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Standby Equity Distribution Agreement Template for South Africa

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Key Requirements PROMPT example:

Standby Equity Distribution Agreement

"Need a Standby Equity Distribution Agreement for a JSE-listed technology company seeking to raise up to R500 million in equity funding over 24 months starting March 2025, with quarterly drawdown options and standard JSE compliance provisions."

Document background
The Standby Equity Distribution Agreement (SEDA) is a strategic financing instrument used in the South African market, particularly by companies listed on the Johannesburg Stock Exchange (JSE). This agreement type is typically employed when a company requires flexible access to equity capital without the immediate dilution effect of a traditional rights issue or private placement. It enables the issuer to raise capital incrementally by issuing new shares to an investor over time, with pricing typically determined by reference to market trading prices. The agreement must comply with South African regulatory requirements, including the Companies Act 71 of 2008, Financial Markets Act 19 of 2012, and JSE Listing Requirements. SEDAs are particularly valuable during periods of market volatility or when companies need to fund ongoing growth initiatives while maintaining control over the timing and size of capital raises.
Suggested Sections

1. Parties: Identification of the company issuing shares and the investor/purchaser

2. Background: Context of the agreement, including company's listing status and purpose of the SEDA

3. Definitions: Key terms used throughout the agreement, including financial and technical terminology

4. Facility Amount and Term: Total value of the equity facility and duration of the agreement

5. Advance Notice and Pricing Mechanism: Process for requesting advances and determining share price

6. Conditions Precedent: Requirements that must be met before the agreement becomes effective

7. Share Issuance Procedures: Detailed process for issuing and delivering shares

8. Representations and Warranties: Standard and specific assertions by both parties

9. Company Covenants: Ongoing obligations of the company during the agreement term

10. Events of Default: Circumstances constituting default and consequences

11. Termination: Conditions and process for ending the agreement

12. Confidentiality: Protection of sensitive information

13. Notices: Communication procedures between parties

14. General Provisions: Standard legal provisions including governing law, jurisdiction, and amendment procedures

Optional Sections

1. Market Making Provisions: Required when the investor will act as market maker for the company's shares

2. Anti-dilution Protection: Include when specific protections against share dilution are needed

3. Registration Rights: Necessary when dealing with international investors requiring share registration

4. Foreign Investment Provisions: Required when involving non-South African investors

5. Broker-Dealer Provisions: Include when a broker-dealer is involved in the transaction

6. Black Economic Empowerment Provisions: Required when BEE compliance is relevant to the transaction

7. Lock-up Provisions: Include when restrictions on share sales are needed

Suggested Schedules

1. Advance Notice Form: Template for company to request advances under the facility

2. Pricing Certificate: Standard form for calculating and certifying share prices

3. Compliance Certificate: Template for confirming compliance with agreement conditions

4. Share Issuance Notice: Standard form for notification of share issuance

5. Company Board Resolutions: Required corporate approvals for the agreement

6. Calculation Methods: Detailed procedures for calculating prices and amounts

7. Due Diligence Requirements: List of required due diligence documents and procedures

8. Regulatory Approvals: List of required regulatory approvals and status

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

Relevant legal definitions
Clauses





































Relevant Industries

Financial Services

Mining

Technology

Healthcare

Manufacturing

Renewable Energy

Real Estate

Telecommunications

Infrastructure

Retail

Agriculture

Biotechnology

Relevant Teams

Legal

Finance

Corporate Finance

Treasury

Compliance

Risk Management

Corporate Development

Investor Relations

Company Secretariat

Capital Markets

Relevant Roles

Chief Financial Officer

Chief Executive Officer

Legal Counsel

Corporate Finance Director

Investment Banker

Company Secretary

Compliance Officer

Financial Director

Treasury Manager

Corporate Development Director

Legal Director

Investment Relations Manager

Risk Manager

Securities Trading 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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