Preliminary Offering Memorandum Template for Malaysia

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Key Requirements PROMPT example:

Preliminary Offering Memorandum

"I need a Preliminary Offering Memorandum for a Malaysian technology company planning an IPO in March 2025, with a focus on highlighting our AI and machine learning capabilities and regional expansion plans in Southeast Asia."

Document background
The Preliminary Offering Memorandum is a crucial document in the Malaysian capital markets, typically used when a company is considering raising capital through a securities offering. This document serves as an initial step in the offering process, providing potential investors with comprehensive information while allowing the issuer to test market reception before finalizing terms. The document must comply with Malaysian securities regulations, particularly the Capital Markets and Services Act 2007 and Securities Commission guidelines. It includes detailed information about the company's business, financial statements, risk factors, management, and proposed terms of the offering. While not the final offering document, the Preliminary Offering Memorandum must still maintain high standards of disclosure and accuracy, as it forms the basis for investor interest and preliminary investment decisions.
Suggested Sections

1. Important Notice: Legal disclaimers and statements regarding the preliminary nature of the information

2. Executive Summary: Overview of the offering, the company, and key investment highlights

3. Summary of the Offering: Key terms, pricing, and structure of the securities being offered

4. Risk Factors: Comprehensive discussion of all material risks related to the investment

5. Use of Proceeds: Detailed breakdown of how the funds raised will be utilized

6. Company Overview: Corporate history, structure, and organizational information

7. Business Description: Detailed description of operations, markets, and competitive position

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

9. Management and Corporate Governance: Information about directors, senior management, and governance practices

10. Related Party Transactions: Disclosure of material transactions with related parties

11. Description of Securities: Detailed terms and conditions of the securities being offered

12. Plan of Distribution: Information about the offering process and participating institutions

13. Legal Matters: Material legal issues and regulatory approvals

Optional Sections

1. Industry Overview: Detailed analysis of the industry and market environment - included when the company operates in a specialized or complex industry

2. Research and Development: Details of R&D activities - included for technology or innovation-focused companies

3. Intellectual Property: Description of patents, trademarks, and other IP - included for companies with significant IP assets

4. Environmental Matters: Environmental compliance and risks - included for companies in industries with significant environmental impact

5. Material Contracts: Summary of significant agreements - included when there are material contracts affecting the business

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

7. Exchange Control Regulations: Relevant foreign exchange regulations - included for offerings with international elements

Suggested Schedules

1. Financial Statements: Audited financial statements and interim financial information

2. Independent Auditors' Report: Audit opinion and report on the financial statements

3. Corporate Structure Chart: Diagram showing group structure and significant subsidiaries

4. Principal Properties: Details of material real estate and physical assets

5. Material Licenses and Permits: List and details of key operational licenses

6. Subscription and Application Procedures: Detailed instructions for participating in the offering

7. Form of Securities Certificate: Specimen of the security certificate or documentation

8. Valuation Reports: Independent valuations of material assets or business segments

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

Manufacturing

Real Estate

Energy

Healthcare

Infrastructure

Telecommunications

Consumer Goods

Industrial Products

Mining and Resources

Agriculture

Education

Transportation and Logistics

Retail

Relevant Teams

Legal

Finance

Corporate Secretarial

Compliance

Risk Management

Corporate Communications

Investor Relations

Treasury

Corporate Development

Business Development

Board of Directors

Executive Management

Internal Audit

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Secretary

General Counsel

Investment Banker

Financial Controller

Compliance Officer

Risk Manager

Corporate Finance Director

Legal Director

Investment Relations Manager

Board Director

Corporate Finance Manager

Securities Lawyer

Financial Analyst

Due Diligence Officer

Treasury Manager

Business Development Director

Industries
Capital Markets and Services Act 2007: The primary legislation governing securities offerings, capital markets activities, and licensing requirements in Malaysia. It provides the regulatory framework for securities issuance and trading.
Securities Commission Act 1993: Establishes the Securities Commission Malaysia (SC) and outlines its powers to regulate and supervise the securities market, including the review and approval of offering documents.
Companies Act 2016: Contains provisions regarding corporate governance, disclosure requirements, and the issuance of shares and other securities by Malaysian companies.
Guidelines on Unlisted Capital Market Products under the Lodge and Launch Framework: Provides specific requirements for the offering of unlisted capital market products, including disclosure requirements in offering documents.
Guidelines on Registration of Credit Rating Agencies: Relevant if the securities being offered require a credit rating, setting out requirements for rating agencies and ratings disclosure.
Anti-Money Laundering, Anti-Terrorism Financing and Proceeds of Unlawful Activities Act 2001: Contains provisions relevant to the verification of investors and prevention of money laundering through securities offerings.
Prospectus Guidelines 2019: Provides detailed requirements for the content and format of offering documents, including preliminary offering memorandums.
Malaysian Code on Corporate Governance: Sets out principles and best practices for corporate governance that may need to be addressed in the offering memorandum.
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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