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Private Placement Engagement Letter Template for England and Wales

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Key Requirements PROMPT example:

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."

Document background
The Private Placement Engagement Letter is essential when a company seeks to raise capital through private placement of securities in the UK market. This document is typically used when engaging financial advisors or investment banks to assist with private capital raising, setting out the terms of service, fee structures, and regulatory obligations. Under English and Welsh law, such letters must carefully address regulatory requirements, particularly those set by the Financial Conduct Authority (FCA). The document serves as the foundational agreement defining the scope of services, responsibilities, and commercial terms between the parties involved in the private placement process.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

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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Relevant Industries
Relevant Teams
Relevant Roles
Industries

Financial Services and Markets Act 2000 (FSMA): Primary legislation governing financial services regulation in the UK, including authorization requirements, regulated activities, and financial promotion rules

Financial Services Act 2012: Legislation that amended FSMA and established the current regulatory framework including the FCA and PRA

Financial Promotion Order 2005: Detailed rules governing the communication and marketing of financial products and services in the UK

FCA Handbook - COBS: Conduct of Business Sourcebook containing detailed rules for firms' business practices and client interactions

FCA Handbook - PRIN: Principles for Businesses setting out fundamental obligations for regulated firms

FCA Handbook - SYSC: Senior Management Arrangements, Systems and Controls requirements for organizational and compliance frameworks

PRIIPs Regulation: Rules governing packaged retail and insurance-based investment products, including disclosure requirements

Companies Act 2006: Primary legislation governing company law, including provisions on share issuance and transfers

UK Prospectus Regulation: Rules governing the preparation, approval, and distribution of prospectuses for securities offerings

Market Abuse Regulation (MAR): Framework for preventing market abuse and maintaining market integrity

Money Laundering Regulations 2017: Requirements for preventing and detecting money laundering and terrorist financing

Proceeds of Crime Act 2002: Legislation dealing with money laundering offenses and reporting requirements

UK GDPR: Post-Brexit data protection regulation governing the processing of personal data

Data Protection Act 2018: UK's implementation of data protection requirements, working alongside UK GDPR

Common Law Contract Principles: Fundamental principles of contract formation, including offer, acceptance, consideration, and intention to create legal relations

Misrepresentation Act 1967: Legislation governing false or misleading statements made during contract formation

Unfair Contract Terms Act 1977: Controls on unfair terms in contracts, particularly regarding limitation of liability

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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