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Private Placement Contract

Private Placement Contract Template for Singapore

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Key Requirements PROMPT example:

Private Placement Contract

"Need a Private Placement Contract under Singapore law for our Series B funding round, targeting 15 accredited investors with a total placement size of SGD 20 million, to be completed by March 2025."

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Document background
The Private Placement Contract is essential for companies seeking to raise capital through private offerings in Singapore. This document is used when companies wish to avoid the costs and complexities of public offerings while maintaining compliance with Singapore's regulatory framework. The contract includes crucial elements such as subscription terms, investor qualifications, representations and warranties, and typically involves offerings to no more than 50 investors to maintain private placement status under Singapore law.
Suggested Sections

1. Parties: Identification of the issuer and the investors participating in the private placement

2. Background: Context of the private placement offering and purpose of the investment

3. Definitions: Key terms and their meanings used throughout the agreement

4. Securities Description: Detailed description of the securities being offered including class, rights, and restrictions

5. Subscription Terms: Terms and conditions of the subscription including price, payment terms, and minimum subscription amounts

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

7. Closing Conditions: Conditions that must be satisfied before the placement can be completed

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

9. Governing Law and Jurisdiction: Specification of Singapore law as governing law and jurisdiction for disputes

Optional Sections

1. Right of First Refusal: Optional provision giving existing investors priority rights in future offerings

2. Tag-Along Rights: Optional provision allowing investors to join in sale of shares by major shareholders

3. Anti-Dilution Provisions: Optional protection mechanisms against future dilution of investment

4. Board Representation: Optional rights for investors to appoint board members or observers

5. Information Rights: Optional provisions regarding ongoing financial and operational information access

Suggested Schedules

1. Schedule 1 - Subscription Form: Standard form for investors to complete their subscription details

2. Schedule 2 - Term Sheet: Summary of key commercial terms of the private placement

3. Schedule 3 - Investor Qualification Form: Documentation verifying investor accreditation status under Singapore law

4. Schedule 4 - Corporate Authorization: Evidence of authority to enter into the agreement for both parties

5. Schedule 5 - Risk Disclosure Statement: Detailed disclosure of investment risks as required by MAS guidelines

6. Schedule 6 - Securities Details: Detailed specifications of the securities including rights, preferences, and restrictions

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈË°æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
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Industries

Securities and Futures Act (SFA): Primary legislation governing securities and financial markets in Singapore, including private placement regulations under Chapter 289

Companies Act: Chapter 50 of Singapore law governing corporate entities and their activities, including provisions relevant to private placements

Securities and Futures Regulations 2018: Specific regulations regarding offers of investments, securities and securities-based derivatives contracts

MAS Guidelines on Offers of Securities: Regulatory guidelines from Monetary Authority of Singapore specifically addressing securities offerings

Private Placement Restrictions: Guidelines covering maximum number of offerees (typically 50) and qualification requirements for private placements

Accredited Investors Framework: Definitions and requirements for accredited investors and institutional investors under Singapore law

Prospectus Requirements: Rules regarding prospectus requirements and available exemptions for private placements

Disclosure Obligations: Mandatory disclosure requirements and ongoing obligations for private placement issuers

Anti-Money Laundering Requirements: AML/CFT requirements applicable to private placement transactions in Singapore

Personal Data Protection Act: Requirements for handling personal data of investors and other parties involved in the private placement

Advertising Restrictions: Limitations and requirements regarding the advertising and promotion of private placements

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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