A Share Pledge Agreement is a crucial security document used in various financial and corporate transactions in New Zealand. It is typically used when a party (Pledgor) needs to provide security over shares they own to secure financial obligations owed to another party (Pledgee). The agreement must comply with New Zealand's Personal Property Securities Act 1999, Companies Act 1993, and related legislation. Common scenarios include securing loan facilities, guarantees, or performance obligations. The document covers creation of the security interest, perfection requirements including PPSA registration, rights over dividends and voting, enforcement mechanisms, and necessary notices to the company. It's particularly important in corporate finance, acquisition financing, and restructuring transactions where shares serve as valuable collateral.
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1. Parties: Identifies the Pledgor (share owner), Pledgee (security recipient), and the Company whose shares are being pledged
2. Background: Explains the context of the pledge, typically referencing the underlying debt or obligation being secured
3. Definitions and Interpretation: Defines key terms and establishes interpretation principles for the agreement
4. Grant of Security Interest: Core provision establishing the pledge and security interest over the shares
5. Pledgor's Representations and Warranties: Confirmations regarding share ownership, authority to pledge, and absence of encumbrances
6. Perfection Requirements: Steps required to perfect the security interest, including PPSA registration and share certificate delivery
7. Continuing Security: Establishes the pledge as continuing security until obligations are fully discharged
8. Pledgor's Covenants: Ongoing obligations of the Pledgor regarding the pledged shares
9. Rights and Obligations Regarding Dividends: Treatment of dividends and other distributions during the pledge period
10. Events of Default: Circumstances constituting default under the agreement
11. Enforcement: Pledgee's rights and procedures for enforcing the security interest
12. Power of Attorney: Appointment of Pledgee as Pledgor's attorney for enforcement purposes
13. Notices: Communication requirements and procedures between parties
14. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and amendments
1. Multiple Pledgors: Additional provisions when shares are pledged by multiple parties
2. Voting Rights: Specific arrangements for exercise of voting rights during the pledge period, if not covered in main covenants
3. Share Transfer Restrictions: Additional restrictions on share transfers beyond standard pledge requirements
4. Currency Provisions: Required when secured obligations are in a different currency from share denomination
5. Further Assurance: Additional obligations to execute documents or take steps to perfect security
6. Tax Provisions: Specific tax-related obligations and allocations if relevant to the transaction
7. Independent Rights: Clarification that rights under the pledge are independent of other security interests
8. Security Agent Provisions: Required when pledge is held by a security agent on behalf of multiple beneficiaries
1. Schedule 1 - Share Details: Details of pledged shares including number, class, certificate numbers, and company details
2. Schedule 2 - Form of Notice to Company: Template notice to the company regarding the share pledge
3. Schedule 3 - Form of Acknowledgment: Template company acknowledgment of the share pledge
4. Schedule 4 - Share Transfer Form: Blank share transfer form for enforcement purposes
5. Schedule 5 - Existing Encumbrances: List of any permitted existing encumbrances over the shares
6. Schedule 6 - Secured Obligations: Detailed description of the obligations secured by the pledge
7. Appendix A - Board Resolution: Pro forma board resolution approving registration of pledge
8. Appendix B - PPSA Financing Statement: Draft PPSA financing statement for registration
Authors
Relevant legal definitions
Clauses
Relevant Industries
Banking and Financial Services
Investment Management
Private Equity
Corporate Finance
Securities Trading
Professional Services
Real Estate Investment
Infrastructure
Mining and Resources
Technology and Start-ups
Manufacturing
Retail
Relevant Teams
Legal
Finance
Corporate Secretarial
Compliance
Risk Management
Treasury
Investment
Corporate Finance
Banking
Securities Administration
Relevant Roles
Legal Counsel
Corporate Lawyer
Finance Manager
Chief Financial Officer
Company Secretary
Compliance Officer
Security Trustee
Investment Manager
Transaction Manager
Risk Manager
Corporate Finance Director
Banking Relationship Manager
Investment Banker
Private Equity Manager
Portfolio Manager
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