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Commercial Offering Memorandum

Commercial Offering Memorandum Template for Ireland

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Key Requirements PROMPT example:

Commercial Offering Memorandum

"Need a Commercial Offering Memorandum for our Irish technology company's €50 million private placement to qualified investors in March 2025, with particular emphasis on our AI intellectual property portfolio and ESG initiatives."

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Document background
The Commercial Offering Memorandum is a crucial document used in Irish securities offerings to provide potential investors with comprehensive information about an investment opportunity. It is typically employed when a company seeks to raise capital through private placement or certain public offerings in Ireland. The document must comply with Irish securities laws, including the Companies Act 2014 and relevant EU regulations, particularly the Prospectus Regulation when applicable. The memorandum includes detailed information about the company's business, financial condition, management team, risk factors, and offering terms. It serves both as a marketing tool and a legal document, protecting the issuer by ensuring full disclosure while providing investors with the information needed to make informed investment decisions. The document's content and structure must meet the requirements set by the Central Bank of Ireland and incorporate necessary elements to comply with both domestic and EU securities regulations.
Suggested Sections

1. Important Information and Disclaimer: Legal disclaimers, regulatory statements, and key notices to investors including distribution restrictions

2. Executive Summary: Overview of the offering, key investment highlights, and summary of main terms

3. Company Overview: Detailed description of the company, its business model, market position, and corporate structure

4. Investment Highlights: Key selling points and competitive advantages of the investment opportunity

5. Business Description: Comprehensive analysis of operations, products/services, strategy, and market opportunity

6. Management and Governance: Profiles of key executives, board members, and corporate governance structure

7. Terms of the Offering: Detailed description of the securities being offered, pricing, minimum investment, and subscription process

8. Use of Proceeds: Intended allocation and use of the funds raised through the offering

9. Risk Factors: Comprehensive disclosure of all material risks related to the investment

10. Financial Information: Historical financial statements, projections, and key performance indicators

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

12. Regulatory Matters: Description of regulatory environment and compliance requirements

13. Subscription Instructions: Detailed procedures for participating in the offering

Optional Sections

1. Industry Overview: Detailed analysis of the industry and market conditions - include when the company operates in a specialized or complex sector

2. Intellectual Property: Description of patents, trademarks, and other IP - include for technology or IP-heavy businesses

3. Environmental, Social and Governance (ESG): ESG policies and initiatives - include when targeting ESG-conscious investors or if material to the business

4. Related Party Transactions: Disclosure of material transactions with related parties - include if significant related party dealings exist

5. Legal Proceedings: Description of material litigation or legal issues - include if there are significant legal matters

6. Employee Matters: Overview of workforce, labor relations, and benefits - include for labor-intensive businesses

7. Property Portfolio: Details of real estate and physical assets - include for real estate or asset-heavy businesses

Suggested Schedules

1. Financial Statements: Detailed historical financial statements and notes

2. Subscription Agreement: Legal agreement for participating in the offering

3. Corporate Constitution: Company's constitutional documents

4. Material Contracts: Summaries of key contracts and agreements

5. Management CV's: Detailed biographies of key management personnel

6. Technical Reports: Industry-specific technical information or third-party reports

7. Legal and Tax Opinions: Professional opinions from legal and tax advisors

8. Corporate Structure Chart: Diagram showing group structure and ownership

9. Financial Projections: Detailed financial forecasts and assumptions

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓƵ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions
Clauses




































Relevant Industries

Financial Services

Technology

Real Estate

Healthcare

Manufacturing

Energy

Infrastructure

Telecommunications

Consumer Goods

Professional Services

Green Energy

Biotechnology

Agriculture

Transportation

Education Technology

Relevant Teams

Legal

Finance

Compliance

Risk Management

Corporate Development

Investment Relations

Treasury

Corporate Communications

Executive Management

Board of Directors

Corporate Governance

Operations

Business Development

Company Secretariat

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Secretary

Investment Relations Director

Compliance Officer

Risk Manager

Financial Controller

Business Development Director

Corporate Finance Manager

Board Director

Managing Director

Chief Operations Officer

Treasury Manager

Chief Risk Officer

Company Secretary

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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