The Subscription Agreement Private Placement is a crucial document used in Nigerian private securities offerings when companies seek to raise capital from a select group of investors without public distribution. This document is essential for compliance with Nigerian securities laws, particularly the Investment and Securities Act 2007 and SEC Rules governing private placements. It is typically used when companies want to issue shares, debentures, or other securities to qualified investors while maintaining confidentiality and avoiding the more stringent requirements of a public offering. The agreement details the subscription terms, investor qualifications, payment mechanics, and various representations and warranties required under Nigerian law. It also includes specific provisions for foreign investment when applicable, making it suitable for both domestic and international private placement transactions.
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1. Parties: Identification of the issuing company and the subscriber
2. Background: Context of the private placement, including the type of securities being offered
3. Definitions: Key terms used throughout the agreement
4. Subscription and Payment: Details of the securities being subscribed for and payment terms
5. Closing Conditions: Conditions precedent to the completion of the subscription
6. Representations and Warranties of the Company: Company's confirmations regarding its status, authority, and the securities
7. Representations and Warranties of the Subscriber: Subscriber's confirmations regarding their status, authority, and investment capacity
8. Covenants: Ongoing obligations of both parties
9. Indemnification: Provisions for compensation in case of breach or misrepresentation
10. Confidentiality: Protection of confidential information exchanged
11. Notices: Communication procedures between parties
12. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, etc.
13. Execution: Signature blocks and execution requirements
1. Tag-Along Rights: Optional section for when existing shareholders are granted rights to join in the sale of shares
2. Drag-Along Rights: Optional section when majority shareholders can force minorities to join in a sale
3. Anti-Dilution Protection: Optional protection for investors against future dilutive issuances
4. Board Representation: Optional rights for substantial investors to appoint board members
5. Registration Rights: Optional rights relating to future public offerings
6. Foreign Investment Provisions: Required when subscribers include foreign investors
7. Currency Conversion: Required when payment is made in foreign currency
1. Subscription Details: Schedule detailing the number and class of securities, price per security, and total subscription amount
2. Form of Share Certificate: Template of the share certificate to be issued
3. Disclosure Schedule: Company disclosures and exceptions to representations and warranties
4. Corporate Authorizations: Copies of board and shareholder resolutions approving the issuance
5. KYC Requirements: List of required know-your-customer documentation
6. Risk Factors: Detailed description of investment risks
7. Company Information: Key information about the company's business, management, and financials
8. Investor Questionnaire: Form to confirm investor's qualification status
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