The Private Equity Subscription Agreement is a fundamental document used when a private equity investor seeks to acquire shares in an Indonesian target company through a new share issuance rather than purchasing existing shares. This document is essential for compliance with Indonesian investment regulations, particularly Law No. 40 of 2007 on Limited Liability Companies and Law No. 25 of 2007 on Investment. It is typically used in growth capital or late-stage investments where the investor is taking a significant but not necessarily controlling stake. The agreement details the subscription price, number and class of shares, conditions precedent (including regulatory approvals), representations and warranties, and post-completion rights and obligations. It must carefully consider foreign ownership restrictions, currency regulations, and specific sectoral requirements under Indonesian law.
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1. Parties: Identification of the Company, the Investor(s), and any other relevant parties to the agreement
2. Background: Context of the investment, including company status and purpose of the subscription
3. Definitions: Defined terms used throughout the agreement
4. Subscription and Payment: Details of shares being subscribed to, price per share, and payment terms
5. Conditions Precedent: Conditions that must be satisfied before completion of the subscription
6. Completion: Process and requirements for completing the subscription, including timing and deliverables
7. Company's Representations and Warranties: Statements of fact and assurances given by the Company
8. Investor's Representations and Warranties: Statements of fact and assurances given by the Investor
9. Covenants: Ongoing obligations of the parties post-completion
10. Confidentiality: Obligations regarding confidential information
11. Notices: Process and requirements for formal communications between parties
12. Governing Law and Dispute Resolution: Choice of law and method of resolving disputes
13. General Provisions: Standard boilerplate clauses including assignment, amendments, and severability
1. Anti-dilution Rights: Protection for investors against future share issuances at lower valuations, included when negotiated by investors
2. Tag-Along Rights: Right of minority shareholders to join in sale of shares by majority, included for minority investor protection
3. Drag-Along Rights: Right of majority shareholders to force minority to join in sale, included for majority control
4. Board Representation: Rights of investors to appoint board members, included when investor requires board seats
5. Information Rights: Specific rights to company information and reports, included for significant investments
6. Pre-emptive Rights: Right to participate in future share issuances, included to protect against dilution
7. Exit Rights: Provisions regarding future sale or IPO, included when investors require specific exit mechanisms
1. Share Capital Structure: Details of company's current shareholding and capital structure
2. Subscription Details: Specific details of shares being subscribed, including class, rights, and price
3. Conditions Precedent Checklist: List of all conditions to be satisfied before completion
4. Completion Checklist: List of all documents and actions required at completion
5. Company Warranties: Detailed list of company warranties
6. Company Disclosure Letter: Exceptions and qualifications to company warranties
7. Key Performance Indicators: Specific metrics and targets relevant to the investment
8. Constitutional Documents: Company's articles of association and other constitutional documents
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