Document background
The Preliminary Offering Memorandum is a crucial document in the capital raising process under German securities law. It serves as the primary disclosure document when companies are planning to offer securities to investors, providing comprehensive information about the offering while complying with German regulatory requirements, particularly the Securities Prospectus Act (WpPG) and EU Prospectus Regulation. This document is typically used before the final terms of an offering are set, allowing companies to gauge investor interest and gather feedback. The Preliminary Offering Memorandum includes detailed information about the company's business, financial condition, risk factors, management, and the proposed terms of the offering, while incorporating appropriate disclaimers about its preliminary nature. It forms the foundation for the final offering memorandum and must be carefully prepared to ensure compliance with German and EU securities laws while effectively marketing the offering to potential investors.
