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Private Placement Agreement Template for Singapore

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Key Requirements PROMPT example:

Private Placement Agreement

"Need a Private Placement Agreement for our Singapore-based fintech startup to raise Series B funding of USD 10M from three institutional investors in March 2025, with specific focus on information rights and anti-dilution protection."

Document background
A Private Placement Agreement is essential for companies seeking to raise capital through private offerings in Singapore. This document is used when companies wish to issue securities to a limited number of sophisticated investors without triggering public offering requirements. The agreement must comply with Singapore's Securities and Futures Act exemptions and typically includes detailed terms of the investment, investor qualifications, subscription procedures, and applicable restrictions. It's particularly relevant for growth-stage companies, real estate investments, and other ventures requiring substantial capital while maintaining privacy and control over investor selection.
Suggested Sections

1. Parties: Identification of the issuer and subscribers

2. Background: Context of the private placement and company information

3. Definitions: Key terms used throughout the agreement

4. Subscription Details: Number, class, and price of securities being offered

5. Representations and Warranties: Statements of fact and assurances from both parties

6. Closing Conditions: Requirements to be met before completion

7. Transfer Restrictions: Limitations on transfer of securities

Optional Sections

1. Tag-Along Rights: Used when minority investors need protection in case of majority stake sale

2. Anti-Dilution Protection: Include when investors require protection against future down rounds

3. Board Representation: When investors require board seats

4. Information Rights: When investors require specific reporting rights

Suggested Schedules

1. Subscription Form: Form for investors to complete subscription details

2. Company Information: Details of company structure, financials, and business

3. Investor Qualification Form: Documentation of investor accreditation status

4. Risk Factors: Detailed disclosure of investment risks

5. Shareholders' Agreement: If referenced in main agreement

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions














































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Industries

Securities and Futures Act (SFA) - Chapter 289: Primary legislation governing securities offerings in Singapore, particularly Sections 272A and 272B regarding private placements, exemptions from prospectus requirements, and definitions of accredited and institutional investors

Companies Act (Chapter 50): Key legislation covering requirements for share issuance, directors' duties and obligations, and share capital regulations for companies in Singapore

MAS Guidelines on Private Placements: Regulatory guidelines issued by the Monetary Authority of Singapore specifically for private placements, including Practice Note 6.1 on Exempt Offerings and requirements for marketing materials

SGX Rules: Singapore Exchange regulations that may be applicable if the company is listed or planning to list

AML/CFT Regulations: Anti-Money Laundering and Counter-Terrorism Financing regulations that must be considered in private placement transactions

Personal Data Protection Act (PDPA): Legislation governing the collection, use, and disclosure of personal data in Singapore, relevant for investor information handling

Income Tax Act: Tax legislation that needs to be considered for understanding the tax implications of the private placement

Financial Advisers Act: Legislation governing the provision of financial advisory services related to the private placement

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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