Investment Agreement - Syndicate PE Investors

An Investment Agreement is a contract between two parties, a company and investors and managers, stating that the investors have agreed to purchase shares in the company. The agreement includes provisions that govern the company's future affairs, and the investment amount shall be delivered to the company's bank account upon completion. The shareholders are required to ensure that the company does not have any liabilities or assets before completion, except those that are expressly contemplated by the agreement.

This Investment Agreement is conditional on the conditions stated, including completion of the Sale and Purchase Agreement, satisfaction of the conditions precedent to drawdown under the Financing Documents, and delivery of each document required to enable drawdown under the Financing Documents to occur. Each party must use reasonable endeavours to ensure that each of the conditions is fulfilled before the expiry date. Syndicating investors may identify syndicatees to subscribe for syndication shares at a specified rate for preference and ordinary shares. All subscription monies received for the Syndication Shares will be applied in repaying the Syndication Loans.

In summary, this Investment Agreement is a legal document that ensures that the investors and managers agree to invest in the company, along with provisions to govern the company's future affairs. The agreement has specific conditions that must be met, and syndicating investors can identify syndicatees to subscribe to syndication shares at a specific rate. All the subscription monies received from syndicatees will be applied towards repaying the Syndication Loans lent by the Syndicating Investors who identified the relevant syndicatees.

How to use this Document?

1. Read the introduction: The document is an Investment Agreement entered into between a company, investors, and managers. It contains provisions that govern the future affairs of the company and the agreement between investors and managers.

2. Understand the interpretation: The document has specific terminologies that are defined in Appendix 1. The Schedules are a part of the agreement.

3. Subscription for Shares and Loan Stock: Investors and managers are required to deliver the funds to the company's bank account on the Payment Date. The company shall issue Shares and Loan Stock as provided in Schedule 1 and 3, respectively. The company shall not have any assets or liabilities before the Completion date.

4. Conditions: The Completion is conditional to fulfill certain conditions. Each party shall use all reasonable endeavors to fulfill the conditions before the Expiry date. If any condition is not fulfilled, the agreement shall terminate automatically.

5. Syndication: The Syndicating Investors may identify Syndicatees to subscribe for the Syndication Shares. The Company shall apply all the subscription monies received in repaying the Syndication Loan. The Syndicating Investor who identified the relevant Syndicatee will receive amounts representing subscription monies from Syndicatees as repayment of the Syndication Loan.

6. Seek legal advice: It's crucial to seek legal advice before entering into any Investment Agreement. A legal expert can provide assistance in understanding the document and the legal implications.

By following these steps, anyone interested in using the Investment Agreement document can have a clear understanding of the terms and provisions contained in the document. It's essential to read and understand each section carefully before entering into any agreement.