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Promissory Note Convertible To Equity for the United Kingdom

Promissory Note Convertible To Equity Template for England and Wales

A legally binding document under English and Welsh law that combines elements of debt and equity financing. It represents a loan that can be converted into equity shares of the issuing company under specified conditions. The document details the loan amount, interest rate, maturity date, conversion terms, and triggers for conversion. It provides investors with the security of debt while maintaining the potential upside of equity investment, making it particularly suitable for early-stage company financing.

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What is a Promissory Note Convertible To Equity?

A Promissory Note Convertible To Equity is commonly used in England and Wales for bridge financing or early-stage investment scenarios where company valuation may be difficult to determine. It provides flexibility by allowing companies to defer equity valuation while securing immediate funding. The document includes crucial terms such as conversion price, qualified financing thresholds, maturity date, and interest rates. It's particularly useful for startups seeking to raise capital while maintaining cash flow and offering potential equity upside to investors.

What sections should be included in a Promissory Note Convertible To Equity?

1. Parties: Identifies the issuer and holder of the note

2. Background: Context of the loan and conversion rights

3. Definitions: Key terms used throughout the document

4. Principal Amount and Interest: Loan amount, interest rate, and payment terms

5. Conversion Rights: Terms and conditions for converting debt to equity

6. Maturity Date: When the note becomes due

7. Events of Default: Circumstances triggering immediate repayment

What sections are optional to include in a Promissory Note Convertible To Equity?

1. Security: Details of any collateral securing the note - include when the note is secured

2. Subordination: Ranking of the note relative to other debt - include when there are multiple creditors

3. Pre-emptive Rights: Rights of existing shareholders - include when required by shareholders' agreement

What schedules should be included in a Promissory Note Convertible To Equity?

1. Conversion Mechanics: Detailed process for converting debt to equity

2. Form of Conversion Notice: Template notice for exercising conversion rights

3. Capitalization Table: Current and post-conversion ownership structure

4. Payment Schedule: Schedule of interest payments if applicable

Authors

Alex Denne

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

Jurisdiction

England and Wales

Publisher

Genie AI

Document Type

Promissory Note

Sector

Banking

Cost

Free to use
Relevant legal definitions


































Clauses




























Industries

Companies Act 2006: Primary legislation governing company law in England and Wales, covering share issuance, share capital requirements, directors' duties, and company registration requirements

Financial Services and Markets Act 2000: Regulates financial services industry, including financial promotion restrictions, regulated activities provisions, and investment restrictions

Consumer Credit Act 1974: Legislation governing consumer credit agreements, relevant if the note holder could be classified as a consumer

Financial Collateral Arrangements (No 2) Regulations 2003: Regulations covering security arrangements and enforcement provisions for financial collateral

Corporate Insolvency and Governance Act 2020: Legislation governing insolvency proceedings and creditor rights in corporate contexts

Law of Property Act 1925: Fundamental property law legislation including provisions regarding security interests

FCA Regulations: Financial Conduct Authority regulations regarding securities, private placements, and financial instruments

Tax Legislation: Relevant tax laws including Income Tax Act 2007, Corporation Tax Act 2009, and stamp duty considerations for convertible instruments

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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