The Bond Subscription Agreement is utilized when an entity wishes to raise capital through the issuance of bonds in the New Zealand market. This document is essential for both private placements and public offerings of bonds, establishing the legal relationship between the issuer and subscribers while ensuring compliance with New Zealand's regulatory framework, particularly the Financial Markets Conduct Act 2013. It contains critical information about the bonds being issued, including financial terms, security arrangements (if any), representations and warranties, and ongoing obligations of the parties. The agreement is typically part of a broader suite of documents for bond issuance and may be accompanied by an information memorandum or product disclosure statement, depending on the nature of the offering and the type of investors being targeted.
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1. Parties: Identifies the Bond Issuer and the Subscriber(s), including full legal names and registration details
2. Background: Sets out the context of the bond issuance and the purpose of the agreement
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation principles
4. Bond Subscription: Details of the bonds being subscribed for, including face value, issue price, and quantity
5. Payment Terms: Specifies the payment obligations, timing, and method of payment for the bonds
6. Conditions Precedent: Conditions that must be satisfied before the subscription becomes effective
7. Representations and Warranties: Standard representations and warranties from both the Issuer and Subscriber
8. Interest and Yield: Details of interest rate, calculation methods, and payment dates
9. Maturity and Redemption: Terms regarding maturity date and redemption processes
10. Events of Default: Circumstances constituting default and consequential rights
11. Transferability: Rules and restrictions regarding the transfer of bonds
12. Notices: Communication procedures between parties
13. General Provisions: Standard boilerplate provisions including governing law, jurisdiction, and amendments
1. Security: Required if the bonds are secured, detailing the security structure and enforcement rights
2. Guarantee: Required if the bonds are guaranteed by a third party
3. Ranking: Required for complex capital structures to specify the ranking of the bonds relative to other obligations
4. Tax: Required if there are specific tax implications or gross-up provisions
5. Meeting Provisions: Required for retail bonds where bondholder meetings may be necessary
6. Register: Required for bonds that will be registered, detailing registration and transfer procedures
7. Market Making: Required if there are obligations for market making in the bonds
1. Bond Terms: Detailed terms and conditions of the bonds
2. Form of Bond Certificate: Template for the physical bond certificate if applicable
3. Subscription Form: Form to be completed by subscribers
4. Payment Schedule: Schedule of interest payment dates and amounts
5. Security Documents: If secured, the relevant security documentation
6. Director's Certificate: Form of certificate confirming satisfaction of conditions precedent
7. Compliance Certificate: Template for ongoing compliance certification
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