Download Private Placement Contract - Singapore

Private Placement Contract for Singapore

Private Placement Contract Template for Singapore

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What is a Private Placement Contract?

The Private Placement Contract is essential for companies seeking to raise capital through private offerings in Singapore. This document is used when companies wish to avoid the costs and complexities of public offerings while maintaining compliance with Singapore's regulatory framework. The contract includes crucial elements such as subscription terms, investor qualifications, representations and warranties, and typically involves offerings to no more than 50 investors to maintain private placement status under Singapore law.

What sections should be included in a Private Placement Contract?

1. Parties: Identification of the issuer and the investors participating in the private placement

2. Background: Context of the private placement offering and purpose of the investment

3. Definitions: Key terms and their meanings used throughout the agreement

4. Securities Description: Detailed description of the securities being offered including class, rights, and restrictions

5. Subscription Terms: Terms and conditions of the subscription including price, payment terms, and minimum subscription amounts

6. Representations and Warranties: Statements of fact and assurances from both the issuer and the investors

7. Closing Conditions: Conditions that must be satisfied before the placement can be completed

8. Transfer Restrictions: Limitations on the transfer of securities and lock-up periods

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

What sections are optional to include in a Private Placement Contract?

1. Right of First Refusal: Optional provision giving existing investors priority rights in future offerings

2. Tag-Along Rights: Optional provision allowing investors to join in sale of shares by major shareholders

3. Anti-Dilution Provisions: Optional protection mechanisms against future dilution of investment

4. Board Representation: Optional rights for investors to appoint board members or observers

5. Information Rights: Optional provisions regarding ongoing financial and operational information access

What schedules should be included in a Private Placement Contract?

1. Schedule 1 - Subscription Form: Standard form for investors to complete their subscription details

2. Schedule 2 - Term Sheet: Summary of key commercial terms of the private placement

3. Schedule 3 - Investor Qualification Form: Documentation verifying investor accreditation status under Singapore law

4. Schedule 4 - Corporate Authorization: Evidence of authority to enter into the agreement for both parties

5. Schedule 5 - Risk Disclosure Statement: Detailed disclosure of investment risks as required by MAS guidelines

6. Schedule 6 - Securities Details: Detailed specifications of the securities including rights, preferences, and restrictions

Authors

Alex Denne

Head of Growth (Open Source Law) @ ��ֱ�� | 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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