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Preference Share Agreement Template for New Zealand

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Key Requirements PROMPT example:

Preference Share Agreement

"I need a Preference Share Agreement for my New Zealand technology company to issue cumulative preference shares to a venture capital investor, with an 8% annual dividend rate, redemption rights after March 2025, and basic anti-dilution protection."

Document background
The Preference Share Agreement is a vital instrument in New Zealand corporate finance, used when companies seek to raise capital while offering investors preferential rights without necessarily diluting existing voting control. This document type is particularly relevant when companies need to attract significant investment while maintaining existing management control, or when implementing structured finance solutions. The agreement must comply with the New Zealand Companies Act 1993 and Financial Markets Conduct Act 2013, among other relevant legislation. It typically includes detailed provisions on dividend rights, capital rights, voting rights, redemption terms, and any conversion privileges. The Preference Share Agreement is commonly used in various scenarios including growth capital raises, restructuring situations, and strategic investments, offering flexibility in terms of investor rights and company obligations while providing a clear framework for both parties' expectations and obligations.
Suggested Sections

1. Parties: Identifies the company issuing the preference shares and the preference shareholder(s)

2. Background: Sets out the context and purpose of the preference share issuance

3. Definitions and Interpretation: Defines key terms and establishes interpretation principles

4. Subscription and Issue: Details the number of preference shares, issue price, and subscription process

5. Dividend Rights: Specifies dividend rate, payment dates, cumulative/non-cumulative nature, and dividend priority

6. Voting Rights: Outlines voting rights attached to the preference shares

7. Capital Rights: Describes rights on return of capital and winding up

8. Redemption: Sets out redemption terms, timing, and price

9. Transfer Restrictions: Specifies any limitations on transferring the preference shares

10. Amendments and Variations: Process for changing preference share terms

11. Notices: Communication requirements between parties

12. General Provisions: Standard boilerplate clauses including governing law, dispute resolution

13. Execution: Formal signing section

Optional Sections

1. Conversion Rights: Include when preference shares can be converted to ordinary shares

2. Anti-dilution Provisions: Include when protecting preference shareholders from dilution is required

3. Board Appointment Rights: Include when preference shareholders have rights to appoint directors

4. Information Rights: Include when preference shareholders have special information access rights

5. Pre-emptive Rights: Include when preference shareholders have rights to participate in future share issues

6. Tag-Along Rights: Include when preference shareholders have co-sale rights

7. Drag-Along Rights: Include when majority shareholders can force minorities to join in a sale

8. Exit Rights: Include when specific provisions govern company sale or IPO scenarios

Suggested Schedules

1. Schedule 1 - Preference Share Certificate: Form of share certificate to be issued

2. Schedule 2 - Subscription Details: Detailed information about share numbers, price, and payment terms

3. Schedule 3 - Company Constitution Amendments: Any required amendments to the company constitution

4. Schedule 4 - Dividend Calculation Formula: Detailed methodology for calculating dividends

5. Schedule 5 - Conversion Mechanics: If applicable, detailed process for share conversion

6. Schedule 6 - Pre-completion Conditions: Conditions that must be met before shares are issued

7. Appendix A - Shareholders' Resolution: Board and shareholder resolutions approving the preference share issue

8. Appendix B - Disclosure Material: Key company information provided to preference shareholders

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










































Clauses



































Relevant Industries

Financial Services

Investment Banking

Private Equity

Venture Capital

Technology

Real Estate

Infrastructure

Manufacturing

Healthcare

Renewable Energy

Mining and Resources

Agriculture

Retail

Relevant Teams

Legal

Finance

Corporate Development

Treasury

Compliance

Risk Management

Board of Directors

Company Secretariat

Investment

Corporate Finance

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

Corporate Lawyer

Investment Manager

Finance Director

Company Secretary

Board Director

Investment Banker

Private Equity Manager

Venture Capital Manager

Corporate Finance Manager

Financial Controller

Legal Counsel

Compliance Officer

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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