The Share Distribution Agreement is a critical document used in New Zealand when a company wishes to distribute its shares through professional intermediaries. It's particularly relevant for both private placements and public offerings, requiring compliance with the Financial Markets Conduct Act 2013 and other relevant New Zealand legislation. The agreement typically includes detailed provisions about distribution methods, pricing mechanisms, regulatory compliance requirements, risk allocations, and reporting obligations. This document is essential for companies seeking to expand their shareholder base, raise capital, or facilitate secondary market trading of their shares, while ensuring all parties understand their roles and responsibilities in the distribution process.
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1. Parties: Identification of all parties to the agreement, including the company issuing shares, distribution agents, and other relevant parties
2. Background: Context of the share distribution, including company information, purpose of distribution, and relevant corporate approvals
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Appointment and Authority: Appointment of distributor(s) and scope of their authority to distribute shares
5. Distribution Terms: Core terms of the distribution including quantity, price, and timing
6. Compliance Requirements: Obligations regarding regulatory compliance, including FMA requirements and AML/CFT obligations
7. Representations and Warranties: Key statements of fact and assurances from all parties
8. Distribution Process: Detailed procedures for share allocation, payment, and transfer
9. Fees and Costs: Payment terms for distribution services and allocation of costs
10. Reporting and Records: Requirements for maintaining records and reporting on distribution activities
11. Confidentiality: Provisions protecting confidential information
12. Term and Termination: Duration of the agreement and circumstances for termination
13. General Provisions: Standard legal provisions including notices, amendments, governing law
1. Underwriting Arrangements: Used when the distribution includes underwriting commitments
2. International Distribution: Required when shares are being distributed across multiple jurisdictions
3. Lock-up Provisions: Include when there are restrictions on further share sales post-distribution
4. Sub-distributor Arrangements: Needed when sub-distributors may be appointed
5. Market Making Provisions: Include for listed companies requiring ongoing market making services
6. Electronic Distribution Mechanisms: Required when using online platforms or electronic distribution systems
7. Shareholder Approval Requirements: Include when distribution requires specific shareholder approvals
1. Share Details: Detailed description of shares being distributed, including class, rights, and restrictions
2. Distribution Timeline: Detailed timeline of the distribution process and key dates
3. Fee Schedule: Detailed breakdown of all fees, commissions, and payment terms
4. Compliance Procedures: Detailed procedures for regulatory compliance and due diligence
5. Form of Transfer Documentation: Templates for share transfer and related documentation
6. Due Diligence Checklist: List of required due diligence items and verification requirements
7. Marketing Materials: Approved forms of marketing and promotional materials
8. Reporting Templates: Standard forms for required reporting and record-keeping
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