The Investment Subscription Agreement is a crucial document used in South African corporate transactions when a company issues new shares to an investor. This agreement is essential for both private and public companies seeking to raise capital through share issuance, whether from local or international investors. The document must comply with South African legislation, particularly the Companies Act 71 of 2008, Financial Markets Act, and where applicable, exchange control regulations. It contains detailed provisions covering share subscription terms, regulatory compliance requirements, warranties, and completion mechanics. The Investment Subscription Agreement is particularly important in the South African context due to specific regulatory requirements including FICA compliance, BEE considerations, and exchange control regulations for foreign investments. It serves as both a legal record of the investment and a compliance document that may need to be filed with various regulatory bodies.
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1. Parties: Identification of the company issuing shares and the subscriber(s)
2. Background: Context of the investment, company's business, and purpose of the subscription
3. Definitions and Interpretation: Definitions of key terms and interpretation rules
4. Subscription Details: Number of shares, class, price, and payment terms
5. Conditions Precedent: Conditions that must be met before the subscription becomes effective
6. Completion: Mechanics and timing of the subscription completion
7. Company's Warranties and Representations: Warranties about the company's status, shares, and business
8. Subscriber's Warranties and Representations: Warranties about the subscriber's capacity and compliance
9. Regulatory Compliance: Compliance with South African company law and securities regulations
10. Confidentiality: Protection of confidential information exchanged during the transaction
11. Notices: Method and addresses for formal communications
12. General Terms: Standard contractual provisions including entire agreement, variation, and severability
13. Governing Law and Jurisdiction: South African law as governing law and jurisdiction provisions
1. Exchange Control Provisions: Required when foreign investors are involved, detailing compliance with South African exchange control regulations
2. Tag-Along and Drag-Along Rights: Optional provisions for share transfer rights, typically included in minority investment situations
3. Anti-dilution Protection: Provisions protecting investor's shareholding percentage in future share issues
4. Board Representation: Rights of the investor to appoint directors, if applicable
5. Dividend Policy: Specific arrangements regarding dividend declarations and payments
6. Pre-emptive Rights: Rights of first refusal on future share issues
7. Information Rights: Specific rights of the investor to receive company information and reports
1. Schedule 1: Subscription Details: Detailed breakdown of share numbers, classes, and subscription price calculation
2. Schedule 2: Company Details: Complete company information including share capital structure and existing shareholders
3. Schedule 3: Conditions Precedent: Detailed list of all conditions to be satisfied before completion
4. Schedule 4: Completion Requirements: Detailed list of documents and actions required at completion
5. Schedule 5: Company Warranties: Comprehensive list of company warranties
6. Schedule 6: Disclosure Schedule: Company's disclosures against the warranties
7. Appendix A: Form of Board Resolution: Pro forma board resolution approving the share issue
8. Appendix B: Form of Share Certificate: Pro forma share certificate to be issued
9. Appendix C: FICA Requirements: List of required documents for Financial Intelligence Centre Act compliance
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