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Compulsory Convertible Debentures Agreement Template for Malaysia

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Key Requirements PROMPT example:

Compulsory Convertible Debentures Agreement

"I need a Compulsory Convertible Debentures Agreement for my Malaysian technology startup to raise RM 5 million from three venture capital investors, with mandatory conversion into equity shares after 18 months at a pre-determined valuation of RM 50 million."

Document background
The Compulsory Convertible Debentures Agreement is a sophisticated financial instrument used in the Malaysian market when companies seek to raise capital through debt that automatically converts to equity. This document type is particularly relevant for growing companies that need immediate funding but want to defer equity dilution, or for investors who seek the security of debt with guaranteed equity participation. The agreement must comply with Malaysian regulatory requirements, including the Companies Act 2016 and Capital Markets and Services Act 2007. It typically includes detailed provisions on conversion mechanics, valuation methods, investor rights, and company obligations. This document is commonly used in growth financing, pre-IPO funding rounds, or strategic investments where the conversion terms are predetermined and mandatory.
Suggested Sections

1. Parties: Identification of the issuing company and the debenture holders

2. Background: Context of the transaction, including company's authority to issue CCDs and purpose of the issuance

3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement

4. Issue of Debentures: Terms of issuance, including amount, face value, and subscription details

5. Interest: Interest rate, calculation method, and payment terms

6. Conversion Terms: Mandatory conversion timeline, conversion ratio, and mechanics of conversion

7. Representations and Warranties: Standard and specific representations by the issuer and debenture holders

8. Covenants: Positive and negative covenants of the issuer

9. Events of Default: Circumstances constituting default and consequences

10. Rights and Obligations: Rights of debenture holders and obligations of the issuer

11. Transferability: Terms governing transfer of debentures

12. Notices: Communication procedures between parties

13. Governing Law and Jurisdiction: Applicable law and dispute resolution mechanisms

Optional Sections

1. Security: Include when debentures are secured by company assets

2. Debenture Trustee: Required when a trustee is appointed to represent debenture holders

3. Tag-Along Rights: Include when debenture holders are given rights to participate in share sales

4. Anti-Dilution Protection: Include to protect conversion value against dilutive events

5. Put Option: Include when debenture holders have early redemption rights

6. Step-Up Interest: Include when interest rates increase based on specific triggers

7. Information Rights: Include for additional reporting requirements to debenture holders

Suggested Schedules

1. Schedule 1 - Debenture Certificate Format: Format and content of the physical/digital debenture certificates

2. Schedule 2 - Conversion Notice: Format of notice for exercising conversion rights

3. Schedule 3 - Calculation of Conversion Price: Detailed methodology for calculating conversion price

4. Schedule 4 - Company Information: Key corporate details and capital structure

5. Schedule 5 - List of Debenture Holders: Details of initial debenture holders and their holdings

6. Appendix A - Board Resolution: Copy of board resolution approving CCD issuance

7. Appendix B - Valuation Report: Independent valuation report if applicable

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

Technology

Manufacturing

Real Estate

Healthcare

Renewable Energy

E-commerce

Financial Services

Infrastructure

Telecommunications

Biotechnology

Relevant Teams

Legal

Finance

Treasury

Corporate Development

Compliance

Board of Directors

Corporate Secretarial

Risk Management

Investment Relations

Relevant Roles

Chief Financial Officer

Chief Executive Officer

Finance Director

Legal Counsel

Company Secretary

Investment Manager

Corporate Finance Manager

Treasury Manager

Financial Controller

Compliance Officer

Board Director

Investment Banker

Corporate Lawyer

Industries








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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