The Subscription Agreement Private Placement is a crucial document used in South African private capital markets for documenting the terms of investment in securities offered through private placement. It is typically used when companies seek to raise capital from a select group of investors without making a public offering. The agreement must comply with South African regulatory requirements, particularly the Companies Act 71 of 2008 and Financial Markets Act 19 of 2012. It includes essential elements such as investor qualification criteria, subscription terms, warranties, and representations, while addressing specific South African requirements like exchange control regulations and BEE considerations where applicable. This document is fundamental for private capital raising activities and provides legal protection for both the issuing company and the investor.
Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.
Your data doesn't train Genie's AI
You keep IP ownership of your docs
1. Parties: Identification of the issuing company and the subscriber
2. Background: Context of the private placement and purpose of the agreement
3. Definitions and Interpretation: Definitions of key terms and interpretation rules
4. Subscription: Details of the securities being subscribed for, including number, class, and price
5. Subscription Price: Payment terms, method of payment, and timing
6. Conditions Precedent: Conditions that must be satisfied before the subscription becomes effective
7. Completion: Process and requirements for completing the subscription
8. Warranties and Representations by the Company: Company's warranties regarding its status, authority, and the securities
9. Warranties and Representations by the Subscriber: Subscriber's warranties regarding capacity, understanding of risks, and qualification as an investor
10. Confidentiality: Obligations regarding confidential information
11. Notices: Process and requirements for formal communications between parties
12. General Provisions: Standard legal provisions including governing law, jurisdiction, and entire agreement
13. Signature: Execution blocks for all parties
1. Anti-Money Laundering Provisions: Detailed AML requirements - include when dealing with high-risk investors or cross-border transactions
2. Tag-Along Rights: Rights of other shareholders to join in sale - include when required by shareholders' agreement
3. Drag-Along Rights: Rights to force other shareholders to join in sale - include when required by shareholders' agreement
4. Exchange Control Provisions: Include when dealing with foreign investors or cross-border elements
5. Pre-emptive Rights: Rights of existing shareholders - include when required by company constitution or shareholders' agreement
6. Transfer Restrictions: Restrictions on transfer of subscribed shares - include when specific holding periods or transfer limitations apply
7. Director Appointment Rights: Rights to appoint directors - include for significant investments
8. Dividend Rights: Special dividend arrangements - include when offering preference shares or special dividend rights
1. Schedule 1: Subscription Details: Detailed information about the securities, including class, number, and price
2. Schedule 2: Company Information: Key company information including registration details, directors, and share capital
3. Schedule 3: Conditions Precedent: Detailed list of all conditions precedent to be satisfied
4. Schedule 4: Completion Requirements: Detailed completion checklist and requirements
5. Schedule 5: Warranties: Detailed warranties by both parties
6. Appendix A: Risk Factors: Detailed disclosure of investment risks
7. Appendix B: Investor Questionnaire: Questionnaire to confirm investor qualification and suitability
8. Appendix C: Payment Instructions: Detailed payment procedures and bank account information
9. Appendix D: Required KYC Documents: List of required know-your-customer documents
Find the exact document you need
Candidate Placement Agreement
A South African law-governed agreement between recruitment agencies and clients for professional candidate placement services.
Download
Placement Agency Agreement
A South African law-governed agreement between a placement agency and client company for recruitment services, defining service terms and compliance requirements.
Download
Staffing Agency Contract With Client
A South African law-governed agreement between a staffing agency and client company for the provision of temporary employment services.
Download
Placement Contract Agreement
A South African law-governed agreement establishing terms between placement agencies and parties involved in recruitment, ensuring compliance with local labor and employment services legislation.
Download
Employee Placement Agreement
South African legal agreement between placement agencies and clients for recruitment services, governed by local employment and labor laws.
Download
Subscription Agreement Private Placement
A South African law-governed agreement detailing terms for investor subscription to securities through private placement, ensuring regulatory compliance and protecting both issuer and investor interests.
Download
Recruiting Agency Contract
A South African law-governed agreement between a recruitment agency and client company for professional recruitment services.
Download
Employment Agency Contract
A South African law-governed agreement between an employment agency and client company for recruitment and placement services.
Download
Employment Agency Agreement
A South African law-governed agreement between an employment agency and client company establishing terms for recruitment services and placements.
Download
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)