The Subscription Agreement Private Placement is a crucial document used in private capital raising transactions in Ireland. It is typically employed when companies seek to raise capital through private offerings of securities without public distribution, making it exempt from certain prospectus requirements under Irish law. The agreement serves multiple purposes: it documents the investment terms, ensures compliance with Irish securities regulations and EU directives, includes necessary investor representations and warranties, addresses anti-money laundering requirements, and provides for tax and regulatory considerations. This document is particularly important in the Irish context given the country's role as a major financial services center and the need to comply with both domestic and EU regulatory frameworks. It includes specific provisions required under Irish law while following international best practices for private placements.
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1. Parties: Identification of the issuer/company and the subscriber/investor
2. Background: Context of the private placement, description of the securities being offered, and purpose of the agreement
3. Definitions: Definitions of key terms used throughout the agreement
4. Subscription and Payment: Details of the subscription amount, price per share/unit, and payment terms
5. Closing Conditions: Conditions precedent to closing, including delivery of documents and satisfaction of regulatory requirements
6. Subscriber Representations and Warranties: Investor's confirmations regarding their status, capacity, and eligibility to invest
7. Company Representations and Warranties: Company's confirmations regarding its status, authority, and the offered securities
8. Anti-Money Laundering Provisions: AML and KYC requirements under Irish law
9. Notices: Process and requirements for giving notices under the agreement
10. Confidentiality: Obligations regarding confidential information
11. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, entire agreement, etc.
1. Tag-Along Rights: Include when offering minority investor protections
2. Drag-Along Rights: Include when majority shareholders want the right to force minority shareholders to join in a sale
3. Pre-emption Rights: Include when existing shareholders should have first right to purchase new shares
4. Information Rights: Include when investors are to receive specific financial or operational information
5. Board Appointment Rights: Include when investment gives right to board representation
6. Transfer Restrictions: Include when there are specific restrictions on transfer of securities
7. Tax Considerations: Include when specific tax implications need to be addressed
8. ERISA Provisions: Include when U.S. pension fund investors may be involved
1. Subscription Form: Form detailing subscriber information and subscription details
2. KYC Requirements: List of required KYC documentation and verification requirements
3. Investment Amount and Securities: Details of the specific investment amount and securities being subscribed for
4. Company Information: Key information about the company, including corporate and financial details
5. Risk Factors: Disclosure of material risks related to the investment
6. Shareholders' Rights: Summary of rights attached to the securities
7. Wire Transfer Instructions: Banking details for subscription payment
8. Required Regulatory Notices: Mandatory disclosures required under Irish law
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