A Board Resolution For Issue Of Convertible Notes is a crucial corporate document used when a Malaysian company seeks to raise capital through convertible debt instruments. This document is typically employed when a company wants to attract investors by offering debt that can be converted into equity, usually at the investor's option. The resolution must comply with the Companies Act 2016 and Malaysian securities regulations, making it essential for proper corporate governance. It details the specific terms of the convertible notes, including conversion price, interest rate, and maturity date, while also authorizing designated officers to execute the issuance. This type of resolution is particularly valuable for growing companies that need funding but want to defer equity dilution, and it provides a clear record of board approval for regulatory compliance and corporate record-keeping purposes.
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1. Meeting Details: Date, time, place of meeting, directors present, and confirmation of quorum
2. Chairperson: Appointment/confirmation of meeting chairperson
3. Background: Context and commercial rationale for the issuance of convertible notes
4. Declarations of Interest: Directors' declarations of any interests in the proposed issuance
5. Key Terms of Notes: Principal amount, interest rate, maturity date, and conversion terms
6. Regulatory Compliance: Confirmation of compliance with relevant laws and regulations
7. Board's Consideration: Board's deliberation and basis for approving the issuance
8. Principal Resolutions: Formal resolutions approving the issuance and its terms
9. Authorization: Authorization of specific officers to execute documents and take necessary actions
10. Certification: Company secretary's certification of the resolution
1. Special Rights: Additional rights granted to noteholders, used when offering special voting or preference rights
2. Security Arrangements: Details of any security or guarantees, included when notes are secured
3. Related Party Provisions: Special provisions for when noteholders include related parties
4. Foreign Investment Considerations: Additional provisions when involving foreign investors
5. Listing Requirements: Additional provisions if notes may be listed in the future
1. Terms and Conditions of the Convertible Notes: Detailed terms including conversion price, period, mechanics, and adjustments
2. Form of Note Certificate: Template of the physical or electronic note certificate
3. List of Authorized Signatories: Names and positions of persons authorized to execute documents
4. Conversion Notice: Template of notice to be used by noteholders when exercising conversion rights
5. Financial Terms Schedule: Detailed financial terms including interest calculation methods and payment dates
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Technology
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Manufacturing
E-commerce
Healthcare
Renewable Energy
Infrastructure
Consumer Goods
Telecommunications
Relevant Teams
Legal
Finance
Corporate Secretarial
Treasury
Compliance
Corporate Finance
Board of Directors
Executive Management
Investment Relations
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Company Secretary
Legal Counsel
Board Director
Corporate Finance Manager
Investment Relations Manager
Compliance Officer
Treasury Manager
Financial Controller
Board Chairman
Corporate Secretary
Finance Director
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