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Loan Note Subscription Agreement for Singapore

Loan Note Subscription Agreement Template for Singapore

A Loan Note Subscription Agreement under Singapore law is a legally binding document that establishes the terms and conditions under which investors subscribe to loan notes issued by a company. It complies with Singapore's Securities and Futures Act and is regulated by the Monetary Authority of Singapore. The agreement details the subscription amount, interest rates, repayment terms, and various rights and obligations of both the issuer and subscribers, including any security arrangements and events of default.

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What is a Loan Note Subscription Agreement?

The Loan Note Subscription Agreement is a crucial document used when companies seek to raise debt financing through the issuance of loan notes in Singapore. It provides a comprehensive framework for the relationship between issuers and subscribers, ensuring compliance with Singapore's regulatory requirements, including the Securities and Futures Act and MAS guidelines. This agreement is particularly useful for companies seeking alternative financing methods to traditional bank loans, offering more flexibility in terms and potentially wider access to investors. It includes detailed provisions on subscription mechanics, note terms, security arrangements, and investor protections.

What sections should be included in a Loan Note Subscription Agreement?

1. Parties: Identifies the issuer, subscriber(s), and any other relevant parties

2. Background: Sets out the context and purpose of the loan note issuance

3. Definitions: Defines key terms used throughout the agreement

4. Subscription: Details of the subscription, including amount and price

5. Terms of the Notes: Key terms including interest, maturity, and repayment provisions

6. Conditions Precedent: Conditions that must be satisfied before subscription

7. Representations and Warranties: Statements of fact and assurances from parties

8. Covenants: Ongoing obligations of the parties

9. Events of Default: Circumstances constituting default and consequences

What sections are optional to include in a Loan Note Subscription Agreement?

1. Security: Details of any security or guarantees (include when notes are secured)

2. Transferability: Provisions regarding transfer of notes (include when notes are transferable)

3. Conversion Rights: Terms for converting notes to equity (include for convertible loan notes)

What schedules should be included in a Loan Note Subscription Agreement?

1. Form of Note: Template of the actual loan note certificate

2. Conditions Precedent Documents: List of required documents and conditions

3. Payment Schedule: Detailed repayment terms and dates

4. Security Documents: Details of security arrangements if applicable

5. Form of Transfer Certificate: Template for transferring notes if transferable

Authors

Alex Denne

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

Jurisdiction

Singapore

Publisher

Ƶ

Cost

Free to use

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