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Convertible Debenture Agreement

Convertible Debenture Agreement for Singapore

Convertible Debenture Agreement Template for Singapore

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What is a Convertible Debenture Agreement?

The Convertible Debenture Agreement is commonly used in Singapore when companies seek to raise capital while offering investors the flexibility to convert their debt investment into equity. This document is particularly relevant for growing companies that need funding but want to defer equity dilution. The agreement must comply with Singapore's regulatory framework, including the Companies Act and MAS guidelines, and typically includes detailed provisions on conversion rights, interest payments, security (if any), and events of default. It serves as a crucial instrument for both debt financing and potential future equity participation.

What sections should be included in a Convertible Debenture Agreement?

1. Parties: Identification of issuer and debenture holder(s)

2. Background: Context of the debenture issuance and company circumstances

3. Definitions: Key terms used throughout the agreement

4. Principal Amount and Interest: Details of the debenture amount and interest terms

5. Conversion Rights: Terms and conditions for converting debentures to shares

6. Maturity and Repayment: Terms of maturity and repayment obligations

7. Events of Default: Circumstances constituting default and consequences

8. Representations and Warranties: Statements of fact and assurances from the issuer

9. Covenants: Ongoing obligations of the issuer during the term of the debenture

10. Governing Law and Jurisdiction: Specification of Singapore law as governing law and jurisdiction for disputes

What sections are optional to include in a Convertible Debenture Agreement?

1. Security: Details of any security/collateral arrangements when the debenture is secured

2. Guarantees: Terms of any third-party guarantees provided for the debenture

3. Anti-dilution Provisions: Protections against share dilution for sophisticated investors

4. Tag-Along Rights: Rights of debenture holders to participate in sale of company shares

5. Information Rights: Rights of debenture holders to receive company financial and other information

What schedules should be included in a Convertible Debenture Agreement?

1. Conversion Formula: Detailed calculation method for conversion price and mechanics

2. Form of Conversion Notice: Template notice for exercising conversion rights

3. Security Documents: Details of security arrangements and related documentation

4. Corporate Authorizations: Copies of relevant board and shareholder reΊμΠΣΦ±²₯s

5. Disclosure Schedule: Detailed disclosures relating to representations and warranties

Authors

Alex Denne

Head of Growth (Open Source Law) @ ΊμΠΣΦ±²₯ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
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Industries

Companies Act (Cap. 50): Primary legislation governing corporate matters in Singapore, including issuance of debentures, registration requirements, and corporate authorization processes

Securities and Futures Act (Cap. 289): Regulates securities offerings, including debentures, covering prospectus requirements, exemptions, and disclosure obligations

Singapore Common Law: Principles of contract law that govern the formation, interpretation, and enforcement of contractual agreements

MAS Guidelines: Regulatory framework set by the Monetary Authority of Singapore governing financial instruments and securities offerings

SGX Listing Rules: Requirements for listed companies regarding debt securities, applicable if the issuing company is listed on the Singapore Exchange

Corporate Authorization Requirements: Board and shareholder approval requirements, compliance with constitutional documents for debenture issuance

Securities Offering Regulations: Rules governing the offering of securities, including prospectus requirements, exemptions, and restrictions

Financial Regulations: Requirements regarding interest rates, foreign exchange controls, and financial assistance provisions

Tax Framework: Stamp duty requirements, income tax considerations, and withholding tax obligations for convertible debentures

Corporate Governance Rules: Director's duties, related party transaction requirements, and disclosure obligations under Singapore law

Security Registration Requirements: Rules regarding registration of charges, priority of security interests, and enforcement mechanisms for debentures

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, Β Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, Β Severance Pay, Governing Law, Entire Agreemen

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