Rights Issue Sub-Underwriting Summary Letter
Publisher one
Genie AIJurisdiction
England and WalesCost
Free to useRelevant sectors
Type of legal document
📃 Sub-underwriting agreementBusiness activity
Sub-underwriting agreementA sub-underwriting agreement is a contract between a primary underwriter and a sub-underwriter that sets forth the terms and conditions under which the sub-underwriter agrees to take on some or all of the risk associated with an offering of securities. The agreement will typically specify the maximum amount of risk that the sub-underwriter is willing to assume, as well as the compensation that the sub-underwriter will receive for assuming that risk.
In a rights issue, a company offers its existing shareholders the opportunity to purchase additional shares in proportion to their existing shareholding. Sub-underwriting is a practice where a third-party agrees to purchase any shares that are not taken up by existing shareholders in a rights issue, thereby providing a financial guarantee to the issuing company.
This template letter provides a comprehensive summary of the sub-underwriting agreement under the jurisdiction of UK law, detailing the rights and obligations of both the issuing company and the sub-underwriter. It may cover various essential aspects such as the terms of the sub-underwriting arrangement, the number of shares involved, the subscription price, deadlines, payment schedules, and any potential limitations or conditions associated with the sub-underwriting agreement.
Furthermore, the template may outline the legal responsibilities and liabilities of each party involved, including any indemnification clauses or dispute resolution mechanisms in case of disagreements or defaults. It may also provide details regarding the allocation of fees, expenses, or commissions relating to the sub-underwriting transaction.
Overall, this legal template aims to serve as a concise and standardized summary of the sub-underwriting agreement within the framework of UK legislation, allowing both parties to understand their respective roles and responsibilities more effectively while ensuring compliance with legal requirements.
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The completion agenda included in this template outlines the essential steps that need to be taken to finalize the transfer of shares from the seller to the buyer. It covers various tasks, considerations, and legal requirements that are necessary to complete the transaction successfully and in compliance with UK laws and regulations.
The template may include sections that address the following key components:
1. Introduction: Provides an overview of the share purchase transaction, including the names of the parties involved, the number of shares to be acquired, and the purchase price.
2. Pre-Completion Matters: Outlines the tasks that need to be completed before the official completion of the share purchase. These may include obtaining necessary consents, approvals, and waivers, as well as undertaking any necessary due diligence or legal checks.
3. Completion Mechanism: Specifies the mechanics of the completion process, including the place, date, and time of completion, as well as the required documents and deliverables for both parties.
4. Physical Transfer of Share Certificates: Describes the process for physically handing over the share certificates from the seller to the buyer, ensuring proper verification and documentation of the transfer.
5. Payment and Purchase Price Adjustments: Details the methods and timing of the payment of the purchase price, including adjustment mechanisms, such as working capital adjustments or earn-out provisions, if applicable.
6. Transfer of Control and Ownership: Outlines the transfer of control and ownership of the company's shares, ensuring compliance with legal formalities, including shareholder resolutions, director appointments, and regulatory filings.
7. Post-Completion Obligations: Specifies any post-completion obligations, such as notifications to regulatory authorities, statutory filings, or any ongoing obligations related to warranties, indemnities, or non-compete clauses.
8. Confidentiality and Non-Disclosure: Includes provisions relating to the protection of sensitive and confidential information that may have been shared during the share purchase process.
This template aims to provide a comprehensive and structured framework for ensuring a smooth and legally compliant completion of share purchases under UK law. However, it is essential to tailor and review the template to fit the specific circumstances of each share purchase transaction, considering the involvement of legal professionals and advisors as necessary.
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The template serves as a guide to ensure that both the buyer and the seller understand and fulfill their respective responsibilities throughout the acquisition process. It covers important details such as the identification and description of the assets being purchased, the purchase price and terms of payment, and any conditions or contingencies that must be met before completion.
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Overall, the Completion Agenda For Asset Purchases (Domestic) template aims to establish a clear and legally sound framework for both parties to execute and finalize an asset purchase under UK law, ensuring the smooth transition of ownership and minimizing potential disputes or legal issues.