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Preliminary Offering Memorandum Template for Switzerland

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Key Requirements PROMPT example:

Preliminary Offering Memorandum

"I need a Preliminary Offering Memorandum for a Swiss biotech company planning to issue convertible bonds in March 2025, with a focus on ESG compliance and research pipeline disclosure."

Document background
A Preliminary Offering Memorandum is a comprehensive disclosure document used in the initial stages of a securities offering in Switzerland. This document type is essential for companies seeking to raise capital through various types of securities, including equity, debt, or hybrid instruments. The document must comply with Swiss regulatory requirements, particularly the Financial Services Act (FinSA) and related regulations, while providing potential investors with detailed information about the issuer, its business, financial condition, and the terms of the proposed offering. The preliminary nature of the document allows for initial market feedback while maintaining flexibility to adjust terms before the final offering. It typically includes extensive risk factors, financial statements, business description, and other material information that investors need to make informed investment decisions. The document serves as a crucial tool for both regulatory compliance and investor communication in the Swiss financial markets.
Suggested Sections

1. Important Information and Disclaimer: Legal disclaimers, selling restrictions, and forward-looking statements warnings

2. Summary: Overview of the offering, issuer, and key terms

3. Risk Factors: Comprehensive discussion of all material risks related to the issuer, industry, and securities

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

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

6. Management and Corporate Governance: Information about key executives, board members, and governance structure

7. Financial Information: Historical financial statements, key metrics, and financial analysis

8. Terms and Conditions of the Offering: Detailed description of the securities and offering terms

9. Subscription and Sale: Information about the offering process and distribution arrangements

10. Taxation: Overview of relevant tax considerations for investors

11. General Information: Additional corporate information and statutory disclosures

Optional Sections

1. Industry Overview: Detailed analysis of the industry and market environment (included for companies in specialized or complex industries)

2. Regulatory Environment: Detailed discussion of regulatory framework (included when regulatory considerations are material to the business)

3. Related Party Transactions: Discussion of material related party transactions (included when significant relationships exist)

4. Environmental, Social and Governance (ESG): ESG-related disclosures (included when relevant to the offering or when targeting ESG-focused investors)

5. Intellectual Property: Detailed IP portfolio discussion (included for technology or IP-heavy businesses)

6. Material Contracts: Summary of key agreements (included when specific contracts are material to the business)

7. Research and Development: R&D activities and pipeline (included for technology or pharmaceutical companies)

Suggested Schedules

1. Financial Statements: Detailed historical and interim financial statements with auditor's reports

2. Capitalization Table: Detailed breakdown of the issuer's capital structure pre- and post-offering

3. Organizational Structure: Corporate structure chart and information about subsidiaries

4. Selling Restrictions: Detailed jurisdiction-specific selling restrictions

5. Technical Information: Technical specifications or expert reports (e.g., for mining or technology companies)

6. Form of Securities: Detailed terms and conditions of the securities being offered

7. Subscription Forms: Forms and instructions for participating in the offering

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 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

Banking

Technology

Healthcare

Real Estate

Manufacturing

Energy

Mining and Natural Resources

Infrastructure

Telecommunications

Consumer Goods

Retail

Pharmaceuticals

Biotechnology

Transportation

Agriculture

Clean Technology

Digital Services

Media and Entertainment

Relevant Teams

Legal

Finance

Compliance

Corporate Secretariat

Investor Relations

Treasury

Risk Management

Corporate Development

Financial Reporting

Corporate Communications

Executive Management

Regulatory Affairs

Capital Markets

Corporate Finance

Business Development

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Secretary

Investment Banker

Securities Lawyer

Compliance Officer

Financial Controller

Investor Relations Manager

Risk Manager

Treasury Manager

Corporate Finance Director

Legal Director

Regulatory Affairs Director

Business Development Director

Chief Operating Officer

Chief Risk Officer

Director of Capital Markets

Senior Corporate Counsel

Financial Reporting Manager

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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