A Redeemable Preference Share Agreement is a crucial document used when companies seek to raise capital through the issuance of preference shares while maintaining the ability to redeem these shares in the future. This agreement is particularly relevant in the Australian corporate landscape, where it must comply with the Corporations Act 2001 and ASIC regulations. It provides a flexible financing instrument that offers investors preferential rights to dividends and capital returns while giving the issuing company the option to redeem the shares under specified conditions. The document typically includes detailed provisions on dividend rights, redemption mechanisms, voting rights, and investor protections, making it suitable for sophisticated capital raising arrangements where traditional debt or ordinary equity may not be optimal.
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1. Parties: Identifies the company issuing the preference shares and the preference shareholder(s)
2. Background: Contextual information about the company, the purpose of issuing preference shares, and any relevant corporate approvals
3. Definitions and Interpretation: Defines key terms used throughout the agreement and sets out interpretation principles
4. Issue of Preference Shares: Details of the preference shares being issued, including number, class, and issue price
5. Rights Attaching to Preference Shares: Core rights of the preference shares, including dividend rights, capital rights, and ranking
6. Dividend Terms: Specific provisions regarding dividend calculations, declaration, payment timing, and any restrictions
7. Redemption Rights: Detailed mechanics for share redemption, including timing, price, and process
8. Company Obligations: Ongoing obligations of the company regarding the preference shares
9. Shareholder Obligations: Ongoing obligations of the preference shareholders
10. Events of Default: Circumstances constituting default and consequences
11. Notices: Requirements for giving formal notices under the agreement
12. General Provisions: Standard boilerplate provisions including governing law, jurisdiction, and amendments
1. Voting Rights: Include when preference shares carry voting rights beyond statutory requirements
2. Conversion Rights: Include when shares can be converted to ordinary shares or other securities
3. Tag-Along Rights: Include when preference shareholders have rights to participate in sales by other shareholders
4. Drag-Along Rights: Include when majority shareholders can force minority shareholders to join in a sale
5. Anti-Dilution Protection: Include when preference shareholders are protected against dilution from new share issues
6. Information Rights: Include when preference shareholders have special rights to company information
7. Board Appointment Rights: Include when preference shareholders have rights to appoint directors
8. Change of Control Provisions: Include when specific provisions apply upon change of control
1. Schedule 1 - Share Terms: Detailed terms and conditions of the preference shares
2. Schedule 2 - Form of Redemption Notice: Prescribed form for giving notice of redemption
3. Schedule 3 - Company Constitution Amendments: Any required amendments to the company's constitution
4. Schedule 4 - Calculations: Detailed methodology for calculating dividends, redemption amounts, or conversion ratios
5. Schedule 5 - Deed of Accession: Form for new preference shareholders to agree to the terms
6. Appendix A - Corporate Details: Company details, shareholding structure, and relevant corporate approvals
7. Appendix B - Completion Requirements: Requirements for completing the preference share issue
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