The Preference Share Subscription Agreement is a key document used in Malaysian corporate financing transactions when a company wishes to issue preference shares to raise capital while offering investors certain preferential rights over ordinary shareholders. This document type is particularly relevant when companies need to structure investment terms that provide specific dividend rights, capital rights, or voting rights to investors, while maintaining existing control structures. The agreement must comply with Malaysian law, particularly the Companies Act 2016 and relevant Securities Commission guidelines. It typically includes detailed provisions regarding the nature of the preference shares, subscription terms, conditions precedent, completion mechanics, and various protective provisions for investors. The document is commonly used in private equity investments, venture capital transactions, and corporate restructuring scenarios where sophisticated investors require additional rights and protections beyond those available to ordinary shareholders.
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1. Parties: Identifies the company issuing the preference shares and the subscriber(s)
2. Background: Sets out the context of the transaction and the company's authorization to issue the preference shares
3. Definitions and Interpretation: Defines key terms and establishes interpretation principles for the agreement
4. Subscription: Details the number, class, and price of preference shares being subscribed for
5. Preference Share Rights: Specifies the rights attached to the preference shares including dividend rights, voting rights, and capital rights
6. Conditions Precedent: Lists the conditions that must be satisfied before completion of the subscription
7. Completion: Sets out the completion mechanics, timing, and deliverables
8. Company's Warranties: Contains the company's representations and warranties
9. Subscriber's Warranties: Contains the subscriber's representations and warranties
10. Confidentiality: Governs the confidentiality obligations of the parties
11. Notices: Specifies how formal notices under the agreement should be given
12. General Provisions: Contains standard boilerplate provisions including governing law, jurisdiction, and entire agreement
1. Anti-Dilution Rights: Protects the subscriber's shareholding percentage in case of future share issuances
2. Tag-Along Rights: Gives the preference shareholder the right to join in any sale of shares by major shareholders
3. Drag-Along Rights: Allows majority shareholders to force minority shareholders to join in a sale
4. Board Appointment Rights: Grants the subscriber rights to appoint directors to the company's board
5. Information Rights: Specifies additional information and inspection rights for the preference shareholder
6. Conversion Rights: Details the terms and process for converting preference shares to ordinary shares
7. Pre-emptive Rights: Gives preference shareholders priority rights in future share issuances
8. Redemption: Sets out terms and procedures for redemption of the preference shares if applicable
1. Details of the Company: Contains corporate information including share capital structure and existing shareholders
2. Preference Share Terms: Detailed terms and conditions attached to the preference shares
3. Conditions Precedent: Detailed list of conditions precedent and required documents
4. Completion Requirements: Detailed list of documents and actions required at completion
5. Form of Board Resolutions: Template board resolutions approving the preference share issuance
6. Warranties: Detailed warranties given by the company and/or subscriber
7. Deed of Adherence: Form of deed for new shareholders to adhere to the agreement
8. Constitution Amendments: Required amendments to the company's constitution to accommodate the preference shares
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Healthcare
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Private Equity
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Professional Services
Consumer Goods
Industrial
Relevant Teams
Legal
Finance
Corporate Secretarial
Compliance
Investment
Board of Directors
Executive Management
Corporate Development
Risk Management
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
Corporate Secretary
Investment Director
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Finance Director
Company Director
Investment Manager
Corporate Lawyer
Financial Controller
Compliance Officer
Board Member
Managing Director
Private Equity Manager
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