The Share Subscription Agreement is a crucial document used in New Zealand when a company is issuing new shares to investors, whether for raising capital, bringing in strategic investors, or as part of a broader corporate transaction. The agreement complies with New Zealand corporate and securities laws, particularly the Companies Act 1993 and Financial Markets Conduct Act 2013. It sets out the complete terms of the share subscription, including the number and class of shares, price, payment terms, conditions precedent, completion mechanics, and warranties from both parties. This document is essential for protecting both the company's and subscriber's interests, ensuring proper documentation of the transaction, and maintaining compliance with regulatory requirements. The Share Subscription Agreement often forms part of a larger suite of investment documents and may be accompanied by shareholders' agreements, board resolutions, and constitutional amendments.
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1. Parties: Identifies and provides full legal details of the company issuing shares and the subscriber(s)
2. Background: Sets out the context of the agreement, including the company's share capital structure and the subscriber's intention to invest
3. Definitions and Interpretation: Defines key terms used throughout the agreement and sets out interpretation rules
4. Subscription: Details the number, class, and price of shares being subscribed for
5. Payment Terms: Specifies the subscription price, payment method, and timing
6. Conditions Precedent: Lists any conditions that must be satisfied before the subscription takes effect
7. Completion: Sets out the completion mechanics, timing, and obligations of each party at completion
8. Company Warranties: Contains warranties given by the company regarding its status, share capital, and business
9. Subscriber Warranties: Contains warranties given by the subscriber, including capacity to enter agreement and compliance with laws
10. Confidentiality: Obligations regarding confidential information shared during the transaction
11. Notices: Specifies how formal notices under the agreement must be given
12. General Provisions: Standard boilerplate clauses including governing law, disputes, and amendments
1. Tag-Along Rights: Include when existing shareholders are to have the right to join in any sale of shares by the subscriber
2. Drag-Along Rights: Include when majority shareholders want the right to force minorities to join in a sale
3. Anti-dilution Protection: Include when subscribers are to be protected against future share issues at lower valuations
4. Board Appointment Rights: Include when the subscriber is to have the right to appoint directors
5. Multiple Closing Mechanics: Include when the subscription will occur in multiple tranches
6. Restrictive Covenants: Include when subscribers need to be bound by non-compete or similar restrictions
7. Information Rights: Include when subscribers are to have specific rights to company information beyond statutory requirements
1. Company Information: Details of the company's share capital structure, directors, and key corporate information
2. Warranties: Detailed list of warranties given by the company and/or subscriber
3. Share Certificate: Form of share certificate to be issued
4. Board Resolutions: Form of board resolutions approving the share issue
5. Disclosure Letter: Company's disclosures against the warranties
6. Shareholders' Agreement: If applicable, the form of shareholders' agreement to be entered into
7. Constitution Amendments: If required, amendments to the company's constitution to accommodate the new shares
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