Capital Raising

Cygnus Law supports funds, property developers, lenders and other businesses to raise capital from investors in a variety of ways including through unit trust, contributory mortgage, limited partnership and company structures, and through the issue of debt securities. That includes:

• Advising on relevant law including under the Financial Markets Conduct Act, Trusts Act and the Financial Markets Conduct (Shares in Investment Companies) Designation Notice.
• Advising on structuring options including with respect to unit trusts, limited partnerships and companies.
• Preparing trust deeds, limited partnership agreements, note issuance documents, subscription agreements, application forms, statements of investment policy and objectives (SIPOs), and other relevant agreements and documents.
• Advising on disclosure requirements and assisting with the preparation of product disclosure statements and information memorandums.
• Advising on available wholesale investor exemptions and other exemptions.

Cygnus Law assists clients to complete funding rounds to support the growth of their businesses. We can help with a range of matters in connection with capital raising including:

• Assisting to prepare term sheets, shareholder arrangements, subscription agreements and other commercial agreements.
• Advising on available wholesale investor exemptions and other exemptions.
• Advising on disclosure requirements and assisting to prepare investor information.
• Advising on offers of share options and preparing documents to support such offers.

Cygnus Law has extensive experience in all areas of equity crowdfunding and advises companies seeking to raise capital via equity crowdfunding platforms.  That includes:

• Advising on legal obligations under financial markets law and company law including in relation to information disclosure.
• Assisting to prepare subscription agreements, constitutions and investor information documents.
• Advising on company law obligations with respect to offers of shareholder discounts and benefits.
• Working with your team, the equity crowdfunding platform and your other advisers to achieve your objectives.

See Cygnus Law’s Equity Crowdfunding Guide for detailed information on key legal factors you may need to consider when getting ready for, and running, an equity crowdfunding campaign.

Cygnus Law assists with the preparation and negotiation of convertible loans.  That includes:

• Advising on the nature and practical effect of convertible loans, and their advantages and disadvantages from a legal perspective.
• Assisting to prepare term sheets and convertible loan agreements.
• Assisting with settlement of convertible loan offers and with later conversions.

Cygnus Law advises investors planning to invest, to increase investments, and to exit investments. That includes:

• Advising on investment structuring.
• Assisting with due diligence inquiries.
• Reviewing and providing advice on relevant documents including subscription agreements, shareholders’ agreements, constitutions and limited partnership agreements.
• Assisting to settle investments.
• Advising on rights issues, share buy backs, dividend reinvestment plans and share options.
• Assisting with investment exits.

Cygnus Law advises clients on financial markets law relevant to capital raising.  That includes:

• Advising on product disclosure statement (PDS) requirements (for regulated offers) and assisting to prepare PDSs.
• Advising on “fair dealing” law that impacts on what information can or should be disclosed to potential investors.
• Advising on when client money must be held on trust and related obligations, and circumstances when that is not required.
• Advising on wholesale investor exemptions as well as other exemptions including the “small offers” exemption, which permits share and debt offers of up to NZ$2m to be made to up to 20 people in any 12 month period (subject to conditions).
• Assisting with applications for exemptions.
• Advising on whether registration on the Financial Service Providers Register (FSPR) is required and assisting with registration.