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Bond Offering Memorandum

Bond Offering Memorandum Template for Netherlands

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Key Requirements PROMPT example:

Bond Offering Memorandum

"I need a Bond Offering Memorandum for a €500 million green bond issuance by our renewable energy company, to be listed on Euronext Amsterdam in March 2025, with specific focus on ESG compliance and green bond framework integration."

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Document background
A Bond Offering Memorandum is a crucial document used when an organization wishes to raise debt capital through a bond issuance in the Netherlands. It must comply with the Dutch Financial Supervision Act (Wft) and EU Prospectus Regulation, particularly when the offering exceeds €8 million or is to be listed on a regulated market. The memorandum contains comprehensive information about the issuer's business, financial condition, the bonds' terms, and associated risks. It serves as the primary disclosure document for investors and must be approved by the Dutch Financial Markets Authority (AFM) if it constitutes a regulated offering. The document plays a vital role in both regulatory compliance and investor marketing, requiring careful preparation to meet legal requirements while effectively presenting the investment opportunity.
Suggested Sections

1. Important Notices and Disclaimers: Legal disclaimers, distribution restrictions, and forward-looking statements warnings

2. Summary: Key information about the bonds, issuer, and offering in condensed format as required by EU Prospectus Regulation

3. Risk Factors: Detailed description of all material risks related to the issuer, industry, bonds, and market conditions

4. Use of Proceeds: Detailed explanation of how the proceeds from the bond offering will be used

5. Terms and Conditions of the Bonds: Comprehensive terms including interest rates, maturity, denomination, ranking, covenants, and events of default

6. Description of the Issuer: Detailed information about the issuer's business, operations, management, and financial condition

7. Management and Corporate Governance: Information about board members, senior management, and corporate governance practices

8. Financial Information: Historical financial statements, key financial metrics, and relevant financial disclosures

9. Taxation: Overview of relevant tax considerations for bondholders in key jurisdictions

10. Subscription and Sale: Information about the offering process, selling restrictions, and distribution arrangements

11. General Information: Additional regulatory and administrative information, including advisor details and documents available for inspection

Optional Sections

1. Green Bond Framework: Required if the offering is for green bonds, detailing the environmental objectives and use of proceeds

2. Industry Overview: Included when the issuer's industry context is particularly relevant or complex

3. Regulatory Environment: Detailed when the issuer operates in a heavily regulated industry

4. Related Party Transactions: Required if there are significant related party dealings that could affect the bonds

5. Credit Rating Section: Included when the bonds or issuer have been rated by credit rating agencies

6. Book-Entry Settlement: Required for bonds that will be settled through clearing systems

7. Exchange Listing Information: Required if the bonds will be listed on a stock exchange

Suggested Schedules

1. Financial Statements: Audited financial statements for required periods and any interim financial information

2. Terms and Conditions: Detailed terms and conditions of the bonds in standard legal format

3. Form of Final Terms: Template for final terms if part of a program

4. Form of Global Notes: Forms of temporary and permanent global notes

5. Technical Information: Detailed technical specifications of the bonds including ISIN, clearing systems

6. Selling Restrictions: Detailed selling restrictions by jurisdiction

7. Auditor's Reports: Independent auditor's reports on financial statements

8. Valuation Reports: Any relevant asset valuation reports if applicable to the security of the bonds

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
Aggregate Nominal Amount
Agency Agreement
Agents
Applicable Rate
Bondholder
Business Day
Calculation Agent
Clearing System
Clearstream
Conditions
Coupon
Day Count Fraction
Default
Definitive Bond Certificates
Determination Date
Early Redemption Amount
EURIBOR
Euro
Euroclear
Event of Default
Extraordinary Resolution
Final Maturity Date
Final Terms
Financial Indebtedness
Fiscal Agent
Fixed Rate Bonds
Floating Rate Bonds
Global Bond Certificate
Group
Guarantee
Interest Amount
Interest Payment Date
Interest Period
Issue Date
Issuer
Lead Manager
Material Adverse Effect
Material Subsidiary
Maturity Date
Meeting
Member State
Nominal Amount
Noteholder
Offering
Optional Redemption Date
Paying Agent
Payment Business Day
Permitted Security Interest
Person
Principal Amount
Prospectus
Prospectus Regulation
Record Date
Redemption Amount
Reference Banks
Reference Rate
Register
Registrar
Regulated Market
Relevant Date
Security Interest
Series
Specified Denomination
Specified Office
Subscription Agreement
Subsidiary
TARGET2
TARGET Business Day
Tax Event
Terms and Conditions
Tranche
Transfer Agent
Trust Deed
Trustee
Wft
Clauses
Risk Factors
Interest
Redemption
Events of Default
Taxation
Covenants
Representations and Warranties
Transfer Restrictions
Voting Rights
Amendments and Modifications
Governing Law
Jurisdiction
Notices
Meetings of Bondholders
Enforcement
Payment Provisions
Status and Ranking
Security
Selling Restrictions
Market Making
Default Interest
Acceleration
Cross Default
Negative Pledge
Financial Covenants
Information Undertakings
Change of Control
Listing Requirements
Subscription and Settlement
Registration Rights
Additional Issuances
Merger and Consolidation
Asset Sales
Indemnification
Successors and Assigns
Force Majeure
Calculation Methods
Market Disruption
Prescription
Further Issues
Relevant Industries

Financial Services

Banking

Real Estate

Infrastructure

Energy

Telecommunications

Manufacturing

Technology

Healthcare

Transportation

Utilities

Consumer Goods

Natural Resources

Government/Public Sector

Green Energy

Relevant Teams

Legal

Finance

Treasury

Compliance

Risk Management

Investor Relations

Corporate Development

Capital Markets

Corporate Secretary Office

Credit

Operations

Relevant Roles

Chief Financial Officer

Treasurer

Finance Director

Legal Counsel

Compliance Officer

Investment Banker

Bond Trader

Financial Controller

Risk Manager

Corporate Secretary

Investor Relations Manager

Capital Markets Director

Securities Lawyer

Regulatory Compliance Manager

Credit Analyst

Portfolio Manager

Debt Capital Markets Associate

Industries
EU Prospectus Regulation (2017/1129): The main EU regulation governing the prospectus requirements for securities offerings, including bonds, within the European Union. Sets out content requirements and approval processes.
Dutch Financial Supervision Act (Wet op het financieel toezicht - Wft): The primary Dutch legislation governing financial markets, supervision of financial institutions, and securities offerings in the Netherlands.
EU Market Abuse Regulation (596/2014): Establishes framework to prevent market abuse, insider dealing, and market manipulation in relation to securities offerings.
Dutch Civil Code (Burgerlijk Wetboek): Contains fundamental contract law provisions and corporate law requirements relevant to bond issuance and documentation.
AFM Guidelines on Advertising and Marketing of Securities: Guidelines from the Dutch Financial Markets Authority (AFM) on marketing and advertising of securities offerings.
MiFID II (2014/65/EU): EU directive governing financial markets and instruments, including requirements for investment services and regulated markets relevant to bond offerings.
Dutch Money Laundering and Terrorist Financing Prevention Act: Anti-money laundering requirements that may affect disclosure and compliance sections of the offering memorandum.
EU PRIIPs Regulation (1286/2014): Relevant if the bonds are being offered to retail investors, requiring specific disclosure documentation (KID).
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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