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Convertible Bond Agreement Template for England and Wales

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Key Requirements PROMPT example:

Convertible Bond Agreement

"I need a Convertible Bond Agreement for my UK-based technology startup to issue £2 million in convertible bonds to three institutional investors, with a 5% interest rate and conversion rights exercisable after March 2025."

Document background
The Convertible Bond Agreement is a sophisticated financing instrument used when companies seek to raise capital while offering investors the flexibility to convert their debt investment into equity. This document, governed by English and Welsh law, is particularly valuable for growth-stage companies or those requiring bridge financing. It provides detailed terms for the bond issuance, including conversion rights, pricing mechanisms, and investor protections. The agreement must comply with UK securities laws, Financial Conduct Authority regulations, and the Companies Act 2006, making it a complex but essential tool for corporate financing.
Suggested Sections

1. Parties: Identification of issuer and bondholder(s), including full legal names and registered addresses

2. Background: Context of the bond issuance, purpose of the financing, and key commercial terms

3. Definitions: Key terms used throughout the agreement, including financial, technical and legal definitions

4. Bond Terms: Principal amount, interest rate, maturity date, payment terms and mechanics of the bonds

5. Conversion Rights: Terms and conditions for converting bonds to shares, including conversion period, price and process

6. Representations and Warranties: Statements of fact and assurances from the issuer regarding its status and capacity

7. Covenants: Ongoing obligations of the issuer, including financial covenants and reporting requirements

8. Events of Default: Circumstances constituting default and consequences, including acceleration rights

9. Meetings and Voting: Procedures for bondholder meetings and voting on key decisions

10. Transfers and Registration: Rules and procedures for transfer of bonds and maintaining register of bondholders

11. Notices: Method and requirements for giving notices under the agreement

12. Governing Law and Jurisdiction: Specification of English and Welsh law as governing law and jurisdiction for disputes

Optional Sections

1. Security: Details of any security or collateral provided for the bonds, including ranking and enforcement

2. Guarantees: Terms of any guarantees provided by third parties or group companies

3. Transfer Restrictions: Specific limitations on transfer of bonds, including any lock-up periods or qualifying criteria

4. Tax Provisions: Specific tax-related provisions, including gross-up obligations and withholding tax requirements

5. Change of Control: Specific provisions dealing with change of control of the issuer, including put rights

Suggested Schedules

1. Form of Conversion Notice: Template notice for bondholders to exercise their conversion rights

2. Calculation of Conversion Price: Detailed methodology for determining share conversion price, including adjustments

3. Form of Bond Certificate: Template of the physical bond certificate if applicable, including key terms

4. Anti-dilution Provisions: Detailed provisions protecting bondholders from dilution through corporate actions

5. Details of Security: Detailed description of any security assets and enforcement mechanisms

6. Form of Transfer Certificate: Template for documenting transfers of bonds between holders

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

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Relevant Industries
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Industries

Companies Act 2006: Primary legislation governing company operations, including share capital, issuance, directors' duties, registration requirements for securities, and company borrowing powers

Financial Services and Markets Act 2000: Regulates securities offerings, financial promotion restrictions, and prospectus requirements for financial instruments including convertible bonds

Companies Securities (Insider Dealing) Act 1985: Legislation covering insider trading provisions and disclosure requirements for securities

FCA Rules: Regulatory framework including Listing Rules, Disclosure and Transparency Rules, and Prospectus Rules administered by the Financial Conduct Authority

UK Market Abuse Regulation: Regulations governing the handling of inside information and prevention of market manipulation in securities trading

Income Tax Act 2007: Tax legislation relevant to the treatment of income from convertible bonds and their conversion

Corporation Tax Act 2010: Tax legislation governing corporate aspects of bond issuance and conversion

Taxation of Chargeable Gains Act 1992: Legislation covering tax treatment of gains arising from bond conversion and disposal

English Contract Law: Common law principles governing contract formation including offer, acceptance, consideration, and intention to create legal relations

UK Corporate Governance Code: Guidelines for corporate governance practices applicable to listed companies issuing convertible bonds

Consumer Credit Act 1974: Legislation potentially applicable if the convertible bonds have consumer credit implications

Financial Collateral Arrangements (No.2) Regulations 2003: Regulations governing security arrangements in financial instruments, relevant if the bonds involve collateral

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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