Warrant Instrument (Subscription Rights over Shares)

A deed poll granting a lender, investor or partner the right to subscribe for shares in the company at a fixed price – exercise period and triggers, anti-dilution adjustments, exit provisions, transfer restrictions and a warrant certificate and exercise notice.

Editable Word document
8
10pages
Guidance notes included
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Raising investment

Warrant Instrument (Subscription Rights over Shares)

About this document

What it’s for

A warrant gives its holder the right (but not the obligation) to subscribe for new shares in a company at an agreed price during an agreed period. Warrants are often granted to lenders alongside a loan, to investors as a “sweetener”, or to strategic partners and advisers. This instrument sets out the warrant terms in a deed poll executed by the company, with a certificate for each holder.

When to use it

  • When a lender or venture debt provider asks for warrants as part of a loan
  • When granting a strategic partner, adviser or investor the right to buy shares later at today’s price
  • Not for employee share incentives – use EMI or another employee share scheme

What’s inside

The document is laid out in the sections below. Each one comes with a plain-English guidance note explaining what it does and what to change.

  1. Definitions
  2. Constitution of the warrants
  3. Exercise
  4. Ranking of warrant shares
  5. Company undertakings
  6. Adjustments
  7. Transfer
  8. Information and votes
  9. Modification
  10. Notices and law

Also included

  • Schedule 1 – Warrant certificate
  • Schedule 2 – Notice of exercise
  • Schedule 3 – Register of warrantholders

How to complete it

  • Agree the number of shares (or percentage), exercise price, period and triggers with the holder
  • Check the articles and any shareholders’ agreement and obtain shareholder approval to grant the rights and disapply pre-emption
  • Execute the instrument as a deed, issue a certificate (Schedule 1) and keep a register of warrant holders

Key points to check

  • Granting a right to subscribe for shares is an allotment of shares for authority purposes – the directors need authority under section 551 (or 550)
  • Take tax advice: warrants issued to employees or in connection with employment may be taxed as employment-related securities

Our templates are professionally structured starting points for UK businesses, not legal advice. For anything complex, unusual or high-value, have your final version checked by a solicitor.

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