The Debenture Subscription Agreement is a crucial document used in Malaysian corporate finance when a company seeks to raise capital through the issuance of debt securities (debentures). It is commonly utilized when companies require substantial funding for expansion, project financing, or working capital needs. The agreement must comply with Malaysian regulatory requirements, including those set by the Securities Commission and requirements under the Companies Act 2016. It outlines the complete relationship between the issuer and subscriber(s), including subscription terms, payment mechanics, representations and warranties, covenants, and default provisions. This document is particularly important in the Malaysian context as it must address local security creation, registration requirements, and stamp duty considerations.
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1. Parties: Identification of the issuer, subscriber(s), and any other relevant parties such as the debenture trustee
2. Background: Context of the debenture issuance, including corporate approvals obtained and purpose of the issuance
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Subscription and Issue: Terms of subscription, payment obligations, and conditions for issuance of debentures
5. Conditions Precedent: Conditions that must be satisfied before the subscription obligation becomes effective
6. Representations and Warranties: Statements of fact and assurances from the issuer and subscriber
7. Covenants: Ongoing obligations of the issuer including financial covenants and reporting requirements
8. Events of Default: Circumstances constituting default and consequences thereof
9. Interest and Redemption: Terms regarding interest payments and redemption of debentures
10. Transferability: Provisions governing the transfer of debentures
11. Notices: Process for giving notices under the agreement
12. Governing Law and Jurisdiction: Malaysian law as governing law and jurisdiction for disputes
13. General Provisions: Standard boilerplate clauses including amendments, waivers, and severability
1. Security: Details of security provided for the debentures - included for secured debentures only
2. Trustee Provisions: Provisions relating to the appointment, powers, and duties of the debenture trustee - included when using a trust structure
3. Conversion Rights: Terms of conversion if the debentures are convertible into shares
4. Series Provisions: Additional provisions for debentures issued as part of a series
5. Tax Provisions: Detailed tax provisions if specific tax treatments or withholding requirements apply
6. Meeting Provisions: Procedures for debenture holders' meetings - typically included for widely held debentures
7. Registration and Depository: Provisions regarding registration with central depository if debentures are to be traded
1. Terms of Debentures: Detailed terms and conditions of the debentures including face value, interest rate, maturity date
2. Form of Debenture Certificate: Specimen of the debenture certificate to be issued
3. Conditions Precedent Documents: List of documents required as conditions precedent
4. Financial Covenants: Detailed financial ratios and covenants to be maintained
5. Form of Transfer Instrument: Template for instrument of transfer for the debentures
6. Corporate Authorizations: Copies of relevant board and shareholder resolutions
7. Security Documents: Forms of security documents if applicable
8. Regulatory Approvals: Copies of approvals from Securities Commission and other regulatory bodies
Relevant legal definitions
Clauses
Relevant Industries
Banking & Financial Services
Real Estate & Property Development
Infrastructure & Construction
Manufacturing
Energy & Utilities
Telecommunications
Mining & Resources
Transportation & Logistics
Healthcare
Technology
Relevant Teams
Legal
Finance
Treasury
Compliance
Risk Management
Corporate Secretarial
Corporate Development
Investment
Board of Directors
Executive Management
Relevant Roles
Chief Financial Officer
Finance Director
Treasury Manager
Legal Counsel
Company Secretary
Investment Manager
Compliance Officer
Corporate Finance Manager
Risk Manager
Business Development Director
Portfolio Manager
Investment Banker
Financial Controller
Board Director
Chief Executive Officer
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