Secondary Offer Prospectus Content Outline

The legal template titled "Secondary Offer Prospectus Content Outline under UK law" provides a comprehensive framework for preparing a secondary offer prospectus, in compliance with the legal requirements prescribed by UK legislation and regulations.

A secondary offer refers to the sale of existing shares or securities by a company's current shareholders, rather than the issuing of new shares. This template outlines the key sections and content that should be included in the prospectus, ensuring conformity to UK law.

The outline encompasses various crucial elements, including but not limited to:
1. Executive summary: A concise overview highlighting the key details of the secondary offer, such as the purposes, objectives, and timeline.
2. Company information: A comprehensive description of the issuing company, its legal structure, activities, history, and financial performance.
3. Shareholder details: Detailed information about the selling shareholders, including their identities, shareholding percentage, and any relevant relationships.
4. Securities on offer: A comprehensive breakdown of the securities being offered, such as existing shares and any other types of securities involved, along with their associated rights, terms, and conditions.
5. Risk factors: An identification and detailed assessment of potential risks associated with the secondary offer, such as market risks, regulatory risks, and financial risks.
6. Regulatory framework: A summary of the legal and regulatory requirements governing the secondary offer, including references to relevant UK legislation, such as the Companies Act and the Financial Services and Markets Act.
7. Use of proceeds: A clear description outlining how the proceeds from the secondary offer will be utilized by the company, including any specific investment plans or debt reduction strategies.
8. Financial information: Comprehensive financial statements, including historical financials, audited accounts, and management discussion and analysis of the financial performance, providing potential investors with a clear view of the company's financial health.
9. Corporate governance: An outline of the company's corporate governance practices, including board structure, key committees, and policies related to risk management, remuneration, and internal controls.
10. Legal and expert opinions: A requirement for including legal and expert opinions obtained by the issuer, verifying compliance with regulatory requirements and attest to the accuracy of the information provided.
11. Subscription and application details: Information on how potential investors can subscribe to the securities offered, including the application process, timeline, and any specific requirements.

By utilizing this legal template, issuers can ensure their secondary offer prospectus adheres to UK legal requirements and provides potential investors with comprehensive and transparent information necessary for making informed investment decisions.