The Standby Equity Purchase Agreement (SEPA) is a sophisticated financing instrument used in the Hong Kong market when a listed company seeks to establish a flexible funding arrangement with an institutional investor. It provides the company with the right, but not the obligation, to issue new shares to the investor over a specified period, subject to agreed terms and conditions. This type of agreement is particularly valuable for companies requiring periodic access to capital without the immediate dilution of a traditional placement. The document must comply with Hong Kong securities regulations, listing rules, and corporate laws, including requirements from the Securities and Futures Commission and the Hong Kong Stock Exchange. It typically includes detailed provisions on pricing mechanisms, drawdown procedures, regulatory compliance, and investor protections.
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1. Parties: Identification of the Company (issuer) and the Investor (purchaser)
2. Background: Context of the agreement, including company status, listing details, and purpose of the arrangement
3. Definitions and Interpretation: Definitions of key terms and interpretation rules
4. Purchase Commitment: Core terms of the standby purchase commitment, including maximum commitment amount
5. Drawdown Mechanics: Procedures for issuing drawdown notices and completing purchases
6. Pricing Mechanism: Formula and procedures for determining the purchase price of shares
7. Conditions Precedent: Conditions that must be satisfied before purchases can occur
8. Representations and Warranties: Standard and transaction-specific representations by both parties
9. Company Covenants: Ongoing obligations of the company during the agreement term
10. Investor Covenants: Ongoing obligations of the investor during the agreement term
11. Compliance Requirements: Regulatory compliance obligations, including disclosure requirements
12. Term and Termination: Duration of agreement and termination rights
13. Events of Default: Circumstances constituting default and consequences
14. Confidentiality: Confidentiality obligations and permitted disclosures
15. Notices: Communication procedures between parties
16. General Provisions: Standard boilerplate provisions including governing law, jurisdiction, amendments
1. Security Arrangements: Required if any security is provided for the purchase commitment
2. Registration Rights: Include if the investor requires specific rights to register shares for resale
3. Board Rights: Include if the investor is granted board representation or observer rights
4. Anti-dilution Protection: Include if the investor requires protection against dilution
5. Placement Agent Provisions: Required if a placement agent is involved in the transaction
6. Lock-up Provisions: Include if there are restrictions on share transfers or sales
7. Most Favored Nation Clause: Include if the investor requires protection against better terms being offered to others
8. Force Majeure: Optional expanded provisions for extraordinary events affecting performance
1. Form of Drawdown Notice: Template for company to request share purchases
2. Pricing Calculation Examples: Detailed examples of how share price will be calculated
3. Conditions Precedent Documents: List of required documents and certificates
4. Company Information: Detailed company information including capital structure
5. Form of Compliance Certificate: Template for periodic compliance certification
6. Disclosure Schedule: Exceptions to representations and warranties
7. Required Regulatory Approvals: List of necessary regulatory approvals and status
8. Form of Legal Opinions: Required format for legal opinions
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