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Commercial Paper Offering Memorandum

Commercial Paper Offering Memorandum Template for Singapore

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Key Requirements PROMPT example:

Commercial Paper Offering Memorandum

"Need to draft a Commercial Paper Offering Memorandum for a Singapore-based real estate company looking to raise SGD 500 million through a multi-currency program, with first issuance planned for March 2025, targeting primarily institutional investors in Singapore and Hong Kong."

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Document background
The Commercial Paper Offering Memorandum is a crucial document used when companies seek to raise short-term funding through the issuance of commercial paper in Singapore. It serves as the primary offering document under Singapore's securities laws and MAS regulations, providing potential investors with material information needed to make informed investment decisions. The memorandum includes comprehensive details about the issuer's business, financial condition, risk factors, and the specific terms of the commercial paper being offered. This document is particularly important in Singapore's sophisticated financial market, where strict regulatory compliance and thorough disclosure are essential for successful debt offerings.
Suggested Sections

1. Important Notice: Disclaimers, regulatory statements, and distribution restrictions required by Singapore law, particularly under the Securities and Futures Act

2. Summary of the Offering: Executive summary of the commercial paper offering including key terms, pricing, and principal features

3. Risk Factors: Comprehensive disclosure of all material risks related to the investment, market conditions, and issuer-specific risks

4. Use of Proceeds: Detailed breakdown of how the funds raised will be utilized by the issuer

5. Description of the Issuer: Corporate information, business overview, management structure, and financial position of the issuing entity

6. Terms and Conditions: Detailed terms governing the commercial paper including maturity, interest, redemption rights, and events of default

7. Management Discussion: Analysis of financial condition, results of operations, and future prospects

8. Regulatory Compliance: Statement of compliance with Singapore regulations including MAS guidelines and SFA requirements

Optional Sections

1. Selling Restrictions: Required when offering extends beyond Singapore, detailing jurisdiction-specific distribution restrictions

2. Tax Considerations: Analysis of tax implications for investors, required for complex structures or international offerings

3. Credit Rating: Include when the issuer or the commercial paper has received a credit rating from recognized rating agencies

4. Industry Overview: Detailed analysis of the industry sector, required when issuer operates in specialized or complex industries

5. Related Party Transactions: Required when there are significant transactions with related entities that could affect the commercial paper

Suggested Schedules

1. Financial Statements: Audited financial statements and relevant financial information of the issuer

2. Form of Global Note: Template of the global note certificate including all terms and conditions

3. Subscription Agreement: Standard form agreement between issuer and initial purchasers

4. Legal Opinions: Opinions from legal counsel regarding the validity of the offering

5. Dealer Agreement: Agreement with dealers/placement agents for the commercial paper program

6. Issuing and Paying Agency Agreement: Agreement with the appointed issuing and paying agent

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈË°æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions









































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Industries

Securities and Futures Act (SFA): Primary legislation governing securities offerings in Singapore, particularly Part XIII on Offers of Investments, including prospectus requirements, exemptions, and requirements for disclosure of material information

Companies Act (Chapter 50): Key legislation covering corporate borrowing regulations, disclosure requirements, and directors' duties and responsibilities in Singapore

MAS Guidelines on Corporate Bonds and Commercial Papers: Regulatory guidelines issued by the Monetary Authority of Singapore specifically addressing the offering of corporate bonds and commercial papers

Notice SFA 04-N12: MAS Notice on the Sale of Investment Products providing specific requirements for investment product offerings

Practice Note on Exempt Commercial Paper Offerings: Regulatory guidance on exemptions and requirements for commercial paper offerings that qualify for exempted status

SGX Rules: Singapore Exchange regulations applicable if the commercial paper is to be listed on the exchange

Banking Act: Legislation relevant when the issuer of commercial paper is a financial institution

Financial Advisers Act: Legislation governing requirements for financial advisory services related to the commercial paper offering

MAS Notice 626: Anti-Money Laundering and Counter-Terrorism Financing requirements for prevention of money laundering in financial transactions

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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