The Preference Share Subscription Agreement is a crucial document in Nigerian corporate finance, used when a company wishes to raise capital by issuing preferred shares to investors while maintaining existing voting control structures. This agreement is particularly important in the Nigerian market where companies seek to balance the need for growth capital with maintaining strategic control. The document must comply with the Companies and Allied Matters Act (CAMA) 2020 and other relevant Nigerian regulations, making it essential for both domestic and foreign investments. It typically includes detailed provisions on share rights, dividend preferences, exit rights, and investor protections, while also addressing specific requirements for foreign investors under Nigerian investment laws. This type of agreement is commonly used in growth stage financing, strategic investments, and corporate restructuring scenarios.
Your data doesn't train Genie's AI
You keep IP ownership of your information
Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.
OR
Let Genie AI's market-leading legal AI identify missing terms, unusual language, compliance issues and more - in just seconds.
1. Parties: Identification of the Company issuing the preference shares and the Subscriber(s)
2. Background: Context of the transaction, including company's current share capital structure and purpose of the preference share issuance
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation
4. Subscription and Issue: Details of the preference shares being issued, including number, class, and price per share
5. Preference Share Rights: Specific rights attached to the preference shares (dividend rights, voting rights, conversion rights, liquidation preferences)
6. Completion: Conditions precedent, completion mechanics, and timing for the subscription
7. Payment Terms: Terms and method of payment for the preference shares
8. Company's Representations and Warranties: Company's representations regarding its status, authority, and business
9. Subscriber's Representations and Warranties: Subscriber's representations regarding authority, financial capacity, and investment intent
10. Covenants: Ongoing obligations of both parties
11. Default: Events of default and consequences
12. Confidentiality: Provisions regarding confidential information
13. Notices: Process for giving formal notices under the agreement
14. Governing Law and Jurisdiction: Nigerian law as governing law and jurisdiction for disputes
15. General Provisions: Standard boilerplate clauses including amendments, waivers, and severability
1. Anti-dilution Protection: Protection for subscribers against future share issuances at lower valuations - include when requested by sophisticated investors
2. Tag-Along Rights: Right of preference shareholders to join in sale of shares by other shareholders - include for minority investor protection
3. Drag-Along Rights: Right to force minority shareholders to join in sale of company - include when requested by majority investors
4. Foreign Investment Provisions: Additional provisions required for foreign investors, including NIPC and FEMA compliance - include when there are foreign subscribers
5. Multiple Closing Mechanics: Provisions for multiple subscription closings - include when the investment will occur in tranches
6. Board Representation: Rights of preference shareholders to appoint directors - include when investors require board seats
7. Information Rights: Special information rights for preference shareholders - include for significant investments
8. Pre-emptive Rights: Right to participate in future share issues - include when requested by investors
1. Share Capital Structure: Detailed breakdown of company's share capital before and after subscription
2. Preference Share Terms: Detailed terms and conditions attached to the preference shares
3. Conditions Precedent: List of conditions to be satisfied before completion
4. Completion Requirements: Detailed list of documents and actions required at completion
5. Form of Board Resolutions: Pro-forma board resolutions approving the share issuance
6. Disclosure Schedule: Company's disclosures against warranties
7. Form of Share Certificate: Pro-forma share certificate for the preference shares
8. CAC Forms: Relevant Corporate Affairs Commission forms for filing
9. Deed of Adherence: Form of deed for additional subscribers to join the agreement
Authors
Relevant legal definitions
Clauses
Relevant Industries
Financial Services
Technology
Manufacturing
Real Estate
Healthcare
Energy
Telecommunications
Agriculture
Infrastructure
E-commerce
Mining
Education
Retail
Transportation
Hospitality
Relevant Teams
Legal
Finance
Corporate Development
Investment
Compliance
Board of Directors
Corporate Secretariat
Treasury
Risk Management
Corporate Strategy
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
Investment Director
Corporate Lawyer
Company Secretary
Investment Manager
Financial Controller
Corporate Finance Manager
Compliance Officer
Board Director
Private Equity Manager
Venture Capital Manager
Investment Analyst
Legal Counsel
Finance Director
Managing Director
Portfolio Manager
Find the exact document you need
Managed Account Agreement
A Nigerian law-governed agreement establishing terms for discretionary investment management services between an investment manager and client.
find out more
Share Partner Agreement
A Nigerian law-governed agreement establishing terms and conditions between business partners regarding share ownership, management rights, and partnership obligations.
find out more
Capital Raising Agreement
A Nigerian law-governed agreement establishing terms and conditions for corporate capital raising, ensuring compliance with local securities regulations and corporate laws.
find out more
Term Sheet For Share Purchase Agreement
A preliminary agreement under Nigerian law outlining key terms and conditions for a proposed share acquisition, serving as the basis for a detailed Share Purchase Agreement.
find out more
Stock Broker Agreement
A Nigerian law-governed agreement between a licensed stockbroker and client establishing terms for securities trading and investment services.
find out more
Short Term Investment Contract
A Nigerian law-governed contract for short-term investments, establishing terms between investors and investment managers while ensuring regulatory compliance.
find out more
Share Trust Agreement
A Nigerian law-governed agreement establishing a trust arrangement for holding and managing shares, defining trustee powers and beneficiary rights.
find out more
Bilateral Investment Agreement
A Nigerian law-governed agreement establishing investment protection and operational frameworks between Nigeria and foreign investors or governments.
find out more
Shareholders Agreement And Share Subscription Agreement
A Nigerian law-governed agreement combining share subscription terms and shareholders' rights and obligations under CAMA 2020.
find out more
Purchase Of Shares Agreement
A Nigerian law-governed agreement detailing the terms and conditions for the sale and purchase of company shares, including transaction specifics and regulatory compliance requirements.
