[{"data":1,"prerenderedAt":-1},["ShallowReactive",2],{"doc-seo-280756-105":3,"doc-detail-280756-en":81,"detail-sidebar-cat-1-en-105":98},{"code":4,"msg":5,"data":6},0,"ok",{"site_id":7,"language":8,"slug":9,"title":10,"keywords":11,"description":12,"schema_data":13,"social_meta":74,"head_meta":76,"extra_data":78,"updated_unix":80},105,"en","disclosure-letter-for-southeast-asia-ma-and-capital-raising-transactions-template","Disclosure Letter for Southeast Asia M&A and Capital Raising Transactions - Template","","A disclosure letter template for Southeast Asia M&A and capital raising transactions that records exceptions to warranties given by a company and, where applicable, its founders. It explains how warrantors may disclose matters inconsistent with the warranties in transaction documents, preventing the investor from bringing warranty claims for fairly disclosed issues. The template includes user notes and footer statements to be removed, uses square-bracket placeholders for required inserts and options, and provides numbered clauses governing delivery, defined terms, qualification of warranties, conflict precedence, and due diligence information scope.",{"@graph":14,"@context":73},[15,34,56],{"@type":16,"itemListElement":17},"BreadcrumbList",[18,23,27,31],{"item":19,"name":20,"@type":21,"position":22},"https://docshare.wps.com","Home","ListItem",1,{"item":24,"name":25,"@type":21,"position":26},"https://docshare.wps.com/template/","Template",2,{"item":28,"name":29,"@type":21,"position":30},"https://docshare.wps.com/template/letters/","Letters",3,{"item":32,"name":10,"@type":21,"position":33},"https://docshare.wps.com/template/disclosure-letter-for-southeast-asia-ma-and-capital-raising-transactions-template/280756/",4,{"url":32,"name":10,"@type":35,"image":36,"author":41,"headline":10,"publisher":44,"fileFormat":47,"inLanguage":8,"description":12,"dateModified":48,"datePublished":49,"encodingFormat":47,"isAccessibleForFree":50,"interactionStatistic":51},"DigitalDocument",{"url":37,"@type":38,"width":39,"height":40},"https://docshare.wps.com/thumbnails/disclosure-letter-for-southeast-asia-ma-and-capital-raising-transactions-template/280756.png","ImageObject",442,249,{"name":42,"@type":43},"Violet","Person",{"url":19,"name":45,"@type":46},"DocShare","Organization","application/pdf","2026-10-27","2026-09-16",true,{"@type":52,"interactionType":53,"userInteractionCount":55},"InteractionCounter",{"@type":54},"ViewAction",15,{"@type":57,"mainEntity":58},"FAQPage",[59,65,69],{"name":60,"@type":61,"acceptedAnswer":62},"What is the purpose of a disclosure letter in an M&A or capital raising transaction?","Question",{"text":63,"@type":64},"It formally records disclosed exceptions to warranties. If matters are fairly disclosed, the investor typically cannot bring a warranty claim for those disclosed issues.","Answer",{"name":66,"@type":61,"acceptedAnswer":67},"Who uses the template and how does it address different Southeast Asian laws?",{"text":68,"@type":64},"It is intended for companies domiciled in Southeast Asia. Because each country’s laws differ, local lawyer review may be necessary.",{"name":70,"@type":61,"acceptedAnswer":71},"What do the square-bracket placeholders and user notes mean in the template?",{"text":72,"@type":64},"Square brackets indicate requested details, alternative options, or optional clauses that must be considered and either filled in or removed. User notes and footer statements must be deleted from the final document.","https://schema.org",{"og:url":32,"og:type":75,"og:title":10,"og:site_name":45,"og:description":12},"article",{"robots":77,"canonical":32},"index,follow",{"doc_id":79,"site_id":7},280756,1790027227,{"code":4,"msg":82,"data":83},"success",{"doc_id":79,"user_id":84,"nickname":42,"user_avatar":85,"doc_module":22,"category_id":86,"category_name":29,"doc_title":10,"doc_description":12,"doc_content":87,"file_id":88,"file_url":89,"file_type":90,"file_size":91,"view_count":55,"is_deleted":4,"is_public":22,"is_downloadable":22,"audit_status":22,"page_count":92,"language":93,"language_code":8,"site_id":7,"html_lang":8,"table_of_contents":94,"faqs":95,"seo_title":96,"seo_description":12,"update_tm":97,"read_time":26},4398048950312,"https://ap-avatar.wpscdn.com/avatar/400002538284de19e3c?_k=1778320343897328908",18,"Template disclosure letter User notes  \nThis is a template disclosure letter for disclosing against warranties provided in an M&A or capital raising transaction.  \nTypically under these transactions, a company (and, in some cases, its founders) provides statements to a purchaser or investor in the transaction documents. If any of these statements (known as warranties) turn out to be untrue, the purchaser or investor can bring a claim for a breach and potentially recover money from the parties that gave the warranties.  \nA disclosure letter protects warrantors, by allowing them to disclose any matters that are inconsistent with the warranties set out in the transaction documents. The purchaser or investor cannot bring a warranty claim in respect of matters which have been fairly disclosed. The disclosure letter is the document which formally records these disclosed exceptions to the warranties. It is therefore an integral part of the transaction documents and the earlier warrantors start preparing the document on any transaction, the better.  \napplicable law  \nThis document is intended for use by companies domiciled in Southeast Asia. Because the laws in each Southeast Asian country are different, you may need to have the document reviewed by a local lawyer.  \nusing this template  \nThe User Notes and the statements in the footer below (all marked in red) are included to assist in the preparation of this document. They are for reference only – you should delete all user notes and the statements in the footer from the final form of your document.  \nThe use of [square brackets] around black text means that:  \n▲ the requested details need to be inserted  \n▲ there are different options for you to consider within a clause  \n▲ the whole clause is optional and you need to consider whether to include it, based on the company’s circumstances and the user notes.  \nBefore finalising your document, check for all square brackets to ensure you have considered the relevant option and ensure that all square brackets have been deleted.  \nIf you delete any clauses or schedules, remember to cross reference check the document.  \nDISCLOSURE LETTER  \nFrom: [insert the parties providing the warranties, e.g. the company and the founders]  \n([Warrantor[s]])  \nTo: [insert the parties receiving the warranties, e.g. investors or purchaser]  \n([Investor[s]/Purchaser])  \nDated: [insert date]  \nDisclosure Letter  \n[User note: Insert below a description of the type of agreement governing the transaction, e.g. subscription agreement or sale and purchase agreement, and the parties to that  agreement.]  \n1 In connection with the [insert description of agreement] between [insert all parties to relevant agreement] on or about the date of this Disclosure Letter (Agreement) , the Warrantor[s] deliver[s] the disclosures set out in this Disclosure Letter.  \n[User note: Terms that are commonly used in share subscription agreements and sale  and purchase agreements have been capitalised in this letter. Those terms, where used in this disclosure letter, have the meanings given to them in the Agreement. The square  bracketed terms should be checked against the defined terms in the Agreement and amended if necessary.]  \n2 Capitalised terms used but not defined in this Disclosure Letter have the same meanings given to them in the Agreement.  \n3 This Disclosure Letter, and the information and disclosures contained in this Disclosure  \nLetter, are exceptions or modifications to the warranties contained in the Agreement (including, to avoid doubt, the Warranties) and are intended only to qualify and limit those Warranties , but only to the extent that such disclosures are full, fair, accurate, not misleading, and include sufficient detail to enable the [Investor[s]/Purchaser] to understand the nature and scope of the impact on the Company and the Company’s business. This Disclosure Letter, and the information and disclosures contained in this Disclosure Letter, may not be deeme","cbCaikKaIWOxgGXa","https://ap.wps.com/l/cbCaikKaIWOxgGXa","pdf",174556,6,"English","# Disclosure Letter\n## Parties and dating\n## Clause 1-6: disclosures, defined terms, and due diligence information","[{\"question\":\"What is the purpose of a disclosure letter in an M\\u0026A or capital raising transaction?\",\"answer\":\"It formally records disclosed exceptions to warranties. If matters are fairly disclosed, the investor typically cannot bring a warranty claim for those disclosed issues.\"},{\"question\":\"Who uses the template and how does it address different Southeast Asian laws?\",\"answer\":\"It is intended for companies domiciled in Southeast Asia. Because each country’s laws differ, local lawyer review may be necessary.\"},{\"question\":\"What do the square-bracket placeholders and user notes mean in the template?\",\"answer\":\"Square brackets indicate requested details, alternative options, or optional clauses that must be considered and either filled in or removed. User notes and footer statements must be deleted from the final document.\"}]","Disclosure Letter for Southeast Asia M&A and Capital Raising Transactions - Template | PDF",1789556386,{"code":4,"msg":82,"data":99},[100,105,110,115,119,124,129,132,137],{"id":101,"doc_module":22,"doc_module_name":25,"category_name":102,"show_sort_weight":103,"slug":104},11,"Presentations",90,"presentations",{"id":106,"doc_module":22,"doc_module_name":25,"category_name":107,"show_sort_weight":108,"slug":109},12,"Resumes",80,"resumes",{"id":111,"doc_module":22,"doc_module_name":25,"category_name":112,"show_sort_weight":113,"slug":114},14,"Invoices",70,"invoices",{"id":55,"doc_module":22,"doc_module_name":25,"category_name":116,"show_sort_weight":117,"slug":118},"Posters",60,"posters",{"id":120,"doc_module":22,"doc_module_name":25,"category_name":121,"show_sort_weight":122,"slug":123},16,"Social Media",50,"social-media",{"id":125,"doc_module":22,"doc_module_name":25,"category_name":126,"show_sort_weight":127,"slug":128},17,"Forms",40,"forms",{"id":86,"doc_module":22,"doc_module_name":25,"category_name":29,"show_sort_weight":130,"slug":131},30,"letters",{"id":133,"doc_module":22,"doc_module_name":25,"category_name":134,"show_sort_weight":135,"slug":136},21,"Paper Templates",5,"papers-templates",{"id":138,"doc_module":22,"doc_module_name":25,"category_name":139,"show_sort_weight":4,"slug":140},158,"General","general-158"]