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Investment Offering Memorandum

Investment Offering Memorandum Template for Philippines

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Key Requirements PROMPT example:

Investment Offering Memorandum

"Need to draft an Investment Offering Memorandum for our Philippine technology startup seeking Series B funding of PHP 50 million, with special emphasis on our AI intellectual property and international expansion plans for Q2 2025."

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Document background
The Investment Offering Memorandum is a crucial document used in the Philippines when companies seek to raise capital through private placement or public offering of securities. It must comply with the Securities Regulation Code (RA 8799) and related Philippine SEC regulations, which mandate comprehensive disclosure of material information to protect investor interests. The memorandum typically includes detailed information about the company's business, financial condition, risk factors, management structure, and specific terms of the investment offering. This document is essential for both domestic and foreign investment activities in the Philippines, serving as the primary source of information for potential investors to evaluate the investment opportunity while ensuring regulatory compliance. The content and structure must align with local securities laws while meeting international best practices for investment disclosure.
Suggested Sections

1. Important Notice to Investors: Disclaimers, regulatory notices, and key warnings about the investment offering

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

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

4. Company Overview: Detailed information about the company, its history, business model, and operations

5. Management and Organization: Information about key executives, board members, and organizational structure

6. Market Analysis: Overview of industry, market conditions, competition, and opportunities

7. Business Strategy: Company's growth strategy, competitive advantages, and future plans

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

9. Investment Terms: Detailed terms of the investment offering, including pricing, minimum investment, and restrictions

10. Risk Factors: Comprehensive discussion of all material risks associated with the investment

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

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

13. Legal and Regulatory Information: Legal structure, regulatory compliance, and relevant permits/licenses

14. Subscription Procedures: Process and requirements for participating in the offering

Optional Sections

1. Foreign Investment Considerations: Required when targeting foreign investors, covering specific regulations and restrictions

2. Environmental, Social, and Governance (ESG): Required for companies emphasizing sustainability and social responsibility

3. Technical Information: Required for technology or resource-based companies needing to explain technical aspects

4. Intellectual Property: Required when IP assets are a significant part of company value

5. Project Timeline: Required for project-based investments with specific development milestones

6. Exit Strategy: Required when specific exit mechanisms or liquidity events are planned

7. Industry Regulations: Required for heavily regulated industries with specific compliance requirements

8. Distribution Policy: Required for investments with regular dividend or distribution plans

Suggested Schedules

1. Appendix A - Financial Statements: Detailed audited financial statements and notes

2. Appendix B - Market Research Reports: Third-party market analysis and research data

3. Appendix C - Management CVs: Detailed biographies of key management personnel

4. Appendix D - Corporate Documents: Articles of incorporation, licenses, and key agreements

5. Appendix E - Technical Reports: Detailed technical assessments or feasibility studies

6. Appendix F - Subscription Agreement: Legal documents for investment subscription

7. Appendix G - Legal Opinions: Relevant legal opinions from counsel

8. Appendix H - Property/Asset Valuations: Independent valuations of key assets

9. Schedule 1 - Investment Terms Summary: Detailed breakdown of investment terms and conditions

10. Schedule 2 - Risk Factor Details: Expanded analysis of risk factors

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
Clauses
Investment Overview
Securities Description
Risk Factors
Use of Proceeds
Business Description
Management Structure
Corporate Governance
Financial Information
Capitalization
Dividend Policy
Subscription and Sale
Transfer Restrictions
Investment Restrictions
Redemption Rights
Voting Rights
Confidentiality
Taxation
Material Contracts
Legal Proceedings
Regulatory Compliance
Foreign Investment Restrictions
Related Party Transactions
Asset Valuation
Distribution Policy
Exit Rights
Anti-Dilution Protection
Information Rights
Reporting Obligations
Amendment Provisions
Governing Law
Dispute Resolution
Representations and Warranties
Due Diligence
Indemnification
Force Majeure
Notices
Termination Rights
Relevant Industries

Financial Services

Real Estate

Technology

Manufacturing

Energy

Infrastructure

Healthcare

Agriculture

Mining

Telecommunications

Retail

Education

Transportation

Tourism

Green Energy

E-commerce

Relevant Teams

Legal

Finance

Compliance

Corporate Secretary Office

Investor Relations

Risk Management

Corporate Communications

Business Development

Executive Management

Board Secretariat

Investment Banking

Regulatory Affairs

Due Diligence

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

Corporate Secretary

Investment Director

Compliance Officer

Financial Controller

Investment Banker

Legal Counsel

Risk Manager

Business Development Director

Corporate Communications Manager

Investor Relations Manager

Board Member

Managing Director

Portfolio Manager

Private Equity Manager

Investment Analyst

Due Diligence Officer

Regulatory Affairs Manager

Industries
Securities Regulation Code (Republic Act No. 8799): The primary legislation governing securities, including registration requirements, disclosure obligations, and regulatory framework for securities offerings in the Philippines
2015 SRC Implementing Rules and Regulations: Detailed rules and regulations implementing the Securities Regulation Code, including specific requirements for offering memoranda and securities registration
Investment Company Act (Republic Act No. 2629): Regulates investment companies and their offerings, including requirements for registration and disclosure of investment products
Foreign Investments Act of 1991 (Republic Act No. 7042): Governs foreign investments in the Philippines, including restrictions and requirements for foreign participation in various business activities
Anti-Money Laundering Act of 2001 (Republic Act No. 9160): Provides requirements for due diligence and reporting in financial transactions, including investment activities
Corporation Code of the Philippines (Republic Act No. 11232): Governs corporate operations and structure, including requirements for corporate fundraising and investor relations
SEC Memorandum Circular No. 8 (Series of 2016): Provides guidelines on the contents and requirements of offering memoranda and other disclosure documents
Consumer Act of the Philippines (Republic Act No. 7394): Protects investor rights as consumers of financial products, including disclosure requirements and fair dealing provisions
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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