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Preference Share Subscription Agreement Template for Nigeria

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Key Requirements PROMPT example:

Preference Share Subscription Agreement

"I need a Preference Share Subscription Agreement for a US-based venture capital firm investing NGN 500 million in my Nigerian fintech startup, with standard anti-dilution protection, board seat rights, and tag-along provisions, expected to close by March 2025."

Document background
The Preference Share Subscription Agreement is a crucial document in Nigerian corporate finance, used when a company wishes to raise capital by issuing preferred shares to investors while maintaining existing voting control structures. This agreement is particularly important in the Nigerian market where companies seek to balance the need for growth capital with maintaining strategic control. The document must comply with the Companies and Allied Matters Act (CAMA) 2020 and other relevant Nigerian regulations, making it essential for both domestic and foreign investments. It typically includes detailed provisions on share rights, dividend preferences, exit rights, and investor protections, while also addressing specific requirements for foreign investors under Nigerian investment laws. This type of agreement is commonly used in growth stage financing, strategic investments, and corporate restructuring scenarios.
Suggested Sections

1. Parties: Identification of the Company issuing the preference shares and the Subscriber(s)

2. Background: Context of the transaction, including company's current share capital structure and purpose of the preference share issuance

3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation

4. Subscription and Issue: Details of the preference shares being issued, including number, class, and price per share

5. Preference Share Rights: Specific rights attached to the preference shares (dividend rights, voting rights, conversion rights, liquidation preferences)

6. Completion: Conditions precedent, completion mechanics, and timing for the subscription

7. Payment Terms: Terms and method of payment for the preference shares

8. Company's Representations and Warranties: Company's representations regarding its status, authority, and business

9. Subscriber's Representations and Warranties: Subscriber's representations regarding authority, financial capacity, and investment intent

10. Covenants: Ongoing obligations of both parties

11. Default: Events of default and consequences

12. Confidentiality: Provisions regarding confidential information

13. Notices: Process for giving formal notices under the agreement

14. Governing Law and Jurisdiction: Nigerian law as governing law and jurisdiction for disputes

15. General Provisions: Standard boilerplate clauses including amendments, waivers, and severability

Optional Sections

1. Anti-dilution Protection: Protection for subscribers against future share issuances at lower valuations - include when requested by sophisticated investors

2. Tag-Along Rights: Right of preference shareholders to join in sale of shares by other shareholders - include for minority investor protection

3. Drag-Along Rights: Right to force minority shareholders to join in sale of company - include when requested by majority investors

4. Foreign Investment Provisions: Additional provisions required for foreign investors, including NIPC and FEMA compliance - include when there are foreign subscribers

5. Multiple Closing Mechanics: Provisions for multiple subscription closings - include when the investment will occur in tranches

6. Board Representation: Rights of preference shareholders to appoint directors - include when investors require board seats

7. Information Rights: Special information rights for preference shareholders - include for significant investments

8. Pre-emptive Rights: Right to participate in future share issues - include when requested by investors

Suggested Schedules

1. Share Capital Structure: Detailed breakdown of company's share capital before and after subscription

2. Preference Share Terms: Detailed terms and conditions attached to the preference shares

3. Conditions Precedent: List of conditions to be satisfied before completion

4. Completion Requirements: Detailed list of documents and actions required at completion

5. Form of Board Resolutions: Pro-forma board resolutions approving the share issuance

6. Disclosure Schedule: Company's disclosures against warranties

7. Form of Share Certificate: Pro-forma share certificate for the preference shares

8. CAC Forms: Relevant Corporate Affairs Commission forms for filing

9. Deed of Adherence: Form of deed for additional subscribers to join the agreement

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 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

Financial Services

Technology

Manufacturing

Real Estate

Healthcare

Energy

Telecommunications

Agriculture

Infrastructure

E-commerce

Mining

Education

Retail

Transportation

Hospitality

Relevant Teams

Legal

Finance

Corporate Development

Investment

Compliance

Board of Directors

Corporate Secretariat

Treasury

Risk Management

Corporate Strategy

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

Investment Director

Corporate Lawyer

Company Secretary

Investment Manager

Financial Controller

Corporate Finance Manager

Compliance Officer

Board Director

Private Equity Manager

Venture Capital Manager

Investment Analyst

Legal Counsel

Finance Director

Managing Director

Portfolio Manager

Industries








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

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