Preliminary Offering Memorandum Template for Belgium

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Key Requirements PROMPT example:

Preliminary Offering Memorandum

"Need to draft a Preliminary Offering Memorandum for a Belgium-based renewable energy company planning to raise €50 million through a private placement of green bonds in March 2025, with specific focus on ESG criteria and sustainable energy projects."

Document background
A Preliminary Offering Memorandum is a comprehensive document used in the early stages of a securities offering in Belgium. It is prepared when a company plans to raise capital through the public or private markets, providing potential investors with essential information about the investment opportunity before final terms are established. The document must comply with Belgian financial regulations, particularly the Belgian Law of 11 July 2018, and the EU Prospectus Regulation. While not the final offering document, it contains detailed information about the issuer's business, operations, financial condition, risk factors, and preliminary offering terms. This document is crucial for both marketing purposes and meeting regulatory disclosure requirements, serving as a key tool for gauging investor interest and facilitating investment decisions.
Suggested Sections

1. Important Notice and Disclaimers: Legal disclaimers, notices about preliminary nature, and jurisdiction restrictions

2. Summary: Brief overview of the offering, key terms, and important features

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

4. Use of Proceeds: Detailed explanation of how the funds raised will be used

5. Business Description: Comprehensive overview of the issuer's business, operations, and market position

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

7. Financial Information: Historical financial data, key metrics, and relevant financial statements

8. Terms and Conditions of the Offering: Detailed description of the securities being offered and their terms

9. Subscription and Sale: Information about how to participate in the offering and selling restrictions

10. Taxation: Overview of relevant tax considerations for the investment

11. Legal Matters: Description of material legal issues and regulatory approvals

Optional Sections

1. Industry Overview: Detailed analysis of the industry and market context, included when the issuer operates in a specialized or complex sector

2. Competitive Landscape: Analysis of competitors and market positioning, included when competitive factors are particularly relevant to the investment decision

3. Environmental, Social and Governance (ESG): Details of ESG policies and initiatives, included when ESG factors are material to the offering

4. Intellectual Property: Description of key IP assets, included when IP is a significant value driver

5. Material Contracts: Summary of significant agreements, included when specific contracts are material to the business

6. Related Party Transactions: Details of significant related party dealings, included when such transactions are material

Suggested Schedules

1. Financial Statements: Detailed financial statements and notes

2. Pro Forma Financial Information: Adjusted financial information reflecting material transactions or changes

3. Capitalization Table: Detailed breakdown of current and post-offering capitalization

4. Key Performance Indicators: Detailed metrics and operational data

5. Management Discussion and Analysis: Detailed analysis of financial condition and results of operations

6. Selling Restrictions by Jurisdiction: Detailed list of jurisdiction-specific selling restrictions

7. Form of Securities: Detailed terms and conditions of the securities being offered

8. Technical Information: Technical specifications or expert reports, if applicable to the industry

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

Healthcare

Real Estate

Manufacturing

Energy

Telecommunications

Consumer Goods

Infrastructure

Transportation

Mining and Natural Resources

Biotechnology

Renewable Energy

E-commerce

Media and Entertainment

Relevant Teams

Legal

Finance

Compliance

Risk Management

Treasury

Investor Relations

Corporate Development

Corporate Communications

Due Diligence

Corporate Governance

Investment Banking

Capital Markets

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Investment Banking Director

Corporate Finance Manager

Compliance Officer

Risk Manager

Treasury Manager

Investor Relations Director

Corporate Secretary

Financial Controller

Business Development Director

Legal Counsel

Investment Analyst

Securities Lawyer

Underwriting Manager

Due Diligence Officer

Corporate Communications Director

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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