The Preference Shares Agreement is a crucial document for companies seeking to raise capital while maintaining existing control structures under New Zealand law. This agreement is typically used when a company needs to attract significant investment while offering investors preferential rights to dividends and capital returns without necessarily granting full voting rights. The Preference Shares Agreement sets out detailed terms regarding dividend payments, capital rights, voting rights, transfer restrictions, and redemption or conversion options if applicable. It must comply with the New Zealand Companies Act 1993 and the Financial Markets Conduct Act 2013, making it suitable for both private and public companies. The document is particularly valuable for companies in growth phases, restructuring situations, or when seeking strategic investment while preserving management control.
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1. Parties: Identification of the company issuing the preference shares and the preference shareholder(s)
2. Background: Context of the preference share issuance, including company status and purpose of the issue
3. Definitions and Interpretation: Key terms used throughout the agreement and rules for interpretation
4. Issue of Preference Shares: Details of the preference shares being issued, including number, class, and issue price
5. Dividend Rights: Terms regarding dividend payments, including rate, calculation method, and payment dates
6. Capital Rights: Rights on return of capital and winding up, including priority of payment
7. Voting Rights: Extent and limitations of voting rights attached to the preference shares
8. Transfer Restrictions: Limitations and procedures for transferring preference shares
9. Variations of Rights: Process for varying the rights attached to the preference shares
10. Notices: Requirements for giving notices under the agreement
11. General Provisions: Standard contractual provisions including governing law, jurisdiction, and amendments
1. Redemption Rights: Terms for redemption of shares - include if shares are redeemable
2. Conversion Rights: Terms for converting preference shares to ordinary shares - include if shares are convertible
3. Anti-dilution Provisions: Protections against dilution - include for sophisticated investors
4. Tag-Along Rights: Right to join in sale of majority shares - include for minority protection
5. Drag-Along Rights: Right to force minority to join sale - include for majority protection
6. Information Rights: Rights to company information - include for significant investors
7. Board Appointment Rights: Rights to appoint directors - include for strategic investors
8. Pre-emptive Rights: Rights on new share issues - include if agreed with investors
1. Schedule 1: Share Terms: Detailed terms and conditions of the preference shares
2. Schedule 2: Share Certificate: Form of share certificate to be issued
3. Schedule 3: Transfer Form: Form for transferring preference shares
4. Schedule 4: Dividend Calculation: Detailed methodology for calculating dividends
5. Schedule 5: Conversion Mechanics: Detailed procedures for share conversion if applicable
6. Schedule 6: Redemption Notice: Form of notice for share redemption if applicable
7. Schedule 7: Shareholder Details: Details of initial preference shareholders and their holdings
8. Appendix A: Company Constitution: Current constitution of the company (or relevant extracts)
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