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Investment Offering Memorandum

Investment Offering Memorandum Template for Indonesia

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Key Requirements PROMPT example:

Investment Offering Memorandum

"I need an Investment Offering Memorandum for a Series B funding round of my Indonesian technology company, targeting international venture capital firms with a minimum investment of USD 5 million, planned for March 2025, with specific focus on our AI and machine learning capabilities."

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Document background
The Investment Offering Memorandum is a crucial document in Indonesian capital markets, used when companies seek to raise capital through private or public offerings. It serves as both a marketing tool and a legal document, requiring careful preparation to comply with Indonesian regulations, particularly those set by the Financial Services Authority (OJK). The memorandum must provide comprehensive disclosure of all material information about the investment opportunity, including business operations, financial statements, risk factors, and management details. This document is essential for companies seeking to attract domestic or international investors while maintaining compliance with Indonesian securities laws and regulations. The Investment Offering Memorandum's content and structure must align with specific requirements under Law No. 8 of 1995 on Capital Markets and various OJK regulations, making it a fundamental tool for capital raising in the Indonesian market.
Suggested Sections

1. Important Notice to Investors: Legal disclaimers, regulatory notices, and jurisdictional restrictions

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

3. Risk Factors: Comprehensive analysis of all material risks associated with the investment

4. Use of Proceeds: Detailed breakdown of how investment funds will be utilized

5. Business Overview: Comprehensive description of the business, operations, and market position

6. Management and Organization: Details of key management personnel, organizational structure, and corporate governance

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

8. Investment Terms and Conditions: Detailed terms of the investment offering, including pricing, minimum investment, and investor rights

9. Regulatory Environment: Overview of relevant Indonesian regulations and compliance requirements

10. Tax Considerations: Summary of applicable tax implications for investors

11. Subscription Procedures: Step-by-step process for participating in the offering

Optional Sections

1. Industry Analysis: Detailed market analysis and industry trends - include for new or complex industries

2. Property Portfolio: Details of real estate assets - include for real estate investments

3. Technical Information: Technical specifications and operations - include for industrial or technology companies

4. Environmental Impact: Environmental assessments and sustainability measures - include for projects with environmental implications

5. Research and Development: R&D activities and pipeline - include for technology or pharmaceutical companies

6. Foreign Investment Considerations: Special considerations for foreign investors - include when targeting international investors

7. Corporate Social Responsibility: CSR initiatives and community impact - include for larger offerings or when emphasizing social impact

Suggested Schedules

1. Audited Financial Statements: Complete audited financial statements for the past 3 years

2. Financial Projections: Detailed financial forecasts and assumptions

3. Corporate Documents: Articles of association, licenses, and key corporate documents

4. Material Contracts: Summaries of significant business agreements and contracts

5. Management CVs: Detailed biographies of key management personnel

6. Legal Opinion: Opinion from legal counsel on key aspects of the offering

7. Valuation Report: Independent valuation reports if applicable

8. Subscription Agreement: Form of investment subscription agreement

9. Due Diligence Reports: Summary of due diligence findings

10. Market Research Reports: Independent market research and analysis

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
Applicable Law
Board of Directors
Board of Commissioners
Business Day
Capital Market Law
Closing Date
Company
Confidential Information
Directors
Distribution Agreement
Effective Date
Financial Statements
Financial Year
Government
IDX
Indonesian GAAP
Investment Amount
Investment Period
Investor
Issue Date
Issuer
Material Adverse Change
Material Contract
Minimum Investment Amount
OJK
Offering Period
Offering Price
Placement Agent
Private Placement
Prospective Investor
Public Offering
Qualified Investor
Registration Statement
Regulatory Approvals
Related Party
Relevant Period
Rupiah
Securities
Shareholders
Subscription Agreement
Subscription Date
Subscription Price
Subsidiary
Tax
Transaction Documents
Underwriter
USD
Valuation Date
Clauses
Investment Terms
Risk Factors
Company Information
Business Description
Management Structure
Financial Information
Use of Proceeds
Dividend Policy
Share Capital Structure
Subscription Rights
Transfer Restrictions
Voting Rights
Corporate Governance
Related Party Transactions
Material Contracts
Legal Proceedings
Regulatory Compliance
Tax Considerations
Foreign Investment Restrictions
Environmental Compliance
Asset Valuation
Distribution Policy
Exit Rights
Tag-Along Rights
Drag-Along Rights
Pre-emptive Rights
Information Rights
Confidentiality
Anti-Money Laundering
Dispute Resolution
Governing Law
Force Majeure
Representations and Warranties
Indemnification
Amendment Provisions
Termination Rights
Notices
Assignment
Severability
Relevant Industries

Technology

Real Estate

Manufacturing

Financial Services

Infrastructure

Energy

Mining

Agriculture

Healthcare

Education

Retail

Telecommunications

Transportation

Hospitality

Consumer Goods

Green Energy

Digital Services

E-commerce

Relevant Teams

Legal

Finance

Compliance

Corporate Secretariat

Investment Relations

Risk Management

Corporate Communications

Treasury

Business Development

Strategy

Corporate Finance

Due Diligence

Corporate Affairs

Regulatory Affairs

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

Investment Relations Manager

Corporate Secretary

Finance Director

Legal Director

Investment Banking Director

Compliance Officer

Risk Manager

Corporate Finance Manager

Business Development Director

Strategy Director

Board Member

Managing Director

Financial Controller

Treasury Manager

Company Secretary

Due Diligence Officer

Industries
Law No. 8 of 1995 on Capital Markets: The fundamental law governing Indonesia's capital markets, securities offerings, and trading. This law provides the basic framework for securities issuance and public offerings.
OJK Regulation No. 23/POJK.04/2017: Regulation concerning the Prospectus and Initial Public Offering Registration Statement, which details the requirements for disclosure in offering documents.
Law No. 25 of 2007 on Investment: Governs investment activities in Indonesia, including foreign investment regulations and restrictions on foreign ownership in various business sectors.
OJK Regulation No. 77/POJK.01/2016: Regulations on Information Technology-Based Lending Services, particularly relevant if the offering involves any fintech or digital investment components.
Law No. 40 of 2007 on Limited Liability Companies: The primary company law that governs corporate structures, responsibilities, and operations in Indonesia.
Government Regulation No. 24 of 2018: Regulation concerning Electronic Integrated Business Licensing Services, relevant for business licensing requirements that need to be disclosed in the offering memorandum.
Presidential Regulation No. 44 of 2016: The Negative Investment List (DNI) which specifies business fields that are closed or conditionally open to foreign investment.
OJK Regulation No. 7/POJK.04/2017: Documents of Registration Statement in the Framework of Public Offering and Capital Increase, detailing specific requirements for registration statements.
Law No. 24 of 2004 on the Deposit Insurance Corporation: Relevant for offerings involving banking or financial institution investments, establishing protection mechanisms for investors.
OJK Regulation No. 15/POJK.04/2020: Planning and Organizing General Meeting of Shareholders of Public Companies, important for corporate governance disclosures in the offering 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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