find out more
Startup Investment Term Sheet
A Nigerian law-governed preliminary agreement outlining key terms and conditions for startup investment, serving as the basis for final investment documentation.
find out more
Share Allotment Agreement
A Nigerian law-governed agreement that documents the terms and conditions for the issuance of new shares by a company to subscribers, in compliance with CAMA 2020.
find out more
Preference Share Subscription Agreement
A Nigerian law-governed agreement detailing the terms and conditions for investors subscribing to preference shares in a company, including associated rights and obligations.
find out more
Loss Share Agreement
A Nigerian law-governed agreement establishing risk-sharing arrangements between financial institutions for sharing losses on specified assets, subject to local banking regulations.
find out more
Investment Syndicate Agreement
A Nigerian law-governed agreement establishing an investment syndicate structure, defining investor relationships and operational framework for collective investments.
find out more
Investment Owners Contract
A Nigerian law-governed agreement establishing investment ownership rights, obligations, and governance structures between investors and investment owners.
find out more
International Investment Agreement
A Nigerian law-governed agreement establishing terms and protections for foreign investment in Nigeria, ensuring compliance with local regulations while safeguarding investor interests.
find out more
Agreement For Transfer Of Shares
A Nigerian law-governed agreement for the transfer of company shares from a seller to a buyer, compliant with CAMA 2020.
find out more
Movie Investment Contract
Nigerian-law governed agreement establishing terms for film production investment, including investment structure, rights, and revenue sharing arrangements in compliance with local entertainment and investment regulations.
find out more
Preference Shares Investment Agreement
A Nigerian law-governed agreement setting out terms for preference share investment, including share rights, investment conditions, and investor protections under CAMA 2020.
find out more
Wholesale Real Estate Purchase Agreement
A Nigerian law-governed agreement for wholesale real estate acquisition and subsequent assignment, incorporating Land Use Act requirements and assignment rights.
find out more
Stock Purchase Agreement Term Sheet
A preliminary agreement outlining key terms and conditions for share purchase transactions under Nigerian law, serving as a foundation for the definitive stock purchase agreement.
find out more
Equity Shares Agreement
A Nigerian law-governed agreement that documents the transfer of equity shares between parties, establishing ownership terms and shareholder rights.
find out more
Designated Investment Agreement
A Nigerian law-governed agreement establishing framework and protections for significant investments in Nigeria, including investor rights and regulatory compliance requirements.
find out more
Revenue Sharing Investment Agreement
A Nigerian law-governed agreement establishing terms for investment returns through revenue sharing mechanisms, including investment terms, calculation methods, and compliance requirements.
find out more
Artist Investment Agreement
A Nigerian law-governed agreement establishing terms for investment in an artist's work or career, including revenue sharing and rights management.
find out more
Simple Agreement For Future Equity
A Nigerian law-governed SAFE agreement for early-stage startup investment, providing rights to future equity conversion.
find out more
Share Subscription Agreement And Share Purchase Agreement
A Nigerian law-governed agreement combining share subscription for new shares and purchase of existing shares, facilitating both primary and secondary investment transactions.
find out more
Limited Partnership Term Sheet
A preliminary document under Nigerian law outlining key terms and conditions for establishing a limited partnership, serving as the basis for final partnership agreement negotiations.
find out more
Finder's Fee Agreement For Investment Capital
A Nigerian law-governed agreement establishing terms for an intermediary to secure investment capital for a company, including fee structures and service scope.
find out more
Restaurant Investment Agreement
A Nigerian law-governed agreement structuring investment terms and operational framework for restaurant businesses.
find out more
Real Estate Investment Partnership Agreement
A Nigerian law-governed agreement establishing a partnership structure for real estate investment, defining terms for resource pooling, property management, and profit sharing.
find out more
Debt Investment Agreement
A Nigerian law-governed agreement establishing terms for debt investment, including investment amount, interest rates, repayment terms, and security arrangements.
find out more
Cornerstone Investment Agreement
A Nigerian law-governed agreement establishing terms for a strategic cornerstone investment in a company, including investment terms, rights, and obligations.
find out more
Bond Repurchase Agreement
A Nigerian law-governed agreement establishing terms for the sale and repurchase of bonds between financial institutions, compliant with CBN and SEC regulations.
find out more
Share Purchase Agreement And Shareholders Agreement
A Nigerian law-governed agreement combining share purchase terms and ongoing shareholder relationships, including share transfer provisions and corporate governance arrangements.
find out more
Foreign Investment Agreement
A Nigerian law-governed agreement establishing terms and conditions for foreign investment in Nigeria, ensuring compliance with NIPC Act requirements.
find out more
Equity Stake Agreement
A Nigerian law-governed agreement documenting the terms and conditions of an equity investment, including share transfer mechanics and shareholder rights.
find out more
Property Investment Contract
A Nigerian law-governed agreement establishing terms and conditions for property investment transactions, including investment structure, property rights, and regulatory compliance requirements.
find out more
Partnership Agreement On Investment And Financial Cooperation
A Nigerian law-governed agreement establishing terms for investment partnership and financial cooperation between parties, including capital contributions, profit sharing, and management rights.
find out more
ұԾ’s Security Promise
Genie is the safest place to draft. Here’s how we prioritise your privacy and security.
Your documents are private:
We do not train on your data; ұԾ’s AI improves independently
All data stored on Genie is private to your organisation
Your documents are protected:
Your documents are protected by ultra-secure 256-bit encryption
We are ISO27001 certified, so your data is secure
Organizational security:
You retain IP ownership of your documents and their information
You have full control over your data and who gets to see it
.png)