Preliminary Offering Memorandum Template for Nigeria

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Key Requirements PROMPT example:

Preliminary Offering Memorandum

"Need a Preliminary Offering Memorandum for a tech startup planning to raise $50 million through a private placement of Series A preferred shares in March 2025, with particular focus on international investor considerations and tech sector risks."

Document background
The Preliminary Offering Memorandum is a crucial document in Nigerian securities offerings, used when companies seek to raise capital through the issuance of securities. This document serves as an initial step in the capital raising process, providing potential investors with comprehensive information about the offering while allowing the issuer to test market interest before finalizing terms. It must comply with the Investment and Securities Act 2007 and SEC regulations, containing detailed disclosures about the company's business, financials, risks, and proposed offering terms. While not the final offering document, the Preliminary Offering Memorandum must still maintain high standards of accuracy and completeness to meet regulatory requirements and support informed investment decisions. It's particularly important in the Nigerian market where regulatory compliance and transparent disclosure are essential for successful capital raising.
Suggested Sections

1. Important Notice/Disclaimer: Legal disclaimers and notices regarding the preliminary nature of the information

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

3. Offering Details: Specific terms of the offering including security type, price range, and offering size

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

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

6. Company Overview: Detailed description of the company's business, operations, and history

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

8. Financial Information: Historical financial statements, financial analysis, and projections

9. Industry Overview: Analysis of the market environment and competitive landscape

10. Regulatory Environment: Overview of relevant regulations affecting the company and the offering

11. Tax Considerations: Summary of relevant tax implications for investors

12. Subscription and Sale: Procedures and requirements for participating in the offering

Optional Sections

1. Foreign Investment Considerations: Required if targeting international investors, covering foreign investment regulations and currency considerations

2. Environmental, Social and Governance (ESG): Increasingly important section detailing company's ESG policies and compliance

3. Related Party Transactions: Required if there are significant related party dealings that could affect investor decisions

4. Material Contracts: Needed if there are significant contracts that could impact the investment decision

5. Property Portfolio: Required for real estate-heavy businesses or if physical assets are material to the offering

6. Research and Development: Important for technology or innovation-driven companies

7. Litigation History: Required if there are material ongoing or past legal proceedings

Suggested Schedules

1. Appendix A - Financial Statements: Detailed financial statements including notes and auditor's reports

2. Appendix B - Industry Data: Detailed market statistics and industry analysis

3. Appendix C - Corporate Structure: Organizational charts and subsidiary information

4. Appendix D - Management CVs: Detailed biographies of key management personnel

5. Appendix E - Material Agreements: Copies or summaries of significant contracts and agreements

6. Appendix F - Technical Reports: For resource or technology companies, relevant technical documentation

7. Appendix G - Legal and Regulatory Approvals: Copies of key permits, licenses, and regulatory approvals

8. Appendix H - Subscription Forms: Forms and instructions for participating in the offering

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 and Natural Resources

Telecommunications

Healthcare

Agriculture

Infrastructure

Consumer Goods

Industrial

Mining

Oil and Gas

Entertainment and Media

Transportation and Logistics

Relevant Teams

Legal

Finance

Compliance

Risk Management

Corporate Secretariat

Investor Relations

Treasury

Corporate Communications

Operations

Internal Audit

Corporate Development

Board Secretariat

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Secretary

Investment Banker

Securities Lawyer

Financial Controller

Compliance Officer

Risk Manager

Director of Investor Relations

Chief Operating Officer

Board Member

Investment Analyst

Due Diligence Officer

Corporate Finance Manager

Treasury Manager

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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