The Share Issue Agreement is a fundamental document used in New Zealand corporate transactions when a company wishes to issue new shares to investors or existing shareholders. It is essential for companies seeking to raise capital, bring in new investors, or implement employee share schemes. The agreement must comply with New Zealand's Companies Act 1993 and related legislation, making it suitable for both private and public companies. The document typically includes detailed provisions about the shares being issued, payment terms, conditions precedent, completion requirements, and various warranties from both the company and subscribers. It's particularly important in scenarios involving capital raising, corporate restructuring, or strategic investments, and can be adapted to accommodate different share classes and rights.
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1. Parties: Identifies the issuing company and the subscriber(s) with their full legal names and addresses
2. Background: Outlines the context of the share issue, including company status, existing share capital, and purpose of the issue
3. Definitions and Interpretation: Defines key terms used throughout the agreement and sets out interpretation rules
4. Agreement to Issue and Subscribe: Core agreement where company agrees to issue and subscriber agrees to subscribe for shares
5. Consideration: Details of the price per share and total consideration, payment terms and methods
6. Conditions Precedent: Any conditions that must be satisfied before the share issue becomes effective
7. Completion: Specifies the completion date, time, location, and actions required at completion
8. Company's Warranties: Standard warranties given by the company regarding its authority, share capital, and compliance
9. Subscriber's Warranties: Warranties from the subscriber regarding capacity, funds source, and compliance
10. Confidentiality: Obligations regarding confidential information disclosed during the transaction
11. Notices: How formal notices under the agreement must be given
12. General Provisions: Standard boilerplate clauses including entire agreement, amendments, governing law
1. Pre-emptive Rights Waiver: Required if existing shareholders need to waive their pre-emptive rights
2. Share Rights and Restrictions: Needed when issuing shares with special rights or restrictions
3. Board Approval: Include when specific board approvals are required beyond standard resolutions
4. Shareholder Approval: Required when shareholder approval is needed for the share issue
5. Anti-dilution Provisions: Include when protecting existing shareholders from dilution
6. Tag-along/Drag-along Rights: Include when implementing these rights for future share transfers
7. Investment Warranties: Additional warranties for significant investments or sophisticated investors
8. Regulatory Compliance: Specific provisions for compliance with overseas investment or other regulatory requirements
1. Share Details: Details of shares being issued including class, rights, and nominal value
2. Form of Share Certificate: Template of the share certificate to be issued
3. Conditions Precedent: Detailed list of all conditions that must be satisfied
4. Company Information: Key company details including existing share capital structure
5. Board Resolutions: Copy of relevant board resolutions approving the share issue
6. Warranties: Detailed list of warranties given by both parties
7. Completion Requirements: Detailed list of documents and actions required at completion
8. Regulatory Approvals: Copies of any required regulatory approvals or waivers
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