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Private Placement Memorandum (Real Estate)

Private Placement Memorandum (Real Estate) Template for Netherlands

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Key Requirements PROMPT example:

Private Placement Memorandum (Real Estate)

"I need a Private Placement Memorandum (Real Estate) for a €50M mixed-use development project in Amsterdam, targeting qualified investors from the Netherlands and Germany, with the first closing planned for March 2025; the document should emphasize our sustainable development approach and ESG compliance."

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Document background
A Private Placement Memorandum (Real Estate) is a crucial document used in the Netherlands for private capital raising in real estate investments. It serves as the primary offering document when seeking investment from qualified investors under Dutch law. The document is required when structuring private real estate investment opportunities that fall under the Dutch Financial Supervision Act (Wft) and related regulations. It includes essential information about the investment opportunity, property details, market analysis, risk factors, financial projections, and legal structure. The PPM must comply with Dutch and EU regulatory requirements while providing sufficient disclosure for informed investment decisions. This document type is particularly relevant for real estate fund managers, property developers, and investment firms raising capital through private placements in the Dutch market.
Suggested Sections

1. Important Notice and Disclaimer: Legal disclaimers, distribution restrictions, and forward-looking statements warnings

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

3. Investment Highlights: Key attractive features of the investment and value proposition

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

5. Market Overview: Analysis of the Dutch real estate market and relevant sector specifics

6. Business Plan: Detailed strategy, property information, and operational plans

7. Management Team: Profiles of key personnel and management structure

8. Investment Structure: Legal and corporate structure of the investment vehicle

9. Terms of the Offering: Detailed investment terms, minimum investment, and subscription process

10. Financial Information: Historical financials, projections, and key assumptions

11. Tax Considerations: Overview of relevant Dutch tax implications for investors

12. Regulatory Matters: Applicable regulations and compliance requirements

13. Subscription Instructions: Process and requirements for participating in the offering

Optional Sections

1. Environmental Matters: Include when the property has significant environmental considerations or certifications

2. Development Plans: Include when the investment involves property development or major renovations

3. Track Record: Include when the sponsor has relevant previous investments to showcase

4. Property Management: Include when there's a separate property management structure or company

5. Exit Strategy: Include when there's a defined exit strategy or multiple exit options

6. Currency Considerations: Include when targeting international investors outside the Eurozone

7. Co-Investment Structure: Include when there are co-investment opportunities or requirements

Suggested Schedules

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

2. Property Details: Detailed information about the real estate assets

3. Financial Projections: Detailed financial models and assumptions

4. Independent Valuations: Professional property valuations and reports

5. Legal Structure Chart: Detailed diagram of the investment structure

6. Due Diligence Reports: Technical, legal, and financial due diligence summaries

7. Management CVs: Detailed biographies of key team members

8. Historical Financial Statements: If applicable, historical performance of the property

9. Tax Opinion: Detailed tax analysis from qualified advisors

10. Property Photos and Maps: Visual documentation of the properties and location

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Clauses
Investment Overview
Risk Factors
Regulatory Compliance
Subscription Rights
Investment Restrictions
Management Rights
Fee Structure
Distribution Policy
Transfer Restrictions
Redemption Rights
Valuation Methodology
Reporting Requirements
Confidentiality
Conflicts of Interest
Investment Process
Due Diligence
Environmental Compliance
Property Management
Asset Management
Corporate Governance
Tax Considerations
Anti-Money Laundering
Investor Eligibility
Amendment Provisions
Termination Rights
Indemnification
Liability Limitations
Notice Requirements
Governing Law
Dispute Resolution
Force Majeure
Related Party Transactions
Information Rights
Exit Provisions
Co-Investment Rights
Relevant Industries

Commercial Real Estate

Residential Real Estate

Industrial Real Estate

Retail Real Estate

Office Real Estate

Logistics Real Estate

Mixed-use Real Estate

Healthcare Real Estate

Student Housing

Senior Housing

Data Centers

Hospitality

Relevant Teams

Legal

Compliance

Investment

Finance

Risk Management

Asset Management

Property Management

Investor Relations

Business Development

Operations

Due Diligence

Valuations

Research

Tax

Relevant Roles

Fund Manager

Real Estate Investment Manager

Chief Investment Officer

Chief Financial Officer

Legal Counsel

Compliance Officer

Investment Director

Asset Manager

Portfolio Manager

Property Manager

Investment Analyst

Financial Controller

Risk Manager

Business Development Director

Investor Relations Manager

Industries
Dutch Financial Supervision Act (Wet op het financieel toezicht - Wft): Main framework for financial services regulation in Netherlands, covering investment offerings and prospectus requirements
EU Alternative Investment Fund Managers Directive (AIFMD): Regulates managers of alternative investment funds, including real estate funds, particularly relevant for fund structure and management
Dutch Civil Code (Burgerlijk Wetboek): Contains fundamental rules about property rights, contracts, and legal entities in the Netherlands
Dutch Money Laundering and Terrorist Financing Prevention Act (Wwft): Requires customer due diligence and reporting of unusual transactions in financial services
Dutch Housing Act (Woningwet): Regulates aspects of residential real estate, important if the investment involves residential properties
Environmental Management Act (Wet milieubeheer): Environmental regulations affecting real estate development and management
EU General Data Protection Regulation (GDPR): Relevant for handling personal data of investors and tenants
Dutch Tax Law (Wet op de vennootschapsbelasting 1969): Corporate tax implications for real estate investment structures
Market Abuse Regulation (MAR): EU regulation preventing market abuse and requiring disclosure of inside information
Dutch Authority for Financial Markets Act (Wet Authority Financiële Markten): Establishes the supervisory framework and powers of the Dutch financial markets regulator
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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