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Private Equity Subscription Agreement Template for Australia

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Key Requirements PROMPT example:

Private Equity Subscription Agreement

"I need a Private Equity Subscription Agreement for a Series B investment of AUD 15 million into our technology startup, with specific anti-dilution provisions and board appointment rights for the investor, targeted for completion by March 2025."

Document background
The Private Equity Subscription Agreement is a crucial document used in Australian private equity transactions when an investor is acquiring shares or units in a target company. It serves as the primary instrument for documenting the terms of the investment, including the number and class of shares being issued, the subscription price, and the rights attached to those shares. The agreement is designed to comply with Australian regulatory requirements, including the Corporations Act 2001 and ASIC regulations. It typically includes comprehensive warranties and representations from both parties, conditions precedent to completion, and various protective provisions for both the investor and the company. This document is essential for any private equity investment in Australia, whether it's a growth capital injection, buyout, or restructuring transaction.
Suggested Sections

1. Parties: Identification of the company, the investor(s), and any other relevant parties to the agreement

2. Background: Context of the investment, company information, and purpose of the agreement

3. Definitions and Interpretation: Defined terms and rules for interpreting the agreement

4. Subscription Details: Number and class of shares/units being subscribed for, price per share/unit, and total investment amount

5. Conditions Precedent: Conditions that must be satisfied before completion of the subscription

6. Completion: Timing, location, and mechanics of the subscription completion

7. Warranties and Representations: Statements of fact and assurances from both the company and the investor

8. Investor Obligations: Commitments and undertakings required from the investor

9. Company Obligations: Commitments and undertakings required from the company

10. Confidentiality: Obligations regarding confidential information

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

12. General Provisions: Standard boilerplate clauses including governing law, assignment, and amendments

Optional Sections

1. Tag-Along Rights: Used when existing shareholders want the right to join in any sale of shares by major shareholders

2. Drag-Along Rights: Included when majority shareholders want the right to force minority shareholders to join in a sale

3. Anti-Dilution Protection: Added when investors require protection against future down-rounds

4. Board Appointment Rights: Included when investors are granted the right to appoint directors

5. Information Rights: Details specific reporting requirements when investors require regular financial and operational updates

6. Pre-emptive Rights: Used when existing shareholders are given first right to purchase new shares

7. Founder Commitments: Added when specific obligations or restrictions are placed on founders

8. Co-Sale Rights: Included when investors want the right to participate in any sale of shares by other shareholders

Suggested Schedules

1. Subscription Details Schedule: Detailed breakdown of the investment amount, share numbers, and share price calculations

2. Company Warranties: Comprehensive list of company warranties and representations

3. Investor Warranties: Comprehensive list of investor warranties and representations

4. Completion Checklist: List of actions and documents required for completion

5. Constitution Amendments: Required amendments to the company's constitution

6. Shareholders Agreement: New or amended shareholders agreement to be adopted at completion

7. FIRB Declaration Form: Foreign Investment Review Board declaration if applicable

8. Share Certificate Specimen: Form of share certificate to be issued

9. Corporate Authority Documentation: Required corporate authorizations and resolutions

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 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

Technology

Healthcare

Manufacturing

Financial Services

Real Estate

Infrastructure

Consumer Goods

Energy

Mining

Telecommunications

Professional Services

Education

Agriculture

Biotechnology

Media and Entertainment

Relevant Teams

Legal

Finance

Compliance

Corporate Development

Investment

Due Diligence

Risk Management

Corporate Secretariat

Treasury

Executive Leadership

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Investment Director

Private Equity Partner

Corporate Lawyer

Investment Manager

Due Diligence Officer

Compliance Officer

Company Secretary

Investment Analyst

Portfolio Manager

Transaction Manager

Legal Counsel

Finance 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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