Investment Memorandum Template for Belgium

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Key Requirements PROMPT example:

Investment Memorandum

"I need an Investment Memorandum for a Series B funding round for my Belgian biotech company, targeting both domestic and international investors, with a planned closing date of March 2025 and a target raise of €50 million."

Document background
An Investment Memorandum is a crucial document used when seeking to raise capital or offer investment opportunities in Belgium. It serves as the primary disclosure document for potential investors, providing them with detailed information about the investment opportunity, risks, and terms. The document must comply with Belgian financial regulations, including the supervision of the Financial Services and Markets Authority (FSMA), and relevant EU directives. Investment Memoranda are typically used for private placements, fund raises, or when offering securities that may be exempt from full prospectus requirements. They contain comprehensive information about the business, financial data, market analysis, risk factors, and management details, while ensuring compliance with Belgian corporate law, EU regulations, and investor protection requirements.
Suggested Sections

1. Important Information and Disclaimers: Legal disclaimers, regulatory statements, and key notices to investors

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

3. Investment Highlights: Key features and benefits of the investment opportunity

4. Business Overview: Detailed description of the business, market position, and strategy

5. Market Analysis: Overview of the market environment, competition, and opportunities

6. Financial Information: Historical financial data, projections, and key performance indicators

7. Risk Factors: Comprehensive discussion of risks associated with the investment

8. Management and Governance: Information about key personnel, management structure, and governance

9. Terms of Investment: Detailed terms and conditions of the investment opportunity

10. Legal and Regulatory Information: Relevant legal framework, regulatory compliance, and corporate matters

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

12. Use of Proceeds: Detailed explanation of how investment funds will be used

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

Optional Sections

1. ESG Considerations: Environmental, Social, and Governance factors - included when relevant to the investment strategy or when targeting ESG-focused investors

2. Industry-Specific Analysis: Detailed analysis of specific industry factors - included when the investment is in a specialized or technical sector

3. Track Record: Historical performance of similar investments or management team - included when available and relevant

4. Exit Strategy: Planned exit mechanisms and timing - included for closed-end investments or when specific exit plans exist

5. Research and Development: R&D activities and pipeline - included for technology or innovation-focused investments

6. Regulatory Approvals: Status of required regulatory approvals - included when specific regulatory requirements apply

7. International Operations: Details of international business activities - included for companies with significant cross-border operations

Suggested Schedules

1. Financial Statements: Detailed historical financial statements and projections

2. Corporate Documents: Articles of association, shareholder agreements, and other corporate documentation

3. Market Research Reports: Third-party market analysis and research reports

4. Management CVs: Detailed biographies of key management personnel

5. Valuation Report: Independent valuation analysis and methodology

6. Legal Due Diligence Report: Summary of legal due diligence findings

7. Subscription Documents: Forms and agreements required for investment subscription

8. Technical Reports: Specific technical or operational reports relevant to the investment

9. Regulatory Certificates: Copies of relevant regulatory approvals and certificates

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

Real Estate

Healthcare

Manufacturing

Energy

Infrastructure

Telecommunications

Consumer Goods

Professional Services

Life Sciences

Renewable Energy

Agriculture

Transportation

Media and Entertainment

Relevant Teams

Legal

Finance

Corporate Development

Investor Relations

Compliance

Risk Management

Executive Leadership

Corporate Secretary Office

Business Development

Treasury

Tax

Operations

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

Investment Director

Corporate Finance Manager

Legal Counsel

Investment Banker

Financial Controller

Compliance Officer

Risk Manager

Business Development Director

Corporate Secretary

Investment Relations Manager

Portfolio Manager

Managing Director

Partner

Industries
Prospectus Law of 11 July 2018: Belgian law implementing the EU Prospectus Regulation, governing the requirements for publishing a prospectus when offering securities to the public or admitting them to trading
EU Prospectus Regulation 2017/1129: European regulation establishing requirements for the drawing up, approval and distribution of prospectuses for securities offered to the public or admitted to trading on regulated markets
Belgian Financial Services and Markets Authority (FSMA) Regulations: Regulatory framework governing financial services, markets supervision, and investor protection in Belgium
Belgian Companies and Associations Code (CAC): Primary legislation governing corporate entities in Belgium, including requirements for corporate documentation and shareholder relations
Law of 18 September 2017 on AML/CFT: Anti-money laundering and counter-terrorist financing legislation that must be considered for investor verification and fund source documentation
MiFID II (Markets in Financial Instruments Directive): EU directive implemented in Belgian law governing investment services, including requirements for investor classification and protection
GDPR (General Data Protection Regulation): EU regulation governing the processing of personal data, relevant for handling investor information
Belgian Act on Alternative Investment Funds: Legislation governing alternative investment funds and their management companies in Belgium
Tax Code (CIR 92): Belgian tax legislation relevant for investment structures and tax implications that need to be disclosed in the 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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