Preliminary Offering Memorandum Template for England and Wales

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Key Requirements PROMPT example:

Preliminary Offering Memorandum

"I need a Preliminary Offering Memorandum for a Series B fundraising round for my UK-based fintech company, targeting institutional investors in Europe and Asia, with an expected offering size of £50 million to be completed by March 2025."

Document background
The Preliminary Offering Memorandum is a crucial document in the capital raising process under English and Welsh law. It serves as the primary marketing and disclosure document for private placements and certain public offerings of securities. This document must comply with the Financial Services and Markets Act 2000 and related regulations, providing comprehensive information about the issuer, its business, financial condition, risk factors, and the terms of the offering. While similar to a prospectus, it typically contains preliminary information that may be subject to change, and is often used before the final offering memorandum is prepared.
Suggested Sections

1. Important Notice: Disclaimers, jurisdictional restrictions, and regulatory statements required under FSMA and other applicable regulations

2. Summary: Key information about the offering, issuer, and securities as required by UK Prospectus Regulation Rules

3. Risk Factors: Detailed disclosure of material risks relating to the business, industry, and securities

4. Use of Proceeds: Intended application of funds raised from the offering

5. Business Description: Detailed overview of the company's operations, strategy, and market position

6. Management Discussion and Analysis: Analysis of financial condition and results of operations

7. Management and Corporate Governance: Information about directors, senior management, and governance structures

Optional Sections

1. Industry Overview: Detailed market analysis and competitive positioning - include when industry context is crucial for investment decision

2. Related Party Transactions: Disclosure of material transactions with related parties - include when significant related party transactions exist

3. Tax Considerations: Overview of relevant tax implications - include when tax matters are material to the investment decision

4. Regulatory Framework: Detailed analysis of applicable regulations - include when the company operates in a heavily regulated industry

Suggested Schedules

1. Financial Statements: Historical audited financial statements and interim financial information

2. Terms and Conditions of the Securities: Detailed terms governing the offered securities

3. Subscription and Sale: Details of the offering process and selling restrictions

4. Legal and Regulatory Information: Additional legal disclosures and regulatory compliance information

5. Form of Securities: Specimen form of the securities being offered, if applicable

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, particularly Section 85 regarding prospectus requirements and Section 21 regarding restrictions on financial promotions

Companies Act 2006: Key legislation covering company law, including sections on public offerings, share capital, and directors' duties and responsibilities

UK Prospectus Regulation Rules: Part of the FCA Handbook providing detailed requirements for prospectus content and approval process

UK Listing Rules: Regulations governing the admission of securities to the Official List and ongoing obligations for listed companies

UK Market Abuse Regulation (MAR): Framework to prevent market abuse and maintain market integrity, including rules on inside information

FCA Disclosure Guidance and Transparency Rules: Requirements for disclosure of information and ongoing transparency obligations for companies

Financial Promotion Order 2005: Detailed regulations governing the communication of financial promotions and applicable exemptions

UK Corporate Governance Code: Best practice recommendations for corporate governance and company management

ESMA Guidelines (retained EU law): European Securities and Markets Authority guidelines that remain applicable in the UK post-Brexit

Money Laundering Regulations 2017: Requirements for prevention of money laundering and terrorist financing in financial transactions

Data Protection Act 2018 and UK GDPR: Legislation governing the handling and protection of personal data, including investor information

Consumer Protection Legislation: Laws protecting retail investors' interests in financial transactions and investments

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

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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