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An Offering Memorandum is a detailed business proposal document that private companies use when seeking investment or selling securities in New Zealand. It outlines crucial information about the investment opportunity, including financial projections, business plans, risk factors, and management details.

Under NZ's Financial Markets Conduct Act 2013, companies can use Offering Memoranda for private placements and exempt offers, avoiding the stricter requirements of a full prospectus. This makes it particularly useful for smaller firms and startups raising capital from sophisticated investors while still providing comprehensive disclosure and legal protection.

Use an Offering Memorandum when raising capital privately in New Zealand, especially for amounts between NZ$2-20 million from sophisticated investors. This document becomes essential if you're a growing company seeking to expand without going through a public offering process or when targeting specific investor groups like angel investors or venture capital firms.

The timing is particularly critical when planning strategic growth initiatives, acquiring major assets, or launching new product lines. Private companies often turn to Offering Memoranda during expansion phases, mergers, or when existing shareholders need liquidity options, as it provides a structured way to present investment opportunities while maintaining compliance with NZ securities laws.

• Basic Investment Offering: The standard version used for straightforward private placements, focusing on company overview and financial projections
• Comprehensive Private Placement: Detailed version with extensive risk disclosures, market analysis, and management backgrounds
• Real Estate Investment: Specialized format for property developments, including property valuations and tenant details
• Technology Startup: Modified structure emphasizing intellectual property, growth metrics, and scalability potential
• Convertible Note Offering: Focuses on debt-to-equity conversion terms and future funding rounds, popular among early-stage companies

• Private Companies: The issuing organizations that prepare and distribute the memorandum to raise capital or sell securities
• Corporate Lawyers: Draft and review the document to ensure compliance with NZ securities laws and disclosure requirements
• Investment Bankers: Help structure the offering and often serve as placement agents to connect with potential investors
• Sophisticated Investors: High-net-worth individuals, venture capital firms, and institutional investors who receive and evaluate the offering
• Company Directors: Review and approve the final document, taking responsibility for its accuracy and completeness

• Financial Records: Compile three years of financial statements, current valuations, and detailed revenue projections
• Business Overview: Document your company history, market position, competitive advantages, and growth strategy
• Risk Analysis: List all potential business, market, and operational risks affecting the investment
• Management Details: Gather CVs and track records of key executives and board members
• Legal Structure: Outline corporate structure, existing shareholders, and relevant contracts or obligations
• Investment Terms: Define clear offering terms, including pricing, minimum investment, and use of proceeds

• Company Overview: Legal name, registration details, and complete business description
• Investment Terms: Detailed offering structure, share class, pricing, and minimum investment requirements
• Risk Disclosures: Comprehensive list of business, market, and legal risks as per FMC Act requirements
• Financial Information: Audited statements, projections, and use of proceeds declaration
• Management Details: Directors' backgrounds, shareholdings, and related party transactions
• Legal Rights: Investor voting rights, transfer restrictions, and exit mechanisms
• Subscription Agreement: Terms of participation and investor qualification criteria

An Offering Memorandum differs significantly from a Memorandum of Understanding in both purpose and legal weight. While both documents facilitate business relationships, they serve distinct functions in New Zealand's legal framework.

• Legal Authority: Offering Memoranda are formal investment documents regulated under the Financial Markets Conduct Act, while MOUs typically serve as preliminary, non-binding agreements
• Purpose: Offering Memoranda aim to raise capital through detailed investment proposals, whereas MOUs outline intended cooperation between parties
• Content Requirements: Offering Memoranda must include comprehensive financial disclosures, risk factors, and investment terms; MOUs focus on basic terms of cooperation and shared objectives
• Target Audience: Offering Memoranda are prepared for potential investors, while MOUs are used between partnering organizations or entities
• Legal Consequences: Offering Memoranda carry significant legal obligations and liability risks, unlike MOUs which generally express intentions rather than binding commitments