The Placement Agent Engagement Letter is a crucial document used when a company seeks to raise capital through private placement of securities in Hong Kong. This document formalizes the appointment of a licensed financial institution to act as a placement agent, outlining their authority to approach potential investors and negotiate investment terms. The letter must comply with Hong Kong's Securities and Futures Ordinance and relevant SFC regulations, particularly regarding licensing requirements for Type 1 (dealing in securities) and Type 6 (advising on corporate finance) regulated activities. It typically includes detailed terms about services scope, fees, exclusivity, target investors, and regulatory compliance obligations. The document is essential for both listed and unlisted companies engaging in various forms of capital raising, from equity placements to debt offerings.
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1. Letter Header: Formal business letter header including date, addressee details, and reference number
2. Introduction: Opening paragraph identifying the parties and purpose of the engagement
3. Appointment and Scope: Formal appointment of the placement agent and detailed description of services to be provided
4. Term and Termination: Duration of the engagement and circumstances for termination
5. Fees and Expenses: Detailed fee structure, including placement fees, retainer if any, and expense reimbursement
6. Services and Obligations: Detailed description of placement agent's duties, responsibilities, and level of effort
7. Client Obligations: Company's responsibilities including provision of information and cooperation
8. Representations and Warranties: Standard representations from both parties regarding authority, accuracy of information, and compliance
9. Confidentiality: Provisions regarding treatment of confidential information
10. Indemnification: Terms of indemnification for the placement agent's benefit
11. Regulatory Compliance: Acknowledgment of regulatory requirements and compliance obligations
12. General Provisions: Standard provisions including notices, amendments, and governing law
13. Signature Block: Execution section with acknowledgment and acceptance provisions
1. Exclusivity: Optional provision granting exclusive rights to the placement agent, used in larger transactions
2. Success Fee Structure: Detailed performance-based fee arrangements, used when complex milestone-based compensation is involved
3. International Sales Restrictions: Required when placement may involve cross-border offerings
4. Lock-up Provisions: Used in equity placements where restrictions on future sales are required
5. Force Majeure: Optional clause addressing extraordinary circumstances, used in longer-term engagements
6. Non-Circumvention: Used when there's significant concern about direct approaches to identified investors
7. Marketing Materials Approval: Detailed procedures for approval of marketing materials, used in complex offerings
1. Fee Schedule: Detailed breakdown of all fees, including base fees, success fees, and other compensation
2. Description of Securities: Detailed description of the securities to be placed
3. Target Investor Profile: Description of eligible investors and any targeting criteria
4. Required Disclosures: Standard regulatory disclosures and disclaimers
5. KYC Requirements: Documentation requirements for investor verification
6. Form of Marketing Materials: Templates or requirements for marketing materials
7. Associated Entities: List of affiliated entities involved in the placement
Relevant legal definitions
Clauses
Relevant Industries
Financial Services
Investment Banking
Private Equity
Asset Management
Real Estate
Technology
Healthcare
Infrastructure
Energy
Manufacturing
Professional Services
Consumer Goods
Telecommunications
Relevant Teams
Legal
Finance
Compliance
Corporate Finance
Treasury
Risk Management
Capital Markets
Corporate Development
Executive Management
Company Secretarial
Investment Banking
Relevant Roles
Chief Financial Officer
Investment Banking Director
Compliance Officer
Legal Counsel
Corporate Finance Manager
Investment Director
Business Development Director
Company Secretary
Financial Controller
Managing Director
Head of Capital Markets
Treasury Manager
Chief Executive Officer
Head of Legal
Risk Manager
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