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.
Debenture Subscription Agreement 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."
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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
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
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
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