The Private Placement Engagement Letter is essential when a company seeks to raise capital through private placement of securities in the UK market. This document is typically used when engaging financial advisors or investment banks to assist with private capital raising, setting out the terms of service, fee structures, and regulatory obligations. Under English and Welsh law, such letters must carefully address regulatory requirements, particularly those set by the Financial Conduct Authority (FCA). The document serves as the foundational agreement defining the scope of services, responsibilities, and commercial terms between the parties involved in the private placement process.
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1. Addressee Details: Full name, address and appropriate contact details of the client
2. Scope of Engagement: Detailed description of private placement services to be provided, including any specific limitations or exclusions
3. Regulatory Disclosures: Statement of firm's regulatory status, FCA authorizations, and required regulatory warnings
4. Client Categorization: Classification of client under FCA rules (e.g., Professional Client, Eligible Counterparty)
5. Fee Structure: Comprehensive details of fees, expenses, payment terms and timing
6. Confidentiality: Terms regarding confidentiality of information, including any regulatory requirements
7. Liability and Indemnification: Scope of liability limitations and indemnification provisions
1. Transaction Timeline: Expected timeline and key milestones for the private placement process, used for complex transactions with multiple stages
2. Success Fee Provisions: Details of any performance-based compensation or success fees, included when relevant to the fee structure
3. Team Structure: Information about key personnel and their roles in the engagement, relevant for larger transactions
4. Conflicts of Interest: Disclosure of any actual or potential conflicts of interest, included when relevant
1. Schedule 1 - Fee Schedule: Detailed breakdown of all fees, charges, and payment structures
2. Schedule 2 - Services Description: Comprehensive outline of services and deliverables to be provided
3. Schedule 3 - Required Information: List of information and documents required from the client for the engagement
4. Schedule 4 - Standard Terms and Conditions: Standard terms and conditions applicable to the engagement
5. Schedule 5 - Regulatory Disclosures: Detailed regulatory disclosures and risk warnings required under FSMA and FCA rules
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