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Debenture Subscription Agreement Template for Singapore

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Key Requirements PROMPT example:

Debenture Subscription Agreement

"Need a Debenture Subscription Agreement for our tech startup to issue secured debentures worth SGD 5 million to three institutional investors, with quarterly interest payments and a maturity date of March 15, 2025."

What is a Debenture Subscription Agreement?

The Debenture Subscription Agreement is crucial for companies seeking to raise debt financing in Singapore. This document is used when a company issues debentures, whether secured or unsecured, to investors. It sets out comprehensive terms including subscription price, interest payments, maturity, security arrangements, and default provisions. The agreement must comply with Singapore's regulatory framework, particularly the Securities and Futures Act and MAS guidelines. It's commonly used for corporate fundraising, project financing, or business expansion, providing a structured framework for debt investments while protecting both issuer and subscriber interests.

What sections should be included in a Debenture Subscription Agreement?

1. Parties: Identifies the issuer and subscriber(s) of the debentures

2. Background: Context of the debenture issuance, purpose, and relevant corporate approvals

3. Definitions: Key terms used throughout the agreement including financial terms, security-related definitions, and regulatory references

4. Subscription Details: Amount, price, and terms of debentures being subscribed, including denomination and subscription process

5. Conditions Precedent: Prerequisites for subscription completion including regulatory approvals, corporate authorizations, and due diligence

6. Representations and Warranties: Statements of fact by parties regarding their capacity, authority, and compliance with laws

7. Covenants: Ongoing obligations of the issuer including financial covenants, reporting requirements, and operational restrictions

8. Events of Default: Circumstances triggering default and consequences thereof

9. Payment Terms: Interest calculation, payment dates, principal repayment schedule, and payment mechanics

What sections are optional to include in a Debenture Subscription Agreement?

1. Security Provisions: Details of security arrangement, creation, and perfection of security interests - used for secured debentures

2. Trustee Provisions: Appointment, powers, duties, and remuneration of debenture trustee - used when implementing a trustee structure

3. Conversion Rights: Terms and mechanics for converting debentures to shares - used for convertible debentures

What schedules should be included in a Debenture Subscription Agreement?

1. Form of Debenture Certificate: Template of physical certificate including required content under Singapore law

2. Repayment Schedule: Detailed schedule of interest and principal payment dates and amounts

3. Security Documents: Forms of security documents and details of secured assets

4. Conditions Precedent Documents: Comprehensive list of required documentation and corporate approvals

5. Conversion Terms: Detailed mechanics and formulae for conversion of debentures to shares

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions







































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Industries

Securities and Futures Act (Cap. 289): Primary legislation governing securities offerings in Singapore. Covers regulation of securities offerings, disclosure requirements, and licensing requirements for securities dealings.

Companies Act (Cap. 50): Key legislation governing corporate matters including corporate borrowing powers, requirements for creating charges and debentures, and registration requirements for charges.

Banking Act (Cap. 19): Regulatory framework for banking institutions in Singapore, relevant when debentures involve financial institutions.

MAS Guidelines: Regulatory guidelines issued by Monetary Authority of Singapore, including Securities and Futures Regulations and disclosure requirements for investment offerings.

Financial Advisers Act: Legislation governing the provision of financial advisory services, applicable when financial advice is provided in connection with debenture offerings.

Personal Data Protection Act: Legislation governing the collection, use, and disclosure of personal data, relevant for handling subscriber information in debenture agreements.

Singapore Contract Law: Common law principles governing contract formation, consideration, and capacity to contract, fundamental to debenture subscription agreements.

Stamp Duties Act: Legislation governing stamp duty implications for debenture instruments and related documentation.

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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