The Share Subscription Agreement And Share Purchase Agreement is a vital document used in Nigerian corporate transactions where investors seek to acquire both newly issued shares and existing shares from current shareholders. This hybrid agreement is particularly relevant when companies need to raise fresh capital while also providing an exit opportunity for existing shareholders. The document must comply with Nigerian corporate law, particularly the Companies and Allied Matters Act (CAMA) 2020, and may require additional regulatory approvals depending on the transaction size and sector. It typically includes detailed provisions on valuation, payment mechanisms, representations and warranties, conditions precedent, and completion mechanics. This type of agreement is commonly used in private equity investments, venture capital transactions, and strategic corporate investments across various sectors in Nigeria.
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1. Parties: Identification of all parties to the agreement, including the Company, existing shareholders (sellers), and subscriber(s)/purchaser(s)
2. Background: Recitals explaining the context of the transaction, including current shareholding structure and intention of the parties
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation
4. Subscription and Purchase of Shares: Core transaction terms including number of shares, price per share, and total consideration
5. Conditions Precedent: Conditions that must be satisfied before completion of the transaction
6. Completion: Details of when, where, and how completion will take place, including actions required at completion
7. Payment Terms: Structure and timing of payments, including any deposit or escrow arrangements
8. Warranties and Representations: Warranties given by the company, existing shareholders, and subscribers/purchasers
9. Covenants: Pre and post-completion obligations of all parties
10. Share Rights: Description of the rights attached to the shares being subscribed for/purchased
11. Restrictions on Transfer: Limitations on future transfer of shares and any lock-up periods
12. Confidentiality: Obligations regarding confidential information and announcements
13. Notices: Process for giving formal notices under the agreement
14. Governing Law and Jurisdiction: Specification of Nigerian law as governing law and jurisdiction for disputes
15. Boilerplate Provisions: Standard clauses including severability, entire agreement, variation, and counterparts
1. Tag-Along and Drag-Along Rights: Optional provisions giving certain shareholders rights to join in or force participation in future sales, typically included for significant investments
2. Anti-dilution Protection: Protection for investors against future share issues at lower valuations, typically included for VC/PE investments
3. Board Representation: Rights of new shareholders to appoint directors, included when investors require board seats
4. Foreign Investment Provisions: Special provisions required for foreign investors, including NIPC compliance
5. Multiple Closings: Structure for phased investment with multiple completion dates
6. Regulatory Compliance: Special provisions for regulated industries or transactions requiring specific approvals
7. Put and Call Options: Rights for parties to force sale or purchase of shares under specific circumstances
8. Non-Competition and Non-Solicitation: Restrictions on competitive activities, typically included when sellers remain in the business
1. Share Capital and Shareholding Structure: Details of current and post-completion shareholding structure
2. Conditions Precedent: Detailed list of all conditions to be satisfied before completion
3. Completion Requirements: Detailed list of documents and actions required at completion
4. Warranties: Detailed warranties given by the parties
5. Company Information: Key information about the company including corporate documents, licenses, and material contracts
6. Disclosure Letter: Exceptions and qualifications to the warranties
7. Form of Share Certificate: Template for new share certificates to be issued
8. Board Resolutions: Form of board resolutions approving the transaction
9. Deed of Adherence: Form for new shareholders to adhere to existing shareholders' agreement if applicable
Relevant legal definitions
Clauses
Relevant Industries
Financial Services
Technology
Manufacturing
Real Estate
Energy and Natural Resources
Healthcare
Agriculture
Telecommunications
Consumer Goods
Professional Services
Infrastructure
Entertainment and Media
Education
Transportation and Logistics
Mining
Relevant Teams
Legal
Finance
Corporate Development
Investment
Compliance
Risk Management
Corporate Secretariat
Treasury
Board of Directors
Executive Management
Mergers and Acquisitions
Due Diligence
Corporate Strategy
Regulatory Affairs
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
Chief Investment Officer
Corporate Secretary
Investment Director
Legal Counsel
Corporate Lawyer
Investment Manager
Finance Director
Compliance Officer
Business Development Director
Portfolio Manager
Transaction Manager
Due Diligence Specialist
Corporate Finance Manager
Managing Partner
Board Director
Company Secretary
Regulatory Affairs Manager
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