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Offering Memorandum (Real Estate) Template for Hong Kong

A comprehensive investment offering document prepared under Hong Kong law that details a real estate investment opportunity. The document provides potential investors with essential information about the property, investment terms, risk factors, market analysis, and financial projections. It complies with Hong Kong's Securities and Futures Ordinance and other relevant regulations governing real estate investments and securities offerings. The document serves as both a marketing tool and a legal disclosure document, ensuring transparency and regulatory compliance while presenting the investment opportunity to qualified investors.

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What is a Offering Memorandum (Real Estate)?

The Real Estate Offering Memorandum is a crucial document used in Hong Kong's property investment market when seeking to raise capital for real estate projects or investments. This comprehensive document serves as both a marketing tool and a legal requirement under Hong Kong's securities regulations. The Offering Memorandum (Real Estate) must comply with the Securities and Futures Ordinance and other relevant Hong Kong legislation, providing detailed information about the property investment opportunity, including property specifications, market analysis, financial projections, risk factors, and investment terms. It is typically used for significant property developments, commercial real estate investments, or portfolio offerings, where sophisticated investors are being targeted. The document needs to balance commercial attractiveness with regulatory compliance, ensuring all material information is properly disclosed while effectively presenting the investment opportunity.

What sections should be included in a Offering Memorandum (Real Estate)?

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

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

3. Investment Highlights: Key selling points and unique features of the real estate opportunity

4. Property Description: Detailed description of the property, location, specifications, and features

5. Market Overview: Analysis of the relevant real estate market, trends, and competitive landscape

6. Business Plan: Strategy for the property, including development/management plans and exit strategy

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

8. Financial Information: Historical financials, projections, and key financial metrics

9. Management Team: Information about key personnel and their experience

10. Investment Terms: Detailed terms of the investment offering

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

12. Regulatory Matters: Applicable regulatory framework and compliance requirements

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

What sections are optional to include in a Offering Memorandum (Real Estate)?

1. Development Plans: Included when the property requires significant development or renovation

2. Tenant Information: Required for properties with existing tenants or lease agreements

3. Environmental Assessment: Included when environmental factors are material to the investment

4. Property Management: Required for properties with significant management requirements

5. Track Record: Included when the sponsor has relevant previous projects

6. Joint Venture Structure: Required when the investment involves partnership arrangements

7. Financing Structure: Included when debt financing is part of the investment structure

8. Currency Considerations: Required for investments targeting international investors

What schedules should be included in a Offering Memorandum (Real Estate)?

1. Property Details and Specifications: Detailed technical information about the property

2. Title Documents: Legal documentation of property ownership and encumbrances

3. Financial Projections: Detailed financial models and assumptions

4. Market Research Reports: Third-party market analysis and research

5. Valuation Reports: Independent property valuations

6. Technical Due Diligence Reports: Engineering and technical assessments

7. Legal Due Diligence Report: Summary of legal review findings

8. Subscription Agreement: Legal documentation for investment subscription

9. Property Photos and Plans: Visual documentation of the property

10. Service Agreements: Key contracts related to property management and operations

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

Hong Kong

Cost

Free to use

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