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Private Placement Engagement Letter
"Need a Private Placement Engagement Letter for our UK-based fintech startup seeking to raise £10 million through private placement, with ABC Investment Bank acting as placement agent, including success fee provisions and planned completion by March 2025."
1. Addressee Details: Full name, address and appropriate contact details of the client
2. Scope of Engagement: Detailed description of private placement services to be provided, including any specific limitations or exclusions
3. Regulatory Disclosures: Statement of firm's regulatory status, FCA authorizations, and required regulatory warnings
4. Client Categorization: Classification of client under FCA rules (e.g., Professional Client, Eligible Counterparty)
5. Fee Structure: Comprehensive details of fees, expenses, payment terms and timing
6. Confidentiality: Terms regarding confidentiality of information, including any regulatory requirements
7. Liability and Indemnification: Scope of liability limitations and indemnification provisions
1. Transaction Timeline: Expected timeline and key milestones for the private placement process, used for complex transactions with multiple stages
2. Success Fee Provisions: Details of any performance-based compensation or success fees, included when relevant to the fee structure
3. Team Structure: Information about key personnel and their roles in the engagement, relevant for larger transactions
4. Conflicts of Interest: Disclosure of any actual or potential conflicts of interest, included when relevant
1. Schedule 1 - Fee Schedule: Detailed breakdown of all fees, charges, and payment structures
2. Schedule 2 - Services Description: Comprehensive outline of services and deliverables to be provided
3. Schedule 3 - Required Information: List of information and documents required from the client for the engagement
4. Schedule 4 - Standard Terms and Conditions: Standard terms and conditions applicable to the engagement
5. Schedule 5 - Regulatory Disclosures: Detailed regulatory disclosures and risk warnings required under FSMA and FCA rules
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