The Form of Subscription Agreement is a crucial document in New Zealand corporate transactions, used when a company issues new securities to investors. It serves as the primary legal instrument for documenting share subscriptions, whether for initial investment rounds, follow-on investments, or employee share schemes. The agreement must comply with New Zealand's robust regulatory framework, including the Financial Markets Conduct Act 2013, Companies Act 1993, and relevant securities regulations. It typically includes detailed provisions about the subscription terms, investor warranties, company representations, and completion mechanics. This document is essential for both private and public companies raising capital, and can be adapted for various types of securities offerings, from simple share issuances to more complex investment structures.
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1. Parties: Identifies and defines the issuer and the subscriber, including full legal names and addresses
2. Background: Sets out the context of the agreement, including the company's intention to issue securities and the subscriber's intention to subscribe
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules
4. Subscription: Details of the securities being subscribed for, including type, class, quantity, and price
5. Payment Terms: Specifies the payment amount, method, and timing for the subscription
6. Completion: Sets out the completion process, including conditions precedent and timing
7. Subscriber Warranties: Warranties given by the subscriber regarding their capacity, understanding, and eligibility to invest
8. Company Warranties: Warranties given by the company regarding its status, authority, and the securities being issued
9. Confidentiality: Obligations regarding confidential information shared during the subscription process
10. Notices: How formal notices under the agreement should be given and when they are deemed received
11. General Provisions: Standard boilerplate provisions including assignment, amendments, governing law, etc.
1. Tag-Along Rights: Include when existing shareholders are granted the right to join in any sale of shares by major shareholders
2. Drag-Along Rights: Include when majority shareholders can force minority shareholders to join in the sale of shares
3. Pre-emptive Rights: Include when existing shareholders should have first right to purchase any new shares being issued
4. Board Appointment Rights: Include when the subscription gives rights to appoint directors
5. Anti-dilution Protection: Include when subscribers are to be protected against future dilution of their shareholding
6. Regulatory Compliance: Include specific section when dealing with regulated industries or overseas investors
7. Information Rights: Include when subscribers are to receive specific ongoing information rights beyond statutory requirements
8. Share Vesting Provisions: Include when shares are to be subject to vesting conditions, typically for employee subscription agreements
1. Schedule 1 - Subscription Details: Details of the securities, including class, number, price, and payment terms
2. Schedule 2 - Subscriber Information: Detailed information about the subscriber, including KYC and AML documentation requirements
3. Schedule 3 - Company Information: Key information about the company, including capital structure and existing securities
4. Schedule 4 - Warranties: Detailed warranties given by both parties
5. Schedule 5 - Deed of Adherence: Form of deed to be signed by subscriber to adhere to any existing shareholders' agreement
6. Schedule 6 - Completion Requirements: Checklist of all documents and actions required for completion
7. Appendix A - Constitution: Copy of the company's constitution
8. Appendix B - Shareholders' Agreement: Copy of any existing shareholders' agreement (if applicable)
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