Private Placement Memorandum (Real Estate) Template for Denmark

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Private Placement Memorandum (Real Estate)

Document background
A Private Placement Memorandum (Real Estate) is a crucial document used in the Danish market when raising capital for real estate investments through private placement. It is typically employed when seeking to attract qualified investors while maintaining exemption from public offering requirements under Danish law. The document must comply with Danish regulatory framework, particularly the Capital Markets Act (Kapitalmarkedsloven) and Alternative Investment Fund Managers Act (FAIF-loven). The PPM includes essential information such as property details, investment strategy, risk factors, financial projections, and legal/tax considerations. It's particularly important in the Danish context where real estate investments often involve sophisticated structures and require careful consideration of local property laws, tax implications, and investment regulations. The document serves as both a marketing tool and a legal protection mechanism, ensuring full disclosure to potential investors while maintaining compliance with Danish private placement rules.
Suggested Sections

1. Important Notice and Disclaimer: Legal disclaimers, jurisdiction restrictions, and confidentiality requirements

2. Executive Summary: Overview of the investment opportunity, key terms, and highlights

3. Investment Highlights: Key selling points and unique features of the real estate investment

4. Property Description: Detailed information about the real estate asset(s), location, specifications, and current status

5. Market Analysis: Overview of the Danish real estate market, relevant sector analysis, and market opportunities

6. Business Strategy: Investment strategy, value creation plan, and exit strategy

7. Risk Factors: Comprehensive disclosure of all material risks related to the investment

8. Investment Terms: Detailed terms of the investment, including minimum investment, fees, and distribution waterfall

9. Management Team: Profiles of key team members and their relevant experience

10. Legal and Tax Considerations: Overview of relevant Danish legal and tax framework affecting the investment

11. Subscription Process: Instructions and requirements for participating in the investment

Optional Sections

1. ESG Strategy: Environmental, Social, and Governance considerations - include when targeting institutional investors or having specific ESG initiatives

2. Development Plan: Detailed construction or renovation plans - include for development projects or value-add strategies

3. Track Record: Historical performance of sponsor's previous investments - include when available and relevant

4. Property Management: Details of property management strategy and team - include for operating assets

5. Financing Structure: Details of any debt or additional financing - include when leverage is part of the strategy

6. Co-Investment Structure: Details of any co-investment arrangements - include when applicable

7. Currency Hedging: Currency risk management strategy - include when targeting international investors

Suggested Schedules

1. Subscription Agreement: Legal agreement for subscribing to the investment

2. Property Valuation Report: Independent valuation of the real estate asset(s)

3. Technical Due Diligence Report: Detailed property condition assessment

4. Financial Projections: Detailed financial models and assumptions

5. Corporate Structure Chart: Diagram showing the investment vehicle and ownership structure

6. Property Photos and Plans: Visual documentation of the property

7. Environmental Reports: Environmental assessment and compliance reports

8. Market Research Reports: Third-party market analysis and research

9. Legal Due Diligence Report: Summary of legal review findings

10. Tax Structure Memorandum: Detailed explanation of the tax structure and implications

Authors

Relevant legal definitions
Clauses
Relevant Industries
Relevant Teams
Relevant Roles
Industries
Danish Capital Markets Act (Kapitalmarkedsloven): Main framework for securities regulation in Denmark, governing the rules for private placements and exemptions from public offering requirements
Danish Companies Act (Selskabsloven): Regulates company formation and operation in Denmark, relevant for the investment vehicle structure and corporate governance requirements
Danish Act on Real Estate Agents (Ejendomsmæglerlov): Governs real estate transactions and requirements for property dealings in Denmark
Danish Property Formation Act (Udstykningsloven): Regulates property subdivision and formation, important for real estate development projects
Danish Alternative Investment Fund Managers Act (FAIF-loven): Implements AIFMD in Denmark, relevant if the real estate investment structure qualifies as an alternative investment fund
Danish Tax Assessment Act (Vurderingsloven): Covers property valuation and taxation aspects, crucial for real estate investment structures
Danish Money Laundering Act (Hvidvaskloven): Anti-money laundering regulations applicable to real estate transactions and investment offerings
Danish Marketing Practices Act (Markedsføringsloven): Governs marketing and promotional materials, including private placement memorandums
Danish Act on Formation of Real Properties (Udstykningsloven): Regulates the formation and registration of real properties, relevant for property development aspects
Danish Contracts Act (Aftaleloven): Provides the legal framework for contract formation and validity, fundamental for the PPM's contractual aspects
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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