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Investment Memorandum Private Equity Template for England and Wales

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Key Requirements PROMPT example:

Investment Memorandum Private Equity

"I need a Private Equity Investment Memorandum for a Series B investment round in a healthcare technology company, targeting institutional investors with a minimum commitment of £5 million, with the investment period starting in March 2025."

Document background
The Private Equity Investment Memorandum is a crucial document used in the UK private equity market to present investment opportunities to sophisticated investors. It serves as the primary marketing and disclosure document for private equity transactions, providing comprehensive information about the investment opportunity, target company, market analysis, and financial projections. Under English and Welsh law, the document must comply with strict regulatory requirements, including FCA regulations and financial promotion rules. The memorandum typically includes detailed risk factors, management information, and investment terms, serving as a key decision-making tool for potential investors while ensuring regulatory compliance.
Suggested Sections

1. Important Notice: Legal disclaimers and regulatory statements required under FSMA and FCA regulations

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

3. Investment Highlights: Key selling points and value propositions of the investment opportunity

4. Business Overview: Detailed description of the target business, operations, and market position

5. Market Analysis: Industry overview, competitive positioning, and market opportunities

6. Financial Information: Historical financials, projections, and key performance metrics

7. Investment Structure: Terms of the investment, ownership structure, and governance arrangements

8. Risk Factors: Comprehensive disclosure of material risks as required by FCA regulations

Optional Sections

1. Management Team: Detailed profiles of key personnel and management track record

2. Exit Strategy: Analysis of potential exit routes, timeline, and value creation opportunities

3. ESG Considerations: Environmental, Social and Governance factors relevant to the investment

4. Track Record: Historical performance of similar investments or management team

Suggested Schedules

1. Detailed Financial Statements: Complete historical financial information and audited accounts

2. Market Research Reports: Third-party market analysis, industry reports and supporting data

3. Legal Due Diligence Summary: Key findings from legal review and regulatory compliance assessment

4. Technical Reports: Industry-specific technical information and operational details

5. Subscription Documents: Investment documentation, forms and regulatory disclosures

6. Corporate Structure Chart: Visual representation of corporate and ownership structure

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


















































Clauses



































Relevant Industries
Relevant Teams
Relevant Roles
Industries

Financial Services and Markets Act 2000: Primary legislation governing financial services in the UK, covering financial promotions, regulated activities, requirements for authorized persons, and disclosure requirements

Companies Act 2006: Key legislation covering corporate structure, governance requirements, share capital provisions, and directors' duties

FCA Handbook: Regulatory framework including COBS (Conduct of Business Sourcebook), PRIN (Principles for Businesses), and SYSC (Senior Management Arrangements, Systems and Controls)

UK AIFMD: Post-Brexit version of Alternative Investment Fund Managers Directive, covering requirements for fund managers and disclosure obligations

UK Market Abuse Regulation: Regulations covering insider dealing provisions and market manipulation rules

Prospectus Regulation Rules: Rules governing the content, format, approval and publication of prospectuses, even if exemptions apply

Money Laundering Regulations 2017: Regulations covering KYC requirements and due diligence obligations for financial institutions

UK GDPR and Data Protection Act 2018: Legislation governing the processing and protection of personal data in the UK

UK Bribery Act 2010: Anti-corruption legislation establishing corporate liability and compliance requirements

Limited Partnership Act 1907: Historic legislation still relevant for private equity structures using limited partnerships

Financial Promotion Order 2005: Regulations governing the marketing of financial products to different categories of investors

Consumer Protection Legislation: Various laws protecting consumer interests, particularly relevant if retail investors are involved

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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