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Private Placement Agent Agreement for the United Kingdom

Private Placement Agent Agreement Template for England and Wales

A Private Placement Agent Agreement is a legal contract governed by English and Welsh law that establishes the terms under which a placement agent will assist in raising capital through private placement of securities or fund interests. The agreement details the scope of services, compensation structure, regulatory compliance requirements, and the responsibilities of both parties while ensuring compliance with UK financial services regulations, including FSMA 2000 and FCA requirements.

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What is a Private Placement Agent Agreement?

The Private Placement Agent Agreement is essential when companies or funds seek to raise capital through private placement in the UK market. This document, governed by English and Welsh law, establishes the formal relationship between the issuer and the placement agent, detailing crucial elements such as marketing restrictions, compensation structures, and regulatory compliance requirements. It is particularly important given the strict regulatory framework in the UK, including FCA regulations and FSMA requirements. The agreement helps ensure that capital raising activities are conducted in compliance with applicable laws while protecting both parties' interests.

What sections should be included in a Private Placement Agent Agreement?

1. Parties: Identification of the placement agent and the company/fund

2. Background: Context of the agreement and basic understanding between parties

3. Definitions: Key terms used throughout the agreement

4. Appointment and Scope: Terms of appointment and services to be provided

5. Fees and Expenses: Compensation structure and reimbursable expenses

6. Representations and Warranties: Standard declarations from both parties

7. Regulatory Compliance: Obligations regarding regulatory requirements

8. Term and Termination: Duration and termination provisions

9. Confidentiality: Protection of confidential information

What sections are optional to include in a Private Placement Agent Agreement?

1. Marketing Restrictions: Specific limitations on marketing activities when dealing with specific jurisdictions or investor types

2. Indemnification: Additional protection provisions when requested by either party

3. Non-Compete: Restrictions on competing activities when exclusivity is required

4. Force Majeure: Provisions for unforeseen circumstances in long-term arrangements

What schedules should be included in a Private Placement Agent Agreement?

1. Fee Schedule: Detailed breakdown of fees and payment terms

2. Services Description: Detailed scope of services to be provided

3. Target Investors: List of potential investors or investor types

4. Marketing Materials: Approved marketing documents and guidelines

5. Compliance Procedures: Detailed regulatory compliance requirements

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

England and Wales

Cost

Free to use

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