Note Subscription Agreement Template for South Africa

The Note Subscription Agreement is a crucial document in South African debt capital markets, used when companies or institutions seek to raise funding through the issuance of debt instruments. This agreement is particularly relevant in the context of both public and private note issuances, structured in compliance with South African financial markets legislation and regulations. The document serves as the primary contractual framework governing the relationship between the issuer and subscriber(s), detailing critical aspects such as subscription mechanics, payment terms, conditions precedent, representations and warranties, and events of default. The agreement must align with requirements under the Companies Act 71 of 2008, Financial Markets Act 19 of 2012, and where applicable, exchange control regulations. It's commonly used in various financing structures, from simple corporate notes to complex structured finance transactions, and can accommodate both listed and unlisted notes.

1. Parties: Identification of the Issuer and the Subscriber(s), including their full legal names, registration numbers, and addresses

2. Background: Context of the note issuance, including the Issuer's intention to issue notes and the Subscriber's intention to subscribe

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

4. Subscription: Core terms of the subscription, including amount, price, and commitment details

5. Issue and Payment: Mechanics and timing of note issuance and payment procedures

6. Conditions Precedent: Conditions that must be satisfied before the subscription becomes effective

7. Representations and Warranties: Standard and specific representations and warranties from both Issuer and Subscriber

8. Covenants: Ongoing obligations of the Issuer and Subscriber during the term of the notes

9. Events of Default: Circumstances constituting default and consequences thereof

10. Interest and Redemption: Terms regarding interest payments and redemption of the notes

11. Transferability: Provisions governing the transfer of notes and any restrictions thereon

12. Notices: Process and requirements for formal communications between parties

13. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and amendment procedures