Private Offering Memorandum Template for England and Wales

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Key Requirements PROMPT example:

Private Offering Memorandum

"I need a Private Offering Memorandum for a Series B funding round of my UK-based fintech company, targeting to raise £20 million from institutional investors by March 2025, with specific emphasis on our AI-driven lending platform and international expansion plans."

Document background
A Private Offering Memorandum is essential when companies seek to raise capital through private placement of securities without public registration. This document, governed by English and Welsh law, provides comprehensive information about the investment opportunity while complying with UK regulatory requirements. It includes detailed business descriptions, risk factors, financial information, and subscription terms. The memorandum is typically used for offerings exempt from full prospectus requirements but must still adhere to private placement rules and financial promotion restrictions.
Suggested Sections

1. Important Information and Disclaimer: Key notices, disclaimers, and regulatory statements about the private nature of the offering

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

3. Risk Factors: Comprehensive disclosure of all material risks associated with the investment

4. Business Description: Detailed description of the company's business, operations, and market position

5. Management Team: Profiles of key executives and directors

6. Terms of the Offering: Detailed description of securities being offered and subscription terms

7. Use of Proceeds: Detailed breakdown of how investment proceeds will be used

Optional Sections

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

2. Historical Financial Information: Past financial performance and metrics - include for established companies with operating history

3. Financial Projections: Future financial forecasts and assumptions - include when offering is based on future growth expectations

4. Tax Considerations: Overview of relevant tax implications - include when tax treatment is material to investment decision

Suggested Schedules

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

2. Articles of Association: Company's constitutional documents

3. Financial Statements: Detailed historical financial reports

4. Material Contracts: Summaries of key business agreements

5. Investment Eligibility Questionnaire: Form to verify investor qualification status

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

Companies Act 2006: Core company law legislation covering requirements for private companies, share capital and class rights, and director duties and responsibilities

FCA Handbook: Comprehensive regulatory framework from the Financial Conduct Authority containing detailed rules and guidance for financial services firms

Prospectus Regulation Rules (PRR): Rules governing the content, format, approval and publication of prospectuses, relevant even for exempt private offerings as a guidance framework

UK Prospectus Regulation: Retained EU law setting out the regime for public offerings of securities, providing context for private offering exemptions

UK Market Abuse Regulation (MAR): Retained EU law establishing framework to prevent market abuse and insider dealing, applicable to private securities offerings

Misrepresentation Act 1967: Legislation governing statements and representations made during the offering process, providing remedies for misrepresentation

Financial Promotion Order 2005: Detailed regulations regarding the communication of financial promotions, including exemptions for private offerings

Money Laundering Regulations 2017: Regulations requiring due diligence and verification procedures for investors in private offerings to prevent money laundering

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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