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Commercial Offering Memorandum Template for Malaysia

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Key Requirements PROMPT example:

Commercial Offering Memorandum

"I need a Commercial Offering Memorandum for a Malaysian technology company planning to raise RM50 million through a private placement to institutional investors by March 2025, with a focus on our AI software solutions and international expansion plans."

Document background
The Commercial Offering Memorandum is a crucial document in Malaysian capital markets transactions, used when companies seek to raise capital through private placements or restricted offerings. It serves as the primary disclosure document for potential investors, providing comprehensive information about the investment opportunity while ensuring compliance with Malaysian securities regulations. The document is typically used for non-public offerings to sophisticated or institutional investors, containing detailed information about the issuer's business, financial condition, risk factors, and terms of the offering. Under Malaysian law, particularly the Capital Markets and Services Act 2007, the memorandum must provide accurate and complete information to enable investors to make informed investment decisions. This document type is essential for companies seeking to raise capital while complying with Malaysian regulatory requirements and market practices.
Suggested Sections

1. Important Notice and Disclaimers: Legal disclaimers, regulatory statements, and distribution restrictions

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

3. Offering Details: Comprehensive description of the securities/investment products being offered

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

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

6. Management and Organization: Information about key management personnel and organizational structure

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

8. Risk Factors: Detailed disclosure of all material risks associated with the investment

9. Terms and Conditions: Detailed terms of the offering including pricing, minimum investment, and subscription procedures

10. Regulatory Compliance: Statements regarding compliance with Malaysian securities laws and regulations

Optional Sections

1. Industry Overview: Analysis of the industry and market environment, included for offerings where market context is crucial

2. Corporate History: Detailed company history and development, relevant for established companies

3. Investment Highlights: Detailed investment thesis and competitive advantages, useful for larger offerings

4. Tax Considerations: Overview of relevant tax implications, included when tax structure is material to the investment decision

5. Environmental, Social and Governance (ESG): ESG policies and initiatives, included when targeting ESG-conscious investors

6. Related Party Transactions: Disclosure of related party dealings, included when significant related party transactions exist

7. Legal Proceedings: Details of material litigation or legal issues, included if there are significant legal matters

Suggested Schedules

1. Financial Statements: Detailed audited financial statements and notes

2. Subscription Agreement: Form of agreement for investing in the offering

3. Corporate Documents: Key corporate documents including certificates and licenses

4. Material Contracts: Summaries or copies of material agreements

5. Technical Reports: Relevant technical or industry-specific reports

6. Valuation Reports: Independent valuation reports if applicable

7. Legal Opinion: Legal opinions from qualified counsel regarding the offering

8. Application Forms: Investment application and KYC documentation

Authors

Alex Denne

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

Relevant legal definitions









































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Relevant Industries

Financial Services

Real Estate

Technology

Manufacturing

Energy

Infrastructure

Healthcare

Consumer Goods

Telecommunications

Mining and Resources

Agriculture

Education

Retail

Relevant Teams

Legal

Finance

Compliance

Corporate Finance

Risk Management

Investment Relations

Treasury

Business Development

Corporate Communications

Due Diligence

Corporate Strategy

Corporate Governance

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Legal Counsel

Investment Banker

Corporate Finance Director

Compliance Officer

Risk Manager

Company Secretary

Financial Controller

Business Development Director

Investment Relations Manager

Due Diligence Officer

Corporate Finance Manager

Securities Lawyer

Financial Analyst

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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