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Debenture Purchase Agreement for Singapore

Debenture Purchase Agreement Template for Singapore

A Debenture Purchase Agreement under Singapore law is a legally binding contract that governs the issuance and purchase of debentures, which are debt instruments secured by company assets. The agreement details the terms of subscription, payment obligations, security arrangements, and rights of the debenture holders, all within the framework of Singapore's Securities and Futures Act and related regulations.

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What is a Debenture Purchase Agreement?

The Debenture Purchase Agreement is a crucial document used when companies seek to raise funds through debt securities in Singapore. It establishes the legal framework for issuing debentures, which can be either secured or unsecured, and may include conversion rights. The agreement must comply with Singapore's Securities and Futures Act, Companies Act, and MAS regulations. This document is particularly important as it protects both the issuer's and purchaser's interests by clearly defining the terms of the debenture issue, security arrangements, payment schedules, and default provisions.

What sections should be included in a Debenture Purchase Agreement?

1. Parties: Identification of issuer and purchaser(s)

2. Background: Context of the debenture issuance and purpose

3. Definitions: Key terms used throughout the agreement

4. Subscription and Issue: Terms of purchase and issuance of debentures

5. Consideration: Purchase price and payment terms

6. Representations and Warranties: Statements of fact by both parties

7. Covenants: Ongoing obligations of the issuer

8. Events of Default: Circumstances constituting default and remedies

9. Governing Law and Jurisdiction: Legal framework governing the agreement

What sections are optional to include in a Debenture Purchase Agreement?

1. Security: Details of any security/collateral for secured debentures

2. Trustee Provisions: Appointment and duties of trustee when using a debenture trustee

3. Conversion Rights: Terms for converting debentures to shares for convertible debentures

What schedules should be included in a Debenture Purchase Agreement?

1. Form of Debenture Certificate: Template of the physical/electronic certificate

2. Terms and Conditions: Detailed terms of the debentures

3. Security Documents: Details of security arrangements if applicable

4. Payment Schedule: Schedule of interest and principal payments

5. Form of Transfer: Template for transferring debentures

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Singapore

Publisher

Ƶ

Cost

Free to use
Relevant legal definitions




































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Industries

Securities and Futures Act (Cap. 289): Primary legislation governing securities, futures, and financial instruments in Singapore. Key for debenture issuance, prospectus requirements, and offering regulations.

Companies Act (Cap. 50): Fundamental legislation governing corporate entities in Singapore, including provisions related to creation and issuance of debentures by companies.

Banking Act (Cap. 19): Regulates banking institutions and their activities in Singapore, relevant if the debenture involves banking institutions.

Financial Advisers Act (Cap. 110): Regulates financial advisory services and distribution of investment products, including debentures.

MAS Guidelines and Regulations: Regulatory framework and guidelines issued by the Monetary Authority of Singapore governing financial instruments and securities.

SGX Listing Rules: Rules and requirements for listing securities on the Singapore Exchange, applicable if the debentures are to be listed.

Securities and Futures (Offers of Investments) Regulations 2018: Specific regulations governing the offering of investment products, including disclosure and procedural requirements.

Contract Law: Common law principles governing formation and enforcement of contracts in Singapore.

Stamp Duties Act (Cap. 312): Governs stamp duty obligations on financial instruments and their transfer in Singapore.

Personal Data Protection Act 2012: Regulates collection, use, and disclosure of personal data in Singapore, relevant for KYC and investor information.

Anti-Money Laundering Regulations: Compliance requirements to prevent money laundering and terrorism financing in financial transactions.

Foreign Exchange Control Regulations: Rules governing foreign currency transactions and international fund transfers related to debenture investments.

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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