularly for larger transactions.

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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