A Preliminary Offering Memorandum is a critical document in the capital raising process, prepared before a company offers securities to the public or lists on a regulated market in Austria. It provides comprehensive information about the issuer, its business, and the proposed offering, while clearly indicating its preliminary nature. The document must comply with the EU Prospectus Regulation and Austrian Capital Market Act (KMG), containing required disclosures such as risk factors, financial statements, business description, and management information. While the final offering memorandum requires approval from the Austrian Financial Market Authority (FMA), this preliminary version allows companies to gauge investor interest and gather feedback while maintaining regulatory compliance. It's particularly important in the Austrian market, where both domestic and EU-wide regulations must be considered, and it serves as a key marketing and due diligence tool for potential investors.
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1. Important Information and Disclaimers: Legal notices, disclaimers, and statements about the preliminary nature of the information
2. Summary: Key information about the offering, company, and main risk factors in concise format
3. Risk Factors: Comprehensive discussion of all material risks related to the business, industry, offering, and securities
4. Use of Proceeds: Detailed breakdown of how the proceeds from the offering will be used
5. Capitalization and Indebtedness: Current capital structure and how it will change post-offering
6. Business Description: Detailed overview of the company's business, operations, and market position
7. Management Discussion and Analysis: Analysis of financial condition, results of operations, and future prospects
8. Industry Overview: Analysis of the market environment and competitive landscape
9. Management and Corporate Governance: Information about directors, senior management, and corporate governance practices
10. Related Party Transactions: Disclosure of material transactions with related parties
11. Description of Share Capital: Details of the company's share capital structure and rights attached to securities
12. Dividend Policy: Company's dividend history and future dividend policy
13. Taxation: Overview of relevant tax considerations for investors
1. ESG Section: Environmental, Social, and Governance practices - included for companies where ESG factors are material to investors
2. Intellectual Property: Detailed IP portfolio description - included for technology or IP-heavy companies
3. Regulatory Environment: Detailed regulatory framework - included for heavily regulated industries
4. Research and Development: R&D activities and pipeline - included for technology, pharmaceutical, or innovation-driven companies
5. Material Contracts: Key agreements summary - included when specific contracts are material to the business
6. Property Portfolio: Real estate and property details - included for real estate-heavy businesses
7. Technical Information: Technical specifications or resources - included for mining, oil & gas, or technical companies
1. Financial Statements: Historical financial statements and interim financial information
2. Pro Forma Financial Information: Pro forma financial statements showing effect of the offering
3. Profit Forecasts: If provided, detailed forecasts and assumptions
4. Statutory Auditor's Report: Independent auditor's reports on financial statements
5. Articles of Association: Current articles of association of the company
6. Statutory Corporate Documents: Key corporate documents and certificates
7. Material Contracts: Copies or summaries of material agreements
8. Selling Restrictions: Detailed selling restrictions by jurisdiction
9. Technical Reports: Industry-specific technical reports or certifications
10. Subscription and Payment Procedures: Detailed procedures for participating in the offering
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