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Private Placement Contract Template for Netherlands

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Key Requirements PROMPT example:

Private Placement Contract

"I need a Private Placement Contract under Dutch law for my technology startup to raise €5 million through the issuance of preferred shares to venture capital investors, with specific provisions for anti-dilution protection and board representation rights."

Document background
The Private Placement Contract is essential for companies seeking to raise capital through private offerings in the Netherlands without undertaking a public offering. This document is typically used when companies wish to issue securities to a limited number of qualified investors, often falling under exemptions provided by the Dutch Financial Supervision Act (Wft). The agreement must comply with both Dutch national law and European Union regulations, including the EU Prospectus Regulation and its exemptions. The Private Placement Contract includes crucial information about the securities being offered, detailed subscription terms, investor qualifications, transfer restrictions, and various investor rights and protections. It's particularly valuable for growing companies, scale-ups, and established businesses seeking additional capital from sophisticated investors while maintaining confidentiality and avoiding the more stringent requirements of public offerings.
Suggested Sections

1. Parties: Identification of the issuer and the initial purchaser(s)/investor(s)

2. Background: Context of the private placement, including the type of securities being offered and purpose of the offering

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

4. Securities Offering Terms: Detailed description of the securities, offering price, and subscription terms

5. Subscription Process: Procedures for subscribing to the securities, including payment terms and closing conditions

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

7. Issuer Covenants: Ongoing obligations and commitments of the issuer

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

9. Investor Rights: Basic rights of investors, including voting rights and information rights

10. Compliance with Securities Laws: Acknowledgments and provisions ensuring compliance with Dutch and EU securities regulations

11. Confidentiality: Provisions regarding the confidential treatment of information

12. Notices: Process and requirements for formal communications between parties

13. Term and Termination: Duration of the agreement and circumstances for termination

14. Governing Law and Jurisdiction: Confirmation of Dutch law governance and jurisdiction for disputes

15. General Provisions: Standard boilerplate provisions including amendments, assignments, and severability

Optional Sections

1. Pre-emptive Rights: Rights of existing investors to participate in future offerings, included when agreed with investors

2. Tag-Along Rights: Rights of minority investors to join in sales by majority investors, included for minority investor protection

3. Drag-Along Rights: Rights of majority investors to force minority investors to join in a sale, included for exit flexibility

4. Anti-dilution Protection: Provisions protecting investors from dilution in future rounds, included for certain types of securities

5. Board Representation: Rights of investors to appoint board members, included for significant investments

6. Registration Rights: Rights related to future public registration of securities, included if future IPO is contemplated

7. Conversion Rights: Terms for converting securities into other classes, included for convertible instruments

8. Dividend Rights: Specific provisions regarding dividend payments, included for equity-like securities

Suggested Schedules

1. Subscription Form: Standard form for investors to complete when subscribing to the securities

2. Securities Terms: Detailed terms and conditions of the securities being offered

3. Investor Questionnaire: Due diligence questionnaire to verify investor qualification

4. Risk Factors: Detailed description of investment risks

5. Company Information: Key information about the issuer, including financial statements and business description

6. Use of Proceeds: Detailed breakdown of how the investment proceeds will be used

7. Shareholders' Agreement: Form of shareholders' agreement if required to be signed alongside the placement

8. KYC Requirements: List of required know-your-customer documentation

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

Financial Services

Technology

Real Estate

Healthcare

Manufacturing

Renewable Energy

Infrastructure

Biotechnology

Software

Private Equity

Venture Capital

Professional Services

Telecommunications

E-commerce

Relevant Teams

Legal

Finance

Compliance

Corporate Development

Investment Management

Risk Management

Executive Management

Treasury

Corporate Secretariat

Investor Relations

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Lawyer

Investment Manager

Compliance Officer

Finance Director

Corporate Secretary

Investment Banker

Private Equity Manager

Venture Capital Manager

Financial Controller

Legal Counsel

Investment Director

Risk Manager

Industries







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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