Capital Raising Mandate Agreement - England and Wales

Capital Raising Mandate Agreement for the United Kingdom

Capital Raising Mandate Agreement Template for England and Wales

A Capital Raising Mandate Agreement under English and Welsh law is a formal contract between a company seeking to raise capital and a financial advisor or institution. The agreement outlines the terms under which the advisor will assist in raising capital, including the scope of services, fee structure, exclusivity provisions, and success criteria. It incorporates relevant FCA regulations and UK financial services laws, providing a framework for the capital raising process while protecting both parties' interests.

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What is a Capital Raising Mandate Agreement?

The Capital Raising Mandate Agreement is essential for companies seeking professional assistance in raising capital through various channels such as private placements, public offerings, or debt issuance. This document, governed by English and Welsh law, establishes the relationship between the company and its chosen financial advisor, detailing critical aspects such as engagement scope, fee structures, success metrics, and regulatory compliance requirements. It serves as the foundational document for capital raising activities, incorporating necessary protections and obligations for all parties while ensuring compliance with UK financial services regulations and FCA requirements.

What sections should be included in a Capital Raising Mandate Agreement?

1. Parties: Identification of the mandate provider and receiving party

2. Background: Context of the capital raising mandate and brief description of the parties' intentions

3. Definitions: Key terms used throughout the agreement

4. Scope of Services: Detailed description of capital raising services to be provided

5. Fees and Expenses: Structure of fees, success fees, and reimbursable expenses

6. Term and Termination: Duration of the mandate and termination provisions

7. Confidentiality: Protection of confidential information and non-disclosure obligations

8. Representations and Warranties: Standard representations and warranties from both parties

9. Indemnification: Mutual indemnification provisions and liability limitations

10. Governing Law and Jurisdiction: Specification of English and Welsh law as governing law and jurisdiction

What sections are optional to include in a Capital Raising Mandate Agreement?

1. Exclusivity: Used when exclusive rights to raise capital are granted to the mandate holder

2. Success Fee Structure: Detailed breakdown of success-based compensation arrangements

3. Break Fee: Provisions for compensation if the mandate is terminated early

4. Non-Circumvention: Provisions preventing direct dealings with introduced investors

5. Force Majeure: Provisions dealing with extraordinary events affecting performance

What schedules should be included in a Capital Raising Mandate Agreement?

1. Fee Schedule: Detailed breakdown of all fees and payment structures

2. Services Description: Detailed scope of services and deliverables

3. Target Investor Profile: Description of target investors and investment criteria

4. Required Information: List of information and documents required from the client

5. Form of Success Fee Notice: Template for notification of success fee triggers

6. Compliance Requirements: Detailed regulatory compliance requirements and procedures

Authors

Alex Denne

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

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Financial Services and Markets Act 2000: Primary legislation governing financial services regulation in the UK, establishing the regulatory framework and requirements for financial activities

Companies Act 2006: Core company law legislation that governs company formation, management, and operations in the UK

Financial Services Act 2012: Legislation that amended the FSMA 2000 and established the current regulatory framework including the FCA and PRA

Enterprise Act 2002: Legislation dealing with competition law and corporate insolvency matters that may affect capital raising activities

FCA Handbook: Comprehensive guide containing all FCA regulatory requirements and guidance for regulated firms

Conduct of Business Sourcebook (COBS): Specific part of the FCA Handbook detailing conduct requirements for regulated firms in their business operations

UK Listing Rules: Rules governing admission to the Official List and ongoing obligations for listed companies

UK Prospectus Regulation Rules: Rules governing the content, format, approval and publication of prospectuses for public offerings

Market Abuse Regulation (MAR): Regulation addressing insider dealing, unlawful disclosure of inside information and market manipulation

Money Laundering Regulations 2017: Regulations requiring firms to have systems and controls to prevent money laundering

Proceeds of Crime Act 2002: Legislation dealing with money laundering offenses and the proceeds of criminal conduct

Bribery Act 2010: Anti-corruption legislation that affects how businesses can operate and raise capital

Data Protection Act 2018: UK's implementation of GDPR, governing how personal data must be handled in business transactions

FCA Authorization Requirements: Specific requirements for firms and individuals to obtain FCA authorization for regulated activities

Common Law Contract Principles: Fundamental principles of contract formation, interpretation and enforcement under English common law

Law of Agency: Legal principles governing the relationship between principals and agents in capital raising activities

Fiduciary Duties: Legal obligations of trust and loyalty owed by agents and advisors to their principals

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What is a Capital Raising Mandate Agreement?

What sections should be included in a Capital Raising Mandate Agreement?

What sections are optional to include in a Capital Raising Mandate Agreement?

What schedules should be included in a Capital Raising Mandate Agreement?

Authors

Alex Denne

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