Preliminary Investment Memorandum Template for England and Wales

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Key Requirements PROMPT example:

Preliminary Investment Memorandum

"I need a Preliminary Investment Memorandum for my Series B technology startup operating in the renewable energy sector, targeting institutional investors in the UK and EU, with a target raise of £50 million by March 2025."

Document background
The Preliminary Investment Memorandum is a critical document used in the early stages of fundraising or investment processes. It serves as the primary introduction of an investment opportunity to potential investors, providing them with essential information needed to make an initial assessment. Under English and Welsh law, these documents must comply with the Financial Services and Markets Act 2000 and related regulations, particularly regarding financial promotions and disclosure requirements. The memorandum typically includes detailed company information, market analysis, financial data, and risk factors, while being careful to maintain appropriate disclaimers and risk warnings. It's commonly used before proceeding to more detailed due diligence and final investment documentation.
Suggested Sections

1. Important Notice and Disclaimer: Legal disclaimers, risk warnings, and regulatory statements required under FSMA and FCA rules

2. Executive Summary: Brief overview of the investment opportunity, company highlights, and key investment terms

3. Company Overview: Detailed description of the business, history, operations, and corporate structure

4. Market Analysis: Industry overview, market positioning, competitive landscape, and growth opportunities

5. Financial Information: Historical financial performance, key metrics, and future projections

6. Investment Opportunity: Details of the offering, use of proceeds, and expected returns

7. Risk Factors: Comprehensive list of business, market, regulatory, and investment risks

Optional Sections

1. Management Team Profiles: Detailed biographies of key executives and board members - include for early-stage companies or where management track record is crucial

2. Technical Information: Detailed product or service specifications - include for technology or manufacturing companies

3. Regulatory Environment: Overview of relevant regulations and compliance requirements - include for heavily regulated industries

4. Intellectual Property: Details of patents, trademarks, and other IP - include for technology or brand-driven companies

5. ESG Considerations: Environmental, Social, and Governance factors - include when targeting ESG-focused investors

Suggested Schedules

1. Financial Statements: Detailed historical financial statements, notes, and accounting policies

2. Market Research Reports: Third-party market analysis, research reports, and industry data

3. Corporate Structure Chart: Detailed group structure and ownership diagram

4. Detailed Financial Projections: Complete financial model with underlying assumptions and sensitivity analysis

5. Key Contracts Summary: Overview of material commercial agreements and key business relationships

6. Legal and Regulatory Appendix: Detailed regulatory information, licenses, and compliance certificates

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Industries

Financial Services and Markets Act 2000 (FSMA): Primary legislation governing financial services in the UK, covering financial promotions, regulated activities, requirements for authorized persons, and disclosure requirements

Financial Services Act 2012: Updates to financial regulatory framework and provisions regarding financial markets and services

Companies Act 2006: Core company law legislation covering corporate disclosure requirements, directors' duties and responsibilities, and share capital regulations

FCA Rules and Regulations: Regulatory framework including COBS (Conduct of Business Sourcebook), PRIN (Principles for Businesses), and Prospectus Rules

UK Prospectus Regulation Rules: Regulations governing requirements for public offerings, including relevant exemptions and thresholds

Market Abuse Regulation (MAR): Legislation covering rules on inside information and market manipulation provisions

Money Laundering Regulations 2017: Regulations covering due diligence requirements and anti-money laundering considerations

Data Protection Act 2018 and UK GDPR: Legislation governing the treatment of personal data and privacy considerations in business operations

Consumer Protection from Unfair Trading Regulations 2008: Regulations protecting retail investors from unfair trading practices

Financial Services (Distance Marketing) Regulations 2004: Regulations governing the remote marketing of financial services

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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