Loan To Equity Conversion Agreement Template for South Africa

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Key Requirements PROMPT example:

Loan To Equity Conversion Agreement

"I need a Loan To Equity Conversion Agreement for a South African tech startup where a R5 million loan from an angel investor will convert to 15% equity shares, with the conversion to be triggered automatically if we secure Series A funding by March 2025."

Document background
The Loan To Equity Conversion Agreement is utilized when a company seeks to restructure its debt obligations by converting them into equity shares, typically in scenarios of corporate restructuring, debt optimization, or financial distress. This document is crucial in South African business transactions where debt-to-equity conversions are implemented as part of capital restructuring strategies. It must comply with South African legislation, particularly the Companies Act 71 of 2008, tax laws, and exchange control regulations. The agreement details the conversion mechanics, share valuation methods, regulatory approvals, and post-conversion arrangements. It's particularly relevant in cases where companies aim to strengthen their balance sheets, reduce debt burden, or when lenders seek to take an equity position in the business. The document addresses specific South African regulatory requirements, including Companies and Intellectual Property Commission (CIPC) filings and, where applicable, South African Reserve Bank approvals.
Suggested Sections

1. Parties: Identification of the Lender(s), Borrower (Company), and any other relevant parties to the agreement

2. Background: Details of the existing loan agreement, current debt position, and rationale for conversion

3. Definitions and Interpretation: Key terms used in the agreement, including financial definitions, conversion-related terms, and interpretation rules

4. Loan Amount and Status: Confirmation of the outstanding loan amount eligible for conversion and its current status

5. Conversion Terms: Core terms governing the conversion, including conversion ratio, price, or formula

6. Conversion Mechanism: Detailed process and procedures for implementing the conversion

7. Conditions Precedent: Prerequisites that must be satisfied before conversion can take place

8. Representations and Warranties: Statements of fact and assurances from both parties regarding their capacity and authority

9. Implementation: Steps to be taken to effect the conversion, including corporate actions and documentation

10. Post-Conversion Rights: Rights attached to the shares post-conversion and any special rights retained by the converting lender

11. Tax Provisions: Allocation of tax liabilities and responsibilities arising from the conversion

12. Costs: Allocation of costs related to the conversion process

13. Notices: Communication protocols between parties

14. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement

Optional Sections

1. Security Arrangements: Required if any security over assets is to be retained post-conversion or new security is to be created

2. Shareholder Rights: Include if specific shareholder rights are to be granted beyond standard rights attached to the share class

3. Board Representation: Include if the converting lender is to receive board representation rights

4. Anti-dilution Provisions: Include if protection against future share issuances is required

5. Tag-Along and Drag-Along Rights: Include if these exit rights are to be granted to the converting lender

6. Regulatory Compliance: Required if the conversion triggers any regulatory approval requirements

7. Foreign Exchange Provisions: Required if the transaction involves cross-border elements

8. Put and Call Options: Include if either party requires future exit mechanisms

Suggested Schedules

1. Existing Loan Agreement: Copy or details of the original loan agreement being converted

2. Conversion Calculations: Detailed formula and examples of conversion calculations

3. Form of Conversion Notice: Template notice for exercising conversion rights

4. New Shareholding Structure: Pre and post-conversion shareholding details

5. Required Corporate Resolutions: Templates of necessary board and shareholder resolutions

6. New Share Certificates: Form of share certificates to be issued post-conversion

7. Amendments to Company Documents: Required changes to company's memorandum of incorporation or other constitutional documents

8. Regulatory Filings: Templates of required regulatory notifications and filings

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

Financial Services

Banking

Private Equity

Investment Management

Technology

Manufacturing

Mining

Real Estate

Telecommunications

Healthcare

Retail

Energy

Infrastructure

Agriculture

Professional Services

Relevant Teams

Legal

Finance

Treasury

Corporate Finance

Compliance

Risk Management

Tax

Company Secretarial

Board of Directors

Executive Management

Investment

Corporate Development

Relevant Roles

Chief Financial Officer

Financial Director

Legal Counsel

Corporate Lawyer

Investment Manager

Company Secretary

Chief Executive Officer

Treasury Manager

Finance Manager

Compliance Officer

Risk Manager

Corporate Finance Director

Restructuring Officer

Investment Banker

Private Equity Manager

Tax Director

Board Director

Commercial Director

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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