A Debenture Subscription Agreement is essential when a company seeks to raise debt finance through the issuance of debentures in England and Wales. This document forms the cornerstone of the debenture issuance process, detailing subscription terms, representations and warranties, covenants, and security arrangements. It ensures compliance with the Companies Act 2006, Financial Services and Markets Act 2000, and relevant FCA regulations. The agreement is particularly crucial for protecting both the issuer's and subscribers' interests while maintaining regulatory compliance.
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1. Parties: Identification of the issuing company and subscribers
2. Background: Context of the debenture issuance and company's authority to issue
3. Definitions: Key terms used throughout the agreement
4. Subscription Terms: Details of debenture amount, interest rate, and payment terms
5. Conditions Precedent: Conditions that must be satisfied before subscription
6. Representations and Warranties: Company's statements about its status and capacity
7. Covenants: Ongoing obligations of the company
1. Security Provisions: Details of any security backing the debentures - include when debentures are secured
2. Conversion Rights: Terms for converting debentures to shares - include for convertible debentures
3. Trading Restrictions: Limitations on transfer of debentures - include when transferability is restricted
1. Form of Debenture Certificate: Template of the actual debenture certificate
2. Conditions Precedent Documents: List of required documents and conditions
3. Financial Covenants: Detailed financial obligations and calculations
4. Security Documents: Details of security arrangements if applicable
5. Board Resolutions: Company approvals for debenture issuance
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