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Standby Equity Purchase Agreement

Standby Equity Purchase Agreement Template for Indonesia

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Key Requirements PROMPT example:

Standby Equity Purchase Agreement

"I need a Standby Equity Purchase Agreement for an Indonesian technology company seeking a USD 50 million commitment from a Singapore-based investment fund, with quarterly drawdown options starting from March 2025."

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Document background
The Standby Equity Purchase Agreement (SEPA) is a strategic financing instrument commonly used in Indonesian capital markets to provide companies with flexible access to equity funding. This document is typically employed when a company seeks to secure a reliable source of future capital without immediate dilution, while ensuring compliance with Indonesian regulatory requirements, particularly OJK regulations. The agreement becomes relevant when companies anticipate future capital needs but prefer to maintain control over the timing and amount of equity issuance. It includes comprehensive provisions for share pricing, issuance mechanics, regulatory compliance, and investor rights, tailored to the Indonesian legal framework. The document is particularly valuable for growing companies looking to fund expansion plans, working capital needs, or strategic initiatives while maintaining financial flexibility.
Suggested Sections

1. Parties: Identification of the issuing company and the investor, including registration details and addresses

2. Background: Context of the agreement, company's capital structure, and purpose of the SEPA

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

4. Purchase Commitment: Core terms of the standby purchase commitment, including maximum commitment amount and duration

5. Drawdown Mechanics: Procedures for issuing drawdown notices and implementing purchase obligations

6. Pricing Mechanism: Formula and procedures for determining the purchase price of shares

7. Conditions Precedent: Conditions that must be satisfied before the agreement becomes effective

8. Representations and Warranties: Statements of fact and assurances from both parties

9. Covenants: Ongoing obligations of both parties during the agreement term

10. Regulatory Compliance: Obligations regarding Indonesian law compliance, including OJK regulations

11. Events of Default: Circumstances constituting default and consequences

12. Termination: Conditions and procedures for ending the agreement

13. Confidentiality: Protection of confidential information and trade secrets

14. Notices: Communication procedures between parties

15. Governing Law and Dispute Resolution: Choice of Indonesian law and dispute resolution mechanisms

16. General Provisions: Standard boilerplate clauses including amendments, assignments, and severability

Optional Sections

1. Foreign Investment Provisions: Required when investor is foreign, addressing Indonesia's foreign investment regulations

2. Currency and Exchange Rate: Needed when transaction involves foreign currency considerations

3. Tax Provisions: Detailed tax arrangements when specific tax structures are required

4. Share Restriction Agreement: Additional restrictions on share transfers or voting rights

5. Anti-dilution Protection: Protections for investor against dilution of shareholding

6. Registration Rights: Rights regarding registration of shares for public trading

7. Board Observer Rights: Provisions granting investor rights to observe board meetings

8. Market Stand-off Agreement: Restrictions on share sales during specified periods

Suggested Schedules

1. Schedule 1 - Drawdown Notice Form: Template for issuing drawdown notices under the agreement

2. Schedule 2 - Pricing Calculation Examples: Detailed examples of how share price will be calculated

3. Schedule 3 - Conditions Precedent Documents: List of required documents and conditions to be satisfied

4. Schedule 4 - Company Information: Detailed corporate information and capital structure

5. Schedule 5 - Compliance Certificates: Templates for various compliance certificates

6. Appendix A - Board and Shareholder Resolutions: Required corporate approvals for the agreement

7. Appendix B - Regulatory Approvals: Copies of relevant OJK and other regulatory approvals

8. Appendix C - Legal Opinions: Required legal opinions from Indonesian counsel

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 | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions



























































Clauses






























Relevant Industries

Financial Services

Technology

Manufacturing

Real Estate

Infrastructure

Mining

Energy

Healthcare

Telecommunications

Consumer Goods

Renewable Energy

Agriculture

Transportation

Retail

Relevant Teams

Legal

Finance

Corporate Secretary

Treasury

Compliance

Risk Management

Corporate Development

Investor Relations

Board Office

Capital Markets

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Secretary

Legal Counsel

Investment Director

Finance Director

Compliance Officer

Corporate Development Manager

Treasury Manager

Investment Relations Manager

Board of Directors

Board of Commissioners

Financial Controller

Risk Manager

Capital Markets Director

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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