Preliminary Offering Memorandum Template for Ireland

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Key Requirements PROMPT example:

Preliminary Offering Memorandum

"Need a Preliminary Offering Memorandum for a €50 million renewable energy project bond offering by an Irish wind farm developer, targeting institutional investors in the EU, with the offering planned for March 2025."

Document background
The Preliminary Offering Memorandum is a crucial document used in the early stages of a securities offering in Ireland, providing potential investors with preliminary information about the investment opportunity while maintaining appropriate disclaimers about its non-final nature. It serves as a marketing and disclosure document that must comply with both Irish domestic legislation and EU regulations, including the Prospectus Regulation and Market Abuse Regulation. The document is typically used before the final offering memorandum or prospectus is prepared and approved by regulators, allowing issuers to gauge market interest and gather feedback from potential investors. It contains detailed information about the issuer's business, financial condition, risk factors, management, and the proposed terms of the offering, while clearly indicating its preliminary status and that the information contained may be subject to change.
Suggested Sections

1. Important Information and Disclaimer: Legal disclaimers, jurisdiction restrictions, and statements about the preliminary nature of the information

2. Executive Summary: Key highlights of the offering, company, and investment opportunity

3. Risk Factors: Comprehensive disclosure of all material risks related to the investment, business, industry, and market

4. Use of Proceeds: Detailed breakdown of how the funds raised will be used

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

6. Management and Corporate Governance: Information about key executives, board members, and corporate governance structure

7. Financial Information: Historical financial statements, key metrics, and financial projections if applicable

8. Regulatory Environment: Overview of relevant regulations affecting the business

9. Terms of the Offering: Details of the securities being offered, pricing, and subscription process

10. Tax Considerations: Overview of relevant tax implications for investors

Optional Sections

1. Industry Overview: Detailed analysis of the industry and market opportunity, included when additional context is needed for investors

2. Competitive Landscape: Analysis of competitors and market positioning, included when competitive advantages need highlighting

3. Intellectual Property: Details of patents, trademarks, and other IP, included for technology or IP-heavy businesses

4. Material Contracts: Summary of key commercial agreements, included when specific contracts are material to the business

5. Environmental, Social and Governance: ESG policies and initiatives, included when relevant to investors or industry expectations

6. Related Party Transactions: Details of transactions with related parties, included when material to the business

7. Dividend Policy: Information about historical and future dividend plans, included for dividend-paying securities

Suggested Schedules

1. Financial Statements: Detailed historical financial statements and notes

2. Subscription Agreement: Form of agreement for participating in the offering

3. Constitutional Documents: Company's constitution or articles of association

4. Material Agreements: Copies or summaries of material contracts referenced in the memorandum

5. Technical Reports: Industry-specific technical reports or valuations if applicable

6. Legal and Tax Opinions: Relevant legal and tax opinions supporting the offering

7. Corporate Structure Chart: Diagram showing corporate structure and subsidiaries

8. Management CVs: Detailed biographies of key management personnel

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
Relevant Industries

Financial Services

Technology

Real Estate

Healthcare

Manufacturing

Energy

Infrastructure

Telecommunications

Consumer Goods

Professional Services

Life Sciences

Green Energy

E-commerce

Agriculture

Mining

Relevant Teams

Legal

Finance

Compliance

Investor Relations

Corporate Development

Treasury

Risk Management

Corporate Communications

Corporate Governance

Capital Markets

Due Diligence

Corporate Finance

Executive Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Secretary

Investment Banker

Securities Lawyer

Compliance Officer

Director of Investor Relations

Financial Controller

Risk Manager

Corporate Finance Director

Investment Director

Head of Capital Markets

Treasury Manager

Due Diligence Officer

Managing Director

Partner (Law Firm)

Partner (Accounting Firm)

Industries
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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