Preliminary Offering Memorandum Template for Singapore

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Key Requirements PROMPT example:

Preliminary Offering Memorandum

"I need a Preliminary Offering Memorandum for our Singapore-based technology company's Series B funding round, targeting to raise $50 million from institutional investors across Asia, with a planned closing date in March 2025."

Document background
The Preliminary Offering Memorandum is a critical document used in Singapore's capital markets when a company intends to raise capital through securities offerings. This document must comply with Singapore's Securities and Futures Act and MAS guidelines, providing potential investors with comprehensive information about the investment opportunity. The memorandum typically includes detailed business descriptions, financial statements, risk factors, and use of proceeds. While not the final offering document, the Preliminary Offering Memorandum serves as the primary marketing and disclosure document during the initial stages of the offering process.
Suggested Sections

1. Important Notice: Disclaimers, restrictions on distribution, and regulatory statements required under Singapore Securities and Futures Act

2. Summary of the Offering: Key terms, structure, and highlights of the offering in accordance with MAS Guidelines on Prospectus Requirements

3. Risk Factors: Comprehensive disclosure of material risks as required by Section 243 of SFA and MAS Disclosure Requirements

4. Use of Proceeds: Detailed breakdown of how funds raised will be utilized, as required by prospectus disclosure requirements

5. Business Description: Detailed overview of the company's business, operations, and market position in compliance with SFA requirements

6. Management Discussion and Analysis: Analysis of financial condition and results of operations as per MAS Guidelines

7. Management and Corporate Governance: Information about key personnel and governance structure in accordance with Companies Act requirements

Optional Sections

1. Industry Overview: Analysis of relevant market and industry trends, included when additional context about the industry is material to investment decision

2. Related Party Transactions: Disclosure of material transactions with related parties as required under Companies Act when significant related party transactions exist

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

4. International Securities Laws Compliance: Additional disclosures and compliance statements for cross-border offerings involving multiple jurisdictions

Suggested Schedules

1. Financial Statements: Audited financial statements and interim financial information as required by MAS Guidelines

2. Terms and Conditions: Detailed terms of the securities being offered in compliance with SFA requirements

3. Subscription Agreement: Form of agreement for investors to subscribe to the offering

4. Legal Opinions: Relevant legal opinions from counsel regarding compliance with Singapore securities laws

5. Corporate Documents: Key corporate documents including certificates and licenses required under Companies Act

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

Securities and Futures Act (SFA) - Chapter 289: Primary legislation governing securities offerings in Singapore, including key sections 239 (Prospectus Requirements), 243 (Stop Order provisions), 251-252 (liability for misstatements), and Part XIII (Offers of Investments)

Companies Act (CA) - Chapter 50: Core legislation governing corporate entities in Singapore, containing requirements for company documentation and corporate governance

Securities and Futures (Offers of Investments) Regulations 2018: Detailed regulations specifying requirements for investment offerings, including securities and securities-based derivatives contracts

MAS Guidelines on Prospectus Requirements: Regulatory guidelines issued by the Monetary Authority of Singapore specifying detailed requirements for prospectus content and format

MAS Guidelines on Disclosure Requirements: Regulatory guidelines specifying what information must be disclosed to potential investors in offering documents

MAS Marketing and Advertising Guidelines: Guidelines governing how securities offerings can be marketed and advertised to potential investors

SGX Listing Rules: Rules and requirements for listings on the Singapore Exchange, relevant if the offering involves a public listing

Personal Data Protection Act 2012: Legislation governing the collection, use, and disclosure of personal data, relevant for handling investor information

AML/CFT Requirements: Anti-Money Laundering and Countering the Financing of Terrorism requirements for financial offerings

MAS Notice SFA04-N12: Specific notice relating to the prevention of money laundering and terrorism financing for capital markets intermediaries

US Securities Act (Regulation S): International consideration for offerings with cross-border elements, particularly regarding US securities laws

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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