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Share Issue Agreement

Share Issue Agreement Template for South Africa

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Key Requirements PROMPT example:

Share Issue Agreement

"I need a Share Issue Agreement for my tech startup to issue 10,000 Series A preference shares to a foreign venture capital firm, with anti-dilution protection and board appointment rights, to be completed by March 2025."

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Document background
A Share Issue Agreement is a crucial document used when a company wishes to issue new shares to investors or existing shareholders in South Africa. The agreement is essential for companies seeking to raise capital, bring in strategic investors, or implement employee share schemes. It must comply with the Companies Act 71 of 2008 and other relevant South African legislation, including the Financial Markets Act for listed companies. The document details the mechanics of the share issue, including the number and class of shares, price, payment terms, and conditions precedent. It also addresses regulatory requirements, such as CIPC filings and, where applicable, exchange control regulations for foreign subscribers. The agreement typically includes comprehensive warranties and representations from both the company and subscribers, ensuring all parties' interests are protected throughout the share issue process.
Suggested Sections

1. Parties: Identification of the issuing company and the subscriber(s)

2. Background: Context of the share issue, including company status, authorization for issue, and purpose

3. Definitions and Interpretation: Definitions of key terms and interpretation rules

4. Share Subscription: Details of shares being issued, including class, number, and price

5. Payment Terms: Terms and timing of payment for the shares

6. Conditions Precedent: Any conditions that must be met before the share issue becomes effective

7. Completion: Mechanics and timing of the share issue completion

8. Warranties and Representations: Standard warranties from both company and subscriber

9. Company's Obligations: Obligations of the company regarding the share issue

10. Subscriber's Obligations: Obligations of the subscriber regarding the share subscription

11. Confidentiality: Provisions regarding confidential information

12. Notices: Process for giving formal notices under the agreement

13. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, etc.

Optional Sections

1. Pre-emptive Rights: Rights of existing shareholders to participate in the share issue, used when required by shareholders' agreement or company constitution

2. Anti-dilution Protection: Provisions protecting against future dilution, used for preference share issues or strategic investors

3. Tag-Along Rights: Rights allowing other shareholders to participate in the share issue, used in closely held companies

4. Board Appointment Rights: Rights to appoint directors, used for substantial share issues

5. Dividend Rights: Special dividend rights attached to the shares, used for preference shares

6. Exchange Control Provisions: Special provisions for foreign subscribers, used when subscriber is non-South African

7. Tax Indemnities: Specific tax-related indemnities, used in complex share structures

Suggested Schedules

1. Share Capital Structure: Details of the company's share capital structure pre and post-issue

2. Form of Share Certificate: Template of the share certificate to be issued

3. Board Resolution: Copy of board resolution approving the share issue

4. Shareholders' Resolution: Copy of shareholders' resolution (if required) approving the share issue

5. Warranties: Detailed warranties given by the company and/or subscriber

6. Completion Requirements: Detailed list of completion deliverables and requirements

7. Required Regulatory Approvals: List of required regulatory approvals and their status

8. Rights Attaching to Shares: Detailed description of the rights attaching to the shares being issued

Authors

Alex Denne

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

alex.den.21@genieai.co
Relevant legal definitions






































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Relevant Industries

Financial Services

Technology

Manufacturing

Mining

Real Estate

Retail

Healthcare

Energy

Telecommunications

Professional Services

Agriculture

Construction

Transportation

Education

Media and Entertainment

Relevant Teams

Legal

Finance

Corporate Development

Treasury

Compliance

Risk Management

Company Secretariat

Board of Directors

Executive Management

Investment Relations

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Company Secretary

Legal Counsel

Corporate Lawyer

Investment Banker

Financial Director

Compliance Officer

Corporate Finance Manager

Board Director

Investment Manager

Private Equity Manager

Venture Capital Manager

Risk Manager

Treasury Manager

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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