The Standby Equity Distribution Agreement (SEDA) is a sophisticated financing tool used when companies need flexible access to equity capital without immediate dilution. Popular in Singapore's dynamic market, it provides a commitment from investors to purchase newly issued shares over time, subject to various conditions and pricing mechanisms. The agreement typically includes detailed provisions on draw-down procedures, pricing formulae, and regulatory compliance requirements under Singapore law, particularly the Securities and Futures Act and SGX listing rules.
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1. Parties: Identification of the company and the investor(s)
2. Background: Context of the agreement and basic premises
3. Definitions: Key terms used throughout the agreement
4. Facility Amount and Term: Total commitment amount and duration of the facility
5. Draw Down Mechanics: Process and conditions for requesting equity investments
6. Pricing Mechanism: Formula for determining share price for each draw down
7. Conditions Precedent: Requirements to be met before facility becomes effective
8. Representations and Warranties: Standard company declarations and assurances
9. Covenants: Ongoing obligations of the company
1. Market Making Provisions: Terms for market making services if required when investor also provides market making services
2. Rights of First Refusal: Terms for future equity offerings when parties agree to preferential rights for future raises
3. Anti-dilution Provisions: Protection against dilution from other issuances when specifically negotiated by investor
1. Draw Down Notice Form: Standard form for requesting investments
2. Pricing Certificate: Template for calculating share price for each draw down
3. Compliance Certificate: Form confirming compliance with conditions
4. Share Capital Structure: Current capitalization table of the company
5. Required Approvals: List of regulatory and corporate approvals needed
Relevant legal definitions
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