I’m aiming to raise around £1 million from issuing shares in my company to investors, most of whom will qualify for the SEIS and EIS investment reliefs. I’m putting together an information memorandum to market the offer and would like to know what I should include, specifically the legal content.
The main commercial parts will be the introduction, overview of the business, describing the opportunity, experience, details of the board/key staff, strategy and financials (including projections), while the legal content should include the following:
1) relevant legal notices and disclaimers (including FSMA and Financial Promotion Order (“FPO”) references);
2) SEIS and EIS detail (including tax implications and benefits examples);
3) terms and conditions of the fundraising;
4) risk factors;
5) overview of the articles (and any shareholders agreement);
6) procedure for subscription under the fundraising and instructions for completing the subscription letter;
7) subscription letter agreement (as an appendix); and
8) investor certificates (certifying that they are a ‘high net worth’, ‘sophisticated’ etc investor for the purpose of the FPO and stating that they have no right to complain to the FCA etc).
We can help produce attractive and well structured investment memorandums, also known as private placement memorandums, from £2,000.