A Convertible Bond Subscription Agreement is a crucial document for companies seeking to raise capital while offering investors the potential for equity participation through future conversion rights. This document is particularly relevant in the Indonesian market where companies may prefer debt instruments with equity features over immediate equity dilution. The agreement must comply with Indonesian regulatory requirements, particularly Law No. 40 of 2007 on Limited Liability Companies and relevant OJK regulations. It's commonly used by growth-stage companies, established businesses seeking expansion capital, or companies planning pre-IPO funding rounds. The document contains detailed provisions on subscription terms, conversion mechanics, investor protections, and regulatory compliance requirements, making it essential for both domestic and cross-border investment transactions.
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1. Parties: Identifies the issuing company, the subscriber(s), and any guarantors or trustees
2. Background: Sets out the context of the bond issuance and the company's intention to issue convertible bonds
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules
4. Subscription and Issue: Details the subscription amount, issue price, and conditions for subscription
5. Conditions Precedent: Lists conditions that must be satisfied before the subscription becomes effective
6. Closing: Specifies the closing mechanics, timing, and deliverables
7. Bond Terms: Sets out the key terms including interest rate, maturity date, and payment mechanics
8. Conversion Rights: Details the conversion mechanism, timing, price, and adjustment provisions
9. Company Representations and Warranties: Contains standard and specific representations about the company's status and capacity
10. Subscriber Representations and Warranties: Contains representations about the subscriber's status and capacity
11. Covenants: Lists positive and negative obligations of the company during the bond term
12. Events of Default: Specifies circumstances constituting default and consequences
13. Transferability: Sets out rules for transfer of the bonds
14. Notices: Specifies how formal communications between parties should be made
15. Governing Law and Jurisdiction: Specifies Indonesian law as governing law and jurisdiction for disputes
16. Miscellaneous: Contains standard boilerplate provisions
1. Security: Required if the bonds are secured by company assets or third-party guarantees
2. Tag-Along Rights: Included when subscribers are given rights to participate in future share sales
3. Anti-Dilution Protection: Additional provisions protecting bondholders from dilution beyond standard conversion adjustments
4. Board Appointment Rights: Included when bondholders are given rights to appoint board members
5. Information Rights: Detailed information rights beyond statutory requirements
6. Registration Rights: Included for future IPO scenarios, particularly relevant for foreign investors
7. Foreign Investment Provisions: Required when subscribers include foreign investors
1. Bond Certificate Form: Template of the bond certificate to be issued
2. Conversion Notice Form: Template notice for exercising conversion rights
3. Company Corporate Documents: List of constitutional documents and corporate approvals
4. Calculation Methods: Detailed methods for calculating conversion price adjustments
5. Disclosure Schedule: Company disclosures against representations and warranties
6. Shareholder Approval: Copy of shareholder resolution approving the bond issuance
7. Security Documents: If applicable, documents creating security interests
8. Financial Statements: Recent financial statements of the company
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