The Bond Subscription Agreement is a crucial document in Nigerian capital markets transactions, used when an entity wishes to raise debt capital through the issuance of bonds. This agreement is essential for both public and private bond offerings in Nigeria, requiring compliance with the Investments and Securities Act 2007 and various SEC regulations. It outlines the complete terms of the bond subscription, including pricing, payment mechanics, representations and warranties, and conditions precedent. The document is particularly important as it forms the legal basis for the subscription relationship and ensures regulatory compliance in the Nigerian debt capital markets. Typically used in conjunction with a Trust Deed and various security documents (if the bonds are secured), the Bond Subscription Agreement serves as primary evidence of the subscriber's commitment to invest in the bonds and the issuer's obligation to allot them.
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1. Parties: Identification of the Issuer, Subscriber(s), and any other relevant parties such as the Trustee
2. Background: Context of the bond issuance, corporate approvals, and regulatory compliance
3. Definitions and Interpretation: Definitions of terms used in the agreement and interpretation rules
4. Subscription and Allotment: Terms of subscription, payment obligations, and allotment process
5. Conditions Precedent: Conditions that must be satisfied before the subscription becomes effective
6. Payment Terms: Details of payment mechanism, timing, and account details
7. Representations and Warranties: Statements of fact and assurances from both Issuer and Subscriber
8. Covenants: Ongoing obligations of the Issuer and Subscriber
9. Events of Default: Circumstances constituting default and consequences
10. Termination: Circumstances and process for terminating the agreement
11. Notices: Process and details for serving notices between parties
12. Governing Law and Jurisdiction: Nigerian law as governing law and jurisdiction for disputes
13. Miscellaneous: Standard boilerplate provisions including amendments, waivers, and severability
1. Security Arrangements: Required if the bonds are secured, detailing the security structure and enforcement mechanisms
2. Foreign Investment Provisions: Required for foreign subscribers, addressing foreign exchange and repatriation rights
3. Listing Provisions: Required if the bonds will be listed on a securities exchange
4. Tax Provisions: Detailed tax provisions required for complex structures or foreign investors
5. Multiple Classes: Required if there are different classes of bonds with different rights
6. Transfer Restrictions: Detailed transfer provisions if there are specific restrictions on bond transfers
7. Trustee Provisions: Enhanced trustee provisions if required by the structure or regulatory requirements
1. Bond Terms and Conditions: Detailed terms of the bonds including interest rates, maturity, and redemption rights
2. Form of Bond Certificate: Template of the physical or electronic bond certificate
3. Payment Schedule: Detailed schedule of payment dates and amounts
4. Corporate Authorizations: Copies of relevant corporate and regulatory approvals
5. Security Documents: If secured bonds, details of security arrangements and properties
6. KYC Requirements: List of required know-your-customer documentation
7. Form of Transfer Instrument: Template for transferring the bonds
8. Specified Offices: List of offices for notices and payments
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