The Note Subscription Agreement is a fundamental document used when a company seeks to raise debt financing through the issuance of notes in New Zealand. It establishes the legal framework for the subscription, issuance, and maintenance of the notes, ensuring compliance with New Zealand's financial markets regulations, particularly the Financial Markets Conduct Act 2013. This agreement is typically used when companies need to raise capital without diluting equity, offering investors a fixed or floating return on their investment. The document includes essential terms such as interest payments, maturity dates, transfer restrictions, and default provisions, while also addressing specific New Zealand regulatory requirements such as financial product disclosure and fair dealing obligations.
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1. Parties: Identifies the issuer and the subscriber(s)
2. Background: Sets out the context of the note issuance and the purpose of the agreement
3. Definitions and Interpretation: Defines key terms and sets out interpretation principles
4. Issue and Subscription: Details the terms of note issuance and subscription process
5. Note Terms: Core terms of the notes including interest rate, maturity, and payment terms
6. Subscription Process: Procedures for applying for and settling note subscriptions
7. Representations and Warranties: Statements of fact and assurances from both issuer and subscriber
8. Issuer Covenants: Ongoing obligations of the issuer
9. Transfer Provisions: Rules and procedures for transferring notes
10. Payments: Payment mechanics and processes
11. Tax: Tax provisions including withholding tax obligations
12. Events of Default: Circumstances constituting default and consequences
13. Enforcement: Rights and remedies on default
14. Notices: Communication requirements and methods
15. General Provisions: Standard boilerplate provisions including governing law, jurisdiction, and amendments
1. Security: Required if the notes are secured against any assets
2. Trustee Provisions: Required if a trustee structure is used for the note issuance
3. Ranking: Required if there are multiple classes of notes or other creditors to address priority
4. Early Redemption: Optional provisions for early redemption rights
5. Minimum Subscription: Required if there is a minimum subscription amount
6. Register: Required if the issuer maintains its own note register
7. Market Making: Required if there are arrangements for creating a secondary market
8. Meetings of Noteholders: Required for collective decision-making processes
9. Further Issues: Optional provisions regarding the issuance of additional notes
1. Note Terms: Detailed terms and conditions of the notes
2. Form of Application: Template subscription application form
3. Form of Transfer: Template for transferring notes
4. Disclosure Statement: Required regulatory disclosures under NZ law
5. Meeting Procedures: Procedures for noteholder meetings if applicable
6. Security Details: Details of any security arrangements if secured notes
7. Financial Covenants: Detailed financial covenants and calculations if applicable
8. Address Details: Contact details for notices
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