The Private Placement Agreement is a crucial document used in Malta for companies seeking to raise capital through private investment without pursuing a public offering. This agreement, governed by Maltese law and EU regulations, is typically employed when companies wish to issue securities to a limited number of sophisticated or professional investors. The document must comply with the Investment Services Act of Malta and related MFSA regulations, while also adhering to broader EU financial services directives. It contains detailed provisions covering investment terms, investor rights, company obligations, representations and warranties, and compliance requirements. Private Placement Agreements are particularly relevant in Malta's growing financial services sector and are structured to accommodate both domestic and international investors while maintaining compliance with Malta's robust regulatory framework.
Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.
Your data doesn't train Genie's AI
You keep IP ownership聽of your docs
1. Parties: Identification of the issuing company and the investor(s), including their full legal names, registration numbers, and registered addresses
2. Background: Context of the private placement, including the company's business, purpose of the placement, and any relevant corporate approvals
3. Definitions: Detailed definitions of key terms used throughout the agreement
4. Subscription and Issue: Details of the securities being issued, subscription price, and payment terms
5. Conditions Precedent: Conditions that must be satisfied before the placement becomes effective
6. Closing: Procedures and requirements for completing the transaction
7. Company Representations and Warranties: Company's statements about its legal status, authority, and business condition
8. Investor Representations and Warranties: Investor's confirmations regarding their status, investment intent, and compliance with applicable laws
9. Covenants: Ongoing obligations of the company and investors
10. Information Rights: Investor's rights to receive company information and financial reports
11. Transfer Restrictions: Limitations on the transfer of securities
12. Confidentiality: Provisions regarding the treatment of confidential information
13. Notices: Process for formal communications between parties
14. Governing Law and Jurisdiction: Specification of Maltese law as governing law and jurisdiction for disputes
15. General Provisions: Standard boilerplate clauses including amendments, waivers, and severability
1. Pre-emptive Rights: Rights of existing investors to participate in future funding rounds - include when investors request these rights
2. Tag-Along Rights: Rights of investors to join in sales by other shareholders - relevant for minority investor protection
3. Drag-Along Rights: Rights to force minority shareholders to join in a sale - include when requested by majority investors
4. Board Representation: Investor rights to appoint board members - include when investors are taking significant stakes
5. Anti-dilution Protection: Protection against dilution in future funding rounds - include for sophisticated investors
6. Redemption Rights: Rights of investors to require the company to repurchase their shares - include when specifically negotiated
7. Registration Rights: Rights related to future public offerings - include if there's potential for IPO
8. Most Favored Nation Clause: Protection ensuring investors get best terms offered to other investors - include for early-stage investments
1. Schedule 1 - Subscription Details: Detailed breakdown of securities being subscribed, including price, number of shares, and class of shares
2. Schedule 2 - Company Information: Key company details including capital structure, subsidiaries, and material contracts
3. Schedule 3 - Investor Questionnaire: Due diligence questionnaire confirming investor's eligibility and sophistication
4. Schedule 4 - Form of Share Certificate: Template for share certificates to be issued
5. Schedule 5 - Corporate Authorizations: Copies of board and shareholder resolutions approving the placement
6. Appendix A - Disclosure Schedule: Company disclosures against warranties and representations
7. Appendix B - Business Plan: Company's business plan and financial projections
8. Appendix C - AML Documentation Requirements: List of required documents for anti-money laundering compliance
Find the exact document you need
Memorandum Of Understanding For Business Partnership
A preliminary business partnership agreement under Maltese law that outlines the intended cooperation between parties and establishes the framework for their business relationship.
Download
Memorandum Of Agreement Moa
A formal agreement document under Maltese law that outlines mutual understanding and commitments between parties, ensuring compliance with local and EU regulations.
Download
Memorandum Of Intent
A preliminary agreement under Maltese law outlining parties' intentions for future business arrangements, specifying binding and non-binding provisions.
Download
Memorandum Of Interest
A preliminary non-binding document under Maltese law that outlines parties' mutual interests and potential business collaboration framework.
Download
Memorandum Of Lease
A formal lease agreement document under Maltese law that records property rental terms and conditions, compliant with Malta's Civil Code and registration requirements.
Download
Mou Collaboration Agreement
A Maltese law-governed framework document outlining terms for business collaboration, combining non-binding intentions with specific binding provisions.
Download
Memorandum Of Agreement
A formal agreement document under Maltese law that outlines mutual understanding and commitments between parties, establishing legally binding terms for collaboration or partnership.
Download
Memorandum Of Contract
A formal contract document under Maltese law that records essential terms and conditions of an agreement, typically requiring notarial authentication.
Download
Private Placement Agreement
A Maltese law-governed agreement for private securities offerings to selected investors, establishing investment terms and regulatory compliance requirements.
Download
骋别苍颈别鈥檚 Security Promise
Genie is the safest place to draft. Here鈥檚 how we prioritise your privacy and security.
Your documents are private:
We do not train on your data; 骋别苍颈别鈥檚 AI improves independently
All data stored on Genie is private to your organisation
Your documents are protected:
Your documents are protected by ultra-secure 256-bit encryption
We are ISO27001 certified, so your data is secure
Organizational security:
You retain IP ownership of your documents and their information
You have full control over your data and who gets to see it
.png)